HCAR / Healthcare Services Acquisition Corp - Class A - Depositi SEC, Relazione annuale, dichiarazione di delega

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File No. 001-39823 Healthcare Services Acquisition Corporation (Exact name of registrant

Healthcare Services Acquisition Corporation Announces Liquidation

Exhibit 99.1 Healthcare Services Acquisition Corporation Announces Liquidation Bethesda, MD - Healthcare Services Acquisition Corporation (?Healthcare Services?) (Nasdaq: HCAR, HCARU and HCARW), announced today that, due to its anticipated inability to consummate an initial business combination within the time period required by its Amended and Restated Certificate of Incorporation, Healthcare Ser

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 15, 2022 Healthcare Services Acquisition Corporation (Exact Name of Registrant as Specified in Charter) Delaware 001-39823 85-2754095 (State or Other Jurisdiction of Incorpor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14-A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

PRE 14A 1 brhc10044675pre14a.htm PRE 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14-A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Healthcare Services Acquisition Corporation (Exact na

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Healthcare Services Acquisition Corporation (Exact name of

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Healthcare Services Acquisition Corporation (Exact name o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-39823 Healthcare Serv

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No.2)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No.2) (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-39

Description of the Company’s Securities

Exhibit 4.2 DESCRIPTION OF SECURITIES The following description of the securities of Healthcare Services Acquisition Corporation (the ?company,? ?we? or ?us?) is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to the Company's amended and restated certificate of incorporation, bylaws and the Company's warrant agreement with Continental Sto

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Healthcare Services A

Healthcare Services Acquisition Corp. / GLAZER CAPITAL, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Healthcare Services Acquisition Corp (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 42227K104 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): December 13, 2021 HEALTHCARE SERVICES ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-39823 85-2754095 (State or other jurisdiction

Promissory Note, dated December 13, 2021, by and between the Company and Sponsor (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on December 13, 2021 (File No. 001-39823))

EX-10.1 2 brhc10031756ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 PROMISSORY NOTE Principal Amount: Up to $5,000,000 As of December 13, 2021 Healthcare Services Acquisition Corporation, a Delaware corporation and blank check company (“Maker”), promises to pay to the order of Healthcare Services Acquisition Holdings LLC, a Delaware limited liability company, or its registered assigns or successors in inte

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Healthcare Services Acquisition Corpora

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Healthcare Services Acquisition Corporation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Healthcare Services Acquisition Corporation

Description of the Company’s Securities

Exhibit 4.2 DESCRIPTION OF SECURITIES The following description of the securities of Healthcare Services Acquisition Corporation (the ?company,? ?we? or ?us?) is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to the Company's amended and restated certificate of incorporation, bylaws and the Company's warrant agreement with Continental Sto

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No.1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No.1) (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-39

Healthcare Services Acquisition Corporation Provides Update on Periodic Reporting

Exhibit 99.1 Healthcare Services Acquisition Corporation Provides Update on Periodic Reporting Bethesda, Maryland, June 3, 2021?As previously announced on May 18, 2021, Healthcare Services Acquisition Corporation (Nasdaq: HCAR) (the ?Company?) has determined to restate its 2020 financial statements (the ?Non-Reliance Periods?) in light of the U.S. Securities and Exchange Commission?s (the ?SEC?) r

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

8-K 1 brhc100253108k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 3, 2021 (May 28, 2021) HEALTHCARE SERVICES ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-39823 85-2754095 (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: March 31, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 10-Q ? Transition Report on Form 20-F ? Transition Report on Form 11-K For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 13, 2021 HEALTHCARE SERVICES ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-39823 85-2754095 (State or Other Jurisdiction of Incorporation

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-39823 Healthcare Serv

Description of the Company’s Securities

Exhibit 4.2 DESCRIPTION OF SECURITIES The following description of the securities of Healthcare Services Acquisition Corporation (the "company," "we" or "us") is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to the Company's amended and restated certificate of incorporation, bylaws and the Company's warrant agreement with Continental Sto

Financial Statements and Exhibits, Other Events

8-K 1 nc10018487x28k.htm 8-K 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): December 28, 2020 Healthcare Services Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 001-39823 85-2754095

HEALTHCARE SERVICES ACQUISITION CORPORATION

Exhibit 99.1 HEALTHCARE SERVICES ACQUISITION CORPORATION Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of December 28, 2020 F-3 Notes to Financial Statement F-4 Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Healthcare Services Acquisition Corporation Opinion on the Financial Statement We have audited the acc

Healthcare Services Acquisition Corporation Announces the Separate Trading of its Class A Common Stock and Redeemable Warrants Commencing January 5, 2021

