REVHU Revolution Healthcare Acquisition Corporation

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant  ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

REVOLUTION HEALTHCARE ACQUISITION CORP.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

PRELIMINARY PROXY STATEMENT – SUBJECT TO COMPLETION, DATED OCTOBER 24, 2022

REVOLUTION HEALTHCARE ACQUISITION CORP.

20 University Road

Cambridge, Massachusetts 02138

The Company will transact no other business at the Special Meeting, except such business as may properly come before the Special Meeting or any adjournments or postponements thereof.

Each of the Amendment Proposals is cross-conditioned on the approval of each other. Each of the Amendment Proposals and the Adjournment Proposal is more fully described in the accompanying proxy statement, which you are encouraged to read carefully.

The purpose of the Amendment Proposals is to allow the Company to return capital to stockholders prior to the Original Termination Date. The Company’s board of directors (the “Board”) believes returning capital from the Trust Account to our stockholders is in the best interests of the Company and our stockholders.

Pursuant to our Charter, our stockholders may request that the Company redeem all or a portion of such stockholder’s shares of Class A Common Stock for cash if the Amendment Proposals are approved for a per-share price equal to the aggregate amount then on deposit in the trust account established in connection with the IPO (the “Trust Account”), including interest not previously released to the Company to pay its franchise and income taxes (less up to $100,000 of such interest to pay dissolution expenses), divided by the number of then-issued and outstanding shares of Class A Common Stock, regardless of how such public stockholders vote on the Amendment Proposals or if they vote at all (the “Voluntary Redemption”); provided, we will not redeem shares of our Class A Common Stock pursuant to the Voluntary Redemption to the extent that such Voluntary Redemptions would cause us to have less than $5,000,001 of net tangible assets following approval of the Amendments (such limitation, the “Redemption Limitation”). However, public stockholders will not have their shares redeemed pursuant to Voluntary Redemption unless the Amendment Proposals are approved and the Amendments are implemented.

If the Amendment Proposals are approved and the Amendments are implemented, we will (i) on the Amended Termination Date cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem all of our shares of Class A Common Stock that were redeemed by our stockholders pursuant to the Voluntary Redemption, after giving effect to the Redemption Limitation, and also redeem all other issued and outstanding shares of our Class A Common Stock that would not otherwise be redeemed pursuant to the Voluntary Redemption, after giving effect to the Redemption Limitation, in each case, at a per-share redemption price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Company to pay its franchise and income taxes (less up to $100,000 of such interest to pay dissolution expenses), divided by the number of our then-issued and outstanding shares of Class A Common Stock, which redemptions will completely extinguish the rights of our public stockholders (including the right to receive further liquidating distributions from us, if any), and (iii) as promptly as reasonably possible following such redemptions, subject to the approval of the remaining stockholder(s) of the Company and the Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Company’s obligations under the General Corporation Law of the State of Delaware (the “DGCL”) to provide for claims of creditors and other requirements of applicable law.

There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete a Business Combination by the Original Termination Date or, if the Amendment Proposals are approved, the Amended Termination Date.

Based upon the amount held in the Trust Account as of                 , 2022, which was $                , the Company estimates that the per-share price at which shares of Class A Common Stock may be redeemed from cash held in the Trust Account will be approximately $                 at the time of the Special Meeting. The closing price of a share of Class A Common Stock on                 , 2022 was $                . The Company cannot assure stockholders that they will be able to sell their shares of Class A Common Stock in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when such stockholders wish to sell their shares.

You will be entitled to receive cash for any of our shares of Class A Common Stock redeemed by you pursuant to the Voluntary Redemption only if you:

Holders of our public units must elect to separate such public units into the underlying shares of Class A Common Stock and public warrants prior to exercising redemption rights with respect to our shares of Class A Common Stock pursuant to the Voluntary Redemption. If holders hold their public units in an account at a brokerage firm or bank, holders must notify their broker or bank, as applicable, that they elect to separate the units into the underlying shares of Class A Common Stock and public warrants, or if a holder holds public units registered in its, his or her own name, the holder must contact the transfer agent directly and instruct it to do so. Your broker, bank or other nominee may have an earlier deadline by which you must provide instructions to separate the units into the underlying shares of Class A Common Stock and public warrants in order to exercise redemption rights pursuant to the Voluntary Redemption with respect to our shares of Class A Common Stock underlying our public units, so you should contact your broker, bank or other nominee or intermediary. Stockholders may elect to redeem all or a portion of their shares of Class A Common Stock pursuant to the Voluntary Redemption even if they vote against the Amendment Proposals. Notwithstanding the foregoing, stockholders will not have their shares of Class A Common Stock redeemed pursuant to Voluntary Redemption unless the Amendment Proposals are approved and the Amendments are implemented.

If the Amendment Proposals are approved and the Amendments are implemented, we will (i) on the Amended Termination Date cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem all of our shares of Class A Common Stock that were redeemed by our stockholders pursuant to the Voluntary Redemption, after giving effect to the Redemption Limitation, and also redeem all other issued and outstanding shares of our Class A Common Stock that would not otherwise redeemed pursuant to the Voluntary Redemption, after giving effect to the Redemption Limitation, in each case, at a per-share redemption price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Company to pay its franchise and income taxes (less up to $100,000 of such interest to pay dissolution expenses), divided by the number of our then-issued and outstanding shares of Class A Common Stock, which redemptions will completely extinguish the rights of our public stockholders (including the right to receive further liquidating distributions from us, if any), and (iii) as promptly as reasonably possible following such redemptions, subject to the approval of the remaining stockholder(s) of the Company and the Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Company’s obligations under the General Corporation Law of the State of Delaware (the “DGCL”) to provide for claims of creditors and other requirements of applicable law.

You are not being asked to vote on an initial Business Combination at this time. We have determined that it is very unlikely that we will be able to complete a Business Combination by the Original Termination Date or, if the Amendment Proposals are approved and the Amendments are implemented, the Amended Termination Date. If the Amendment Proposals are approved and the Amendments are implemented, we plan to cease all operations on the Amended Termination Date except for the purpose of winding up and redeeming all of our outstanding shares of Class A Common Stock promptly thereafter, which the Board believes is in the best interests of the Company and its stockholders.

The Board believes that the current provisions of the Charter and the existing Trust Agreement are intended to protect our stockholders from having to sustain their investment in our shares of Class A Common Stock for an unreasonably long period if we were unable to find a suitable Business Combination partner by the Original Termination Date. However, even though the Board has determined that it is very unlikely that we would be able to complete a Business Combination before the Original Termination Date, in the absence of an amendment to the Charter and Trust Agreement, we are not permitted by the existing Charter and Trust Agreement to return the funds in the Trust Account to public stockholders by way of liquidating the Trust Account until after the Original Termination Date, and the public stockholders may only exercise their redemption rights in connection with a stockholder vote on a proposed Business Combination or upon the vote by the stockholders of the Company to approve an amendment to the Charter relating to specified rights of holders of shares Class A Common Stock.

The securities offered in our IPO were units comprised of one share of Class A Common Stock and one-fifth of one redeemable warrant. If the Amendment Proposals are approved and the Amendments are implemented, we plan to voluntarily delist our shares of Class A Common Stock, public units and public warrants from the Nasdaq Capital Market (“Nasdaq”) as soon as practicable after the Amended Termination Date, subject to the rules of Nasdaq and our Charter, as amended.

For further details about the reasons for the Amendment Proposals, see the sections titled “Proposal No. 1 — The Charter Amendment Proposal — Reasons for the Charter Amendment Proposal” and “Proposal No. 2 — The Trust Amendment Proposal — Reasons for the Trust Amendment Proposal,” respectively, of this proxy statement.

We reserve the right to move to adjourn the Special Meeting in the event that the Board determines before the Special Meeting that is not necessary or no longer desirable to proceed with the Amendment Proposals. In that event, at the Special Meeting we will ask our stockholders to vote only upon the Adjournment Proposal and not on the Amendment Proposals.

Approval of each of the Amendment Proposals requires the affirmative vote of the holders of at least 65% of the then-outstanding shares of Class A Common Stock and Class B common stock, par value $0.0001 per share, of the Company (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”) entitled to vote thereon, voting together as a single class. As of the Record Date, the Sponsor, the Company’s officers and directors, and Health Assurance Economy Foundation, a charitable foundation (“Foundation”, and together with the Sponsor, collectively, the “Initial Stockholders”) and their permitted transferees collectively own shares of Class B Common Stock of the Company that entitles such holders, in the aggregate, to 20% of the aggregate voting power of the then-issued and outstanding shares of Class A Common Stock of the Company (the “Class A Common Stock”) and Class B Common Stock of the Company (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”) entitled to vote thereon, voting together as a single class, and are expected to vote all of their shares in favor of each proposal to be voted upon by our stockholders at the Special Meeting.

Approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority of the then-outstanding shares of Common Stock present at the Special Meeting and entitled to vote thereon, voting together as a single class.

THE COMPANY’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE AMENDMENT PROPOSALS AND THE ADJOURNMENT PROPOSAL.

The Board has fixed 5:00 p.m., New York City Time, on                , 2022, as the record date for the Special Meeting (the “Record Date”). Only stockholders of record on                , 2022, are entitled to notice of and to vote at the Special Meeting or any adjournment or postponement thereof. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement.

You will be able to attend the Special Meeting online, vote, view the list of stockholders entitled to vote at the Special Meeting and submit your questions during the Special Meeting by visiting https://www.cstproxy.com/revolutionhealthcareacqcorp/2022. To ensure your representation at the Special Meeting, however, you are urged to complete, sign, date and return your proxy card as soon as possible. If your shares are held in an account at a

brokerage firm or bank, you must instruct your broker or bank on how to vote your shares. You may revoke your proxy card at any time prior to the Special Meeting.

