As filed with U.S. Securities and Exchange Commission on February 18, 2021.
Registration No. 333-252308
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ISLEWORTH HEALTHCARE ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
| Delaware | 6770 | 86-1216057 | ||
| (State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) |
970 Lake Carillon Drive, Feather Sound, Suite 300
St. Petersburg, Florida 33716
Telephone: (727) 245-0146
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Robert Whitehead, Chief Executive Officer
970 Lake Carillon Drive, Feather Sound, Suite 300
St. Petersburg, Florida 33716
Telephone: (727) 245-0146
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
| Ralph V. De Martino, Esq. Cavas Pavri, Esq. Schiff Hardin LLP 901 K Street NW Suite 700 Washington, DC 20001 Telephone: (202) 778-6400 Facsimile: (202) 778-6460 | Mitchell S. Nussbaum Giovanni Caruso Loeb & Loeb LLP 345 Park Ave New York, New York 10154 Telephone: (212) 407-4000 Facsimile: (212) 207-4880 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
| Emerging growth company | ☒ | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
| ||||||||
| Title of Each Class of Security Being Registered | Amount Registered | Proposed Maximum Offering Price per Security(1) | Proposed Maximum Aggregate Offering Price(1) | Amount of Registration Fee | ||||
Units, each consisting of one share of common stock, $0.0001 par value, and one-half of one redeemable warrant(2) | 17,250,000 | $10.00 | $172,500,000 | $18,819.75 | ||||
Shares of common stock included as part of the units(3) | 17,250,000 | — | — | — (4) | ||||
Redeemable warrants included as part of the units(3) | 8,625,000 | — | — | — (4) | ||||
Representative’s shares of common stock(3) | 287,500 | $10.00 | $2,875,000 | $313.66 | ||||
Representative’s warrants | 517,500 | $12.00 | $6,210,000 | $677.51 | ||||
Total | $181,585,000.00 | $19,810.92(5) | ||||||
| ||||||||
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| (1) | Estimated solely for the purpose of calculating the registration fee. |
| (2) | Includes 2,250,000 units, consisting of 2,250,000 shares of common stock and 1,125,000 redeemable warrants, which may be issued upon exercise of a 30-day option granted to the underwriters to cover over-allotments, if any. |
| (3) | Pursuant to Rule 416, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. |
| (4) | No fee pursuant to Rule 457(g). |
| (5) | Previously paid. |
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
Isleworth Healthcare Acquisition Corp. is filing this Amendment No.1 (this “Amendment”) to its Registration Statement on Form S-1 (File No. 333-252308) (the “Registration Statement”) as an exhibits-only filing. Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16(a) of Part II of the Registration Statement, the signature page to the Registration Statement and the filed exhibit. The remainder of the Registration Statement is unchanged and has been omitted.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules.
| (a) | Exhibits. The following list of exhibits is being filed herewith: |
EXHIBIT INDEX
| * | Previously filed |
| ** | Filed herewith |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Petersburg, State of Florida on the 18th day of February, 2021.
| ISLEWORTH HEALTHCARE ACQUISITION CORP. | ||
| By: | /s/ Robert Whitehead | |
| Name: | Robert Whitehead | |
| Title: | Chief Executive Officer | |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
Name | Position | Date | ||
/s/ Allen Weiss Allen Weiss | Chairman | February 18, 2021 | ||
/s/ Robert Whitehead Robert Whitehead | Director and Chief Executive Officer (Principal Executive Officer) | February 18, 2021 | ||
/s/ Dan Halvorson Dan Halvorson | Chief Financial Officer (Principal Financial and Accounting Officer) | February 18, 2021 | ||
