View:
United States securities and exchange commission logo
August 23, 2021
Christopher Gaulin
Chief Executive Officer
HealthCor Catalio Acquisition Corp.
55 Hudson Yards, 28th Floor
New York, NY 10001
Re: HealthCor Catalio
Acquisition Corp.
Draft Registration
Statement on Form S-4
Submitted July 19,
2021
CIK No. 0001833769
Dear Mr. Gaulin:
We have reviewed your draft registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Draft Registration Statement on Form S-4
Cover Page
1. With reference to
Regulation S-K, Item 501(b), please revise the cover page to simplify
the presentation,
particularly as it relates to the fourth and fifth paragraphs. In revising the
cover page, please
highlight the following:
You are acquiring
two companies under common control and these companies
currently operate
separately with no prior history as a combined entity;
The right of
shareholders to redeem their shares and provide a cross reference to the
section(s) of the
proxy/prospectus which explain the applicable process; and
The percentage of
New Hyperfine capital stock, and aggregate voting power, that
HealthCor Catalio
Acquisition Corp. s Public Shareholders are expected to
Christopher Gaulin
FirstName LastNameChristopher Gaulin
HealthCor Catalio Acquisition Corp.
Comapany
August 23, NameHealthCor
2021 Catalio Acquisition Corp.
August
Page 2 23, 2021 Page 2
FirstName LastName
hold immediately following the closing of the business
combination
Summary
Conditions to Closing of the Business Combination, page 28
2. Please revise your disclosure to clarify each condition that is
subject to being waived and
state which party may waive such condition. In this regard we note
your disclosure in the
section Conditions to Closing of the Business Combination beginning on
page 103.
Interests of HealthCor Directors and Officers in the Business Combination, page
30
3. Please expand your disclosure here to quantify the aggregate dollar
amount and
describe the nature of what the HealthCor sponsor and its affiliates
have at risk that
depends on completion of a business combination. Include the current
value of securities
held, loans extended, fees due, out-of-pocket expenses and other items
for which the
sponsor and its affiliates are awaiting reimbursement. Provide similar
disclosure for the
company s officers and directors, if material. Further, please
clarify if the HealthCor
sponsor and its affiliates can earn a positive rate of return on their
investment, even if
other HealthCor shareholders experience a negative rate of return in
the post-business
combination company. Please also highlight this information in your
Questions and
Answers and/or Summary discussion.
Risk Factors, page 44
4. Please revise to disclose the material risks to unaffiliated investors
presented by taking the
company public through a merger rather than an underwritten offering.
These risks
could include the absence of due diligence conducted by an underwriter
that would
be subject to liability for any material misstatements or omissions in
a registration
statement
5. With reference to the risk factor disclosed on page 46 concerning the
material weakness in
internal controls, please disclose here and on page 33, if true, that
you have not hired a
chief financial officer.
The Business Combination Agreement
Background of the Business Combination, page 120
6. Noting your disclosure on page 121, expand your disclosure to describe
the substantive
discussions HealthCor entered into with other private healthcare
companies that
occurred from February 2021 to May 2021.
7. Please revise the Background of the Business Combination section to
identify the
representatives of Hyperfine, Liminal and/or 4Catalyzer who were
involved in the
introductions and negotiations.
8. Please revise to disclose the proposed rationale and material terms of
the May 20 letter of
intent. Provide similar disclosure for the the same day
counterproposal.
Christopher Gaulin
FirstName LastNameChristopher Gaulin
HealthCor Catalio Acquisition Corp.
Comapany
August 23, NameHealthCor
2021 Catalio Acquisition Corp.
August
Page 3 23, 2021 Page 3
FirstName LastName
9. Please tell us, and revise as applicable to indicate, whether the
parties discussed the
potential purchase and sale of Hyperfine without the accompanying
Liminal
business/assets. Also tell us whether any other 4Catalyzer businesses
or assets were
discussed during the negotiations.
10. With reference to the second full paragraph on page 122, revise to
describe
"HealthCor's financial model", including the material inputs and
assumptions used in the
model and any material changes made during the April/May 2021
timeframe. With
reference to the final bullet point on page 123, revise to disclose
similar information
concerning "Hyperfine's and Liminal's financial model". In your
revised disclosure, it
should be clear why HealthCor's model reflected a materially reduced
valuation ($570
million) as compared to the one initially proposed on April 13 by
Hyperfine and Liminal
(in excess of $800 million) .
