Healthcare AI Acquisition Corp 10-Q for FY2023 Q2

Healthcare AI Acquisition Corp. (HAIAF)

10-Q 2023-08-08 For: 2023-06-30

Added on April 06, 2026

About this 10-Q

Healthcare AI Acquisition Corp filed this 10-Q on August 8, 2023, covering the quarter ended June 30, 2023 (FY2023 Q2).

Headline figures

Quarter ended June 30, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.

Net income: $3.42M; up 130.8% from net income of $1.48M a year earlier

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8 The Green, Ste 15614
Dover DE 19901		19810
(Address of Principal Executive Offices)		(Zip Code)

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant	HAIAU	The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share	HAIA	The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share	HAIAW	The Nasdaq Stock Market LLC

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated Filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

		Page
Part I. Financial Information		3
Item 1. Financial Statements		3
Condensed Balance Sheets as of March 31, 2023 (Unaudited) and December 31, 2022 (Audited)		3
Unaudited Condensed Statements of Operations for the three months ended March 31, 2023 and 2022		4
Unaudited Condensed Statements of Changes in Shareholders’ Deficit for the three months ended March 31, 2023 and 2022		5
Unaudited Condensed Statements of Cash Flows for the three months ended March 31, 2023 and 2022		6
Notes to Unaudited Condensed Financial Statements		7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		23
Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk		30
Item 4. Controls and Procedures		30
Part II. Other Information		31
Item 1. Legal Proceedings		31
Item 1A. Risk Factors		31
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities		31
Item 3. Defaults Upon Senior Securities		31
Item 4. Mine Safely Disclosures		32
Item 5. Other Information		32
Item 6. Exhibits		32
Part III. Signatures		33

	June 30, 2023			December 31, 2022
	(Unaudited)			(Audited)
Assets
Cash on hand	$	212		$	401,275
Prepaid expenses		37,104			222,834
Total current assets		37,316			624,109
Prepaid expenses, non-current		-			-
Cash and marketable securities held in Trust Account		18,603,504			223,048,887
Deferred Offering Costs					-
Total assets	$	18,640,820		$	223,672,996

Liabilities and Shareholders’ Equity
Accrued offering costs and expenses	$	52,897		$	28,655
Promissory Note - Related Party		50,000			-
Due to related party		7,670			127,095
Over-allotment liability		-			-
Total current liabilities		110,567			155,750
Warrant liability		1,916,789			1,314,370
Deferred liabilities		-			317,285
Deferred underwriting commisions		-			7,546,840
Total liabilities		2,027,356			9,334,245

Commitments and Contingencies (Note 6)
Class A ordinary share subject to possible redemption, 1,738,127 and 21,562,401 shares at redemption value of $10.20 as of June 30, 2023 and December 31, 2022, respectively		18,553,504			223,048,887

Shareholders’ Equity:
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding		-			-
Class A ordinary shares, $0.0001 par value;500,000,000 shares authorized; 5,390,599 and 0 issued and outstanding as of June 30, 2023 and December 31, 2022, respectively (excluding 1,738,127 and 21,562,401 shares subject to possible redemption, respectively)		539			-
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 1 and 5,750,000 shares issued and outstanding, respectively		-			539
Additional paid-in capital		524,380			-
Share Subscription Receivable		-			-
Accumulated deficit		(2,464,959	)		(8,710,675	)
Total shareholders’ equity		(1,940,040	)		(8,710,136	)

Total Liabilities and Shareholders’ Equity	$	18,640,820		$	223,672,996

	For the three months ended June 30, 2023			For the three months ended June 30, 2022			For the six months ended June 30, 2023			For the six months ended June 30, 2022

Formation and operating costs	$	300,773		$	269,125		$	698,705		$	692,881
Loss from operations		(300,773	)		(269,125	)		(698,705	)		(692,881	)

Other income:
Interest income on marketable securities held in Trust Account		2,134,033			288,101			4,496,872			301,900
Change in FV of warrant liability		1,588,197			1,463,332			(602,419	)		9,419,650
Change in FV of overallotment option		-			-			-			155,881
Other income		3,722,230			1,751,433			3,894,453			9,877,431
Net income	$	3,421,457		$	1,482,308		$	3,195,748		$	9,184,550

Basic and diluted weighted average shares outstanding, Class A common stock		17,046,806			21,562,401			19,279,517			21,562,401
Basic and diluted net income per common share, Class A common stock	$	0.15		$	0.05		$	0.13		$	0.34
Basic and diluted weighted average shares outstanding, Class B common stock		5,331,363			5,390,600			5,360,652			5,436,270
Basic and diluted net income per common share, Class B common stock	$	0.15		$	0.05		$	0.13		$	0.34

	Class A				Class B						Additional					Total
	Ordinary Share				Ordinary Share						Paid-In		Accumulated			Shareholders'
	Shares		Amount		Shares			Amount			Capital		Deficit			Deficit
Balance as of December 31, 2022		-	$	-		5,390,600		$	539		$	-	$	(8,710,675	)	$	(8,710,136	)
Accretion of interest earned on trust account to common stock subject to possible redemption		-		-		-			-			-		(2,362,839	)		(2,362,839	)
Net loss		-		-		-			-			-		(225,709	)		(225,709	)
Balance as of March 31, 2023		-	$	-		5,390,600		$	539		$	-	$	(11,299,223	)	$	(11,298,684	)
Conversion of class B shares to class A shares.		5,390,599		539		(5,390,599	)		(539	)		-		-			-
Accretion of interest earned on trust account to common stock subject to possible redemption		-		-		-			-			-		(2,134,033	)		(2,134,033	)
Capital contribution		-		-		-			-			524,380		-			524,380
Forgive of deferred underwriter discount		-		-		-			-			-		7,546,840			7,546,840
Net income		-		-		-			-			-		3,421,457			3,421,457
Balance as of June 30, 2023		5,390,599	$	539		1		$	(0	)	$	524,380	$	(2,464,959	)	$	(1,940,040	)

