Healthcare AI Acquisition Corp PRE 14A, filed Oct 18, 2024

Healthcare AI Acquisition Corp. (HAIAF)

PRE 14A 2024-10-18 For: 2024-11-26

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Added on October 20, 2026

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☒	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under §240.14a-12

☒	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11

	·	*Proposal No. 1 - Extension Proposal* – To approve, as a special resolution, an amendment to HAIA’s Amended and Restated Memorandum of Association and Articles of Association (as may be amended from time to time by special resolution of the Company, together, the “Articles of Association”) as provided by the first resolution in the form set forth in Annex A to the accompanying proxy statement, 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 December 14, 2024 on a month-to-month basis until May 14, 2025 (each month so extended, the “Extended Date”), by depositing into the trust account the lesser of $15,000 or $0.033 per non-redeemed public share for each monthly extension. This proposal is referred to as the “Extension Proposal”;

	·	*Proposal No. 2 - The Ratification of Auditors Proposal* — as an ordinary resolution, a proposal to consider and vote to ratify the appointment of Bush & Associates CPA LLC as the independent registered public accounting firm for the fiscal year December 31, 2024 (the “Ratification of Auditors Proposal”); and

	·	Proposal No. 1 – Extension Proposal - To approve, as a special resolution, an amendment to HAIA’s Amended and Restated Memorandum of Association and Articles of Association (as may be amended from time to time by special resolution of the Company, together, the “Articles of Association”) as provided by the first resolution in the form set forth in Annex A to the accompanying proxy statement, 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 December 14, 2024 on a month-to-month basis, to May 14, 2025 (each month so extended, the “Extended Date”) (up to the period of time ending 42 months after the consummation of the initial public offering (the “IPO”)) by depositing into the trust account the lesser of $15,000 or $0.033 per non-redeemed public share for each monthly extension (“Extension Period”). This proposal is referred to as the “Extension Proposal”;

	·	*Proposal No. 2 - The Ratification of Auditors Proposal* — as an ordinary resolution, a proposal to consider and vote to ratify the appointment of Bush & Associates CPA LLC as the independent registered public accounting firm for the fiscal year December 31, 2024 (the “Ratification of Auditors Proposal”); and

	·	Proposal No. 3 - Adjournment Proposal – To approve, as an ordinary resolution, the adjournment of the Annual General Meeting to a later date or dates, if necessary, (i) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Annual General Meeting, there are not sufficient tabulated votes to approve the Extension Proposal, or (ii) where the board of directors of the Company has determined that it is otherwise necessary (the “Adjournment Proposal”).

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		14
QUESTIONS AND ANSWERS ABOUT THE ANNUAL GENERAL MEETING		15
ANNUAL GENERAL MEETING OF HAIA SHAREHOLDERS		24
Date, Time and Place of Annual General Meeting		24
Proposals at the Annual General Meeting		25
Voting Power; Record Date		25
Recommendation of the Board		25
Quorum and Required Vote for Proposals for the Annual General Meeting		25
Voting Your Shares — Shareholders of Record		26
Voting Your Shares — Beneficial Owners		26
Attending the Annual General Meeting		27
Revoking Your Proxy		27
No Additional Matters		27
Who Can Answer Your Questions about Voting		27
Redemption Rights		28
Appraisal Rights		29
Proxy Solicitation Costs		29
Interests of the Initial Shareholders		29
PROPOSAL NO.1 – THE EXTENSION PROPOSAL		33
Overview		33
Reasons for the Extension Proposal		34
If the Extension Proposal is Not Approved		34
If the Extension Proposal is Approved		35
Redemption Rights		35
Recommendation of the Board		37
PROPOSAL NO. 2 – THE RATIFICATION OF AUDITORS PROPOSAL		38
PROPOSAL NO.3 – THE ADJOURNMENT PROPOSAL		40
Overview		40
Consequences if the Adjournment Proposal is Not Approved		40
Vote Required for Approval		40
Recommendation of the Board		40
BUSINESS OF HAIA AND CERTAIN INFORMATION ABOUT HAIA		41
BENEFICIAL OWNERSHIP OF SECURITIES		44
HOUSEHOLDING INFORMATION		45
WHERE YOU CAN FIND MORE INFORMATION		45
ANNEX A		A-1

	·	HAIA’s ability to complete the Proposed Business Combination, including approval by the shareholders of HAIA;

	·	the anticipated benefits of the Proposed Business Combination;

	·	the volatility of the market price and liquidity of the Ordinary Shares, Founder Shares and other securities of HAIA;

	·	the use of funds not held in the Trust Account or available to HAIA from interest income on the Trust Account balance.

