UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~February~~ ~~22,~~March ~~2022 (February 18~~7, 2022)

Healthcare Capital Corp.

(Exact name of registrant as specified in its charter)

Delaware		001-39893		85-2609863
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

301 North Market Street

Suite 1414

Wilmington, DE 19801

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (561) 810-0031

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

	☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

	☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

	☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

	☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A common stock, par value $0.0001 per share, and one-half of one Redeemable Warrant	HCCCU	The Nasdaq Stock Market LLC

Class A Common Stock, $.0001 par value per share	HCCC	The Nasdaq Stock Market LLC

Warrants, each exercisable for one share of Class A common stock for $11.50 per share	HCCCW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Item~~Introductory 5Note.07 ~~Submission of Matters to a Vote of Security Holders~~

OnAs ~~February~~previously 18disclosed, ~~2022~~on July 7, 2021, Healthcare Capital Corp., a Delaware corporation (“HCCC”) orentered ~~the~~into ~~“Company”)~~an ~~held~~Agreement aand ~~special~~Plan ~~meeting~~ of ~~its~~Merger ~~stockholders~~ (the “~~Special Meeting~~Merger Agreement”), with atAlpha ~~which~~Tau ~~holders~~Medical ~~of 23~~Ltd.,~~879,854~~ ~~shares of common stock were present in person or by proxy, constituting~~ a ~~quorum~~company ~~for the~~organized ~~transaction~~under ~~of business. Only stockholders of record as of~~ the ~~close~~laws of ~~business on January 13, 2022,~~ the ~~record~~State ~~date for the Special Meeting, were entitled to vote at the Special Meeting. As~~ of ~~the~~Israel ~~record~~(“Alpha ~~date,~~Tau”) ~~34,375,000 shares of the Company’s common stock, including 27,500,000 shares of Class A common stock~~ and ~~6,875,000~~Archery ~~shares of Class B common stock, were outstanding and entitled to vote at the Special~~Merger ~~Meeting.~~Sub ~~The proposals listed below are described in more detail in HCCC’s definitive proxy statement/prospectus~~Inc., ~~filed~~a ~~with~~Delaware ~~the Securities~~corporation and ~~Exchange~~wholly ~~Commission~~owned ~~(the~~subsidiary ~~“SEC”)~~of onAlpha ~~January~~Tau ~~14, 2022~~ (~~the~~ “~~Proxy~~Merger ~~Statement/Prospectus~~Sub”). ~~A summary of the final voting results at the Special Meeting is set forth below:~~

~~Proposal~~On 1March –7, ~~The~~2022 (the “Closing Date”), as contemplated by the Merger Agreement, Merger Sub merged with and into HCCC, with HCCC surviving as a wholly-owned subsidiary of Alpha Tau (the “Business Combination ~~Proposal~~”).

~~HCCC’s~~On ~~stockholders~~the ~~approved~~Closing ~~Proposal~~Date, 1the following securities issuances —were ~~the~~made ~~adoption~~by ~~and~~Alpha ~~approval~~Tau ofto ~~the~~HCCC’s ~~Agreement~~securityholders: ~~and~~(i) ~~Plan~~each outstanding share of ~~Merger,~~Class ~~dated~~B ascommon stock of ~~July 7~~HCCC, ~~2021~~after (taking into account the ~~“Merger~~forfeiture ~~Agreement”),~~ of certain shares by ~~and~~the ~~among~~holders ~~HCCC,~~of ~~Alpha~~Class ~~Tau~~B ~~Medical~~common ~~Ltd.~~stock, aautomatically ~~company~~converted ~~organized~~into ~~under~~one ~~the~~share ~~laws~~ of ~~the~~Class ~~State~~A common stock of ~~Israel~~HCCC ~~(“Alpha Tau”)~~ and ~~Archery~~was ~~Merger~~then ~~Sub~~exchanged ~~Inc.,~~for aone ~~Delaware~~ordinary ~~corporation~~share, ~~and~~without ~~wholly~~par ~~owned~~value, ~~subsidiary~~ of Alpha Tau (the “~~Merger~~Company ~~Sub~~Ordinary Share”), (ii) ~~and~~each ~~the transactions~~outstanding ~~contemplated~~share byof ~~the~~Class ~~Merger~~A ~~Agreement~~common ~~(collectively,~~stock ~~the~~of ~~“Business~~HCCC ~~Combination”).~~was ~~Pursuant~~exchanged tofor ~~the~~one ~~Merger Agreement,~~Company ~~Merger~~Ordinary ~~Sub~~Share, ~~will~~and ~~merge~~(iii) ~~with~~each ~~and~~outstanding warrant ~~into~~of HCCC, ~~with~~after ~~HCCC~~taking ~~surviving~~into asaccount athe ~~wholly-owned~~forfeiture ~~subsidiary~~of certain warrants by certain holders of warrants of HCCC, was assumed by Alpha Tau. ~~The~~and ~~votes~~became ~~cast~~a ~~were as~~warrant ~~follows:~~of Alpha Tau (“Company Warrant”).

