Business Context and Reporting Period
This Form 8-K is filed by Avista Healthcare Public Acquisition Corp. (not Organogenesis Holdings Inc.) on October 14, 2016, reporting events occurring on October 10, 2016. The registrant is a Cayman Islands-based special purpose acquisition company (SPAC) that consummated its initial public offering (IPO) on October 14, 2016.
Key Financial Metrics
- IPO Gross Proceeds: $300,000,000 from the sale of 30,000,000 units at $10.00 per unit.
- Private Placement Proceeds: $8,000,000 from the sale of 16,000,000 warrants to the Sponsor and independent directors at $0.50 per warrant.
- Total Capital Raised: $308,000,000.
- Trust Account Balance: $300,000,000 deposited in a U.S.-based trust account. This includes $294,000,000 from IPO proceeds (including $10,500,000 deferred underwriting discount) and $6,000,000 from private placement proceeds.
- Warrant Terms: Each Unit includes one warrant to purchase one-half of one ordinary share. Two warrants are required to purchase one whole share at an exercise price of $11.50.
Material Changes and Corporate Actions
- Articles Amendment: Shareholders approved an amendment requiring 100% shareholder approval to modify redemption rights prior to a business combination.
- Capital Structure: Issuance of 30,000,000 Class A ordinary shares and associated warrants to the public, plus 16,000,000 private placement warrants.
- Liquidity Constraints: Funds in the trust account are restricted and cannot be released until the completion of a business combination, a redemption vote, or liquidation within 24 months of the IPO.
Outlook, Risks, and Contingencies
- Business Combination Deadline: The Company has 24 months from the IPO closing to complete an initial business combination.
- Redemption Rights: Public shareholders have the right to redeem shares if the Company fails to complete a business combination within the 24-month period or if shareholders vote to amend the Articles regarding redemption obligations.
- Private Placement Restrictions: Private Placement Warrants are non-transferable for 30 days post-business combination, non-redeemable while held by Initial Shareholders, and exercisable on a cashless basis.
- Deferred Underwriting: $10,500,000 of the underwriting discount is deferred and held in the trust account.
Investor Verification Checklist
- Verify the exact date of the IPO closing (October 14, 2016) versus the report date (October 10, 2016).
- Confirm the 24-month deadline for completing a business combination.
- Review the specific terms of the 100% shareholder approval requirement for amending redemption rights.
- Check the status of the $10,500,000 deferred underwriting discount.
- Confirm the exercise price ($11.50) and ratio (2 warrants per share) for the public warrants.