Healthcare AI Acquisition Corp 8-K, filed Oct 20, 2026
Healthcare AI Acquisition Corp. (HAIAF)
About this 8-K
Healthcare AI Acquisition Corp filed this 8-K on October 20, 2026, reporting on events of October 13, 2026.
Healthcare AI Acquisition Corp. shareholders approved extending the business-combination deadline from October 14, 2026 until October 14, 2027, with month-to-month extensions funded by depositing $0.10 per non-redeemed public share for each monthly extension. AI summary
Items reported
- Item 3.03: Change to shareholders' rights
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 5.07: Shareholder vote results
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
October 20, 2026 (
Date of Report (Date of earliest event reported)
(Exact Name of Registrant as Specified in its Charter) |
|
| |||
(State or other jurisdiction of incorporation) |
| (Commission File Number) |
| (I.R.S. Employer Identification No.) |
(Address of principal executive offices, including zip code)
(
Registrant’s telephone number, including area code:
Not Applicable
(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 |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b) of the Act: None.
Securities registered pursuant to Section 12(g) of the Act:
Title of each class |
| Trading Symbol(s) |
| ||
|
|
|
| ||
|
|
|
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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.
Item 3.03. Material Modification to Rights of Security Holders.
The information disclosed in Items 5.03 and 5.07 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03 to the extent required herein.
Item 5.03. Amendments to Articles of Incorporation or Bylaws.
On October 13, 2026, Healthcare AI Acquisition Corp. (the “Company”)’s shareholders approved, by special resolution, an amendment to the Company’s Amended and Restated Memorandum of Association and Articles of Association to extend the date by which the Company must consummate a business combination from October 14, 2026 until October 14, 2027, on a month-to-month basis, by depositing into the trust account $0.10 per non-redeemed public share for each monthly extension. A copy of the amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The disclosure contained in Item 5.07 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On October 13, 2026, the Company held an annual general meeting of shareholders (the “Annual General Meeting”) for purposes of voting on the Extension Proposal.
On September 25, 2026, the record date for the Annual General Meeting (the “Record Date”), there were 5,520,078 ordinary shares, par value $0.0001 per share, of the Company (the “Ordinary Shares”) issued and outstanding, consisting of (i) 5,520,077 Class A ordinary shares and (ii) one Class B ordinary share. At the Annual General Meeting, proxies had been received representing 5,390,600 Ordinary Shares, or approximately 97.65% of the issued and outstanding Ordinary Shares as of the Record Date. The Ordinary Shares present at the Annual General Meeting or represented by proxies filed at or before the Annual General Meeting represented at least a majority of the total ordinary Shares outstanding as of the Record Date and constituted a quorum for the transaction of business.
The following is a brief description of the final voting results for the proposal submitted to a vote of the shareholders at the Annual General Meeting.
Extension Proposal
To approve, as a special resolution, an amendment to HAIA’s Amended and Restated Memorandum of Association and Articles of Association to give the Company the right to extend, by resolution of the Board, the date by which it has to consummate a business combination from October 14, 2026 until October 14, 2027, on a month-to-month basis, by depositing into the trust account $0.10 per non-redeemed Class A ordinary share for each monthly extension.
The Extension Proposal was approved. The voting results were as follows:
FOR |
|
| AGAINST |
|
| ABSTAIN |
|
| BROKER NON-VOTE |
| ||||
| 5,390,600 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 | |
| 2 |
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits:
Exhibit |
| Description |
| Form of Amendment to the Amended and Restated Memorandum and Articles of Association | |
104 |
| Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
| 3 |
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.
| HEALTHCARE AI ACQUISITION CORP. |
| |
|
|
| |
Date: October 20, 2026 | By: | /s/ Jiande Chen |
|
| Name: | Jiande Chen |
|
| Title: | Chief Executive Officer |
|
| 4 |
EXHIBIT 3.1
PROPOSED AMENDMENTS TO THE AMENDED AND RESTATED
MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION OF
HEALTHCARE AI ACQUISITION CORP.
“RESOLVED, as a special resolution, THAT:
The text of Article 163 of the Amended and Restated Memorandum of Association and Articles of Association of the Company be deleted in its entirety and replaced by the following:
(a) Notwithstanding any other provisions of the Articles, the Company shall consummate a Business Combination by October 14, 2026, provided however that if the board of Directors anticipates that the Company may not be able to consummate a Business Combination by October 14, 2026, the Company may, without the need for any further approval of the Members, extend the period of time to consummate a Business Combination up to twelve times, on a month-to-month basis until October 14, 2027 (each month so extended, the “Extended Date”), by depositing into the trust account $0.10 per non-redeemed Public Share per month (the “Extended Period”). In the event that (x) the Company does not consummate a Business Combination by October 14, 2026 or (in the case of up to twelve valid extensions of an additional one month) October 14, 2027, or (y) the board of Directors determines in its sole discretion to no longer seek an initial Business Combination, whichever is earlier, the Company shall: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Fund, including interest earned on the Trust Fund and not previously released to the Company to pay income taxes, if any, divided by the number of Public Shares then in issue, which redemption will completely extinguish public Members’ rights as Members (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Members and the Directors, liquidate and dissolve, subject in the case of sub-articles (ii) and (iii), to its obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law.
(b) If any amendment is made to Article 163(a) that would modify the substance or timing of the Company’s obligation to provide holders of our Class A Shares the right to have their shares redeemed in connection with our initial Business Combination or to redeem 100% of our Public Shares if the Company does not complete its initial Business Combination by depositing into the trust account $0.10 per non-redeemed Public Share per month for each Extended Period until the Extended Date, or with respect to any other provision relating to the rights of holders of our Class A Shares, each holder of Public Shares shall be provided with the opportunity to redeem their Public Shares upon the approval of any such amendment at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Fund, including interest earned on the Trust Fund and not previously released to the Company to pay its income taxes, if any, divided by the number of Public Shares then in issue.