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[130]. - An additional 1,562,401 units were sold through the over-allotment option, generating gross proceeds of $15,624,010[130]. - 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[133]. - The underwriters were paid a cash underwriting discount of $0.20 per Unit, totaling $4,312,480, upon the closing of the Initial Public Offering[167]. Business Combination and Redemptions - 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]. - After the Sponsor Handover, 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[136]. - A total of 1,146,276 shares were also redeemed at $10.73 per share, leading to an additional $12,302,385 being withdrawn from the trust account[139]. - Following the conversions and redemptions, the company has 591,851 Class A shares and one Class B share outstanding, with approximately $6,352,029 remaining in the trust account[139]. - 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[140]. - The initial shareholders have agreed to waive their liquidation rights regarding Founder Shares if the company fails to complete a business combination within the specified period[146]. - If the company does not complete a business combination by the end of the Combination Period, it will redeem public shares at a price equal to the amount in the trust account, initially anticipated to be $10.20 per share[145]. - 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]. Financial Performance and Position - 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 has until October 14, 2025, to consummate a business combination, after which mandatory liquidation will occur if not completed[158]. - 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]. - The Company has not generated any operating revenues to date and relies on interest income from the Trust Account[161]. - 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 consummated[157]. Accounting and Regulatory Matters - The Company recognized $nil for administrative support services expense for the three and six months ended June 30, 2025, due to the waiver of unpaid service fees by the Former Sponsor[164]. - 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]. - Inflation did not have a material impact on the company's business, revenues, or operating results during the period presented[181]. - The company is classified as an "emerging growth company" and benefits from certain exemptions from 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 under market risk[185].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) Commission File Number: 001-41145 HEALTHCARE AI ACQUISITION CORP. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 98-1585450 (State or Other Jurisdiction of Incorporation or Organization) 418 Broadway #6434 Albany NY 12207 19810 ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT ...