Q.	Why am I receiving this proxy statement?

A.	HAIA is a blank check company incorporated under the laws of the Cayman Islands for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Like most blank check companies, the Articles of Association provides for the return of the proceeds from HAIA’s initial public offering held in trust to the holders of public shares (the “Public Shares”) sold in the initial public offering (the “IPO”) if there is no qualifying business combination(s) consummated on or before the Termination Date.

	HAIA believes that it is in the best interests of HAIA and its shareholders to continue HAIA’s existence until the Extended Date, if necessary, in order to allow HAIA additional time to complete a business combination and is therefore holding this Annual General Meeting. HAIA intends to hold a Business Combination Annual General Meeting to approve a business combination at a future date.

Q.	When and where is the Annual General Meeting?

A.	The Annual General Meeting will be held on November 26, 2024, at 9:00 a.m., New York Time at the offices of Loeb & Loeb LLP at 345 Park Avenue, New York, NY 10154. You can participate in the Annual General Meeting, vote, and submit questions live via telephone, the information for which is available at [www.cleartrustonline.com/haia.]

Q.	What do I need in order to be able to participate in the Annual General Meeting online?

A.	You can participate in the Annual General Meeting, vote, and submit questions live via telephone, the information for which is available at www.cleartrustonline.com/haia. You will need the voter control number included on your proxy card in order to be able to vote your shares or submit questions during the Annual General Meeting. If you do not have a voter control number, you will be able to listen to the Annual General Meeting only and you will not be able to vote or submit questions during the Annual General Meeting.

Q.	What are the specific proposals on which I am being asked to vote at the Annual General Meeting?

A.	HAIA shareholders are being asked to consider and vote on the following proposals:

·		Proposal No. 1 - Extension Proposal – To approve, as a special resolution, an amendment to HAIA’s Articles of Association as provided by the first resolution in the form set forth in Annex A to the accompanying proxy statement, 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 December 14, 2024 on a month-to-month basis, to May 14, 2025 (each month so extended, the “Extended Date”) by depositing into the trust account the lesser of $15,000 or $0.033 per non-redeemed public share for each monthly extension. This proposal is referred to as the “Extension Proposal”);

·	*Proposal No. 2 - The Ratification of Auditors Proposal* — as an ordinary resolution, a proposal to consider and vote to ratify the appointment of Bush & Associates CPA LLC as the independent registered public accounting firm for the fiscal year December 31, 2024 (the “Ratification of Auditors Proposal”); and

·		Proposal No. 3 - Adjournment Proposal – To approve, as an ordinary resolution, the adjournment of the Annual General Meeting to a later date or dates, if necessary, (i) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Annual General Meeting, there are not sufficient tabulated votes to approve the Extension Proposal and the Ratification of Auditors Proposal, or (ii) where the board of directors of the Company has determined that it is otherwise necessary (the “Adjournment Proposal”).

Q.	Are the proposals conditioned on one another?

A.	Approval of the Extension Proposal is a condition to the implementation of the Extension.

	If the Extension is implemented and one or more HAIA shareholders elect to redeem their Public Shares pursuant to the Redemption, HAIA will remove from the Trust Account and deliver to the holders of such redeemed Public Shares an amount equal to the pro rata portion of funds available in the Trust Account two business days prior to the initially scheduled date of the Annual General Meeting with respect to such redeemed Public Shares, and retain the remainder of the funds in the Trust Account for HAIA’s use in connection with consummating a business combination on or before the Extended Date.

	If the Extension Proposal is not approved, HAIA will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter subject to lawfully available funds therefor, redeem 100% of the Public Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including any interest earned on the funds held in the Trust Account (net of interest that may be used to pay HAIA’s taxes payable and up to $100,000 for dissolution expenses), by (B) the total number of then issued and outstanding Public Shares, which redemption will completely extinguish rights of the holders of Public Shares (including the right to receive further liquidating distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of HAIA’s remaining shareholders and the Board in accordance with applicable law, dissolve and liquidate, subject in the case of clauses (ii) and (iii) above to HAIA’s obligations under Cayman Islands law, to provide for claims of creditors and other requirements of applicable law.

	The initial shareholders waived their rights to participate in any liquidating distribution with respect to the 5,390,600 Founder Shares. There will be no distribution from the trust account with respect to HAIA’s warrants, which will expire worthless in the event HAIA dissolves and liquidates the trust account.

	The Adjournment Proposal is conditioned on HAIA not obtaining the necessary votes for approving the Extension Proposal and the Ratification of Auditors Proposal prior to the Annual General Meeting in order to seek additional time to obtain sufficient tabulated votes in support of the Extension. If put forth at the Annual General Meeting, the Adjournment Proposal will be the first and only Proposal voted upon and the Extension Proposal and the Ratification of Auditors Proposal will not be submitted to the Annual General Meeting for a vote.

