References to the "Company," "our," "us" or "we" refer to Revolution Healthcare Acquisition Corp. The following discussion and analysis of the Company's financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Cautionary Note Regarding Forward-Looking Statements



This Quarterly Report on Form
10-Q
includes forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"). We have
based these forward-looking statements on our current expectations and
projections about future events. These forward-looking statements are subject to
known and unknown risks, uncertainties and assumptions about us that may cause
our actual results, levels of activity, performance or achievements to be
materially different from any future results, levels of activity, performance or
achievements expressed or implied by such forward-looking statements. In some
cases, you can identify forward-looking statements by terminology such as "may,"
"should," "could," "would," "expect," "plan," "anticipate," "believe,"
"estimate," "continue," or the negative of such terms or other similar
expressions. Such statements include, but are not limited to, possible business
combinations and the financing thereof, and related matters, as well as all
other statements other than statements of historical fact included in this Form
10-Q.
Factors that might cause or contribute to such a discrepancy include, but are
not limited to, those described in our other Securities and Exchange Commission
("SEC") filings.

Overview

We are a blank check company incorporated in Delaware on January 11, 2021, for the purpose of effectuating a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (herein referred to as "Initial Business Combination"). Our initial stockholders are REV Sponsor LLC, a Delaware limited liability company (our "Sponsor"), and Health Assurance Economy Foundation, a charitable foundation ("Foundation", and together with the Sponsor, collectively, the "Initial Stockholders"), and includes any other holders of Alignment Shares.



The registration statement for our initial public offering was declared
effective on March 17, 2021, the "Initial Public Offering." On March 22, 2021,
we consummated the Initial Public Offering of 55,000,000 Stakeholder Aligned
Initial Listing securities, or SAIL
SM
securities (each, a "SAIL", and collectively, "SAILs"), including 5,000,000
SAILs as a result of the underwriters' exercise in part of their over-allotment
option. The SAILs were sold at an offering price of $10.00 per SAIL, generating
gross proceeds of $550.0 million, and incurring offering costs of approximately
$31.0 million, of which approximately $19.3 million was for deferred
underwriting commissions.

Simultaneously with the closing of the Initial Public Offering, we consummated the private placement ("Private Placement") of 12,000,000 warrants (each, a "Private Placement Warrant" and collectively, the "Private Placement Warrants"), at a price of $1.50 per Private Placement Warrant with our Sponsor, generating gross proceeds of $18.0 million.



Upon the closing of the Initial Public Offering and the Private Placement,
$550.0 million ($10.00 per Unit) of the net proceeds of the sale of the Units in
the Initial Public Offering and the Private Placement were placed in a trust
account ("Trust Account") located in the United States, with Continental Stock
Transfer & Trust Company acting as trustee, and will be invested only in U.S.
"government securities," within the meaning set forth in Section 2(a)(16) of the
Investment Company Act of 1940, as amended (the "Investment Company Act"), with
a maturity of 185 days or less, or in money market funds meeting the conditions
of paragraphs (d)(2), (d)(3) and (d)(4) of Rule
2a-7
under the Investment Company Act, which invest only in direct U.S. government
treasury obligations, as determined by us, until the earlier of: (i) the
completion of an Initial Business Combination and (ii) the distribution of the
Trust Account as described below.

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If we do not complete an Initial Business Combination within this period of time
(and stockholders do not approve an amendment to the amended and restated
certificate of incorporation to extend this date), it will (i) cease all
operations except for the purpose of winding up, (ii) as promptly as reasonably
possible but not more than ten business days thereafter, redeem the Public
Shares, at a
per-share
price, payable in cash, of $10.00, and (iii) as promptly as reasonably possible
following such redemption, subject to the approval of the remaining stockholders
and the board of directors, liquidate and dissolve, subject in the case of
clauses (ii) and (iii), to our obligations under Delaware law to provide for
claims of creditors and in all cases subject to the other requirements of
applicable law. The Initial Stockholders, officers and directors entered into a
letter agreement with us, pursuant to which they agreed to (i) waive their
redemption rights with respect to any Alignment Shares and Public Shares they
hold in connection with the completion of the Initial Business Combination,
(ii) waive their redemption rights with respect to any Alignment Shares and
Public Shares they hold in connection with a stockholder vote to approve an
amendment to our amended and restated certificate of incorporation to modify the
substance or timing of our obligation to redeem 100% of its Public Shares if we
have not consummated an Initial Business Combination within the Business
Combination Period (as defined in Note 1) or with respect to any other material
provisions relating to stockholders' rights or
pre-combination
transaction activity and (iii) waive their rights to liquidating distributions
from the Trust Account with respect to any Alignment Shares they hold if we fail
to complete the an Initial Business Combination within the Business Combination
Period (although they will be entitled to liquidating distributions from the
Trust Account with respect to any Public Shares they hold if we fail to complete
an Initial Business Combination within the Business Combination Period).

