Delaware
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6770
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86-2494888
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(State or other jurisdiction of
incorporation or organization)
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(Primary Standard industrial
Classification Code Number)
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(I.R.S. Employer
Identification Number)
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Glenn R. Pollner
Stephanie L. Leopold
Wilmer Cutler Pickering Hale and Dorr LLP
7 World Trade Center
250 Greenwich Street
New York, New York 10007
(212) 230-8800
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Edward F. Petrosky
Eric S. Haueter
Sidley Austin LLP
787 Seventh Avenue
New York, New York 10019
(212) 839-5300
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Large accelerated filer ☐
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Accelerated filer ☐
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Non-accelerated filer ☒
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Smaller reporting company ☒
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Emerging growth company ☒
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Title of Each Class of
Security Being Registered
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Amount
Being
Registered
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Proposed Maximum
Offering Price per
Security(1)
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Proposed Maximum
Aggregate Offering
Price(1)
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Amount of
Registration
Fee
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Units, each consisting of one share of Class A common stock, $0.0001 par value per share, and one-third of one redeemable warrant(2)
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34,500,000
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$10.00
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$345,000,000
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$37,639.50
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Shares of Class A common stock included as part of the units(3)(4)
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34,500,000
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—
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—
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—(5)
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Redeemable warrants included as part of the units(3)(4)
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11,500,000
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—
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—
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—(5)
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Total
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$345,000,000
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$37,639.50
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(1)
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Estimated solely for the purpose of calculating the registration fee.
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(2)
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Includes 4,500,000 units, which may be issued upon exercise of a 45-day option granted to the underwriter to cover over-allotments, if any.
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(3)
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Pursuant to Rule 416 under the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.
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(4)
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Maximum number of shares of our Class A common stock and redeemable warrants, as applicable, included in the units described above, including those that may be issued upon exercise of a 45-day option granted to the underwriter.
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(5)
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No fee pursuant to Rule 457(g) under the Securities Act.
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Price to
Public
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Underwriting
Discounts and
Commissions(1)
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Proceeds,
Before
Expenses, to
Us
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Per Unit
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$10.00
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$0.55
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$9.45
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Total
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$300,000,000
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$16,500,000
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$283,500,000
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(1)
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Includes $0.35 per unit, or $10,500,000 (or $12,075,000 if the underwriter’s over-allotment option is exercised in full) in the aggregate, payable to the underwriter for deferred underwriting commissions to be placed in a trust account located in the United States as described herein. Does not include certain fees and expenses payable to the underwriter in connection with this offering. See also “Underwriting” for a description of compensation and other items of value payable to the underwriter.
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“amended and restated certificate of incorporation” are to our amended and restated certificate of incorporation to be in effect upon completion of this offering;
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“common stock” are to shares of our Class A common stock and our Class B common stock;
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“directors” are to our current directors and our director nominees named in this prospectus;
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“equity-linked securities” are to any of our securities that are convertible into or exchangeable or exercisable for our common stock, except as otherwise expressly stated herein;
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“founder shares” are to shares of our Class B common stock initially purchased by our sponsor in a private placement prior to this offering and shares of our Class A common stock that will be issued upon the conversion thereof as provided herein;
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“initial stockholders” are to our sponsor and the other holders of our founder shares prior to this offering;
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“Jackson Acquisition,” the “company,” “our,” “we,” or “us” are to Jackson Acquisition Company, a Delaware corporation;
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“Jackson Healthcare” are to Jackson Healthcare, LLC, a Georgia limited liability company, and its affiliates;
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“Jackson Investment Group” are to Jackson Investment Group, LLC, a Georgia limited liability company, and its affiliates;
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“letter agreement” are to the letter agreement among us, our sponsor and our directors and officers, the form of which is filed as an exhibit to the registration statement of which this prospectus forms a part;
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“management” or our “management team” are to our directors and officers (unless otherwise expressly stated or the context otherwise requires);
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“private placement warrants” are to the warrants issued to our sponsor in a private placement simultaneously with the closing of this offering;
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“public shares” are to shares of our Class A common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market);
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“public stockholders” are to the holders of our public shares, including our initial stockholders and members of our management team to the extent they purchase public shares, provided that each initial stockholder’s and member of our management team’s status as a “public stockholder” shall only exist with respect to such public shares;
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“public warrants” are to our redeemable warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market);
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“specified future issuance” are to an issuance of a class of equity or equity-linked securities to certain purchasers, which may include affiliates of our management team, that we may determine to make in connection with financing our initial business combination;
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“sponsor” are to RJ Healthcare SPAC, LLC, a Delaware limited liability company and an affiliate of Jackson Healthcare and Jackson Investment Group; and
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“warrants” are to (a) our redeemable warrants sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market) and (b) any private placement warrants or warrants issued upon conversion of working capital loans that are transferred to third parties that are not initial stockholders or permitted transferees following the consummation of our initial business combination.
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Large and Growing Market Opportunity. We believe that the healthcare services industry represents a significant market opportunity. According to CMS, total U.S. healthcare expenditures reached approximately $3.8 trillion in 2019, and CMS has estimated that total U.S. healthcare spending will constitute approximately 20% of projected U.S. gross domestic product in 2028. We believe the current trajectories of healthcare spending will encourage the development of new technologies and present valuable opportunities for growth in the healthcare space.
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Shift from Volume-Based care to Value-Based Care. In traditional volume-based care, or fee-for-service, healthcare providers are reimbursed for the number of services ordered. In these models, neither quality of care nor necessity of individual services (tests, procedures, etc.) are emphasized. The recent shift to performance-based care, or a more holistic approach to treatment, is intended to enhance cost efficiency while holding providers accountable for the quality of services they offer through risk-sharing models. This change is expected to significantly alter the dynamics of the U.S. healthcare system and to create opportunities for businesses to enter the healthcare space and make a difference in patient care.
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Accelerating Shift of Care to Lower Cost Settings. There has been a significant shift toward alternative sites and consumer convenience in recent years. We expect to continue to see an increased volume mix to outpatient care, particularly in lower-cost sites outside of the hospital as consumers gravitate to retail-friendly models and lower out-of-pocket costs.
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Macro Trends. Total U.S. healthcare expenditures are projected to grow at an average annual rate of approximately 5.4% from 2019 through 2028, according to CMS. Explanatory factors for this projected growth include an aging population, increasing prevalence of chronic diseases and improved access to healthcare products and services. This projected growth trajectory has put significant pressure on payors, which suggests favorable trends for healthcare companies that can control costs while improving access and overall quality of healthcare.
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Increased Emphasis Due to COVID-19 Pandemic. The COVID-19 pandemic has amplified the attention paid to the U.S. healthcare system. Public and private entities are placing an increasing emphasis on the resilience and stability of the system, in particular shortening supply chains, reducing reliance on offshore suppliers, and improving reliability and efficiency. We expect this dynamic to favor domestic companies that can reduce cost and improve quality of and access to care.
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Technological Advances and Spread of Social Media. Recent years have seen great advances in electronic healthcare services (e.g. electronic medical records, telehealth, awareness of mental health on social media, etc.). Combined with shifts in the methods of healthcare delivery in the U.S. (e.g. value-based care), we believe that there are attractive opportunities for development of flagship products or services.
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Gaps in Access, Quality and Affordability of Healthcare. Despite healthcare reform designed to make health insurance accessible to a broader range of the U.S. population, we believe that significant
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Risk-Based Providers and Services. The increasing cost of care has prompted a transition to value-based care models that are designed to reduce unnecessary healthcare spending. CMS estimates that total U.S. healthcare spending in 2019 was approximately $3.8 trillion. A report published by JAMA Network in 2019 estimated that approximately one-quarter of all U.S. healthcare spending was due to healthcare waste, including unnecessary services, excessive administrative costs and fraud. We believe that this creates a market opportunity for provider organizations that engage in capitated models designed to share in the risk associated with the healthcare costs of their underlying patient population. There has also been an increased emphasis on provider training and continuing education.
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Alternate Site Healthcare Provider and Services. Rising healthcare expenditures are prompting industry players to transition to less expensive care settings. Hospitals, clinics and other traditional care sites are seeking to reduce expenses and launch value-based care initiatives, including a shift to outpatient and retail care sites, such as urgent care clinics and ambulatory surgical centers. Enhanced by digital health innovations and technologies, we expect such alternate site healthcare providers to drive the integration of the industry and to reduce the overall cost of healthcare.
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Home Care and Hospices. The elderly population of the U.S. continues to grow, resulting in an ongoing need for long-term care. We believe that many elderly patients now prefer the home care model to traditional hospitals. In addition, technology advances are expected to improve care delivery, enabling better patient care in a home environment and saving costly hospital spending. Despite the sector being very fragmented, home care is projected to be one of the two fastest growing sectors of the U.S. healthcare economy, and the fifth fastest growing industry in the U.S. economy generally, based on projected compound annual growth rates in jobs from 2019 through 2029, according to 2020 data appearing on the U.S. Bureau of Labor Statistics’ “The Economics Daily” website.
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Behavioral Health. According to a 2018 survey by the Substance Abuse and Mental Health Services Administration, an agency within the U.S. Department of Health and Human Services, approximately one out of five adults in the U.S. experiences a mental health disorder, yet only approximately 45% of those receive treatment. We believe that the rise of telehealth in the last few years and the general industry shift to alternate health sites have increased patients’ access to and the overall usage of behavioral health treatments.
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operating companies in the public and private markets, defining corporate strategy, and identifying, mentoring and recruiting leading talent, and identifying and executing on operational improvements that drive value;
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growing companies, both organically and through strategic transactions, expanding product portfolios and broadening geographic footprints;
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building strong sales networks to drive organic growth across market segments, targeting a wide range of payor and referral sources, with a focus on compliance and customer service across all parties in the care delivery and reimbursement chain;
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strategically investing in leading private and public healthcare and other companies to help accelerate growth and maturation;
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sourcing, structuring, acquiring and selling businesses;
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accessing public and private capital markets to optimize capital structure, including financing businesses and helping companies transition ownership structures; and
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fostering relationships with sellers, capital providers and experienced target management teams.
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Industry Attractiveness. Macro industry dynamics, including the healthcare regulatory and reimbursement situation, must be favorable on a go-forward basis. Healthcare companies can utilize the extensive networks and insights that members of our management team have built in the sector to drive meaningful operational improvements and efficiency gains or to enhance their strategic position by using technology solutions to differentiate its offering.
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Strong Management Team. We will seek to acquire businesses or companies with seasoned and strong management teams. Our team brings a breadth of knowledge and plans to focus on assets that represent the same values, proven track records, and work ethic.
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Growth Potential. We will seek to target propositions with significant growth potential with the addition of our management team and resources.
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Value Proposition. We will seek businesses or companies with clear value proposition, including how success will be measured and demonstrated to investors and that we believe are positioned to provide attractive risk-adjusted equity returns for our shareholders.
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Benefit from Access to Public Investors. We will seek to target companies that are ready to become public, with strong management, corporate governance and reporting policies in place, and which we believe will likely be well received by public investors and are expected to have good access to the public capital markets.