Q.	Why is HAIA proposing the Extension Proposal?

A.	The Articles of Association currently provide for the return of the IPO proceeds held in the Trust Account to the holders of Public Shares sold in the IPO if there is no qualifying business combination(s) consummated on or before the Termination Date. The purpose of the Extension Proposal, and, if necessary, the Adjournment Proposal, is to allow HAIA additional time to complete the Proposed Business Combination pursuant to a Business Combination Agreement, as more fully described in this proxy statement.

	The Board believes that it is in the best interests of HAIA and its shareholders that the Extension be obtained so that HAIA will have an additional amount of time to consummate the Proposed Business Combination. Without the Extension, HAIA will not be able to complete the Proposed Business Combination on or before the Termination Date, and would be forced to liquidate.

	HAIA believes that given HAIA’s expenditure of time, effort and money on the Proposed Business Combination, circumstances warrant ensuring that HAIA is in the best position possible to consummate the Proposed Business Combination and that it is in the best interests of HAIA and its shareholders that HAIA obtain the Extension. HAIA believes that the Proposed Business Combination will provide significant benefits to its shareholders.

	If the Extension Proposal is not approved by HAIA shareholders, HAIA may put the Adjournment Proposal to a vote in order to seek additional time to obtain sufficient tabulated votes in support of the proposals. If the Adjournment Proposal is not approved by HAIA shareholders, the Board may not be able to adjourn the Annual General Meeting to a later date or dates in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Proposal or where the board of directors of the Company decide that it is otherwise necessary. If put forth at the Annual General Meeting, the Adjournment Proposal will be the first and only Proposal voted upon and the Extension Proposal and the Ratification of Auditors Proposal will not be submitted to the Annual General Meeting for a vote.

Q.	What vote is required to approve the proposals presented at the Annual General Meeting?

A.	The approval of the Extension Proposal requires a special resolution under Cayman Islands law, being a resolution passed by a majority of not less than two-thirds (2/3) of such holders of the issued and outstanding Public Shares and Founder Shares as, being entitled to do so, vote in person or by proxy at the Annual General Meeting or any adjournment thereof. A HAIA shareholder’s failure to vote by proxy or to vote herself/himself/itself at the Annual General Meeting will not be counted towards the number of Public Shares and Founder Shares required to validly establish a quorum, and if a valid quorum is otherwise established, such failure to vote, abstentions and broker non-votes will have no effect on the outcome of the proposal. The presence, oneself or by proxy, at the Annual General Meeting of the holders of issued and outstanding Public Shares and Founder Shares representing at least a majority of the voting power of all issued and outstanding Public Shares and Founder Shares entitled to vote as of the Record Date at the Annual General Meeting shall constitute a quorum for the vote on the Extension Proposal.

	The approval of the Ratification of Auditors Proposal and the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being a resolution passed by a simple majority of the votes cast by the holders of the Public Shares and Founder Shares present themselves or represented by proxy at the Annual General Meeting and entitled to vote thereon. Accordingly, a HAIA’s shareholder’s failure to vote by proxy or to vote oneself at the Annual General Meeting will not be counted towards the number of Public Shares and Founder Shares required to validly establish a quorum. However, if a valid quorum is otherwise established, such failure to vote will have no effect on the outcome of any vote on the Adjournment Proposal. Abstentions (but not broker non-votes), while considered present for the purposes of establishing a quorum, will not count as a vote cast at the Annual General Meeting and will have no effect on the outcome of any vote on the Adjournment Proposal. The presence, oneself or by proxy, at the Annual General Meeting of the holders of issued and outstanding Public Shares and Founder Shares representing at least a majority of the voting power of all issued and outstanding Public Shares and Founder Shares entitled to vote as of the Record Date at the Annual General Meeting shall constitute a quorum for the vote on the Adjournment Proposal.

Q.	Why should I vote “FOR” the Extension Proposal?

A.	HAIA believes its shareholders will benefit from HAIA consummating the Proposed Business Combination and is proposing the Extension Proposal to extend, by resolution of the Board, the date by which HAIA has to complete an initial business combination until the Extended Date. The Extension would give HAIA additional time to complete the Proposed Business Combination.

Q.	Why should I vote “FOR” the Ratification of Auditors Proposal?

A.	The Audit Committee of the Board is submitting the selection of Bush & Associates CPA LLC to the shareholders for ratification as a matter of good corporate practice. If the shareholders fail to ratify the selection, the Audit Committee of the Board of Directors will reconsider whether or not to retain Bush & Associates CPA LLC. Even if the selection is ratified, the Audit Committee of the Board in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit Committee of the Board determines that such a change would be in the best interests of the Company.

