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].
Healthcare AI Acquisition (HAIA) - 2023 Q4 - Annual Report