SEC Form SC 13G/A filed by SCP & CO Healthcare Acquisition Company (Amendment)

SEC Form SC 13G/A filed by SCP & CO Healthcare Acquisition Company (Amendment)

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SC 13G/A 1 d309838dsc13ga.htm SC 13G/A SC 13G/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)

SCP & CO Healthcare Acquisition Company

(Name of Issuer)

Common Stock

(Title of Class of Securities)

784065104

(CUSIP Number)

December 31, 2021

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 784065104				Page 2 of 25 Pages

*SEE INSTRUCTIONS BEFORE FILLING OUT.


CUSIP No. 784065104				Page 3 of 25 Pages

*SEE INSTRUCTIONS BEFORE FILLING OUT.


CUSIP No. 784065104				Page 4 of 25 Pages

*SEE INSTRUCTIONS BEFORE FILLING OUT.


CUSIP No. 784065104				Page 5 of 25 Pages

*SEE INSTRUCTIONS BEFORE FILLING OUT.


CUSIP No. 784065104				Page 6 of 25 Pages

*SEE INSTRUCTIONS BEFORE FILLING OUT.


CUSIP No. 784065104				Page 7 of 25 Pages

*SEE INSTRUCTIONS BEFORE FILLING OUT.


CUSIP No. 784065104				Page 8 of 25 Pages

*SEE INSTRUCTIONS BEFORE FILLING OUT.


CUSIP No. 784065104				Page 9 of 25 Pages

*SEE INSTRUCTIONS BEFORE FILLING OUT.


CUSIP No. 784065104				Page 10 of 25 Pages

*SEE INSTRUCTIONS BEFORE FILLING OUT.


CUSIP No. 784065104				Page 11 of 25 Pages

*SEE INSTRUCTIONS BEFORE FILLING OUT.


CUSIP No. 784065104				Page 12 of 25 Pages

*SEE INSTRUCTIONS BEFORE FILLING OUT.

Item 1

(a) Name of Issuer:

SCP & CO Healthcare Acquisition Company (the “Company”)

(b)

Address of Issuer’s Principal Executive Offices:

2909 West Bay to Bay Blvd Suite 300

Tampa, FL 33629

United States

Item 2

(a) – (c) This statement is filed on behalf of the following:

(1) Atlas Diversified Master Fund, Ltd. is a Cayman corporation (“ADMF”), with its principal business office at c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, George Town, Grand Cayman KY1-1104, Cayman Islands, British West Indies.

(2) Atlas Master Fund, Ltd. is a Cayman corporation (“AMF”), with its principal business office at c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, George Town, Grand Cayman KY1-1104, Cayman Islands, British West Indies.

(3) Atlas Global, LLC is a Delaware limited liability company (“AG”), with its principal business office at 444 West Lake Street, 50^th Floor, Chicago, IL 60606. AG owns 3.87% of the equity interests in AMF.

(4) Atlas Global Investments, Ltd. is a Cayman corporation (“AGI”), with its principal business office at c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, George Town, Grand Cayman KY1-1104, Cayman Islands, British West Indies. AGI owns 96.07% of the equity interests in AMF.

(5) Atlas Enhanced Master Fund, Ltd. is a Cayman corporation (“AEMF”), with its principal business office at c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, George Town, Grand Cayman KY1-1104, Cayman Islands, British West Indies.

(6) Atlas Enhanced Fund, L.P. is a Delaware limited partnership (“AEF LP”), with its principal business office at 444 West Lake Street, 50^th Floor, Chicago, IL 60606. AEF LP owns 31.61% of the equity interests in AEMF.

(7) Atlas Enhanced Fund, Ltd. is a Cayman corporation (“AEF LTD”), with its principal business office at c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, George Town, Grand Cayman KY1-1104, Cayman Islands, British West Indies. AEF LTD owns 56.06% of the equity interests in AEMF.

Page 13 of 25 Pages

(8) Atlas Portable Alpha, LP is a Delaware limited partnership (“APA LP”), with its principal business office at 444 West Lake Street, 50^th Floor, Chicago, IL 60606. APA LP owns 4.26% of the equity interests in AEMF.

(9) Atlas Institutional Equity Fund, LP is a Delaware limited partnership (“AIEF LP”), with its principal business office at 444 West Lake Street, 50^th Floor, Chicago, IL 60606. AIEF LP owns 5.95% of the equity interests in AEMF.

(10) Balyasny Asset Management L.P. is a Delaware limited partnership (“BAM”), with its principal business office at 444 West Lake Street, 50^th Floor, Chicago, IL 60606. BAM is the investment manager to each of ADMF, AMF, AG, AGI, AEMF, AEF LP, AEF LTD, APA LP and AIEF LP.