	If presented, the Board unanimously recommends that you vote in favor of the Ratification of Auditors Proposal.

Q.	Why should I vote “FOR” the Adjournment Proposal?

A.	If the Adjournment Proposal is not approved by HAIA shareholders, the Board may not be able to adjourn the Annual General Meeting to a later date or dates in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Proposal or where the Board decides that it is otherwise necessary.

	If presented, the Board unanimously recommends that you vote in favor of the Adjournment Proposal.

Q.	How will the initial shareholders vote?

A.	The initial shareholders have advised HAIA that they intend to vote any Public Shares and Founder Shares over which they have voting control, in favor of the Extension Proposal, the Ratification of Auditors Proposal and, if necessary, the Adjournment Proposal.

	Founder Shares, represent approximately ninety percent (90%) of HAIA’s issued and outstanding Ordinary Shares. The initial shareholders and their affiliates are not entitled to redeem any Founder Shares in connection with the Extension Proposal. On the Record Date, the Sponsor, together with the Initial Shareholders, beneficially owned and were entitled to vote an aggregate of 5,390,600 Founder Shares, representing approximately ninety percent (90%) of HAIA’s issued and outstanding Ordinary Shares.

Q.	What if I do not want to vote “FOR” the Extension Proposal, the Ratification of Auditors Proposal or the Adjournment Proposal?

A.	If you do not want the Extension Proposal, the Ratification of Auditors Proposal or the Adjournment Proposal to be approved, you may “ABSTAIN”, not vote, or vote “AGAINST” such proposal.

	If you fail to vote by proxy or to vote yourself at the Annual General Meeting, your shares will not be counted in connection with the determination of whether a valid quorum is established and, if a valid quorum is otherwise established, such failure to vote will have no effect on the outcome of any vote on the Extension Proposal, the Ratification of Auditors Proposal and the Adjournment Proposal.

	If you vote to “ABSTAIN” or if you do not provide instructions with your proxy card to your broker, bank or nominee, such abstentions (but not broker non-votes) will be counted in connection with the determination of whether a valid quorum is established and will have no effect on the outcome of the Extension Proposal.

	If the Extension Proposal and the Ratification of Auditors Proposal are approved, and the Board does not believe that it is otherwise necessary, the Adjournment Proposal will not be presented for a vote.

Q.	What happens if the Extension Proposal is not approved?

A.	If there are insufficient votes to approve the Extension Proposal, HAIA may put the Adjournment Proposal to a vote in order to seek additional time to obtain sufficient tabulated votes in support of the Extension.

	If the Extension Proposal is not approved at the Annual General Meeting or at any adjournment, HAIA will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter subject to lawfully available funds therefor, redeem 100% of the Public Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including any interest earned on the funds held in the Trust Account (net of interest that may be used to pay HAIA’s taxes payable and up to $100,000 for dissolution expenses), by (B) the total number of then issued and outstanding Public Shares, which redemption will completely extinguish rights of the holders of Public Shares (including the right to receive further liquidating distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of HAIA’s remaining shareholders and the Board in accordance with applicable law, dissolve and liquidate, subject in the case of clauses (ii) and (iii) above to HAIA’s obligations under Cayman Islands law to provide for claims of creditors and other requirements of applicable law.

	The Sponsor and the initial shareholders of HAIA waived their rights to participate in any liquidation distribution with respect to the 5,390,600 Founder Shares. There will be no distribution from the Trust Account with respect to HAIA’s warrants, which will expire worthless in the event HAIA dissolves and liquidates the Trust Account.

Q.	Am I able to exercise my redemption rights in connection with the Proposed Business Combination?

A.	If you do not choose to exercise Redemption rights in connection with the Annual General Meeting, you may choose to exercise Redemption rights in connection with a business combination if you are a holder of Ordinary Shares as of the close of business on the record date for a Business Combination Annual General Meeting, and you will be able to vote to approve a business combination in a Business Combination Annual General Meeting, to be held at a later date. The Annual General Meeting relating to the Extension Proposal and the Ratification of Auditors Proposal does not affect your right to elect to redeem your Public Shares in connection with a business combination, subject to any limitations set forth in the Articles of Association (including the requirement to submit any request for redemption in connection with a business combination on or before the date that is two business days prior to the initially scheduled date of the Annual General Meeting of HAIA shareholders to vote on a business combination).

Q.	Do I need to request that my shares be redeemed regardless of whether I vote for or against the Extension Proposal?

A.	Yes. Whether you vote for or against the Extension Proposal you may elect to redeem your shares. However, you will need to submit a redemption request for your Public Shares.

