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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): April 28, 2020

 

 

 

DFP HEALTHCARE ACQUISITIONS CORP.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware 001-39248 84-3562323
(State or other jurisdiction
of incorporation) 		(Commission
File Number) 		(IRS Employer
Identification No.)

 

780 Third Avenue, 37 th Floor

New York, New York 10017

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: (212) 551-1600

 

Not Applicable
(Former name or former address, if changed since last report)

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company x

 

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 13(a) of the Exchange Act. ¨

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered

Units, each consisting of one share of Class A common stock and one-fourth of one redeemable warrant

 

  DFPHU   The Nasdaq Stock Market LLC

Class A common stock, par value $0.0001 per share

 

  DFPH   The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share   DFPHW   The Nasdaq Stock Market LLC

 

 

 

 

 

Item 8.01. Other Events.

  

On April 28, 2020, DFP Healthcare Acquisitions Corp. (the “Company”) issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that the holders of the Company’s units (the “Units”) may elect to separately trade the shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and warrants (the “Warrants”) included in the Units commencing on or about May 1, 2020. Each Unit consists of one share of Class A Common Stock and one-fourth of one redeemable Warrant to purchase one share of Class A Common Stock. Any Units not separated will continue to trade on The Nasdaq Capital Market under the symbol “DFPHU”, and the Class A Common Stock and Warrants will separately trade on The Nasdaq Capital Market under the symbols “DFPH” and “DFPHW”, respectively.    No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the Units into shares of Class A Common Stock and Warrants.

 

Item 9.01 Financial Statements and Exhibits.

 

  (d) Exhibits

 

EXHIBIT INDEX

 

Exhibit No.   Description
99.1   Press Release, dated April 28, 2020.

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  DFP HEALTHCARE ACQUISITIONS CORP.
     
     
  By: /s/ Christopher Wolfe  
    Name:  Christopher Wolfe  
    Title: Chief Financial Officer
     
Dated: April 28, 2020    

 

 

 

 

Exhibit 99.1

 

DFP Healthcare Acquisitions Corp. Announces the Separate Trading of its Class A Common Stock and Warrants, Commencing on or about May 1, 2020

 

NEW YORK, April 28, 2020 – DFP Healthcare Acquisitions Corp. (the “Company”) announced today that holders of the units sold in the Company’s initial public offering of 23,000,000 units completed on March 13, 2020 (the “offering”) may elect to separately trade the shares of Class A common stock and warrants included in the units commencing on or about May 1, 2020. Any units not separated will continue to trade on The Nasdaq Capital Market under the symbol “DFPHU”, and each of the shares of Class A common stock and warrants will separately trade on The Nasdaq Capital Market under the symbols “DFPH” and “DFPHW,” respectively. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Holders of units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the units into shares of Class A common stock and warrants.

 

DFP Healthcare Acquisitions Corp. is a blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The Company’s sponsor is an affiliate of Deerfield Management Company, L.P., an investment firm focused exclusively on the healthcare industry, and Richard Barasch. The Company’s strategy is to identify, acquire and, after its initial business combination, build, a healthcare or healthcare related business. The Company intends to focus its investment effort broadly across the entire healthcare industry, which encompasses services, therapeutics, devices, diagnostics and animal health.

 

A registration statement relating to these securities was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on March 10, 2020. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

 

The offering was made only by means of a prospectus. Copies of the prospectus relating to this offering may be obtained from Deutsche Bank Securities, 60 Wall Street, New York, NY 10005, Attn: Prospectus Group, telephone: 800-503-4611, or by emailing prospectus.CPDG@db.com; Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, 2nd Floor, New York, NY 10022, or by telephone at 877-821-7388 or by email at Prospectus_Department@Jefferies.com; and UBS Securities LLC, Attention: Prospectus Department, 1285 Avenue of the Americas, New York, NY 10019, telephone: (888) 827-7275 or email: ol-prospectusrequest@ubs.com.

 

Cautionary Note Concerning Forward-Looking Statements

 

This press release contains statements that constitute “forward-looking statements,” including with respect to the Company’s initial public offering and search for an initial business combination. No assurance can be given that the proceeds of the offering will be used as indicated. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement for the initial public offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

 

Contact

Chris Wolfe

(212) 551-1600

chris.wolfe@dfphealthcare.com