Attached files
file | filename |
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EX-23.1 - EX-23.1 - Isleworth Healthcare Acquisition Corp. | d123116dex231.htm |
EX-5.1 - EX-5.1 - Isleworth Healthcare Acquisition Corp. | d123116dex51.htm |
As filed with the Securities and Exchange Commission on February 24, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ISLEWORTH HEALTHCARE ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
Delaware | 6770 | 86-1216057 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
970 Lake Carillon Drive, Feather Sound, Suite 300
St. Petersburg, Florida 33716
(727) 245-0146
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Robert Whitehead
Chief Executive Officer
Isleworth Healthcare Acquisition Corp.
970 Lake Carillon Drive, Feather Sound, Suite 300
St. Petersburg, Florida 33716
(727) 245-0146
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Ralph V. De Martino Cavas Pavri Schiff Hardin LLP 901 K Street NW, Suite 700 Washington, DC 20001 Tel: (202) 778-6400 |
Mitchell S. Nussbaum Giovanni Caruso Loeb & Loeb LLP 345 Park Ave New York, New York 10154 Tel: (212) 407-4000 |
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. ☒ 333-252308
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. ☐
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. ☐
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 | ☒ |
CALCULATION OF REGISTRATION FEE
| ||||||||
Title of Each Class of Security Being Registered |
Amount Being Registered(2) |
Proposed Maximum Offering Price per Security(1) |
Proposed Maximum Aggregate |
Amount of Registration Fee | ||||
Units, each consisting of one share of common stock, par value $0.0001 per share, and one-half of one redeemable warrant |
3,450,000 | $10.00 | $34,500,000 | $3,763.95 | ||||
Shares of common stock included as part of the units(3) |
3,450,000 | | | (4) | ||||
Redeemable warrants included as part of the units(3) |
1,725,000 | | | (4) | ||||
Representatives shares of common stock |
28,750 | $10.00 | $287,500 | 31.37 | ||||
Representatives warrant (3) |
51,750 | $12.00 | $621,000 | 67.75 | ||||
Total |
$35,408,500 | $3,863.07 (5) | ||||||
|
(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. 333-252308). |
(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 share sub-divisions, share dividends or similar transactions. |
(4) | No fee pursuant to Rule 457(g). |
(5) | The Registrant previously registered securities having a proposed maximum aggregate offering price of $181,585,000 on its Registration Statement on Form S-1, as amended (File No. 333-252308) which was declared effective by the Securities and Exchange Commission on February 24, 2021. In accordance with Rule 462(b) under the Securities Act, an additional number of securities having a proposed maximum offering price of $35,408,500 is hereby registered, which includes securities issuable upon the exercise of the underwriters over-allotment option. |
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 units of Isleworth Healthcare Acquisition Corp., a Delaware corporation (the Registrant), each consisting of one share of common stock and one-half of one redeemable warrant, pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and General Instruction V to Form S-1. Each whole warrant entitles the holder thereof to purchase one share of common stock at a price of $11.50 per share, subject to certain adjustments, and only whole warrants are exercisable. In addition, this Registration Statement is being filed with respect to the registration of up to 28,750 shares of common stock and a warrant to purchase up to 51,750 shares of common stock that may be issued to the representative of the underwriters (or its designees) in the offering subject to the Registration Statement. This Registration Statement relates to the Registrants Registration Statement on Form S-1, as amended (File No. 333-252308) (the Prior Registration Statement), initially filed by the Registrant on January 21, 2021 and declared effective by the Securities and Exchange Commission (the Commission) on February 24, 2021. 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.
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 Commissions account at U.S. Bank as soon as practicable (but no later than the close of business as of February 25, 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 February 25, 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 Registration Statement on Form S-1 (SEC File No. 333-252308) 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:
5.1 | Opinion of Schiff Hardin LLP | |
23.1 | Consent of Marcum LLP | |
23.2 | Consent of Schiff Hardin LLP (included on Exhibit 5.1). |
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 St. Petersburg, Florida on the February 24, 2021.
ISLEWORTH HEALTHCARE ACQUISITION CORP. | ||
By: | /s/ Robert Whitehead | |
Name: | Robert Whitehead | |
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/ Robert Whitehead |
Chief Executive Officer (Principal Executive Officer) | February 24, 2021 | ||
Robert Whitehead | ||||
/s/ Dan Halvorson |
Chief Financial Officer (Principal Financial and Accounting Officer) | February 24, 2021 | ||
Dan Halvorson | ||||
/s/ Allen Weiss |
Chairman | February 24, 2021 | ||
Allen Weiss |