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EX-23.1 - EXHIBIT 23.1 - Healthcare Services Acquisition Corpnt10015116x9_ex23-1.htm
EX-5.1 - EXHIBIT 5.1 - Healthcare Services Acquisition Corpnt10015116x9_ex5-1.htm

As filed with the Securities and Exchange Commission on December 22, 2020
Registration No. 333-
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
Healthcare Services Acquisition Corporation
(Exact name of registrant as specified in its charter)
         
Delaware
 
6770
 
85-2754095
(State or other jurisdiction of
incorporation or organization)
 
(Primary Standard Industrial
Classification Code Number)
 
 
(I.R.S. Employer
Identification No.)
7809 Woodmont Avenue
Suite 200
Bethesda, MD 20814
(301) 605-1309
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

David T. Blair
Chief Executive Officer
7809 Woodmont Avenue
Suite 200
Bethesda, MD 20814
(301) 605-1309
(Name, address, including zip code, and telephone number, including area code, of agent for service)
 
Copies to:
     
Paul D. Tropp
Christopher J. Capuzzi
Ropes & Gray LLP
1211 Avenue of the Americas
New York, NY 10036
(212) 596-9000
 
Douglas S. Ellenoff
Stuart Neuhauser
Richard Baumann
Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas
New York, NY 10105
(212) 370-1300
 
 
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
 
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box.
 
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. 333-249389
 
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
 
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act.:
             
Large accelerated filer
 
 
Accelerated filer
 
Non-accelerated filer
 
 
Smaller reporting company
 
       
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 7(a)(2)(B) of the Securities Act.
 
CALCULATION OF REGISTRATION FEE
                 
 
Title of each class of
securities to be registered
 
Amount
to be
Registered
 
Proposed
maximum
offering price
per share(1)
 
Proposed
maximum
aggregate
offering price(1)
 
Amount of
registration fee
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one redeemable warrant(2)
 
5,520,000 Units
 
$10.00
 
$55,200,000
 
$6,023
Shares of Class A common stock included as part of the Units(3)
 
5,520,000 Shares
 
--
 
--
 
--(4)
Redeemable warrants included as part of the Units(3)
 
2,760,000 Warrants
 
--
 
--
 
--(4)
Total
         
$55,200,000
 
$6,023(5)(6)
 
 
(1)
Estimated solely for the purpose of calculating the registration fee.
(2)
Represents only the additional number of securities being registered. Does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1 (File No. 333-249389).
(3)
Pursuant to Rule 416, 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.
(4)
No fee pursuant to Rule 457(g) under the Securities Act.
(5)
The Registrant previously registered securities having a proposed maximum aggregate offering price of $276,000,000 on its Registration Statement on Form S-1, as amended (File No. 333-249389), which was declared effective by the Securities and Exchange Commission on December 22, 2020. In accordance with Rule 462(b) under the Securities Act, an additional number of securities having a proposed maximum offering price of $55,200,000 is hereby registered, which includes securities issuable upon the exercise of the underwriter’s over-allotment option.
(6)
An aggregate registration fee of $37,640 was previously paid in connection with the filing of the related Registration Statement on Form S-1, as amended (File No. 333-249389). $30,112 of such fee was used to pay the filing fee of such Registration Statement.
 
The Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.


EXPLANATORY NOTE
 
This Registration Statement on Form S-1 is being filed by Healthcare Services Acquisition Corporation, a Delaware corporation (the Registrant), pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and General Instruction V to Form S-1. This Registration Statement relates to the Registrants Registration Statement on Form S-1, as amended (File No. 333-249389) (the Prior Registration Statement), initially filed by the Registrant on October 8, 2020, and declared effective by the Securities and Exchange Commission on December 22, 2020. This Registration Statement covers the registration of an additional 5,520,000 of the Registrant’s units, each consisting of one share of the Registrant’s Class A common stock, $0.0001 par value per share, and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one share of the Registrant’s Class A common stock. The required opinion of counsel and related consent and accountants consent are attached hereto and filed herewith. Pursuant to Rule 462(b), the contents of the Prior Registration Statement, including the exhibits thereto, are incorporated by reference into this Registration Statement.
 



PART II
 
INFORMATION NOT REQUIRED IN PROSPECTUS
 
Item 16. Exhibits and Financial Statement Schedules.
 
(a) Exhibits. All exhibits filed with or incorporated by reference in the Registration Statement on Form S-1 (SEC File No. 333-249389) are incorporated by reference into, and shall be deemed a part of, this Registration Statement, and the following additional exhibits are filed herewith, as part of this Registration Statement:
     
Exhibit
No.
 
Description
   
 
Opinion of Ropes & Gray LLP
   
 
Consent of WithumSmith+Brown, PC.
   
 
Consent of Ropes & Gray LLP (included in Exhibit 5.1).
   


SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933 the registrant has duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Bethesda, state of Maryland, on the 22nd day of December 2020.
 

       
 
Healthcare Services Acquisition Corporation
     
 
 
By:
 
/s/ David T. Blair
 
 
Name: 
 
David T. Blair
 
Title:
 
Chief Executive Officer
 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date
         
/s/ David T. Blair
 
Chief Executive Officer and Chairman of the Board of Directors
(Principal Executive Officer)
 
December 22, 2020
 David T. Blair
         
/s/ Joshua B. Lynn
 
Chief Financial Officer
(Principal Financial Officer and Accounting Officer)
 
December 22, 2020
 Joshua B. Lynn
         
/s/ Martin J. Payne
 
Director
 
December 22, 2020
 Martin J. Payne
         
/s/ Michael P. Donovan
 
Director
 
December 22, 2020
 Michael P. Donovan
         
/s/ Brian T. Griffin
 
Director
 
December 22, 2020
 Brian T. Griffin
         
/s/ Jeanne L. Manischewitz
 
Director
 
December 22, 2020
 Jeanne L. Manischewitz