Table of Contents Title of Each Class: Trading Symbol: 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 warrant HAIAU The Nasdaq Stock Market LLC Shares of 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 share of Class A Ordinary Share at an exercise price of 11.50 HAIAW The Nasdaq Stock Market ...

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[112]. - An additional 1,562,401 units were sold through the over-allotment option, generating gross proceeds of $15,624,010[112]. - The company raised $11,124,960 from the private placement of 11,124,960 warrants at $1.00 each[113]. - Total transaction costs amounted to $12,926,100, including $4,312,480 in underwriting discounts and $7,546,840 in deferred underwriting discounts[114]. - 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, payable upon completion of an initial business combination[143]. Financial Position and Performance - As of September 30, 2022, the company had $465,161 in its operating bank account and working capital of approximately $701,659[128]. - For the three months ended September 30, 2022, the company reported a net income of $492,290, driven by interest income of $973,225, offset by formation and operating costs of $261,873 and a change in fair value of warrant liability of $219,062[135]. - For the nine months ended September 30, 2022, the company achieved a net income of $9,676,840, primarily from a change in fair value of warrant liability of $9,200,588 and interest income of $1,275,125, after accounting for formation and operating costs of $954,754[136]. - The company has not generated any operating revenues to date and expects to incur increased expenses post-Initial Public Offering due to public company compliance requirements[134]. - As of September 30, 2022, the company had 21,562,401 Class A ordinary shares presented at redemption value as temporary equity, reflecting certain redemption rights[148]. - The company has no long-term debt obligations or off-balance sheet arrangements as of September 30, 2022[138][153]. Business Combination and Going Concern - The company has until June 8, 2023, to complete a business combination, or it will face mandatory liquidation[132]. - If a business combination is not completed, the company will redeem public shares at a price of $10.20 per share, based on the amount in the Trust Account[118]. - The company has raised concerns about its ability to continue as a going concern for the next twelve months due to uncertainty in completing a business combination[132]. - 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[117]. Future Expectations and Agreements - The company can raise additional capital through Working Capital Loans from initial shareholders, but there is no obligation for them to provide funds[133]. - The company expects to generate non-operating income in the form of interest income on cash and cash equivalents after the Initial Public Offering[134]. - The company has entered into a consulting services agreement for investment banking services related to the initial Business Combination, with potential share options for the vendor[144]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[155].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 Cayman Islands 001-41145 98-1585450 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification Number) 190 Elgin Avenue, George Town Grand Cayman, Cayman Islands KY1-9008 (Address of principal executive offices, including zip code) (345) 815-8548 Reg ...

Financial Performance - For the three months ended March 31, 2022, the company reported a net income of $7,702,242, which included a decrease in fair value of warrant liability of $7,956,318 [129]. - The company recognized $30,000 for administrative support services expense for the three months ended March 31, 2022 [131]. - The company has not generated any operating revenues to date and will only generate non-operating income post-Initial Public Offering [128]. Initial Public Offering (IPO) - 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 [107]. - An additional $15.62 million was generated from the partial exercise of the over-allotment option, bringing total gross proceeds to approximately $215.62 million [107]. - The underwriters received a cash underwriting discount of $0.20 per Unit, totaling $4,312,480, upon the closing of the Initial Public Offering and Over-Allotment [136]. - The underwriters have a deferred fee of $0.35 per Unit, amounting to $7,546,840, payable only if the company completes an initial business combination [136]. Trust Account and Capital Management - The company placed $219.94 million in a trust account, with $10.20 per unit allocated for future business combinations [110]. - As of March 31, 2022, the company had $1.05 million in its operating bank account and working capital of approximately $837,395 [123]. - The company anticipates that cash held outside the trust account may not be sufficient to sustain operations for the next 12 months if a business combination is not completed [125]. - The company can raise additional capital through working capital loans from initial shareholders or third-party loans, but there is no obligation for them to provide such funding [127]. Business Combination Requirements - 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 [112]. - If the company fails to complete a business combination by June 14, 2023, it will redeem public shares at a price of $10.20 per share [118]. - The initial shareholders have agreed to waive their liquidation rights concerning founder shares if the company does not complete a business combination within the specified period [119]. Expenses and Financial Outlook - The company expects to incur increased expenses post-Initial Public Offering due to legal, financial reporting, and compliance costs [128]. - The company has incurred transaction costs of $12.93 million, including $4.31 million in underwriting discounts and $7.55 million in deferred underwriting discounts [109]. - The company has no long-term debt obligations or off-balance sheet arrangements as of March 31, 2022 [130][147]. - The company does not believe inflation had a material impact on its business or operating results during the reported period [148]. - The company is classified as an "emerging growth company" and is exempt from certain reporting requirements under the JOBS Act [149]. Shareholder Information - The company has 21,562,401 Class A ordinary shares presented at redemption value as temporary equity as of March 31, 2022 [140].