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We are a newly incorporated company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.
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Our public stockholders may not be afforded an opportunity to vote on our proposed business combination, which means we may complete our initial business combination even though a majority of our public stockholders do not support such a combination.
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If we seek stockholder approval of our initial business combination, our initial stockholders, directors and officers have agreed to vote in favor of such initial business combination, regardless of how our public stockholders vote.
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Your only opportunity to affect the investment decision regarding a potential business combination will be limited to the exercise of your right to redeem your shares from us for cash, unless we seek stockholder approval of such business combination.
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The ability of our public stockholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target.
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The requirement that we complete our initial business combination within the prescribed time frame may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our stockholders.
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Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the COVID-19 outbreak and other events and the status of debt and equity markets.
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We may not be able to complete our initial business combination within the prescribed time frame, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate, in which case our public stockholders may receive only $10.00 per share, or less than such amount in certain circumstances, and our warrants will expire worthless.
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If we seek stockholder approval of our initial business combination, our sponsor, directors, officers, advisors or any of their respective affiliates may elect to purchase shares or warrants from public stockholders, which may influence a vote on a proposed business combination and reduce the public “float” of our securities.
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Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we have not completed our initial business combination within the required time period, our public stockholders may receive only approximately $10.00 per share, or less in certain circumstances, on our redemption of their shares, and our warrants will expire worthless.
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We may have limited ability to assess the management of a prospective target business and, as a result, may effect our initial business combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company.
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We may be able to complete only one business combination with the proceeds of this offering and the sale of the private placement warrants, which will cause us to be solely dependent on a single business which may have a limited number of products or services. This lack of diversification may negatively impact the results of operations and financial condition of the post-combination business.
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We are dependent upon our directors and officers and their departure could adversely affect our ability to operate.
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Our key personnel may negotiate employment or consulting agreements with a target business in connection with a particular business combination. These agreements may provide for them to receive compensation following our initial business combination and as a result, may cause them to have conflicts of interest in determining whether a particular business combination is the most advantageous.
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Our directors and officers will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination.
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Our directors, officers, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests.
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The ability of our public stockholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares.
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You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to sell your public shares and/or warrants, potentially at a loss.
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The NYSE may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.
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You will not be entitled to protections normally afforded to investors of many other blank check companies.
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If we seek stockholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group” of stockholders are deemed to hold in excess of 15% of the outstanding shares of our Class A common stock, you will lose your ability to redeem all such shares in excess of 15% of the outstanding shares of our Class A common stock.
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Our independent registered public accounting firm's report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.”
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one share of our Class A common stock; and
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one-third of one redeemable warrant
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(1)
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Assumes no exercise of the underwriter’s over-allotment option and the forfeiture by our sponsor of 1,125,000 founder shares.
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(2)
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Consists solely of founder shares and includes up to 1,125,000 shares of common stock that are subject to forfeiture by our sponsor depending on the extent to which the underwriter’s over-allotment option is exercised.
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(3)
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Founder shares are currently shares of our Class B common stock, which shares will convert into shares of our Class A common stock at the time of our initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment as described below adjacent to the caption “Founder shares conversion and anti-dilution rights.”
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(4)
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Includes 30,000,000 public shares and 7,500,000 founder shares.
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30 days after the completion of our initial business combination; and
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12 months from the closing of this offering;
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in whole and not in part;
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at a price of $0.01 per warrant;
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upon not less than 30 days’ prior written notice of redemption to each warrant holder, which we refer to as the 30-day redemption period; and
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if, and only if, the last reported sale price of shares of our Class A common stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of Securities—Redeemable Warrants—Public Stockholders’ Warrants—Anti-dilution Adjustments”).
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in whole and not in part;
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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 the table set forth under “Description of Securities—Redeemable Warrants—Public Stockholders’ Warrants” based on the redemption date and the “fair market value” of shares of our Class A common stock (as defined below) except as otherwise described in “Description of Securities—Redeemable Warrants—Public Stockholders’ Warrants”;
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if, and only if, the Reference Value (as defined above under “Redemption of warrants when the price per share of our Class A common stock equals or exceeds $18.00”) equals or exceeds $10.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of Securities—Redeemable Warrants—Public Stockholders’ Warrants—Anti-dilution Adjustments”); and
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if the Reference Value is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of Securities—Redeemable Warrants—Public Stockholders’ Warrants—Anti-dilution Adjustments”), the private placement warrants must also concurrently be called for redemption on the same terms as the outstanding public warrants, as described above.
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prior to our initial business combination, only holders of the founder shares have the right to vote on the election of directors and holders of a majority of our founder shares may remove a member of the board of directors for any reason;
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the founder shares are subject to certain transfer restrictions, as described in more detail below;
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our initial stockholders, directors and officers will enter into a letter agreement with us, pursuant to which they will agree to waive: (1) their redemption rights with respect to any founder shares and public shares held by them, as applicable, in connection with the completion of our initial business combination; (2) their redemption rights with respect to any founder shares and public shares held by them in connection with a stockholder vote to amend our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemption in connection
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the founder shares will automatically convert into shares of our Class A common stock at the time of our initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described in more detail below; and
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the founder shares will be entitled to registration rights.
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the net proceeds of this offering and the sale of the private placement warrants not held in the trust account, which will be approximately $1,000,000 in working capital after the payment of approximately $1,000,000 in expenses relating to this offering;
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with respect to our taxes, any interest earned on the trust account; and
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any loans or additional investments from our sponsor, members of our management team or any of their respective affiliates or other third parties, although they are under no obligation to loan funds to, or otherwise invest in, us; and provided that any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of our initial business combination. Up to $1,500,000 of such loans may be convertible into private placement warrants, at a price of $1.50 per warrant, at the option of the lender.
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conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and
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file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.
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conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and
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file proxy materials with the SEC.
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(1)
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cease all operations except for the purpose of winding up;
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(2)
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as promptly as reasonably possible but not more than 10 business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest
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(3)
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as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.
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repayment of an aggregate of up to $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses;
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payment to an affiliate of our sponsor of a total of $10,000 per month for office space, administrative and support services;
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reimbursement for any out-of-pocket expenses related to identifying, investigating, pursuing and completing an initial business combination; and
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repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our directors and officers to fund working capital or finance transaction costs in connection with an intended initial business combination, the terms of which have not been determined nor have any written agreements been executed with respect thereto. Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.50 per warrant at the option of the lender.
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restrictions on the nature of our investments; and
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restrictions on the issuance of securities; each of which may make it difficult for us to complete our initial business combination.
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registration as an investment company with the SEC;
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adoption of a specific form of corporate structure; and
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reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations that we are currently not subject to.
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solely dependent upon the performance of a single business, property or asset; or
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dependent upon the development or market acceptance of a single or limited number of products, processes or services.
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costs and difficulties inherent in managing cross-border business operations and complying with commercial and legal requirements of overseas markets;
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rules and regulations regarding currency redemption;
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complex corporate withholding taxes on individuals;
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laws governing the manner in which future business combinations may be effected;
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tariffs and trade barriers;
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regulations related to customs and import/export matters;
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longer payment cycles;
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changes in local regulations as part of a response to the COVID-19 outbreak;
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tax consequences, such as tax law changes, including termination or reduction of tax and other incentives that the applicable government provides to domestic companies, and variations in tax laws as compared to the United States;
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currency fluctuations and exchange controls, including devaluations and other exchange rate movements;
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rates of inflation, price instability and interest rate fluctuations;
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liquidity of foreign capital and lending markets;
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challenges in collecting accounts receivable;
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cultural and language differences;
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employment regulations;
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energy shortages;
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crime, strikes, riots, civil disturbances, terrorist attacks, natural disasters, wars and other forms of social instability;
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deterioration of political relations with the United States;
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obligatory military service by personnel; and
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government appropriation of assets.
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Competition could adversely affect our results and operations.
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Our inability to comply with governmental regulations affecting the healthcare industry could negatively affect our operations.
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We may be unable to license or enforce intellectual property rights on which our business may depend.
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The success of our planned business following consummation of our initial business combination may depend on maintaining a secure business and information technology infrastructure.
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If we are required to obtain governmental approval of our products, the production of our products could be delayed and we could be required to engage in a lengthy and expensive approval process that may not ultimately be successful.
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Continuing government and private efforts to contain healthcare costs, including through the implementation of legal and regulatory changes, may adversely affect our results of operations and financial condition following such business combination.
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Changes in the healthcare related wellness industry and markets for such products affecting our customers or retailing practices could negatively impact customer relationships and our results of operations and financial condition.
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The healthcare industry is susceptible to significant liability exposure. If liability claims are brought against us following a business combination, it could materially adversely affect our results of operations and financial condition.
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Dependence of our operations upon third-party suppliers, manufacturers or contractors whose failure to perform adequately could disrupt our business.
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The Affordable Care Act, possible changes to it or its repeal, and how it is implemented could negatively impact our business.
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A disruption in supply could adversely impact our business.
|
(i)
|
we issue additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at a Newly Issued Price of less than $9.20 per share of Class A common stock,
|
(ii)
|
the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the completion of our initial business combination (net of redemptions), and
|
(iii)
|
the Market Value of our Class A common stock is below $9.20 per share,
|
•
|
a limited availability of market quotations for our securities;
|
•
|
reduced liquidity for our securities;
|
•
|
a determination that our Class A common stock is a “penny stock” which will require brokers trading in our Class A common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;
|
•
|
a limited amount of news and analyst coverage; and
|
•
|
a decreased ability to issue additional securities or obtain additional financing in the future.
|
•
|
may significantly dilute the equity interest of investors in this offering, which dilution would increase if the anti-dilution provisions in the shares of our Class B common stock resulted in the issuance of shares of our Class A common stock on a greater than one-to-one basis upon conversion of the shares of our Class B common stock;
|
•
|
may subordinate the rights of holders of shares of common stock if shares of preferred stock are issued with rights senior to those afforded our shares of common stock;
|
•
|
could cause a change of control if a substantial number of our shares of common stock is issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present directors and officers;
|
•
|
may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us;
|
•
|
may adversely affect prevailing market prices for our units, shares of Class A common stock and/or warrants; and
|
•
|
may not result in adjustment to the exercise price of our warrants.
|
•
|
the history and prospects of companies whose principal business is the acquisition of other companies;
|
•
|
prior offerings of those companies;
|
•
|
our prospects for acquiring an operating business at attractive values;
|
•
|
a review of debt to equity ratios in leveraged transactions;
|
•
|
our capital structure;
|
•
|
an assessment of our management and their experience in identifying operating companies;
|
•
|
general conditions of the securities markets at the time of this offering; and
|
•
|
other factors as were deemed relevant.
|
•
|
default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;
|
•
|
acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;
|
•
|
our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;
|
•
|
our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding;
|
•
|
our inability to pay dividends, if any, on our common stock;
|
•
|
using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our common stock if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;
|
•
|
limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;
|
•
|
increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and
|
•
|
limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.
