Item 1.01 Entry into a Material Definitive Agreement
Letter Agreement
On June 12, 2023 as approved by its shareholders at an extraordinary general
meeting held on June 9, 2023 (the "Special Meeting"), Healthcare AI Acquisition
Corp. (the "Company"), its sponsor, Healthcare AI Acquisition LLC (the
"Sponsor"), its officers and its directors (together with the Sponsor, the
"Letter Agreement Parties"), entered into an amendment to the Letter Agreement
(the "Letter Agreement") dated December 14, 2021 (the "Letter Agreement
Amendment"), to allow the transfer of Class B ordinary shares of the Company,
$0.0001 par value per share ("Founder Shares") by its initial shareholders,
including the Sponsor, prior to the expiration of the applicable lock-up set
forth therein.
On June 12, 2023, the Company instructed its trustee, Continental Stock Transfer
& Trust Company (the "Trustee"), pursuant to the investment management trust
agreement dated as of December 10, 2021, to extend the time to complete a
business combination as approved by the Company's shareholders in accordance
with the Company's amended and Amended and Restated Memorandum of Association
and Articles of Association (the "Articles of Association"). At the Special
Meeting, the shareholders of the Company approved a special resolution to th
Articles of Association to extend the time to consummate a business combination
until June 14, 2024, on a month-to-month basis by depositing $50,000 into the
Company's trust account for each one month extension (the "Extension").
On June 8, 2023, the Company entered into a share purchase agreement in
connection with the transfer from the Sponsor to Atticus Ale, LLC (the
"Purchaser") of 3,184,830 Founder Shares (the "Transfer") which Transfer closed
on June 12, 2023 (the "Closing").
Sponsor Handover
On June 12, 2023, at the Closing, in connection with the Transfer, the Company,
its officers and directors, the Sponsor and the Purchaser entered into
additional agreements (altogether, the "Sponsor Handover") whereby: (a) the
Purchaser would sign a joinder agreement to become a party to the Letter
Agreement and the Registration Rights Agreement dated December 14, 2021
("Registration Rights Agreement") in connection with the Company's initial
public offering ("IPO"), among the Company, the Sponsor and certain
equityholders of the Company, which provides for customary demand and piggy-back
registration rights for the Sponsor and such other equityholders, including the
right to appoint three members to the Company's board of directors after the
consummation of the initial business combination; (b) the Sponsor and holders of
the Class B Ordinary Shares of the Company, $0.0001 par value per share
("Founder Shares") gave to Purchaser the irrevocable right to vote the Founder
Shares on their behalf (the "POA Agreement"); (c) the Company entered into an
agreement whereby at the time of the initial business combination, the Sponsor
will surrender for cancelation 11,124,960 private placement warrants (the
"Placement Warrants") purchased at the time of the IPO pursuant to a Private
Placement Warrants Purchase Agreement, dated December 9, 2021 (allowing the
holder to acquire Class A Ordinary Shares of the Company, par value $0.0001 per
share, referred to as the "Class A Shares") in exchange for the Company issuing
to the Sponsor 500,000 Class A Shares; and (d) the Company entered into an
indemnity letter agreement (the "Indemnification Letter Agreement") to continue
its obligation to indemnify the resigning officers and directors of the Company
pursuant to the Indemnity Agreement dated December 14, 2021 executed in
connection with the IPO (the "Indemnity Agreement"). In addition, at the
Closing, the Company's IPO underwriters, Citigroup Global Markets Inc. and
Jefferies LLC, waived their respective entitlement to the payment of any
Deferred Discount (as such term is defined therein) to be paid under the terms
of Section 2(c) and Section 5(bb) of the Underwriting Agreement dated December
9, 2021.
In connection with the Sponsor Handover, the following agreements were executed:
· A Joinder Agreement, dated June 12, 2023, between the Company and the
Purchaser, whereby the Purchaser agreed to become a party to the Letter
Agreement and the Registration Rights Agreement and transferring to
Purchaser, following consummation of the Company's initial business
combination, the right to appoint three members to the board of directors;
· A POA Agreement dated June 12, 2023 among the Purchaser and all holders of
the Founder Shares, whereby holders of the Founder Shares gave Purchaser
the irrevocable right to vote the Founder Shares on their behalf;
· A Warrant Exchange Agreement, dated June 12, 2023, between the Sponsor and
. . .
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers, Compensatory Arrangements of Certain Officers.
Resignation of Officers and Directors
On June 12, 2023, effective immediately, the following officers and directors
submitted the resignation of their respective offices: Simon Cottle, as director
and Chief Executive Officer, Patrick Hargutt, as director and Chief Financial
Officer, and each of James Brooks, Greg Caswill, Robert Piconi, Xavier Flinois
and Elizabeth Weymouth as directors of the Company. Each officer and director
informed the Company that he or she was resigning from his or her role, to
pursue other opportunities. There were no disagreements between the Company and
any officer or director on any matter related to the Company's operations,
policies or practices.
