UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~SECTION 13 orOR ~~Section~~ 15(d)

ofOF ~~the~~THE ~~Securities~~SECURITIES ~~Exchange~~EXCHANGE ~~Act~~ACT ofOF 1934

Date of Report (Date of earliest event reported): December 1315, ~~2021~~2022

~~HEALTHCARE~~Healthcare ~~SERVICES~~Services ~~ACQUISITION~~Acquisition ~~CORPORATION~~Corporation

(Exact ~~name~~Name of ~~registrant~~Registrant as ~~specified~~Specified in ~~its charter~~Charter)

Delaware	001-39823	85-2754095
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

7809 Woodmont Avenue, Suite 200 Bethesda, MD		20814
7809 Woodmont Avenue, Suite 200
(Address of principal executive offices)		(Zip Code)
Bethesda, MD		20814
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (301) 605-1309

Not Applicable

(Former ~~name~~Name or ~~former~~Former ~~address~~Address, if ~~changed~~Changed ~~since~~Since ~~last~~Last ~~report~~Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation toof the registrant under any of the following provisions (see General Instruction A.2. below):

☐	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	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one redeemable warrant	HCARU	The Nasdaq ~~Capital~~Stock Market LLC
Class A common stock included as part of the unit	HCAR	The Nasdaq Capital Market LLC
Class A Common Stock, par value $0.0001 per share	HCAR	The Nasdaq Stock Market LLC
Redeemable warrants included as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50	HCARW	The Nasdaq Capital Market LLC
Redeemable Warrants, each whole Warrant exercisable for one share of Class A Common Stock, each at an exercise price of $11.50 per share	HCARW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

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 18.01. ~~Entry~~Other ~~into a Material Definitive Agreement~~Events.

~~The~~Due ~~disclosure~~to ~~contained~~the inCompany’s ~~Item~~anticipated ~~2.03~~inability isto ~~incorporated~~consummate an initial business combination within the time period required by ~~reference~~its Amended and Restated Certificate of Incorporation, the Company intends to dissolve and liquidate in ~~this~~accordance ~~Item~~with 1the provisions of its Amended and Restated Certificate of Incorporation and will redeem all of the shares of outstanding Class A common stock that were included in the units issued in its initial public offering (the “Public Shares”), at a per-share redemption price of approximately $10.0111.

~~Item~~As ~~2.03~~of ~~Creation~~the close of abusiness ~~Direct~~on ~~Financial~~December ~~Obligation~~22, or2022, anthe ~~Obligation~~Public ~~under~~Shares anwill ~~Off-Balance~~be ~~Sheet~~deemed ~~Arrangement~~cancelled ofand awill ~~Registrant~~represent only the right to receive the redemption amount.

OnIn ~~December~~order ~~13,~~to ~~2021,~~provide ~~Healthcare~~for ~~Services~~the ~~Acquisition~~disbursement ~~Corporation~~of (funds from the ~~“Company”)~~trust ~~issued~~account, anthe ~~unsecured~~Company ~~promissory~~has ~~note~~instructed (the ~~“Note”)~~trustee inof the ~~principal~~trust ~~amount~~account ~~of up~~ to ~~$5,000,000~~take toall ~~Healthcare~~necessary ~~Services~~actions ~~Acquisition~~to ~~Holdings~~liquidate ~~LLC (~~the ~~“Sponsor”)~~trust account. The ~~Note~~proceeds ~~does not bear interest and is repayable in full upon consummation~~ of the ~~Company’s~~trust ~~initial~~account ~~business~~will ~~combination~~be (aheld ~~“Business~~in ~~Combination”). If the Company does not complete~~ a ~~Business~~non-interest ~~Combination,~~bearing ~~the~~account ~~Note~~while ~~shall~~awaiting ~~not~~disbursement beto ~~repaid and all amounts owed under it will be forgiven. Upon~~ the ~~consummation~~holders of ~~a Business Combination,~~ the ~~Sponsor~~Public ~~shall~~Shares. ~~have~~Record ~~the~~holders ~~option,~~may ~~but~~redeem ~~not~~their ~~the~~shares ~~obligation, to convert up to $2,000,000 of~~for ~~the~~their ~~Note~~pro torata ~~Warrants~~portion of the ~~Company,~~proceeds ~~at a price~~ of ~~$1.00 per warrant (~~the ~~“Warrants”).~~trust ~~The~~account ~~Warrants~~upon ~~will~~presentation beof ~~identical~~their torespective ~~the~~shares ~~warrants~~or ~~issued~~unit bycertificates ~~the~~or ~~Company~~other todelivery ~~the~~of ~~Sponsor~~their inshares or aunits ~~private~~to ~~placement~~Continental ~~that~~Stock ~~took~~Transfer ~~place~~& ~~simultaneously~~Trust ~~with~~Company, the Company’s ~~initial~~ ~~public~~transfer ~~offering~~agent. ~~The~~Beneficial ~~Note~~owners isof ~~subject~~Public toShares ~~customary~~held ~~events~~in of“street ~~default~~name,” ~~the~~however, ~~occurrence~~will ofnot ~~which~~need ~~automatically~~to ~~trigger~~take any action to receive the ~~unpaid~~redemption ~~principal~~amount. ~~balance~~The redemption of the Public ~~Note~~Shares ~~and~~is ~~all~~expected ~~other~~to ~~sums~~be ~~payable~~completed ~~with~~within ~~regard~~ten tobusiness ~~the~~days ~~Note~~after ~~becoming~~December ~~immediately~~22, ~~due and payable~~2022.

