8-K
Healthcare AI Acquisition Corp. (HAIAF)
| UNITED STATES<br>SECURITIES AND EXCHANGE COMMISSION | |||
|---|---|---|---|
| FORM 8-K__________________ | |||
| CURRENT REPORT<br>Pursuant to Section 13 or Section 15(d) <br>of the Securities Exchange Act of 1934<br> <br>Date of Report (Date of earliest event reported): April 19, 2022<br>__________________<br>HEALTHCARE AI ACQUISITION CORP.(Exact name of registrant as specified in its charter)__________________ | |||
| Cayman Islands<br>(State or other jurisdiction of incorporation<br>or organization) | 98-1585450<br>(I.R.S. Employer <br>Identification No.) | ||
| 190 Elgin Avenue, George Town, Grand Cayman, Cayman Islands <br>(Address of principal executive offices) | KY1- 9008<br><br><br>(Zip Code) | ||
| (345) 815-8548<br>Registrant’s telephone number, including area code<br>Not Applicable<br>(Former name or former address, if changed since last report) | |||
| __________________ | |||
| Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions: | |||
| ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||
| ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||
| ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||
| ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||
| Securities registered pursuant to Section 12(b) of the Act: | |||
| Title of each class | Trading<br><br><br>Symbol(s) | Name of each exchange on <br>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 | |
| Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. | |||
| Emerging growth company ☒ | |||
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ |
All values are in US Dollars.
Item 3.01Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On April 19, 2022, Healthcare AI Acquisition Corp. (the “Company”) received a deficiency letter from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that it was not in compliance with Section 5250(c) of Nasdaq Rules regarding the Qualification, Listing and Delisting of Companies (the “Nasdaq Listing Rules”) as a result of its failure to timely file its Annual Report on Form 10-K for the year ended December 31, 2021 (the “Form 10-K”) with the Securities and Exchange Commission (the “SEC”) through the SEC’s EDGAR System.
On April 1, 2022, the Company filed Notification of Late Filing on Form 12b-25 (the “Form 12b-25”), indicating that the filing of its Form 10-K will be delayed. Although the Company has dedicated significant resources to the completion of finalizing its audited consolidated financial statements and related disclosures for inclusion in the Form 10-K, the Company was unable to complete and file the Form 10-K prior to April 15, 2022, the extension period provided by the Form 12b-25. Additional time was needed by the Company to complete its review of the financial statements included in the Form 10-K in order to ensure a complete, accurate Annual Report. The delay was due primarily to additional information and investigation needed in relation to the Company’s financial statements to complete the audit.
Under the Nasdaq Listing Rules, the Company has 60 calendar days from the date of the deficiency letter to submit to Nasdaq a plan to regain compliance with the Nasdaq Listing Rules. On April 21, 2022, the Company has filed the Form 10-K to cure its filing deficiency and regain compliance with the Nasdaq Listing Rules.
Item 8.01Other Events.
On April 22, 2022, the Company issued a press release regarding the matters described in this Item 3.01. A copy of the press release is included as Exhibit 99.1 to this Current Report and incorporated herein by reference.
Item 9.01Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release, dated April 22, 2022 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: April 22, 2022
HEALTHCARE AI ACQUISITION CORP.
By: /s/ Simon Lyall-Cottle Name: Simon Lyall-Cottle Title: Chief Executive Officer
haia-ex991_6.htm
Exhibit 99.1
Healthcare AI Acquisition Corp. Announces Receipt of Nasdaq Continued Listing Standard Notice
NEW YORK – April 22, 2022 – Healthcare AI Acquisition Corp. (Nasdaq: HAIA) (the “Company”) today announced that on April 19, 2021 it received a deficiency letter from The Nasdaq Stock Market LLC (“Nasdaq”) relating to the Company’s failure to timely file its Annual Report on Form 10-K for the year ended December 31, 2021 (the “Form 10-K”) as required under Section 5250(c) of Nasdaq Rules regarding the Qualification, Listing and Delisting of Companies (the “Nasdaq Listing Rules”).
On April 1, 2022, the Company filed Notification of Late Filing on Form 12b-25 (the “Form 12b-25”), indicating that the filing of its Form 10-K will be delayed. Although the Company has dedicated significant resources to the completion of finalizing its audited consolidated financial statements and related disclosures for inclusion in the Form 10-K, the Company was unable to complete and file the Form 10-K prior to April 15, 2022, the extension period provided by the Form 12b-25. Additional time was needed by the Company to complete its review of the financial statements included in the Form 10-K in order to ensure a complete, accurate Annual Report. The delay was due primarily to additional information and investigation needed in relation to the Company’s financial statements to complete the audit.
Under Nasdaq Listing Rule 5810(c)(2)(F)(i), the Company generally has until 60 calendar days from the date of the deficiency letter to submit to Nasdaq a plan (the “Compliance Plan”) to regain compliance with the Nasdaq Listing Rules.
On April 21, 2022, the Company filed the Form 10-K to cure its filing deficiency and regain compliance with the Nasdaq Listing Rules and notified Nasdaq of the filing. On April 22, 2021, the Company received a letter from Nasdaq confirming it regained compliance with the Nasdaq Listing Rules.
Media Contacts
Zach Kouwe/ Doug Allen Dukas Linden Public Relations HAIA@dlpr.com
212-704-7385