IPO and Financial Transactions - The company completed its Initial Public Offering on December 14, 2021, raising gross proceeds of $200 million from the sale of 20 million units at $10.00 per unit[130]. - An additional $15,624,010 was generated from the partial exercise of the over-allotment option, with total transaction costs amounting to $12,926,100[130][132]. - Following the IPO, $219,936,490 was placed in a trust account, invested in U.S. government securities, with a per unit value of $10.20[133]. - The underwriters were paid a cash underwriting discount of $0.20 per Unit, totaling $4,312,480, with an additional deferred fee of $7,546,840 payable upon completion of a business combination[167]. Business Combination and Deadlines - On June 12, 2023, the company extended the deadline for completing a business combination to June 14, 2024, with a monthly extension fee of $50,000[134]. - The Company has until October 14, 2025, to consummate a business combination, after which mandatory liquidation will occur if not completed[158]. - The Company entered into a Business Combination Agreement with Leading Partners Limited, exchanging 11,124,960 private placement warrants for 500,000 Holdco Class A Ordinary Shares and 43,000,000 Holdco Class A Ordinary Shares for LEADING equity holders[150]. Shareholder Redemptions - A total of 19,824,274 shares were redeemed by public shareholders for $10.54 per share, resulting in $208,992,255 being removed from the trust account[136]. - Approximately $12,302,385 was removed from the trust account for the redemption of 1,146,276 shares at $10.73 per share[139]. - Following the extraordinary meeting on April 30, 2025, approximately $2,948,990 was removed from the Trust Account due to the redemption of 246,676 shares[154]. - Public shareholders have the right to redeem their shares for a pro rata portion of the trust account, initially anticipated to be $10.20 per share[141]. - If the company fails to complete a business combination by December 14, 2024, it will redeem public shares at a price equal to the amount in the trust account, estimated to be $10.20 per share[145]. Financial Position and Performance - As of June 30, 2025, the Company had a working capital deficit of approximately $2,503,403 and only $212 in its operating bank account[155]. - The Trust Account balance decreased significantly from $225,411,726 as of March 31, 2023 to $1,865,847 as of June 30, 2025 due to redemptions totaling $221,294,640[161]. - For the three months ended June 30, 2025, the Company reported a net loss of $542,059, with interest income of $25,966 offset by operating costs and changes in fair value of warrant liability[162]. - The Company anticipates that cash held outside the Trust Account may not be sufficient for operations for at least the next 12 months if a business combination is not completed[157]. Accounting Policies and Reporting - The Company has identified critical accounting policies that may significantly affect reported amounts, including the accounting for Class A ordinary shares subject to possible redemption[172]. - The company accounts for warrants issued in connection with its initial public offering as liabilities, measured at fair value at inception and each reporting date[174]. - As of June 30, 2025, the company did not have any dilutive securities, resulting in diluted loss per ordinary share being the same as basic loss per ordinary share[176]. - The company adopted ASU 2016-13 on January 1, 2023, which did not have a material impact on its financial statements[178]. - The company does not have any off-balance sheet arrangements as of June 30, 2025[180]. - The company is classified as an "emerging growth company" and is exempt from certain reporting requirements[182]. - The company has elected not to opt out of the extended transition period for new or revised financial accounting standards[183]. - The company is classified as a smaller reporting company and is not required to provide certain disclosures[185]. Economic Impact - Inflation did not have a material impact on the company's business, revenues, or operating results during the period presented[181].