The ~~Note~~Company’s ~~was~~initial ~~issued~~stockholders ~~pursuant~~have towaived ~~the~~their ~~exemption~~redemption ~~from~~rights ~~registration~~with ~~contained~~respect into ~~Section~~its ~~4(a)(2)~~outstanding ofcommon ~~the~~stock ~~Securities~~issued ~~Act~~prior ofto ~~1933,~~the Company’s asinitial ~~amended~~public offering.

~~The~~There ~~Note~~will isbe ~~attached~~no asredemption ~~Exhibit~~rights ~~10.1~~or toliquidating ~~this~~distributions ~~Current~~with ~~Report~~respect ~~on Form 8-K and is incorporated herein by reference. The disclosure set forth in this Item 2.03 is intended~~ to be athe ~~summary~~Company’s ~~only~~warrants, ~~and~~which iswill ~~qualified~~expire ~~in its entirety by reference to the Note~~worthless.

~~Item~~The ~~4.02~~Company ~~Non-Reliance~~expects onthat ~~Previously~~Nasdaq ~~Issued~~will ~~Financial~~file ~~Statements~~a orForm 25 with the United States Securities and Exchange Commission (the “SEC”) to delist the Company’s securities. The Company thereafter expects to file a ~~Related~~Form ~~Audit~~15 ~~Report~~with orthe ~~Completed~~SEC ~~Interim~~to ~~Review~~terminate the registration of its securities under the Securities Exchange Act of 1934, as amended.

~~The~~On ~~Company~~December ~~previously~~15, ~~presented~~2022, ~~a portion of its shares of Class A common stock subject to redemption (~~the ~~“Class A Shares”) as permanent equity because the~~ Company~~’s amended~~ ~~and~~issued ~~restated~~a ~~certificate~~press ofrelease ~~incorporation~~announcing ~~does not permit redemptions of Class A Shares~~ that ~~would cause~~ the Company’s ~~net~~intends ~~tangible assets~~ to bedissolve ~~less than $5,000,001. After discussion~~ and ~~evaluation,~~liquidate ~~the~~in ~~Company~~accordance ~~concluded that all Class A~~with ~~Shares~~the ~~should~~provisions beof ~~classified~~its asAmended ~~temporary~~and ~~equity~~Restated ~~because~~Certificate ~~such~~of ~~shares~~Incorporation ~~can~~and bewill ~~redeemed~~redeem orall ~~become redeemable subject to the occurrence~~ of ~~events~~its ~~outside~~Public ~~the Company’s sole control~~Shares. ~~This~~A ~~reclassification~~copy of ~~equity was reflected in its Quarterly Report on Form 10-Q for~~ the ~~quarterly~~press ~~period~~release ~~ended~~is ~~September~~attached ~~30,~~hereto ~~2021,~~as ~~filed~~Exhibit ~~with~~99.1 ~~the Securities~~ and ~~Exchange~~is ~~Commission~~incorporated onherein ~~November~~by ~~15, 2021 as a revision~~reference.

