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].
Healthcare AI Acquisition (HAIA) - 2025 Q1 - Quarterly Report