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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Healthcare Services Acquisition Corporation | NASDAQ:HCAR | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 10.10 | 10.09 | 16.16 | 0 | 01:00:00 |
☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
001-39823
|
85-2754095
|
||
(State or other jurisdiction of incorporation or organization)
|
(Commission File Number)
|
(I.R.S. Employer Identification Number)
|
20814
|
||
(Address of principal executive offices)
|
(Zip Code)
|
Title of each class
|
Trading
Symbol(s)
|
Name of each
exchange on which
registered
|
||
Units, each consisting of one share of Class A Common Stock, $0.0001 par value, and one-half of one redeemable Warrant
|
HCARU
|
The Nasdaq Stock Market LLC
|
||
Class A Common Stock, par value $0.0001 per share
|
HCAR
|
The Nasdaq Stock Market LLC
|
||
Redeemable Warrants, each whole Warrant exercisable for one share of Class A Common Stock, each at an exercise price of $11.50 per share
|
HCARW
|
The Nasdaq Stock Market LLC
|
Large accelerated filer
|
☐
|
Accelerated filer
|
☐
|
Non-accelerated filer
|
☒
|
Smaller reporting company
|
☒
|
Emerging growth company
|
☒
|
Page
No.
|
||
3 | ||
Item 1.
|
3
|
|
3
|
||
4
|
||
5
|
||
6
|
||
7
|
||
Item 2.
|
20
|
|
Item 3.
|
24
|
|
Item 4.
|
25 | |
25
|
||
Item 1.
|
25
|
|
Item 1A.
|
25
|
|
Item 2.
|
25
|
|
Item 3.
|
25
|
|
Item 4.
|
25
|
|
Item 5.
|
26
|
|
Item 6.
|
26
|
|
Item 1. |
Condensed Financial Statements
|
March 31,
2022
|
December 31,
2021
|
|||||||
(unaudited)
|
||||||||
Assets:
|
||||||||
Current assets:
|
||||||||
Cash
|
$
|
323,290
|
$
|
742,500
|
||||
Prepaid expenses
|
286,750
|
234,790
|
||||||
Total current assets
|
610,040
|
977,290
|
||||||
Investments held in Trust Account
|
331,289,841
|
331,263,610
|
||||||
Total Assets
|
$
|
331,899,881
|
$
|
332,240,900
|
||||
Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit:
|
||||||||
Current liabilities:
|
||||||||
Accounts payable
|
$
|
72,868
|
$
|
72,084
|
||||
Accrued expenses
|
93,651
|
17,339
|
||||||
Franchise tax payable
|
48,817
|
144,044
|
||||||
Total current liabilities
|
215,336
|
233,467
|
||||||
Deferred underwriting commissions
|
11,592,000
|
11,592,000
|
||||||
Accrued liabilities | 3,440,147 | 2,902,934 | ||||||
Note payable | 600,000 | 600,000 | ||||||
Derivative warrant liabilities
|
8,562,560
|
13,095,680
|
||||||
Total Liabilities
|
24,410,043
|
28,424,081
|
||||||
Commitments and Contingencies
|
||||||||
Class A common stock subject to possible redemption, $0.0001
par value; 33,120,000 shares issued and outstanding at redemption value at $10.00 per share as of March 31, 2022 and December 31, 2021
|
331,200,000
|
331,200,000
|
||||||
Stockholders’ Deficit:
|
||||||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none
issued or outstanding as of March 31, 2022 and December 31, 2021
|
-
|
-
|
||||||
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; no
non-redeemable shares issued and outstanding as of March 31, 2022 and December 31, 2021
|
-
|
-
|
||||||
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 8,280,000
shares issued and outstanding as of March 31, 2022 and December 31, 2021
|
828
|
828
|
||||||
Additional paid-in capital
|
-
|
-
|
||||||
Accumulated deficit
|
(23,710,990
|
)
|
(27,384,009
|
)
|
||||
Total stockholders’ deficit
|
(23,710,162
|
)
|
(27,383,181
|
)
|
||||
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit
|
$
|
331,899,881
|
$
|
332,240,900
|
For the three months ended
March 31,
|
||||||||
|
2022
|
2021
|
||||||
General and administrative expenses
|
$
|
799,015
|
$
|
226,218
|
||||
General and administrative expenses - related party
|
60,000
|
60,000
|
||||||
Franchise tax expense
|
48,817
|
48,817
|
||||||
Total operating expenses
|
(907,832
|
)
|
(335,035
|
)
|
||||
Other income (expenses):
|
||||||||
Change in fair value of derivative warrant liabilities
|
4,533,120
|
11,584,640
|
||||||
Investment income on Trust Account
|
47,731
|
126,111
|
||||||
Income before income tax expense
|
3,673,019
|
11,375,716
|
||||||
Income tax expense
|
-
|
21,269
|
||||||
Net income
|
$
|
3,673,019
|
$
|
11,354,447
|
||||
|
||||||||
Weighted average shares outstanding of Class A common stock
|