A stockholder’s failure to vote by proxy or to vote by virtual attendance will not be counted towards the number of shares of Common Stock required to validly establish a quorum. Abstentions will be counted in connection with the determination of whether a valid quorum is established. Abstentions will have the effect of a vote “AGAINST” each of the Charter Amendment Proposal, the Trust Amendment Proposal and Adjournment Proposal. We believe that each of the proposals is a “non-discretionary” matter, and therefore, there will not be any broker non-votes at the Special Meeting.

YOUR VOTE IS IMPORTANT. Please sign, date and return your proxy card as soon as possible. You are requested to carefully read the proxy statement and accompanying Notice of Special Meeting for a more complete statement of matters to be considered at the Special Meeting.

If you have any questions or need assistance voting your shares of Common Stock, please contact Okapi Partners LLC, our proxy solicitor, by calling (877) 259-6290, or banks and brokers can call collect at (212) 297-0720, or by emailing info@okapipartners.com.

On behalf of the Board, we would like to thank you for your support of Revolution Healthcare Acquisition Corp..

            , 2022

If you return your proxy card signed and without an indication of how you wish to vote, your shares will be voted “FOR” each of the proposals.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (I) IF YOU HOLD SHARES OF CLASS A COMMON STOCK AS PART OF UNITS, ELECT TO SEPARATE YOUR UNITS INTO THE UNDERLYING PUBLIC SHARES AND PUBLIC WARRANTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SHARES, (II) SUBMIT A WRITTEN REQUEST TO THE TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE SPECIAL MEETING OR ANY ADJOURNMENT THEREOF THAT YOUR PUBLIC SHARES BE REDEEMED FOR CASH AND (III) TENDER OR DELIVER YOUR SHARES OF CLASS A COMMON STOCK AND OTHER REDEMPTION FORMS TO THE TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USING DTC’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. YOU WILL NOT HAVE YOUR SHARES REDEEMED PURSUANT TO THE VOLUNTARY REDEMPTION UNLESS THE AMENDMENT PROPOSALS ARE APPROVED.

This proxy statement is dated                 , 2022

and is first being mailed to our stockholders with the form of proxy on or about                 , 2022.

IMPORTANT

Whether or not you expect to attend the Special Meeting, you are respectfully requested by the Board of Directors of the Company to sign, date and return the enclosed proxy promptly, or follow the instructions contained in the proxy card or voting instructions provided by your broker. If you grant a proxy, you may revoke it at any time prior to the Special Meeting.

Revolution Healthcare Acquisition Corp.

20 University Road

Cambridge, Massachusetts 02138

NOTICE OF

SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON                 , 2022

Dear Stockholders of Revolution Healthcare Acquisition Corp.:

You are cordially invited to attend a special meeting of stockholders of Revolution Healthcare Acquisition Corp., a Delaware corporation (the “Company”, “we”, “us” or “our”), to be held at 9:00 a.m., eastern time, on                 , 2022 (the “Special Meeting”), or at such other time and on such other date to which the meeting may be adjourned or postponed. The Special Meeting will be held via the Internet and will be a completely virtual meeting of stockholders. You will be able to attend the Special Meeting online, vote, view the list of stockholders entitled to vote at the Special Meeting and submit your questions during the Special Meeting by visiting https://www.cstproxy.com/revolutionhealthcareacqcorp/2022. To attend the Special Meeting, you will need the 12-digit control number that is printed on your proxy card. We recommend logging in at least fifteen minutes before the meeting to ensure that you are logged in when the meeting starts. Online check-in will start shortly before the meeting on                 , 2022. The accompanying proxy statement is dated                 , 2022, and is first being mailed to stockholders of the Company on or about                 , 2022.

Even if you are planning on attending the Special Meeting online, please promptly submit your proxy vote by completing, dating, signing and returning the enclosed proxy, so that your shares will be represented at the Special Meeting. It is strongly recommended that you complete and return your proxy card before the Special Meeting date to ensure that your shares will be represented at the Special Meeting. Instructions on how to vote your shares are in the accompanying proxy statement and the other proxy materials you received for the Special Meeting.

The Special Meeting is being held to consider and vote upon the following proposals:

The Company will transact no other business at the Special Meeting, except such business as may properly come before the Special Meeting or any adjournments or postponements thereof.

Each of the Amendment Proposals is cross-conditioned on the approval of each other. Each of the Amendment Proposals and the Adjournment Proposal is more fully described in the accompanying proxy statement, which you are encouraged to read carefully.

The purpose of the Amendment Proposals is to allow the Company to return capital to stockholders prior to the Original Termination Date. The Company’s board of directors (the “Board”) believes returning capital from the Trust Account to our stockholders is in the best interests of the Company and our stockholders.

Pursuant to our Charter, our stockholders may request that the Company redeem all or a portion of such stockholder’s shares of Class A Common Stock for cash if the Amendment Proposals are approved for a per-share price equal to the aggregate amount then on deposit in the trust account established in connection with the IPO (the “Trust Account”), including interest not previously released to the Company to pay its franchise and income taxes (less up to $100,000 of such interest to pay dissolution expenses), divided by the number of then-issued and outstanding shares of Class A Common Stock, regardless of how such public stockholders vote on the Amendment Proposals or if they vote at all (the “Voluntary Redemption”); provided, we will not redeem shares of our Class A Common Stock pursuant to the Voluntary Redemption to the extent that such Voluntary Redemptions would cause us to have less than $5,000,001 of net tangible assets following approval of the Amendments (such limitation, the “Redemption Limitation”). However, public stockholders will not have their shares redeemed pursuant to Voluntary Redemption unless the Amendment Proposals are approved and the Amendments are implemented.

If the Amendment Proposals are approved and the Amendments are implemented, we will (i) on the Amended Termination Date cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem all of our shares of Class A Common Stock that were redeemed by our stockholders pursuant to the Voluntary Redemption, after giving effect to the Redemption Limitation, and also redeem all other issued and outstanding shares of our Class A Common Stock that would not otherwise redeemed pursuant to the Voluntary Redemption, after giving effect to the Redemption Limitation, in each case, at a per-share redemption price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Company to pay its franchise and income taxes (less up to $100,000 of such interest to pay dissolution expenses), divided by the number of our then-issued and outstanding shares of Class A Common Stock, which redemptions will completely extinguish the rights of our public stockholders (including the right to receive further liquidating distributions from us, if any), and (iii) as promptly as reasonably possible following such redemptions, subject to the approval of the remaining stockholder(s) of the Company and the Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Company’s obligations under the General Corporation Law of the State of Delaware (the “DGCL”) to provide for claims of creditors and other requirements of applicable law.

There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete a Business Combination by the Original Termination Date or, if the Amendment Proposals are approved, the Amended Termination Date.

Based upon the amount held in the Trust Account as of                 , 2022, which was $                , the Company estimates that the per-share price at which shares of Class A Common Stock may be redeemed from cash held in the Trust Account will be approximately $                 at the time of the Special Meeting. The closing price of a share of Class A Common Stock on                 , 2022 was $                . The Company cannot assure stockholders that they will be able to sell their shares of Class A Common Stock in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when such stockholders wish to sell their shares.

You will be entitled to receive cash for any of our shares of Class A Common Stock redeemed by you pursuant to the Voluntary Redemption only if you:

Holders of our public units must elect to separate such public units into the underlying shares of Class A Common Stock and public warrants prior to exercising redemption rights with respect to our shares of Class A Common Stock pursuant to the Voluntary Redemption. If holders hold their public units in an account at a brokerage firm or bank, holders must notify their broker or bank, as applicable, that they elect to separate the units into the underlying shares of Class A Common Stock and public warrants, or if a holder holds public units registered in its, his or her own name, the holder must contact the transfer agent directly and instruct it to do so. Your broker, bank or other nominee may have an earlier deadline by which you must provide instructions to separate the units into the underlying shares of Class A Common Stock and public warrants in order to exercise redemption rights pursuant to the Voluntary Redemption with respect to our shares of Class A Common Stock underlying our public units, so you should contact your broker, bank or other nominee or intermediary. Stockholders may elect to redeem all or a portion of their shares of Class A Common Stock pursuant to the Voluntary Redemption even if they vote against the Amendment Proposals. Notwithstanding the foregoing, stockholders will not have their shares of Class A Common Stock redeemed pursuant to Voluntary Redemption unless the Amendment Proposals are approved and the Amendments are implemented.

If the Amendment Proposals are approved and the Amendments are implemented, we will (i) on the Amended Termination Date cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem all of our shares of Class A Common Stock that were redeemed by our stockholders pursuant to the Voluntary Redemption, after giving effect to the Redemption Limitation, and also redeem all other issued and outstanding shares of our Class A Common Stock that would not otherwise redeemed pursuant to the Voluntary Redemption, after giving effect to the Redemption Limitation, in each case, at a per-share redemption price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Company to pay its franchise and income taxes (less up to $100,000 of such interest to pay dissolution expenses), divided by the number of our then-issued and outstanding shares of Class A Common Stock, which redemptions will completely extinguish the rights of our public stockholders (including the right to receive further liquidating distributions from us, if any), and (iii) as promptly as reasonably possible following such redemptions, subject to the approval of the remaining stockholder(s) of the Company and the Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Company’s obligations under the General Corporation Law of the State of Delaware (the “DGCL”) to provide for claims of creditors and other requirements of applicable law.