|
•
|
our ability to select an appropriate target business or businesses;
|
•
|
our ability to complete our initial business combination;
|
•
|
our expectations around the performance of a prospective target business or businesses;
|
•
|
our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;
|
•
|
our directors and officers allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination;
|
•
|
our potential ability to obtain additional financing to complete our initial business combination;
|
•
|
our pool of prospective target businesses and our target industries;
|
•
|
our ability to consummate an initial business combination due to the uncertainty resulting from the recent COVID-19 pandemic;
|
•
|
the ability of our directors and officers to generate a number of potential business combination opportunities;
|
•
|
our public securities’ potential liquidity and trading;
|
•
|
the lack of a market for our securities;
|
•
|
the use of proceeds not held in the trust account or available to us from interest income on the trust account balance;
|
•
|
the trust account not being subject to claims of third parties; or
|
•
|
our financial performance following this offering.
|
|
| |
Without
Over-Allotment
Option
|
| |
Over-Allotment
Option
Exercised
|
Gross proceeds
|
| |
|
| |
|
Gross proceeds from units offered to public(1)
|
| |
$300,000,000
|
| |
$345,000,000
|
Gross proceeds from private placement warrants offered in the private placement
|
| |
8,000,000
|
| |
8,900,000
|
Total gross proceeds
|
| |
308,000,000
|
| |
353,900,000
|
Estimated offering expenses(2)
|
| |
|
| |
|
Underwriting discounts (excluding deferred portion)(3)
|
| |
6,000,000
|
| |
6,900,000
|
Legal fees and expenses
|
| |
300,000
|
| |
300,000
|
Accounting fees and expenses
|
| |
40,000
|
| |
40,000
|
Printing and engraving expenses
|
| |
35,000
|
| |
35,000
|
Transfer agent fees and expenses
|
| |
42,000
|
| |
42,000
|
SEC filing fee
|
| |
37,640
|
| |
37,640
|
FINRA filing fee
|
| |
52,250
|
| |
52,250
|
Travel and road show
|
| |
5,000
|
| |
5,000
|
Directors and officers insurance premiums(4)
|
| |
400,000
|
| |
400,000
|
NYSE listing and filing fees
|
| |
85,000
|
| |
85,000
|
Miscellaneous expenses(5)
|
| |
3,110
|
| |
3,110
|
Total estimated offering expenses (other than underwriting discounts)
|
| |
1,000,000
|
| |
1,000,000
|
Proceeds after estimated offering expenses
|
| |
$301,000,000
|
| |
$346,000,000
|
Held in trust account(3)
|
| |
$300,000,000
|
| |
$345,000,000
|
% of public offering size
|
| |
100%
|
| |
100%
|
Not held in trust account(2)
|
| |
$1,000,000
|
| |
$1,000,000
|
|
| |
Without
Over-Allotment
Option
|
| |
With
Over-Allotment
Option
|
| |
% of Total
|
Payment for office space, administrative and support services(7)
|
| |
$240,000
|
| |
$240,000
|
| |
24%
|
Legal, accounting, due diligence, travel and other expenses in connection with any business combination(8)
|
| |
300,000
|
| |
300,000
|
| |
30%
|
Legal and accounting fees related to regulatory reporting obligations
|
| |
150,000
|
| |
150,000
|
| |
15%
|
NYSE continued listing fees
|
| |
150,000
|
| |
150,000
|
| |
15%
|
Other miscellaneous expenses
|
| |
160,000
|
| |
160,000
|
| |
16%
|
Total
|
| |
$1,000,000
|
| |
$1,000,000
|
| |
100%
|
(1)
|
Includes amounts payable to public stockholders who properly redeem their shares in connection with our successful completion of the initial business combination.
|
(2)
|
As of March 8, 2021, we had not borrowed any amount under the $300,000 promissory note with our sponsor. These loans will be repaid upon completion of this offering out of the $1,000,000 of offering proceeds that has been allocated for the payment of offering expenses (other than underwriting commissions) not held in the trust account. These expenses are estimates only. In the event that offering expenses are less than as set forth in this table, any such amounts will be used for post-closing working capital expenses. In the event that the offering expenses are more than as set forth in this table, we may fund such excess with funds not held in the trust account.
|
(3)
|
The underwriter has agreed to defer underwriting commissions equal to 3.5% of the gross proceeds of this offering. Upon completion of our initial business combination, $10,500,000, which constitutes the underwriter’s deferred commissions (or $12,075,000 if the underwriter’s over-allotment option is exercised in full) will be paid to the underwriter from the funds held in the trust account, and the
|
(4)
|
This amount represents the approximate amount of annualized director and officer liability insurance premiums we anticipate paying following the completion of this offering and until we complete a business combination.
|
(5)
|
Includes organizational and administrative expenses and may include amounts related to above-listed expenses in the event actual amounts exceed estimates.
|
(6)
|
These expenses are estimates only. Our actual expenditures for some or all of these items may differ from the estimates set forth herein. For example, we may incur greater legal and accounting expenses than our current estimates in connection with negotiating and structuring a business combination based upon the level of complexity of such business combination. In the event we identify an acquisition target in a specific industry subject to specific regulations, we may incur additional expenses associated with legal due diligence and the engagement of special legal counsel. In addition, our staffing needs may vary and as a result, we may engage a number of consultants to assist with legal and financial due diligence. We do not anticipate any change in our intended use of proceeds, other than fluctuations among the current categories of allocated expenses, which fluctuations, to the extent they exceed current estimates for any specific category of expenses, would not be available for our expenses. The amount in the table above does not include interest available to us from the trust account. Based on current interest rates, we would expect approximately $300,000 be available to us from interest earned on the funds held in the trust account over the 12 months following the closing of this offering; however, we can provide no assurances regarding this amount. This estimate assumes an interest rate of 0.10% per annum based upon current yields of securities in which the trust account may be invested. In addition, in order to fund working capital or finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our directors and officers may, but are not obligated to, loan us funds as may be required. If we complete our initial business combination, we may repay such loaned amounts out of the proceeds of the trust account released to us. Otherwise, such loans may be repaid only out of funds held outside the trust account. In the event that our initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used to repay such loaned amounts. Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the private placement warrants issued to our sponsor. The terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. We do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.
|
(7)
|
This amount represents payment to our sponsor of a total of $10,000 per month for office space, support and administrative services. See “Certain Relationships and Related Party Transactions – Administrative Services Agreement.” Upon the earlier of consummation of our initial business combination and our liquidation, we will cease paying these monthly fees.
|
(8)
|
Includes estimated amounts that may also be used in connection with our initial business combination to fund a “no shop” provision and commitment fees for financing.
|
|
| |
Without Over-
Allotment
|
| |
With Over-
Allotment
|
Public offering price
|
| |
$10.00
|
| |
$10.00
|
Net tangible book value before this offering
|
| |
(0.01)
|
| |
(0.01)
|
Increase attributable to public stockholders
|
| |
0.57
|
| |
0.50
|
Pro forma net tangible book value after this offering and the sale of the private placement warrants
|
| |
0.56
|
| |
0.49
|
Dilution to public stockholders
|
| |
$9.44
|
| |
9.51
|
Percentage of dilution to new investors
|
| |
94.4%
|
| |
95.1%
|
|
| |
Shares Purchased
|
| |
Total Consideration
|
| |
Average
Price Per
Share
|
||||||
|
| |
Number
|
| |
Percentage
|
| |
Amount
|
| |
Percentage
|
| ||
Initial Stockholders(1)(2)
|
| |
7,500,000
|
| |
20.00%
|
| |
$25,000
|
| |
0.01%
|
| |
$0.003
|
Public Stockholders
|
| |
30,000,000
|
| |
80.00%
|
| |
$300,000,000
|
| |
99.99%
|
| |
$10.000
|
|
| |
37,500,000
|
| |
100.00%
|
| |
$300,025,000
|
| |
100.00%
|
| |
|
(1)
|
Assumes the full forfeiture of 1,125,000 shares that are subject to forfeiture by our sponsor depending on the extent to which the underwriter’s over-allotment option is exercised.
|
(2)
|
Assumes conversion of shares of our Class B common stock into shares of our Class A common stock on a one-for-one basis. The dilution to public stockholders would increase to the extent that the anti- dilution provisions of the shares of our Class B common stock result in the issuance of shares of our Class A common stock on a greater than one-to-one basis upon such conversion.
|
|
| |
Without Over-
Allotment
|
| |
With Over-
Allotment
|
Numerator:
|
| |
|
| |
|
Net tangible book deficit before this offering
|
| |
$(59,000)
|
| |
$(59,000)
|
Proceeds from this offering and sale of the private placement warrants, net of underwriting discounts (excluding deferred underwriting discounts) and estimated offering expenses
|
| |
$301,000,000
|
| |
$346,000,000
|
Plus offering costs accrued for and paid in advance, excluded from net tangible book value before this offering
|
| |
70,000
|
| |
70,000
|
Less: deferred underwriting discounts payable
|
| |
(10,500,000)
|
| |
(12,075,000)
|
Less: amount of shares of our Class A common stock subject to redemption to maintain net tangible assets of at least $5,000,001
|
| |
(285,510,990)
|
| |
(328,935,990)
|
|
| |
$5,000,010
|
| |
$5,000,010
|
Denominator:
|
| |
|
| |
|
Shares of our Class B common stock issued and outstanding prior to this offering
|
| |
8,625,000
|
| |
8,625,000
|
Shares of our Class B common stock forfeited if over-allotment is not exercised
|
| |
(1,125,000)
|
| |
—
|
Shares of our Class A common stock included in the units offered
|
| |
30,000,000
|
| |
34,500,000
|
Less: shares of our Class A common stock subject to redemption to maintain net tangible assets of at least $5,000,001
|
| |
(28,551,099)
|
| |
(32,893,599)
|
|
| |
8,948,901
|
| |
10,231,401
|
|
| |
March 8, 2021
|
|||
|
| |
Actual
|
| |
As
Adjusted(2)
|
Promissory note(1)
|
| |
$—
|
| |
$—
|
Deferred underwriting commissions
|
| |
—
|
| |
10,500,000
|
Shares of our Class A common stock, subject to redemption; 0 shares actual and 28,551,099 shares as adjusted(3)
|
| |
—
|
| |
285,510,990
|
Stockholders’ equity:
|
| |
|
| |
|
Preferred stock, $0.0001 par value, 5,000,000 shares authorized (actual and as adjusted); none issued or outstanding (actual and as adjusted)
|
| |
—
|
| |
—
|
Class A common stock, $0.0001 par value, 500,000,000 shares authorized (actual and as adjusted); no shares issued and outstanding (actual); 1,448,901 shares issued and outstanding (excluding 28,551,099 shares subject to redemption) (as adjusted)
|
| |
—
|
| |
145
|
Class B common stock, $0.0001 par value, 50,000,000 shares authorized (actual and as adjusted); 8,625,000 issued and outstanding (actual), 7,500,000 issued and outstanding (as adjusted)(4)
|
| |
863
|
| |
750
|
Additional paid-in capital(5)
|
| |
24,137
|
| |
5,013,115
|
Accumulated deficit
|
| |
(14,000)
|
| |
(14,000)
|
Total stockholders’ equity
|
| |
$11,000
|
| |
$5,000,010
|
Total capitalization
|
| |
$11,000
|
| |
$301,011,000
|
(1)
|
Our sponsor has agreed to loan us up to $300,000 under an unsecured promissory note to be used for a portion of the expenses of this offering, which loan is due at the earlier of December 31, 2021 or the closing of this offering. As of March 8, 2021, we had not borrowed any amount under the $300,000 promissory note with our sponsor.