(11)Dmitry Balyasny, a United States citizen whose business address is 444 West Lake Street, 50^th Floor, Chicago, IL 60606. Dmitry Balyasny indirectly controls 100% of the general partner of BAM.

(d)

Title of Class of Securities:

Common Stock

(e)

CUSIP Number: 784065104

Item 3

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

Not Applicable

Item 4

Ownership:

ADMF

(a)

Amount Beneficially Owned:

1,732,500

(b)

Percent of Class:

7.53%

Page 14 of 25 Pages

(c)

Number of Shares as to which person has:

(i)

Sole power to vote or to direct vote:

1,732,500

(ii)

Shared power to vote or to direct vote:

None

(iii)

Sole power to dispose or direct disposition of:

1,732,500

(iv)

Shared power to dispose or to direct disposition of:

None

AMF

(a)

Amount Beneficially Owned:

By virtue of its ownership of 8.65% of the equity interest in ADMF, AMF may be deemed to beneficially own the 124,019 Shares of the Company’s Common Stock beneficially owned by ADMF.

(b)

Percent of Class:

0.54%

(c)

Number of Shares as to which person has:

(ii)

Sole power to vote or to direct vote:

124,019

(ii)

Shared power to vote or to direct vote:

None

(iii)

Sole power to dispose or direct disposition of:

124,019

Page 15 of 25 Pages

(iv)

Shared power to dispose or to direct disposition of:

None

(a)

Amount Beneficially Owned:

By virtue of its ownership of 3.87% of the equity interest in AMF, AG may be deemed to beneficially own the 124,019 Shares of the Company’s Common Stock beneficially owned by ADMF.

(b)

Percent of Class:

0.54%

(c)

Number of Shares as to which person has:

(i)

Sole power to vote or to direct vote:

124,019

(ii)

Shared power to vote or to direct vote:

None

(iii)

Sole power to dispose or direct disposition of:

124,019

(iv)

Shared power to dispose or to direct disposition of:

None

AGI

(a)

Amount Beneficially Owned:

By virtue of its ownership of 96.07% of the equity interest in AMF, AGI may be deemed to beneficially own the 124,019 Shares of the Company’s Common Stock beneficially owned by ADMF.

Page 16 of 25 Pages

(b)

Percent of Class:

0.54%

(c)

Number of Shares as to which person has:

(i)

Sole power to vote or to direct vote:

124,019

(ii)

Shared power to vote or to direct vote:

None

(ii)

Sole power to dispose or direct disposition of:

124,019

(iv)

Shared power to dispose or to direct disposition of:

None

AEMF

(a)

Amount Beneficially Owned:

By virtue of its ownership of 91.35% of the equity interest in ADMF, AEMF may be deemed to beneficially own the 1,608,481 Shares of the Company’s Common Stock beneficially owned by ADMF.

(b)

Percent of Class:

6.99%

(c)

Number of Shares as to which person has:

(i)

Sole power to vote or to direct vote:

1,608,481

(ii)

Shared power to vote or to direct vote:

None

(iii)

Sole power to dispose or direct disposition of:

1,608,481

Page 17 of 25 Pages

(iv)

Shared power to dispose or to direct disposition of:

None

AEF LP

(a)

Amount Beneficially Owned:

By virtue of its ownership of 31.61% of the equity interest in AEMF, AEF LP may be deemed to beneficially own the 1,608,481 Shares of the Company’s Common Stock beneficially owned by ADMF.

(b)

Percent of Class:

6.99%

(c)

Number of Shares as to which person has:

(i)

Sole power to vote or to direct vote:

1,608,481

(ii)

Shared power to vote or to direct vote:

None

(iii)

Sole power to dispose or direct disposition of:

1,608,481

(iv)

Shared power to dispose or to direct disposition of:

None

Page 18 of 25 Pages

AEF LTD

(a)

Amount Beneficially Owned:

By virtue of its ownership of 56.06% of the equity interest in AEMF, AEF LTD may be deemed to beneficially own the 1,608,481 Shares of the Company’s Common Stock beneficially owned by ADMF.

(b)

Percent of Class:

6.99%

(c)

Number of Shares as to which person has:

(i)

Sole power to vote or to direct vote:

1,608,481

(ii)

Shared power to vote or to direct vote:

None

(iii)

Sole power to dispose or direct disposition of:

1,608,481

(iv)

Shared power to dispose or to direct disposition of:

None

APA LP

(a)

Amount Beneficially Owned:

By virtue of its ownership of 4.26% of the equity interest in AEMF, APA LP may be deemed to beneficially own the 1,608,481 Shares of the Company’s Common Stock beneficially owned by ADMF.

