As filed with the United States Securities and Exchange Commission on January 26, 2021 under the Securities Act of 1933, as amended.

 

No. 333-

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

 

 

HealthCor Catalio Acquisition Corp.
(Exact name of registrant as specified in its charter)

 

 

Cayman Islands	6770	98-1569027
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

 

55 Hudson Yards, 28th Floor
New York, New York 10001
(212) 622-7800
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

Chris Gaulin
55 Hudson Yards, 28th Floor
New York, New York 10001
(212) 622-7800
(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

Copies:

 

Christian O. Nagler Kirkland & Ellis LLP 601 Lexington Avenue New York, New York 10022 Tel: (212) 446-4800 Fax: (212) 446-4900

Debbie P. Yee, P.C. Kirkland & Ellis LLP 609 Main Street Houston, Texas 77002 Tel: (713) 836-3600 Fax: (713) 836-3601

Frank Lopez, Esq. Jonathan Ko, Esq. James M. Shea, Jr., Esq. Paul Hastings LLP 200 Park Avenue New York, New York 10166 Tel: (212) 318-6800 Fax: (212) 319-4570

 

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. x 333-252002

 

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, 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	x	Smaller reporting company	x
		Emerging growth company	x

 

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 Security(1)				Proposed Maximum Aggregate Offering Price (1)				Amount of Registration Fee
Class A ordinary shares, $0.0001 par value(1)(2)(3)		3,450,000 shares		$	10.00			$	34,500,000			$	3,764
Total								$	34,500,000			$	3,764	(4)

 

 

	(1)	Estimated solely for the purpose of calculating the registration fee.
	(2)	Represents only the additional number of securities being registered and includes 450,000 Class A ordinary shares, which may be issued upon exercise of a 45-day option granted to the underwriter to cover over-allotments, if any. Does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1 (File No. 333-252002).
	(3)	Pursuant to Rule 416(a), there are also being registered an indeterminable number of additional securities as may be offered or issued to prevent dilution resulting from stock splits, stock dividends, or similar transactions.
	(4)	The Registrant previously registered securities having a proposed maximum aggregate offering price of $172,500,000 on its Registration Statement on Form S-1, as amended (File No. 333-252002), which was declared effective by the Securities and Exchange Commission on January 26, 2021. In accordance with Rule 462(b) under the Securities Act, an additional number of securities having a proposed maximum offering price of $34,500,000 is hereby registered, which includes securities issuable upon the exercise of the underwriters’ option to purchase additional Class A ordinary shares.

 

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 with respect to the registration of 3,450,000 additional Class A ordinary shares of HealthCor Catalio Acquisition Corp., a Cayman Islands exempted company (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 Registrant’s Registration Statement on Form S-1, as amended (File No. 333-252002) (the “Prior Registration Statement”), initially filed by the Registrant on January 11, 2021 and declared effective by the Securities and Exchange Commission (the “Commission”) on January 26, 2021. The required opinion of counsel and related consent and accountant’s 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.

 

CERTIFICATION

 

The Registrant hereby certifies to the Commission that (1) it has instructed its bank to pay the filing fee set forth on the cover page of this Registration Statement by a wire transfer of such amount to the Commission’s account at U.S. Bank as soon as practicable (but no later than the close of business as of January 27, 2021), (2) it will not revoke such instructions, (3) it has sufficient funds in the relevant account to cover the amount of such filing fee and (4) it will confirm receipt of such instructions by its bank during regular business hours no later than January 27, 2021.

 

 

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 Prior Registration Statement on Form S-1 (SEC File No. 333-252002) 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
5.1		Opinion of Maples and Calder, Cayman Islands Counsel to the Registrant.
23.1		Consent of Marcum LLP.
23.2		Consent of Maples and Calder (included on Exhibit 5.1).
24		Power of Attorney (included on signature page to the Registrant’s Prior Registration Statement (File No. 333-252002) filed on January 11, 2021).

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New York, New York, on the 26th day of January 2021.

 

	HEALTHCOR CATALIO ACQUISITION CORP.
	By:	/s/ Christopher Gaulin
	Name:	Christopher Gaulin
	Title:	Chief Executive Officer

 

 

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

 

Name	Position	Date
/s/ Christopher Gaulin	Chief Executive Officer (Principal Executive Officer)	January 26, 2021
Christopher Gaulin
*	Chief Financial Officer (Principal Financial and Accounting Officer)	January 26, 2021
Christine Clarke
*	Director (Chairman)	January 26, 2021
Joseph Healey
/s/ Avi Horev	Director	January 26, 2021
Avi Horev
/s/ Kenan Turnacioglu	Director	January 26, 2021
Dr. Kenan Turnacioglu
/s/ Michael Weinstein	Director	January 26, 2021
Michael Weinstein
/s/ Christopher Wolfgang	Director	January 26, 2021
Dr. Christopher Wolfgang
/s/ Taylor Harris	Director	January 26, 2021
Taylor Harris

 

*By:	/s/ Christopher Gaulin
Name:	Christopher Gaulin
Title:	Chief Executive Officer

 

 

SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

 

Pursuant to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of HealthCor Catalio Acquisition Corp., has signed this registration statement in New York, New York on January 26, 2021.

 

	Authorized U.S. Representative
	HealthCor Catalio Acquisition Corp.
	By:	/s/ Christopher Gaulin
	Name:	Christopher Gaulin
	Title:	Chief Executive Officer