|
(2)
|
Assumes the full forfeiture of 1,125,000 shares that are subject to forfeiture by our sponsor depending on the extent to which the underwriter’s over-allotment option is exercised. The proceeds of the sale of such shares will not be deposited into the trust account, the shares will not be eligible for redemption from the trust account nor will they be eligible to vote upon the initial business combination.
|
(3)
|
Upon the completion of our initial business combination, we will provide our public stockholders with the opportunity to redeem their public shares for cash equal to their pro rata share of the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest (which interest shall be net of taxes payable), subject to the limitations described herein whereby our net tangible assets will be maintained at a minimum of $5,000,001 following such redemptions, and any limitations (including, but not limited to, cash requirements) created by the terms of the proposed business combination. The “as adjusted” amount of shares of common stock, subject to redemption equals the “as adjusted” total assets of $301,011,000, less the “as adjusted” total liabilities of $10,500,000, less the “as adjusted” total stockholder’s equity of $5,000,010. The value of shares of our Class A common stock that may be redeemed is equal to $10.00 per share (which is the assumed redemption price) multiplied by 28,551,099 shares of our Class A common stock, which is the maximum number of shares of our Class A common stock that may be redeemed for a $10.00 purchase price per share and still maintain at least $5,000,001 of net tangible assets.
|
(4)
|
Actual share amount is prior to any forfeiture of founder shares by our sponsor and as adjusted share amount assumes no exercise of the underwriter’s over-allotment option.
|
(5)
|
The “as adjusted” additional paid-in capital calculation is equal to the “as adjusted” total stockholder’s equity of $5,000,010, minus Class A common stock (par value) of $145, less Class B common stock (par value) of $750, plus the accumulated deficit of $(14,000).
|
•
|
may significantly dilute the equity interest of investors in this offering, which dilution would increase if the anti-dilution provisions in the shares of our Class B common stock resulted in the issuance of shares of our Class A common stock on a greater than one-to-one basis upon conversion of the shares of our Class B common stock;
|
•
|
may subordinate the rights of holders of shares of common stock if shares of preferred stock are issued with rights senior to those afforded our shares of common stock;
|
•
|
could cause a change of control of our company if a substantial number of our shares of common stock is issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present directors and officers;
|
•
|
may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us;
|
•
|
may adversely affect prevailing market prices for our units, shares of common stock and/or warrants; and
|
•
|
may not result in adjustment to the exercise price of our warrants.
|
•
|
default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;
|
•
|
acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;
|
•
|
our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;
|
•
|
our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding;
|
•
|
our inability to pay dividends, if declared, on shares of our common stock;
|
•
|
using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on shares of our common stock if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;
|
•
|
limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;
|
•
|
increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and
|
•
|
limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.
|
•
|
staffing for financial, accounting and external reporting areas, including segregation of duties;
|
•
|
reconciliation of accounts;
|
•
|
proper recording of expenses and liabilities in the period to which they relate;
|
•
|
evidence of internal review and approval of accounting transactions;
|
•
|
documentation of processes, assumptions and conclusions underlying significant estimates; and
|
•
|
documentation of accounting policies and procedures.
|
•
|
Large and Growing Market Opportunity. We believe that the healthcare services industry represents a significant market opportunity. According to CMS, total U.S. healthcare expenditures reached approximately $3.8 trillion in 2019, and CMS has estimated that total U.S. healthcare spending will constitute approximately 20% of projected U.S. gross domestic product in 2028. We believe the current trajectories of healthcare spending will encourage the development of new technologies and present valuable opportunities for growth in the healthcare space.
|
•
|
Shift from Volume-Based care to Value-Based Care. In traditional volume-based care, or fee-for-service, healthcare providers are reimbursed for the number of services ordered. In these models, neither quality of care nor necessity of individual services (tests, procedures, etc.) are emphasized. The recent shift to performance-based care, or a more holistic approach to treatment, is intended to enhance cost efficiency while holding providers accountable for the quality of services they offer through risk-sharing models. This change is expected to significantly alter the dynamics of the U.S. healthcare system and to create opportunities for businesses to enter the healthcare space and make a difference in patient care.
|
•
|
Accelerating Shift of Care to Lower Cost Settings. There has been a significant shift toward alternative sites and consumer convenience in recent years. We expect to continue to see an increased volume mix to outpatient care, particularly in lower-cost sites outside of the hospital as consumers gravitate to retail-friendly models and lower out-of-pocket costs.
|
•
|
Macro Trends. Total U.S. healthcare expenditures are projected to grow at an average annual rate of approximately 5.4% from 2019 through 2028, according to CMS. Explanatory factors for this projected growth include an aging population, increasing prevalence of chronic diseases and improved access to healthcare products and services. This projected growth trajectory has put significant pressure on payors, which suggests favorable trends for healthcare companies that can control costs while improving access and overall quality of healthcare.
|
•
|
Increased Emphasis Due to COVID-19 Pandemic. The COVID-19 pandemic has amplified the attention paid to the U.S. healthcare system. Public and private entities are placing an increasing emphasis on the resilience and stability of the system, in particular shortening supply chains, reducing reliance on offshore suppliers, and improving reliability and efficiency. We expect this dynamic to favor domestic companies that can reduce cost and improve quality of and access to care.
|
•
|
Technological Advances and Spread of Social Media. Recent years have seen great advances in electronic healthcare services (e.g. electronic medical records, telehealth, awareness of mental health on social media, etc.). Combined with shifts in the methods of healthcare delivery in the U.S. (e.g. value-based care), we believe that there are attractive opportunities for development of flagship products or services.
|
•
|
Gaps in Access, Quality and Affordability of Healthcare. Despite healthcare reform designed to make health insurance accessible to a broader range of the U.S. population, we believe that significant healthcare disparities have persisted and, in some cases, widened. Our management team is committed to closing these gaps and believes that it requires ongoing technological innovation, increasing attention towards the social determinants of health, and continued cost containment in addition to public policy actions and fiscal support. These challenging dynamics are expected to continue to put pressure on healthcare services companies to act with speed, creativity and resilience—and reward those that can do so—regardless of the regulatory or political environment.
|
•
|
Risk-Based Providers and Services. The increasing cost of care has prompted a transition to value-based care models that are designed to reduce unnecessary healthcare spending. CMS estimates that total U.S. healthcare spending in 2019 was approximately $3.8 trillion. A report published by JAMA Network in 2019 estimated that approximately one-quarter of all U.S. healthcare spending was due to healthcare waste, including unnecessary services, excessive administrative costs and fraud. We believe that this creates a market opportunity for provider organizations that engage in capitated models designed to share in the risk associated with the healthcare costs of their underlying patient population. There has also been an increased emphasis on provider training and continuing education.
|
•
|
Alternate Site Healthcare Provider and Services. Rising healthcare expenditures are prompting industry players to transition to less expensive care settings. Hospitals, clinics and other traditional care sites are seeking to reduce expenses and launch value-based care initiatives, including a shift to outpatient and retail care sites, such as urgent care clinics and ambulatory surgical centers. Enhanced by digital health innovations and technologies, we expect such alternate site healthcare providers to drive the integration of the industry and to reduce the overall cost of healthcare.
|
•
|
Home Care and Hospices. The elderly population of the U.S. continues to grow, resulting in an ongoing need for long-term care. We believe that many elderly patients now prefer the home care model to traditional hospitals. In addition, technology advances are expected to improve care delivery, enabling better patient care in a home environment and saving costly hospital spending. Despite the sector being very fragmented, home care is projected to be one of the two fastest growing sectors of the U.S. healthcare economy, and the fifth fastest growing industry in the U.S. economy generally, based on projected compound annual growth rates in jobs from 2019 through 2029, according to 2020 data appearing on the U.S. Bureau of Labor Statistics’ “The Economics Daily” website.
|
•
|
Behavioral Health. According to a 2018 survey by the Substance Abuse and Mental Health Services Administration, an agency within the U.S. Department of Health and Human Services, approximately
|
•
|
operating companies in the public and private markets, defining corporate strategy, and identifying, mentoring and recruiting leading talent, and identifying and executing on operational improvements that drive value;
|
•
|
growing companies, both organically and through strategic transactions, expanding product portfolios and broadening geographic footprints;
|
•
|
building strong sales networks to drive organic growth across market segments, targeting a wide range of payor and referral sources, with a focus on compliance and customer service across all parties in the care delivery and reimbursement chain;
|
•
|
strategically investing in leading private and public healthcare and other companies to help accelerate growth and maturation;
|
•
|
sourcing, structuring, acquiring and selling businesses;
|
•
|
accessing public and private capital markets to optimize capital structure, including financing businesses and helping companies transition ownership structures; and
|
•
|
fostering relationships with sellers, capital providers and experienced target management teams.
|
•
|
Industry Attractiveness. Macro industry dynamics, including the healthcare regulatory and reimbursement situation, must be favorable on a go-forward basis. Healthcare companies can utilize the extensive networks and insights that members of our management team have built in the sector to drive meaningful operational improvements and efficiency gains or to enhance their strategic position by using technology solutions to differentiate its offering.
|
•
|
Strong Management Team. We will seek to acquire businesses or companies with seasoned and strong management teams. Our team brings a breadth of knowledge and plans to focus on assets that represent the same values, proven track records, and work ethic.
|
•
|
Growth Potential. We will seek to target propositions with significant growth potential with the addition of our management team and resources.
|
•
|
Value Proposition. We will seek businesses or companies with clear value proposition, including how success will be measured and demonstrated to investors and that we believe are positioned to provide attractive risk-adjusted equity returns for our shareholders.
|
•
|
Benefit from Access to Public Investors. We will seek to target companies that are ready to become public, with strong management, corporate governance and reporting policies in place, and which we believe will likely be well received by public investors and are expected to have good access to the public capital markets.
|
•
|
solely dependent upon the performance of a single business, property or asset; or
|
•
|
dependent upon the development or market acceptance of a single or limited number of products, processes or services.
|
Type of Transaction
|
| |
Whether
Stockholder
Approval is
Required
|
Purchase of assets
|
| |
No
|
Purchase of stock of target not involving a merger with the company
|
| |
No
|
Merger of target into a subsidiary of the company
|
| |
No
|
Merger of the company with a target
|
| |
Yes
|
•
|
we issue (other than in a public offering for cash) shares of common stock that will either be equal to or in excess of 20% of the number of shares of our common stock then issued and outstanding (other than in a public offering for cash; or a private financing for cash at a price at least equal to a minimum price specified by the NYSE rule);
|
•
|
any of our directors, officers or substantial security holders (as defined by the rules of the NYSE) has a 5% or greater interest, directly or indirectly, in the target business or assets to be acquired and if the number of shares of common stock to be issued, or if the number of shares of common stock into which the securities may be convertible or exercisable, exceeds either (a) 1% of the number of shares of common stock or 1% of the voting power outstanding before the issuance in the case of any of our directors and officers or (b) 5% of the number of shares of common stock or 5% of the voting power issued and outstanding before the issuance in the case of any substantial security holders; or
|
•
|
the issuance or potential issuance of shares of common stock will result in our undergoing a change of control.