Financial Condition - As of December 31, 2024, the company had $212 in its operating bank account and a working capital deficit of $1,293,798, raising substantial doubt about its ability to continue as a going concern [280]. - The net proceeds from the initial public offering, over-allotment, and the sale of private placement warrants amounted to $222,436,490, including $196,000,000 from the IPO after underwriting costs [282]. - Approximately $4,704,977 remained in the Trust Account as of February 14, 2025, after share redemptions related to extending the business combination deadline [282]. - The company may need to seek additional financing if the net proceeds from the IPO are insufficient for the initial business combination or to fund operations [290]. - The company has no operating history and no revenues, making it difficult for investors to evaluate its ability to achieve business objectives [350]. Business Combination Risks - The company may incur substantial debt to complete an initial business combination, which could adversely affect its leverage and financial condition [281]. - If the initial business combination is not completed within the required time, public shareholders may receive approximately $10.20 per share upon liquidation of the trust account [289]. - The company has not yet entered into a definitive agreement with any specific target business, making it difficult to ascertain capital requirements for any transaction [290]. - Compliance with the Sarbanes-Oxley Act may increase the time and costs associated with completing a business combination [295]. - The company may face significant risks related to the adequacy of internal controls of target businesses, potentially increasing time and costs for business combinations [296]. - Loss of key personnel from target businesses post-combination could negatively impact operations and profitability [297]. - The company may encounter additional burdens and risks when pursuing business combinations outside the United States, including regulatory approvals and due diligence challenges [298][299]. - Economic, political, and social conditions in the countries of operation could significantly affect the company's results and prospects [309]. - Exchange rate fluctuations may adversely impact the financial condition and results of operations if a non-U.S. target is acquired [311]. Regulatory and Compliance Issues - The company is subject to evolving regulatory measures, which may increase administrative expenses and compliance risks [306][307]. - Management's unfamiliarity with U.S. securities laws post-combination could lead to regulatory issues and resource allocation challenges [308]. - The company is incorporated in the Cayman Islands, which may limit investors' ability to enforce their rights in U.S. courts [326]. - The rights of shareholders and fiduciary responsibilities of directors differ under Cayman Islands law compared to U.S. law, potentially complicating legal actions [328]. - The company has not adopted a policy to prevent conflicts of interest among directors and executive officers, which may affect business combination decisions [323]. Shareholder and Governance Matters - Initial shareholders beneficially own 93% of the issued and outstanding ordinary shares, potentially exerting substantial influence over shareholder votes [292]. - Amendments to the company's governing documents require a special resolution, which may facilitate the completion of a business combination that some shareholders may not support [285]. - Public shareholders can only access funds from the trust account under specific conditions, including the completion of an initial business combination or a shareholder vote [325]. - Provisions in the company's memorandum and articles of association may inhibit unsolicited takeover proposals, affecting share price and management entrenchment [331]. - Only holders of founder shares will vote on director elections prior to the initial business combination, potentially classifying the company as a "controlled company" under Nasdaq rules [332]. Warrant and Share Issues - The company may amend warrant terms with the approval of at least 50% of outstanding public warrants, which could adversely affect holders [334]. - The warrant agreement designates New York courts as the exclusive forum for certain disputes, potentially limiting favorable judicial options for warrant holders [335]. - If additional Class A ordinary shares are issued below a specified price, it may complicate the consummation of an initial business combination [339]. - The company has the ability to redeem outstanding public warrants at a price of $0.01 per warrant if the closing price of Class A ordinary shares equals or exceeds $18.00 per share for any 20-trading days within a 30 trading-day period [340]. - The company can also redeem outstanding public warrants at a price of $0.10 per warrant with a minimum of 30 days' prior written notice if the closing price of Class A ordinary shares equals or exceeds $10.00 per share [341]. - The units consist of one-half of one redeemable warrant, which may result in the units being worth less than units of other blank check companies [344]. - The company is not currently registering Class A ordinary shares issuable upon exercise of the warrants under the Securities Act, which may prevent investors from exercising their warrants [345]. - If the warrants become redeemable, the company may exercise its redemption right even if it cannot register or qualify the underlying Class A ordinary shares for sale under applicable state securities laws [345]. - The warrants may become exercisable for a security other than Class A ordinary shares if the company is not the surviving entity in its initial business combination [347]. - The grant of registration rights to the sponsor may complicate the completion of the initial business combination and adversely affect the market price of Class A ordinary shares [348]. Company Classification and Reporting - The company is classified as an emerging growth company, which allows it to take advantage of certain exemptions from disclosure requirements, potentially making its securities less attractive to investors [354]. - The company has elected not to opt out of the extended transition period for new financial accounting standards, which may complicate comparisons with other public companies [356]. - The company is classified as a "smaller reporting company," allowing it to provide only two years of audited financial statements [357]. - The market value of the company's ordinary shares held by non-affiliates must exceed $250 million or annual revenues must exceed $100 million to lose smaller reporting company status [357]. - The company is not required to provide certain disclosures under Item 7A due to its smaller reporting company status [439].

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, 2024 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. | --- | --- | --- | |---------------------------------------------------------------- ...

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 June 30, 2024 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. (Exact Name of Registrant as Specified in Its Charter) | --- | --- | --- | |-------------- ...

10-Q 1 haia_10q.htm FORM 10-Q 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 March 31, 2024 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. (Exact Name of Registrant as Specified in Its Charter) | --- ...

