Business Description

Healthcare AI Acquisition Corp. (referred to herein as the “ Company ” or “ HAIA ”) is a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this Report as our initial business combination. We have not yet entered into a definitive agreement with any specific business combination target. Initial Public Offering On December 14, 2021, we consummated our initial public offering 21,562,401 units, each unit consisting of one Class A Ordinary share, par value $0.0001 per share (“ Class A Shares ”) and one-half of one redeemable warrant, including the issuance of 1,562,401 units as a result of the underwriters’ partial exercise of the over-allotment option (the “ Units ” and, with respect to the ordinary shares and warrants included in the Units being offered, the “ Public Shares ” and “ Public Warrants ,” respectively), at $10.00 per Unit, generating gross proceeds of $215,624,010. Simultaneously with the closing of the IPO, the Company consummated the sale of 11,124,960 warrants (the “ Private Placement Warrants ”), (including 624,960 Private Placement Warrants in connection with the partial exercise of the underwriters’ overallotment option), at a price of $1.00 per Private Placement Warrant in a private placement to the former Sponsor, generating gross proceeds of $11,124,960. A total of $219,936,490 ($10.20 per Unit), from the net proceeds of the sale of the Units and the sale of the Private Placement Warrants was placed in the trust account maintained by Continental, acting as trustee. Sponsor Handover On June 8, 2023, the Company entered into a share purchase agreement in connection with the transfer from the former Sponsor to Atticus Ale, LLC (the “ Sponsor ”) of 3,184,830 Founder Shares (the “ Transfer ”) which Transfer closed on June 12, 2023 (the “ Sponsor Handover ”), on which date an amendment to the Letter Agreement was approved to allow the transfer of Class B ordinary shares of the Company, $0.0001 par value per share (“ Founder Shares ” or “ Class B Shares ”) to Class A Shares, on a one-for-one basis, by its initial shareholders, including the Sponsor, at any time prior to closing of business combination. On June 12, 2023, the Company approved a special resolution to the Articles of Association to extend the time to consummate a business combination until June 14, 2024, on a month-to-month basis by depositing $50,000 into the Company’s trust account for each one-month extension, up to twelve (12) times (the “ New Extensions ”). On the same date, the Articles of Association was also amended to remove the limitation that the Company may not redeem Public Shares to the extent that such redemption would result in the Company having net tangible assets of less than $5,000,001 (the “ Redemption Limitation ”) in order to allow the Company to redeem Public Shares irrespective of whether such redemption would exceed the Redemption Limitation. In connection with the Sponsor Handover, the following agreements were executed: (i) a Joinder Agreement, dated June 12, 2023, between the Company and the New Sponsor, whereby the New Sponsor agreed to become a party to the Letter Agreement and the Registration Rights Agreement and transferring to the New Sponsor, following consummation of the Company’s initial business combination, the right to appoint three members to the board of directors; and (ii) a Warrant Exchange Agreement, dated June 12, 2023, between the former Sponsor and the Company whereby upon the consummation of the initial business combination, the Placement Warrants will be exchanged for 500,000 Class A Shares. Following the Sponsor Handover, 19,824,274 shares were redeemed by public shareholders for $10.54 per share. As a result, $208,992,255 was removed from the Company’s trust account to pay such shareholders.…