UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~Section 13 ORor Section 15(d)

OFof ~~THE~~the ~~SECURITIES~~Securities ~~EXCHANGE~~Exchange ~~ACT~~Act OFof 1934

Date of Report (Date of earliest event reported): ~~December~~April 2311, ~~2021~~2022

REVOLUTION HEALTHCARE ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Delaware	001-40190	86-1403778
(State or other jurisdictionof incorporation)	(CommissionFile Number)	(IRS EmployerIdentification No.)
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

20 University Road

Cambridge, Massachusetts

02138

(Address of principal executive offices)

(Zip Code)

~~Cambridge,~~(617) ~~Massachusetts 02138~~234-7000

~~(Address~~Registrant’s oftelephone ~~principal executive offices~~number, including ~~zip~~area code)

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

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 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	~~TradingSymbol~~Trading Symbol(s)	Name of each ~~exchangeon~~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-fifth of one redeemable warrant to acquire one share of Class A Common Stock	REVHU	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-fifth of one redeemable warrant to acquire one share of Class A Common Stock	REVHU	The NASDAQ Stock Market LLC
Class A Common Stock included as part of the SAILSM securities	REVH	The ~~Nasdaq~~NASDAQ Stock Market LLC
Redeemable 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	REVHW	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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

~~Emerging~~☐ 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.

IfItem 5.02. anDeparture ~~emerging~~of ~~growth~~Directors ~~company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new~~ or ~~revised~~Principal ~~financial~~Officers; ~~accounting~~Election ~~standards~~of ~~provided~~Directors; ~~pursuant~~Appointment ~~to Section 13(a)~~ of ~~the~~Principal ~~Exchange Act~~Officers. ☐

~~Item 4.02.~~On ~~Non-Reliance~~April on11, ~~Previously~~2022, ~~Issued~~Robert ~~Financial~~Nelsen ~~Statements~~and orHemant aTaneja ~~Related~~resigned ~~Audit~~as ~~Report~~members orof ~~Completed~~the ~~Interim~~Board ~~Review~~of Directors (the “Board”) of Revolution Healthcare Acquisition Corp. (the “Company”) effective immediately.

~~In light of recent comment letters issued by the U~~Mr.S. ~~Securities~~Nelsen’s and ~~Exchange~~Mr. Taneja’s ~~Commission~~resignations ~~(the~~did ~~“SEC”),~~not ~~the~~result ~~management~~from ofany ~~Revolution~~disagreements ~~Healthcare~~with ~~Acquisition Corp. (~~the “Company”) ~~has~~on ~~re-evaluated~~any ~~the~~matter ~~Company’s~~relating ~~application of ASC 480-10-S99-3A~~ to its ~~accounting~~operations, ~~classification of the redeemable shares of Class A common stock~~policies, ~~par~~or ~~value $0~~practices.~~0001~~ ~~per~~The ~~share~~size ~~(the “Public Shares”), issued as part~~ of the ~~SAILSM~~Board ~~securities~~is ~~sold~~now infive ~~the~~following ~~Company~~Mr. Nelsen’s ~~initial~~and ~~public~~Mr. Taneja’s ~~offering (the “IPO”) on March 22, 2021~~departures. ~~Historically,~~Following atheir ~~portion~~resignation offrom the ~~Public Shares was classified as permanent equity to maintain net tangible assets greater than $5~~Board,~~000,000~~ onMr. Nelsen ~~the~~and ~~basis that the Company will consummate its initial business combination only if the Company has net tangible assets of at least $5,000,001~~Mr. Taneja ~~Pursuant~~shall toserve ~~such re-evaluation, the Company’s management has determined that the Public Shares include certain provisions that require classification of the Public Shares~~ as ~~temporary~~observers ~~equity regardless of the minimum net tangible assets required~~ to ~~complete~~ the ~~Company’s initial business combination~~Board.

Therefore, on December 23, 2021, the Company’s management and the audit committee of the Company’s board of directors (the “Audit Committee”), concluded that the Company’s previously issued (i) audited balance sheet as of March 22, 2021, included in the Company’s Current Report on Form 8-K, filed with the SEC on March 26, 2021, (ii) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with the SEC on May 24, 2021, (iii) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with the SEC on August 10, 2021, and (iv) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, filed with the SEC on November 9, 2021 (collectively, the “Affected Periods”), should be restated to report all Public Shares as temporary equity and should no longer be relied upon. As such, the Company intends to restate its financial statements for the Affected Periods in an audited restated balance sheet as of March 22, 2021, which will be filed with the SEC on the appropriate form, and in an amendment to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, which will be filed with the SEC (the “Amended Q3 Form 10-Q”), as described therein.

The company does not expect there to be a change in the Company’s total assets, including cash position, liabilities or operating results or a change to the cash held in the trust account established in connection with the IPO (the “Trust Account”), in each case, as a result of such restatement.

The Company’s management has concluded that in light of the classification error described above, a material weakness exists in the Company’s internal control over financial reporting and that the Company’s disclosure controls and procedures were not effective. The Company’s remediation plan with respect to such material weakness will be described in more detail in the Amended Q3 Form 10-Q.

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

Forward-Looking Statements

This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the use of words such as “believes,” “expects,” “intends,” “plans,” “estimates,” “assumes,” “may,” “should,” “will,” “seeks,” or other similar expressions. Such statements may include, but are not limited to, statements regarding the impact of the Company’s restatement of certain historical financial statements, the Company’s cash position and cash held in the Trust Account and any proposed remediation measures with respect to identified material weaknesses. These statements are based on current expectations on the date of this Current Report on Form 8-K and involve a number of risks and uncertainties that may cause actual results to differ significantly. The Company does not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.

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.

~~Revolution Healthcare Acquisition Corp. By~~Dated: ~~/s/~~April ~~Mark~~11, ~~McDonnell Name: Mark McDonnell Title: Chief Financial Officer~~2022

~~Dated~~REVOLUTION HEALTHCARE ACQUISITION CORP. By: ~~December~~/s/ ~~29,~~Mark ~~2021~~McDonnell Name: Mark McDonnell Title: Chief Financial Officer

Filing Compare · Revolution Healthcare Acquisition Corp.