11. We note your discussions of the "wall cross" investor meetings
conducted with PIPE
Investors throughout June and early July. Please revise to disclose
the key terms
negotiated with the PIPE investors.
12. We note that the parties to the business combination signed the
non-binding LOI on May
26 but the parties did not execute the business combination until the
terms of the PIPE
investment were set. Please revise to indicate whether one or both
parties to the business
combination specified or negotiated the size of the PIPE investment
and,
if applicable, whether the PIPE negotiations impacted the terms of the
executed Business
Combination Agreement.
13. Please revise the April 13 entry to clarify the actual combined dollar
valuation proposed
by Hyperfine and Liminal, and tell us whether that proposal provided
separate valuations
for Hyperfine and Liminal.
HealthCor's Board of Directors Reasons for the Approval of the Business
Combination, page 123
14. Your disclosure on pages 26-27 indicates that you received historical
and current
information for each of Hyperfine s and Liminal s business. Please
revise, here or
elsewhere, as applicable, to disclose the historical and current
information that impacted
the Board s determination.
Certain Projected Financial Information, page 126, page 126
15. In regards to the Projections prepared by the management of Hyperfine,
Inc. and Liminal
Sciences, Inc., please expand your disclosures to address the
following:
Further explain the nature of the material assumptions underlying
the significant
revenue and gross margin growth rates. To the extent necessary,
ensure you address
differing assumptions for Hyperfine, Inc and Liminal Sciences,
Inc. In addition,
disclose (i) the assumed timing for regulatory authorizations for
your Swoop Portable
MR Imaging System outside the US, including the assumed success
rate of receiving
approvals in each of the major markets outside of the US and/or
other products in
Christopher Gaulin
FirstName LastNameChristopher Gaulin
HealthCor Catalio Acquisition Corp.
Comapany
August 23, NameHealthCor
2021 Catalio Acquisition Corp.
August
Page 4 23, 2021 Page 4
FirstName LastName
development for which you have assumed successful
commercialization and (ii)
identify the material product revenues streams underlying these
projections;
Address whether projections were provided for financial line
items below Gross
Margin. If so, please provide such line items and explain the
nature of the material
assumptions underlying those line items. If not, address the
risks associated with
only reviewing revenue and gross margin projections; and
Explain how management and the Board considered and relied upon
these
projections, particularly in light of the limited historical
commercial operations of
Hyperfine, Inc. and Liminal Sciences, Inc.
Certain Projected Financial Information, page 126
16. Please expand to identify the key assumptions related to the company's
serviceable
addressable market, the timing of its international expansion, the
growth of its commercial
organization and the anticipated sales cycle process underlying the
revenue projections at
the bottom of page 127.
17. Please revise to disclose all the projections and other material
financial information that
Hyperfine and Liminal presented to the HealthCor Board for purposes of
negotiating the
terms of the Business Combination Agreement. In this regard, we note
that Hyperfine and
Liminal representatives in April proposed a combined pre-money equity
valuation of the
two companies in excess of $800 million and that in late May the
parties executed an LOI
that valued Hyperfine at $464 million and Liminal at $106 million. It
is unclear how that
parties were able to negotiate what proved to be the final valuations
and reach agreement
on other material terms in May if HealthCor did not receive financial
projections from
Hyperfine and Liminal until June 10.
18. Your disclosure on pages 26-27 indicates that you received forecast
projections for each
of Hyperfine and Liminal. Accordingly, please revise to disclose all
projections provided
to the HealthCor Board for the Hyperfine and Liminal businesses.
19. Revise to disclose what HealthCor did with the projections it received
and whether it used
these same projections, or altered ones, in its financial model(s) and
analyses.
Recommendation of HealthCor's Board of Directors, page 133
20. Based on this Recommendation section and the HealthCor s Board of
Directors Reasons
for the Approval of the Business Combination section, it is unclear
whether HealthCor s
Board conducted any financial analysis or analyses that support its
determination that the
merger is in the best interests of shareholders and its recommendation
to vote for the
business combination. Please revise or advise.
U.S. Federal Income Tax Considerations, page 165
21. Please revise to include a tax opinion covering the material tax
consequences of the
domestication and redemption. With reference to your disclosure on
page 170 concerning
Christopher Gaulin
FirstName LastNameChristopher Gaulin
HealthCor Catalio Acquisition Corp.
