Current Report Filing (8-k)
05 6월 2021 - 5:51AM
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):
May 28, 2021
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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|
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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 3.01. Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
On May 28, 2021, Health
Assurance Acquisition Corp. (the “Company”) received a notice from the Listing Qualifications Department of the Nasdaq Stock
Market LLC (“Nasdaq”) indicating that the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) because it has
not yet filed its Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 (the “Q1 2021 Form 10-Q”)
with the Securities and Exchange Commission (the “SEC”) on or before May 24, 2021, the extended period provided
for the filing under Rule 12b-25(b) of the Securities Exchange Act of 1934, as amended. Nasdaq Listing Rule 5250(c)(1) requires listed
companies to timely file all required periodic financial reports with the SEC.
Nasdaq has informed the Company
that, under the Nasdaq’s listing rules, the Company has 60 calendar days from the date of the initial Nasdaq notification
letter, or until July 27, 2021, to file the Q1 2021 Form 10-Q with the SEC. If the Company is unable to file the Q1 2021 Form
10-Q with the SEC by July 27, 2021, the Company is permitted to submit a plan to regain compliance with the Nasdaq’s listing
rules. The Nasdaq notice has no immediate impact on the listing or trading of the Company’s SAILSM securities,
Class A common stock or warrants on Nasdaq.
As previously reported
by the Company in its Form 12b-25 filed with the SEC on May 12, 2021, the Company is currently determining the extent to which
the April 12, 2021 statement released by the Staff of the SEC relating to the accounting and reporting considerations for warrants issued
by special purpose acquisition companies (“SPACs”) will impact its financial statements as of and for the fiscal quarter ended
March 31, 2021, which will be included in the Q1 2021 Form 10-Q.
The
Company is working diligently to complete the Q1 2021 Form 10-Q and expects to file such report as soon as practicable.
Item 8.01 Other Events.
On
June 4, 2021, the Company issued a press release announcing its receipt of the Notice. A copy of the press release is attached hereto
as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) 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: June 4, 2021
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HEALTH ASSURANCE ACQUISITION CORP.
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By:
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/s/
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Hemant Taneja
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Name:
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Hemant Taneja
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Title:
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Chief Executive Officer
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