IPO and Financial Transactions - The company completed its Initial Public Offering on December 14, 2021, raising gross proceeds of $200 million from the sale of 20 million units at $10.00 per unit[123]. - An additional $15,624,010 was generated from the partial exercise of the over-allotment option, with total transaction costs amounting to $12,926,100[123][125]. - Following the IPO, $219,936,490 was placed in a trust account, with a per unit value of $10.20, invested in U.S. government securities[126]. - The underwriters were paid a cash underwriting discount of $0.20 per Unit, totaling $4,312,480, with an additional deferred fee of $7,546,840 contingent on completing a business combination[163]. Business Combination and Shareholder Rights - On June 12, 2023, the company extended the deadline for completing a business combination until June 14, 2024, with a monthly extension fee of $50,000[127]. - The company must complete an initial business combination with a fair market value of at least 80% of the net assets held in the trust account[135]. - Public shareholders have the right to redeem their shares for a pro rata portion of the trust account, initially anticipated to be $10.20 per share[136]. - The initial shareholders have agreed to waive their liquidation rights regarding Founder Shares and Private Placement Warrants if the company fails to complete a business combination within the Combination Period[142]. - In the event of liquidation, the per share value of the assets remaining for distribution is expected to be $10.20 per share initially held in the trust account[143]. - The Company entered into a Business Combination Agreement with Leading Partners Limited, exchanging 11,124,960 private placement warrants for 500,000 Holdco Class A Ordinary Shares and 43,000,000 Holdco Class A Ordinary Shares for LEADING equity holders[146]. Financial Performance and Position - For the three months ended March 31, 2025, the Company reported a net loss of $74,119, with interest income of $41,140 and operating costs of $75,828[157]. - The Company had a working capital deficit of approximately $1,405,550 as of March 31, 2025, indicating liquidity challenges[150]. - As of March 31, 2025, the Trust Account balance decreased significantly from $225,411,726 in March 2023 to $4,758,369, due to redemptions totaling $221,294,640[156]. - Following the general annual meeting, approximately $2,235,721.75 was removed from the Trust Account due to the redemption of 192,664 shares, resulting in 5,789,786 Class A Shares outstanding[147]. - The Company has until October 14, 2025, to consummate a business combination, with uncertainty regarding the ability to meet this deadline[153]. - The Company anticipates that cash held outside the Trust Account may not be sufficient for operations over the next 12 months if a business combination is not completed[152]. Accounting and Reporting - The Company recognized $nil for administrative support services expense for the three months ended March 31, 2025, following the waiver of unpaid service fees by the Former Sponsor[160]. - The company accounts for warrants issued in connection with its initial public offering as liabilities, measured at fair value at inception and each reporting date[170]. - Net (loss) income per ordinary share is calculated by dividing net (loss) income by the weighted average number of shares outstanding, with no dilutive securities as of March 31, 2025[171]. - The company adopted ASU 2016-13 on January 1, 2023, which requires financial assets to be presented at the net amount expected to be collected, but it did not have a material impact on financial statements[174]. - As of March 31, 2025, there were no off-balance sheet arrangements[176]. Market Conditions and Company Classification - Inflation did not have a material impact on the company's business, revenues, or operating results during the reported period[177]. - The company qualifies as an "emerging growth company" and benefits from certain exemptions from reporting requirements, including auditor attestation requirements[178]. - The company has elected not to opt out of the extended transition period for new or revised financial accounting standards, allowing it to adopt standards at the same time as private companies[179]. - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures[180].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to HEALTHCARE AI ACQUISITION CORP. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 98-1585450 (State or Other Jurisdiction of Incorporation or O ...

NEW YORK, Aug. 15, 2024 /PRNewswire/ -- Leading Group Limited ("LEADING"), a licensed digital insurance broker operating in the Insurance Services segment in China as an Insurance Channel Specialist, and Healthcare AI Acquisition Corp. ("HAIA") (NASDAQ: HAIA), a publicly-traded special purpose acquisition company, today announced that they have entered into a definitive business combination agreement (the "Business Combination Agreement") where HAIA and LEADING will enter a series of merger transactions (th ...

