HIIIU / Hudson Executive Investment Corp III - Units (1 Ord Share Class A & 1/5 War) - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Hudson Executive Investment Corp III / Beryl Capital Management LLC Passive Investment

SC 13G/A 1 hiii13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Hudson Executive Investment Corp. III (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 44376L107 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40100 HUDSON EXECUTIVE INVESTMENT CORP. III (Exact name of registrant as

Hudson Executive Investment Corp III / Beryl Capital Management LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Hudson Executive Investment Corp. III (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 44376L107 (CUSIP Number) December 1, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to de

Hudson Executive Investment Corp. III Announces Liquidation

Exhibit 99.1 Hudson Executive Investment Corp. III Announces Liquidation NEW YORK, November 29, 2022 (GLOBE NEWSWIRE) ? Hudson Executive Investment Corp. III (Nasdaq: HIII) (?HIII? or the ?Company?) announced today that the Company?s board of directors has determined to dissolve and liquidate HIII in accordance with its governing documents because it will not consummate an initial business combina

Financial Statements and Exhibits, Other Events

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): November 30, 2022 (November 29, 2022) HUDSON EXECUTIVE INVESTMENT CORP. III (Exact name of registrant as specified in its charter) Delaware 001-40100 85-2617306 (State or other jurisd

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2022 ☐ TRANSITION REPORT PURSUA

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40100

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40100 HUDS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT T

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40100 HUD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ TRANSITION REPORT UND

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COMMISSION FILE NUMBER: 001-40100 HU

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): March 2, 2022 HUDSON EXECUTIVE INVESTMENT CORP. III (Exact name of registrant as specified in its charter) Delaware 001-40100 85-2617306 (State or other Jurisdiction of Incorporation)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-401

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2021 ☐ TRANSITIO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file nu

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

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): February 8, 2022 HUDSON EXECUTIVE INVESTMENT CORP. III (Exact name of registrant as specified in its charter) Delaware 001-40100 85-2617306 (State or other Jurisdiction of Incorporati

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number:001-40100

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): September 20, 2021 HUDSON EXECUTIVE INVESTMENT CORP. III (Exact name of registrant as specified in its charter) Delaware 001-40100 85-2617306 (State or other Jurisdiction of Incorpora

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2021 ☐ Trans

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2021 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40100 HUDS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

10-Q 1 d113005d10q.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2021 ☐ Tran

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2021 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Perio

Financial Statements and Exhibits, Other Events

8-K 1 d133812d8k.htm 8-K 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 14, 2021 HUDSON EXECUTIVE INVESTMENT CORP. III (Exact name of registrant as specified in its charter) Delaware 001-40100 85-2617306 (State or other juri

Hudson Executive Investment Corp. III Announces Separate Trading of its Class A Common Stock and Warrants Commencing on or about April 16, 2021

Exhibit 99.1 Hudson Executive Investment Corp. III Announces Separate Trading of its Class A Common Stock and Warrants Commencing on or about April 16, 2021 NEW YORK, April 14, 2021 ? Hudson Executive Investment Corp. III (the ?Company?) announced today that holders of the units sold in the Company?s initial public offering of 60,000,000 units completed on February 26, 2021 may elect to separately

Financial Statements and Exhibits, Other Events

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): March 4, 2021 (February 26, 2021) HUDSON EXECUTIVE INVESTMENT CORP. III (Exact name of registrant as specified in its charter) Delaware 001-40100 85-2617306 (State or other jurisdicti

HUDSON EXECUTIVE INVESTMENT CORP. III INDEX TO FINANCIAL STATEMENT PAGE Audited Financial Statement of Hudson Executive Investment Corp. III: Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of February 26, 2021 F-3 Notes

Exhibit 99.1 HUDSON EXECUTIVE INVESTMENT CORP. III INDEX TO FINANCIAL STATEMENT PAGE Audited Financial Statement of Hudson Executive Investment Corp. III: Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of February 26, 2021 F-3 Notes to Financial Statement F-4 Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors of Hudson E

Administrative Services Agreement, dated February 26, 2021, by and between the Company and HEC Sponsor III LLC (incorporated by reference to Exhibit 10.5 filed with the Company’s current report on Form 8-K filed by the registrant on March 1, 2021).