Exhibit 99.2 Healthcare Services Acquisition Corporation Announces the Separate Trading of its Class A Common Stock and Redeemable Warrants Commencing January 5, 2021 Bethesda, MD – January 4, 2021 – Healthcare Services Acquisition Corporation (“the Company”) announced that, commencing January 5, 2021, holders of the units sold in the Company’s initial public offering of 33,120,000 units may elect

Warrant Agreement, dated December 22, 2020, between the Company and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on December 30, 2020 (File No. 001-39823))

EX-4.1 4 nc10018487x1ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of December 22, 2020, is by and between Healthcare Services Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent,” also referred to here

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

8-K 1 nc10018487x18k.htm FORM 8-K 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): December 22, 2020 Healthcare Services Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 001-39823 85-27

Form of Indemnification Agreement, dated December 22, 2020, between the Company and each of the officers and directors of the Company (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K, filed on December 30, 2020 (File No. 001-39823))

Exhibit 10.6 INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”) is made and entered into as of this 22nd day of December, 2020, by and between Healthcare Services Acquisition Corporation, a Delaware corporation (the “Company”), and (“Indemnitee”). WHEREAS, in light of the litigation costs and risks to directors and officers resulting from their service to companies, and the des

Letter Agreement, dated December 22, 2020, among the Company, Healthcare Services Acquisition Holdings, LLC and each of the Company's officers and directors (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed on December 30, 2020 (File No. 001-39823))

Exhibit 10.4 December 22, 2020 Healthcare Services Acquisition Corporation 7809 Woodmont Avenue, Suite 200 Bethesda, MD 20814 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Healthcare Services Acquisition Corporation, a Dela

HEALTHCARE SERVICES ACQUISITION CORPORATION a Delaware company 28,800,000 Units UNDERWRITING AGREEMENT

Exhibit 1.1 HEALTHCARE SERVICES ACQUISITION CORPORATION a Delaware company 28,800,000 Units UNDERWRITING AGREEMENT Dated: December 22, 2020 Healthcare Services Acquisition Corporation (a Delaware company) 28,800,000 Units UNDERWRITING AGREEMENT December 22, 2020 B. Riley Securities, Inc. 299 Park Avenue New York, New York 10171 Ladies and Gentlemen: Healthcare Services Acquisition Corporation (the

Investment Management Trust Agreement, dated December 22, 2020, between the Company and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on December 30, 2020 (File No. 001-39823))

EX-10.2 6 nc10018487x1ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of December 22, 2020, by and between Healthcare Services Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Tru

Warrant Purchase Agreement, dated December 22, 2020, between the Company and Healthcare Services Acquisition Holdings, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on December 30, 2020 (File No. 001-39823))

EX-10.1 5 nc10018487x1ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 WARRANT PURCHASE AGREEMENT THIS WARRANT PURCHASE AGREEMENT (as it may from time to time be amended, this “Agreement”), dated as of December 22, 2020, is entered into by and among Healthcare Services Acquisition Corporation, a Delaware corporation (the “Company”), and Healthcare Services Acquisition Holdings LLC, a Delaware limited liabilit

Administrative Services Agreement, dated December 22, 2020, between the Company and Healthcare Services Acquisition Holdings, LLC (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K, filed on December 30, 2020 (File No. 001-39823))

Exhibit 10.5 HEALTHCARE SERVICES ACQUISITION CORPORATION 7809 Woodmont Avenue, Suite 200 Bethesda, MD 20814 December 22, 2020 Healthcare Services Acquisition Holdings LLC 7809 Woodmont Avenue, Suite 200 Bethesda, MD 20814 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement by and between Healthcare Services Acquisition Corporation (the “Company”) and Healthcare Servic

Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on December 30, 2020 (File No. 001-39823))

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF HEALTHCARE SERVICES ACQUISITION CORPORATION December 22, 2020 Healthcare Services Acquisition Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Healthcare Services Acquisition Corporation”. The original cert

Registration and Stockholder Rights Agreement, dated December 22, 2020, among the Company, Healthcare Services Acquisition Holdings, LLC and the other Holders (as defined therein) signatory thereto (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed on December 30, 2020 (File No. 001-39823))

Exhibit 10.3 REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of December 22, 2020, is made and entered into by and among Healthcare Services Acquisition Corporation, a Delaware corporation (the “Company”), Healthcare Services Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”), and the undersig

$288,000,000 Healthcare Services Acquisition Corporation 28,800,000 Units

TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(4) Registration Statement No. 333-249389 Registration Statement No. 333-251618 PROSPECTUS $288,000,000 Healthcare Services Acquisition Corporation 28,800,000 Units Healthcare Services Acquisition Corporation is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase

- S-1MEF

As filed with the Securities and Exchange Commission on December 22, 2020 Registration No.

