UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Healthcare Capital Corp.
(Name of Issuer)
Class A Common Stock, par value $0.0001 per share
(Title of Class of Securities)
4228C200**
(CUSIP Number)
December 31, 2021
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[x] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting
persons initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
** Reflects the CUSIP number for the Issuers Units, each consisting of
one share of Class A common stock and one-half of one redeemable
warrant (the Units).
The information required in the remainder of this cover page shall not
be deemed to be filed for the purpose of Section 18 of the Securities
Exchange Act of 1934 (Act) or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
CUSIP No. 4228C200
1
Names of Reporting Persons
Atalaya Capital Management LP
2
Check the appropriate box if a member of a Group (see instructions)
(a) [x]
(b) [ ]
3
SEC Use Only
4
Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0
6
Shared Voting Power
0
7
Sole Dispositive Power
0
8
Shared Dispositive Power
0
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0
10
Check box if the aggregate amount in row (9) excludes certain shares
(See Instructions)
[]
11
Percent of class represented by amount in row (9)
0.0%
12
Type of Reporting Person (See Instructions)
IA, PN
CUSIP No. 4228C200
1
Names of Reporting Persons
Corbin ERISA Opportunity Fund, Ltd.
2
Check the appropriate box if a member of a Group (see instructions)
(a) [x]
(b) [ ]
3
SEC Use Only
4
Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0
6
Shared Voting Power
661,992
7
Sole Dispositive Power
0
8
Shared Dispositive Power
661,992
9
Aggregate Amount Beneficially Owned by Each Reporting Person
661,992
10
Check box if the aggregate amount in row (9) excludes certain shares
(See Instructions)
[]
11
Percent of class represented by amount in row (9)
2.4%
12
Type of Reporting Person (See Instructions)
PN
CUSIP No. 4228C200
1
Names of Reporting Persons
Corbin Capital Partners GP, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a) [x]
(b) [ ]
3
SEC Use Only
4
Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0
6
Shared Voting Power
993,589
7
Sole Dispositive Power
0
8
Shared Dispositive Power
993,589
9
Aggregate Amount Beneficially Owned by Each Reporting Person
993,589
10
Check box if the aggregate amount in row (9) excludes certain shares
(See Instructions)
[]
11
Percent of class represented by amount in row (9)
3.6%
12
Type of Reporting Person (See Instructions)
OO
CUSIP No. 4228C200
1
Names of Reporting Persons
Corbin Capital Partners, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a) [x]
(b) [ ]
3
SEC Use Only
4
Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0
6
Shared Voting Power
993,589
7
Sole Dispositive Power
0
8
Shared Dispositive Power
993,589
9
Aggregate Amount Beneficially Owned by Each Reporting Person
993,589
10
Check box if the aggregate amount in row (9) excludes certain shares
(See Instructions)
[]
11
Percent of class represented by amount in row (9)
3.6%
12
Type of Reporting Person (See Instructions)
IA, PN
CUSIP No. 4228C200
1
Names of Reporting Persons
Corbin Opportunity Fund, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a) [x]
(b) [ ]
3
SEC Use Only
4
Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0
6
Shared Voting Power
331,597
7
Sole Dispositive Power
0
8
Shared Dispositive Power
331,597
9
Aggregate Amount Beneficially Owned by Each Reporting Person
331,597
10
Check box if the aggregate amount in row (9) excludes certain shares
(See Instructions)
[]
11
Percent of class represented by amount in row (9)
1.2%
12
Type of Reporting Person (See Instructions)
PN
Item 1(a). Name of Issuer:
Healthcare Capital Corp.
Item 1(b). Address of Issuers Principal Executive Offices:
301 North Market Street, Suite 1414, Wilmington, DE 19801
Item 2(a). Name of Person Filing:
This Statement is filed on behalf of the following persons
(collectively, the Reporting Persons):
i. Atalaya Capital Management LP (ACM);
ii. Corbin ERISA Opportunity Fund, Ltd. (CEOF);
iii. Corbin Capital Partners GP, LLC (Corbin GP);
iv. Corbin Capital Partners, L.P. (CCP); and
v. Corbin Opportunity Fund, L.P. (COF).
Item 2(b). Address of Principal Business Office or, if None, Residence:
The address of the principal business office of ACM is One
Rockefeller Plaza, 32nd Floor, New York, NY 10020. The address of the principal
business office of each of CEOF, Corbin GP, CCP, and COF is 590 Madison Avenue,
31st Floor, New York, NY 10022.
Item 2(c). Citizenship:
Each of ACM, CCP and COF is a Delaware limited partnership. CEOF
is a Cayman Islands exempted company. Corbin GP is a Delaware limited liability
company.
Item 2(d). Title and Class of Securities:
Class A Common Stock, par value $0.0001 per share (the Shares)
Item 2(e). CUSIP Number:
4228C200
Item 3. If This Statement is Filed Pursuant to 240.13d-1(b) or 240.13d-2(b)
or (c), Check Whether the Person Filing is a:
This Item 3 is not applicable.
Item 4(a). Amount Beneficially Owned:
As of the date hereof, Each of Corbin GP and CCP may be deemed to
beneficially own 993,589 Shares underlying Units, which amount includes
(i) 661,992 Shares underlying Units held of record by CEOF and (ii)
331,597 Shares underlying Units held of record by COF.