Exhibit 10.5 HUDSON EXECUTIVE INVESTMENT CORP. III 570 Lexington Avenue, 35th Floor New York, NY 10022 February 26, 2021 Hudson Executive Capital LP 570 Lexington Avenue, 35th Floor New York, NY 10022 HEC Sponsor II LLC 570 Lexington Avenue, 35th Floor New York, NY 10022 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement (this ?Agreement?) by and among Hudson Executi

Registration Rights Agreement, dated February 26, 2021, by and among the Company, HEC Sponsor III LLC and the other holders party thereto (incorporated by reference to Exhibit 10.3 filed with the Company’s current report on Form 8-K filed by the registrant on March 1, 2021).

EX-10.3 7 d97895dex103.htm EX-10.3 Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 26, 2021, is made and entered into by and among Hudson Executive Investment Corp. III, a Delaware corporation (the “Company”), HEC Sponsor III LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed on the sig

Underwriting Agreement, dated February 3, 2021, by and among the Company and Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Barclays Capital Inc., as representatives of the several underwriters (incorporated by reference to Exhibit 1.1 filed with the Company’s current report on Form 8-K filed by the registrant on March 1, 2021).

Exhibit 1.1 Hudson Executive Investment Corp. III 52,500,000 Units1 UNDERWRITING AGREEMENT New York, New York February 23, 2021 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 As Representatives of the several underwriters listed in Sc

Private Placement Warrants Purchase Agreement, dated February 23, 2021, by and among the Company and HEC Sponsor III LLC (incorporated by reference to Exhibit 10.4 filed with the Company’s current report on Form 8-K filed by the registrant on March 1, 2021).

Exhibit 10.4 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of February 23, 2021 (as it may from time to time be amended and including all exhibits referenced herein, this ?Agreement?), is entered into by and among Hudson Executive Investment Corp. III, a Delaware corporation (the ?Company?), and HEC Sponsor III LLC, a Delaware limited li

Letter Agreement, dated February 23, 2021, by and among the Company, its executive officers, its directors and HEC Sponsor III LLC (incorporated by reference to Exhibit 10.1 filed with the Company’s current report on Form 8-K filed by the registrant on March 1, 2021).

Exhibit 10.1 February 23, 2021 Hudson Executive Investment Corp. III 570 Lexington Avenue, 35th Floor New York, NY 10022 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and among Hudson Executive Investment Corp. III, a Delaware corporation

Hudson Executive Investment Corp. III Announces Closing of $600 Million Initial Public Offering

Exhibit 99.1 Hudson Executive Investment Corp. III Announces Closing of $600 Million Initial Public Offering NEW YORK, February 26, 2021 ? Hudson Executive Investment Corp. III (the ?Company?) announced today that it closed its initial public offering of 60,000,000 units at a price of $10.00 per unit, including 7,500,000 units issued pursuant to the exercise by the underwriters of their over-allot

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

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): March 1, 2021 (February 23, 2021) HUDSON EXECUTIVE INVESTMENT CORP. III (Exact name of registrant as specified in its charter) Delaware 001-40100 85-2617306 (State or other jurisdicti

Warrant Agreement, dated February 26, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 filed with the Company’s current report on Form 8-K filed by the registrant on March 1, 2021).

EX-4.1 4 d97895dex41.htm EX-4.1 Exhibit 4.1 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 26, 2021, is by and between Hudson Executive Investment Corp. III, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as the “Tr

Forward Purchase Agreement, dated February 26, 2021, by and between the Company and HEC Master Fund LP (incorporated by reference to Exhibit 10.6 filed with the Company’s current report on Form 8-K filed by the registrant on March 1, 2021).