You are not being asked to vote on an initial Business Combination at this time. We have determined that it is very unlikely that we will be able to complete a Business Combination by the Original Termination Date or, if the Amendment Proposals are approved and the Amendments are implemented, the Amended Termination Date. If the Amendment Proposals are approved and the Amendments are implemented, we plan to cease all operations on the Amended Termination Date except for the purpose of winding up and redeeming all of our outstanding shares of Class A Common Stock promptly thereafter, which the Board believes is in the best interests of the Company and its stockholders.

The Board believes that the current provisions of the Charter and the existing Trust Agreement are intended to protect our stockholders from having to sustain their investment in our shares of Class A Common Stock for an unreasonably long period if we were unable to find a suitable Business Combination partner by the Original Termination Date. However, even though the Board has determined that it is very unlikely that we would be able to complete a Business Combination before the Original Termination Date, in the absence of an amendment to the Charter and Trust Agreement, we are not permitted by the existing Charter and Trust Agreement to return the funds in the Trust Account to public stockholders by way of liquidating the Trust Account until after the Original Termination Date, and the public stockholders may only exercise their redemption rights in connection with a stockholder vote on a proposed Business Combination or upon the vote by the stockholders of the Company to approve an amendment to the Charter relating to specified rights of holders of shares Class A Common Stock.

The securities offered in our IPO were units comprised of one share of Class A Common Stock and one-fifth of one redeemable warrant. If the Amendment Proposals are approved and the Amendments are implemented, we plan to voluntarily delist our shares of Class A Common Stock, public units and public warrants from the Nasdaq Stock Market (“Nasdaq”) as soon as practicable after the Amended Termination Date, subject to the rules of Nasdaq and our Charter, as amended.

For further details about the reasons for the Amendment Proposals, see the sections titled “Proposal No. 1 — The Charter Amendment Proposal — Reasons for the Charter Amendment Proposal” and “Proposal No. 2 — The Trust Amendment Proposal — Reasons for the Trust Amendment Proposal,” respectively, of this proxy statement.

We reserve the right to move to adjourn the Special Meeting in the event that the Board determines before the Special Meeting that is not necessary or no longer desirable to proceed with the Amendment Proposals. In that event, at the Special Meeting we will ask our stockholders to vote only upon the Adjournment Proposal and not on the Amendment Proposals.

Approval of each of the Amendment Proposals requires the affirmative vote of the holders of at least 65% of the then-outstanding shares of Class A Common Stock and Class B common stock, par value $0.0001 per share, of the Company (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”) entitled to vote thereon, voting together as a single class. As of the Record Date, the Sponsor, the Company’s officers and directors, and Health Assurance Economy Foundation, a charitable foundation (“Foundation”, and together with the Sponsor, collectively, the “Initial Stockholders”) and their permitted transferees collectively own shares of Class B Common Stock of the Company that entitles such holders, in the aggregate, to 20% of the aggregate voting power of the then-issued and outstanding shares of Class A Common Stock of the Company (the “Class A Common Stock”) and Class B Common Stock of the Company (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”) entitled to vote thereon, voting together as a single class, and are expected to vote all of their shares in favor of each proposal to be voted upon by our stockholders at the Special Meeting.

Approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority of the then-outstanding shares of Common Stock present at the Special Meeting and entitled to vote thereon, voting together as a single class.

THE COMPANY’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE AMENDMENT PROPOSALS AND THE ADJOURNMENT PROPOSAL.

The Board has fixed 5:00 p.m., New York City Time, on                , 2022, as the record date for the Special Meeting (the “Record Date”). Only stockholders of record on                , 2022, are entitled to notice of and to vote at the Special Meeting or any adjournment or postponement thereof. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement.

You will be able to attend the Special Meeting online, vote, view the list of stockholders entitled to vote at the Special Meeting and submit your questions during the Special Meeting by visiting https://www.cstproxy.com/revolutionhealthcareacqcorp/2022. To ensure your representation at the Special Meeting, however, you are urged

to complete, sign, date and return your proxy card as soon as possible. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares. You may revoke your proxy card at any time prior to the Special Meeting.

A stockholder’s failure to vote by proxy or to vote by virtual attendance will not be counted towards the number of shares of Common Stock required to validly establish a quorum. Abstentions will be counted in connection with the determination of whether a valid quorum is established. Abstentions will have the effect of a vote “AGAINST” each of the Charter Amendment Proposal, the Trust Amendment Proposal and Adjournment Proposal. We believe that each of the proposals is a “non-discretionary” matter, and therefore, there will not be any broker non-votes at the Special Meeting.

YOUR VOTE IS IMPORTANT. Please sign, date and return your proxy card as soon as possible. You are requested to carefully read the proxy statement and accompanying Notice of Special Meeting for a more complete statement of matters to be considered at the Special Meeting.

If you have any questions or need assistance voting your shares of Common Stock, please contact Okapi Partners LLC, our proxy solicitor, by calling (877) 259-6290, or banks and brokers can call collect at (212) 297-0720, or by emailing info@okapipartners.com.

On behalf of the Board, we would like to thank you for your support of Revolution Healthcare Acquisition Corp..

            , 2022

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR

THE SPECIAL MEETING TO BE HELD ON                 , 2022

This Notice of Special Meeting and Proxy Statement are available at                 .

TABLE OF CONTENTS

REVOLUTION HEALTHCARE ACQUISITION CORP.

PROXY STATEMENT

FOR THE SPECIAL MEETING OF STOCKHOLDERS

To Be Held at 9:00 a.m., eastern time, on                 , 2022

This proxy statement and the enclosed form of proxy are furnished in connection with the solicitation of proxies by the board of directors (the “Board”) of Revolution Healthcare Acquisition Corp., a Delaware corporation (the “Company”, “we”, “us” or “our”), for use at the special meeting of stockholders of the Company to be held at 9:00 a.m., eastern time, on                 , 2022 (the “Special Meeting”), or at such other time and on such other date to which the meeting may be adjourned or postponed. The Special Meeting will be held via the Internet and will be a completely virtual meeting of stockholders. You will be able to attend the Special Meeting online, vote, view the list of stockholders entitled to vote at the Special Meeting and submit your questions during the Special Meeting by visiting https://www.cstproxy.com/revolutionhealthcareacqcorp/2022. To enter the Special Meeting, you will need the 12-digit control number that is printed on your proxy card. We recommend logging in at least fifteen minutes before the meeting to ensure that you are logged in when the meeting starts. Online check-in will start shortly before the meeting on                 , 2022.

YOUR VOTE IS IMPORTANT. It is important that your shares be represented at the Special Meeting, regardless of the number of shares that you hold. You are, therefore, urged to execute and return, at your earliest convenience, the enclosed proxy card in the envelope that has also been provided.

1

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement contains “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995, as amended, including, without limitation, statements regarding the return of capital to our stockholders, the consequences of not completing an initial Business Combination (as defined below), the release of funds held in the Trust Account (as defined below), the availability of working capital and borrowing capacity and the use of funds outside the Trust Account. Forward-looking statements inherently involve many risks and uncertainties that could cause actual results to differ materially from those projected in these statements. Where, in any forward-looking statement, we express an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but such statements necessarily involve risks and uncertainties and there can be no assurance that the expectation or belief will result or be achieved or accomplished. The following include some but not all of the factors that could cause actual results or events to differ materially from those anticipated:

Additional information on these and other factors that may cause actual results and the Company’s performance to differ materially is included in the Company’s periodic reports filed with the U.S. Securities and Exchange Commission (the “SEC”), including, but not limited to, our Annual Report on Form 10-K for the year ended December 31, 2021, including those factors described under the heading “Risk Factors” therein, and subsequent Quarterly Reports on Form 10-Q. Copies of the Company’s filings with the SEC are available publicly on the SEC’s website at www.sec.gov or may be obtained by contacting the Company. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. These forward-looking statements are made only as of the date hereof, and the Company undertakes no obligations to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

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QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR

(c) Proposal No. 3 – The Adjournment Proposal – to approve the adjournment of the Special Meeting from time to time to solicit additional proxies in favor of the Amendment Proposals or if otherwise determined by the chairperson of the Special Meeting to be necessary or appropriate (the “Adjournment Proposal”).

You are not being asked to vote on a Business Combination at this time. We have determined that it is very unlikely that we will be able to complete a Business Combination by either the Original Termination Date or the Amended Termination Date. If the Amendment Proposals are approved and the Amendments are implemented, we plan to cease all operations on the Amended Termination Date except for the purpose of winding up and redeeming all of our outstanding shares of Class A Common Stock promptly thereafter, which the Board believes is in the best interests of the Company and its stockholders.

Can I attend the Special Meeting?

The Special Meeting will be held via the Internet and will be a completely virtual meeting of stockholders. You will be able to attend the Special Meeting online, vote, view the list of stockholders entitled to vote at the Special Meeting and submit your questions during the Special Meeting by visiting https://www.cstproxy.com/revolutionhealthcareacqcorp/2022. To enter the Special Meeting, you will need the 12-digit control number that is printed on your proxy card. We recommend logging in at least fifteen minutes before the meeting to ensure that you are logged in when the meeting starts. Online check-in will start shortly before the meeting on                 , 2022. If you do not have your control number, you may contact the Company’s transfer agent, Continental, by calling (917) 262-2373 or emailing proxy@continentalstock.com.

If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or other nominee with instructions on how to vote your shares. If you hold your shares in “street name” and plan to vote at the Special Meeting you will need to have a legal proxy from the broker, bank or other nominee. A copy of the legal proxy will need to be emailed to proxy@continentalstock.com along with your full name, phone number and request for a control number at least 72 hours prior to the Special Meeting for processing. If you would like to join the Special Meeting and neither vote nor ask any questions, you can join as a guest.