In addition to the securities reported on the cover pages hereto,
ACM may be deemed to beneficially own 185,625 warrants underlying Units
held of record by Atalaya Special Purpose Investment Fund LP. Each of
Corbin GP and CCP may be deemed to beneficially own (i) 371,250 warrants
underlying Units held of record by CEOF and (ii) 185,625 warrants
underlying Units held of record by COF. Each warrant will become
exercisable on the later of (i) 30 days after the completion of a
business combination and (ii) 12 months after the closing of the Issuers
initial public offering. The warrants will expire on the fifth
anniversary of the completion of a business combination.
Item 4(b). Percent of Class:
As of the date hereof, Each of Corbin GP and CCP
may be deemed the beneficial owner of approximately 3.6% of
Shares outstanding, which amount includes (i) 2.4% of Shares
outstanding held of record by CEOF and (ii) 1.2% of Shares
outstanding held of record by COF. These percentages are
based on 27,500,000 Shares outstanding as reported in the
Issuers Form 10-Q filed with the Securities and Exchange
Commission on November 15, 2021. The percentages reported
in the cover pages and this Item 4(b) herein do not include any
Shares underlying warrants since the warrants are not
exercisable within sixty days.
Item 4(c). Number of shares as to which such person has:
ACM:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 0
CEOF:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 661,992
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 661,992
Corbin GP:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 993,589
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 993,589
CCP:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 993,589
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 993,589
COF:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 331,597
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 331,597
The Shares are directly held by CEOF and COF
(the Direct Holders). As CEOF and COFs investment manager,
CCP has the power to vote and direct the disposition of all
Shares held by CEOF and COF. This report shall not be
deemed an admission that ACM, CCP, Corbin GP, the Direct
Holders or any other person is the beneficial owner of the
securities reported herein for purposes of Section 13 of the Act,
or for any other purpose.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as
of the date hereof the reporting persons have ceased to be
the beneficial owner of more than 5 percent of the class of
securities, check the following
[x]
Item 6. Ownership of more than Five Percent on Behalf of Another Person.
This Item 6 is not applicable.
Item 7. Identification and classification of the subsidiary which acquired the
security being reported on by the parent holding company or control person.
This Item 7 is not applicable.
Item 8. Identification and classification of members of the group.
ACM, CEOF, Corbin GP, CCP, and COF may be deemed members of a group,
as defined in Rule 13d-5 under the Act, with respect to the Shares. Such group
may be deemed to beneficially own 993,589 Shares.
Item 9. Notice of Dissolution of Group.
This Item 9 is not applicable.
Item 10. Certifications.
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were not
acquired and are not held for the purpose of or with the effect
of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose
or effect, other than activities solely in connection with a
nomination under 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: February 14, 2022
Atalaya Capital Management LP
By: /s/ Drew Phillips
Name: Drew Phillips
Title: Authorized Signatory
Corbin ERISA Opportunity Fund, Ltd.
By: Corbin Capital Partners, L.P., its Investment Manager
By:/s/ Daniel Friedman
Name: Daniel Friedman
Title: General Counsel
Corbin Capital Partners GP, LLC
By:/s/ Daniel Friedman
Name: Daniel Friedman
Title: Authorized Signatory
Corbin Capital Partners, L.P.
By:/s/ Daniel Friedman
Name: Daniel Friedman
Title: General Counsel
Corbin Opportunity Fund, L.P.
By: Corbin Capital Partners, L.P., its Investment Manager
By:/s/ Daniel Friedman
Name: Daniel Friedman
Title: General Counsel
The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the statement
is signed on behalf of a person by his authorized representative (other
than an executive officer or general partner of this filing person),
evidence of the representatives authority to sign on behalf of such
person shall be filed with the statement, provided, however, that a
power of attorney for this purpose which is already on file with the
Commission may be incorporated by reference. The name and any title
of each person who signs the statement shall be typed or printed
beneath his signature.
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001).
EXHIBIT INDEX
Ex. No. Description
99 Joint Filing Agreement
JOINT FILING AGREEMENT
The undersigned hereby agree that this Amendment No. 2 to
the statement on Schedule 13G with respect to shares of Class A
Common Stock, par value $0.0001 of Healthcare Capital Corp. is, and
any amendments thereto (including amendments on Schedule 13D)
signed by each of the undersigned shall be, filed on behalf of each of us
pursuant to and in accordance with the provisions of Rule 13d-1(k)
under the Securities Exchange Act of 1934, as amended.
Dated: February 14, 2022
Atalaya Capital Management LP
By: /s/ Drew Phillips
Name: Drew Phillips
Title: Authorized Signatory
Corbin ERISA Opportunity Fund, Ltd.
By: Corbin Capital Partners, L.P., its Investment Manager
By:/s/ Daniel Friedman
Name: Daniel Friedman
Title: General Counsel
Corbin Capital Partners GP, LLC
By:/s/ Daniel Friedman
Name: Daniel Friedman
Title: Authorized Signatory
Corbin Capital Partners, L.P.
By:/s/ Daniel Friedman
Name: Daniel Friedman
Title: General Counsel
Corbin Opportunity Fund, L.P.
By: Corbin Capital Partners, L.P., its Investment Manager
By:/s/ Daniel Friedman
Name: Daniel Friedman
Title: General Counsel