Healthcare AI Acquisition Corp 10-Q for FY2024 Q2

Healthcare AI Acquisition Corp. (HAIAF)

10-Q 2024-09-03 For: 2024-06-30

Added on April 06, 2026

About this 10-Q

Healthcare AI Acquisition Corp filed this 10-Q on September 3, 2024, covering the quarter ended June 30, 2024 (FY2024 Q2).

Headline figures

Quarter ended June 30, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.

Net income: $145.66K; down 95.7% from net income of $3.42M a year earlier

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8 The Green, Ste 15614
Dover DE		19901
(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

Item 1.	Financial Statements
	Condensed Balance Sheets as of	3
	Unaudited Condensed Statements of Operations	4
	Unaudited Condensed Statements of Changes in Shareholders’ Deficit	5
	Unaudited Condensed Statements of Cash Flows	6
	Notes to Unaudited Condensed Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3.	Quantitative and Qualitative Disclosures Regarding Market Risk
Item 4.	Controls and Procedures

	Part II. Other Information

Item 1.	Legal Proceedings	32
Item 1A.	Risk Factors	32
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities	33
Item 3.	Defaults Upon Senior Securities	33
Item 4.	Mine Safely Disclosures	33
Item 5.	Other Information	33
Item 6.	Exhibits	33
	Part III. Signatures	34

HEALTHCARE AI ACQUISITION CORP.
UNAUDITED INTERIM CONDENSED BALANCE SHEETS


	June 30, 2024			December 31, 2023
	(Unaudited)
Assets
Cash on hand	$	212		$	212
Prepaid expenses		40,500			-
Total current assets		40,712			212
Prepaid expenses, non-current		-			-
Cash and investments held in trust account		6,750,223			6,588,790
Total assets	$	6,790,935		$	6,589,002

Liabilities and Shareholders’ Equity
Accrued offering costs and expenses	$	235,585		$	241,064
Promissory Note - related Party		216,449			216,449
Due to related party		340,006			135,745
Total current liabilities		792,040			593,258
Warrant liability		876,246			552,035
Deferred liabilities		-			-
Deferred underwriting commissions		-			-
Total liabilities		1,668,286			1,145,293

Commitments and Contingencies (Note 6)
Class A ordinary share subject to possible redemption, 591,851 shares at redemption value of $11.41 and $11.13 as of June 30, 2024 and December 31, 2023, respectively		6,750,223			6,588,790

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, 2024 and December 31, 2023, respectively (excluding 591,851 and 21,562,401 shares subject to possible redemption, respectively)		539			539
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 1 and 5,390,600 shares issued and outstanding, respectively		-			-
Additional paid-in capital		362,947			524,380
Accumulated deficit		(1,991,060	)		(1,670,000	)
Total Shareholders’ Deficit		(1,627,574	)		(1,145,081	)

Total Liabilities, Redeemable Ordinary Shares and Shareholders’ Deficit	$	6,790,935		$	6,589,002

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2024			2023			2024			2023
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)

Formation and operating costs	$	70,749		$	300,773		$	158,282		$	698,705
Loss from operations		(70,749	)		(300,773	)		(158,282	)		(698,705	)
Other income:
Interest income on investments held in Trust Account		76,205			2,134,033			161,433			4,496,872
Change in fair value of warrant liability		140,200			1,588,197			(324,211	)		(602,419	)
Change in fair value of over-allotment liability		-			-			-			-
Total other income		216,405			3,722,230			(162,778	)		3,894,453
Net income (loss)	$	145,656		$	3,421,457		$	(321,060	)	$	3,195,748
Basic and diluted weighted average shares outstanding, Class A ordinary shares		5,982,450			17,046,806			5,982,450			19,279,517
Basic and diluted net income (loss) per ordinary share, Class A ordinary shares	$	0.02		$	0.15		$	(0.05	)	$	0.13
Basic and diluted weighted average shares outstanding, Class B ordinary shares		1			5,331,363			1			5,360,652
Basic and diluted net income (loss) per ordinary share, Class B ordinary shares	$	0.02		$	0.15		$	(0.05	)	$	0.13

