Item 4. Purpose of Transaction.
The Shares initially purchased by Cactus Healthcare Management, L.P. (the Sponsor) and reported in this Schedule 13D have
been acquired for investment purposes.
On February 9, 2024, the Issuer entered into a sponsor securities purchase agreement (the
Purchase Agreement) with the Sponsor and EVGI, pursuant to which, on February 23, 2024, the Sponsor transferred to EVGI (a) an aggregate of 2,530,000 founders shares (Founders Shares),
consisting of 2,529,999 Class A ordinary shares and one Class B ordinary share, par value $0.0001, of the Issuer (Class B ordinary share), and (b) 3,893,334 private placement warrants (Private
Warrants and collectively, with the Class A ordinary shares and Class B ordinary share, the Transferred Securities) that had been purchased by the Sponsor concurrently with the Issuers initial public
offering in November 2021 (the IPO). The Transferred Securities collectively constituted 80% of the securities of the Issuer owned by the Sponsor prior to the Transfer (as defined below). The Sponsor has retained 632,501
Founders Shares and 973,333 Private Warrants. The transfer of Founders Shares and Private Warrants to EVGI pursuant to the Purchase Agreement is referred to as the Transfer. The Transfer, all agreements executed in
connection with the Transfer (including the transactions contemplated therein) and the Management Change (as defined below) are referred to as the Sponsor Alliance. The foregoing description of the Purchase Agreement does not
purport to be complete, and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is incorporated by reference herein and filed herewith as Exhibit 10.1.
On February 23, 2024, the parties completed the closing of the Sponsor Alliance after all closing conditions were met.
As part of the closing of the Sponsor Alliance on February 23, 2024, the Issuer introduced a change in management (the Management
Change) and the board of directors of the Issuer (Board) as follows: (i) Ofer Gonen resigned as Chief Executive Officer, effective upon the closing, (ii) Stephen T. Wills tendered his resignation as Chief
Financial Officer, effective upon the closing and (iii) Nachum (Homi) Shamir, a director and Chairman of the Board, and Dr. Hadar Ron, a director, resigned as members of the Board. Also effective as of the time of the Transfer, Emmanuel
Meyer, Joep Thomassen and Huiyan Geng (collectively, the New Directors) were appointed to the Board by EVGI, as the holder of the sole outstanding Class B ordinary share. In addition, each of Dr. David Sidransky,
Dr. David J. Shulkin and Mr. Gonen has tendered his resignation as a director, to be effective upon the expiration of all applicable waiting periods under Section 14(f) of the Securities Exchange Act of 1934, as amended (the
Exchange Act), and Rule 14f-1 thereunder. They are expected to be replaced on the Board at that time by one or more designees of EVGI.
The Reporting Persons have no plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a), (c) and
(e) through (j) of Item 4 of Schedule 13D.
With respect to paragraph (b) of Item 4, the Issuer is a blank check company formed
for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.
With respect to paragraph (d) of Item 4, please refer to the discussion of the Management Change set forth above in this Item 4.
The Reporting Persons may, at any time and from time to time, review or reconsider their positions, change their purpose or formulate plans or
proposals with respect to the Issuer.
Item 5. Interest in Securities of the Issuer.
(a) |
Calculation of the percentage of Class A Ordinary Shares beneficially owned is based on 5,074,870
Class A Ordinary Shares outstanding as of November 2, 2023, as reported in the Issuers Current Report on Form 8-K filed with the Securities and Exchange Commission on November 2, 2023.
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