Financial Position and Capital Structure - As of December 31, 2023, the company had $212 in its operating bank account and working capital of $593,046, raising concerns about its ability to operate until December 14, 2024, without a business combination [233]. - The company has no current commitments to issue debt but may incur substantial debt to complete its initial business combination, which could negatively impact cash flow and operational flexibility [234]. - The company may issue a substantial number of additional Class A ordinary shares or preference shares to complete its initial business combination, potentially diluting existing shareholders [251]. - The company received net proceeds of $222,436,490 from its initial public offering, including $196,000,000 from the IPO and $11,124,960 from the sale of private placement warrants [260]. - The company has 11,124,960 private placement warrants, each exercisable for one Class A Ordinary Share at $11.50, generating gross proceeds of $11,124,960 [260]. - If the company does not complete a business combination by December 14, 2024, the private placement warrants will expire worthless [260]. - The independent auditor's report expresses substantial doubt about the company's ability to continue as a going concern [257]. - The company may incur substantial debt to complete a business combination, which could adversely affect its financial condition and shareholder value [257]. - If the company fails to secure additional financing for operations or growth post-business combination, it could materially impact the target business [269]. Business Combination Risks - The company may only be able to complete one business combination with the proceeds from its initial public offering, leading to a lack of diversification and increased operational risk [235]. - The company may pursue business combinations with privately held companies, which could result in decisions based on limited information and potentially less profitable outcomes [240]. - The company must furnish target business financial statements, which may hinder the completion of advantageous business combinations [247]. - The company is subject to the Sarbanes-Oxley Act, which may increase the time and costs necessary to complete business combinations due to compliance requirements [248]. - The company may face challenges in completing a business combination due to potential CFIUS review if it targets a U.S. business, limiting its options [279]. - The company may need to amend its governing instruments to facilitate the completion of a business combination, which may not align with shareholder interests [267]. - If the company does not consummate a business combination within the required timeframe, public shareholders may receive approximately $10.20 per share upon liquidation [276]. - The company may face challenges in obtaining additional financing to complete its initial business combination, which could lead to restructuring or abandonment of the deal [291]. - If the initial business combination is not completed by December 14, 2024, public shareholders may receive approximately $10.20 per share upon liquidation [302]. Shareholder Influence and Governance - The company’s initial shareholders beneficially own 75% of the issued and outstanding ordinary shares, allowing them substantial influence over shareholder votes and corporate actions [246]. - The board of directors is divided into three classes, with only one class elected each year, potentially limiting shareholder influence prior to the business combination [293]. - Initial shareholders own 75% of the outstanding ordinary shares after the IPO, ensuring a simple majority for shareholder approval of business combinations [331]. - There are restrictions on public shareholders redeeming more than 15% of the shares sold in the IPO without prior consent, potentially impacting their influence [334]. - If the company fails to complete an initial business combination, public shareholders will not be entitled to redeem their shares for a pro rata share of the trust account [339]. Market and Operational Risks - Geopolitical tensions, including conflicts in Ukraine and Israel, may lead to market volatility and disruptions that could adversely affect the company's operations and financial performance [249]. - The company is subject to risks associated with geopolitical tensions, including conflicts and sanctions, which may adversely affect its search for a target business [296]. - The potential for currency fluctuations could impact the dollar equivalent of net assets and distributions if a non-U.S. target is acquired [315]. - The company may need to conduct due diligence in foreign jurisdictions, which could complicate the initial business combination process [307]. - The management team of the target business may not be familiar with U.S. securities laws, potentially leading to regulatory issues post-combination [322]. - The company may not be able to complete a business combination with a U.S. target due to foreign investment regulations [301]. - The inability to enforce agreements in a new jurisdiction could result in significant business losses [288]. Legal and Compliance Considerations - The company intends to utilize the extended transition period under the JOBS Act for complying with new accounting standards [329]. - The trust account proceeds could be subject to bankruptcy claims if a bankruptcy petition is filed before distribution [336]. - The company will conduct redemptions under tender offer rules, which will remain open for at least 20 business days [338]. - There is no guarantee that third parties will waive claims to the trust account, which could affect the funds held for public shareholders [340]. - The company is not required to hold an annual meeting until one year after its first fiscal year end following its Nasdaq listing [337].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 (I.R.S. Employer Identification No.) 8 The Green, Ste 15614 Dover DE 19901 19810 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41145 HEALTHCARE AI ACQUISITION CORP. (Exa ...