Q.	May I change my vote after I have mailed my signed proxy card?

A.	Yes. You may change your vote by:

	·	entering a new vote by Internet or telephone;

	·	sending a later-dated, signed proxy card addressed to ClearTrust LLC, 16540 Pointe Village Dr, Suite 205, Lutz, FL 33558, Attn: HAIA Acquisition Corp., so that it is received on or before the Annual General Meeting; or

	·	attending and voting, in person or virtually via telephone during the Annual General Meeting.

	You also may revoke your proxy by sending a notice of revocation to HAIA’s Secretary, which must be received by HAIA’s Secretary on or before the Annual General Meeting. Attending the Annual General Meeting will not cause your previously granted proxy to be revoked unless you specifically so request.

Q.	If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A.	No. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. HAIA believes that all of the proposals presented to the shareholders at this Annual General Meeting will be considered non-discretionary and, therefore, your broker, bank, or nominee cannot vote your shares without your instruction on any of the proposals presented at the Annual General Meeting. If you do not provide instructions with your proxy card, your broker, bank, or other nominee may deliver a proxy card expressly indicating that it is NOT voting your shares. This indication that a broker, bank, or nominee is not voting your shares is referred to as a “broker non-vote.” Broker non-votes will not be counted for the purposes of determining the existence of a quorum. Your bank, broker or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide. Broker non-votes will have no effect on the outcome of any vote on the Extension Proposal.

Q.	What constitutes a quorum at the Annual General Meeting?

A.	A quorum is the minimum number of HAIA shareholders necessary to hold a valid meeting.

	One or more shareholders who together hold at least a majority of the issued and outstanding shares in HAIA entitled to attend and vote at the Annual General Meeting being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorized representative or proxy shall be a quorum.

Q.	How do I vote?

A.	If you were a holder of record of Public Shares or Class B Ordinary Shares on October 25, 2024, the Record Date for the Annual General Meeting, you may vote with respect to the proposals yourself at the Annual General Meeting, or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

	Voting by Mail. By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals named on the proxy card to vote your shares at the Annual General Meeting in the manner you indicate. You are encouraged to sign and return the proxy card even if you plan to attend the Annual General Meeting so that your shares will be voted if you are unable to attend the Annual General Meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. Votes submitted by mail must be received by 5:00 p.m., New York Time, on November 22, 2024.

	Voting by Internet. Shareholders who have received a copy of the proxy card by mail may be able to vote over the Internet by visiting www.cleartrustonline.com/haia and entering the voter control number included on your proxy card.

	Voting by Telephone. Visit www.cleartrustonline.com/haia for detailed instructions..

Q.	Does the Board recommend voting “FOR” the approval of the Extension Proposal, the Ratification of Auditors Proposal and the Adjournment Proposal?

A.	Yes. After careful consideration of the terms and conditions of the Extension Proposal, the Board has determined that the Extension Proposal is in the best interests of HAIA and its shareholders. The Board unanimously recommends that HAIA shareholders vote “FOR” the Extension Proposal.

	Additionally, the Board has determined that each of the Ratification of Auditors Proposal and Adjournment Proposal is in the best interests of HAIA and its shareholders. The Board unanimously recommends that HAIA shareholders vote “FOR” the Ratification of Auditors Proposal and the Adjournment Proposal.

Q.	What interests do HAIA’s directors and officers have in the approval of the Extension Proposal?

A.	HAIA’s directors and officers have interests in the Extension Proposal that may be different from, or in addition to, your interests as a shareholder. These interests include, among others, ownership, directly or indirectly through the Sponsor, of Public Shares, Founder Shares and private placement warrants. See the section entitled “Annual General Meeting of HAIA Shareholders — Interests of the Initial Shareholders” in this proxy statement.

Q.	Do I have appraisal rights or dissenters’ rights if I object to the Extension Proposal?

A.	No. There are no appraisal rights available to HAIA shareholders in connection with the Extension Proposal.

Q.	If I own a public warrant, can I exercise redemption rights with respect to my public warrants?

A.	No. The holders of public warrants issued in connection with the IPO (a one-half warrant to purchase one Class A Share was included in the units sold in the IPO) each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share have no redemption rights with respect to such public warrants.

Q.	If I am a Unit holder, can I exercise redemption rights with respect to my Units?

A.	No. Holders of outstanding Units must separate the underlying Public Shares and public warrants prior to exercising redemption rights with respect to the Public Shares.

	If you hold Units registered in your own name, you must deliver the certificate for such Units to the Trustee with written instructions to separate such Units into Public Shares and public warrants. This must be completed far enough in advance to permit the mailing of the Public Share certificates back to you so that you may then exercise your redemption rights upon the separation of the Public Shares from the Units. See “How do I exercise my redemption rights?” below. The address of the Trustee is listed under the question “Who can help answer my questions?” below.