Comapany
August 23, NameHealthCor
2021 Catalio Acquisition Corp.
August
Page 5 23, 2021 Page 5
FirstName LastName
your likely status as a PFIC, please revise so that the
disclosure/opinion concerning the tax
consequences of the domestication is not "subject to the PFIC rules"
which are discussed
elsewhere in the prospectus. For guidance concerning assumptions and
opinions subject
to uncertainty, please refer to Staff Legal Bulletin No. 19. Revise
the Q&A and Summary
sections accordingly.
Unaudited Pro Forma Condensed Combined Information, page 177, page 177
22. We note that the pro forma financial information will reflect the
Subscription Agreements
entered into with PIPE Investors. As such, please expand your
description of the pro
forma financial information on page 177, accordingly.
23. We note the new Technology and Services Exchange Agreement will become
effective
upon the Closing as disclosed on page 261. Please address the
following:
Expand your disclosures to address the material financial terms of
this agreement,
including any consideration you could be required to pay; and
Tell us what consideration you gave to reflecting this new
agreement in the pro forma
financial information.
24. Please discuss the impact the Domestication will have on your
financial statements.
Address the 21,314,000 Class A common stock and 5,175,000 shares of
Class B common
stock to be issued in the Domestication referred to in (v) under
Proposal No. 5 on page iii.
In this regard, it is not clear that these shares are reflected in
your pro forma common
shares outstanding on page 181.
25. You disclose in the second paragraph under Note 1 that the
consideration to be received
by the existing Hyperfine and Liminal stockholders in connection with
the Business
Combination will be an aggregate number of shares of New Hyperfine
common stock
equal to $564,759 divided by $10.00 per share. Based on this
disclosure, it appears that
56,475,900 shares of New Hyperfine stock will be issued. Please
reconcile this number of
shares to the pro forma common shares outstanding table which
indicates that Hyperfine
and Liminal Stockholders will, on a combined basis, own 47,938,098
shares.
26. We note the disclosures on page F-29 regarding the Founder Shares and
the conversion of
these shares into Class A ordinary shares such that the number of
Class A ordinary shares
issuable upon conversion will equal 20% of the sum of a calculated
amount of Class A
ordinary shares. Please help us better understand how these conversion
terms are
reflected in the pro forma number of outstanding shares and the
corresponding ownership
percentages disclosed on page 181.
27. Please disclose the nature of the incremental and directly
attributable transaction costs
reflected in adjustment 3(b)(2). Also, disclose the nature of the
additional costs at the
close of the Business Combination determined to be not directly
attributable and
incremental to the Business Combination reflected in adjustment
3(b)(3). Address the
need to reflect the costs associated with adjustment 3(b)(3) in the
pro forma statement of
operations.
Christopher Gaulin
HealthCor Catalio Acquisition Corp.
August 23, 2021
Page 6
28. With reference to Note 3(f), please provide the underlying assumptions
used to
determine the compensation expense related to restricted stock units
granted to the CEO
of Hyperfine as well as the compensation expense related to option
awards granted to
CEO and Chairman of the Board of Hyperfine. Provide similar
disclosures as it relates to
your adjustments set forth in Notes 3(g) and 3(h).
29. For note 3(j), please also disclose any shares not included for
anti-dilution reasons.
Business of Hyperfine and Liminal, page 198
30. We note that the Business section appears to focus almost exclusively
on Hyperfine's
business and operations. Please revise to include under a separate
header a discussion of
the historical development and operating plans for the Liminal
business/assets. As part of
this discussion, please discuss why 4Catalyzer placed the Liminal
business with 4Bionics
LLC instead of with Hyperfine. Disclose whether there are synergies
between the
Hyperfine and Liminal businesses and whether they will operate
separately or will
be integrated. With reference to the disclosure on page 211 and 249,
clarify whether any
of the executive officers following the business combination have
worked with the
Liminal business and how many current Liminal employees will join the
combined
company.
31. Please revise to disclose the principal purposes for the business
combination and PIPE
proceeds and the approximate amount intended for such purposes.
Potential market expansion, page 206
32. With regard to your brain sensing platform and MRI robotic guided
intervention, please
expand to describe the current state of development of these programs
and discuss steps
for the regulatory approval, if any.
Intellectual Property, page 214
33. Please expand your disclosure to address the following:
Identify the type of patent protection for all of your patents
issued or pending; and
For each of your patent families, disclose each foreign
jurisdictions where you
have been issued or granted patents and where you have patent
applications pending.
Please consider tabular disclosure in addition to the narrative
provided.