IPO and Fundraising - The company completed its Initial Public Offering (IPO) on December 14, 2021, raising gross proceeds of $200 million from the sale of 20 million units at $10.00 per unit[123]. - An additional $15.62 million was generated from the partial exercise of the underwriters' over-allotment option, incurring approximately $859,320 in underwriting fees[123]. - Following the IPO, $219,936,490 was placed in a trust account, with a per unit value of $10.20, invested in U.S. government securities[126]. Business Combination and Shareholder Actions - On June 12, 2023, the company extended the deadline for completing a business combination until July 14, 2024, with a monthly extension fee of $50,000[127]. - A total of 19,824,274 shares were redeemed by public shareholders at $10.54 per share, resulting in $208,992,255 being removed from the trust account[129]. - The company must complete an initial business combination with a fair market value of at least 80% of the net assets held in the trust account[132]. - Public shareholders will have the opportunity to redeem their shares for a pro rata portion of the trust account, initially anticipated to be $10.20 per share[132]. - The initial shareholders have agreed to waive their liquidation rights regarding Founder Shares and Private Placement Warrants if the company fails to complete a business combination within the specified period[138]. - The sponsor is liable for any claims that reduce the trust account funds below $10.20 per public share, ensuring protection for the amounts held in the trust account[139]. Financial Position and Operations - As of June 30, 2023, the company had $212 in its operating bank account and a working capital deficit of approximately $(73,251) compared to $401,275 and $468,359, respectively, as of December 31, 2022[141]. - The company completed its IPO, releasing capital for general working capital purposes, but anticipates that cash held outside the Trust Account may not be sufficient to operate for at least the next 12 months if a business combination is not consummated[142][143]. - The company has until August 14, 2023, to consummate a business combination, with the option to extend the Termination Date until June 14, 2024, by depositing $50,000 per month into the trust account[144]. - A significant decrease in the Trust account balance occurred, dropping from $225,411,726 as of March 31, 2023, to $18,603,504 as of June 30, 2023, due to the redemption of 19,824,274 Class A ordinary shares totaling $208,992,255[146]. - For the three months ended June 30, 2023, the company reported a net income of $3,421,457, consisting of interest income of $2,134,033, offset by formation and operating costs of $300,773[146]. - The company recognized $20,000 and $50,000 for administrative support services expenses for the three and six months ended June 30, 2023, respectively[148]. - The company has no long-term debt obligations or significant liabilities other than those mentioned in the financial statements[147]. - The company can raise additional capital through Working Capital Loans from the New Sponsor and certain officers and directors, but there is no obligation for them to advance funds[145]. - The company has not engaged in any operations or generated revenues to date, with all activities focused on preparing for the IPO and business combination[146]. - The company has identified substantial doubt about its ability to continue as a going concern for the next twelve months if a business combination is not completed[145]. Regulatory and Market Considerations - Inflation did not have a material impact on the company's business, revenues, or operating results during the reported period[166]. - The company is classified as an "emerging growth company" under the JOBS Act, allowing it to take advantage of certain reporting exemptions[167]. - The company has elected not to opt out of the extended transition period for new or revised financial accounting standards, which may complicate financial statement comparisons with other public companies[168]. - As a smaller reporting company, the company is not required to provide certain market risk disclosures[170].

IPO and Fundraising - The Company completed its Initial Public Offering (IPO) on December 14, 2021, raising gross proceeds of $200 million from the sale of 20 million units at $10.00 per unit[115]. - An additional $15.62 million was generated from the sale of over-allotment units, with total transaction costs amounting to $12.93 million[117]. - The Company has raised $11.12 million from the private placement of warrants at $1.00 per warrant[116]. - The underwriters received a cash underwriting discount of $0.20 per Unit, totaling $4,312,480, with an additional deferred fee of $0.35 per Unit, amounting to $7,546,840[144]. Financial Position and Operations - As of March 31, 2023, the Company had $154,709 in its operating bank account and working capital of approximately $100,427[131]. - The Trust Account holds $219.94 million, invested in U.S. government securities, until the completion of a business combination[118]. - The Company anticipates that cash held outside of the Trust Account may not be sufficient to sustain operations for at least the next 12 months if a business combination is not consummated[133]. - The Company has no long-term debt obligations or off-balance sheet arrangements as of March 31, 2023[139][155]. Business Combination and Shareholder Rights - The Company must complete a business combination with an aggregate fair market value of at least 80% of the net assets held in the Trust Account[120]. - Public shareholders will have the opportunity to redeem their shares for a pro rata portion of the Trust Account, initially anticipated to be $10.20 per share[121]. - The Company has until June 14, 2023, to complete a business combination, after which mandatory liquidation will occur if not completed[134]. - The initial shareholders have agreed to waive their liquidation rights regarding Founder Shares if the Company fails to complete a business combination within the Combination Period[127]. Financial Performance - For the three months ended March 31, 2023, the company reported a net loss of $225,709, which included interest income of $2,362,839 and operating costs of $397,932[137]. - The company had a net income of $7,702,242 for the three months ended March 31, 2022, primarily due to a change in fair value of warrant liability of $7,956,318[138]. - The company recognized $30,000 for administrative support services expense for both the three months ended March 31, 2023 and 2022[141]. Future Expectations and Regulatory Compliance - The company expects to incur increased expenses post-Initial Public Offering due to legal, financial reporting, and due diligence costs[136]. - The company anticipates substantial increases in expenses after the closing of the Initial Public Offering[136]. - The company adopted ASU 2016-13 on January 1, 2023, which did not have a material impact on its financial statements[153]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[157].

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Healthcare AI Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-41145 98-1585450 (State or other jurisd ...