For		Against		Abstain
22,583,729		652,398		643,727

The description of the Merger Agreement contained in this Current Report on Form 8-K does not purport to be complete and is qualified in its entirety by the text of the Merger Agreement, which was filed as Exhibit 2.1 to HCCC’s Current Report on Form 8-K filed on July 8, 2021, and is incorporated by reference herein.

~~Proposal~~Item 21.01 –Entry ~~The~~into ~~Charter~~a ~~Proposals~~Material Definitive Agreement.

~~HCCC’s~~The ~~stockholders~~information ~~approved~~set ~~Proposal~~forth ~~2 –~~in the ~~approval~~Introductory ofNote ~~the following material differences between HCCC’s amended and restated certificate~~ of ~~incorporation~~this ~~(the~~Current ~~“HCCC~~Report ~~Charter”)~~on ~~and~~Form ~~Alpha Tau’s amended and restated articles of association (the “Alpha Tau Articles”) to be effective upon the consummation of the Business Combination, as 4 sub~~8-~~proposals.~~K ~~The~~is ~~votes~~incorporated ~~cast~~herein ~~were~~by ~~as follows:~~reference.

A.On the ~~name~~Closing ofDate, HCCC, Alpha Tau and Continental Stock Transfer & Trust Company, a New York corporation (“Continental”) entered into that certain Amended and Restated Warrant Agreement (the ~~new~~“Amended ~~public~~Warrant ~~entity~~Agreement”). ~~will~~The beAmended Warrant Agreement amends and restates that certain Warrant Agreement, dated as of January 14, 2021, by and between HCCC and Continental (the “Existing Warrant Agreement”) to provide for the assignment by HCCC and the assumption by Alpha Tau ~~Medical~~of ~~Ltd.”~~all asthe ~~opposed~~rights and obligations of HCCC under the Existing Warrant Agreement with respect to ~~“Healthcare~~the ~~Capital~~Company ~~Corp~~Warrants.” Pursuant to the Amended Warrant Agreement, all HCCC warrants under the Existing Warrant Agreement will no longer be exercisable for shares of HCCC’s Class A common stock, but instead will be exercisable for Company Ordinary Shares.

For		Against		Abstain
22,584,211		651,921		643,722

The foregoing description of the Amended Warrant Agreement does not purport to be complete and is qualified in its entirety by reference to the text of the Amended Warrant Agreement which is filed as Exhibit 4.1 hereto and is incorporated herein by reference.

BItem 1.02 ~~the~~Termination ~~Alpha Tau Articles will provide for one class~~ of ~~ordinary~~a ~~shares~~Material asDefinitive ~~opposed to the two classes of common stock provided for in the HCCC Charter~~Agreement.

For		Against		Abstain
22,583,734		652,398		643,722

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.

C.On ~~Alpha~~the ~~Tau~~Closing Date, in connection with the consummation of the Business Combination, the following material agreements of HCCC terminated in accordance with their terms: (i) that certain Investment Management Trust Agreement, dated as of January 14, 2021, between HCCC and Continental, pursuant to which Continental invested the proceeds of HCCC’s initial ~~corporate~~public ~~existence~~offering isin ~~perpetual~~a trust account and facilitated the redemptions in connection with the Business Combination; and (ii) that certain Administrative Support Agreement, dated as ~~opposed~~of toJanuary 14, 2021, between HCCC and Healthcare Capital’s ~~corporate~~Sponsor ~~existence~~LLC ~~terminating~~(the if“Sponsor”), pursuant ato ~~business~~which ~~combination~~the isSponsor ~~not~~provided ~~consummated~~office ~~within~~space, autilities, ~~specified~~and ~~period~~secretarial and administrative support to HCCC for a fee of ~~time~~$10,000 per month.

For		Against		Abstain
22,584,216		651,916		643,722

DItem 2.01 ~~the~~Completion ~~Alpha~~of ~~Tau~~Acquisition ~~Articles~~or ~~will~~Disposition ~~not~~of ~~include the various provisions applicable only to special purpose acquisition corporations that the HCCC Charter contains~~Assets.

For		Against		Abstain
22,584,211		651,921		643,722

The information set forth in the Introductory Note and Items 1.01 and 1.02 of this Current Report on Form 8-K is incorporated by reference herein.