Financial Condition - As of December 31, 2023, the company had $212 in its operating bank account and working capital of $593,046, raising substantial doubt about its ability to continue as a going concern [197]. - The net proceeds from the initial public offering, over-allotment, and the sale of private placement warrants amounted to $222,436,490, including $196,000,000 from the IPO after underwriting costs [203]. - Approximately $6.6 million remained in the Trust Account as of March 31, 2024, after share redemptions related to extending the business combination deadline to December 14, 2024 [203]. - The company may incur substantial debt to complete its initial business combination, which could adversely affect its leverage and financial condition [198]. - There are no current commitments to issue debt, but the company may choose to do so, potentially impacting the per-share amount available for redemption from the trust account [199]. - The company may require additional financing to fund operations or growth of the target business, which could adversely affect its development [219]. Business Combination Risks - The company may only be able to complete one business combination, leading to a lack of diversification that could negatively impact operations and profitability [202]. - The company may face increased costs and risks if it attempts to complete multiple business combinations simultaneously [206]. - The company may seek to acquire private companies with limited public information, which could result in less profitable business combinations than anticipated [209]. - The company may amend its governing instruments to facilitate the completion of its initial business combination, which may not align with shareholder interests [213]. - If the initial business combination is not completed within the required time, public shareholders may receive approximately $10.20 per share upon liquidation of the trust account [218]. - The company has not yet entered into a definitive agreement with any specific target business, making it difficult to ascertain capital requirements for any particular transaction [219]. - If the company does not consummate its initial business combination by December 14, 2024, public shareholders may receive approximately $10.20 per share upon liquidation [232]. - The company may not be able to maintain control of a target business after the initial business combination, which could negatively impact operations and profitability [240]. - The company must furnish shareholders with target business financial statements, which may limit the pool of potential target businesses [223][224]. - The company may structure its initial business combination to own less than 100% of the equity interests or assets of a target business, but must acquire at least 50% of the outstanding voting securities to avoid registration as an investment company [241]. - There is a risk that shareholders prior to the business combination may collectively own a minority interest in the post-combination company, potentially affecting management's control over the target business [242]. - The company may face challenges in assessing the management capabilities of a prospective target business, which could negatively impact shareholder value if the management lacks necessary skills [243]. - If the company pursues a target with operations outside the U.S., it may encounter additional risks such as regulatory approvals and currency fluctuations that could adversely affect operations [245]. - The company may be subject to various risks associated with cross-border business combinations, including tariffs, trade barriers, and local economic conditions [247]. - Following the initial business combination, the company may have substantial assets and revenue located in a foreign country, making it vulnerable to that country's economic and political conditions [259]. - Exchange rate fluctuations could adversely affect the financial condition and results of operations if revenues are received in a foreign currency [262]. Management and Governance - The company is dependent on a small group of executive officers and directors, and their loss could adversely affect operations and the ability to complete the initial business combination [263]. - Key personnel may negotiate employment agreements that could create conflicts of interest in selecting a target business [267]. - The company may face conflicts of interest as its executive officers and directors are not required to commit full time to its affairs, potentially impacting the search for a business combination [270]. - The company has not adopted a policy to prohibit directors and executive officers from having financial interests in transactions involving the company, which may lead to conflicts of interest [276]. - Only holders of founder shares will have the right to vote on the election of directors prior to the initial business combination, which may classify the company as a "controlled company" under Nasdaq rules [295]. Regulatory and Compliance Issues - Compliance with the Sarbanes-Oxley Act may increase the time and costs of completing a business combination, particularly due to the need for target businesses to meet internal control requirements [225][226]. - The company may face challenges in completing a business combination with a U.S. target company due to foreign investment regulations and potential CFIUS review [235][236]. - If the company cannot complete its initial business combination due to regulatory delays, it may be required to liquidate, resulting in public shareholders receiving only $10.20 per share [237]. - The company may face challenges in enforcing legal rights in the U.S. due to the majority of directors and officers potentially residing outside the U.S. after the initial business combination [290]. Market and Investor Considerations - Public shareholders can only access funds from the trust account under specific conditions, including the completion of an initial business combination by December 14, 2024, or they may have to sell shares at a loss [279]. - The company must maintain a minimum share price of $4.00 and at least 300 public holders to remain listed on Nasdaq, which may not be achievable if there are significant redemptions [281]. - If Nasdaq delists the company's securities, it could lead to reduced liquidity, limited market quotations, and a potential classification of Class A ordinary shares as "penny stocks" [282]. - The company's amended and restated memorandum and articles of association may inhibit unsolicited takeover proposals, potentially limiting the price investors are willing to pay for Class A ordinary shares [293]. - The company may amend the terms of the public warrants with the approval of at least 50% of the outstanding public warrants, which could adversely affect holders [297]. - The warrant agreement designates New York courts as the exclusive forum for certain disputes, potentially limiting the ability of warrant holders to seek favorable judicial outcomes [300]. - The company may face challenges in maintaining investor interest due to reliance on exemptions that could make its securities less attractive [327]. Company Status and Performance - The company has no operating history and no revenues, making it difficult to evaluate its ability to achieve business objectives [318]. - The company is a blank check company incorporated under the laws of the Cayman Islands, with no plans or arrangements for a business combination [319]. - The company may face challenges in completing its initial business combination, which could prevent it from generating operating revenues [319]. - The existence of registration rights for the sponsor may complicate the completion of the initial business combination and adversely affect the market price of Class A ordinary shares [317]. - The company may redeem outstanding public warrants at a price of $0.01 per warrant if the closing price of Class A ordinary shares equals or exceeds $18.00 per share [306]. - If the company issues additional Class A ordinary shares at a Newly Issued Price of less than $9.20, the exercise price of the warrants will be adjusted to 115% of the higher of the Market Value and the Newly Issued Price [304]. - The company may redeem unexpired warrants prior to their exercise, potentially making them worthless [305]. - Cyber incidents or attacks could lead to information theft, data corruption, operational disruption, and financial loss [322]. - The company may be classified as a passive foreign investment company (PFIC), which could result in adverse U.S. federal income tax consequences for U.S. investors [324]. - Past performance of the management team is not indicative of future performance, and there is no guarantee of success in identifying or executing a business combination [320]. - The company is classified as an "emerging growth company" and may take advantage of exemptions from certain disclosure requirements, which could affect the attractiveness of its securities to investors [326]. - The company may remain an emerging growth company for up to five years, but could lose this status if the market value of its Class A ordinary shares held by non-affiliates exceeds $700 million [327]. - 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 [328]. - As a "smaller reporting company," the company can provide only two years of audited financial statements, which may hinder comparisons with other public companies [330]. - The company will remain a smaller reporting company until the market value of its ordinary shares held by non-affiliates exceeds $250 million or annual revenues exceed $100 million with a market value exceeding $700 million [331]. - The company is not required to provide quantitative and qualitative disclosures about market risk due to its smaller reporting company status [400]. - The actual status of the company as a Passive Foreign Investment Company (PFIC) for any taxable year will not be determinable until after the end of that year, creating uncertainty for U.S. holders [325]. - If the company determines it is a PFIC, it will attempt to provide necessary information to U.S. holders, but there is no assurance that this information will be timely provided [325]. - The company has no disagreements with accountants on accounting and financial disclosure [400].

