Filed by Alpha Tau Medical Ltd.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Healthcare Capital Corp.
Commission File No. 001-39893
Date: July 8, 2021
Alpha Tau and
Healthcare Capital Corp. to Combine and Create A Publicly Traded Company Focused on Transforming the Treatment of Solid Tumors Through the Precision Delivery of Alpha Radiation
- Alpha Taus proprietary Alpha DaRT is designed to
deliver uniquely potent alpha radiation to destroy solid tumors with localized precision, sparing surrounding healthy tissue, thereby maintaining cancer patients quality of life. Alpha DaRT has recently received FDAs Breakthrough Device Designation for the indication of Squamous Cell Carcinoma of the skin and oral cavity without curative standard of
care, and preclinical studies support evaluation across various cancer indications (skin, pancreas, breast and GBM, among others).
- The transaction represents an implied pro forma equity value of approximately $1 billion and is expected to provide up to $367 million in gross
proceeds, including up to $275 million of cash held in the trust account of Healthcare Capital Corp. (Nasdaq: HCCC) and a $92 million PIPE.
- The $92 million fully-committed PIPE is anchored by a combination of Healthcare-focused financial and strategic investors including Yozma Investment
Co. (part of Yozma Group Korea), Grand Decade Developments (an affiliate of China Grand Pharmaceutical and Healthcare Holdings), as well as other leading technology investors including OurCrowd, Regah Ventures and the
co-founders of Apax Partners, Alan Patricof and Sir Ronald Cohen. Medison Group, an early supporter of Alpha Tau and global pharma company that provides access to highly innovative therapies to patients in
international markets, is also an investor in the PIPE.
- After giving effect to the transaction (and assuming no redemptions by public
shareholders), Alpha Tau is expected to have approximately $362 million of cash on the balance sheet.
- Net proceeds are to be used for
further expansion of Alpha Taus clinical strategy including the pursuit of FDA marketing authorization, a broad array of R&D activities, expanding manufacturing capacity and preparing for commercialization, and are expected to provide cash
runway at least into 2024.
- All Alpha Tau shareholders will retain 100% of their equity holdings in the public company
- Alpha Tau will continue to be led by its current management team, and upon closing, it is expected that HCC Chairman Dr. David M. Milch will be
appointed to the Alpha Tau Board of Directors.
- The proposed business combination is expected to be completed by the end of 2021, upon which
Alpha Tau is expected to be listed on Nasdaq.
JERUSALEM, ISRAEL & WILMINGTON, DE July 8th Alpha Tau Medical Limited (Alpha
Tau), the developer of the pioneering alpha-radiation cancer therapy Alpha DaRT, and Healthcare Capital Corp. (HCC), a special purpose acquisition company, today announced
they have entered into a definitive business combination agreement (the Business Combination). Upon closing of the Business Combination, Alpha Tau is expected to be listed on the Nasdaq.