Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 30, 2022, Ms. Michelle Brown informed Health Assurance Acquisition Corp. (the "Company") that she would be resigning from her position as Chief Financial Officer of the Company. Ms. Brown has also resigned from General Catalyst Partners, LLC, an affiliate of HAAC Sponsor, LLC, the Company's sponsor (the "Sponsor"), to pursue other opportunities. Ms. Brown's resignation was not related to any disagreement with the Company on any matter relating to the Company's accounting, strategy, leadership, operations, policies or practices (financial or otherwise).

On April 5, 2022, the Company's board of directors appointed Mr. Mark Allen as the Company's Chief Financial Officer, effective as of March 30, 2022. Mr. Allen, 44, has served in several senior roles at General Catalyst since joining in 2013 and currently serves as the Chief Financial Officer. In this role Mr. Allen is responsible for General Catalyst's financial accounting, reporting and treasury functions. Prior to that, Mr. Allen served as a Fund Controller of the Senior Debt team at Audax Group from 2006 to 2013, where he was responsible for all financial and operational growth of the Senior Debt business. Mr. Allen holds an M.B.A. from Northeastern University, a B.S. in Business Administration from the University of Vermont and is a Certified Public Accountant.

In connection with the appointment of Mr. Allen, the Company entered into the following agreements:

· A Letter Agreement, dated as of April 5, 2022 (the "Letter Agreement"), between


   the Company and Mr. Allen, pursuant to which he has agreed to (i) waive any
   redemption rights with respect to any shares of the Company's Class B common
   stock, par value $0.0001 per share, issued to the Sponsor and Health Assurance
   Economy Foundation, a Delaware corporation (the "Foundation" and such shares,
   the "Alignment Shares") and shares of the Company's Class A common stock, par
   value $0.0001 per share, sold as part of the SAILSM securities in the Company's
   initial public offering ("Public Shares") he holds in connection with the
   completion of the Company's initial business combination, (ii) waive any
   redemption rights with respect to any Alignment Shares and Public Shares he
   holds in connection with a stockholder vote to approve an amendment to the
   Company's Second Amended and Restated Certificate of Incorporation to modify
   the substance or timing of the Company's obligation to redeem 100% of the
   Company's Public Shares if the Company has not consummated an initial business
   combination within 24 months from the closing of the initial public offering,
   which occurred on November 17, 2020 (or such later date as approved by holders
   of a majority of shares of the Company's outstanding common stock that are
   voted at a meeting to extend such date, voting together as a single class) or
   with respect to any other material provisions relating to stockholders' rights
   or pre-initial business combination activity and (iii) waive any rights to
   liquidating distributions from the trust account with respect to any Alignment
   Shares he holds if the Company fails to complete its initial business
   combination within 24 months from the closing of the initial public offering,
   or such later date as described in (ii) above (although he will be entitled to
   liquidating distributions from the trust account with respect to any Public
   Shares he holds if the Company fails to complete its initial business
   combination within the prescribed time frame); and

· An Indemnity Agreement, dated as of April 5, 2022 (the "Indemnity Agreement"),


   between the Company and Mr. Allen, providing Mr. Allen contractual
   indemnification in addition to the indemnification provided for in the
   Company's Second Amended and Restated Certificate of Incorporation.

The foregoing descriptions of the Letter Agreement and the Indemnity Agreement do not purport to be complete and are qualified in their entireties by reference to the Letter Agreement and the Indemnity Agreement, copies of which are attached as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference. The terms of these agreements are substantially the same as the terms signed by the Company's directors and officers as of the closing of the initial public offering and as currently in effect.

Item 9.01. Financial Statements and Exhibits.





(d)       Exhibits.

  10.1      Letter Agreement, dated as of April 5, 2022, between the Company and
          Mark Allen.
  10.2      Indemnity Agreement, dated as of April 5, 2022, between the Company
          and Mark Allen.
 104       Cover Page Interactive Data File (embedded within the Inline XBRL
          document).

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