Results of Operations

Our entire activity from January 11, 2021 (inception) through June 30, 2022, was in preparation for our Initial Public Offering, and since our Initial Public Offering, our activity has been limited to the search for a prospective Initial Business Combination. We will not generate any operating revenues until the closing and completion of our initial Business Combination. We generate non-operating income in the form of investment income from our investments held in the Trust Account. We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the three months ended June 30, 2022, we had net income of approximately $4.5 million, which consisted of approximately $4.8 million for change in fair value of derivative warrant liabilities, approximately $470,000 of income from investments held in Trust Account, offset by approximately $646,000 of general and administrative expenses, approximately $49,000 of franchise tax expense, and approximately $91,000 of income tax expense.

For the three months ended June 30, 2021, we had net income of approximately $19.3 million, which consisted of $20.1 million for change in fair value of derivative warrant liabilities, approximately $22,000 of income from investments held in Trust Account, partially offset by approximately $766,000 of general and administrative expenses, and approximately $49,000 of franchise tax expense.

For the six months ended June 30, 2022, we had net income of approximately $10.8 million, which consisted of approximately $11.9 million for change in fair value of derivative warrant liabilities, approximately $539,000 of income from investments held in Trust Account, offset by approximately $1.4 million of general and administrative expenses, approximately $63,000 of franchise tax expense, and approximately $91,000 of income tax expense.

For period from January 11, 2021 (inception) through June 30, 2021, we had net income of approximately $6.9 million, which consisted of $9.2 million for change in fair value of derivative warrant liabilities, approximately $37,000 of income from investments held in Trust Account, offset by approximately $1.4 million of financing costs-derivative warrant liabilities, approximately $818,000 of general and administrative expenses, and approximately $92,000 of franchise tax expense.

Liquidity, Capital Resources and Going Concern

As of June 30, 2022, we had approximately $2.0 million in cash and working capital of approximately $2.5 million, not taking into account tax obligation of approximately $107,000 that may be paid from income from investments held in the Trust Account.


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Our liquidity needs to date have been satisfied through a cash contribution of $25,000 from our Sponsor to purchase Alignment Shares, a loan of approximately $277,000 from our Sponsor pursuant to the Note (as defined in Note 4), and the proceeds from the consummation of the Private Placement not held in the Trust Account. Then, we repaid the Note in full on March 24, 2021. In addition, in order to finance transaction costs in connection with an Initial Business Combination, our Sponsor or an affiliate of our Sponsor, or certain of our officers and directors may, but are not obligated to, provide us Working Capital Loans. As of June 30, 2022 and December 31, 2021, there were no amounts outstanding under any Working Capital Loans (as defined in Note 4).


Based on the foregoing, management believes that we will have sufficient working
capital and borrowing capacity to meet its needs through the earlier of the
consummation of an Initial Business Combination or one year from this filing.
However, in connection with our assessment of going concern considerations in
accordance with FASB ASC Topic
205-40,
"Presentation of Financial Statements-Going Concern," we have until March 22,
2023 to consummate a Business Combination. It is uncertain that we will be able
to consummate a Business Combination by this time. If a Business Combination is
not consummated by this date, there will be a mandatory liquidation and
subsequent dissolution of the Company. Management has determined that the
mandatory liquidation, should a Business Combination not occur, and potential
subsequent dissolution raises substantial doubt about our ability to continue as
a going concern. No adjustments have been made to the carrying amounts of assets
or liabilities should we be required to liquidate after March 22, 2023. We
intend to complete a Business Combination by the required liquidation date
March 22, 2023.

