Current Report Filing (8-k)
December 30 2020 - 3:30PM
Edgar (US Regulatory)
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): December 30, 2020
HEALTH
ASSURANCE ACQUISITION CORP.
(Exact name of registrant as specified
in its charter)
Delaware
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001-39702
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85-2899745
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(State or other jurisdiction of
incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer
Identification Number)
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20
University Road
Cambridge,
Massachusetts
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02138
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(Address of principal executive offices)
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(Zip Code)
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(617) 234-7000
Registrant’s telephone number, including area code
Not Applicable
(Former name or former address, if changed
since last report)
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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
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Trading
Symbol(s)
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Name
of each exchange on which registered
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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
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HAACU
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The NASDAQ Stock Market LLC
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Class A Common Stock included as part of the SAILSM securities
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HAAC
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The NASDAQ Stock Market LLC
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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
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HAACW
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The NASDAQ Stock Market LLC
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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 8.01. Other Events.
On December 30,
2020, Health Assurance Acquisition Corp. (the “Company”) announced that the holders of the Company’s SAILSM
securities (the “SAILSM securities”) may elect to separately trade the shares of Class A common stock, par
value $0.0001 per share (the “Class A common stock”), and warrants included in the SAILSM securities commencing
on January 4, 2021. Each SAILSM security consists of one share of Class A common stock and one-fourth of one
warrant to purchase one share of Class A common stock. Any SAILSM securities not separated will continue to trade on
the Nasdaq Capital Market (“Nasdaq”) under the symbol “HAACU”. Any underlying shares of Class A common
stock and warrants that are separated will trade on Nasdaq under the symbols “HAAC” and “HAACW,” respectively.
No fractional warrants will be issued upon separation of the SAILSM securities and only whole warrants will trade. Holders
of SAILSM securities will need to have their brokers contact Continental Stock Transfer & Trust Company, the
Company’s transfer agent, in order to separate the holders’ SAILSM securities into shares of Class A common
stock and warrants.
A copy of the press
release issued by the Company announcing the separate trading of the securities underlying the SAILSM securities is
attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements
and Exhibits.
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: December 30, 2020
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HEALTH ASSURANCE ACQUISITION
CORP.
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By:
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/s/ Hemant Taneja
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Name: Hemant Taneja
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Title: Chief Executive Officer
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