Financial Position - Total liabilities increased to $963,871 from $474,373, reflecting a significant rise in financial obligations [97]. - As of September 30, 2023, the company had $212 in its operating bank account and a working capital deficit of approximately $(410,774) [123]. - The trust account balance decreased significantly from $225,411,726 as of March 31, 2023, to $6,514,571 as of September 30, 2023, due to the redemption of 20,970,550 Class A ordinary shares totaling $221,294,640 [128]. - The company has identified substantial doubt about its ability to continue as a going concern for the next twelve months from the issuance of the financial statements [127]. Initial Public Offering - The company raised gross proceeds of $200 million from its initial public offering by selling 20 million units at $10.00 per unit [101]. - Following the initial public offering, $219,936,490 was placed in a trust account, equating to $10.20 per unit, invested in U.S. government securities [104]. - The underwriters received a cash underwriting discount of $0.20 per unit, totaling $4,312,480, upon the closing of the Initial Public Offering [135]. - The company has not generated any operating revenues to date and will only generate non-operating income after the Initial Public Offering [128]. Business Combination - The company has extended the deadline for completing a business combination until July 14, 2024, with a $50,000 deposit for each month of extension [105]. - The initial shareholders have agreed to waive their liquidation rights for Founder Shares and Private Placement Warrants if the company fails to complete a business combination within the specified period [119]. - The company must complete a business combination with a fair market value of at least 80% of the net assets held in the trust account [111]. - The company has until December 14, 2024, to consummate a business combination, after which mandatory liquidation will occur if not completed [126]. Financial Performance - For the three months ended September 30, 2023, the company reported a net income of $828,847, primarily from interest income of $163,452 [129]. - The company recognized $50,000 for administrative support services expense for the nine months ended September 30, 2023, compared to $90,000 for the same period in 2022 [132]. Capital and Funding - 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 provide funds [127]. Accounting and Reporting - The company adopted ASU 2016-13 on January 1, 2023, which did not have a material impact on its financial statements [144]. - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to take advantage of certain reporting exemptions [147]. - The company has elected not to opt out of the extended transition period for new or revised financial accounting standards [148]. - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures [149]. Economic Impact - The company does not believe inflation had a material impact on its business, revenues, or operating results during the reported period [146].

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 June 30, 2023 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. (Exact Name of Registrant as Specified in Its Charter) | --- | --- | --- | |-------------- ...

Table of Contents Title of each classTrading Symbol(s)Name of each exchange on which registered Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-half of one redeemable warrant HAIAU The Nasdaq Stock Market LLC Class A Ordinary Shares included as part of the units HAIA The Nasdaq Stock Market LLC Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 HAIAW The Nasdaq Stock Market LLC UNITE ...