	If a broker, dealer, commercial bank, trust company or other nominee holds your Units, you must instruct such nominee to separate your Units. Your nominee must send written instructions by facsimile to the Trustee. Such written instructions must include the number of Units to be split and the nominee holding such Units. Your nominee must also initiate electronically, using DTC’s DWAC system, a withdrawal of the relevant Units and a deposit of an equal number of Public Shares and public warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the Public Shares from the Units. While this is typically done electronically the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your Public Shares to be separated in a timely manner, you will likely not be able to exercise your Redemption rights.

Q.	What do I need to do now?

A.	You should read carefully and consider the information contained in this proxy statement, including Annex A, and to consider how the Extension proposal, Ratification of Auditors Proposal and the Adjournment Proposal will affect you as a shareholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

Q.	How do I exercise my redemption rights?

A.	In connection with the Extension Proposal, and contingent upon the effectiveness of the implementation of the Extension, HAIA shareholders may seek to redeem all or a portion of their Public Shares for a pro rata portion of the funds available in the Trust Account at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the initially scheduled date of the Annual General Meeting, including interest earned on the funds held in the Trust Account and not previously released to HAIA to pay its taxes, divided by the number of then issued and outstanding Public Shares, subject to the limitations described in the final prospectus dated December 9, 2021, filed in connection with the IPO.

	In order to exercise your redemption rights, you must, prior to 5:00 p.m. New York Time on November 22, 2024 (two (2) business days prior to the initially scheduled date of the Annual General Meeting), (i) submit a written request to the Trustee, that HAIA redeem your Public Shares for cash, and (ii) deliver your shares to the Trustee physically or electronically through DTC. The address of HAIA’s transfer agent is listed under the question “Who can help answer my questions?” below. HAIA requests that any requests for redemption include the identity as to the beneficial owner making such request. Electronic delivery of your shares generally will be faster than delivery of physical share certificates.

	A physical share certificate will not be needed if your shares are delivered to HAIA’s transfer agent electronically. In order to obtain a physical share certificate, a shareholder’s broker and/or clearing broker, DTC and HAIA’s transfer agent will need to act to facilitate the request. It is HAIA’s understanding that shareholders should generally allot at least one week to obtain physical certificates from the transfer agent. However, because HAIA does not have any control over this process or over the brokers or DTC, it may take significantly longer than one week to obtain a physical share certificate. If it takes longer than anticipated to obtain a physical certificate, shareholders who wish to redeem their shares may be unable to obtain physical certificates by the deadline for exercising their redemption rights and thus will be unable to redeem their shares.

	Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with HAIA’s consent, until the vote is taken with respect to the matters presented at the Annual General Meeting. If you delivered your shares for redemption to the Trustee and decide within the required timeframe not to exercise your redemption rights, you may request that the Trustee return the shares (physically or electronically). Such requests may be made by contacting the Trustee at the phone number or address listed under the question “Who can help answer my questions?”

	HAIA shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name” are required to either tender their certificates to the transfer agent prior to the date set forth in this proxy statement, or up to two (2) business days prior to the initially scheduled date of the Annual General Meeting, or to deliver their shares to the transfer agent electronically using the DTC’s DWAC system, at such shareholder’s option. The requirement for physical or electronic delivery prior to the Annual General Meeting ensures that a redeeming shareholder’s election to redeem is irrevocable once the Extension Proposal is approved.

	There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge a tendering broker a fee and it is in the broker’s discretion whether or not to pass this cost on to the redeeming shareholder. However, this fee would be incurred regardless of whether or not shareholders seeking to exercise redemption rights are required to tender their shares, as the need to deliver shares is a requirement to exercising redemption rights, regardless of the timing of when such delivery must be effectuated.

Q.	What should I do if I receive more than one (1) set of voting materials for the Annual General Meeting?

A.	You may receive more than one set of voting materials for the Annual General Meeting, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.

	Separate voting materials will be mailed to HAIA shareholders for a Business Combination Annual General Meeting to be held on a later date. Please be sure to complete, sign, date and return each proxy card and voting instruction card received relating to both the Annual General Meeting.

Q.	Who will solicit and pay the cost of soliciting proxies for the Annual General Meeting?

A.	HAIA will pay the cost of soliciting proxies for the Annual General Meeting. HAIA has engaged Advantage Proxy, Inc. to assist in the solicitation of proxies for the Annual General Meeting. HAIA will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of Ordinary Shares for their expenses in forwarding soliciting materials to beneficial owners of Ordinary Shares and in obtaining voting instructions from those owners. The directors, officers and employees of HAIA may also solicit proxies by telephone, by facsimile, by mail or on the Internet. They will not be paid any additional amounts for soliciting proxies.

