false 0001865537 0001865537 2022-10-25 2022-10-25 0001865537 dtrt:ClassACommonStockAndWarrantsMemberMember 2022-10-25 2022-10-25 0001865537 us-gaap:CommonClassAMember 2022-10-25 2022-10-25 0001865537 dtrt:WarrantMemberMember 2022-10-25 2022-10-25

 

 

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): October 25, 2022

 

 

DTRT Health Acquisition Corp.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-40774   86-3336784

(State or Other Jurisdiction

of Incorporation)

   (Commission
File Number)		  

(IRS Employer

Identification No.)

1415 West 22nd Street, Tower Floor

Oak Brook, IL 60523

(Address of principal executive office) (zip code)

Registrant’s telephone number, including area code: (312) 316-5473

N/A

(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 (see General Instruction A.2. below):

 

☒

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))

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-half of one redeemable warrant   DTRTU   The Nasdaq Stock Market LLC
Class A common stock, par value $0.0001 per share   DTRT   The Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share   DTRTW   The Nasdaq Stock Market LLC

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 ☒

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. ☐

 

 

 

Item 1.01 Entry into a Material Definitive Agreement.

On October 25, 2022, DTRT Health Acquisition Corp. (“DTRT”) issued an unsecured convertible promissory note in the aggregate principal amount of $90,000.00 (the “Note”) to DTRT Health Sponsor LLC, the Company’s sponsor (the “Sponsor”). Pursuant to the Note, DTRT agreed to repay the outstanding principal amount of the Note on the earlier of (i) May 31, 2023 and (ii) the effective date of a business combination (the “Maturity Date”).

At any time prior to the Maturity Date, the Sponsor may elect to convert the outstanding principal balance into warrants to purchase shares of Class A common stock of DTRT at a conversion price equal to $1.00 per warrant. The terms of such warrants issued in connection with such conversion shall be identical to the warrants issued to the Sponsor in connection with DTRT’s initial public offering that closed September 7, 2021. The Note does not bear interest. In the event that DTRT does not consummate a business combination, the Note will be repaid only from amounts remaining outside of DTRT’s trust account, if any.

The proceeds of the Note will be used by DTRT for working capital purposes.

The foregoing description of the Note is qualified in its entirety by reference to the full text of the Note, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are furnished with this report.

 

Exhibit
No.		   

Description

10.1    Convertible Promissory Note dated as October 25, 2022
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

1

SIGNATURES

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

 

        DTRT HEALTH ACQUISITION CORP.
Date: October 25, 2022     By:  

/s/ Mark Heaney

      Mark Heaney
      Chief Executive Officer
DTRT Health Acquisition (NASDAQ:DTRT)
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