UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of ~~the Securities~~Report ~~Exchange~~(Date ~~Act~~ of ~~1934~~earliest event reported): March 30, 2022

Date of Report (Date of earliest event reported): February 16, 2022

HEALTH ASSURANCE ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Delaware	001-39702	~~001~~85-~~39702~~2899745		~~85-2899745~~
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(~~Commission~~I.R.S. ~~File~~Employer Identification Number)		~~(I.R.S. Employer Identification No.)~~

20 University Road Cambridge, Massachusetts 02138 (Address of principal executive offices, including zip code) (617) 234-7000 (Registrant’s telephone number, including area code) Not Applicable (Former name or former address, if changed since last report)

20 University Road

Cambridge, Massachusetts

02138

(Address of principal executive offices)

(Zip Code)

(617) 234-7000
Registrant’s telephone number, including area code

Not Applicable

(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 ofto the ~~Registrant~~registrant under any of the following provisions:

¨ 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))

¨ 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
SAILSM(Stakeholder Aligned Initial Listing) securities, each consisting of one share of Class A Common Stock, $0.0001 par value, and one-fourth of one redeemable warrant	HAACU	The Nasdaq Stock Market LLC
SAILSM (Stakeholder Aligned Initial Listing) securities, each consisting of one share of Class A Common Stock, $0.0001 par value, and one-fourth of one redeemable warrant	HAACU	The NASDAQ Stock Market LLC
Class A Common Stock included as part of the SAILSM securities	HAAC	The ~~Nasdaq~~NASDAQ Stock Market LLC
Warrants included as part of the SAILSM securities, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50	HAACW	The ~~Nasdaq~~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 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company x

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 45.02. ~~Non-Reliance~~Departure onof ~~Previously~~Directors ~~Issued~~or ~~Financial~~Certain ~~Statements~~Officers; orElection aof ~~Related~~Directors; ~~Audit~~Appointment ~~Report~~of orCertain ~~Completed~~Officers; ~~Interim~~Compensatory ~~Review~~Arrangements of Certain Officers.

On ~~February~~March 1630, 2022, ~~the~~Ms. Michelle ~~audit~~Brown ~~committee~~informed ~~of the board of directors (the “Audit Committee”) of~~ Health Assurance Acquisition Corp. (the “Company”)~~, after~~ ~~discussion~~that ~~with~~she ~~the~~would ~~Company’s~~be ~~management,~~resigning ~~concluded~~from ~~that~~her ~~the~~position as ~~previously~~Chief ~~issued~~Financial ~~interim~~Officer ~~financial~~of ~~statements~~the ~~contained~~Company. inMs. Brown ~~the Company’s~~has ~~Quarterly~~also ~~Report~~resigned onfrom ~~Form 10-Q~~General ~~for~~Catalyst ~~the~~Partners, ~~quarterly~~LLC, ~~period~~an ~~ended~~affiliate ~~September 30,~~of ~~2021~~HAAC Sponsor, ~~as amended~~LLC, ~~should~~the noCompany’s ~~longer be~~sponsor ~~relied~~(the ~~upon~~“Sponsor”), ~~because~~to ofpursue another ~~error~~opportunities. inMs. Brown’s ~~the~~resignation was ~~financial~~not ~~statements.~~related ~~Similarly,~~to ~~other~~any ~~communications~~disagreement ~~describing~~with the Company’s ~~financial statements~~on ~~and~~any ~~other~~matter ~~related~~relating ~~financial~~to ~~information~~the ~~covering~~Company’s ~~the~~accounting, ~~same~~strategy, ~~period~~leadership, ~~should~~operations, policies noor ~~longer~~practices be(financial ~~relied~~or ~~upon~~otherwise).