You are urged to execute and return, at your earliest convenience, the enclosed proxy card in the envelope that has also been provided. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage-paid envelope.

Why should I vote to approve the Amendments?

Our Board believes stockholders will benefit from the Company having the ability to return capital to our stockholders prior to the Original Termination Date by ceasing all operations on the Amended Termination Date except for the purpose of winding up and redeeming all of our outstanding shares of Class A Common Stock promptly thereafter.

Since our IPO, our management team evaluated 38 target businesses and employed a broad set of search criteria for potential target businesses. In evaluating potential target businesses, our management team remained focused on finding fair valuations amid volatile market conditions. Amid high valuations in 2021 and a declining IPO market in 2022, we have been unable to secure an opportunity that offered a compelling return on investment for our stockholders. In light of these circumstances, we have determined that it is very unlikely that the Company will be able to complete a Business Combination by the Original Termination Date. These factors, combined with recent changes in U.S. federal tax law which may increase our tax liabilities in connection with stockholder redemptions occurring on or after January 1, 2023, have led us to believe that it is in the best interests of the Company and our stockholders for the Company to return capital to our stockholders by ceasing all operations on the Amended Termination Date except for the purpose of winding up and redeeming all of our outstanding shares of Class A Common Stock promptly thereafter.

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Pursuant to our Charter, our stockholders may request that the Company redeem all or a portion of such stockholder’s shares of Class A Common Stock for cash if the Amendment Proposals are approved for a per-share price equal to the aggregate amount then on deposit in the trust account established in connection with the IPO (the “Trust Account”), including interest not previously released to the Company to pay its franchise and income taxes (less up to $100,000 of such interest to pay dissolution expenses), divided by the number of then-issued and outstanding shares of Class A Common Stock, regardless of how such public stockholders vote on the Amendment Proposals or if they vote at all (the “Voluntary Redemption”); provided, we will not redeem shares of our Class A Common Stock pursuant to the Voluntary Redemption to the extent that such Voluntary Redemptions would cause us to have less than $5,000,001 of net tangible assets following approval of the Amendments (such limitation, the “Redemption Limitation”). However, public stockholders will not have their shares redeemed pursuant to Voluntary Redemption unless the Amendment Proposals are approved and the Amendments are implemented.

If the Amendment Proposals are approved and the Amendments are implemented, we will (i) on the Amended Termination Date cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem all of our shares of Class A Common Stock that were redeemed by our stockholders pursuant to the Voluntary Redemption, after giving effect to the Redemption Limitation, and also redeem all other issued and outstanding shares of our Class A Common Stock that would not otherwise redeemed pursuant to the Voluntary Redemption, after giving effect to the Redemption Limitation, in each case, at a per-share redemption price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Company to pay its franchise and income taxes (less up to $100,000 of such interest to pay dissolution expenses), divided by the number of our then-issued and outstanding shares of Class A Common Stock, which redemptions will completely extinguish the rights of our public stockholders (including the right to receive further liquidating distributions from us, if any), and (iii) as promptly as reasonably possible following such redemptions, subject to the approval of the remaining stockholder(s) of the Company and the Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Company’s obligations under the General Corporation Law of the State of Delaware (the “DGCL”) to provide for claims of creditors and other requirements of applicable law.

There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete a Business Combination by the Original Termination Date or, if the Amendment Proposals are approved, the Amended Termination Date.

The purpose of the Amendment Proposals is to allow the Company to return capital to stockholders prior to the Original Termination Date. The Board believes returning capital from the Trust Account to our stockholders is in the best interests of the Company and our stockholders.

Our Board recommends that you vote in favor of the Amendment Proposals, but expresses no opinion as to whether you should redeem your shares of Class A Common Stock.

When would the Board abandon the Amendment Proposals and the Amendments?

Our Board will abandon the Amendment Proposals if our stockholders do not approve the Amendment Proposals. Additionally, we may decide to abandon the Amendments at any time and for any reason prior to filing the Charter Amendment with the Secretary of State of the State of Delaware.

How do the Company insiders intend to vote their shares?

As of the Record Date, the Sponsor, the Company’s officers and directors, and Health Assurance Economy Foundation, a charitable foundation (“Foundation”, and together with the Sponsor, collectively, the “Initial Stockholders”) and their permitted transferees collectively own shares of Class B Common Stock of the

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Company that entitles such holders, in the aggregate, to 20% of the aggregate voting power of the then-issued and outstanding shares of Class A Common Stock of the Company (the “Class A Common Stock”) and Class B Common Stock of the Company (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”) entitled to vote thereon, voting together as a single class, and are expected to vote all of their shares in favor of each proposal to be voted upon by our stockholders at the Special Meeting.

In addition, subject to applicable securities laws (including with respect to material nonpublic information), the Sponsor, the Company’s directors, officers or advisors or any of their respective affiliates may (i) purchase shares of Class A Common Stock from institutional and other investors (including those who vote, or indicate an intention to vote, against any of the proposals presented at the Special Meeting, or elect to redeem, or indicate an intention to redeem, shares of Class A Common Stock), (ii) enter into transactions with such investors and others to provide them with incentives to not redeem their shares of Class A Common Stock, or (iii) execute agreements to purchase such shares of Class A Common Stock from such investors or enter into non-redemption agreements in the future. In the event that the Sponsor, the Company’s directors, officers or advisors or any of their respective affiliates purchase shares of Class A Common Stock in situations in which the tender offer rules and restrictions on purchases would apply, they (a) would purchase the shares of Class A Common Stock at a price no higher than the price offered through the Company’s redemption process (i.e., approximately $                 per share, based on the amounts held in the Trust Account as of                , 2022); (b) would represent in writing that such shares of Class A Common Stock will not be voted in favor of approving the Charter Amendment Proposal; and (c) would waive in writing any redemption rights with respect to the shares of Class A Common Stock so purchased.

Subject to the immediately preceding paragraph, the Sponsor or the Company’s directors, officers or advisors, or any of their respective affiliates, may purchase shares of Class A Common Stock in privately negotiated transactions or in the open market prior to the Special Meeting, although they are under no obligation to do so. Any such purchases that are completed after the Record Date may include an agreement with a selling stockholder that such stockholder, for so long as it remains the record holder of the shares in question, will vote in favor of the proposals and/or will not exercise its redemption rights with respect to the shares so purchased. The purpose of such share purchases and other transactions would be to increase the likelihood that the proposals to be voted upon at the Special Meeting are approved by the requisite number of votes. In the event that such purchases do occur, the purchasers may seek to purchase shares from stockholders who would otherwise have voted against the proposals and elected to redeem their shares for a portion of the Trust Account. Any such privately negotiated purchases may be effected at purchase prices that are below or in excess of the per-share pro rata portion of the Trust Account. None of the funds held in the Trust Account will be used to purchase shares of Class A Common Stock or warrants in such transactions. Any shares of Class A Common Stock held by or subsequently purchased by our affiliates may be voted in favor of the proposals. Additionally, at any time at or prior to the Special Meeting, subject to applicable securities laws (including with respect to material non-public information) the Sponsor or the Company’s directors, officers or advisors, or any of their respective affiliates, may, although they are under no obligation to do so, enter into transactions with investors and others to provide them with incentives to acquire shares of Class A Common Stock, vote their shares of Class A Common Stock in favor of the proposals or not redeem their shares of Class A Common Stock pursuant to the Voluntary Redemption. The Sponsor and the Company’s directors, officers and advisors and any of their respective affiliates are restricted from making any such purchases when they are in possession of any material nonpublic information not disclosed to the seller of such shares, during a restricted period under Regulation M under the Exchange Act or during any applicable blackout period under the Company’s insider trading policy.

What vote is required to approve the Amendment Proposals?

Approval of each of the Amendment Proposals requires the affirmative vote of the holders of at least 65% of the then-outstanding shares of Common Stock entitled to vote thereon, voting together as a single class.

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What vote is required to approve the Adjournment Proposal?

Approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority of the then-outstanding shares of Common Stock present at the Special Meeting and entitled to vote thereon, voting together as a single class.

What if I want to vote against or do not want to vote for any of the proposals?

If you do not want any of the proposals to be approved, you must abstain, not vote or vote against such proposal. A stockholder’s failure to vote by proxy or to vote by virtual attendance at the Special Meeting will not be counted towards the number of shares required to validly establish a quorum, and if a valid quorum is otherwise established, such failure to vote will have the effect of a vote “AGAINST” the Amendment Proposals but no effect on the Adjournment Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established. Abstentions will have the effect of a vote “AGAINST” each of the Charter Amendment Proposal, the Trust Amendment Proposal and Adjournment Proposal. We believe that each of the proposals is a “non-discretionary” matter, and therefore, there will not be any broker non-votes at the Special Meeting.

Will you seek any further amendments to liquidate the Trust Account?

Other than the Trust Amendment, until the Amended Termination Date, as described in this proxy statement, we do not anticipate seeking any further amendment to the time period in which we must liquidate the Trust Account if we do not consummate an initial Business Combination.

If the Amendment Proposals are approved, what happens next?

Upon approval of the Amendment Proposals by the requisite stockholder approval, we plan to file the Charter Amendment with the Secretary of State of the State of Delaware in the form attached as Annex A hereto. However, we may decide to abandon the Amendments at any time and for any reason prior to filing the Charter Amendment with the Secretary of State of the State of Delaware.