Exhibit 10.6 FORWARD PURCHASE AGREEMENT This Forward Purchase Agreement (this ?Agreement?) is entered into as of February 26, 2021, by and between Hudson Executive Investment Corp. III, a Delaware corporation (the ?Company?), and HEC Master Fund LP, a Delaware limited partnership (the ?Purchaser?). Recitals WHEREAS, the Company was incorporated for the purpose of effecting a merger, capital stock

Investment Management Trust Agreement, dated February 26, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as trustee (incorporated by reference to Exhibit 10.2 filed with the Company’s current report on Form 8-K filed by the registrant on March 1, 2021).

EX-10.2 6 d97895dex102.htm EX-10.2 Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 26, 2021 by and between Hudson Executive Investment Corp. III, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s regis

Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 filed with the Company’s current report on Form 8-K filed by the registrant on March 1, 2021).

EX-3.1 3 d97895dex31.htm EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF HUDSON EXECUTIVE INVESTMENT CORP. III February 25, 2021 Hudson Executive Investment Corp. III, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Hudson Executive Investment Corp. III.” The

HUDSON EXECUTIVE INVESTMENT CORP. III 52,500,000 Units

Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-252744 PROSPECTUS HUDSON EXECUTIVE INVESTMENT CORP. III $525,000,000 52,500,000 Units Hudson Executive Investment Corp. III 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

- S-1MEF

S-1MEF 1 d117895ds1mef.htm S-1MEF As filed with the U.S. Securities and Exchange Commission on February 23, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HUDSON EXECUTIVE INVESTMENT CORP. III (Exact name of registrant as specified in its charter) Delaware 6770 85-2617306 (State or

- 8-A12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Hudson Executive Investment Corp. III (Exact name of registrant as specified in its charter) Delaware 85-2617306 (State of incorporation or organization) (I.R.S. Employer Identification No.) 570

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CORRESP 1 filename1.htm February 22, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Hudson Executive Investment Corp. III (the “Issuer”) Registration Statement on Form S-1 Filed February 4, 2021, as amended File No. 333-252744 Dear Sir or Madam: Pursuant to Rule 461 of the General Rules and Regulations u

-

Hudson Executive Investment Corp. III 570 Lexington Avenue, 35th Floor New York, NY 10022 February 22, 2021 Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Stacie Gorman RE : Hudson Executive Investment Corp. III Registration Statement on Form S-1 (File No. 333-252744) Dear Staff of the Division of Corporation Finance: Re

- S-1/A

Table of Contents As filed with the U.S. Securities and Exchange Commission on February 18, 2021. Registration No. 333-252744 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HUDSON EXECUTIVE INVESTMENT CORP. III (Exact name of registrant as specified in its charter) Delaware 6770 85-2617306

Consent of Roni Frank.**

Exhibit 99.6 Consent to be Named as a Director Nominee In connection with the filing by Hudson Executive Investment Corp. III of the Amendment No. 1 to the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the

Form of Forward Purchase Agreement.

EX-10.9 Exhibit 10.9 FORWARD PURCHASE AGREEMENT This Forward Purchase Agreement (this “Agreement”) is entered into as of , by and between Hudson Executive Investment Corp. III, a Delaware corporation (the “Company”), and HEC Master Fund LP, a Delaware limited partnership (the “Purchaser”). Recitals WHEREAS, the Company was incorporated for the purpose of effecting a merger, capital stock exchange,

Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 filed with the Company’s registration statement on Form S-1 filed by the registrant on February 4, 2021).

EX-4.3 Exhibit 4.3 Form of Warrant Certificate [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW HUDSON EXECUTIVE INVESTMENT CORP. III Incorporated Under the Laws of the State of Delaware CUSIP Warrant Certificate This Warrant Certificate certifies that, or registered assigns, is t

Form of Underwriting Agreement.

