UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): August 26, 2024

 

HEALTHCARE AI ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

 

Cayman Islands

 

001-41145

 

98-1585450

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

418 Broadway #6434

Albany NY 12207

(Address of principal executive offices, including zip code)

 

(917) 446-0469

Registrant’s telephone number, including area code: 

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

 

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

 

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

 

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Units, each consisting of one Class A Ordinary Share and one-half of one Redeemable Warrant

 

HAIAU

 

The Nasdaq Stock Market, LLC

 

 

 

 

 

Class A Ordinary Share, par value $0.0001 per share

 

HAIA

 

The Nasdaq Stock Market, LLC

 

 

 

 

 

Warrant, each whole warrant exercisable for one Class A Ordinary Share for $11.50 per share

 

HAIAW

 

The Nasdaq Stock Market, LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

Item 1.01. Entry into a Material Definitive Agreement.

 

The disclosure contained in Item 2.03 is incorporated by reference in this Item 1.01

 

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

On August 23, 2024, Healthcare AI Acquisition Corp. (the “Company”) issued one unsecured promissory note (the “Note”) in an amount of $350,000, to Leading Group Limited, a Cayman Islands exempted company with limited liability (“LEADING”), for a loan to the Company from LEADING for working capital purposes. As previously reported on August 15, 2024, the Company entered into a business combination agreement with Leading Partners Limited, a Cayman Islands exempted company and LEADING for purposes of completing a business combination (“Business Combination “).

 

The Note does not bear interest and matures upon closing of the Business Combination by the Company. In the event of a liquidation, all amounts due under the Note shall be repaid in cash. In the event of a Business Combination, the Note may be repaid, at LEADING’s discretion, (i) in cash or (ii) converted into the Company’s Class A ordinary shares, $0.0001 par value per share, at a share price of Ten Dollars ($10.00) per share.

 

The foregoing description of the Note is qualified in its entirety by reference to the full text of the Note, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

EXHIBIT NO.

 

DESCRIPTION

 

 

 

10.1

Promissory Note, dated August 23, 2024

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

2

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

HEALTHCARE AI ACQUISITION CORP.

 

 

 

 

 

Dated: August 26, 2024

By:

/s/ Jiande Chen

 

 

 

Name: Jiande Chen

 

 

 

Title: Chief Executive Officer

 

 

 

3

 

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Cover
Aug. 26, 2024
Document Information Line Items  
Entity Registrant Name HEALTHCARE AI ACQUISITION CORP.
Entity Central Index Key 0001848861
Document Type 8-K
Amendment Flag false
Entity Emerging Growth Company true
Document Period End Date Aug. 26, 2024
Entity Ex Transition Period false
Entity File Number 001-41145
Entity Incorporation State Country Code E9
Entity Tax Identification Number 98-1585450
Entity Address Address Line 1 418 Broadway #6434
Entity Address City Or Town Albany
Entity Address State Or Province NY
Entity Address Postal Zip Code 12207
City Area Code 917
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Local Phone Number 446-0469
Class A Ordinary Share Units [Member]  
Document Information Line Items  
Security 12b Title Units, each consisting of one Class A Ordinary Share and one-half of one Redeemable Warrant
Trading Symbol HAIAU
Security Exchange Name NASDAQ
Class A Ordinary Share [Member]  
Document Information Line Items  
Security 12b Title Class A Ordinary Share, par value $0.0001 per share
Trading Symbol HAIA
Security Exchange Name NASDAQ
Class A Ordinary Shares Warrants [Member]  
Document Information Line Items  
Security 12b Title Warrant, each whole warrant exercisable for one Class A Ordinary Share for $11.50 per share
Trading Symbol HAIAW
Security Exchange Name NASDAQ
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