Item 4.02. Non-Reliance on Previously
Issued Financial Statements or a Related Audit Report or Completed Interim Review.
On April 12, 2021,
the Staff of the U.S. Securities and Exchange Commission (the “SEC”) issued the “Staff Statement on Accounting and Reporting
Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”),
which clarified guidance for all SPAC-related companies regarding the accounting and reporting for their warrants. In the Statement, the
SEC staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities
on the SPAC’s balance sheet as opposed to equity.
Health Assurance Acquisition
Corp. (the “Company”) has previously classified its public and private placement warrants (“Warrants”) issued
in connection with its initial public offering and private placement as equity within the Company’s financial statements, and after
discussion and evaluation, including with the Company’s independent auditors, the Company has concluded that its warrants should
be presented as liabilities as of the initial public offering date reported at fair value with subsequent fair value remeasurement at
each reporting period.
On May 14, 2021,
the Audit Committee, based on the recommendation of and after consultation with management, concluded that the Company’s (i) audited
balance sheet as of November 17, 2020 and (ii) audited financial statements as of December 31, 2020, and for the period
from September 8, 2020 (inception) to December 31, 2020 and (iii) unaudited interim financial statements as of September 30,
2020, and for the period from September 8, 2020 (inception) through September 30, 2020 (collectively, the “Non-Reliance
Period”), as reported in the Company’s Current Report on Form 8-K filed on November 23, 2020, Quarterly Report on
Form 10-Q filed on December 11, 2020 and Annual Report on Form 10-K filed on March 4, 2021, respectively, should no
longer be relied upon based on the reclassification of warrants as described above. Similarly, Report of Independent Registered Public
Accounting Firm dated March 4, 2021 on the financial statements as of December 31, 2020 and for the period from September 8,
2020 (date of inception) through December 31, 2020, and the shareholder communications, investor presentations or other communications
describing relevant portions of the Company’s financial statements for these periods that need to be restated should no longer be
relied upon.
The Company will file
an amendment to its Annual Report on Form 10-K for the period September 8, 2020 (inception) through December 31, 2020 (the
“Amended 10-K”) reflecting this change in classification of the warrants for the Non-Reliance Period, and the corresponding
changes to the financial statement items for the Non-Reliance Period will be set forth through disclosures in the financial statements
included in the Amended 10-K. The Audit Committee and management have discussed the matters disclosed pursuant to this Item 4.02(a) with
its independent registered public accounting firm.
The Company’s prior
accounting for the warrants as components of equity instead of as derivative liabilities did not have any effect on the Company’s
previously reported operating expenses, cash flows or cash or cash equivalents.