Pursuant to our Charter, our stockholders may request that the Company redeem all or a portion of such stockholder’s shares of Class A Common Stock for cash if the Amendment Proposals are approved for a per-share price equal to the aggregate amount then on deposit in the trust account established in connection with the IPO (the “Trust Account”), including interest not previously released to the Company to pay its franchise and income taxes (less up to $100,000 of such interest to pay dissolution expenses), divided by the number of then-issued and outstanding shares of Class A Common Stock, regardless of how such public stockholders vote on the Amendment Proposals or if they vote at all (the “Voluntary Redemption”); provided, we will not redeem shares of our Class A Common Stock pursuant to the Voluntary Redemption to the extent that such Voluntary Redemptions would cause us to have less than $5,000,001 of net tangible assets following approval of the Amendments (such limitation, the “Redemption Limitation”). However, public stockholders will not have their shares redeemed pursuant to Voluntary Redemption unless the Amendment Proposals are approved and the Amendments are implemented.

If the Amendment Proposals are approved and the Amendments are implemented, we will (i) on the Amended Termination Date cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem all of our shares of Class A Common Stock that were redeemed by our stockholders pursuant to the Voluntary Redemption, after giving effect to the Redemption Limitation, and also redeem all other issued and outstanding shares of our Class A Common Stock that would not otherwise redeemed pursuant to the Voluntary Redemption, after giving effect to the Redemption Limitation, in each case, at a per-share redemption price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest not previously released to

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the Company to pay its franchise and income taxes (less up to $100,000 of such interest to pay dissolution expenses), divided by the number of our then-issued and outstanding shares of Class A Common Stock, which redemptions will completely extinguish the rights of our public stockholders (including the right to receive further liquidating distributions from us, if any), and (iii) as promptly as reasonably possible following such redemptions, subject to the approval of the remaining stockholder(s) of the Company and the Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Company’s obligations under the General Corporation Law of the State of Delaware (the “DGCL”) to provide for claims of creditors and other requirements of applicable law.

Each of the Company’s directors and officers and the Sponsor have agreed to waive their respective rights to liquidating distributions from the Trust Account in respect of any shares of Class B Common Stock held by him, her or it, although if the Amendment Proposals are approved and the Amendments are implemented, they will be entitled to liquidating distributions from the Trust Account with respect to any shares of Class A Common Stock they hold. The Company will pay the costs of liquidation from $100,000 of interest from the Trust Account and the Company’s remaining assets outside of the Trust Account.

There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete a Business Combination by the Original Termination Date or, if the Amendment Proposals are approved, the Amended Termination Date.

Based upon the amount held in the Trust Account as of                , 2022, which was $                , the Company estimates that the per-share price at which shares of Class A Common Stock may be redeemed from cash held in the Trust Account will be approximately $                at the time of the Special Meeting. The closing price of a share of Class A Common Stock on                , 2022 was $                . The Company cannot assure stockholders that they will be able to sell their shares of Class A Common Stock in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when such stockholders wish to sell their shares.

In addition, if the Amendment Proposals are approved and the Amendments are implemented, the redemption of all our shares of Class A Common Stock will result in our Initial Stockholders collectively owning all of our issued and outstanding shares of Common Stock.

What happens if the Amendment Proposals are not approved?

Each of the Amendment Proposals are cross-conditioned on the approval of each other. If the Amendment Proposals are not approved and we do not consummate a Business Combination by the Original Termination Date, our Charter provides that we will (i) by the Original Termination Date cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem all of our shares of Class A Common Stock in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Company to pay its franchise and income taxes (less up to $100,000 of such interest to pay dissolution expenses), by (B) the total number of then outstanding shares of Class A Common Stock, which redemption will completely extinguish rights of the public stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholder(s) and the Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Company’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law.

There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete a Business Combination by the Original Termination Date or, if the Charter Amendment Proposal is approved, the Amended Termination Date.

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Each of the Company’s directors and officers and the Sponsor have agreed to waive their respective rights to liquidating distributions from the Trust Account in respect of any shares of Class B Common Stock held by him, her or it, although if the Amendment Proposals are approved and the Amendments are implemented, they will be entitled to liquidating distributions from the Trust Account with respect to any shares of Class A Common Stock they hold. The Company will pay the costs of liquidation from $100,000 of interest from the Trust Account and the Company’s remaining assets outside of the Trust Account.

Where will I be able to find the voting results of the Special Meeting?

We will announce preliminary voting results at the Special Meeting. We will also disclose voting results on a Current Report on Form 8-K that we will file with the SEC within four business days after the Special Meeting. If final voting results are not available to us in time to file a Current Report on Form 8-K within four business days after the Special Meeting, we will file a Current Report on Form 8-K to publish preliminary results and will provide the final results in an amendment to such Current Report on Form 8-K as soon as they become available.

How do I change my vote?

If you have submitted a proxy to vote your shares and wish to change your vote, you may send a later-dated, signed proxy card to                 so that it is received prior to the vote at the Special Meeting. Stockholders also may revoke their proxy by sending a notice of revocation to                , which must be received prior to the vote at the Special Meeting, or by attending the Special Meeting and revoking their proxy and voting at the Special Meeting. Attendance at the Special Meeting alone will not change your vote. However, if your shares are held in “street name” by your broker, bank or another nominee, you must contact your broker, bank or other nominee to change your vote.

How are votes counted?

Votes will be counted by the inspector of election appointed for the meeting, who will separately count “FOR” and “AGAINST” votes and abstentions for each of the proposals. A stockholder’s failure to vote by proxy or to vote by virtual attendance at the Special Meeting will not be counted towards the number of shares required to validly establish a quorum, and if a valid quorum is otherwise established, such failure to vote will have the effect of a vote “AGAINST” the Amendment Proposals but no effect on the Adjournment Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established. Abstentions will have the effect of a vote “AGAINST” each of the Amendment Proposals and Adjournment Proposal. We believe that each of the proposals is a “non-discretionary” matter, and therefore, there will not be any broker non-votes at the Special Meeting.

If my shares are held in “street name,” will my broker automatically vote them for me?

Your broker can vote your shares with respect to “non-discretionary” items only if you provide instructions on how to vote. You should instruct your broker to vote your shares. Your broker can tell you how to provide these instructions. Abstentions will be counted in connection with the determination of whether a valid quorum is established. Abstentions will have the effect of a vote “AGAINST” each of the Amendment Proposals and Adjournment Proposal. We believe that each of the proposals is a “non-discretionary” matter, and therefore, there will not be any broker non-votes at the Special Meeting.

What is a quorum?

A quorum is the minimum number of shares required to be present at the Special Meeting for the Special Meeting to be properly held under our Charter and Delaware law. A majority of the voting power of all issued and outstanding shares of Common Stock entitled to vote as of the Record Date (as defined below) at the Special

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Meeting must be represented by virtual attendance or by proxy at the Special Meeting to constitute a quorum. Proxies that are marked “ABSTAIN” will be treated as shares present for purposes of determining the presence of a quorum on all matters.

Who can vote at the Special Meeting?

Only stockholders of record of the Company as of 5:00 p.m., New York City Time, on                , 2022 (the “Record Date”) are entitled to notice of, and to vote at, the Special Meeting or any adjournment or postponement thereof. On the Record Date, there were 57,750,000 shares of Common Stock issued and outstanding, including (i) 55,000,000 shares of Class A Common Stock (that were initially sold in the IPO) and (ii) 2,750,000 shares of Class B Common Stock. The Company’s warrants do not have voting rights in connection with the proposals.

In deciding all matters at the Special Meeting, each stockholder will be entitled to one vote for each share held by them on the Record Date. Holders of shares of Class A Common Stock and holders of shares of Class B Common Stock will vote together as a single class on all matters submitted to a vote of our stockholders except as required by our Charter or applicable law. The Initial Stockholders collectively own all of our issued and outstanding shares of Class B Common Stock, collectively constituting 20% of the aggregate voting power of our issued and outstanding shares of Common Stock.

Registered Stockholders. If our shares are registered directly in your name with our transfer agent, Continental, you are considered the stockholder of record with respect to those shares. As the stockholder of record, you have the right to grant your voting proxy directly to the individuals listed on the proxy card or to vote via the Internet at the Special Meeting or prior to the Special Meeting by telephone or through the Internet.

“Street Name” Stockholders. If our shares are held on your behalf in a brokerage account, bank or other nominee, you are considered the beneficial owner of those shares held in “street name,” and your broker, bank or other nominee is considered the stockholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker, bank or other nominee as to how to vote your shares. In this regard, you must provide the broker, bank or other nominee with instructions on how to vote your shares. If you hold your shares in “street name” and plan to vote at the Special Meeting you will need to have a legal proxy from the broker, bank or other nominee. A copy of the legal proxy will need to be emailed to proxy@continentalstock.com along with your full name, phone number and request for a control number at least 72 hours prior to the Special Meeting for processing.

Does the Board recommend voting for the approval of the proposals?

Yes. After careful consideration of the terms and conditions of these proposals, the Board has determined that each of the proposals are in the best interests of the Company and our stockholders. The Board recommends that the Company’s stockholders vote “FOR” each of the proposals.

What interests do the Sponsor and the Company’s directors and officers have in the approval of the proposals?

The Sponsor and the Company’s directors and officers have interests in the proposals that may be different from, or in addition to, your interests as a stockholder. In the case of the Sponsor, officers and directors, these interests include ownership of shares of Class A and B Common Stock. See the section entitled “Proposal No. 1 — The Charter Amendment Proposal — Interests of the Sponsor and the Company’s Directors and Officers” for more information.

Are there any appraisal or similar rights for dissenting stockholders?