Critical Accounting Policies


The preparation of financial statements in accordance with accounting principles
generally accepted in the United States of America ("GAAP") requires management
to make estimates and judgments that affect the reported amounts of assets,
liabilities, revenues and expenses. A summary of our significant accounting
policies is included in Note 2 to our condensed financial statements in Part I,
Item 1 of this Quarterly Report. Certain of our accounting policies are
considered critical, as these policies are the most important to the depiction
of our financial statements and require significant, difficult or complex
judgments, often employing the use of estimates about the effects of matters
that are inherently uncertain. Such policies are summarized in the Management's
Discussion and Analysis of Financial Condition and Results of Operations section
in our 2021 Annual Report on Form
10-K
filed with the SEC on March 21, 2022. There have been no significant changes in
the application of our critical accounting policies during the six months ended
June 30, 2022.

We believe that our critical accounting policies and estimates have a higher degree of inherent uncertainty and require our most significant judgments. There were no changes in our critical accounting policies and estimates during the six months ended June 30, 2022 from those set forth in "Critical Accounting Policies" in our December 31, 2021 Annual Report on Form 10-K filed with the SEC on March 21, 2022.

Recent Accounting Pronouncements

The information set forth in Note 2 of the Notes to the unaudited condensed Financial Statements in Part I, Item 1 of this Quarterly Report, relating to a discussion of recent accounting pronouncements, is hereby incorporated by reference herein.

Contractual Obligations

We do not have any long-term debt obligations, capital lease obligations, operating lease obligations, purchase obligations, other than for an agreement to pay our Sponsor $10,000 per month for office space, secretarial and administrative support provided to members of our management team. In addition, each independent director will receive quarterly cash compensation of $50,000 and $75,000 (or between $200,000 and $300,000 in the aggregate per year).


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Registration Rights

The holders of the Alignment Shares, Private Placement Warrants, and Private Placement Warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock into which such securities may convert and that may be issued upon conversion of Working Capital Loans and upon conversion of the Alignment Shares) were entitled to registration rights pursuant to a registration rights agreement signed upon the effective date of the Initial Public Offering, requiring us to register such securities for resale. The holders of these securities were entitled to make up to three demands, excluding short form demands, that we registered such securities. In addition, the holders have certain "piggy-back" registration rights with respect to registration statements filed subsequent to the completion of the Initial Business Combination. We will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement



We granted the underwriter a
45-day
option to purchase up to 7,500,000 additional SAILs, to cover any
over-allotment, at the initial public offering price less the underwriting
discounts and commissions. On March 22, 2021, the underwriters partially
exercised the over-allotment option to purchase an additional 5,000,000 SAILs.

The underwriter was entitled to an underwriting discount of $0.20 per SAIL, or $11.0 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per SAIL, or approximately $19.3 million in the aggregate will be payable to the underwriter for deferred underwriting commissions. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes an Initial Business Combination, subject to the terms of the underwriting agreement.

JOBS Act



The Jumpstart Our Business Startups Act of 2012 (the "JOBS Act") contains
provisions that, among other things, relax certain reporting requirements for
qualifying public companies. We qualify as an "emerging growth company" and
under the JOBS Act are allowed to comply with new or revised accounting
pronouncements based on the effective date for private (not publicly traded)
companies. We are electing to delay the adoption of new or revised accounting
standards, and as a result, we may not comply with new or revised accounting
standards on the relevant dates on which adoption of such standards is required
for
non-emerging
growth companies. As a result, the condensed financial statements may not be
comparable to companies that comply with new or revised accounting
pronouncements as of public company effective dates.

Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an "emerging growth company," we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor's attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the Public Company Accounting Oversight Board (the "PCAOB") regarding mandatory audit firm rotation or a supplement to the auditor's report providing additional information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the Chief Executive Officer's compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our Initial Public Offering or until we are no longer an "emerging growth company," whichever is earlier.

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