33,120,000
|
33,120,000
|
||||||
Basic and diluted net income per share, Class A common stock
|
$
|
0.09
|
$
|
0.27
|
||||
Weighted average shares outstanding of Class B common stock
|
8,280,000
|
8,280,000
|
||||||
Basic and diluted net income per share, Class B common stock
|
$
|
0.09
|
$
|
0.27
|
|
Common Stock
|
Additional
|
Total
|
|||||||||||||||||||||||||
|
Class A
|
Class B
|
Paid-In
|
Accumulated
|
Stockholders’
|
|||||||||||||||||||||||
|
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Deficit
|
Deficit
|
|||||||||||||||||||||
Balance - December 31, 2021
|
-
|
$
|
-
|
8,280,000
|
$
|
828
|
$
|
-
|
$
|
(27,384,009
|
)
|
$
|
(27,383,181
|
)
|
||||||||||||||
Net income
|
-
|
-
|
-
|
-
|
-
|
3,673,019
|
3,673,019
|
|||||||||||||||||||||
Balance - March 31, 2022 (Unaudited)
|
-
|
$
|
-
|
8,280,000
|
$
|
828
|
$
|
-
|
$
|
(23,710,990
|
)
|
$
|
(23,710,162
|
)
|
|
Common Stock
|
Additional
|
Total
|
|||||||||||||||||||||||||
|
Class A
|
Class B
|
Paid-In
|
Accumulated
|
Stockholders’
|
|||||||||||||||||||||||
|
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Deficit
|
Deficit
|
|||||||||||||||||||||
Balance - December 31, 2020
|
-
|
$
|
-
|
8,280,000
|
$
|
828
|
$
|
-
|
$
|
(38,000,519
|
)
|
$
|
(37,999,691
|
)
|
||||||||||||||
Net income
|
-
|
-
|
-
|
-
|
-
|
11,354,447
|
11,354,447
|
|||||||||||||||||||||
Balance - March 31, 2021 (Unaudited)
|
-
|
$
|
-
|
8,280,000
|
$
|
828
|
$
|
-
|
$
|
(26,646,072
|
)
|
$
|
(26,645,244
|
)
|
For the three months ended
March, 31
|
||||||||
2022
|
2021
|
|||||||
Cash Flows from Operating Activities:
|
||||||||
Net income
|
$
|
3,673,019
|
$
|
11,354,447
|
||||
Adjustments to reconcile net income to net cash used in operating activities:
|
||||||||
Income from investments held in Trust Account
|
(47,731
|
)
|
(126,111
|
)
|
||||
Change in fair value of derivative warrant liabilities
|
(4,533,120
|
)
|
(11,584,640
|
)
|
||||
Changes in operating assets and liabilities:
|
||||||||
Prepaid expenses
|
(51,960
|
)
|
(10,959
|
)
|
||||
Accounts payable
|
784
|
5,485
|
||||||
Accrued expense
|
76,312
|
61,257
|
||||||
Due to related party
|
-
|
(20,200
|
)
|
|||||
Franchise tax payable
|
(95,227
|
)
|
48,817
|
|||||
Income tax payable
|
-
|
21,269
|
||||||
Accrued liabilities
|
537,213
|
-
|
||||||
Net cash used in operating activities
|
(440,710
|
)
|
(250,635
|
)
|
||||
Cash Flows from Investing Activities:
|
||||||||
Investment income released from Trust Account to pay franchise taxes
|
21,500
|
-
|
||||||
Net cash provided by investing activities
|
21,500
|
-
|
||||||
Net increase (decrease) in cash
|
(419,210
|
)
|
(250,635
|
)
|
||||
Cash – beginning of period
|
$
|
742,500
|
$
|
922,756
|
||||
Cash – end of period
|
$
|
323,290
|
$
|
672,121
|
• |
Level 1, defined as observable inputs such as quoted prices for identical instruments in
active markets;
|
• |
Level 2, defined as inputs other than quoted prices in active markets that are either
directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
|
• |
Level 3, defined as unobservable inputs in which little or no market data exists, therefore
requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
|
For the three months ended
March 31, 2022
|
For the three months ended
March 31, 2021
|
|||||||||||||||
Class A
|
Class B
|
Class A
|
Class B
|
|||||||||||||
Basic and diluted net income per common stock:
|
||||||||||||||||
Numerator:
|
||||||||||||||||
Allocation of net income
|
$
|
2,938,415
|
$
|
734,604
|
$
|
9,083,558
|
$
|
2,270,889
|
||||||||
Denominator:
|
||||||||||||||||
Basic and diluted weighted average common stock outstanding
|
33,120,000
|
8,280,000
|
33,120,000
|
8,280,000
|
||||||||||||
Basic and diluted net income per common stock
|
$
|
0.09
|
$
|
0.09
|
$
|
0.27
|
$
|
0.27
|
• |
in whole and not in part;
|
• |
at a price of
$0.01 per warrant;
|
• |
upon a
minimum of 30 days’ prior written notice of redemption; and
|
• |
if, and only
if, the last reported sale price of Class A common stock for any 10 trading days within a 20-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant
holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends,
reorganizations, recapitalizations and the like and certain issuances of Class A common stock and equity-linked securities).