Financial Condition - As of December 31, 2021, the company had $2,500,000 in its operating bank account and working capital of $981,412, raising substantial doubt about its ability to continue as a going concern [212]. - 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 [215]. - The company may incur substantial debt to complete its initial business combination, which could adversely affect its leverage and financial condition [213]. - The company may face challenges in completing an initial business combination due to compliance obligations under the Sarbanes-Oxley Act, which could increase time and costs [237]. - The company may be required to take write-downs or other charges post-business combination, which could negatively impact financial condition and results of operations [241]. - The company may experience reduced liquidity and limited market quotations for its securities, which could classify its Class A ordinary shares as "penny stock," leading to stricter trading rules [275]. 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 [215]. - The absence of a specified maximum redemption threshold may allow the company to complete a business combination that a majority of shareholders do not agree with [223]. - If the company does not complete its initial business combination within the required time, public shareholders may receive approximately $10.20 per share upon liquidation of the trust account [230]. - The company may face challenges in completing simultaneous business combinations with multiple targets, increasing costs and risks [219]. - The company may pursue business combinations with private companies that have limited public information, potentially leading to less profitable outcomes [220]. - 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 [231]. Management and Governance - The company’s management plans to address capital needs are discussed in the "Management's Discussion and Analysis" section of the report [212]. - Initial shareholders beneficially own 20% of the issued and outstanding ordinary shares, potentially exerting substantial influence over shareholder votes [232]. - The company relies on a small group of executive officers and directors, and their loss could negatively impact the ability to complete the initial business combination [258]. - Key personnel may negotiate employment agreements that could create conflicts of interest in selecting target businesses [261]. - The company does not have a policy prohibiting directors and officers from having financial interests in transactions, which may lead to conflicts of interest [268]. - The company may qualify as a "controlled company" under Nasdaq rules, allowing it to opt out of certain corporate governance requirements [283]. Market and Regulatory Environment - The ongoing military conflict in Ukraine has increased financial market volatility, potentially affecting the company's ability to identify and consummate a business combination [239]. - Future operations may be significantly impacted by the economic, political, and social conditions of the country where the company operates, potentially affecting demand and profitability [256]. - Exchange rate fluctuations may adversely affect the financial condition and results of operations if a non-U.S. target is acquired, as revenues would likely be in foreign currency [257]. - The company is subject to evolving regulations that have increased general and administrative expenses, diverting management's focus from seeking business combination targets [252]. - After the initial business combination, a majority of directors and officers may reside outside the U.S., complicating enforcement of legal rights for U.S. investors [280]. Securities and Shareholder Impact - The company must maintain certain financial and share price levels to remain listed on Nasdaq, including a minimum share price of $4.00 and at least 300 public holders [272]. - The company may face significant adverse consequences if Nasdaq delists its securities, including potential regulation in each state where securities are offered [273]. - A limited market for the company's securities could adversely affect liquidity and price, with the potential for significant price variation due to business combinations and market conditions [274]. - The company has the ability to amend warrant terms with the approval of at least 50% of outstanding public warrants, which could adversely affect holders [285]. - The company may redeem outstanding public warrants at a price of $0.01 per warrant if certain conditions are met, potentially disadvantaging warrant holders [293]. - The company is not currently registering Class A ordinary shares issuable upon exercise of the warrants under the Securities Act, which may limit investors' ability to exercise their warrants [297]. Tax and Compliance Considerations - Reincorporation in another jurisdiction in connection with the initial business combination may result in tax implications for shareholders [250]. - The company may become a passive foreign investment company (PFIC), which could result in adverse U.S. federal income tax consequences for U.S. investors [305]. - The company is classified as an emerging growth company, allowing it to take advantage of certain exemptions from disclosure requirements, which may affect the attractiveness of its securities to investors [309]. - The company has not engaged in any hedging activities since its inception [379]. - The company does not expect to engage in any hedging activities regarding market risk exposure [379].