AsItem ~~there~~3.01 ~~were~~Notice ~~sufficient votes at the time~~ of ~~the~~Delisting ~~Special~~or ~~Meeting~~Failure to ~~approve~~Satisfy ~~each~~a ofContinued ~~the~~Listing ~~above~~Rule ~~proposals,~~or ~~the~~Standard; ~~“Adjournment~~Transfer ~~Proposal”~~of ~~described in the Proxy Statement/Prospectus was not presented to stockholders~~Listing.

~~Following~~The ~~the~~information ~~consummation of~~set ~~the~~forth ~~Business~~in ~~Combination,~~ the ~~ordinary~~Introductory ~~shares~~Note and ~~warrants~~Item 2.01 of this ~~Alpha~~Current ~~Tau~~Report ~~are expected to begin trading~~ on ~~the~~Form ~~Nasdaq~~8-K ~~Capital~~is ~~Market under~~incorporated ~~the~~by ~~symbols~~reference ~~“DRTS” and “DRTSW”~~herein.

In connection with the consummation of the Business Combination, on the Closing Date, HCCC and Alpha Tau notified The Nasdaq Capital Market (“Nasdaq”) that the certificate of merger relating to the Business Combination had been filed with the Secretary of State of the State of Delaware and that HCCC’s outstanding securities had been converted into Company Ordinary Shares and Company Warrants, as described in Item 1.01 above. HCCC requested that Nasdaq delist HCCC’s units, Class A common stock, and warrants on March 7, 2022, and as a result, trading of HCCC’s units, Class A common stock, and warrants on Nasdaq will be suspended in advance of trading on March 8, 2022. On March 7, 2022, Nasdaq filed a notification of removal from listing and registration on Form 25, thereby commencing the process of delisting HCCC’s securities from Nasdaq and deregistering the securities under Section 12(b) of the Securities Exchange Act of 1934, as amended.

Item 83.0103 ~~Other~~Material ~~Items~~Modification to Rights of Security Holders.

AsThe ofinformation ~~the~~set ~~date~~forth ofin ~~this~~the ~~Report, Alpha~~Introductory ~~Tau~~Note ~~issued~~and aItem ~~press~~2.01 ~~release~~and Item ~~announcing~~3.01 ~~that~~above ~~HCCC’s~~and ~~stockholders~~Item ~~voted~~5.01 tobelow ~~approve~~of ~~the~~this ~~previously~~Current ~~announced~~Report ~~proposed~~on ~~business combination~~Form at8-K ~~the Special Meeting. The press release~~ is ~~attached hereto as Exhibit 99.1 and~~ incorporated by reference ~~herein~~into this Item 3.03.

Item 95.01. ~~Financial~~Changes ~~Statements~~in ~~and~~Control ~~Exhibits~~of Registrant.

~~(d)~~The ~~Exhibits~~information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

Exhibit		Description
99.1		Press Release of Alpha Tau Medical Ltd., dated February 22, 2022.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

As a result of the consummation of the Business Combination, a change in control of HCCC occurred. Following the consummation of the Business Combination, HCCC became a wholly owned subsidiary of Alpha Tau.

2Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Forward~~The ~~Looking~~information ~~Statements~~set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference herein.