The DGCL does not provide for appraisal or other similar rights for dissenting stockholders in connection with any of the proposals to be voted upon at the Special Meeting. Accordingly, our stockholders will have no right to dissent and obtain payment for their shares.

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Warrant holders do not have appraisal rights in connection with any of the proposals to be voted upon at the Special Meeting.

What happens to the Company’s warrants?

If (x) the Amendment Proposals are approved and the Amendments are implemented or (y) the Amendment Proposals are not approved and we do not consummate an initial business combination by the Original Termination Date, our warrants will expire worthless.

How do I vote?

If you are a holder of record of shares of Common Stock on                , 2022, the Record Date for the Special Meeting, you may vote by virtual attendance at the Special Meeting or by submitting a proxy for the Special Meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage-paid envelope. You will be able to attend the Special Meeting online, vote, view the list of stockholders entitled to vote at the Special Meeting and submit your questions during the Special Meeting by visiting https://www.cstproxy.com/revolutionhealthcareacqcorp/2022. To enter the Special Meeting, you will need the 12-digit control number that is printed on your proxy card. We recommend logging in at least fifteen minutes before the meeting to ensure that you are logged in when the meeting starts. Online check-in will start shortly before the meeting on                 , 2022. If you do not have your control number, you may contact the Company’s transfer agent, Continental, by calling (917) 262-2373 or emailing proxy@continentalstock.com.

If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or other nominee with instructions on how to vote your shares. If you hold your shares in “street name” and plan to vote at the Special Meeting you will need to have a legal proxy from the broker, bank or other nominee. A copy of the legal proxy will need to be emailed to proxy@continentalstock.com along with your full name, phone number and request for a control number at least 72 hours prior to the Special Meeting for processing. If you would like to join the Special Meeting and neither vote nor ask any questions, you can join as a guest.

You are urged to execute and return, at your earliest convenience, the enclosed proxy card in the envelope that has also been provided. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage-paid envelope.

How do I redeem my shares of Common Stock?

Pursuant to the Charter, stockholders may request that the Company redeem all or a portion of such stockholder’s shares of Class A Common Stock for cash if the Amendment Proposals are approved. You will be entitled to receive cash for any of our shares of Class A Common Stock redeemed by you pursuant to the Voluntary Redemption only if you:

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Holders of our public units must elect to separate such public units into the underlying shares of Class A Common Stock and public warrants prior to exercising redemption rights with respect to our shares of Class A Common Stock pursuant to the Voluntary Redemption. If holders hold their public units in an account at a brokerage firm or bank, holders must notify their broker or bank, as applicable, that they elect to separate the units into the underlying shares of Class A Common Stock and public warrants, or if a holder holds public units registered in its, his or her own name, the holder must contact the transfer agent directly and instruct it to do so. Your broker, bank or other nominee may have an earlier deadline by which you must provide instructions to separate the units into the underlying shares of Class A Common Stock and public warrants in order to exercise redemption rights pursuant to the Voluntary Redemption with respect to our shares of Class A Common Stock underlying our public units, so you should contact your broker, bank or other nominee or intermediary. Stockholders may elect to redeem all or a portion of their shares of Class A Common Stock pursuant to the Voluntary Redemption even if they vote against the Amendment Proposals. Notwithstanding the foregoing, stockholders will not have their shares of Class A Common Stock redeemed pursuant to Voluntary Redemption unless the Amendment Proposals are approved and the Amendments are implemented.

If the Amendment Proposals are approved and the Amendments are implemented, we will (i) on the Amended Termination Date cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem all of our shares of Class A Common Stock that were redeemed by our stockholders pursuant to the Voluntary Redemption, after giving effect to the Redemption Limitation, and also redeem all other issued and outstanding shares of our Class A Common Stock that would not otherwise redeemed pursuant to the Voluntary Redemption, after giving effect to the Redemption Limitation, in each case, at a per-share redemption price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Company to pay its franchise and income taxes (less up to $100,000 of such interest to pay dissolution expenses), divided by the number of our then-issued and outstanding shares of Class A Common Stock, which redemptions will completely extinguish the rights of our public stockholders (including the right to receive further liquidating distributions from us, if any), and (iii) as promptly as reasonably possible following such redemptions, subject to the approval of the remaining stockholder(s) of the Company and the Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Company’s obligations under the General Corporation Law of the State of Delaware (the “DGCL”) to provide for claims of creditors and other requirements of applicable law.

What should I do if I receive more than one set of voting materials?

You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards, if your shares are registered in more than one name or are registered in different accounts. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your shares.

Who is paying for this proxy solicitation?

Our Board is soliciting proxies for use at the Special Meeting. All costs associated with this solicitation will be borne directly by the Company. We have engaged Okapi Partners LLC to assist in the solicitation of proxies for the Special Meeting. We have agreed to pay Okapi Partners LLC a fee of $                , plus disbursements, and indemnify Okapi Partners LLC and its affiliates against certain claims, liabilities, losses, damages and expenses for their services as the Company’s proxy solicitor. We will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of Class A Common Stock for their expenses in forwarding soliciting materials to beneficial owners of shares of Class A Common Stock and in obtaining voting instructions from those owners. Our directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

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Who can help answer my questions?

If you have questions about the Special Meeting or the proposals to be presented thereat, if you need additional copies of the proxy statement or the enclosed proxy card, or if you would like copies of any of the Company’s filings with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2021, and our subsequent Quarterly Reports on Form 10-Q, you should contact:

Revolution Healthcare Acquisition Corp.

20 University Road

Cambridge, Massachusetts 02138

Telephone: (617) 234-7000

You may also contact the Company’s proxy solicitor at:

Okapi Partners LLC

1212 Avenue of the Americas, 17th Floor

New York, NY 10036

Telephone: (877) 259-6290

(banks and brokers can call collect at (212) 297-0720)

Email: info@okapipartners.com

You may obtain additional information about the Company from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”

If you are a holder of shares of Class A Common Stock and you intend to seek redemption of your shares, you will need to tender or deliver your shares and other redemption forms to the transfer agent, physically or electronically through DTC, at the address below prior to 5:00 p.m., New York City time, on                 , 2022 (two business days prior to the vote at the Special Meeting or any adjournment thereof). If you have questions regarding the certification of your position or tender or delivery of your shares, please contact:

Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, NY 10004

Attn: Mark Zimkind

E-mail: mzimkind@continentalstock.com

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THE SPECIAL MEETING

Date, Time, Place and Purpose of the Special Meeting

The Special Meeting will be held via the Internet and will be a completely virtual meeting of stockholders. You will be able to attend the Special Meeting online, vote, view the list of stockholders entitled to vote at the Special Meeting and submit your questions during the Special Meeting by visiting https://www.cstproxy.com/revolutionhealthcareacqcorp/2022. To enter the Special Meeting, you will need the 12-digit control number that is printed on your proxy card. We recommend logging in at least fifteen minutes before the meeting to ensure that you are logged in when the meeting starts. Online check-in will start shortly before the meeting on                 , 2022.

At the Special Meeting, you will be asked to consider and vote upon proposals to:

The Company will transact no other business at the Special Meeting, except such business as may properly come before the Special Meeting or any adjournments or postponements thereof. Each of the Amendment Proposals is cross-conditioned on the approval of each other. Each of the Amendment Proposals and the Adjournment Proposal is more fully described in the accompanying proxy statement, which you are encouraged to read carefully. 

Voting Power; Record Date

Only stockholders of record of the Company as of 5:00 p.m., New York City Time, on                , 2022, the Record Date, are entitled to notice of, and to vote at, the Special Meeting or any adjournment or postponement thereof. Each of the shares of Common Stock entitles the holder thereof to one vote. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. On the Record Date, there were 57,750,000 shares of Common Stock issued and outstanding, including (i) 55,000,000 shares of Class A Common Stock (that were initially sold in the IPO) and (ii) 2,750,000 shares of Class B Common Stock. The Company’s warrants do not have voting rights in connection with the proposals.

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Quorum and Vote of Stockholders

A quorum is the minimum number of shares required to be present at the Special Meeting for the Special Meeting to be properly held under our Charter and Delaware law. A majority of the voting power of all issued and outstanding shares of Common Stock entitled to vote as of the Record Date at the Special Meeting must be represented by virtual attendance or by proxy at the Special Meeting to constitute a quorum. Proxies that are marked “ABSTAIN” will be treated as shares present for purposes of determining the presence of a quorum on all matters. If a stockholder does not give the broker voting instructions, under applicable self-regulatory organization rules, its broker may not vote its shares on “non-discretionary” matters. We believe that each of the proposals is a “non-discretionary” matter, and therefore, there will not be any broker non-votes at the Special Meeting.

The Initial Stockholders collectively own all of our issued and outstanding shares of Class B Common Stock, collectively constituting 20% of the aggregate voting power of our issued and outstanding shares of Common Stock. Such shares will be voted in favor of the proposals presented at the Special Meeting.

Votes Required

Approval of the Charter Amendment Proposal requires the affirmative vote of the holders of at least 65% of the then-outstanding shares of Common Stock entitled to vote thereon, voting together as a single class.

Approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority of the then-outstanding shares of Common Stock present at the Special Meeting and entitled to vote thereon, voting together as a single class.

If you do not want any of the proposals to be approved, you must abstain, not vote or vote against such proposal. A stockholder’s failure to vote by proxy or to vote by virtual attendance at the Special Meeting will not be counted towards the number of shares required to validly establish a quorum, and if a valid quorum is otherwise established, such failure to vote will have the effect of a vote “AGAINST” the Charter Amendment Proposal and the Trust Amendment Proposal but no effect on the Adjournment Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established. Abstentions will have the effect of a vote “AGAINST” each of the Charter Amendment Proposal, the Trust Amendment Proposal and Adjournment Proposal. We believe that each of the proposals is a “non-discretionary” matter, and therefore, there will not be any broker non-votes at the Special Meeting.