Exclusive License Agreements with The General Hospital Corporation (d/b/a
Massachusetts
General Hospital), page 215
FirstName LastNameChristopher Gaulin
34. Please expand to describe the aggregate amounts paid to-date under the
agreement, the
Comapany
rangeNameHealthCor
of royalty rates Catalio
and theAcquisition Corp.of the last to expire
patent or patent
expected expiry
Augustapplication licensed
23, 2021 Page 6 under the agreement.
FirstName LastName
Christopher Gaulin
FirstName LastNameChristopher Gaulin
HealthCor Catalio Acquisition Corp.
Comapany
August 23, NameHealthCor
2021 Catalio Acquisition Corp.
August
Page 7 23, 2021 Page 7
FirstName LastName
Employees, page 227
35. Please expand your disclosure to include a description of your human
capital
resources, including any human capital measures or objectives that you
focus on in
managing your business. Refer to Regulation S-K Item 101(c)(2)(ii).
Critical Accounting Policies and Significant Judgments and Estimates
Stock-based Compensation, page 240, page 240
36. Please explain how the fair value of the common stock of Hyperfine and
Liminal was
determined for any recent equity issuances and how this reconciles to
the valuations of
common stock as indicated based on the terms of the Business
Combination. In this
regard, we note disclosures on page 188 related to the restricted
stock unit and stock
option awards granted to the CEO and Chairman of the Board of
Hyperfine in connection
with the Business Combination as well disclosures on page F-59
regarding various equity
awards.
Certain Relationships and Related Party Transactions
HealthCor Related Person Transactions, page 259
37. We note your disclosure that no compensation of any kind will be paid
to
HealthCor officers and directors for services rendered prior to or in
connection with the
completion of an initial business combination. Please revise to
clarify that the HealthCor
sponsor transferred an aggregate of 105,000 founder shares to Dr.
Wolfgang, Mr.
Weinstein and Mr. Harris for their service as independent directors.
In this regard we note
your disclosure at the top of page 121 under the section Background of
the Business
Combination.
Note 2. Summary of Signfiicant Accounting Policies
Basis of Presentation and Principles of Combination, page F-36
38. We note your presentation of Hyperfine and Liminal as entities under
common control.
Please identify the ownership interests in each entity and when such
interests were
acquired to support your determination that these entities were under
common control for
the periods presented. Address the April 2021 transactions in which
4Bionics executed a
plan of liquidation and dissolution with its ownership in Liminal
distributed to its
members and to the holders of incentive units and indicate whether or
not these
transactions had any impact on your common control determination.
Inventories, page F-39
39. Please address the following comments regarding your inventories:
Identify the nature of the direct and indirect production costs to
convert material into
a finished good. In this regard, we note that inventories
primarily consist of finished
goods which are produced by the Company s third party contract
manufacturers.
Christopher Gaulin
HealthCor Catalio Acquisition Corp.
August 23, 2021
Page 8
Also, explain the nature of the manufacturing overhead you refer to
in Note 5.
Inventories;
Explain herein, or within Management s Discussion and Analysis,
why you had
$213,000 write down in inventory during the year ended December 31,
2020. In this
regard, we note that such inventory was purchased during the same
period; and
Your Manufacture and Supply Agreement with Benchmark (MSA)
disclosures on
page 51 indicate that you may have minimum order quantities under
the MSA. If you
have material purchase obligations, quantify such obligations in
Note 15.
Commitments and Contingencies. Also, address your apparent
obligation to purchase
excess and obsolete components from Benchmark. Clarify how such
obligations are
determined. Indicate whether you have been required to purchase
excess and
obsolete components from Benchmark. If so, quantify the amounts
purchased and
explain how you accounted for such purchases. Finally, provide
expanded
disclosures of these obligations within your Key Agreements section
on page 213.
Note 5. Revenue Recognition, page F-41
40. Please tell us what consideration you gave to providing additional
disclosures pursuant to
ASC 840, including the disclosures required by ASC 840-30-50-4 regarding
sales-type
leases.
Exhibits
41. With reference to the risk factor disclosure on page 54, please file the
Technology and
Services Exchange Agreement as an exhibit.
You may contact Nudrat Salik at 202-551-3692 or Jeanne Baker at
202-551-3691 if you
have questions regarding comments on the financial statements and related
matters. Please
contact David Gessert at 202-551-2326 or Joe McCann at 202-551-6262 with any
other
questions.
Sincerely,
FirstName LastNameChristopher Gaulin
Division of
Corporation Finance
Comapany NameHealthCor Catalio Acquisition Corp.
Office of Life
Sciences
August 23, 2021 Page 8
cc: Debbie P. Yee, P.C.
FirstName LastName