|
•
|
the timing of the transaction, including in the event we determine stockholder approval would require additional time and there is either not enough time to seek stockholder approval or doing so would place the company at a disadvantage in the transaction or result in other additional burdens on the company;
|
•
|
the expected cost of holding a stockholder vote;
|
•
|
the risk that the stockholders would fail to approve the proposed business combination;
|
•
|
other time and budget constraints of the company; and
|
•
|
additional legal complexities of a proposed business combination that would be time-consuming and burdensome to present to stockholders.
|
•
|
conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and
|
•
|
file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.
|
•
|
conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and
|
•
|
file proxy materials with the SEC.
|
•
|
prior to the consummation of our initial business combination, we shall either: (1) seek stockholder approval of our initial business combination at a meeting called for such purpose at which stockholders may seek to redeem their public shares, regardless of whether they vote for or against, or abstain from voting on, the proposed business combination, into their pro rata share of the aggregate amount on deposit in the trust account as of two business days prior to the consummation of our initial business combination, including interest (net of taxes); or (2) provide our public stockholders with the opportunity to tender their public shares to us by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount equal to their pro rata share of the aggregate amount on deposit in the trust account as of two business days prior to the consummation of our initial business combination, including interest (net of taxes), in each case subject to the limitations described herein;
|
•
|
we will consummate our initial business combination only if we have net tangible assets of at least $5,000,001 or any greater net tangible asset or cash requirement that may be contained in the agreement relating to our initial business combination upon such consummation and, solely if we seek stockholder approval, a majority of the outstanding shares of common stock voted are voted in favor of our initial business combination at a duly held stockholders meeting;
|
•
|
if our initial business combination is not consummated within 24 months from the closing of this offering, then we must (1) cease all operations except for the purpose of winding up, (2) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on funds held in the trust account (net of taxes payable and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (3) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law; and
|
•
|
prior to our initial business combination, we will not issue any additional shares of our capital stock that would entitle the holders thereof (1) to receive funds from the trust account or (2) to vote on any initial business combination, any pre-initial business combination activity, or any amendment to the article in our amended and restated certificate of incorporation which governs, among other things, distributions from the trust account, certain rights of stockholders and other pre-initial business combination matters.
|
|
| |
Redemptions in
Connection with our
Initial Business
Combination
|
| |
Other Permitted
Purchases of Public
Shares by our Affiliates
|
| |
Redemptions if we fail to
Complete an Initial
Business Combination
|
Calculation of redemption price
|
| |
Redemptions at the time of our initial business combination may be made pursuant to a tender offer or in connection with a stockholder vote. The redemption price will be the
|
| |
If we seek stockholder approval of our initial business combination, our sponsor, directors, officers, advisors or any of their respective affiliates may purchase public shares or
|
| |
If we have not completed our initial business combination within 24 months from the closing of this offering or during any Extension Period, we will redeem all public shares
|
|
| |
Redemptions in
Connection with our
Initial Business
Combination
|
| |
Other Permitted
Purchases of Public
Shares by our Affiliates
|
| |
Redemptions if we fail to
Complete an Initial
Business Combination
|
|
| |
same whether we conduct redemptions pursuant to a tender offer or in connection with a stockholder vote. In either case, our public stockholders may redeem their public shares for cash equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination (which is initially anticipated to be $10.00 per share), including interest (which interest shall be net of taxes payable), divided by the number of then- issued and outstanding public shares, subject to the limitation that no redemptions will take place if all of the redemptions would cause our net tangible assets to be less than $5,000,001 following such redemptions, or any greater net tangible asset or cash requirement that may be contained in the agreement relating to our initial business combination.
|
| |
warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. Such purchases will be restricted except to the extent such purchases are able to be made in compliance with Rule 10b-18, which is a safe harbor from liability for manipulation under Section 9(a)(2) and Rule 10b-5 of the Exchange Act. None of the funds in the trust account will be used to purchase shares in such transactions.
|
| |
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account (which is initially anticipated to be $10.00 per share), including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares.
|
|
| |
|
| |
|
| |
|
Impact to remaining stockholders
|
| |
The redemptions in connection with our initial business combination will reduce the book value per share for our remaining stockholders, who will bear the burden of the deferred underwriting commissions and interest withdrawn in order to pay taxes (to the extent not paid from amounts accrued as interest on the funds held in the trust account).
|
| |
If the permitted purchases described above are made, there will be no impact to our remaining stockholders because the purchase price would not be paid by us.
|
| |
The redemption of our public shares if we fail to complete our initial business combination will reduce the book value per share for the shares held by our initial stockholders, who will be our only remaining stockholders after such redemptions.
|
|
| |
Terms of our Offering
|
| |
Terms Under a
Rule 419 Offering
|
Escrow of offering proceeds
|
| |
The rules of the NYSE provide that at least 90% of the gross proceeds from this offering and the sale of the private placement warrants be deposited in a trust account. $300,000,000 of the net proceeds of this offering and the sale of the private placement warrants will be deposited into a U.S.-based trust account at Bank of America, N.A., with Continental Stock Transfer & Trust Company acting as trustee.
|
| |
Approximately $255,150,000 of the offering proceeds, representing the gross proceeds of this offering less allowable underwriting commissions, expenses and company deductions under Rule 419, would be required to be deposited into either an escrow account with an insured depositary institution or in a separate bank account established by a broker-dealer in which the broker-dealer acts as trustee for persons having the beneficial interests in the account.
|
|
| |
|
| |
|
Investment of net proceeds
|
| |
$300,000,000 of the net offering proceeds and the sale of the private placement warrants held in trust will be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act.
|
| |
Proceeds could be invested only in specified securities such as a money market fund meeting conditions of the Investment Company Act or in securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States.
|
|
| |
|
| |
|
Receipt of interest on escrowed funds
|
| |
Interest on proceeds from the trust account to be paid to stockholders is reduced by (1) any taxes paid or payable and (2) in the event of our liquidation for failure to complete our initial business combination within the allotted time, up to $100,000 of net interest that may be released to us should we have no or insufficient working capital to fund the costs and expenses of our dissolution and liquidation.
|
| |
Interest on funds in escrow account would be held for the sole benefit of investors, unless and only after the funds held in escrow were released to us in connection with our completion of a business combination.
|
|
| |
|
| |
|
Limitation on fair value or net assets of target business
|
| |
The NYSE rules require that our initial business combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting discount held in trust).
|
| |
The fair value or net assets of a target business must represent at least 80% of the maximum offering proceeds.
|
|
| |
|
| |
|
Trading of securities issued
|
| |
The units will begin trading on or promptly after the date of this prospectus. The shares of our Class A common stock and warrants constituting the units will begin separate trading on the 52nd day following the date of this prospectus (or, if such date is not a business day, the following business day)
|
| |
No trading of the units or the underlying shares of common stock and warrants would be permitted until the completion of a business combination. During this period, the securities would be held in the escrow or trust account.
|
|
| |
Terms of our Offering
|
| |
Terms Under a
Rule 419 Offering
|
|
| |
unless the underwriter informs us of its decision to allow earlier separate trading, subject to our having filed a Current Report on Form 8-K with the SEC containing an audited balance sheet of our company reflecting our receipt of the gross proceeds of this offering and having issued a press release announcing when such separate trading will begin. We will file the Current Report on Form 8-K promptly after the closing of this offering. If the underwriter’s over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriter’s over-allotment option.
|
| |
|
|
| |
|
| |
|
Exercise of the warrants
|
| |
The warrants cannot be exercised until the later of 30 days after the completion of our initial business combination and 12 months from the closing of this offering.
|
| |
The warrants could be exercised prior to the completion of a business combination, but securities received and cash paid in connection with the exercise would be deposited in the escrow or trust account.
|
|
| |
|
| |
|
Election to remain an investor
|
| |
We will provide our public stockholders with the opportunity to redeem their public shares for cash equal to their pro rata share of the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of our initial business combination, including interest, net of taxes, upon the completion of our initial business combination, subject to the limitations described herein. We may not be required by applicable law or stock exchange rules to hold a stockholder vote. If we are not required by applicable law or stock exchange rules and do not otherwise decide to hold a stockholder vote, we will, pursuant to our amended and restated certificate of incorporation, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under the SEC’s proxy rules. If, however, we hold a stockholder vote, we will, like many blank check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy
|
| |
A prospectus containing information pertaining to the business combination required by the SEC would be sent to each investor. Each investor would be given the opportunity to notify the company in writing, within a period of no less than 20 business days and no more than 45 business days from the effective date of a post-effective amendment to the company’s registration statement, to decide if he, she or it elects to remain a stockholder of the company or require the return of his, her or its investment. If the company has not received the notification by the end of the 45th business day, funds and interest or dividends, if any, held in the trust or escrow account are automatically returned to the stockholder. Unless a sufficient number of investors elect to remain investors, all funds on deposit in the escrow account must be returned to all of the investors and none of the securities are issued.
|
|
| |
Terms of our Offering
|
| |
Terms Under a
Rule 419 Offering
|
|
| |
rules and not pursuant to the tender offer rules. Pursuant to the tender offer rules, the tender offer period will be not less than 20 business days and, in the case of a stockholder vote, a final proxy statement would be mailed to public stockholders at least 10 days prior to the stockholder vote. However, we expect that a draft proxy statement would be made available to such stockholders well in advance of such time, providing additional notice of redemption if we conduct redemptions in conjunction with a proxy solicitation. If we seek stockholder approval, we will complete our initial business combination only if a majority of the shares of common stock voted are voted in favor of our initial business combination. A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of the company representing a majority of the voting power of all outstanding shares of capital stock of the company entitled to vote at such meeting. Additionally, each public stockholder may elect to redeem its public shares without voting and, if they do vote, irrespective of whether they vote for or against the proposed transaction or abstain from voting.
|
| |
|
|
| |
|
| |
|
|
| |
Terms of our Offering
|
| |
Terms Under a
Rule 419 Offering
|
Business combination deadline
|
| |
If we are unable to complete an initial business combination within 24 months from the closing of this offering, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (net of taxes and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for claims of creditors and in all cases subject to the requirements of other applicable law.
|
| |
If an acquisition has not been completed within 18 months after the effective date of the company’s registration statement, funds held in the trust or escrow account are returned to investors.
|
|
| |
|
| |
|
Release of funds
|
| |
Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, if any, the funds held in the trust account will not be released from the trust account until the earliest of: (1) our completion of an initial business combination; (2) the redemption of any public shares properly submitted in connection with a stockholder vote to amend our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity; and (3) the redemption of our public shares if we have not completed an initial business combination within 24 months from the closing of this offering, subject to applicable law.