Q.	Who can help answer my questions?

A.	If you have questions about the proposals or if you need additional copies of this proxy statement or the enclosed proxy card you should contact:

	To obtain timely delivery, HAIA shareholders must request the materials no later than November 21, 2024, or three (3) business days prior to the date of the Annual General Meeting. You may also obtain additional information about HAIA from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”

	If you intend to seek redemption of your Public Shares, you will need to send a letter demanding redemption and deliver your Public Shares (either physically or electronically) to the transfer agent on or before 5:00 p.m., New York Time, on November 22, 2024 (two business days prior to the initially scheduled date of the Annual General Meeting) in accordance with the procedures detailed under the question “How do I exercise my redemption rights?”. If you have questions regarding the certification of your position or delivery of your Public Shares, please contact the transfer agent:

	·	*Proposal No. 1 - Extension Proposal -* To approve, as a special resolution, an amendment to HAIA’s Amended and Restated Memorandum of Association and Articles of Association (as may be amended from time to time by special resolution of the Company, together, the “Articles of Association”) as provided by the first resolution in the form set forth in Annex A to the accompanying proxy statement, to give the Company the right to extend, by resolution of the Board, the date by which it has to consummate a business combination on a month-to-month basis, to May 14, 2025 (each month so extended, the “Extended Date”) (i.e., the period of time ending 42 months after the consummation of the initial public offering (the “IPO”)) by depositing into the trust account the lesser of $15,000 or $0.033 per non-redeemed public share for each one-month extension period, commencing on the 14th day of each month, (each such extension, an “*Extension Period”). This proposal is referred to as the “Extension Proposal*”);

	·	*Proposal No. 2 - The Ratification of Auditors Proposal* - as an ordinary resolution, a proposal to consider and vote to ratify the appointment of Bush & Associates CPA LLC as the independent registered public accounting firm for the fiscal year December 31, 2024; and

	·	*Proposal No. 3 - Adjournment Proposal -* To approve, as an ordinary resolution, the adjournment of the Annual General Meeting to a later date or dates, if necessary, (i) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Annual General Meeting, there are not sufficient tabulated votes to approve the Extension Proposal or (ii) where the board of directors of the Company has determined that it is otherwise necessary (the “Adjournment Proposal”).

	·	you may send another proxy card with a later date;

	·	you may notify HAIA in writing to HAIA Acquisition Corp., c/o ClearTrust LLC, 16540 Pointe Village Dr, Suite 205, Lutz, FL 33558 before the Annual General Meeting that you have revoked your proxy; or

	·	you may attend the Annual General Meeting, revoke your proxy, and vote oneself, as indicated above.

	·	if you hold Units, separate the underlying Public Shares and public warrants;

	·	on or before 5:00 p.m., New York Time on November 22, 2024, two business days prior to the initially scheduled date of the Annual General Meeting, tender your shares physically or electronically and submit a request in writing that HAIA redeem your Public Shares for cash to the Trustee, the transfer agent, at the following address:

·	Simultaneously with the consummation of the IPO, HAIA consummated the private sale of 11,124,960 private placement warrants at a price of $1.00 per warrant, for an aggregate purchase price of $11,124,960. Each private placement warrant is identical to the warrants included in the units sold in IPO. Such private placement warrants have an aggregate market value of approximately $[] based upon the closing per warrant price of $[] on Nasdaq on October [*], 2024. The private placement warrants, including the underlying Class A Ordinary Shares, will become worthless if HAIA does not consummate a business combination by December 14, 2024 (or up to May 14, 2025 if approved by HAIA shareholders to amend the Articles of Association, to such Extended Date).

·		The Sponsor has issued to HAIA working capital loans in an aggregate amount of $340,006, as of June 30, 2024. In the event that the Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. All unpaid amounts would be forfeited.

·	The Initial Shareholders and the Sponsor paid significantly less for its Founders Shares. Prior to the consummation of the IPO, initial shareholders including the Sponsor purchased 5,390,600 Founder Shares for an aggregate purchase price of $25,000, or approximately $0.004 per share.

·	If HAIA is unable to complete an initial business combination within the required time period, the aggregate dollar amount of non-reimbursable funds (excluding any unpaid expenses incurred by the Sponsor) is $[], comprised of (a) $[] representing the market value of Founder Shares, and (b) $[*] representing the market value of private placement warrants held by the Initial Shareholders. The Initial Shareholders and the Sponsor have indirect economic interests in the private placement warrants and in the Founder Shares.

·	The Sponsor and the Initial Shareholders have agreed not to redeem any Public Shares or Founder Shares, held by it in connection with a shareholder vote to approve an initial business combination.