EX-1.1 Exhibit 1.1 Hudson Executive Investment Corp. III 50,000,000 Units1 UNDERWRITING AGREEMENT New York, New York , 2021 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 As Representatives of the several underwriters listed in Schedu

Form of Indemnity Agreement (incorporated by reference to Exhibit 10.5 filed with the Company’s registration statement on Form S-1 filed by the registrant on February 4, 2021)

EX-10.5 Exhibit 10.5 INDEMNITY AGREEMENT This INDEMNITY AGREEMENT (this “Agreement”) is made as of , by and between Hudson Executive Investment Corp. III, a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with ade

Form of Registration Rights Agreement among the Registrant, HEC Sponsor III LLC and the Holders signatory thereto.

EX-10.3 Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , is made and entered into by and among Hudson Executive Investment Corp. III, a Delaware corporation (the “Company”), HEC Sponsor III LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed on the signature page hereto under “Holders” (each suc

Registration Statement - S-1

S-1 Table of Contents As filed with the U.S. Securities and Exchange Commission on February 4, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HUDSON EXECUTIVE INVESTMENT CORP. III (Exact name of registrant as specified in its charter) Delaware 6770 85-2617306 (State or other jurisd

Amended and Restated Promissory Note, dated December 22, 2020, issued to HEC Sponsor III (incorporated by reference to Exhibit 10.6 filed with the Company’s registration statement on Form S-1 filed by the registrant on February 4, 2021).

EX-10.6 Exhibit 10.6 THIS AMENDED AND RESTATED PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.

EX-10.2 Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of by and between Hudson Executive Investment Corp. III, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, File No. 333-

Consent of Ashley Dombkowski.

EX-99.4 Exhibit 99.4 Consent to be Named as a Director Nominee In connection with the filing by Hudson Executive Investment Corp. III of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of direc

Certificate of Incorporation.

EX-3.1 Exhibit 3.1 CERTIFICATE OF INCORPORATION OF HUDSON EXECUTIVE INVESTMENT CORP. II August 18, 2020 The undersigned, for the purposes of forming a corporation under the laws of the State of Delaware, does make, file, and record this Certificate of Incorporation (this “Certificate”), and does hereby certify as follows: ARTICLE I NAME The name of the corporation is Hudson Executive Investment Co

Amended and Restated Subscription Agreement, dated December 22, 2020, between HEC Sponsor III LLC and the Company (incorporated by reference to Exhibit 10.7 filed with the Company’s registration statement on Form S-1 filed by the registrant on February 4, 2021).

EX-10.7 Exhibit 10.7 Hudson Executive Investment Corp. III 570 Lexington Avenue, 35th Floor New York, NY 10022 December 22, 2020 HEC Sponsor III LLC 570 Lexington Avenue, 35th Floor New York, NY 10022 RE: Amended and Restated Securities Subscription Agreement Ladies and Gentlemen: This Amended and Restated Subscription Agreement (this “Agreement”) made as of the date hereof for the benefit of Huds

Form of Private Placement Warrants Purchase Agreement among the Registrant and HEC Sponsor III LLC.

EX-10.4 15 d45757dex104.htm EX-10.4 Exhibit 10.4 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among Hudson Executive Investment Corp. III, a Delaware corporation (the “Company”), and HEC Sponsor III LLC, a D

Bylaws (incorporated by reference to Exhibit 3.4 filed with the Company’s registration statement on Form S-1 filed by the registrant on February 4, 2021).

EX-3.4 Exhibit 3.4 BYLAWS OF HUDSON EXECUTIVE INVESTMENT CORP. III (formerly HUDSON EXECUTIVE INVESTMENT CORP. II) (THE “CORPORATION”) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation o

Form of Audit Committee Charter.

