UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

Amendment No. 1

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2021

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

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)

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


Title of each class registered	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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of November 12, 2021, 52,500,000 shares of Class A common stock, par value $0.0001, and 2,625,000 shares of Class B common stock, par value $0.0001, were issued and outstanding.

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EXPLANATORY NOTE

References throughout this Amendment No. 1 to the Quarterly Report on Form 10-Q to “we,” “us,” the “Company” or “our company” are to Health Assurance Acquisition Corporation, unless the context otherwise indicates.

This Amendment No. 1 (“Amendment No. 1”) to the Quarterly Report on Form 10-Q/A amends the Quarterly Report on Form 10-Q of Health Assurance Acquisition Corp. as of and for the period ended September 30, 2021, as filed with the Securities and Exchange Commission (“SEC”) on November 12, 2021 (the “First Amended Filing”).

On November 12, 2021, Health Assurance Acquisition Corp. (the “Company”) filed its Form 10-Q for the quarterly period ending September 30, 2021 (the “Q3 Form 10-Q”), which included a section within Note 2, Revision of Previously Reported Financial Statements, that described a revision to the Company’s classification of its Class A common stock subject to redemption issued as part of the SAIL^SM securities sold in the Company’s initial public offering (“IPO”) on November 17, 2020. As described in Note 2, upon its IPO, the Company classified a portion of the Class A common stock subject to redemption as permanent equity to maintain net tangible assets greater than $5,000,000 on the basis that the Company will consummate its initial business combination only if the Company has net tangible assets of at least $5,000,001. The Company’s management re-evaluated the conclusion and determined that the Class A common stock subject to redemption included certain provisions that require classification of the Class A common stock as temporary equity regardless of the minimum net tangible assets required to complete the Company’s initial business combination. As a result, management corrected the error by revising all Class A common stock subject to revising subject to redemption as temporary equity. This resulted in an adjustment to the initial carrying value of the Class A common stock subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A common stock.

In connection with the change in presentation for the Class A common stock subject to possible redemption, the Company revised its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation differs from the previously presented method of earnings per share, which was similar to the two-class method.

The Company determined the changes were not qualitatively material to the Company’s previously issued financial statements and did not restate its financial statements. Instead, the Company revised its previously financial statements within a section in Note 2 to its Q3 Form 10-Q. Although the qualitative factors that management assessed tended to support a conclusion that the misstatements were not material, these factors were not strong enough to overcome the significant quantitative errors in the financial statements. The qualitative and quantitative factors support a conclusion that the misstatements are material on a quantitative basis. Management concluded that the misstatement was such of magnitude that it is probable that the judgment of a reasonable person relying upon the financial statements would have been influenced by the inclusion or correction of the foregoing items. As such, upon further consideration of the material nature of the change, the Company determined the change in classification of the Class A common stock subject to redemption and change to its presentation of earnings per share is material quantitatively and it should restate its previously issued financial statements.

Therefore, on December 22, 2021, the audit committee of the Company’s board of directors (the “Audit Committee”) concluded, after discussion with the Company’s management, that the Company’s previously issued (i) 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 June 15, 2021 and reported as revised in its Q3 Form 10Q; and (ii) 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 11, 2021 and reported as revised in its Q3 Form 10Q; and (iii) Note 2 of the unaudited interim statements for the quarterly period ended September 30, 2021 and Item 4 included in the Q3 Form 10-Q (collectively, the “Affected Periods”), should be restated to report all Class A common stock subject to redemption as temporary equity and calculate earnings per share by allocating income and losses pro rata for each class of common stock and should no longer be relied upon.

As such, the Company is restating its financial statements for the Affected Periods in this Quarterly Report on Form 10-Q/A.

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 IPO.

After re-evaluation, 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 complex securities during the Affected Periods and that the Company’s disclosure controls and procedures were not effective. The Company’s remediation plan with respect to such material weakness is described in more detail in Item 4 of Part I to in this Quarterly Report on Form 10-Q/A.

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HEALTH ASSURANCE ACQUISITION CORP.

Quarterly Report on Form 10-Q/A

		Page No.
PART I. FINANCIAL INFORMATION
Item 1.	Condensed Financial Statements	1
	Condensed Balance Sheets as of September 30, 2021(unaudited) and December 31, 2020	1
	Unaudited Condensed Statements of Operations for The Three and Nine Months Ended September 30, 2021 and for the period from September 8, 2020 (inception) through September 30, 2020	2
	Unaudited Condensed Statements of Changes in Stockholders’ Equity (Deficit) for The Three and Nine Months Ended September 30,2021 and for the period from September 8, 2020 (inception) through September 30, 2020	3
	Unaudited Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2021 and for the period from September 8, 2020 (inception) through September 30, 2020	4
	Notes to Condensed Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	26
Item 4.	Controls and Procedures	26
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	27
Item 1A.	Risk Factors	27
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities	27
Item 3.	Defaults Upon Senior Securities	27
Item 4.	Mine Safety Disclosures	27
Item 5.	Other Information	27
Item 6.	Exhibits	28

SIGNATURES

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PART I - FINANCIAL INFORMATION

Item 1. Condensed Financial Statements.