Voting

You can vote your shares at the Special Meeting by proxy or online by virtually attending the Special Meeting. If your shares are owned directly in your name with our transfer agent, Continental, you are considered, with respect to those shares, the “stockholder of record.” If your shares are held in a stock brokerage account or by a bank or other nominee or intermediary, you are considered the beneficial owner of shares held in “street name” and are considered a “non-record (beneficial) stockholder.”

YOUR VOTE IS IMPORTANT. It is important that your shares be represented at the Special Meeting, regardless of the number of shares that you hold. You are, therefore, urged to execute and return, at your earliest convenience, the enclosed proxy card in the envelope that has also been provided.

Stockholders of Record

You can vote by proxy by having one or more individuals who will be at the Special Meeting vote your shares for you. These individuals are called “proxies” and using them to cast your ballot at the Special Meeting is called voting “by proxy.” If you wish to vote by proxy, you must (i) complete the enclosed form, called a “proxy card,” and mail it in the envelope provided or (ii) submit your proxy over the Internet or by telephone in accordance with the instructions on the enclosed proxy card. If you complete the proxy card and mail it in the envelope

15

provided or submit your proxy over the Internet or by telephone as described above, you will designate a representative of the Company to act as your proxy at the Special Meeting. One of the aforementioned individuals will then vote your shares at the Special Meeting in accordance with the instructions you have given them in the proxy card with respect to the proposals presented in this proxy statement. Proxies will extend to, and be voted at, any adjournments or postponements of the Special Meeting.

Alternatively, you can vote your shares online by virtually attending the Special Meeting.

Beneficial Owners

If your shares are held in an account through a broker, bank or other nominee or intermediary, you must instruct the broker, bank or other nominee how to vote your shares by following the instructions that the broker, bank or other nominee provides you along with this proxy statement. Your broker, bank or other nominee may have an earlier deadline by which you must provide instructions to it as to how to vote your shares, so you should read carefully the materials provided to you by your broker, bank or other nominee or intermediary.

If you hold your shares in “street name” and plan to vote at the Special Meeting you will need to have a legal proxy from the broker, bank or other nominee. A copy of the legal proxy will need to be emailed to proxy@continentalstock.com along with your full name, phone number and request for a control number at least 72 hours prior to the Special Meeting for processing.

If you do not provide voting instructions to your bank, broker or other nominee or intermediary and you do not vote your shares at the Special Meeting, your shares will not be voted on any proposal on which your bank, broker or other nominee does not have discretionary authority to vote. In these cases, the bank, broker or other nominee or intermediary will not be able to vote your shares on those matters for which specific authorization is required. We believe each of the proposals constitutes a “non-discretionary” matter.

Proxies

The Board is asking for your proxy. Giving your proxy as requested by the Board means you authorize the Company to vote your shares at the Special Meeting in the manner you direct. You may vote for or against each proposal or you may abstain from voting. All valid proxies received prior to the Special Meeting will be voted. All shares represented by a proxy will be voted, and where a stockholder specifies by means of the proxy a choice with respect to any matter to be acted upon, the shares will be voted in accordance with the specification so made. If no choice is indicated on the proxy, the shares will be voted “FOR” each of the proposals and as the proxy holders may determine in their discretion with respect to any other matters that may properly come before the Special Meeting.

Proxies that are marked “ABSTAIN” will be treated as shares present for purposes of determining the presence of a quorum on all matters. If a stockholder does not give the broker voting instructions, under applicable self-regulatory organization rules, its broker may not vote its shares on “non-discretionary” matters. We believe each of the proposals constitutes a “non-discretionary” matter, and therefore, there will not be any broker non-votes at the Special Meeting.

Stockholders who have questions or need assistance in completing or submitting their proxy cards should contact Okapi Partners LLC, our proxy solicitor, by calling (877) 259-6290, or banks and brokers can call collect at (212) 297-0720, or by emailing info@okapipartners.com.

Revocability of Proxies

If you have submitted a proxy to vote your shares and wish to change your vote, you may send a later-dated, signed proxy card to the Company’s Chief Executive Officer at 20 University Road, Cambridge, Massachusetts

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02138 so that it is received by the Company’s Chief Executive Officer prior to the vote at the Special Meeting. Stockholders also may revoke their proxy by sending a notice of revocation to the Company’s Chief Executive Officer, which must be received by the Company’s Chief Executive Officer prior to the vote at the Special Meeting, or by attending the Special Meeting and revoking their proxy and voting at the Special Meeting. Attendance at the Special Meeting alone will not change your vote. However, if your shares are held in “street name” by your broker, bank or another nominee, you must contact your broker, bank or other nominee to change your vote.

Attendance at the Special Meeting

The Special Meeting will be held via the Internet and will be a completely virtual meeting of stockholders. You will be able to attend the Special Meeting online, vote, view the list of stockholders entitled to vote at the Special Meeting and submit your questions during the Special Meeting by visiting https://www.cstproxy.com/revolutionhealthcareacqcorp/2022. To enter the Special Meeting, you will need the 12-digit control number that is printed on your proxy card. We recommend logging in at least fifteen minutes before the meeting to ensure that you are logged in when the meeting starts. Online check-in will start shortly before the meeting on                 , 2022.

You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage-paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the Special Meeting and vote by virtual attendance, obtain a valid proxy from your broker, bank or nominee.

Solicitation of Proxies

Our Board is soliciting proxies for use at the Special Meeting. All costs associated with this solicitation will be borne directly by the Company. We have engaged Okapi Partners LLC to assist in the solicitation of proxies for the Special Meeting. We have agreed to pay Okapi Partners LLC a fee of $                , plus disbursements, and indemnify Okapi Partners LLC and its affiliates against certain claims, liabilities, losses, damages and expenses for their services as the Company’s proxy solicitor. We will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of Class A Common Stock for their expenses in forwarding soliciting materials to beneficial owners of shares of Class A Common Stock and in obtaining voting instructions from those owners. Our directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

You may contact Okapi Partners LLC at:

Okapi Partners LLC

1212 Avenue of the Americas, 17th Floor

New York, NY 10036

Telephone: (877) 259-6290

(banks and brokers can call collect at (212) 297-0720)

Email: info@okapipartners.com

If any additional solicitation of the holders of our outstanding shares of Common Stock is deemed necessary, we (through our directors and officers) anticipate making such solicitation directly.

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Dissenters’ Rights and Appraisal Rights

The DGCL does not provide for appraisal or other similar rights for dissenting stockholders in connection with any of the proposals to be voted upon at the Special Meeting. Accordingly, our stockholders will have no right to dissent and obtain payment for their shares.

Warrant holders do not have appraisal rights in connection with any of the proposals to be voted upon at the Special Meeting.

Other Business

The Board does not know of any other matters to be presented at the Special Meeting. The form of proxy accompanying this proxy statement confers discretionary authority upon the named proxy holders with respect to amendments or variations to the matters identified in the accompanying Notice of Special Meeting and with respect to any other matters that may properly come before the Special Meeting. If any additional matters are properly presented at the Special Meeting, or at any adjournments or postponements of the Special Meeting, the persons named in the enclosed proxy card will have discretion to vote the shares they represent in accordance with the recommendations of our Board with respect to any such matters. We expect that the shares of Class A Common Stock represented by properly submitted proxies will be voted by the proxy holders in accordance with the recommendations of our Board with respect to any such matters.

Principal Executive Offices

Our principal executive offices are located at 20 University Road, Cambridge, Massachusetts 02138. Our telephone number is (617) 234-7000.

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If you would like additional copies of this proxy statement or if you have questions about the Business Combination or the proposals to be presented at the Special Meeting, you should contact the Company at the following address and telephone number:

Revolution Healthcare Acquisition Corp.

20 University Road

Cambridge, Massachusetts, 02138

(617) 234-7000

You may also obtain these documents by requesting them in writing or by telephone from the Company’s proxy solicitation agent at the following address and telephone number:

Okapi Partners LLC

1212 Avenue of the Americas, 17th Floor

New York, NY 10036

Telephone: (877) 259-6290

(banks and brokers can call collect at (212) 297-0720)

Email: info@okapipartners.com

If you are a stockholder of the Company and would like to request documents, please do so by                 , 2022 (one week prior to the Special Meeting), in order to receive them before the Special Meeting. If you request any documents from us, we will mail them to you by first class mail, or another equally prompt means.

* * *

The Board does not know of any other matters to be presented at the Special Meeting. If any additional matters are properly presented at the Special Meeting, the persons named in the enclosed proxy card will have discretion to vote the shares they represent in accordance with their own judgment on such matters.

YOUR VOTE IS IMPORTANT. It is important that your shares be represented at the Special Meeting, regardless of the number of shares that you hold. You are, therefore, urged to execute and return, at your earliest convenience, the enclosed proxy card in the envelope that has also been provided.

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ANNEX A

FORM OF

CERTIFICATE OF AMENDMENT

OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

REVOLUTION HEALTHCARE ACQUISITION CORP.

REVOLUTION HEALTHCARE ACQUISITION CORP., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows:

1. The name of the Corporation is Revolution Healthcare Acquisition Corp. The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on January 11, 2021. An Amended and Restated Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on March 16, 2021 (the “Amended and Restated Certificate of Incorporation”).

