Business Context and Reporting Period
This Form 8-K reports the consummation of the initial public offering (IPO) by Avista Healthcare Public Acquisition Corp. (the "Company"), a Cayman Islands special purpose acquisition company. The report date is October 14, 2016. The Company is not Organogenesis Holdings Inc., despite the metadata request; the filing explicitly identifies the registrant as Avista Healthcare Public Acquisition Corp.
Key Financial Metrics
- IPO Proceeds: Sold 30,000,000 Units at $10.00 per unit, generating gross proceeds of $300,000,000.
- Private Placement Proceeds: Sold 16,000,000 Private Placement Warrants at $0.50 per warrant, generating gross proceeds of $8,000,000.
- Total Gross Proceeds: $308,000,000.
- Trust Account Funding: A total of $300,000,000 was placed in a U.S.-based trust account at J.P. Morgan Chase Bank, N.A. This amount includes $294,000,000 from the IPO (incorporating approximately $10,500,000 of deferred underwriting discount) and $6,000,000 from the Private Placement.
- Revenue/Profit/Cash Flow: The filing text does not provide operating revenue, net profit, or operating cash flow figures as this is a pre-operational SPAC IPO filing.
- Debt/Liquidity: The filing does not disclose outstanding debt. Liquidity is primarily represented by the $300,000,000 in the trust account and remaining working capital outside the trust.
Material Changes
The primary material change is the transition from a private entity to a publicly traded company following the IPO. The Company's balance sheet as of October 14, 2016, reflects the receipt of the aforementioned proceeds. There is no prior comparable period for operating metrics as the Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination.
Guidance, Outlook, and Risks
- Structure: Each Unit consists of one Class A ordinary share and one warrant to purchase one-half of one ordinary share at an exercise price of $5.75 per half share ($11.50 per whole share).
- Underwriting: The IPO included a deferred underwriting discount of approximately $10,500,000.
- Outlook: The Company intends to use the proceeds to complete a business combination. No specific target or timeline is provided in this filing.
- Risks: Standard SPAC risks apply, including the risk that the Company may not complete a business combination within the required timeframe, potentially leading to liquidation.
Investor Verification Checklist
- Verify the exact terms of the warrant exercise price ($11.50 per whole share) and expiration date in the full prospectus.
- Confirm the amount of working capital remaining outside the trust account for operational expenses.
- Review the audited balance sheet (Exhibit 99.1) for the precise allocation of funds between the trust and working capital.
- Check the definitive merger agreement or target identification status, as this filing only covers the IPO consummation.
- Verify the identity of the registrant (Avista Healthcare Public Acquisition Corp.) to ensure it is not confused with Organogenesis Holdings Inc.