UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): May 13, 2024

 

HEALTHCARE AI ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

 

Cayman Islands

 

001-41145

 

98-1585450

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

8 The Green Ste 15614 Dover DE 19901

 (Address of principal executive offices, including zip code)

 

(917) 446-0469

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 and one-half of one Redeemable Warrant

 

HAIAU

 

The Nasdaq Stock Market, LLC

 

 

 

 

 

Class A Ordinary Share, par value $0.0001 per share

 

HAIA

 

The Nasdaq Stock Market, LLC

 

 

 

 

 

Warrant, each whole warrant exercisable for one Class A Ordinary Share for $11.50 per share

 

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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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 4.01. Changes to Registrant’s Certifying Accountant.

 

On May 3, 2024, the SEC entered an Order Instituting Public Administrative and Cease-and-Desist Proceedings Pursuant to Section 8A of the Securities Act of 1933, Sections 4C and 21C of the Securities Exchange Act of 1934 and Rule 102(e) of the Commission’s Rules of Practice, Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order (the “SEC Order”),  barring BF Borgers from appearing or practicing before the SEC as an accountant for reasons described therein. On May 9, 2024, the Company received a letter from the Division of Corporate Finance of the Securities and Exchange Commission (the “SEC”) informing the Company that BF Borgers had been suspended from appearing or practicing before the SEC as an accountant pursuant to Rule 102(e) of the Commission’s Rules of Practice (the “SEC Letter”).

 

On May 13, 2024, Healthcare AI Acquisition Corp. (the “Company”) dismissed BF Borgers CPA PC (“BF Borgers”), as its independent registered public accounting firm. The decision was made with the approval of the Company’s board of directors upon recommendation of the members of the Company’s Audit Committee (the “Committee”) on May 10, 2024. 

 

BF Borgers reported on the Company’s financial statements for the fiscal year ended December 31, 2023. During the Company’s most recent fiscal year ended December 31, 2023, through the date of this Current Report, the Company is of the opinion that there were no “disagreements” with BF Borgers on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements if not resolved to the satisfaction of BF Borgers would have caused BF Borgers to make reference thereto in its reports on the consolidated financial statements for such year. During the fiscal year ended December 31, 2023, and through May 10, 2024, there have been no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K).

 

The SEC Letter advised that, in lieu of obtaining a letter from BF Borgers stating whether or not it agrees with the statements herein, the Company may indicate that BF Borgers is not currently permitted to appear or practice before the SEC for reasons described in the SEC Order.

 

The Committee and the Company’s board of directors are currently in the process of identifying and retaining a new qualified independent registered public accounting firm (“Accounting Firm”) to review and opine on the Company’s annual financial statements moving forward.  Until such time, the Company may not be able to file its financial results for the first quarter ended March 31, 2024, as well as other future SEC filings, on a timely basis. The Company is working expeditiously to engage another Accounting Firm and go through the financial review process to ensure timely filings of SEC reports on a going forward basis.

 

 

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SIGNATURE

 

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.

 

 

 

 

Dated: May 13, 2024

By:

/s/ Jiande Chen

 

 

Name: Jiande Chen

 

 

 

Title: Chief Executive Officer

 

 

 

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v3.24.1.1.u2
Cover
May 13, 2024
Document Information Line Items  
Entity Registrant Name HEALTHCARE AI ACQUISITION CORP.
Entity Central Index Key 0001848861
Document Type 8-K
Amendment Flag false
Entity Emerging Growth Company true
Document Period End Date May 13, 2024
Entity Ex Transition Period false
Entity File Number 001-41145
Entity Incorporation State Country Code E9
Entity Tax Identification Number 98-1585450
Entity Address Address Line 1 8 The Green
Entity Address Address Line 2 Ste 15614
Entity Address City Or Town Dover
Entity Address State Or Province DE
Entity Address Postal Zip Code 19901
City Area Code 917
Local Phone Number 446-0469
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Class A Ordinary Share Units [Member]  
Document Information Line Items  
Security 12b Title Units, each consisting of one Class A Ordinary Share and one-half of one Redeemable Warrant
Trading Symbol HAIAU
Security Exchange Name NASDAQ
Class A Ordinary Share [Member]  
Document Information Line Items  
Security 12b Title Class A Ordinary Share, par value $0.0001 per share
Trading Symbol HAIA
Security Exchange Name NASDAQ
Class A Ordinary Shares Warrants [Member]  
Document Information Line Items  
Security 12b Title Warrant, each whole warrant exercisable for one Class A Ordinary Share for $11.50 per share
Trading Symbol HAIAW
Security Exchange Name NASDAQ
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