|
• |
in whole and
not in part;
|
• |
at
$0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of
shares determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A common stock;
|
• |
if, and only
if, the Reference Value equals or exceeds $10.00 per Public Share (as adjusted for stock splits, stock dividends, rights
issuances, subdivisions, reorganizations, recapitalizations and the like); and
|
• |
if and only
if, the Reference Value is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations,
recapitalizations and the like and certain issuances of Class A common stock and equity-linked securities), the Private Placement Warrants are concurrently called for redemption on the same terms as the outstanding Public Warrants, as
described above.
|
Gross proceeds
|
$
|
331,200,000
|
||
Less:
|
||||
Fair value of Public Warrants at issuance
|
(17,884,800
|
)
|
||
Offering costs allocated to Class A common stock subject to redemption amount
|
(17,870,300
|
)
|
||
Plus:
|
||||
Accretion on Class A common stock subject to possible redemption amount
|
35,755,100
|
|||
Class A common stock subject to possible redemption
|
$
|
331,200,000
|
Fair Value Measured as of March 31, 2022
|
||||||||||||||||
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
Assets:
|
||||||||||||||||
Investments held in Trust Account - US Treasury Securities
|
$
|
331,289,841
|
$
|
-
|
$
|
-
|
$
|
331,289,841
|
||||||||
Liabilities:
|
||||||||||||||||
Derivative warrant liabilities - Public Warrants
|
$
|
5,630,400
|
$
|
-
|
$
|
-
|
$
|
5,630,400
|
||||||||
Derivative warrant liabilities - Private Placement Warrants
|
$
|
-
|
$
|
2,932,160
|
$
|
-
|
$
|
2,932,160
|
Fair Value Measured as of December 31, 2021
|
||||||||||||||||
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
Assets:
|
||||||||||||||||
Investments held in Trust Account - US Treasury Securities
|
$
|
331,263,610
|
$
|
-
|
$
|
-
|
$
|
331,263,610
|
||||||||
Liabilities:
|
||||||||||||||||
Derivative warrant liabilities - Public Warrants
|
$
|
8,611,200
|
$
|
-
|
$
|
-
|
$
|
8,611,200
|
||||||||
Derivative warrant liabilities - Private Placement Warrants
|
$
|
-
|
$
|
4,484,480
|
$
|
-
|
$
|
4,484,480
|
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
Item 3. |
Quantitative and Qualitative Disclosures About Market Risk
|
Item 4. |
Controls and Procedures
|
Item 1. |
Legal Proceedings
|
Item 1A. |
Risk Factors.
|
Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities
|
Item 3. |
Defaults Upon Senior Securities
|
Item 4. |
Mine Safety Disclosures
|
Item 5. |
Other Information
|
Item 6. |
Exhibits.
|
Exhibit
Number
|
Description
|
|
Certification of Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002.
|
||
Certification of Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002.
|
||
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
||
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
||
101.INS
|
Inline XBRL Instance Document (the
instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
|
|
101.SCH
|
Inline XBRL Taxonomy Extension Schema Document.
|
|
101.CAL
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
101.DEF
|
Inline XBRL Taxonomy Extension Definition Linkbase Document.
|
|
101.LAB
|
Inline XBRL Taxonomy Extension Label Linkbase Document.
|
|
101.PRE
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
104 |
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).
|
* |
These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended,
nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
|
Healthcare Services Acquisition Corporation
|
||
Date: May 16, 2022
|
By:
|
/s/ Joshua B. Lynn
|
Name: Joshua B. Lynn
|
||
Title: Chief Executive Officer
|
1 Year Healthcare Services Acqu... Chart |
1 Month Healthcare Services Acqu... Chart |
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