- FORM 8-A12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A For Registration of Certain Classes of Securities Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 HEALTHCARE SERVICES ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Delaware 85-2754095 (State or other jurisdiction of incorporation or organization) (I.R.S. Employe

Healthcare Services Acquisition Corporation 7809 Woodmont Avenue Suite 200 Bethesda, MD 20814 December 18, 2020

Healthcare Services Acquisition Corporation 7809 Woodmont Avenue Suite 200 Bethesda, MD 20814 December 18, 2020 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

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CORRESP 1 filename1.htm VIA EDGAR December 18, 2020 United States Securities and Exchange Commission Division of Corporation Finance Office of Real Estate and Construction 100 F Street, N.E. Washington, D.C. 20549 Re: Registration Statement on Form S-1 (File No. 333-249389) Ladies and gentlemen, Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended

- S-1/A

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on December 11, 2020 Registration No.

INDEMNIFICATION AGREEMENT

Exhibit 10.6 INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”) is made and entered into as of this day of , 2020, by and between Healthcare Services Acquisition Corporation, a Delaware corporation (the “Company”), and (“Indemnitee”). WHEREAS, in light of the litigation costs and risks to directors and officers resulting from their service to companies, and the desire of the Co

INVESTMENT MANAGEMENT TRUST AGREEMENT

Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2020, by and between Healthcare Services Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”). WHEREAS, the Company’s registration statement

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION HEALTHCARE SERVICES ACQUISITION CORPORATION ____________, 2020

EX-3.2 3 nt10015116x3ex3-2.htm EXHIBIT 3.2 Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF HEALTHCARE SERVICES ACQUISITION CORPORATION , 2020 Healthcare Services Acquisition Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Healthcare Services Acquisition

- FORM S-1/A

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on October 20, 2020 Registration No.

Bylaws (incorporated by reference to Exhibit 3.3 to the Company’s Registration Statement on Form S-1, filed on December 11, 2020 (File No. 333-249389))

Exhibit 3.3 BYLAWS OF HEALTHCARE SERVICES ACQUISITION CORPORATION (THE “CORPORATION”) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation’s register

WARRANT AGREEMENT

Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2020, is by and between Healthcare Services Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”). WHEREAS, the Company i

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ROPES & GRAY LLP 1211 AVENUE OF THE AMERICAS NEW YORK, NY 10036-8704 WWW.ROPESGRAY.COM October 20, 2020 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N.E. Washington, D.C. 20549 Attention: Erin E. Martin James Lopez Re: Healthcare Services Acquisition Corporation Registration Statement on Form S-1 Filed October

HEALTHCARE SERVICES ACQUISITION CORPORATION a Delaware company 30,000,000 Units UNDERWRITING AGREEMENT

Exhibit 1.1 HEALTHCARE SERVICES ACQUISITION CORPORATION a Delaware company 30,000,000 Units UNDERWRITING AGREEMENT Dated: October [●], 2020 Healthcare Services Acquisition Corporation (a Delaware company) 30,000,000 Units UNDERWRITING AGREEMENT October [●], 2020 BofA Securities, Inc. as Representative of the several Underwriters c/o BofA Securities, Inc. One Bryant Park New York, New York 10036 La

[Signature Page to Insider Letter]

Exhibit 10.1 [ ], 2020 Healthcare Services Acquisition Corporation 7809 Woodmont Avenue, Suite 200 Bethesda, MD 20814 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Healthcare Services Acquisition Corporation, a Delaware cor

Registration Statement - S-1

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on October 8, 2020 Registration No.

Consent to be Named as a Director Nominee

Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by Healthcare Services Acquisition Corporation of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directo

CERTIFICATE OF INCORPORATION HEALTHCARE SERVICES ACQUISITION CORPORATION August 26, 2020

Exhibit 3.1 CERTIFICATE OF INCORPORATION OF HEALTHCARE SERVICES ACQUISITION CORPORATION August 26, 2020 The undersigned, for the purposes of forming a corporation under the laws of the State of Delaware, does make, file, and record this Certificate of Incorporation (the “Certificate”), and does hereby certify as follows: ARTICLE I NAME The name of the corporation is Healthcare Services Acquisition

Consent to be Named as a Director Nominee

Exhibit 99.1 Consent to be Named as a Director Nominee In connection with the filing by Healthcare Services Acquisition Corporation of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directo

WARRANT AGREEMENT

Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2020, is by and between Healthcare Services Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”). WHEREAS, the Company i

HEALTHCARE SERVICES ACQUISITION CORPORATION 7809 Woodmont Avenue, Suite 200 Bethesda, MD 20814

Exhibit 10.8 HEALTHCARE SERVICES ACQUISITION CORPORATION 7809 Woodmont Avenue, Suite 200 Bethesda, MD 20814 [ ], 2020 Healthcare Services Acquisition Holdings LLC 7809 Woodmont Avenue, Suite 200 Bethesda, MD 20814 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement by and between Healthcare Services Acquisition Corporation (the “Company”) and Healthcare Services Acqui

