Current Report Filing (8-k)

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 (Date of earliest event reported): August 20, 2021 (August 17, 2021)

HEALTH ASSURANCE ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Delaware	001-39702	85-2899745
(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)

(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 to 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	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

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 17, 2021, Mr. Evan Sotiriou informed Health Assurance Acquisition Corp. (the “Company”) that he would be resigning from his position as Chief Operating Officer of the Company, retroactively effective as of August 7, 2021. Mr. Sotiriou has also resigned from General Catalyst Partners, LLC, an affiliate of HAAC Sponsor, LLC, the Company’s sponsor (the “Sponsor”), to pursue other opportunities. Mr. Sotiriou’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).

On August 19, 2021, the Company’s board of directors appointed Ms. Michelle Brown as the Company’s Chief Financial Officer, effective as of such date. Ms. Brown, 34, has served in several senior roles at General Catalyst since joining in 2016 and currently serves as Vice President of Finance. In this role Ms. Brown is responsible for accounting and financial reporting related to General Catalyst’s management company and general partner entities. Prior to that, Ms. Brown served as a Manager at PricewaterhouseCoopers in its Asset Management Assurance practice from 2010 to 2015, where she advised clients that spanned from small private companies to some of the largest public financial services organizations globally. Ms. Brown holds a M.S in Accountancy and a B.S. in Finance from Wake Forest University and is a Certified Public Accountant.

In connection with the appointment of Ms. Brown, the Company entered into the following agreements:

A Letter Agreement, dated as of August 19, 2021 (the “Letter Agreement”), between the Company and Ms. Brown, pursuant to which she 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 SAIL^SM securities in the Company’s initial public offering (“Public Shares”) she 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 she 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 she 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 she will be entitled to liquidating distributions from the trust account with respect to any Public Shares she holds if the Company fails to complete its initial business combination within the prescribed time frame); and

An Indemnity Agreement, dated as of August 19, 2021 (the “Indemnity Agreement”), between the Company and Ms. Brown, providing Ms. Brown contractual indemnification in addition to the indemnification provided for in the Company’s Second Amended and Restated Certificate of Incorporation.

The 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 10.1 and 10.2, respectively, and 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.

Item 9.01. Financial Statements and Exhibits.

(d)	Exhibits.

10.1	Letter Agreement, dated as of August 19, 2021, between the Company and Michelle Brown.
10.2	Indemnity Agreement, dated as of August 19, 2021, between the Company and Michelle Brown.
104.1	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

Dated: August 20, 2021