|
| |
The proceeds held in the escrow account are not released until the earlier of the completion of a business combination or the failure to effect a business combination within the allotted time.
|
|
| |
Terms of our Offering
|
| |
Terms Under a
Rule 419 Offering
|
Limitation on redemption rights of stockholders holding more than 15% of the shares sold in this offering if we hold a stockholder vote
|
| |
If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect Excess Shares (more than an aggregate of 15% of the shares sold in this offering), without our prior consent. Our public stockholders’ inability to redeem Excess Shares will reduce their influence over our ability to complete our initial business combination and they could suffer a material loss on their investment in us if they sell Excess Shares in open market transactions.
|
| |
Most blank check companies provide no restrictions on the ability of stockholders to redeem shares based on the number of shares held by such stockholders in connection with an initial business combination.
|
|
| |
|
| |
|
Tendering stock certificates in connection with a tender offer or redemption rights
|
| |
We may require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates to our transfer agent prior to the date set forth in the tender offer documents or proxy materials mailed to such holders, or up to two business days prior to the scheduled vote on the proposal to approve our initial business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option. The tender offer or proxy materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public stockholders to satisfy such delivery requirements. Accordingly, a public stockholder would have from the time we send out our tender offer materials until the close of the tender offer period, or up to two business days prior to the scheduled vote on the business combination if we distribute proxy materials, as applicable, to tender its shares if it wishes to seek to exercise its redemption rights.
|
| |
In order to perfect redemption rights in connection with their business combinations, holders could vote against a proposed business combination and check a box on the proxy card indicating such holders were seeking to exercise their redemption rights. After the business combination was approved, the company would contact such stockholders to arrange for them to deliver their certificate to verify ownership.
|
Name
|
| |
Age
|
| |
Title
|
John Ellis “Jeb” Bush
|
| |
68
|
| |
Chairman of the Board of Directors
|
Richard L. Jackson
|
| |
67
|
| |
President and Chief Executive Officer
|
Douglas B. Kline
|
| |
71
|
| |
Chief Financial Officer and Treasurer
|
David A. Perdue, Jr.
|
| |
71
|
| |
Director Nominee
|
Marilyn B. Tavenner
|
| |
69
|
| |
Director Nominee
|
Carlos A. Migoya
|
| |
70
|
| |
Director Nominee
|
•
|
assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent auditor’s qualifications and independence, and (4) the performance of our internal audit function and independent auditors;
|
•
|
the appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent registered public accounting firm engaged by us;
|
•
|
pre-approving all audit and non-audit services to be provided by the independent auditors or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures;
|
•
|
reviewing and discussing with the independent auditors all relationships the auditors have with us in order to evaluate their continued independence;
|
•
|
setting clear hiring policies for employees or former employees of the independent auditors;
|
•
|
setting clear policies for audit partner rotation in compliance with applicable laws and regulations;
|
•
|
obtaining and reviewing a report, at least annually, from the independent auditors describing (1) the independent auditor’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;
|
•
|
meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent auditor, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”;
|
•
|
reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and
|
•
|
reviewing with management, the independent auditors, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.
|
•
|
reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation;
|
•
|
reviewing and making recommendations to our board of directors with respect to the compensation, and any incentive-compensation and equity-based plans that are subject to board approval of all of our other officers;
|
•
|
reviewing our executive compensation policies and plans;
|
•
|
implementing and administering our incentive compensation equity-based remuneration plans;
|
•
|
assisting management in complying with our proxy statement and annual report disclosure requirements;
|
•
|
approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees;
|
•
|
producing a report on executive compensation to be included in our annual proxy statement; and
|
•
|
reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.
|
•
|
identifying, screening and reviewing individuals qualified to serve as directors, consistent with criteria approved by the board of directors, and recommending to the board of directors candidates for nomination for election at the annual stockholder meeting or to fill vacancies on the board of directors;
|
•
|
developing and recommending to the board of directors and overseeing implementation of our corporate governance policies;
|
•
|
coordinating and overseeing the annual self-evaluation of the board of directors, its committees, individual directors and management in the governance of the company; and
|
•
|
reviewing on a regular basis our overall corporate governance and recommending improvements as and when necessary.
|
•
|
None of our directors or officers is required to commit his or her full time to our affairs and, accordingly, may have conflicts of interest in allocating his or her time among various business activities.
|
•
|
In the course of their other business activities, our directors and officers may become aware of investment and business opportunities that may be appropriate for presentation to us as well as the other entities with which they are affiliated. Our management may have conflicts of interest in determining to which entity a particular business opportunity should be presented. For a complete description of our management’s other affiliations, see “Management — Directors, Director Nominees and Officers.”
|
•
|
Our initial stockholders, directors and officers have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with the consummation of our initial business combination. Additionally, our initial stockholders have agreed to waive their redemption rights with respect to their founder shares if we fail to consummate our initial business combination within 24 months after the closing of this offering or during any Extension Period. However, if our initial stockholders (or any of our directors, officers or affiliates) acquire public shares, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to consummate our initial business combination within the prescribed time frame. If we do not complete our initial business combination within such applicable time period, the proceeds
|
•
|
Our directors and officers may negotiate employment or consulting agreements with a target business in connection with a particular business combination. These agreements may provide for them to receive compensation following our initial business combination and as a result, may cause them to have conflicts of interest in determining whether to proceed with a particular business combination.
|
•
|
Our directors and officers may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such directors and officers was included by a target business as a condition to any agreement with respect to our initial business combination.
|
Individual
|
| |
Entity
|
| |
Entity’s Business
|
| |
Affiliation
|
Jeb Bush
|
| |
Jackson Healthcare(1)
|
| |
Healthcare
|
| |
Advisory board member
|
|
InnovAge Holding Corp.
|
| |
Healthcare
|
| |
Director
|
||
|
Get Heal, Inc.
|
| |
Healthcare
|
| |
Director
|
||
|
Finback Investment Partners
|
| |
Merchant Bank
|
| |
Chairman
|
||
|
| |
|
| |
|
| |
|
Richard L. Jackson
|
| |
Jackson Healthcare(1)
|
| |
Healthcare
|
| |
Chief Executive Officer, Chairman of the Board
|
|
Jackson Investment Group(2)
|
| |
Investment firm
|
| |
Chief Executive Officer, Chairman of the Board
|
||
|
| |
|
| |
|
| |
|
Marilyn B. Tavenner
|
| |
InnovAge Holding Corp.
|
| |
Healthcare
|
| |
Director
|
|
Blue Cross Blue Shield of
Arizona
|
| |
Healthcare
|
| |
Director
|
||
|
Select Medical Holdings
Corporation
|
| |
Healthcare
|
| |
Director
|
||
|
Psychiatric Medical Care, LLC
|
| |
Healthcare
|
| |
Director
|
||
|
Virginia Commonwealth
University Health Systems
Authority
|
| |
Healthcare
|
| |
Director
|
||
|
| |
|
| |
|
| |
|
Carlos A. Migoya
|
| |
Jackson Health System(3)
|
| |
Healthcare
|
| |
President and CEO
|
(1)
|
Includes Jackson Healthcare and certain of its funds and other affiliated companies.
|
(2)
|
Includes Jackson Investment Group and certain of its funds and other affiliated companies.
|
(3)
|
Not affiliated with Jackson Healthcare or Jackson Investment Group.
|
•
|
each person known by us to be the beneficial owner of more than 5% of our issued and outstanding shares of common stock;
|
•
|
each of our directors, officers and director nominees; and
|
•
|
all our directors, officers and director nominees as a group.
|
|
| |
|
| |
Approximate Percentage of Issued and
Outstanding Shares of Common Stock
|
|||
|
| |
Number of Shares
Beneficially
Owned(2)
|
| |
Before
Offering
|
| |
After
Offering(2)
|
Name and Address of Beneficial Owner(1)
|
| |
|
| |
|
| |
|
RJ Healthcare SPAC, LLC (our sponsor)(3)
|
| |
8,510,000
|
| |
98.7%
|
| |
19.7%
|
Jeb Bush(4)
|
| |
8,510,000
|
| |
98.7%
|
| |
19.7%
|
Richard L. Jackson(5)
|
| |
8,510,000
|
| |
98.7%
|
| |
19.7%
|
Douglas B. Kline
|
| |
15,000
|
| |
*
|
| |
*
|
David A. Perdue, Jr.
|
| |
50,000
|
| |
*
|
| |
*
|
Marilyn B. Tavenner
|
| |
25,000
|
| |
*
|
| |
*
|
Carlos A. Migoya
|
| |
25,000
|
| |
*
|
| |
*
|
All directors, officers and director nominees as a group (6 individuals)
|
| |
8,625,000
|
| |
100.0%
|
| |
20.0%
|
*
|
Less than one percent.
|
(1)
|
Unless otherwise noted, the business address of each of the following entities or individuals is c/o Jackson Acquisition Company, 2655 Northwinds Parkway, Alpharetta, GA 30009.
|
(2)
|
Interests shown consist solely of founder shares, classified as shares of our Class B common stock. Such shares will convert into shares of our Class A common stock on a one-for-one basis, subject to adjustment, as described in the section entitled “Description of Securities.”
|
(3)
|
RJ Healthcare SPAC, LLC, our sponsor, is the record holder of the shares of our Class B common stock reported herein. Entities controlled by Richard L. Jackson and Jeb Bush, respectively, are members of our sponsor and Messrs. Jackson and Bush serve as managers of our sponsor, but Mr. Jackson has two of the three votes on the board of managers and thus holds the ultimate voting and investment control over the shares held by our sponsor.
|
(4)
|
Jeb Bush is a manager of our sponsor and as such may be deemed to have shared beneficial ownership of the Class B common stock held directly by our sponsor; provided, however, that Richard L. Jackson holds the ultimate voting and investment control over the shares held by our sponsor. Mr. Bush disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
|
(5)
|
Richard L. Jackson is the controlling manager of our sponsor and as such is deemed to have beneficial ownership of the Class B common stock held directly by our sponsor. Mr. Jackson disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
|
•
|
repayment of an aggregate of up to $300,000 in loans made to us by our sponsor to cover offering- related and organizational expenses;
|
•
|
payment to an affiliate of our sponsor of a total of $10,000 per month for office space, administrative and support services;
|
•
|
reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination; and
|
•
|
repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our directors and officers to fund working capital or finance transaction costs in connection with an intended initial business combination, the terms of which have not been determined nor have any written agreements been executed with respect thereto. Up to $1,500,000 of such loans may be convertible into warrants, at a price of $1.50 per warrant at the option of the lender.
|
•
|
30,000,000 shares of our Class A common stock underlying the units being offered in this offering; and
|
•
|
7,500,000 shares of our Class B common stock held by our initial stockholders.
|
•
|
in whole and not in part;
|
•
|
at a price of $0.01 per warrant;
|
•
|
upon not less than 30 days’ prior written notice of redemption to each warrant holder, which we refer to as the 30-day redemption period; and
|
•
|
if, and only if, the last reported sale price of the shares of our Class A common stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders (which we refer to as the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “—Anti-dilution Adjustments”).