SUBSCRIPTION AGREEMENT

Exhibit 10.9 THE SECURITIES DESCRIBED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE OR ANY OTHER JURISDICTION. THERE ARE FURTHER RESTRICTIONS ON THE TRANSFERABILITY OF THE SECURITIES DESCRIBED HEREIN. THE PURCHASE OF THE SECURITIES INVOLVES A HIGH DEGREE OF RISK AND SHOULD BE CONSIDERED ONLY BY PERSONS WHO CAN BEAR THE RISK OF THE LOSS OF THEI

PROMISSORY NOTE

Exhibit 10.7 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

SEE REVERSE FOR CERTAIN DEFINITIONS HEALTHCARE SERVICES ACQUISITION CORPORATION UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-HALF OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COM

Exhibit 4.1 NUMBER U- UNITS CUSIP [ ] SEE REVERSE FOR CERTAIN DEFINITIONS HEALTHCARE SERVICES ACQUISITION CORPORATION UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-HALF OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) share of Class A com

WARRANT PURCHASE AGREEMENT

EX-10.4 8 nt10015116x2ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 WARRANT PURCHASE AGREEMENT THIS WARRANT PURCHASE AGREEMENT (as it may from time to time be amended, this “Agreement”), dated as of [ ], 2020, is entered into by and among Healthcare Services Acquisition Corporation, a Delaware corporation (the “Company”), and Healthcare Services Acquisition Holdings LLC, a Delaware limited liability compan

Consent to be Named as a Director Nominee

Exhibit 99.2 Consent to be Named as a Director Nominee In connection with the filing by Healthcare Services Acquisition Corporation of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directo

Healthcare Services Acquisition Corporation 7809 Woodmont Avenue, Suite 200 Bethesda, MD 20814

Exhibit 10.3 Healthcare Services Acquisition Corporation 7809 Woodmont Avenue, Suite 200 Bethesda, MD 20814 Healthcare Services Acquisition Holdings LLC September 2, 2020 7809 Woodmont Avenue, Suite 200 Bethesda, MD 20814 RE: Securities Subscription Agreement Ladies and Gentlemen: We are pleased to accept the offer Healthcare Services Acquisition Holdings LLC (the “Subscriber” or “you”) has made t

HEALTHCARE SERVICES ACQUISITION CORPORATION INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK

EX-4.2 4 nt10015116x2ex4-2.htm EXHIBIT 4.2 Exhibit 4.2 NUMBER SHARES C- CUSIP [ ] SEE REVERSE FOR CERTAIN DEFINITIONS HEALTHCARE SERVICES ACQUISITION CORPORATION INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK This certifies that is the owner of fully paid and non-assessable shares of the par value of $0.0001 each of the Class A common stock of Healthcare Services Acquisi

REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT

EX-10.5 9 nt10015116x2ex10-5.htm EXHIBIT 10.5 Exhibit 10.5 REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2020, is made and entered into by and among Healthcare Services Acquisition Corporation, a Delaware corporation (the “Company”), Healthcare Services Acquisition Holdings LLC, a Delaware limited liability com

[Signature Page to Insider Letter]

Exhibit 10.1 [ ], 2020 Healthcare Services Acquisition Corporation 7809 Woodmont Avenue, Suite 200 Bethesda, MD 20814 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Healthcare Services Acquisition Corporation, a Delaware cor

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TABLE OF CONTENTS As submitted confidentially to the U.S. Securities and Exchange Commission on September 21, 2020. This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333-    UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRAT

PROMISSORY NOTE

EX-10.7 4 filename4.htm Exhibit 10.7 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND S

Healthcare Services Acquisition Corporation 7809 Woodmont Avenue, Suite 200 Bethesda, MD 20814

EX-10.3 3 filename3.htm Exhibit 10.3 Healthcare Services Acquisition Corporation 7809 Woodmont Avenue, Suite 200 Bethesda, MD 20814 Healthcare Services Acquisition Holdings LLC September 2, 2020 7809 Woodmont Avenue, Suite 200 Bethesda, MD 20814 RE: Securities Subscription Agreement Ladies and Gentlemen: We are pleased to accept the offer Healthcare Services Acquisition Holdings LLC (the “Subscrib

CERTIFICATE OF INCORPORATION HEALTHCARE SERVICES ACQUISITION CORPORATION August 26, 2020

EX-3.1 2 filename2.htm Exhibit 3.1 CERTIFICATE OF INCORPORATION OF HEALTHCARE SERVICES ACQUISITION CORPORATION August 26, 2020 The undersigned, for the purposes of forming a corporation under the laws of the State of Delaware, does make, file, and record this Certificate of Incorporation (the “Certificate”), and does hereby certify as follows: ARTICLE I NAME The name of the corporation is Healthca