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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 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   85-2899745
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)

 

20 University Road

Cambridge, Massachusetts

  02138
(Address of principal executive offices)  

(Zip Code)

 

(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 of 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 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 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. ¨

 

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
         
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

 

 

 

 

Item 8.01. Other Events.

 

On October 27, 2022, Health Assurance Acquisition Corp. (the “Company”) issued a press release announcing that as of the close of business on November 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 trust account, because the Company will not consummate an initial business combination within the time period required by its Second Amended and Restated Certificate of Incorporation.

 

The Company’s sponsor has agreed to waive its redemption rights with respect to its outstanding Class B common stock issued prior to the Company’s initial public offering. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless.

 

A copy of the press release and a letter to stockholders from the Chairman and Chief Executive Officer of the Company are attached hereto as Exhibit 99.1 and 99.2, respectively, and are incorporated herein by reference.

 

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).

 

   

 

 

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.

 

  HEALTH ASSURANCE ACQUISITION CORP.
     
Date: October 27, 2022 By: /s/ Hemant Taneja
  Name: Hemant Taneja
  Title: Chairman and Chief Executive Officer