Item 3.01(a) Notice of Delisting or Failure to Satisfy a Continued Listing Rule
or Standard; Transfer of Listing
On May 28, 2021, Healthcare Services Acquisition Corporation (the "Company")
received a Notification of Deficiency by the Listing Qualifications Department
at The Nasdaq Stock Market LLC ("Nasdaq") which stated that, because the Company
had not as of the date of the letter filed its Form 10-Q for the period ended
March 31, 2021 (the "Form 10-Q"), it is in violation of Nasdaq Listing Rule
5250(c)(1).
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") recently issued "Staff
Statement on Accounting and Reporting Considerations for Warrants Issued by
Special Purpose Acquisition Companies ("SPACs")" (the "Staff Statement"). This
Staff Statement issued on April 12, 2021 informed market participants that
warrants issued by SPACs and former SPACs may need to be reclassified as
liabilities with non-cash fair value adjustments recorded in earnings at each
reporting period. The Company had previously classified its issued warrants as
equity. The Company is working diligently with its auditors in order to finalize
and to file an amendment to its Annual Report on Form 10-K for the year ended
December 31, 2020 (the "Form 10-K/A") reflecting the reclassification of the
warrants for the Non-Reliance Periods as soon as practicable. The adjustments to
the financial statement items for the Non-Reliance Periods will be set forth
through disclosures in the financial statements included in the Form 10-K/A.
Given the time and focus dedicated to the restatement process and the completion
and filing of the Company's Form 10-K/A, the Company requires additional time to
complete its customary quarterly review and reporting process and the filing of
its Form 10-Q. The Form 10-Q will be filed as soon as is practicable after the
filing of the Form 10-K/A.
As required by Nasdaq rules, on June 3, 2021, the Company issued a press release
regarding the matters described in this Item 3.01. A copy of the press release
is included as Exhibit 99.1 to this Current Report and incorporated herein by
reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press Release, dated June 3, 2021
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