~~The~~On ~~error~~April ~~was~~5, ~~identified~~2022, by the Company’s ~~during~~board ~~its~~of ~~annual~~directors ~~review~~appointed ~~process~~Mr. Mark ~~and~~Allen ~~relates~~as to the ~~amount~~Company’s Chief Financial Officer, effective as of ~~legal~~March ~~costs~~30, ~~included~~2022. Mr. Allen, 44, has served in ~~the~~several ~~General~~senior ~~and~~roles ~~Administrative Expenses~~at ~~line~~General ~~item~~Catalyst since joining in 2013 and currently serves as the ~~Company’s~~Chief ~~Unaudited~~Financial ~~Condensed~~Officer. ~~Statement~~In ofthis ~~Operations~~role Mr. Allen Asis aresponsible ~~result~~for ofGeneral ~~the~~Catalyst’s ~~error~~financial accounting, ~~the~~reporting ~~amount~~and treasury offunctions. ~~legal costs~~Prior ~~recorded~~to asthat, ~~expenses~~Mr. Allen inserved ~~the~~as ~~third~~a ~~quarter~~Fund ~~actually~~Controller ~~represented~~of the ~~total~~Senior ~~amount~~Debt ofteam ~~deferred~~at ~~legal~~Audax ~~costs~~Group ~~(including~~from ~~those~~2006 to 2013, ~~recorded~~where inhe ~~previous~~was ~~quarters),~~responsible ~~thereby~~for ~~resulting~~all infinancial anand ~~overstatement~~operational growth of the ~~legal~~Senior ~~expenses,~~Debt ~~and~~business. ~~therefore,~~Mr. Allen ~~the~~holds ~~General~~an ~~and~~M.B.A. from Northeastern ~~Administrative~~University, ~~Expenses~~a ~~and~~B.S. ~~deferred~~in ~~legal~~Business ~~fees~~Administration onfrom the ~~balance~~University ~~sheet,~~of byVermont ~~approximately~~and ~~$2.8~~is ~~million~~a Certified Public Accountant.

~~The~~In ~~Company~~connection ~~intends~~with ~~to file a Form 10-Q/A restating~~ the ~~previously filed unaudited interim condensed financial statements for the quarter ended September 30,~~ ~~2021~~appointment asof ~~soon as practicable~~Mr. ~~The following table reflects the financial statement line items impacted~~ Allen, ~~together with~~ the ~~adjusted~~Company ~~amounts, that~~entered ~~will~~into ~~be included in~~ the ~~restated financial statements. For the avoidance of doubt, the~~ following ~~tables include only those line items impacted by the restatement~~agreements:

~~Impact~~· A Letter Agreement, dated as of ~~Restatement~~April 5, 2022 (the “Letter Agreement”), between the Company and Mr. Allen, pursuant to which he has agreed to (i) waive any redemption rights with respect to any shares of the Company’s Class B common stock, par value $0.0001 per share, issued to the Sponsor and Health Assurance Economy Foundation, a Delaware corporation (the “Foundation” and such shares, the “Alignment Shares”) and shares of the Company’s Class A common stock, par value $0.0001 per share, sold as part of the SAILSM securities in the Company’s initial public offering (“Public Shares”) he holds in connection with the completion of the Company’s initial business combination, (ii) waive any redemption rights with respect to any Alignment Shares and Public Shares he holds in connection with a stockholder vote to approve an amendment to the Company’s Second Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Company’s Public Shares if the Company has not consummated an initial business combination within 24 months from the closing of the initial public offering, which occurred on November 17, 2020 (or such later date as approved by holders of a majority of shares of the Company’s outstanding common stock that are voted at a meeting to extend such date, voting together as a single class) or with respect to any other material provisions relating to stockholders’ rights or pre-initial business combination activity and (iii) waive any rights to liquidating distributions from the trust account with respect to any Alignment Shares he holds if the Company fails to complete its initial business combination within 24 months from the closing of the initial public offering, or such later date as described in (ii) above (although he will be entitled to liquidating distributions from the trust account with respect to any Public Shares he holds if the Company fails to complete its initial business combination within the prescribed time frame); and

Unaudited Condensed Statement of Operations Data	As Previously Reported			Adjustment			As Restated
For the Three Months Ended September 30, 2021 (unaudited)
General and administrative expenses	$	3,115,251		$	(2,800,976	)	$	314,275
Loss from operations	$	(3,445,662	)	$	2,800,976		$	(644,686	)
Income before income tax expense	$	18,159,801		$	2,800,976		$	20,960,777
Net income	$	18,168,803		$	2,800,976		$	20,969,779
Weighted average shares outstanding- Class A common stock		52,500,000			-			52,500,000
Basic and diluted earnings per share - Class A common stock	$	0.33		$	0.05		$	0.38
Weighted average shares outstanding - Class B common stock		2,625,000			-			2,625,000
Basic and diluted earnings per share - Class B common stock	$	0.33		$	0.05		$	0.38
For the Nine Months Ended September 30, 2021 (unaudited)
General and administrative expenses	$	7,574,124		$	(2,800,976	)	$	4,773,148
Loss from operations	$	(8,536,315	)	$	2,800,976		$	(5,735,339	)
Income before income tax expense	$	40,503,750		$	2,800,976		$	43,304,726
Net income	$	40,488,831		$	2,800,976		$	43,289,807
Weighted average shares outstanding - Class A common stock		52,500,000			-			52,500,000
Basic and diluted earnings per share - Class A common stock	$	0.73		$	0.06		$	0.79
Weighted average shares outstanding - Class B common stock		2,625,000			-			2,625,000
Basic and diluted earnings per share - Class B common stock	$	0.73		$	0.06		$	0.79

An Indemnity Agreement, dated as of April 5, 2022 (the “Indemnity Agreement”), between the Company and Mr. Allen, providing Mr. Allen contractual indemnification in addition to the indemnification provided for in the Company’s Second Amended and Restated Certificate of Incorporation.

The ~~Company~~foregoing ~~does~~descriptions of the Letter Agreement and the Indemnity Agreement do not ~~expect~~purport to be complete and are qualified in their entireties by reference to ~~any~~the ofLetter Agreement and the ~~above~~Indemnity ~~changes~~Agreement, ~~will~~copies ~~have~~of ~~any~~which ~~impact~~are onattached ~~its~~as ~~cash~~Exhibits ~~position~~10.1 and ~~cash~~10.2, ~~held~~respectively, inand are incorporated herein by reference. The terms of these agreements are substantially the ~~trust~~same ~~account~~as ~~established~~the interms ~~connection~~signed ~~with~~by the Company’s directors and officers as of the closing of the initial public offering and as currently in effect.

~~The~~Item ~~Company’s~~9.01. ~~management has~~Financial ~~concluded~~Statements ~~that in light of the errors described above, a material weakness existed in the Company’s internal control over financial reporting for the quarter ended September 30, 2021~~ and ~~that the Company’s disclosure controls and procedures were not effective~~Exhibits. ~~The Company’s remediation plan with respect to such material weakness will be described in more detail in the Form 10-Q/A.~~

The Audit Committee has discussed the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with WithumSmith+Brown, P.C., the Company’s independent registered public accounting firm.

(d)	Exhibits.

10.1	Letter Agreement, dated as of April 5, 2022, between the Company and Mark Allen.
10.2	Indemnity Agreement, dated as of April 5, 2022, between the Company and Mark Allen.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

~~SIGNATURES~~SIGNATURE

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

Date: February 23, 2022	HEALTH ASSURANCE ACQUISITION CORP.
	By:	/s/ Hemant Taneja
	Name:	Hemant Taneja
	Title:	Chief Executive Officer (Principal Executive Officer and Principal Financial Officer)

Dated: April 5, 2022

2HEALTH ASSURANCE ACQUISITION CORP. By: /s/ Hemant Taneja Name: Hemant Taneja Title: Chief Executive Officer

Filing Compare · Health Assurance Acquisition Corp.