EX-99.1 Exhibit 99.1 HUDSON EXECUTIVE INVESTMENT CORP. III AUDIT COMMITTEE CHARTER Effective [ ] I. PURPOSES The Audit Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of Hudson Executive Investment Corp. III (the “Company”) to assist the Board in its oversight of the accounting and financial reporting processes of the Company and the Company’s compliance with legal

Form of Amended and Restated Certificate of Incorporation.

EX-3.3 Exhibit 3.3 FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF HUDSON EXECUTIVE INVESTMENT CORP. III [], 2021 Hudson Executive Investment Corp. III, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Hudson Executive Investment Corp. III.” The original certificate of i

Specimen Class A Common Stock Certificate (incorporated by reference to Exhibit 4.2 filed with the Company’s registration statement on Form S-1 filed by the registrant on February 4, 2021).

EX-4.2 Exhibit 4.2 NUMBER SHARES C- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP HUDSON EXECUTIVE INVESTMENT CORP. III CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of fully paid and non-assessable shares of Class A common stock, par value $0.0001 per share (the “Common Stock”), of Hudson Executive Investment Corp. III, a Delaware corporation (the “Company”), transferable on the books of the

Form of Compensation Committee Charter.

EX-99.2 Exhibit 99.2 HUDSON EXECUTIVE INVESTMENT CORP. III COMPENSATION COMMITTEE CHARTER Effective [ ] I. PURPOSES The Compensation Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of Hudson Executive Investment Corp. III (the “Company”) to: (A) assist the Board in overseeing the Company’s employee compensation policies and practices, including (i) determining and

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.

EX-4.4 Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of , is by and between Hudson Executive Investment Corp. III, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as the “Transfer Agent”). WHEREAS, the Company is en

Amendment to Certificate of Incorporation.

EX-3.2 Exhibit 3.2 CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION OF HUDSON EXECUTIVE INVESTMENT CORP. II Hudson Executive Investment Corp. II, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), through its duly authorized officers and by authority of its Board of Directors, does hereby certify: FIRST:

Form of Administrative Services Agreement between the Registrant, Hudson Executive Capital and HEC Sponsor III LLC.

EX-10.8 Exhibit 10.8 HUDSON EXECUTIVE INVESTMENT CORP. III 570 Lexington Avenue, 35th Floor New York, NY 10022 [] Hudson Executive Capital LP 570 Lexington Avenue, 35th Floor New York, NY 10022 HEC Sponsor II LLC 570 Lexington Avenue, 35th Floor New York, NY 10022 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement (this “Agreement”) by and among Hudson Executive Inve

Form of Letter Agreement among the Registrant, HEC Sponsor III LLC and each of the executive officers and directors of the Registrant.

EX-10.1 Exhibit 10.1 [ ] Hudson Executive Investment Corp. III 570 Lexington Avenue, 35th Floor New York, NY 10022 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Hudson Executive Investment Corp. III, a Delaware corporation (the “

Consent of Barry L. Zubrow.

EX-99.3 Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by Hudson Executive Investment Corp. III of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of direc

Consent of Douglas Renert.

EX-99.5 Exhibit 99.5 Consent to be Named as a Director Nominee In connection with the filing by Hudson Executive Investment Corp. III of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of direc

Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 filed with the Company’s registration statement on Form S-1 filed by the registrant on February 4, 2021).

EX-4.1 Exhibit 4.1 UNITS NUMBER U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP HUDSON EXECUTIVE INVESTMENT CORP. III UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-FIFTH OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one share of Class A common st

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DRS Table of Contents As confidentially submitted to the U.S. Securities and Exchange Commission on September 8, 2020. This draft registration statement has not been filed, publicly or otherwise, with the U.S Securities and Exchange Commission and all information contained herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.

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55 Hudson Yards | New York, NY 10001-2163 T: 212.530.5000 milbank.com September 8, 2020 CONFIDENTIAL SUBMISSION VIA EDGAR Draft Registration Statement U.S. Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Re: Hudson Executive Investment Corp. II Registration Statement on Form S-1 Ladies and Gentlemen: On behalf of our client, Hudson Exec