Appointment of Officers and Directors
On June 12, 2023, the holders of the Founder Shares appointed Zikang Wu as a
non-independent director of the Company. Additionally, on June 12, 2023, Zikang
Wu as the sole director of the Company, appointed Zikang Wu as Chief Executive
Officer, effective June 12, 2023.
On June 12, 2023, Zikang Wu as the sole director of the Company appointed Weiyi
Zheng, Hao Tian, Yuerong Tang and Zixun Jin as directors to join the Board of
Directors of the Company (the "Board"). Each of Hao Tian, Yuerong Tang and Zixun
Jin have been determined by Zikang Wu as the sole director of the Company to be
an independent director under the listing rules of Nasdaq, and will serve on the
audit, compensation and nominating committees. Mr. Tian will act as the
"financial expert" and serve as chairman of the audit committee and will also
serve as chairman of the compensation committee.
In connection with the appointment, the Company and Zikang Wu, Weiyi Zheng, Hao
Tian, Yuerong Tang and Zixun Jin will enter into an indemnity agreement, the
form of which was filed with the SEC on November 19, 2021 as Exhibit 10.4 to the
Company's registration statement on Form S-1. There are no arrangements or
understandings pursuant to which each of Weiyi Zheng, Hao Tian, Yuerong Tang and
Zixun Jin were selected as a director. None of Weiyi Zheng, Hao Tian, Yuerong
Tang and Zixun Jin have a direct or indirect material interest in any
transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Zikang Wu will serve as our Chief Executive Officer and a director on our Board.
Mr. Wu is the President of Atticus Ale, LLC, the Purchaser in the Sponsor
Takeover. He is the founder and has been president of First Cover, Inc., a New
York-based risk, compliance, and corporate services provider since April 2021.
Additionally, Mr. Wu is the Chief Executive Officer of Tigerless Health, Inc., a
leading US direct-to-consumer Insurtech company that he founded in September
2018. Being experienced in strategic planning, operations, and risk management,
he assists corporate clients and individual customers in navigating complex
insurance policies and cross-border transactions. Mr. Wu holds a Bachelor's
degree in accounting and finance from Lehigh University and is certified as an
insurance agent and broker by the New York State Department of Financial
Services (NYDFS). The Company believes that Zikang Wu is well qualified to serve
on its board of directors due to his extensive experience in strategic planning,
operations and risk management.
Weiyi Zheng will serve as a director on our Board. Weiyi Zheng is the Senior
Vice President of First Cover, Inc., a New York-based risk, compliance, and
corporate services provider. Since 2019, Ms. Zheng has served as the Chief
Marketing Officer at Tigerless Health, Inc., a leading US direct-to-consumer
Insurtech company, where she establishes cooperative relationships and leads
national marketing campaigns across all media types. Ms. Zheng holds a Master's
degree in Strategic Communication from Columbia University and a Bachelor's
degree from the University of California, Davis. The Company believes that Weiyi
Zheng is well qualified to serve on its board of directors due to her extensive
network and years of marketing experience.
Hao Tian will serve as an independent director on our Board. Hao Tian is a risk
manager at Amazon.com, Inc. ("Amazon") and brings professional experience in due
diligence investigation, anti-money laundering, and sanctions compliance. Before
joining Amazon in 2021, Mr. Tian was a lead associate at Kroll, LLC (formerly
Duff & Phelps), a premier investigation and financial risk advisory firm
headquartered in New York, based in its Toronto and Reston offices. He started
his career with the corporate security division at the World Bank Group based in
Washington D.C. Mr. Tian holds a Master's degree from Georgetown University's
School of Foreign Service and a Bachelor's degree in international relations and
. . .
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
As approved by its shareholders at the Special Meeting held on June 9, 2023, the
following proposals were approved: (a) as a special resolution, giving the
Company the right to extend the date by which it has to complete a business
combination to June 14, 2024 by depositing into the Company's trust account held
by the Trustee (the "Trust Account"), the amount of $50,000 for each one-month
extension (the "Extension Amendment Proposal"); (b) as a special resolution, an
amendment to the Articles of Association to remove from the Articles of
Association the limitation that the Company may not redeem Public Shares (as
defined below) to the extent that such redemption would result in the Company
having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1)
of the Securities Exchange Act of 1934, as amended), of less than $5,000,001
(the "Redemption Limitation") in order to allow the Company to redeem Public
Shares irrespective of whether such redemption would exceed the Redemption
Limitation (the "NTA Requirement Amendment Proposal"); and (c) as a special
resolution, an amendment to the Articles of Association to provide for the right
of a holder of the Company's Class B Shares, to convert into Class A Shares (or
"Public Shares") on a one-for-one basis at any time and from time to time prior
to the closing of a business combination at the election of the holder (the
"Founder Share Amendment Proposal"). In addition, a proposal was approved as an
ordinary resolution, an amendment to the Letter Agreement, to allow the Sponsor
to transfer its holdings in the Company prior to the expiration of the
applicable lock-up (the "Letter Agreement Amendment Proposal").