|
•
|
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 the table below, based on the redemption date and the “fair market value” of shares of our Class A common stock (as defined below) except as otherwise described below;
|
•
|
if, and only if, the Reference Value (as defined above under “—Redemption of warrants when the price per share of our Class A common stock equals or exceeds $18.00”) equals or exceeds $10.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “—Anti-dilution Adjustments”); and
|
•
|
if the Reference Value is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “—Anti-dilution Adjustments”), the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above.
|
Redemption Date (period to expiration of warrants)
|
| |
Fair Market Value of Shares of our Class A Common Stock ($)
|
||||||||||||||||||||||||
|
≤10.00
|
| |
11.00
|
| |
12.00
|
| |
13.00
|
| |
14.00
|
| |
15.00
|
| |
16.00
|
| |
17.00
|
| |
≥18.00
|
||
60 months
|
| |
0.261
|
| |
0.281
|
| |
0.297
|
| |
0.311
|
| |
0.324
|
| |
0.337
|
| |
0.348
|
| |
0.358
|
| |
0.361
|
57 months
|
| |
0.257
|
| |
0.277
|
| |
0.294
|
| |
0.310
|
| |
0.324
|
| |
0.337
|
| |
0.348
|
| |
0.358
|
| |
0.361
|
54 months
|
| |
0.252
|
| |
0.272
|
| |
0.291
|
| |
0.307
|
| |
0.322
|
| |
0.335
|
| |
0.347
|
| |
0.357
|
| |
0.361
|
51 months
|
| |
0.246
|
| |
0.268
|
| |
0.287
|
| |
0.304
|
| |
0.320
|
| |
0.333
|
| |
0.346
|
| |
0.357
|
| |
0.361
|
48 months
|
| |
0.241
|
| |
0.263
|
| |
0.283
|
| |
0.301
|
| |
0.317
|
| |
0.332
|
| |
0.344
|
| |
0.356
|
| |
0.361
|
45 months
|
| |
0.235
|
| |
0.258
|
| |
0.279
|
| |
0.298
|
| |
0.315
|
| |
0.330
|
| |
0.343
|
| |
0.356
|
| |
0.361
|
42 months
|
| |
0.228
|
| |
0.252
|
| |
0.274
|
| |
0.294
|
| |
0.312
|
| |
0.328
|
| |
0.342
|
| |
0.355
|
| |
0.361
|
39 months
|
| |
0.221
|
| |
0.246
|
| |
0.269
|
| |
0.290
|
| |
0.309
|
| |
0.325
|
| |
0.340
|
| |
0.354
|
| |
0.361
|
36 months
|
| |
0.213
|
| |
0.239
|
| |
0.263
|
| |
0.285
|
| |
0.305
|
| |
0.323
|
| |
0.339
|
| |
0.353
|
| |
0.361
|
33 months
|
| |
0.205
|
| |
0.232
|
| |
0.257
|
| |
0.280
|
| |
0.301
|
| |
0.320
|
| |
0.337
|
| |
0.352
|
| |
0.361
|
30 months
|
| |
0.196
|
| |
0.224
|
| |
0.250
|
| |
0.274
|
| |
0.297
|
| |
0.316
|
| |
0.335
|
| |
0.351
|
| |
0.361
|
27 months
|
| |
0.185
|
| |
0.214
|
| |
0.242
|
| |
0.268
|
| |
0.291
|
| |
0.313
|
| |
0.332
|
| |
0.350
|
| |
0.361
|
24 months
|
| |
0.173
|
| |
0.204
|
| |
0.233
|
| |
0.260
|
| |
0.285
|
| |
0.308
|
| |
0.329
|
| |
0.348
|
| |
0.361
|
21 months
|
| |
0.161
|
| |
0.193
|
| |
0.223
|
| |
0.252
|
| |
0.279
|
| |
0.304
|
| |
0.326
|
| |
0.347
|
| |
0.361
|
18 months
|
| |
0.146
|
| |
0.179
|
| |
0.211
|
| |
0.242
|
| |
0.271
|
| |
0.298
|
| |
0.322
|
| |
0.345
|
| |
0.361
|
15 months
|
| |
0.130
|
| |
0.164
|
| |
0.197
|
| |
0.230
|
| |
0.262
|
| |
0.291
|
| |
0.317
|
| |
0.342
|
| |
0.361
|
12 months
|
| |
0.111
|
| |
0.146
|
| |
0.181
|
| |
0.216
|
| |
0.250
|
| |
0.282
|
| |
0.312
|
| |
0.339
|
| |
0.361
|
9 months
|
| |
0.090
|
| |
0.125
|
| |
0.162
|
| |
0.199
|
| |
0.237
|
| |
0.272
|
| |
0.305
|
| |
0.336
|
| |
0.361
|
6 months
|
| |
0.065
|
| |
0.099
|
| |
0.137
|
| |
0.178
|
| |
0.219
|
| |
0.259
|
| |
0.296
|
| |
0.331
|
| |
0.361
|
3 months
|
| |
0.034
|
| |
0.065
|
| |
0.104
|
| |
0.150
|
| |
0.197
|
| |
0.243
|
| |
0.286
|
| |
0.326
|
| |
0.361
|
0 months
|
| |
—
|
| |
—
|
| |
0.042
|
| |
0.115
|
| |
0.179
|
| |
0.233
|
| |
0.281
|
| |
0.323
|
| |
0.361
|
•
|
if we have not completed our initial business combination within 24 months from the closing of this offering, we will: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on funds held in the trust account (net of taxes payable on such interest and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any); and (3) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law;
|
•
|
prior to our initial business combination, we will not issue any additional shares of our capital stock that would entitle the holders thereof (1) to receive funds from the trust account or (2) to vote on any
|
•
|
although we do not intend to enter into a business combination with a target business that is affiliated with our sponsor, our directors or our officers, we are not prohibited from doing so. In the event we enter into such a transaction, we, or a committee of independent and disinterested directors, will obtain an opinion from an independent investment banking firm or another valuation or appraisal firm that regularly renders fairness opinions that such a business combination is fair to our company from a financial point of view;
|
•
|
if a stockholder vote on our initial business combination is not required by law and we do not decide to hold a stockholder vote for business or other reasons, we will offer to redeem our public shares pursuant to a tender offer in accordance with Rule 13e-4 and Regulation 14E of the Exchange Act, and will file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about our initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act;
|
•
|
our initial business combination must be with one or more operating businesses or assets with an aggregate fair market value equal to at least 80% of the assets held in trust (net of deferred underwriting discounts and taxes payable on interest earned on funds in the trust account);
|
•
|
if our stockholders approve an amendment to our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, we will provide our public stockholders with the opportunity to redeem all or a portion of their shares of common stock upon such approval at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on funds held in the trust account (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares; and
|
•
|
we will not effectuate our initial business combination solely with another blank check company or a similar company with nominal operations.
|
•
|
prior to such time, our board of directors approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;
|
•
|
upon consummation of the transaction which resulted in the stockholder becoming an “interested stockholder,” the interested stockholder owned at least 85% of our voting stock outstanding at the time the transaction commenced (excluding certain shares); or
|
•
|
on or subsequent to such time, the business combination is approved by the Board and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least two-thirds of the outstanding voting stock not owned by the interested stockholder.
|
•
|
1% of the total number of shares of common stock then issued and outstanding, which will equal 375,000 shares immediately after this offering (or 431,250 if the underwriter exercises its over- allotment option in full); or
|
•
|
the average weekly reported trading volume of the shares of common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.
|
•
|
the issuer of the securities that was formerly a shell company has ceased to be a shell company;
|
•
|
the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;
|
•
|
the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Current Reports on Form 8-K; and
|
•
|
at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company.
|
•
|
financial institutions, insurance companies, mutual funds, real estate investment trusts, and regulated investment companies;
|
•
|
investors in pass-through entities (such as partnerships, S corporations and disregarded entities for U.S. federal income tax purposes);
|
•
|
tax-exempt organizations;
|
•
|
brokers or dealers in securities or currencies;
|
•
|
traders in securities that elect to use a mark-to-market method of accounting;
|
•
|
persons that hold common stock as part of a straddle, hedge, integrated transaction, constructive sale or conversion transaction, or those that purchased or sell their common stock as part of a wash sale;
|
•
|
certain expatriates, former citizens of, or long-term residents of the United States, or persons that have a functional currency other than the U.S. dollar;
|
•
|
persons that own (or are treated as owning) 5% or more of our common stock;
|
•
|
persons who hold or receive our common stock as compensation, through a tax-qualified retirement plan or through the exercise of a warrant (other than a warrant acquired through this offering) or conversion rights under convertible instruments;
|
•
|
persons who hold shares of common stock that may constitute “qualified small business stock” under Section 1202 of the Code or as “Section 1244 stock” for purposes of Section 1244 of the Code; and
|
•
|
persons who acquired common stock in a transaction subject to the gain rollover provisions of Section 1045 of the Code.
|
•
|
the gain is effectively connected with the conduct of a trade or business by the Non-U.S. Holder within the United States (and, under certain income tax treaties, is attributable to a United States permanent establishment or fixed base maintained by the Non-U.S. Holder);
|
•
|
the Non-U.S. Holder is an individual present in the United States for 183 days or more in the taxable year of disposition and certain other conditions are met; or
|
•
|
we are or have been a “United States real property holding corporation” for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of disposition or the period that the Non-U.S. Holder held our Class A common stock, and, in the case where shares of our Class A common stock are regularly traded on an established securities market, the Non-U.S. Holder has owned, directly or constructively, more than 5% of our Class A common stock at any time within the shorter of the five-year period preceding the disposition or such Non-U.S. Holder’s holding period for the shares of our Class A common stock. There can be no assurance that our Class A common stock will be treated as regularly traded on an established securities market for this purpose. These rules may be modified for Non-U.S. Holders of warrants. If we are or have been a “United States real property holding corporation” and you own warrants, you are urged to consult your own tax advisor regarding the application of these rules.
|
|
| |
Per Unit(1)
|
| |
Without Option(1)
|
| |
With Option(1)
|
Public offering price
|
| |
$10.00
|
| |
$300,000,000
|
| |
$345,000,000
|
Underwriting discount and commissions
|
| |
$0.55
|
| |
$16,500,000
|
| |
$18,975,000
|
Proceeds, before expenses, to Jackson Acquisition Company
|
| |
$9.45
|
| |
$283,500,000
|
| |
$326,025,000
|
(1)
|
Includes $0.35 per unit, or $10,500,000 (or $12,075,000 if the over-allotment option is exercised in full) in the aggregate, payable to the underwriter for deferred underwriting commissions to be placed in a trust account located in the United States as described herein. The deferred commissions will be released to the underwriter only on completion of an initial business combination, in an amount equal to $0.35 multiplied by the number of shares of Class A common stock sold as part of the units in this offering, as described in this prospectus.