~~However,~~Item on December 13, 2021, the Audit Committee of the Board of Directors of the Company concluded, after discussion with the Company’s management, that the Company’s audited financial statements for the fiscal year ended December 31, 2020 included in its Annual Report on Form 10-K filed on March 29, 2021 (as further amended on June 24, 2021) and the Company’s unaudited interim financial statements for the quarterly periods ended March 31, 2021, June 30, 2021 and September 30, 2021 included in its Quarterly Reports on Form 10-Q filed on July 8, 2021, August 16, 2021 and November 15, 2021, respectively (collectively, the “Affected Periods”), should no longer be relied upon because the revision should have instead been characterized as a restatement9.01. AsFinancial aStatements ~~result, the Company plans to restate its financial statements for the Affected Periods in an amendment to its Annual Report on Form 10-K for the fiscal year ended December 31, 2020~~ and ~~to its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021~~Exhibits.

As(d) ~~noted~~Exhibits. ~~above,~~The ~~the~~following ~~Company’s~~exhibits ~~management~~are ~~has~~filed ~~concluded~~with ~~that~~this inForm light of the classification error described above, a material weakness exists in the Company’s internal control over financial reporting and that the Company’s disclosure controls and procedures were not effective.8-K:

Notwithstanding the misidentification, management believes that the financial statements included in the December 31, 2020 Annual Report on Form 10-K filed on March 29, 2021 (as further amended on June 24, 2021) and in the September 30, 2021 Quarterly Report on Form 10-Q filed on November 15, 2021 present fairly in all material respects the Company’s financial position, results of operations and cash flows for the periods presented.

Exhibit No.	Description
99.1	Press Release, dated December 15, 2022
104	Cover Page Interactive Data File (formatted as Inline XBRL)

The Company does not expect any of the above changes will have any impact on its cash position and cash held in the trust account.

The Company’s management and the Audit Committee have discussed the matters disclosed in this Current Report on Form 8-K with WithumSmith+Brown, PC, the Company’s independent registered accounting firm.

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

On December 13, David T. Blair resigned as Chief Executive Officer of the Company, effective December 13, 2021. Mr. Blair will continue to serve as the Chairman of the Board of Directors (“Board”). On December 13, 2021, the Board appointed Joshua B. Lynn, the Company’s Chief Financial Officer, to succeed David T. Blair as Chief Executive Officer, effective December 13, 2021.

Mr. Lynn, 41, has served as the Company’s Chief Financial Officer since its inception. From 2012 to 2020, Mr. Lynn was an investor at Caspian Capital LP, an opportunistic credit fund where he ultimately served as a Managing Director, covering the firm’s healthcare portfolio. Mr. Lynn received his B.A. from Emory University and his M.B.A. from the Wharton School of the University of Pennsylvania. Mr. Lynn has resigned from his position as the Company’s Chief Financial Officer.

There are no arrangements or understandings pursuant to which Mr. Lynn was selected for his position. He has no family relationships with any of the Company’s directors or executive officers, and he is not a party to, and he does not have any direct or indirect material interest in, any transaction requiring disclosure under Item 404(a) of Regulation S-K.

The Board has appointed John Stanfield as the Company’s Chief Financial Officer, effective December 13, 2021.

Mr. Stanfield, age 40, has served as senior principal with Stanfield & Associates, a public accounting firm specializing in the private equity industry and international taxation, since 2011. Most recently, Mr. Stanfield has been Co-President of Aequum Capital and the Chief Executive Officer of Lorem LLC. Mr. Stanfield also serves on the Board of Directors of Twist Investment Corporation. Mr. Stanfield received both his B.A and M.S.T. from the University of Illinois Urbana-Champaign and his M.S.A from DePaul University. Mr. Stanfield has been a Certified Public Accountant since 2006.

There are no arrangements or understandings pursuant to which Mr. Stanfield was selected for his position. He has no family relationships with any of the Company’s directors or executive officers, and he is not a party to, and he does not have any direct or indirect material interest in, any transaction requiring disclosure under Item 404(a) of Regulation S-K.

Item 9.01 Financial Statements and Exhibits.

(d)	Exhibits.
10.1	Promissory Note, dated December 13, 2021, issued by Healthcare Services Acquisition Corporation to Healthcare Services Acquisition Holdings LLC

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 13, 2021	Healthcare Services Acquisition Corporation
Dated: December 15, 2022		Healthcare Services Acquisition Corporation
By:	~~By:~~	/s/ Joshua B. Lynn
Name:	~~Name:~~	Joshua B. Lynn
Title:	~~Title:~~	Chief Executive Officer

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