HEALTH ASSURANCE ACQUISITION CORP.

CONDENSED BALANCE SHEETS


	September 30, 2021		December 31, 2020
	(unaudited)
Assets:
Current assets:
Cash	$	1,520,094	$	4,615,094
Prepaid expenses		853,630		1,412,513
Total current assets		2,373,724		6,027,607
Investments held in Trust Account		525,236,847		525,065,532
Total Assets	$	527,610,571	$	531,093,139

Liabilities and Stockholders’ Deficit:
Current liabilities:
Accounts payable	$	11,123	$	24,827
Accrued expenses		2,470,500		3,279,126
Franchise tax payable		122,257		61,420
Income tax payable		15,783		863
Total current liabilities		2,619,663		3,366,236
Deferred legal fees		5,643,924		-
Deferred underwriting commissions in connection with the initial public offering		18,375,000		18,375,000
Derivative warrant liabilities		24,777,080		73,645,830
Total liabilities		51,415,667		95,387,066

Commitments and Contingencies (Note 5)

Class A common stock subject to possible redemption, $0.0001 par value; 700,000,000 shares authorized; 52,500,000 shares at $10.00 per share at September 30, 2021 and December 31, 2020		525,000,000		525,000,000

Stockholders’ Deficit:
Preferred stock, $0.0001 par value; 10,000,000 shares authorized; none issued and outstanding at September 30, 2021 and December 31, 2020		—		—
Class A common stock, $0.0001 par value; 700,000,000 shares authorized at September 30, 2021 and December 31, 2020		—		—
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 2,625,000 shares issued and outstanding at September 30, 2021 and December 31, 2020		263		263
Additional paid-in capital		—		—
Accumulated deficit		(48,805,359)		(89,294,190)
Total stockholders’ deficit		(48,805,096)		(89,293,927)
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit	$	527,610,571	$	531,093,139

The accompanying notes are an integral part of these unaudited condensed financial statements.

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HEALTH ASSURANCE ACQUISITION CORP.

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS


					For The Period From
					September 8, 2020
	Three Months Ended		Nine Months Ended		(inception) through
	September 30, 2021		September 30, 2021		September 30, 2020

General and administrative expenses	$	3,115,251	$	7,574,124	$	1,000
General and administrative expenses - related party		280,000		861,917		-
Franchise tax expense		50,411		100,274		12,105
Loss from operations		(3,445,662)		(8,536,315)		(13,105)
Change in fair value of derivative warrant liabilities		21,597,920		48,868,750		-
Gain on investments held in Trust Account		7,543		171,315		-
Income before income tax expense		18,159,801		40,503,750		(13,105)
Income tax (benefit) expense		(9,002)		14,919		-
Net income (loss)	$	18,168,803	$	40,488,831	$	(13,105)

Weighted average shares outstanding of Class A common stock		52,500,000		52,500,000		-
Basic and diluted net income per share, Class A common stock	$	0.33	$	0.73	$	-
Weighted average shares outstanding of Class B common stock		2,625,000		2,625,000		2,500,000
Basic and Diluted net income per share, Class B common stock	$	0.33	$	0.73	$	(0.01)

The accompanying notes are an integral part of these unaudited condensed financial statements.

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HEALTH ASSURANCE ACQUISITION CORP.

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

For The Three and Nine Months Ended September 30, 2021 and For the Period From September 8, 2020 (inception) through September 30, 2020


	Common Stock										Total
	Class A			Class B			Additional Paid-In				Stockholders’
	Shares	Amount		Shares	Amount		Capital		Accumulated Deficit		Deficit
Balance - December 31, 2020	—	$	—	2,625,000	$	263	$	—	$	(89,294,190)	$	(89,293,927)
Net loss	—		—	—		—		—		(2,129,919)		(2,129,919)
Balance - March 31, 2021 (unaudited) (as restated)	—		—	2,625,000		263		—		(91,424,109)		(91,423,846)
Net income	—		—	—		—		—		24,449,947		24,449,947
Balance - June 30, 2021 (unaudited) (as restated)	—		—	2,625,000		263		—		(66,974,162)		(66,973,899)
Net income	—		—	—		—		—		18,168,803		18,168,803
Balance - September 30, 2021 (unaudited)	—	$	—	2,625,000	$	263	$	—	$	(48,805,359)	$	(48,805,096)

SEC Form 10-Q/A filed by Health Assurance Acquisition Corp. (Amendment)