·	The Sponsor and the Initial Shareholders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if HAIA fails to complete an initial business combination by December 14, 2024 (or such later date that may be approved by HAIA shareholders, such as monthly up to May 14, 2025, the Extended Date).

·	The continued indemnification of current directors and officers of HAIA and the continuation of directors’ and officers’ liability insurance after a business combination.

	·	if you hold Units, separate the underlying Public Shares and public warrants;

	·	on or before two business days prior to the initially scheduled date of the Annual General Meeting, tender your shares physically or electronically and submit a request in writing that HAIA redeem your Public Shares for cash to the Trustee, at the following address:

	·	each person known by HAIA to be the beneficial owner of more than 5% of HAIA’s issued and outstanding Ordinary Shares or Founder Shares;

	·	each of HAIA’ executive officers and directors that beneficially owns shares of HAIA’s Ordinary Shares or Founder Shares; and

	·	all HAIA’s executive officers and directors as a group.

	Class B ordinary shares					Class A ordinary shares
Name of Beneficial Owners	Number of Shares Beneficially Owned⁽²⁾		Approximate Percentage of Class			Number of Shares Beneficially Owned		Approximate Percentage of Class			Approximate Percentage of Voting Control⁽⁶⁾
Atticus Ale LLC⁽¹⁾		1		100	%		3,184,829		53	%		53	%
All officers and directors as a group (five individuals)		0	-		%					%			%
Healthcare AI Acquisition LLC^{(2)(3)(4) (6)}		—		—			2,105,770		36			36	%
Greg Caswill^{(5) (6)}			*				25,000		—		*
Robert Piconi^{(5) (6)}	*						25,000		—		*
Xavier Flinois⁽⁵⁽⁶⁾			*				25,000		—		*
Elizabeth Weymouth^{(5) (6)}	*						25,000		—		*

*	Less than one percent.

(1)	The business address is 8, the Green Ste 15614, Dover DE 19901. Interests shown consist solely of founder shares of 3,184,829 Class A Shares that were converted on a one-for-one basis on June 29, 2023, plus one B Share. The shares reported above are held in the name of Attticus Ale LLC, our initial sponsor.
(2)	Interests shown consist solely of founder shares, which were converted to Class B ordinary shares on June 29, 2023, on a one-for-one basis.
(3)	The shares reported above are held in the name of HAIA Acquisition LLC,our initial sponsor which is controlled by a four-member board of managers composed of Simon Cottle, Patrick Hargutt, Roger Priaulx and Dawn Howe. The approval of a majority of the managers is required to approve an action of our initial sponsor. Under the so-called “rule of three,” if voting and dispositive decisions regarding an entity’s securities are made by three or more individuals, and a voting and dispositive decision requires the approval of a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity’s securities. Based upon the foregoing analysis, no individual member of the board of managers exercises voting or dispositive control over any of the securities held by our sponsor, even those in which such manager directly holds a pecuniary interest. Accordingly, none of them will be deemed to have or share beneficial ownership of such shares.
(4)	Excludes 500,000 Class A ordinary shares which may be issued by cancellation of the 11,234,960 private placement warrants upon consummation of a business combination.
(5)	Does not include any shares indirectly owned by this individual as a result of his or her partnership interest in the initial sponsor or its affiliates.
(6)	The voting rights have been assigned to the Sponsor in connection with the Sponsor Handover.

(1)		Proposal No. 1 - Extension Proposal – To approve, as a special resolution, an amendment to HAIA’s Amended and Restated Memorandum of Association and Articles of Association (as may be amended from time to time by special resolution of the Company) as provided by the first resolution in the form set forth in Annex A to the accompanying proxy statement, to give the Company the right to extend, by resolution of the Board, the date by which it has to consummate a business combination on a month-to-month basis, by depositing into the trust account the lesser of $15,000 or $0.033 per non-redeemed public share for each monthly extension until May 14, 2025. A copy of the Amendment is attached to the proxy statement as Annex A.

		☐ FOR ☐ AGAINST ☐ ABSTAIN

·	*Proposal No. 2 - The Ratification of Auditors Proposal* — as an ordinary resolution, a proposal to consider and vote to ratify the appointment of Bush & Associates CPA, LLC as the independent registered public accounting firm for the fiscal year December 31, 2024; and

		☐ FOR ☐ AGAINST ☐ ABSTAIN

(2)		*Proposal No. 3 - The Adjournment Proposal* — To approve, as an ordinary resolution, the adjournment of the Annual General Meeting to a later date or dates, if necessary, (i) to permit further solicitation there are not sufficient votes to approve the Extension Proposal and the Ratification of Auditors Proposal, or (ii) where the board of directors of the Company has determined that it is otherwise necessary.

		☐ FOR ☐ AGAINST ☐ ABSTAIN