Business Context and Reporting Period
This Form 8-K was filed by Avista Healthcare Public Acquisition Corp. (AHPAC) on October 30, 2018. The filing reports the entry into a material definitive agreement regarding a proposed business combination with Organogenesis Inc. (Organogenesis). AHPAC is a Cayman Islands-based special purpose acquisition company (SPAC) and an emerging growth company.
Key Financial Metrics
This filing is a current report regarding a corporate agreement and does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity metrics for the reporting period. The filing text does not provide a clear value for any financial performance indicators.
Material Changes
- Amendment to Letter Agreement: On October 30, 2018, AHPAC, its directors, officers, and the Sponsor (Avista Acquisition Corp.) amended a Letter Agreement originally dated October 16, 2016.
- Intent to Continue Operations: The amendment reflects the Sponsor's and Class B ordinary share holders' intent to support AHPAC's continued existence and the consummation of the Business Combination with Organogenesis, rather than proceeding with liquidation and dissolution.
- Elimination of Liquidation Obligation: The amendment eliminates the obligation for AHPAC and the Sponsor to cease operations and liquidate under the original Letter Agreement.
- Redemption Obligations Remain: The amendment does not relieve parties of the obligation to complete redemptions if shareholders fail to approve the extension of the time period to complete a business combination (extended from October 14, 2018, to February 15, 2019).
Guidance, Outlook, and Risks
Outlook and Management Commentary: Management intends to pursue the Business Combination with Organogenesis. AHPAC has filed a registration statement on Form S-4 and a joint proxy/consent solicitation statement/prospectus regarding the transaction. Shareholders will be asked to vote on the proposed combination.
Risks and Contingencies: The filing includes forward-looking statements subject to significant risks, including:
- Termination of the Merger Agreement due to unforeseen events.
- Failure to obtain stockholder approval or meet closing conditions.
- Inability to meet NASDAQ listing standards.
- Disruption of Organogenesis's current plans and operations.
- Failure to realize anticipated benefits of the combination due to competition or management retention issues.
- Costs associated with the transaction and changes in laws or regulations.
Investor Verification Checklist
- Verify the terms of the Amended Letter Agreement filed as Exhibit 2.1.
- Review the definitive Form S-4 Registration Statement and joint proxy/consent solicitation statement for detailed transaction terms.
- Confirm the status of the shareholder vote required to approve the extension of the business combination deadline to February 15, 2019.
- Assess the redemption rights of public shareholders if the extension is not approved.
- Monitor the ability of the combined entity to meet NASDAQ listing standards.