SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
On February 16, 2022, the audit committee of the board of directors (the “Audit Committee”) of Health Assurance Acquisition Corp. (the “Company”), after discussion with the Company’s management, concluded that the previously issued interim financial statements contained in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, as amended, should no longer be relied upon because of an error in the financial statements. Similarly, other communications describing the Company’s financial statements and other related financial information covering the same period should no longer be relied upon.
The error was identified by the Company during its annual review process and relates to the amount of legal costs included in the General and Administrative Expenses line item in the Company’s Unaudited Condensed Statement of Operations. As a result of the error, the amount of legal costs recorded as expenses in the third quarter actually represented the total amount of deferred legal costs (including those recorded in previous quarters), thereby resulting in an overstatement of the legal expenses, and therefore, the General and Administrative Expenses and deferred legal fees on the balance sheet, by approximately $2.8 million.
The Company intends to file a Form 10-Q/A restating the previously filed unaudited interim condensed financial statements for the quarter ended September 30, 2021 as soon as practicable. The following table reflects the financial statement line items impacted, together with the adjusted amounts, that will be included in the restated financial statements. For the avoidance of doubt, the following tables include only those line items impacted by the restatement:
Impact of Restatement
| 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 | ||||||
The Company does not expect any of the above changes will have any impact on its cash position and cash held in the trust account established in connection with the Company’s initial public offering.
The Company’s management has concluded 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. 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.
SIGNATURES
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) | |
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