|
•
|
the history and prospects of companies whose principal business is the acquisition of other companies;
|
•
|
prior offerings of those companies;
|
•
|
our management;
|
•
|
our capital structure; and
|
•
|
currently prevailing general conditions in equity securities markets, including current market valuations of publicly traded companies considered comparable to our company.
|
(a)
|
to any legal entity which is a qualified investor as defined under the Prospectus Regulation;
|
(b)
|
to fewer than 150 natural or legal persons (other than qualified investors as defined under the Prospectus Regulation), subject to obtaining the prior consent of the underwriter for any such offer; or
|
(c)
|
in any other circumstances falling within Article 1(4) of the Prospectus Regulation,
|
(a)
|
to any legal entity which is a qualified investor as defined in Article 2 of the UK Prospectus Regulation;
|
(b)
|
to fewer than 150 natural or legal persons (other than qualified investors as defined in Article 2 of the UK Prospectus Regulation in the UK subject to obtaining the prior consent of the underwriter for any such offer; or
|
(c)
|
in any other circumstances falling within section 86 of the UK's Financial Services and Markets Act 2000, as amended (the “FSMA”),
|
|
| |
Page
|
Audited Financial Statements of Jackson Acquisition Company:
|
| |
|
| | ||
| | ||
| | ||
| | ||
| | ||
| |
ASSETS
|
| |
|
Due from Sponsor
|
| |
$25,000
|
Deferred offering costs
|
| |
70,000
|
Total Assets
|
| |
$95,000
|
|
| |
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
| |
|
Current Liabilities:
|
| |
|
Accrued expenses
|
| |
$14,000
|
Accrued offering costs
|
| |
70,000
|
Total Current Liabilities
|
| |
84,000
|
|
| |
|
Commitments and contingencies
|
| |
|
|
| |
|
Stockholders’ Equity:
|
| |
|
Preferred stock, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding
|
| |
—
|
Class A common stock, $0.0001 par value; 500,000,000 shares authorized; none issued and outstanding
|
| |
—
|
Class B common stock, $0.0001 par value; 50,000,000 shares authorized; 8,625,000 shares issued and outstanding(1)
|
| |
863
|
Additional paid-in capital
|
| |
24,137
|
Accumulated deficit
|
| |
(14,000)
|
Total Stockholders’ Equity
|
| |
11,000
|
Total Liabilities and Stockholders’ Equity
|
| |
$95,000
|
(1)
|
Includes an aggregate of up to 1,125,000 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter (see Note 5).
|
Formation costs
|
| |
$14,000
|
|
| |
|
Net loss
|
| |
$(14,000)
|
|
| |
|
Weighted average shares outstanding, basic and diluted(1)
|
| |
7,500,000
|
|
| |
|
Basic and diluted net loss per common share
|
| |
$(0.00)
|
(1)
|
Excludes an aggregate of up to 1,125,000 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter (see Note 5).
|
|
| |
Class B Common Stock
|
| |
Additional
Paid-in
Capital
|
| |
Accumulated
Deficit
|
| |
Total
Stockholders’
Equity
|
|||
|
| |
Shares
|
| |
Amount
|
| ||||||||
Balance, March 5, 2021 (inception)
|
| |
—
|
| |
$—
|
| |
$—
|
| |
$—
|
| |
$—
|
Issuance of Class B common stock to Sponsor(1)
|
| |
8,625,000
|
| |
863
|
| |
24,137
|
| |
—
|
| |
25,000
|
Net loss
|
| |
—
|
| |
—
|
| |
—
|
| |
(14,000)
|
| |
(14,000)
|
Balance, March 8, 2021
|
| |
8,625,000
|
| |
$863
|
| |
$24,137
|
| |
$(14,000)
|
| |
$11,000
|
(1)
|
Includes an aggregate of up to 1,125,000 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter (see Note 5).
|
Cash flows from operating activities:
|
| |
|
Net loss
|
| |
$(14,000)
|
Changes in operating assets and liabilities:
|
| |
|
Accrued formation costs
|
| |
14,000
|
Net cash used in operating activities
|
| |
—
|
|
| |
|
Net change in cash
|
| |
—
|
Cash at beginning of period
|
| |
—
|
Cash at end of period
|
| |
$—
|
|
| |
|
Non-cash financing activities:
|
| |
|
Deferred offering costs included in accrued offering costs
|
| |
$70,000
|
Due from Sponsor in exchange for Class B common stock
|
| |
$25,000
|
•
|
in whole and not in part;
|
•
|
at a price of $0.01 per Public Warrant;
|
•
|
upon a minimum of 30 days’ prior written notice of redemption, or the 30-day redemption period to each warrant holder; and
|
•
|
if, and only if, the last reported sale price of the Class A common stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reverse stock splits, rights issuances, consolidations, reorganizations, recapitalizations and other similar transactions).
|
•
|
in whole and not in part;
|
•
|
at a price of $0.10 per warrant provided that the holder will be able to exercise their warrants on cashless basis prior to redemption and receive a specified number of shares based on the redemption date and the fair market value of the Class A common stock;
|
•
|
upon a minimum of 30 days’ prior written notice of redemption;
|
•
|
if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reverse stock splits, rights issuances, consolidations, reorganizations, recapitalizations and other similar transactions); and
|
•
|
if, and only if, the Reference Value is less than $18.00 per share (as adjusted for stock splits, stock dividends, reverse stock splits, rights issuances, consolidations, reorganizations, recapitalizations and other similar transactions), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.
|
Item 13.
|
Other Expenses of Issuance and Distribution.
|
Legal fees and expenses
|
| |
$300,000
|
Accounting fees and expenses
|
| |
$40,000
|
SEC filing fee
|
| |
$37,640
|
FINRA filing fee
|
| |
$52,250
|
Travel and road show
|
| |
$5,000
|
Directors and officers insurance premiums
|
| |
$400,000
|
NYSE listing and filing fees
|
| |
$85,000
|
Printing and engraving expenses
|
| |
$35,000
|
Transfer agent fees and expenses
|
| |
$42,000
|
Miscellaneous expenses
|
| |
$3,110
|
Total offering expenses
|
| |
$1,000,000
|
Item 14.
|
Indemnification of Directors and Officers.
|
Item 15.
|
Recent Sales of Unregistered Securities.
|
Item 16.
|
Exhibits and Financial Statement Schedules.
|
Exhibit
|
| |
Description
|
1.1
|
| |
Form of Underwriting Agreement*
|
| |
Certificate of Incorporation
|
|
3.2
|
| |
Form of Amended and Restated Certificate of Incorporation*
|
| |
Bylaws
|
|
4.1
|
| |
Specimen Unit Certificate*
|
4.2
|
| |
Specimen Share of Class A common stock Certificate*
|
4.3
|
| |
Specimen Warrant Certificate (included in Exhibit 4.4)*
|
4.4
|
| |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant*
|
5.1
|
| |
Opinion of Wilmer Cutler Pickering Hale and Dorr LLP*
|
| |
Promissory Note, dated March 8, 2021, issued to RJ Healthcare SPAC, LLC
|
|
10.2
|
| |
Form of Letter Agreement among the Registrant and its directors and officers and RJ Healthcare SPAC, LLC*
|
10.3
|
| |
Form of Investment Management Trust Agreement between the Registrant and Continental Stock Transfer & Trust Company*
|
10.4
|
| |
Form of Registration Rights Agreement between the Registrant and certain security holders*
|
| |
Securities Subscription Agreement, dated March 8, 2021, between the Registrant and RJ Healthcare SPAC, LLC
|
|
10.6
|
| |
Form of Sponsor Warrants Purchase Agreement between the Registrant and RJ Healthcare SPAC, LLC *
|
10.7
|
| |
Form of Indemnity Agreement*
|
10.8
|
| |
Form of Administrative Services Agreement, by and between the Registrant and an affiliate of the Registrant*
|
14
|
| |
Form of Code of Ethics and Business Conduct*
|
| |
Consent of Marcum LLP
|
|
23.2
|
| |
Consent of Wilmer Cutler Pickering Hale and Dorr LLP*
|
24
|
| |
Power of Attorney (included on signature page to the initial filing of the Registration Statement)
|
| |
Consent of independent director nominee
|
|
| |
Consent of independent director nominee
|
|
| |
Consent of independent director nominee
|
*
|
To be filed by amendment.
|
Item 17.
|
Undertakings.
|
|
| |
Jackson Acquisition Company
|
|||
|
| |
|
| |
|
|
| |
By:
|
| |
/s/ Richard L. Jackson
|
|
| |
Name:
|
| |
Richard L. Jackson
|
|
| |
Title:
|
| |
President and Chief Executive Officer
|
Name
|
| |
Position
|
| |
Date
|
/s/ John Ellis Bush
|
| |
Chairman of the Board
|
| |
|
John Ellis Bush
|
| |
March 25, 2021
|
|||
|
| |
|
| |
|
/s/ Richard L. Jackson
|
| |||||
Richard L. Jackson
|
| |
President and Chief Executive Officer
(Principal Executive Officer)
|
| |
March 25, 2021
|
|
| |
|
|
||
/s/ Douglas B. Kline
|
| |||||
Douglas B. Kline
|
| |
Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
|
| |
March 25, 2021
|
•
|
the numerator shall be equal to the sum of (A) 25% of all shares of Class A Common Stock issued or issuable (upon the conversion or exercise of any equity-linked securities or otherwise) by the Corporation, related to or in connection with
the consummation of the Business Combination (excluding any securities issued or issuable to any seller in the Business Combination) plus (B) the number of shares of Class B Common Stock issued and outstanding prior to the closing of the
Business Combination; and
|
|
•
|
the denominator shall be the number of shares of Class B Common Stock issued and outstanding prior to the closing of the Business Combination.
|
Name
|
Address
|
||
Glenn R. Pollner
|
7 World Trade Center
250 Greenwich Street
New York, NY 10007
|
By:
|
/s/ Glenn R. Pollner
|
|
Name:
|
Glenn R. Pollner
|
|
Title:
|
Sole Incorporator
|
Principal Amount: Up to $300,000
|
Dated as of March 8, 2021
|
JACKSON ACQUISITION COMPANY
|
||
By:
|
/s/ Richard L. Jackson
|
|
Name:
|
Richard L. Jackson
|
|
Title:
|
Chief Executive Officer, Treasurer
and Secretary
|
Accepted and agreed this 8th day of March, 2021
|
|
RJ HEALTHCARE SPAC, LLC
|
By:
|
/s/ Richard L. Jackson
|
|
Name:
|
Richard L. Jackson
|
|
Title:
|
Managing Member
|
RE:
|
Securities Subscription Agreement
|
Very truly Yours,
|
|
JACKSON ACQUISITION COMPANY
|
By:
|
/s/ Richard L. Jackson
|
|
Name:
|
Richard L. Jackson
|
|
Title:
|
Chief Executive Officer, Treasurer
and Secretary
|
Accepted and agreed this 8th day of March, 2021
|
|
RJ HEALTHCARE SPAC, LLC
|
By:
|
/s/ Richard L. Jackson
|
|
Name:
|
Richard L. Jackson
|
|
Title:
|
Managing Member
|