UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. _ )^*

Healthcare Capital Corp.

(Name of Issuer)

Class A Common Stock, par value $.0001 per share

(Title of Class of Securities)

42228C101

(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:

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. 42228C101

CUSIP No. 42228C101

Healthcare Capital Corp. (the “Issuer”).

301 North Market Street, Suite 1414, Wilmington, DE 19801.

Healthcare Capital Sponsor LLC (the “Sponsor”) and Dr. David M. Milch (collectively, the “Reporting Persons”).

C/o Healthcare Capital Corp., 301 North Market Street, Suite 1414, Wilmington, DE 19801.

The Sponsor is a Delaware limited liability company. Dr. Milch is a citizen of the United States of America.

Class A common stock, $0.0001 par value per share (“Class A common stock”).

The Class A common stock constitutes the class of common stock of the Issuer registered pursuant to the Securities Exchange Act of 1934, as amended. The Reporting Persons own shares of the Issuer’s Class B common stock, $0.0001 par value per share (“Class B common stock”). The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Issuer’s initial business combination (the “Business Combination”) on a one-for-one basis, subject to certain adjustments. In the event that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Issuer’s initial public offering (the “IPO”) and related to the closing of the Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the issued and outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock issued and outstanding upon completion of the IPO plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Business Combination and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Issuer).

42228C101.

The responses to Items 5-11 of the each of the cover pages of this Statement on Schedule 13G are incorporated herein by reference.

The Reporting Persons may be deemed to beneficially own 6,875,000 shares of Class B common stock, representing 20.0% of the Issuer’s total number of shares of common stock issued and outstanding. The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Business Combination on a one-for-one basis, subject to certain adjustments, as more fully described under the heading “Description of Securities – Founder Shares” in the Issuer’s registration statement on Form S-1, as amended (File Nos. 333-251527 and 333-252). The percentage of shares of common stock held by the Reporting Persons is based on 27,500,000 shares of Class A common stock and 6,875,000 shares of Class B common stock issued and outstanding as of the date of this filing.

The Sponsor is the record holder of the shares of common stock reported herein. David M. Milch is the manager of the Sponsor, and as such has voting and investment discretion with respect to the common stock held of record by the Sponsor and may be deemed to have beneficial ownership of the common stock held directly by the Sponsor. Dr. Milch disclaims any beneficial ownership of the reported shares of common stock other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

Not Applicable.

Not Applicable.

Not Applicable.

Not Applicable.

Not Applicable.

Not Applicable.

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

EXHIBIT 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the shares of Class A common stock, $0.0001 par value per share, of Healthcare Capital Corp., and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of February 14, 2022.