	For the six months ended June 30, 2023			For the six months ended June 30, 2022

CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	3,195,748		$	9,184,550
Adjustments to reconcile net loss to net cash used in operating activities:
Formation cost paid by Sponsor		-			-
Formation and operating costs paid by Sponsor under promissory note
Interest earned on marketable securities held in Trust Account		(4,496,872	)		(301,900	)
Change in warrant liability		602,419			(9,419,650	)
Change in overallotment liability		-			(155,881	)
Changes in operating assets and liabilities:
Prepaid assets		185,730			266,590
Accrued offering costs and expenses		24,242			(1,329,113	)
Due to related party		57,670			60,000
Deferred liabilities		30,000			42,000
CASH PROVIDED BY OPERATING ACTIVITIES		(401,063	)		(1,653,404	)

CASH FLOWS FROM INVESTING ACTIVITIES
Principal deposited in Trust Account		-			-
CASH PROVIDED BY INVESTING ACTIVITIES		-			-

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from initial public offering, net of costs		-			-
Proceeds from sale of founder shares		-			-
Proceeds from private placement units		-			-
Payment of promissory note to related party		-			(246,766	)
Payment of deferred offering costs		-			-
CASH PROVIDED BY FINANCING ACTIVITIES		-			(246,766	)

NET INCREASE IN CASH		(401,063	)		(1,900,170	)
CASH AT BEGINNING OF PERIOD		401,275			2,500,000
CASH AT END OF PERIOD	$	212		$	599,830

Supplemental disclsoure of noncash investing and financing activities:
Forfeiture of 359,400 Class B ordinary shares upon expiration of overallotment option	$	-		$	36
Accretion of interest earned on shares to CSSR	$	4,496,872		$	301,900
Deferred underwriting payable forgave	$	7,546,840		$	-
Administrative service fee forgave by related party charge to additiona paid in capital	$	177,095		$	-
Deferred offering costs assumed by related party charge to additiona paid in capital	$	347,285		$	-
Redemption of shares from marketable securities held in trust account	$	208,992,255		$	-
Promissory loan from sponsor for extension	$	50,000		$	-

	For the Three Months Ended June 30,
	2023				2022
	Class A		Class B		Class A		Class B
Basic and diluted net (loss) income per share:
Numerator:
Allocation of net (loss) income	$	2,606,331	$	815,126	$	1,185,846	$	296,462
Denominator:
Weighted-average shares outstanding including ordinary shares subject to redemption		17,046,806		5,331,363		21,562,401		5,390,600

Basic and diluted net (loss) income per ordinary share	$	0.15	$	0.15	$	0.05	$	0.05

	For the Six Months Ended June 30,
	2023				2022
	Class A		Class B		Class A		Class B
Basic and diluted net (loss) income per share:
Numerator:
Allocation of net (loss) income	$	2,500,489	$	695,259	$	7,335,211	$	1,849,339
Denominator:
Weighted-average shares outstanding including ordinary shares subject to redemption		19,279,517		5,360,652		21,562,401		5,436,270

Basic and diluted net (loss) income per ordinary share	$	0.13	$	0.13	$	0.34	$	0.34

Gross proceeds	$	215,624,010
Overfunding from private placement		4,312,480
Less:
Proceeds allocated to Public Warrants		(12,506,193	)
Class A ordinary shares issuance		(12,115,066	)
Proceeds allocated to overallotment liability		(201,264	)
Plus:
Accretion of Class A ordinary shares subject to possible redemption		27,934,920

Contingently redeemable ordinary shares as of December 31, 2022		223,048,887
Less:
Redemption of Class A ordinary shares		(208,992,255	)
Plus:
Accretion of Class A ordinary shares subject to possible redemption		4,496,872

Contingently redeemable ordinary shares as of June 30, 2023	$	18,553,504

	June 30,		Quoted Prices In Active Markets		Significant Other Observable Inputs		Significant Other Unobservable Inputs
	2023		(Level 1)		(Level 2)		(Level 3)
Assets:
Investments held in Trust Account – money market funds	$	18,553,504	$	18,553,504	$	—	$	—

Total Assets	$	18,553,504	$	18,553,504	$	—	$	—

Liabilities:
Warrant liabilities – Public Warrants	$	943,355	$	943,355	$	—	$	—
Warrant liabilities – Private Placement Warrants	$	973,434	$	-	$	973,434	$	—

Total Liabilities	$	1,916,789	$	943,355	$	973,434	$	—

	December 31,		Quoted Prices In Active Markets		Significant Other Observable Inputs		Significant Other Unobservable Inputs
	2022		(Level 1)		(Level 2)		(Level 3)
Assets:
Investments held in Trust Account – money market funds	$	223,048,887	$	223,048,887	$	—	$	—

Total Assets	$	223,048,887	$	223,048,887	$	—	$	—

Liabilities:
Warrant liabilities – Public Warrants		646,872	$	646,872	$	—	$	—
Warrant liabilities – Private Placement Warrants		667,498		—		667,498		—

Total Liabilities	$	1,314,370	$	646,872	$	667,498	$	—

Exhibit Number		Description
31.1*		Certification Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**		Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS*		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

101.SCH*		Inline XBRL Taxonomy Extension Schema Document

101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104*		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

	HEALTHCARE AI ACQUISITION CORP.

	By:	/s/ Zikang Wu
	Name:	Zikang Wu
	Title:	Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer)

1.	I have reviewed this quarterly report on Form 10-Q of Healthcare AI Acquisition Corp.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and

	b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

	1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

	2.	To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report.