SUBSEQUENT EVENTS

6 Months Ended

Jun. 30, 2021

SUBSEQUENT EVENTS [Abstract]

SUBSEQUENT EVENTS

NOTE 10. SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements.

HeartFlow Business Combination

On July 15, 2021, the Company entered into a business combination agreement with HF Halo Merger Sub, Inc., a wholly owned subsidiary of the Company (“Merger Sub”) and HeartFlow (the “Business Combination Agreement”). Pursuant to the Business Combination Agreement Merger Sub will merge with and into HeartFlow (the “Merger”), with HeartFlow surviving the Merger as a wholly owned subsidiary of the Company. In addition, the Company will be renamed HeartFlow Group, Inc. (“New HeartFlow”) following the consummation of the transactions (collectively, the “HeartFlow Business Combination”).

On the closing date of the HeartFlow Business Combination (the “Closing Date”), among other things, the Company will distribute to record holders, on a pro rata basis, an amount, not less than zero, equal to (a) $91,000,000, less (b) the aggregate dollar amount to be paid by the Company in connection with the redemptions of shares of the Company’s Class A common stock to the extent such redemptions are in excess of $25,000,000 (the “Return of Capital Distribution Amount”). The outstanding number of shares of the Company’s Class A common stock shall be an amount of shares equal to (i) 69,000,000 minus (ii) (x) the Return of Capital Distribution Amount, divided by (y) $10.00. The Return of Capital Distribution Amount will be paid by the Company immediately following the closing.

In addition, the obligation of HeartFlow to consummate the HeartFlow Business Combination is subject to the fulfillment of other closing conditions, including, but not limited to, (i) the aggregate cash proceeds available for release from the Company’s Trust Account (after giving effect to redemptions of shares of the Company’s Class A common stock, if any, and the Return of Capital Distribution Amount), together with the proceeds from the FPA, if any, equaling no less than $345,000,000, (ii) the approval by the New York Stock Exchange of the Company’s initial listing application in connection with the HeartFlow Business Combination and (iii) the New HeartFlow board of directors consisting of the number of directors, and comprising the individuals, as contemplated by the Business Combination Agreement.

In connection with the execution of the Business Combination Agreement, on July 15, 2021, the Company, Glenview Capital Management, LLC (“Glenview”) and certain entities affiliated with Glenview (together, the “Forward Purchasers”) entered into an amendment to the Company’s existing forward purchase agreement, dated as of July 15, 2021 (as amended, the “Amended Forward Purchase Agreement”), pursuant to which the Forward Purchasers agreed to purchase from the Company a number of shares of the Company’s Class A common stock (the “Forward Purchase Shares”), at a purchase price of $10.00 per share, an aggregate dollar amount of shares equal to the sum of (A) the aggregate redemptions of shares of the Company’s Class A common stock (which amount shall not be greater than $25,000,000), and (B) twenty-five percent (25%) of such aggregate redemptions in excess of the first $200,000,000 paid out of the Trust Account to holders redeeming shares of the Company’s Class A common stock (which amount set forth in (B) shall not be greater than $25,000,000) (or more if determined by the Forward Purchasers, up to the aggregate amount of redemptions) (the “Forward Purchase”).

The Business Combination Agreement contains customary representations, warranties and covenants by the parties thereto and the closing is subject to certain conditions as further described in the Business Combination Agreement.

Sponsor Loan

In July 2021, the Company drew down $1,000,000 under the Sponsor Loan.