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 9, 2023, the Company held the Special Meeting. On May 22, 2023, the
record date for the Special Meeting, there were 26,953,001 ordinary shares
entitled to be voted at the Special Meeting. This includes 21,562,401 Class A
Shares, and 5,390,600 Class B Shares (together being the issued and outstanding
ordinary shares of the Company, referred to as the "Shares"). At the meeting,
19,708,310 or 73.12% of such Shares were represented in person or by proxy.
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The final results for each of the matters submitted to a vote of the Company's
shareholders at the Special Meeting are as follows:
1. Extension Amendment Proposal
Shareholders approved the proposal to amend the Company's Articles of
Association as a special resolution, giving the Company the right to extend the
date by which it has to complete a business combination to June 14, 2024 by
depositing into the Company's Trust Account, the amount of $50,000 for each
one-month Extension. Approval of the Extension Amendment Proposal required 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 Ordinary Shares voted in person or by proxy at the Extraordinary
General Meeting or any adjournment thereof. The Extension Amendment Proposal
received the following votes:
FOR AGAINST ABSTAIN BROKER NON-VOTES
17,994,347 1,713,963 0 0
The Minutes of the Special Meeting which show the approval of the Extension
Amendment Proposal in the form of the .
2. Redemption Limitation Amendment Proposal
Shareholders approved the proposal to amend the Company's Articles of
Association as a special resolution, an amendment to the Articles of
Association to remove from the Articles of Association the limitation that the
Company may not redeem Public Shares (as defined below) to the extent that such
redemption would result in the Company having net tangible assets (as
determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act
of 1934, as amended), of less than $5,000,001 in order to allow the Company to
redeem Public Shares irrespective of whether such redemption would exceed the
Redemption Limitation. Approval of the Redemption Limitation Amendment Proposal
required 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 Ordinary Shares voted in person or by proxy at the
Extraordinary General Meeting or any adjournment thereof. The Redemption
Limitation Amendment Proposal received the following votes:
FOR AGAINST ABSTAIN BROKER NON-VOTES
17,994,347 1,713,963 0 0
3. Founder Share Amendment Proposal
Shareholders approved the proposal to amend the Company's Articles of
Association as a special resolution, an amendment to the Articles of Association
to provide for the right of a holder of the Company's Class B Shares, to convert
into Class A Shares on a one-for-one basis at any time and from time to time
prior to the closing of a business combination at the election of the holder.
Approval of the Founder Share Amendment Proposal required 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 Ordinary
Shares voted in person or by proxy at the Extraordinary General Meeting or any
adjournment thereof. The Founer Share Amendment Proposal received the following
votes:
FOR AGAINST ABSTAIN BROKER NON-VOTES
17,994,347 1,713,963 0 0
4. Letter Agreement Amendment Proposal
Shareholders approved the proposal to amend the Letter Agreement, as an ordinary
resolution, to allow the holders of the Class B Ordinary Shares, to directly or
indirectly, transfer their Class B Ordinary Shares to a third party prior to the
expiration of the applicable lock-up period. Approval of the Letter Agreement
Amendment Proposal required an ordinary resolution under Cayman Islands law,
being a resolution passed by a simple majority of the votes cast by the holders
of the Ordinary Shares present at the Extraordinary General Meeting and entitled
to vote thereon. The Letter Agreement Amendment Proposal received the following
votes:
FOR AGAINST ABSTAIN BROKER NON-VOTES
17,994,347 1,713,963 0 0
Item 8.01. Other Events.
In connection with the shareholders' vote at the Special Meeting of shareholders
held by the Company on June 9, 2023, 19,824,274 shares were tendered for
redemption. As a result, approximately $208,992,255 (approximately $10.54 per
share) will be removed from the Company's trust account to pay such holders,
without taking into account additional allocation of payments to cover any tax
obligation of the Company since that date. Following redemptions, the Company
will have 1,738,127 Class A Shares outstanding, and approximately $18,323,752
will remain in the Company's trust account.
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Item 9.01. Financial Statements and Exhibits
(c) Exhibits:
Exhibit No. Description
3.1 Amendment to Amended and Restated Memorandum of Association and
Articles of Association
10.1 Share Purchase Agreement among the Company, the Sponsor and
Atticus Ale, LLC dated June 8, 2023
10.2 Letter Agreement Amendment dated June 12, 2023 between the Company
and its resigning officers and directors
10.3 Joinder Agreement dated June 12, 2023
10.4 POA Agreement dated June 12, 2023
10.5 Warrant Exchange Agreement dated June 12, 2023
10.6 Indemnification Letter Agreement dated June 12, 2023
10.7 Indemnification Agreement in the form of the Indemnification
Agreement filed as Exhibit 10.4 to the Registration Statement on
Form S-1 on November 19, 2021
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HEALTHCARE AI ACQUISITION CORP. 