(b)

Percent of Class:

6.99%

Page 19 of 25 Pages

(c)

Number of Shares as to which person has:

(i)

Sole power to vote or to direct vote:

1,608,481

(ii)

Shared power to vote or to direct vote:

None

(iii)

Sole power to dispose or direct disposition of:

1,608,481

(iv)

Shared power to dispose or to direct disposition of:

None

AIEF LP

(a)

Amount Beneficially Owned:

By virtue of its ownership of 5.95% of the equity interest in AEMF, AIEF LP may be deemed to beneficially own the 1,608,481 Shares of the Company’s Common Stock beneficially owned by ADMF.

(b)

Percent of Class:

6.99%

(c)

Number of Shares as to which person has:

(i)

Sole power to vote or to direct vote:

1,608,481

(ii)

Shared power to vote or to direct vote:

None

(iii)

Sole power to dispose or direct disposition of:

1,608,481

Page 20 of 25 Pages

(iv)

Shared power to dispose or to direct disposition of:

None

BAM

(a)

Amount Beneficially Owned:

By virtue of its position as investment manager to each of ADMF, AMF, AG, AGI, AEMF, AEF LP, AEF LTD, APA LP and AIEF LP, BAM may be deemed to beneficially own the 1,732,500 Shares of the Company’s Common Stock beneficially owned by AMF, AG, AGI, AEMF, AEF LP, AEF LTD, APA LP and AIEF LP.

(b)

Percent of Class:

7.53%

(c)

Number of Shares as to which person has:

(i)

Sole power to vote or to direct vote:

1,732,500

(ii)

Shared power to vote or to direct vote:

None

(iii)

Sole power to dispose or direct disposition of:

1,732,500

(iv)

Shared power to dispose or to direct disposition of:

None

Dmitry Balyasny

(a)

Amount Beneficially Owned:

By virtue of his position as the sole control person for BAM, Mr. Balyasny may be deemed to beneficially own the 1,732,500 Shares of the Company’s Common Stock beneficially owned by BAM.

Page 21 of 25 Pages

(b)

Percent of Class:

7.53%

(c)

Number of Shares as to which person has:

(i)

Sole power to vote or to direct vote:

1,732,500

(ii)

Shared power to vote or to direct vote:

None

(iii)

Sole power to dispose or direct disposition of:

1,732,500

(iv)

Shared power to dispose or to direct disposition of:

None

Item 5

Ownership of Five Percent or Less of a Class:

Applicable

Item 6

Ownership of More than Five Percent on Behalf of Another Person:

Not Applicable

Item 7

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:

Not Applicable

Item 8

Identification and Classification of Members of the Group:

Not Applicable

Item 9

Notice of Dissolution of Group:

Not Applicable

Page 22 of 25 Pages

Item 10

Certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Page 23 of 25 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 14, 2022


ATLAS DIVERSIFIED MASTER FUND, LTD.		ATLAS MASTER FUND, LTD.

By:	/s/ Scott Schroeder	By:	/s/ Scott Schroeder
	Scott Schroeder		Scott Schroeder
	Authorized Signatory		Authorized Signatory

ATLAS GLOBAL, LLC		ATLAS GLOBAL INVESTMENTS, LTD.

By:	/s/ Scott Schroeder	By:	/s/ Scott Schroeder
	Scott Schroeder		Scott Schroeder
	Authorized Signatory		Authorized Signatory

ATLAS ENHANCED MASTER FUND, LTD.		ATLAS ENHANCED FUND, L.P.

By:	/s/ Scott Schroeder	By:	/s/ Scott Schroeder
	Scott Schroeder		Scott Schroeder
	Authorized Signatory		Authorized Representative

ATLAS PORTABLE ALPHA, LP		ATLAS INSTITUTIONAL EQUITY FUND, LP

By:	/s/ Scott Schroeder	By:	/s/ Scott Schroeder
	Scott Schroeder		Scott Schroeder
	Authorized Signatory		Authorized Signatory

Page 24 of 25 Pages



BALYASNY ASSET MANAGEMENT L.P.		DMITRY BALYASNY

By:	/s/ Scott Schroeder	By:	/s/ Scott Schroed
	Scott Schroeder		Scott Schroeder
	Authorized Signatory		Authorized Representative

Page 25 of 25 Pages

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NAMES OF REPORTING PERSONS

  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)

  Atlas Diversified Master Fund, Ltd.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ☐ (b) ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman