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

Date of Report (Date of earliest event reported): October 27, 2022

HEALTH ASSURANCE ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Delaware	~~001-39702~~	85001-~~2899745~~39702	85-2899745
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)
(State or other jurisdiction of incorporation)		(Commission File Number)	(IRS Employer Identification No.)

20 University Road Cambridge, Massachusetts	~~02138~~	02138
(Address of principal executive offices)	~~(Zip Code)~~	(Zip Code)
(617) 234-7000 Registrant’s telephone number, including area code Not Applicable (Former name or former address, if changed since last report)
(617) 234-7000 (Registrant’s telephone number, including area code) 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 toof the registrant under any of the following provisions (see General Instruction A.2.):

	¨	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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities ~~registered~~Act ~~pursuant~~of ~~to Section~~1933 12(b§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act: of 1934 (§240.12b-2 of this chapter).

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
Class A Common Stock included as part of the SAILSM securities	HAAC	The 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 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~~Securities ~~5.02.~~registered ~~Departure~~pursuant ofto Section ~~Directors~~12(b) ~~or Certain Officers; Election~~ of ~~Directors;~~the ~~Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~Act:

On March 30, 2022, Ms. Michelle Brown informed Health Assurance Acquisition Corp. (the “Company”) that she would be resigning from her position as Chief Financial Officer of the Company. Ms. Brown has also resigned from General Catalyst Partners, LLC, an affiliate of HAAC Sponsor, LLC, the Company’s sponsor (the “Sponsor”), to pursue other opportunities. Ms. Brown’s resignation was not related to any disagreement with the Company on any matter relating to the Company’s accounting, strategy, leadership, operations, policies or practices (financial or otherwise).

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
SAIL^SM (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 SAIL^SM securities	HAAC	The Nasdaq Stock Market LLC

Warrants included as part of the SAIL^SM securities, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50	HAACW	The Nasdaq Stock Market LLC

OnItem ~~April 5, 2022, the Company’s board of directors appointed Mr~~8. ~~Mark Allen as the Company’s Chief Financial Officer, effective as of March 30, 2022~~01. ~~Mr. Allen,~~Other ~~44, has served in several senior roles at General Catalyst since joining in 2013 and currently serves as the Chief Financial Officer~~Events. In this role Mr. Allen is responsible for General Catalyst’s financial accounting, reporting and treasury functions. Prior to that, Mr. Allen served as a Fund Controller of the Senior Debt team at Audax Group from 2006 to 2013, where he was responsible for all financial and operational growth of the Senior Debt business. Mr. Allen holds an M.B.A. from Northeastern University, a B.S. in Business Administration from the University of Vermont and is a Certified Public Accountant.

InOn ~~connection~~October 27, ~~with~~2022, Health Assurance Acquisition Corp. (the ~~appointment~~ “Company”) issued a press release announcing that as of ~~Mr.~~the close of business on November ~~Allen~~3, 2022, the publicly held Class A Common Stock, par value $0.0001, will be deemed cancelled and will represent only the right to receive their pro-rata share in the Company’s ~~entered~~trust ~~into~~account, because the ~~following~~Company ~~agreements:~~will not consummate an initial business combination within the time period required by its Second Amended and Restated Certificate of Incorporation.

·The ~~A Letter Agreement, dated as of April 5, 2022 (the “Letter Agreement”), between the~~ Company’s ~~and Mr. Allen, pursuant to which he~~ sponsor has agreed to ~~(i)~~ waive ~~any~~its redemption rights with respect to ~~any~~its ~~shares~~outstanding ~~of the Company’s~~ Class B common stock, ~~par value $0.0001 per share,~~ issued prior 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~~There ~~Shares”)~~will hebe ~~holds~~no ~~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’s ~~fails to complete its initial business combination within 24 months from the closing of the initial public offering~~warrants, which ~~or such later date as described in (ii) above (although he~~ will beexpire 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); andworthless.

·A Ancopy ~~Indemnity Agreement, dated as~~ of ~~April~~the 5,press ~~2022~~release and ~~(the~~a ~~“Indemnity~~letter ~~Agreement”),~~to ~~between~~stockholders from the ~~Company~~Chairman and ~~Mr.~~Chief ~~Allen,~~Executive ~~providing~~Officer ~~Mr.~~of ~~Allen contractual indemnification in addition to~~ the ~~indemnification~~Company ~~provided~~are ~~for~~attached inhereto ~~the~~as ~~Company’s~~Exhibit 99.1 ~~Second~~and 99.2, ~~Amended~~respectively, and ~~Restated~~are ~~Certificate~~incorporated ofherein ~~Incorporation~~by reference.

~~The~~Item foregoing descriptions of the Letter Agreement and the Indemnity Agreement do not purport to be complete and are qualified in their entireties by reference to the Letter Agreement and the Indemnity Agreement, copies of which are attached as Exhibits 109.~~1 and 10~~01.2, ~~respectively,~~Financial ~~and~~Statements ~~are incorporated herein by reference. The terms of these agreements are substantially the same as the terms signed by the Company’s directors~~ and ~~officers~~ ~~as of the closing of the initial public offering and as currently in effect~~Exhibits.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.		Description
99.1		Press release, dated October 27, 2022
99.2		Letter to stockholders from the Chairman and Chief Executive Officer of the Company, dated October 27, 2022.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

(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).

SIGNATURE

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

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.

	HEALTH ASSURANCE ACQUISITION CORP.

Date: October 27, 2022	By:	/s/ Hemant Taneja
	Name:	Hemant Taneja
	Title:	Chairman and Chief Executive Officer

Dated: April 5, 2022

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

Filing Compare · Health Assurance Acquisition Corp.