United States securities and exchange commission logo
August 12, 2022
Mark Allen
Chief Financial Officer
Health Assurance Acquisition Corp.
20 University Road
Cambridge , Massachusetts 02138
Re: Health Assurance
Acquisition Corp.
Form 10-K for the
year ended December 31, 2021
Filed March 30,
2022
File No. 001-39702
Dear Mr. Allen:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for the year ended December 31, 2021
General
1. With a view toward
disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties
with a non-U.S. person. If so, please revise your disclosure in future
filings to include
disclosure that addresses how this fact could impact your ability to
complete your initial
business combination. For instance, discuss the risk to investors that
you may not be able to
complete an initial business combination with a U.S. target
company should the
transaction be subject to review by a U.S. government entity, such as
the Committee on
Foreign Investment in the United States (CFIUS), or ultimately
prohibited. Disclose
that as a result, the pool of potential targets with which you could
complete an initial
business combination may be limited. Further, disclose that the time
necessary for
government review of the transaction or a decision to prohibit the
transaction could
prevent you from completing an initial business combination and require
you to liquidate.
Disclose the consequences of liquidation to investors, such as the losses
Mark Allen
Health Assurance Acquisition Corp.
August 12, 2022
Page 2
of the investment opportunity in a target company, any price
appreciation in the combined
company, and the warrants, which would expire worthless. Please
include an example of
your intended disclosure in your response.
2. We note that your certifications do not include paragraph 4(b) and the
introductory
language in paragraph 4 referring to internal control over financial
reporting. Please file
an amendment to your annual report that includes certifications that
conform exactly to
the language set forth within the Exchange Act Rule 13a-14(a). Please
note that you may
file an abbreviated amendment that consists of a cover page,
explanatory note, signature
page, and paragraphs 1, 2, 4, and 5 of the certification.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Howard Efron at 202-551-3439 or Wilson Lee at
202-551-3468 if you
have questions regarding comments on the financial statements and related
matters.
FirstName LastNameMark Allen Sincerely,
Comapany NameHealth Assurance Acquisition Corp.
Division of
Corporation Finance
August 12, 2022 Page 2 Office of Real
Estate & Construction
FirstName LastName