~~Certain statements~~In ~~herein~~accordance ~~are~~with ~~“forward-looking statements” made pursuant to~~ the ~~safe~~terms ~~harbor provisions~~ of the ~~United~~Merger ~~States Private Securities Litigation Reform Act of 1995. When used herein~~Agreement, ~~words including “anticipate,” “being,” “will,”~~ ~~“plan,” “may,” “continue,”~~ and ~~similar~~effective ~~expressions~~as ~~are~~of ~~intended~~the toClosing ~~identify forward-looking statements. In addition~~Date, ~~any~~each ~~statements or information that refer to expectations, beliefs, plans, projections, objectives, performance or other characterizations~~ of ~~future events or circumstances, including any underlying assumptions, are forward-looking. All forward-looking statements are based upon Alpha Tau’s and~~ HCCC’s ~~current~~officers ~~expectations~~ and ~~various~~directors ~~assumptions.~~resigned Alpha Tau believes there is a reasonable basis for its expectations and beliefs, but they are inherently uncertain. Alpha Tau may not realize its expectations, and its beliefs may not prove correct. Actual results could differ materially from those described or implied by such forward-looking statements as a ~~result~~member of various important factors, including, without limitation: (i) Alpha Tau’s ability to receive regulatory approval for its Alpha DaRT technology or any future products or product candidates; (ii) Alpha Tau’s limited operating history; (iii) Alpha Tau’s incurrence of significant losses to date; (iv) Alpha Tau’s need for additional funding and ability to raise capital when needed; (v) Alpha Tau’s limited experience in medical device discovery and development; (vi) Alpha Tau’s dependence on the success and commercialization of the Alpha DaRT technology; (vii) the failure of preliminary data from Alpha Tau’s clinical studies to predict final study results; (viii) failure of Alpha Tau’s early clinical studies or preclinical studies to predict future clinical studies; (ix) Alpha Tau’s ability to enroll patients in its clinical trials; (x) undesirable side effects caused by Alpha Tau’s Alpha DaRT technology or any future products or product candidates; (xi) Alpha Tau’s exposure to patent infringement lawsuits; (xii) Alpha Tau’s ability to comply with the extensive regulations applicable to it; (xiii) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement and the proposed Business Combination contemplated thereby; (xiv) the inability to complete the transactions contemplated by the Merger Agreement due to certain conditions to closing in the Merger Agreement; (xv) the inability to meet the aggregate transaction proceeds requirements of the Merger Agreement due to the inability to consummate the PIPE Investment or the amount of cash available following any redemptions by HCCC’s ~~stockholders;~~board ~~(xvi) the ability to meet Nasdaq’s listing standards following the consummation~~ of ~~the transactions contemplated by the Merger Agreement; (xvii) the risk that the proposed~~directors ~~transactions disrupt current plans~~ and operations of Alpha Tau as a result of the announcement and consummation of the transaction described herein; (xviii) the ability to recognize the anticipated benefits of the proposed Business Combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (xix) costs related to the proposed Business Combination; (xx) changes in applicable laws /or ~~regulations; (xxi) impacts~~ from ~~the~~each ~~COVID-19~~officer ~~pandemic;~~position ~~and~~previously ~~the other important factors discussed under the caption “Risk Factors” in Alpha Tau’s Registration Statement on Form F-4~~held, as ~~amended, which was declared effective by the SEC on January 12, 2022, and the Proxy Statement/Prospectus and other filings that Alpha Tau or HCCC may make with the SEC~~applicable. These ~~and~~resignations ~~other~~were ~~important factors~~not ~~could~~a ~~cause~~result ~~actual results to differ materially from those indicated by the forward-looking statements made in this current report. Any such forward-looking statements represent management’s estimates as~~ of ~~the~~any ~~date~~disagreement ofbetween ~~this current report. While~~ HCCC and ~~Alpha Tau may elect to update such forward-looking statements at some point in~~ the ~~future,~~officers ~~except~~and asdirectors ~~required~~on ~~by law, it disclaims~~ any ~~obligation to~~matter dorelating ~~so, even if subsequent events cause our views~~ to ~~change. These forward-looking statements should not be relied upon as representing~~ HCCC’s ~~and~~operations, ~~Alpha~~policies ~~Tau’s~~or ~~views as of any date subsequent to the date of this current report~~practices.

~~SIGNATURE~~Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

~~Pursuant~~The toinformation ~~the~~set ~~requirements~~forth ofin the ~~Securities~~Introductory ~~Exchange~~Note ~~Act~~ of ~~1934, the registrant has duly caused~~ this ~~report~~Current toReport ~~be signed~~ on ~~its~~Form 8-K is ~~behalf~~incorporated by ~~the~~reference ~~undersigned hereunto duly authorized~~herein.

~~Dated:~~On ~~February~~March 227, 2022, HCCC filed a Certificate of Merger (the “Merger Certificate”) with the Secretary of State of the State of Delaware (the “Secretary of State”) to effect the Business Combination. In connection with the Merger Certificate, the certificate of incorporation of HCCC was amended and restated in its entirety, effective as of the effective time of the Business Combination.

~~HEALTHCARE~~The ~~CAPITAL~~foregoing ~~CORP.~~description of ~~By: /~~HCCC’s/ ~~William~~amended ~~Johns~~and ~~Name:~~restated ~~William~~certificate ~~Johns~~of ~~Title:~~incorporation ~~Chief~~does ~~Executive~~not ~~Officer~~purport to be complete and is qualified in its entirety by reference to the complete text of such certificate of incorporation, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K, and is incorporated by reference herein.

4Item 8.01 Other Events.

Attached as Exhibit 99.1 to this Current Report on Form 8-K is the press release jointly issued by the parties announcing the consummation of the Business Combination.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits:

Exhibit		Description
2.1*		Agreement and Plan of Merger, dated as of July 7, 2021, by and among Healthcare Capital Corp., Archery Merger Sub Inc. and Alpha Tau Medical Ltd., incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on July 8, 2021.

3.1		Second Amended and Restated Certificate of Incorporation of Healthcare Capital Corp.

4.1		Amended and Restated Warrant Agreement, dated as of March 7, 2022, among Healthcare Capital Corp., Alpha Tau Medical Ltd. and Continental Stock Transfer & Trust Company.

99.1		Press Release.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

The exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the Securities and Exchange Commission upon its request.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: March 7, 2022	HEALTHCARE CAPITAL CORP.

	By:	/s/ William Johns
		Name:	William Johns
		Title:	CEO

Filing Compare · Healthcare Capital Corp/DE