UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
Healthcare Capital Corp.
(Name of Issuer)
Class A Common Stock, par value $0.0001 per share
(Title of Class of Securities)
4228C200**
(CUSIP Number)
January 15, 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).
SCHEDULE 13G
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
371,250
6
Shared Voting Power
1,113,750
7
Sole Dispositive Power
371,250
8
Shared Dispositive Power
1,113,750
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,485,000
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)
6.2%
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
742,500
7
Sole Dispositive Power
0
8
Shared Dispositive Power
742,500
9
Aggregate Amount Beneficially Owned by Each Reporting Person
742,500
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)
3.1%
12
Type of Reporting Person (See Instructions)
PN
CUSIP No. 4228C200
1
Names of Reporting Persons
Corbin Capital Partners Group, 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 ofShares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0
6
Shared Voting Power
1,113,750
7
Sole Dispositive Power
0
8
Shared Dispositive Power
1,113,750
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,113,750
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)
4.6%
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
1,113,750
7
Sole Dispositive Power
0
8
Shared Dispositive Power
1,113,750
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,113,750
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)
4.6%
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
371,250
7
Sole Dispositive Power
0
8
Shared Dispositive Power
371,250
9
Aggregate Amount Beneficially Owned by Each Reporting Person
371,250
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)
1.5%
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. (Corbin);
iii. Corbin Capital Partners Group, LLC (CCPG);
iv. Corbin Capital Partners, L.P (CCP); and
v. Corbin Opportunity Fund, L.P. (COF).
ACM serves as sub-advisor to Corbin and COF, and in such capacity,
exercises discretionary investment authority over the Shares (as defined below)
underlying Units held directly by Corbin and COF.
Item 2(b). Address of Principal Business Office or, if None, Residence:
The address of the principal business office of ACM is One RockefellerPlaza,
32nd Floor, New York, NY 10020. The address of the principal business office
of each of Corbin, CCPG,CCP, and COF is 590 Madison Avenue, 31st Floor,
New York, NY 10022.
Item 2(c). Citizenship:
Each of ACM, Corbin, CCP, and COF is a Delaware limited partnership. CCPG 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:
(a) [] Broker or dealer registered under Section 15 of the Exchange Act
(15 U.S.C. 78c);
(b) [] Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c);
(c) [] Insurance company as defined in Section 3(a)(19) of the Exchange Act
(15 U.S.C. 78c);
(d) [] Investment company registered under Section 8 of the Investment Company
Act of 1940 (15 U.S.C. 80a-8);
(e) [] An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);
(f) [] An employee benefit plan or endowment fund in accordance with
240.13d-1(b)(1)(ii)(F);
(g) [] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h) [] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i) [] A church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act of 1940
(15 U.S.C. 80a-3);
(j) [] Group, in accordance with 240.13d-1(b)(1)(ii)(J).
This Item 3 is not applicable.
Item 4(a). Amount Beneficially Owned:
As of the date hereof, ACM may be deemed the beneficial owner of 1,485,000
Shares underlying Units, which amount includes the (i) 742,500 Shares
underlying Units beneficially owned by Corbin and (ii) 371,250 Shares
underlying Units beneficially owned by COF. Each of CCPG and CCP may be
deemed the beneficial owner of 1,113,750 Shares underlying Units.
Item 4(b). Percent of Class:
As of the date hereof, ACM may be deemed the beneficial owner of approximately
6.2% of Shares outstanding, which amount includes (i) the 3.1% of Shares
outstanding beneficially owned by Corbin and (ii) 1.5% of Shares outstanding
beneficially owned by COF. Each of CCPG and CCP may be deemed the beneficial
owner of 4.6% of Shares outstanding. (These percentages are based on 24,000,000
Shares outstanding as reported in the Issuers Prospectus filed pursuant to Rule
424(b)(4) on January 20, 2021.)
Item 4(c). Number of shares as to which such person has:
ACM:
(i) Sole power to vote or to direct the vote: 371,250
(ii) Shared power to vote or to direct the vote: 1,113,750
(iii) Sole power to dispose or to direct the disposition of: 371,250
(iv) Shared power to dispose or to direct the disposition of: 1,113,750
Corbin:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 742,500
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 742,500
CCPG:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 1,113,750
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 1,113,750
CCP:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 1,113,750
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 1,113,750
COF:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 371,250
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 371,250
Item 5. Ownership of Five Percent or Less of a Class.
This Item 5 is not applicable.
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, Corbin, CCPG, 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
deemedto beneficially own 1,485,000 Shares. Corbin, CCPG, and CCP disclaim
beneficial ownership over the Shares held directly by ACM.
Item 9. Notice of Dissolution of Group.
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 participantin 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.
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 Group, 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.
Corbin Capital Partners, L.P., its Investment Manager
By:/s/ Daniel Friedman
Name: Daniel Friedman
Title: General Counsel
January 25, 2021
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 personby 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 ofeach 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. A - Joint Filing Agreement
Exhibit A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with respect
to the Class A common stock of Healthcare Capital Corp., filed January 25, 2021
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.
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 Group, 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.
Corbin Capital Partners, L.P., its Investment Manager
By: /s/ Daniel Friedman
Name: Daniel Friedman
Title: General Counsel
January 25, 2021