2. This Amendment to the Amended and Restated Certificate of Incorporation (this “Amendment”) has been duly adopted by the Board of Directors of the Corporation and approved by the Corporation’s stockholders in accordance with the provisions of the Amended and Restated Certificate of Incorporation and Section 242 of the General Corporation Law of the State of Delaware. The approval of the Amendment is intended to constitute the adoption of a plan of complete liquidation of the Corporation for U.S. federal income tax purposes.

3. The Amended and Restated Certificate of Incorporation is hereby amended by deleting Article IX, Section 9.1(b) in its entirety and inserting the following in lieu thereof:

(b) Immediately after the Offering, a certain amount of the net offering proceeds received by the Corporation in the Offering (including the proceeds of any exercise of the IPO Option) and certain other amounts specified in the Corporation’s registration statement on Form S-1, as initially filed with the Securities and Exchange Commission on March 1, 2021 (as amended, the “Registration Statement”), shall be deposited in a trust account (the “Trust Account”), established for the benefit of the Public Stockholders (as defined below) pursuant to a trust agreement described in the Registration Statement. Except for the withdrawal of interest to pay franchise and income taxes, none of the funds held in the Trust Account (including the interest earned on the funds held in the Trust Account) shall be released from the Trust Account until the earliest of (i) the completion of an Initial Business Combination, (ii) the redemption of 100% of the Offering Shares (as defined below) if the Corporation is unable to complete its Initial Business Combination by [•], 2022 or such later date as approved by holders of a majority of the Corporation’s outstanding common stock that are voted at a meeting to extend such date, voting together as a single class and (iii) the redemption of shares in connection with a vote seeking to amend any provisions of the Amended and Restated Certificate relating to stockholders’ rights or pre-Initial Business Combination activity (as described in Section 9.7). Holders of shares of the Corporation’s Common Stock included as part of the SAIL^SM securities sold in the Offering (the “Offering Shares”) (whether such Offering Shares were purchased in the Offering or in the secondary market following the Offering and whether or not such holders are members or affiliates of REV Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Health Assurance Economy Foundation (the “Foundation”) or officers or directors of the Corporation) are referred to herein as “Public Stockholders.”

4. The Amended and Restated Certificate of Incorporation is hereby amended by deleting Article IX, Section 9.2(d) in its entirety and inserting the following in lieu thereof:

(d) In the event that the Corporation (i) has not consummated an Initial Business Combination by [•], 2022, or such later date as approved by holders of a majority of the Corporation’s outstanding common stock that are voted at a meeting to extend such date, voting together as a single class or (ii) elects to wind up the affairs of the Corporation for any reason prior to the consummation of an Initial Business Combination, the Corporation shall

ANNEX A

(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 subject to lawfully available funds therefor, redeem 100% of the Offering Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Corporation to pay its franchise and income taxes (less up to $100,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding Offering Shares, which redemption shall completely extinguish rights of the Public Stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Corporation’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment on this                  day of                 , 2022.

ANNEX B

AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT

THIS AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment Agreement”), dated as of [•] 2022, is made by and between Revolution Healthcare Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

WHEREAS, the parties hereto are parties to that certain Investment Management Trust Agreement dated as of March 17, 2021 (the “Trust Agreement”);

WHEREAS, following the closing of the Offering and as of March 17, 2021, a total of $550,000,000 of the net proceeds from the Offering was placed in the Trust Account;

WHEREAS, Section 1(i) of the Trust Agreement provides that the Trustee is to commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B to the Trust Agreement, as applicable, signed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer, Secretary or Chairman of the Board of Directors of the Company or other authorized officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income taxes (and up to $100,000 of interest that may be released to the Company to pay dissolution expenses, if applicable), only as directed in the Termination Letter and the other documents referred to therein, or (y) upon the date which is the later of (1) 24 months after the closing of the Offering and (2) such later date as may be approved by the Company’s stockholders in accordance with the Company’s amended and restated certificate of incorporation, if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B to the Trust Agreement and the Property in the Trust Account, including interest not previously released to the Company to pay its franchise and income taxes (up to $100,000 of interest that may be released to the Company to pay dissolution expenses) shall be distributed to the Public Stockholders of record as of such date; provided, however, that in the event the Trustee receives a Termination Letter in a form substantially similar to Exhibit B to the Trust Agreement, or if the Trustee begins to liquidate the Property because it has received no such Termination Letter by the date which is the later of (1) 24 months after the closing of the Offering and (2) such later date as may be approved by the Company’s stockholders in accordance with the Company’s amended and restated certificate of incorporation, the Trustee shall keep the Trust Account open until twelve (12) months following the date the Property has been distributed to the Public Stockholders;

WHEREAS, Section 6(d) of the Trust Agreement provides that the Trust Agreement may only be modified, amended or deleted with the affirmative vote of either (i) the Company’s stockholders of record as of a record date established in accordance with Section 213(a) of the Delaware General Corporation Law, as amended (or any successor rule), who hold sixty-five percent (65%) or more of all then outstanding voting power of the Class A Common Stock and Class B common stock of the Company voting together as a single class, have voted in favor of such change, amendment or modification, or (ii) the Company’s stockholders of record as of the record date who hold sixty-five percent (65%) or more of all then outstanding voting power of the Class A Common Stock and Class B Common Stock of the Company voting together as a single class, have delivered to such entity a signed writing approving such change, amendment or modification; and

WHEREAS, pursuant to a special meeting of the stockholders of the Company held on the date hereof, at least sixty five percent (65%) of the then issued and outstanding shares of Class A Common Stock and Class B Common Stock, voting together as a single class, voted affirmatively to approve this Amendment Agreement;

WHEREAS, pursuant to a special meeting of the stockholders of the Company held on the date hereof, at least sixty five percent (65%) of the then issued and outstanding shares of Class A Common Stock and Class B

Common Stock, voting together as a single class, voted affirmatively to approve an amendment to the Amended and Restated Certificate of Incorporation of the Company (the “Amended Charter”); and

WHEREAS, each of the Company and the Trustee desires to amend the Trust Agreement as provided herein.

NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

1.    Definitions. Capitalized terms contained in this Amendment Agreement, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Trust Agreement.

2.    Amendment to the Trust Agreement. Effective as of the execution hereof, Section 1(i) of the Trust Agreement is hereby amended and restated in its entirety as follows:

“(i) Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer, Secretary or Chairman of the Board of Directors of the Company (the “Board”) or other authorized officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income taxes (and up to $100,000 of interest that may be released to the Company to pay dissolution expenses, if applicable), only as directed in the Termination Letter and the other documents referred to therein, or (y) upon the date which is the later of (1) [•], 2022 and (2) such later date as may be approved by the Company’s stockholders in accordance with the Company’s amended and restated certificate of incorporation, if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest not previously released to the Company to pay its franchise and income taxes (up to $100,000 of interest that may be released to the Company to pay dissolution expenses) shall be distributed to the Public Stockholders of record as of such date; provided, however, that in the event the Trustee receives a Termination Letter in a form substantially similar to Exhibit B hereto, or if the Trustee begins to liquidate the Property because it has received no such Termination Letter by the date which is the later of (1) [•], 2022 and (2) such later date as may be approved by the Company’s stockholders in accordance with the Company’s amended and restated certificate of incorporation, the Trustee shall keep the Trust Account open until twelve (12) months following the date the Property has been distributed to the Public Stockholders. It is acknowledged and agreed that there should be no reduction in the principal amount initially deposited in the Trust Account.”

3.    No Further Amendment. The parties hereto agree that except as provided in this Amendment Agreement, the Trust Agreement shall continue unmodified, in full force and effect and constitute legal and binding obligations of all parties thereto in accordance with its terms. This Amendment Agreement forms an integral and inseparable part of the Trust Agreement.

4.    References.

(a)    All references to the “Trust Agreement” (including “hereof,” “herein,” “hereunder,” “hereby” and “this Agreement”) in the Trust Agreement shall refer to the Trust Agreement as amended by this Amendment Agreement. Notwithstanding the foregoing, references to the date of the Trust Agreement (as amended hereby) and references in the Trust Agreement to “the date hereof,” “the date of this Trust Agreement” and terms of similar import shall in all instances continue to refer to March 17, 2021.

(b)    All references to the “amended and restated certificate of incorporation” in the Trust Agreement and terms of similar import shall mean the amended and restated certificate of incorporation of the Company as amended by the Amended Charter.

5.    Governing Law and Jurisdiction. This Amendment Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, State of New York, for purposes of resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT, EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.

6.    Counterparts. This Amendment Agreement may be executed in several original or facsimile counterparts, each of which shall constitute an original, and together shall constitute but one instrument.

7.    Other Miscellaneous Terms. The provisions of Sections 6(e), 6(f) and 6(j) of the Trust Agreement shall apply mutatis mutandis to this Amendment Agreement, as if set forth in full herein.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment Agreement to be duly executed by their duly authorized representatives, all as of the day and year first above written.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment Agreement to be duly executed by their duly authorized representatives, all as of the day and year first above written.

p FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED p

Signature                                                     

Signature, if held jointly                                                                         Date                                 2022.

Note: Please sign exactly as name appears hereon. When shares are held by joint owners, both should sign. When signing as attorney, executor, administrator, trustee, guardian, or corporate officer, please give title as such.

Important Notice Regarding the Availability of

Proxy Materials for the Special Meeting of Stockholders

on                    , 2022:

To view the notice of meeting and the accompanying

Proxy Statement and attend the meeting at the applicable time at

https://www.cstproxy.com/revolutionhealthcareacqcorp/2022

p  FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED p

PROXY