Business Context and Reporting Period
Oaktree Acquisition Corp. filed this Form 8-K on January 15, 2021, under Item 8.01, regarding its proposed business combination with Hims, Inc. The transaction was announced under a September 30, 2020 merger agreement involving OAC, Rx Merger Sub, Inc., and Hims. OAC was a special-purpose acquisition company; this filing does not present operating results for Hims or a completed combined company.
Financial Metrics and Liquidity
- The filing does not provide revenue, profit, cash flow, margins, debt, liquidity, or other operating financial metrics.
- It references expected future revenue, pro forma enterprise value, and cash balance as forward-looking matters, but does not provide clear values in the filing text.
- Credit Suisse and Deutsche Bank were entitled to deferred IPO underwriting compensation and customary fees related to the PIPE financing and business combination, payable only if the transaction closed.
Material Changes and Supplemental Disclosure
OAC reported receiving a January 5, 2021 letter from WeissLaw LLP on behalf of a purported shareholder alleging material omissions in OAC’s definitive proxy statement filed December 29, 2020. OAC disputed the allegations but voluntarily supplemented the proxy disclosure to avoid potential litigation cost, distraction, and delay to the transaction.
The filing states that OAC previously filed a supplemental Form 8-K on January 12, 2012; this date appears inconsistent with the surrounding 2021 timeline and should be verified against the SEC filing.
Outlook, Risks, and Contingencies
- Closing remained subject to shareholder approval and other customary conditions, including maintaining the minimum trust account amount after shareholder redemptions.
- Other risks included possible termination or restructuring of the merger, regulatory or legal proceedings, failure to meet stock-exchange listing standards, transaction costs, and disruption to Hims’ operations.
- The filing identified Hims’ limited operating history, significant governmental regulation, competition, the ability to manage growth profitably, retention of personnel, and potential expansion into markets such as women’s health as material risks.
- Forward-looking statements concerning transaction timing, expected benefits, market opportunities, and future performance were subject to substantial uncertainty, and neither OAC nor Hims undertook to update them.
Investor Verification Priorities
- Review the definitive proxy statement/prospectus and subsequent SEC filings for the transaction’s closing status, shareholder approvals, redemptions, and trust-account balance.
- Verify the amount and treatment of deferred underwriting compensation, PIPE fees, and other transaction expenses.
- Review the alleged disclosure deficiencies and any subsequent shareholder litigation or regulatory developments.
- Confirm the apparently erroneous reference to January 12, 2012 and identify the correct date of the prior supplemental filing.
- Obtain Hims’ historical and projected financial information from the proxy statement, registration statement, and later filings, as this Form 8-K does not provide those metrics.