	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, 2023		5,390,599	$	539		1	$	-	$	524,380		$	(1,670,000	)		(1,145,081	)
Re-measurement of Class A ordinary shares subject to possible redemption		-		-		-		-		(85,228	)		-			(85,228	)
Net income		-		-		-		-		-			(466,716	)		(466,716	)
Balance as of March 31, 2024(Unaudited)		5,390,599	$	539		1	$	-	$	439,152		$	(2,136,716	)	$	(1,697,025	)
Re-measurement of Class A ordinary shares subject to possible redemption		-		-		-		-		(76,205	)		-			(76,205	)
Net income		-		-		-		-		-			145,656			145,656
Balance as of June 30, 2024(Unaudited)		5,390,599	$	539		1	$	-	$	362,947		$	(1,991,060	)	$	(1,627,574	)

HEALTHCARE AI ACQUISITION CORP.
UNAUDITED INTERIM CONDENSED STATEMENTS OF CASH FLOWS

	For the Six Months Ended June 30,
	2024			2023
Cash flows from operating activities:	(Unaudited)			(Unaudited)
Net income (loss)	$	(321,060	)	$	3,195,748
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on investments held in trust		(161,434	)		(4,496,872	)
Change in warrant liability		324,211			602,419
Changes in operating assets and liabilities:
Prepaid assets		(40,500	)		185,730
Accrued offering costs and expenses		(5,479	)		24,242
Due to related party		204,261			57,670
Deferred liabilities		-			30,000
Net cash (used in) operating activities		(1	)		(401,063	)

Net change in cash		(1	)		(401,063	)
Cash, beginning of the period		212			401,275
Cash, end of the period	$	211		$	212

Supplemental disclosure of cash flow information:
Accretion of Class A ordinary shares subject to possible redemption	$	161,433		$	2,362,839
Deferred underwriting payable forgave	$	-		$	7,546,840
Administrative service fee forgave by related party charge to additional paid in capital	$	-		$	177,095
Deferred offering costs assumed by related party charge to additional 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

	·	Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

	·	Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

	·	Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

Contingently redeemable ordinary shares as of December 31, 2021	$	219,936,490
Plus:
Accretion of Class A ordinary shares subject to possible redemption		3,112,397

Contingently redeemable ordinary shares as of December 31, 2022	$	223,048,887
Less:
Redemption of Class A ordinary shares		(221,294,640	)
Plus:
Accretion of Class A ordinary shares subject to possible redemption		4,834,543

Contingently redeemable ordinary shares as of December 31, 2023	$	6,588,790
Plus:
Accretion of Class A ordinary shares subject to possible redemption		161,433

Contingently redeemable ordinary shares as of June 30, 2024	$	6,750,223

	·	in whole and not in part;

	·	at a price of $0.01 per warrant;

	·	Upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and

	·	if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20-trading days within a 30-trading day period ending three trading days before the Company sent the notice of redemption to the warrant holders.

	·	in whole and not in part;

	·	at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table below, based on the redemption date and the “fair market value” of our Class A ordinary shares (as defined below) except as otherwise described below; and

	·	if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20-trading days within the 30-trading day period ending three trading days before the Company sent the notice of redemption to the warrant holders.

	June 30,		Quoted Prices In Active Markets		Significant Other Observable Inputs		Significant Other Unobservable Inputs
	2024		(Level 1)		(Level 2)		(Level 3)
Assets:
Investments held in Trust Account – money market funds	$	-	$	-	$	-	$	-

Total Assets	$	-	$	-	$	-	$	-

Liabilities:
Warrant liabilities – Public Warrants		431,248	$	431,248	$	-	$	-
Warrant liabilities – Private Placement Warrants		444,998		-		444,998		-

Total Liabilities	$	876,246	$	431,248	$	444,998	$	-

	December 31,		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	$	-	$	-	$	-	$	-

Total Assets	$	-	$	-	$	-	$	-

Liabilities:
Warrant liabilities – Public Warrants	$	271,686	$	271,686	$	-	$	-
Warrant liabilities – Private Placement Warrants	$	280,349	$	-	$	280,349	$	-

Total Liabilities	$	552,035	$	271,686	$	280,349	$	-

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/ Jiande Chen
	Name:	Jiande Chen
	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.