HAIAF · Healthcare AI Acquisition Corp. · Insider Trading

As described in the issuer's registration statement on Form S-1 (File No. 333-261193) under the heading "Description of Securities-Founder Shares," the Class B ordinary shares, par value $0.0001 per share, will automatically convert into Class A ordinary shares, par value $0.0001 per share, of the issuer at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for share splits, share capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date. On June 29, 2023, the reporting person elected to convert all 2,105,770 of its Class B ordinary shares into Class A ordinary shares.

As described in the issuer's registration statement on Form S-1 (File No. 333-261193) under the heading "Description of Securities-Founder Shares," the Class B ordinary shares, par value $0.0001 per share, will automatically convert into Class A ordinary shares, par value $0.0001 per share, of the issuer at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for share splits, share capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date. On June 29, 2023, the reporting person elected to convert all 2,105,770 of its Class B ordinary shares into Class A ordinary shares.

The reporting person is controlled by a five-member board of managers composed of Simon Cottle, Patrick Hargutt, Roger Priaulx, Dawn Howe and Arya Bolurfrushan. The approval of a majority of the managers is required to approve an action of the reporting person. 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 or 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. This is the situation with regard to the reporting person. Based upon the foregoing analysis, no individual manager of the reporting person exercises voting or dispositive control over any of the securities held by the reporting, even those in which such manager holds a pecuniary interest. Accordingly, none of them will be deemed to have or share beneficial ownership of such securities.

As described in the issuer's registration statement on Form S-1 (File No. 333-261193) under the heading "Description of Securities-Founder Shares," the Class B ordinary shares, par value $0.0001 per share, will automatically convert into Class A ordinary shares, par value $0.0001 per share, of the issuer at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for share splits, share capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.

On June 12, 2023, pursuant to that certain share purchase agreement, dated June 8, 2023, by and among the reporting person, the issuer and Atticus Ale, LLC, the reporting person transferred 3,184,830 Class B ordinary shares to Atticus Ale, LLC for no consideration.

The reporting person is controlled by a five-member board of managers composed of Simon Cottle, Patrick Hargutt, Roger Priaulx, Dawn Howe and Arya Bolurfrushan. The approval of a majority of the managers is required to approve an action of the reporting person. 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 or 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. This is the situation with regard to the reporting person. Based upon the foregoing analysis, no individual manager of the reporting person exercises voting or dispositive control over any of the securities held by the reporting, even those in which such manager holds a pecuniary interest. Accordingly, none of them will be deemed to have or share beneficial ownership of such securities.

This Form 4 reflects the automatic surrender to Healthcare AI Acquisition Corp. (the "Issuer") of 359,400 shares of the Issuer's Class B ordinary shares, par value $0.0001 per share, for no consideration by the reporting person pursuant to contractual arrangements with the Issuer, triggered by the election by the underwriter of the Issuer's initial public offering to partially exercise its option to purchase additional units.

As described in the Issuer's registration statement on Form S-1 (File No. 333-261193) under the heading "Description of Securities-Founder Shares", the Class B ordinary shares, par value $0.0001 per share, will automatically convert into Class A ordinary shares, par value $0.0001 per share, of the Issuer at the time of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for share splits, share capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.

The reporting person 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 the reporting person. 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 or 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. This is the situation with regard to the reporting person. Based upon the foregoing analysis, no individual manager of the reporting person exercises voting or dispositive control over any of the securities held by the reporting, even those in which such manager holds a pecuniary interest. Accordingly, none of them will be deemed to have or share beneficial ownership of such securities.