0001564590-22-003121.txt : 20220131 0001564590-22-003121.hdr.sgml : 20220131 20220131072228 ACCESSION NUMBER: 0001564590-22-003121 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20220127 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20220131 DATE AS OF CHANGE: 20220131 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Healthcare AI Acquisition Corp. CENTRAL INDEX KEY: 0001848861 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-41145 FILM NUMBER: 22571301 BUSINESS ADDRESS: STREET 1: 7 STANLEY GARDENS CITY: LONDON STATE: X0 ZIP: W112ND BUSINESS PHONE: 447958369725 MAIL ADDRESS: STREET 1: 7 STANLEY GARDENS CITY: LONDON STATE: X0 ZIP: W112ND 8-K 1 cik1848861-8k_20220127.htm 8-K cik1848861-8k_20220127.DOCX.htm

 

 

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549
__________________

 

FORM 8-K
__________________

CURRENT REPORT

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): January 27, 2022

__________________

HEALTHCARE AI ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
__________________

Cayman Islands

(State or other jurisdiction of incorporation

or organization)

001-41145

(Commission

File Number)

98-1585450
(I.R.S. Employer
Identification No.)

 

190 Elgin Avenue, George Town, Grand Cayman, Cayman Islands

(Address of principal executive offices)

 

10177

(Zip Code)

(345) 815-8548

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 (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

Symbol(s)

Name of each exchange on
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. ☐

 

 

 

 

 

 

Item 8.01.Other Events.

On January 27, 2022, Healthcare AI Acquisition Corp. (the “Company”) announced that the holders of the Company’s units (the “Units”) may elect to separately trade Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and warrants included in the Units commencing on January 31, 2022. Each Unit consists of one Class A Ordinary Share and one-half of one redeemable warrant to purchase one Class A Ordinary Share. Any Units not separated will continue to trade on The Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “HAIAU”. Any underlying Class A Ordinary Shares and warrants that are separated will trade on the Nasdaq under the symbols “HAIA” and “HAIAW,” respectively. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the holders’ Units into Class A Ordinary Shares and warrants.

A copy of the press release issued by the Company announcing the separate trading of the securities underlying the Units is attached hereto as Exhibit 99.1.

Item 9.01.Financial Statements and Exhibits.

(d) Exhibits

 

 

 

 

 

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: January 31, 2022HEALTHCARE AI ACQUISITION CORP.

By: /s/ Simon Lyall-Cottle
Name: Simon Lyall-Cottle
Title: Chief Executive Officer

 

 

 EX-99.1 2 cik1848861-ex991_6.htm EX-99.1 cik1848861-ex991_6.htm

 

Exhibit 99.1

 

Healthcare AI Acquisition Corp. Announces Separate Trading of its Class A Ordinary Shares and Warrants Commencing January 31, 2022

Press Release

LONDON, January 27, 2022 - Healthcare AI Acquisition Corp. (the “Company”), announced today that, commencing January 31, 2022, holders of the units sold in the Company’s public offering of 21,562,401 units, completed on December 14, 2021, which included the sale of additional 1,562,401 units in connection with the partial exercise of the underwriters’ option to purchase up to 3,000,000 units at the initial public offering price to cover over-allotments, may elect to separately trade the Class A ordinary shares and warrants included in the units. Those units not separated will continue to trade on the Nasdaq Stock Market LLC (“NASDAQ”) under the symbol “HAIAU,” and the Class A ordinary shares and warrants that are separated will trade on the NASDAQ under the symbols “HAIA” and “HAIAW,” respectively. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Holders of units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the units into Class A ordinary shares and warrants.

The units were initially offered by the Company in an underwritten offering. Citigroup Global Markets Inc. and Jefferies LLC acted as joint book-running managers for the offering.

The registration statement relating to the securities of the Company was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on December 9, 2021. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

The offering was made only by means of a prospectus. Copies of the prospectus related to the offering may be obtained for free by visiting EDGAR on the SEC's website at www.sec.gov or by contacting Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, telephone number 1-800-831-9146 or Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, 2nd Floor, New York, NY 10022, or by telephone at (877) 821-7388 or by email at prospectus_department@jefferies.com.

About Healthcare AI Acquisition Corp.

The Company is a special purpose acquisition company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The Company is sponsored by

 

 

Healthcare AI Acquisition, LLC, an affiliate of Stanley Capital. While the Company may pursue an initial business combination target in any industry or geographic region, it intends to focus its search on businesses in the healthcare and pharmaceutical industry, specifically companies within the e-Clinical, Healthcare Information Technology or Outsourced Pharmaceutical Services industries with high AI readiness and technological transformation potential.

Forward-Looking Statements

This press release contains statements that constitute “forward-looking statements” related to the initial public offering and search for an initial business combination. No assurance can be given that the offering will be completed on the terms described, or at all, or that the proceeds of the offering will be used as indicated. Forward-looking statements are subject to numerous conditions, many of which are beyond the Company’s control, including those set forth in the Risk Factors section of the company’s registration statement for the initial public offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. The company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

Media Contacts

Zach Kouwe/ Doug Allen
Dukas Linden Public Relations
HAIA@dlpr.com
212-704-7385