HAIAF Seeks Extension to Avoid Liquidation, Pursue China AI Deal

TL;DR

**HAIAF is on life support; vote for the extension or kiss your SPAC dreams goodbye, but don't expect a Nasdaq comeback.**

AI Summary

Healthcare AI Acquisition Corp. (HAIAF) is seeking shareholder approval to extend its deadline to complete a business combination from October 14, 2025, to March 14, 2026. This extension, if approved, requires the sponsor, Atticus Ale LLC, to contribute $0.10 per non-redeemed Class A ordinary share monthly into the trust account. The company has identified Leading Group Limited, a China-based insurance channel specialist, as its target for a proposed business combination, valued at $430,000,000. HAIAF's Class A shares were delisted from Nasdaq on December 17, 2024, due to non-compliance with IM-5101-2, and now trade on OTC. The trust account held approximately $1,910,690.19 as of September 17, 2025, with a redemption price of approximately $12.53 per public share, while the market price was $11.72. Significant redemptions have occurred previously, including 19,824,274 shares for $208,992,255 following the Sponsor Handover on June 12, 2023, and 246,676 shares for approximately $2,948,990.21 on April 30, 2025.

Why It Matters

This DEF 14A filing is critical for HAIAF investors as it directly impacts the company's ability to complete its proposed $430,000,000 business combination with Leading Group Limited. Failure to approve the extension proposal would force HAIAF to liquidate, resulting in shareholders receiving approximately $12.53 per share, which is higher than the current OTC market price of $11.72. For employees and customers of Leading Group, the merger's success could mean expanded resources and market reach. In the broader SPAC market, this highlights the ongoing challenges and delistings faced by SPACs struggling to meet business combination deadlines, especially those targeting international entities like Leading Group in China.

Risk Assessment

Risk Level: high — The risk level is high due to HAIAF's delisting from Nasdaq on December 17, 2024, for failing to complete a business combination within 36 months of its IPO. The company also faces significant redemption risk, with only approximately $1,910,690.19 remaining in the trust account as of September 17, 2025, after multiple large redemptions, including $208,992,255 on June 12, 2023. If the Extension Proposal fails, HAIAF will liquidate, and the proposed business combination with Leading Group Limited will not proceed.

Analyst Insight

Investors should carefully consider voting for the Extension Proposal to give HAIAF a chance to complete its business combination with Leading Group Limited. However, be aware of the high risk of further redemptions and the company's delisted status. If the extension passes, monitor the progress of the proposed business combination closely, but be prepared for potential liquidation if the deal falls through.

Key Numbers

• $0.10 — Monthly contribution per non-redeemed Class A share (Required for each monthly extension by Atticus Ale LLC)
• $1,910,690.19 — Amount in Trust Account (As of September 17, 2025)
• $12.53 — Redemption price per Public Share (As of September 17, 2025, higher than market price)
• $11.72 — Closing price of Public Shares on OTC (As of September 17, 2025, lower than redemption price)
• $430,000,000 — Aggregate Merger Consideration (Valuation of the proposed business combination with Leading Group Limited)
• October 14, 2025 — Current Termination Date (Deadline for business combination without extension)
• March 14, 2026 — Extended Date (New deadline if Extension Proposal is approved)
• 19,824,274 — Shares redeemed (Following Sponsor Handover on June 12, 2023)
• $208,992,255 — Amount removed from Trust Account (Due to redemptions following Sponsor Handover on June 12, 2023)
• December 17, 2024 — Delisting Date from Nasdaq (Due to non-compliance with IM-5101-2)

Key Players & Entities

• Healthcare AI Acquisition Corp. (company) — Registrant seeking extension
• Atticus Ale LLC (company) — Sponsor contributing $0.10 per share for extension
• Leading Group Limited (company) — Target for proposed business combination
• Nasdaq Stock Market LLC (regulator) — Delisted HAIAF securities
• Bush & Associates CPA LLC (company) — Proposed independent registered public accounting firm
• Loeb & Loeb LLP (company) — Location of Annual General Meeting
• Citigroup Global Markets Inc. (company) — Underwriter who waived deferred discount
• Jefferies LLC (company) — Underwriter who waived deferred discount
• HAIA Acquisition, LLC (company) — Initial Sponsor who transferred Founder Shares
• Leading Partners Limited (company) — Holdco in the business combination agreement

FAQ

Risk Factors

• Trust Account Depletion and Liquidation Risk [high — financial]: The company's trust account held approximately $1,910,690.19 as of September 17, 2025. Significant redemptions have occurred, including $208,992,255 following the Sponsor Handover on June 12, 2023. If the Extension Proposal is not approved, the company will be forced to liquidate and redeem all outstanding public shares, resulting in a loss for remaining shareholders.
• Delisting and OTC Trading [medium — market]: HAIA's Class A shares were delisted from Nasdaq on December 17, 2024, due to non-compliance with IM-5101-2. The shares now trade on the OTC market. The closing price on OTC on September 17, 2025, was $11.72, which is lower than the redemption price of $12.53, indicating potential liquidity issues and a discount for shareholders.
• Sponsor Contribution Dependency [medium — financial]: The proposed extension requires the sponsor, Atticus Ale LLC, to contribute $0.10 per non-redeemed Class A ordinary share monthly into the trust account. This contribution is crucial for extending the deadline to March 14, 2026, and is structured as a loan that is repayable upon a business combination. Without this contribution, the company cannot extend its deadline.
• Business Combination Uncertainty [medium — operational]: The company has identified Leading Group Limited as a target for a $430,000,000 business combination. However, the success of this combination is not guaranteed, and the company is seeking extensions to facilitate its completion. Failure to complete the combination by the extended deadline will lead to liquidation.
• Nasdaq Listing Compliance [low — regulatory]: The delisting from Nasdaq on December 17, 2024, due to non-compliance with IM-5101-2, highlights potential ongoing challenges in meeting exchange listing requirements. While now on OTC, future compliance with any exchange or regulatory standards remains a concern.

Industry Context

Healthcare AI is a rapidly evolving sector, with significant investment in technologies that improve diagnostics, drug discovery, and patient care. However, SPACs in this space face intense competition for viable targets and often struggle with the complex regulatory landscape and the need for specialized expertise. The success of a healthcare AI SPAC is heavily dependent on the quality of the target company and the management team's ability to navigate both technological and market challenges.

Regulatory Implications

The delisting from Nasdaq due to non-compliance with IM-5101-2 indicates potential challenges in meeting stringent exchange listing requirements. While trading on OTC, the company must still adhere to SEC regulations. The nature of the target company (Leading Group Limited, a China-based insurance specialist) may also introduce cross-border regulatory considerations and compliance complexities.

What Investors Should Do

1. Review the Extension Proposal carefully.
2. Evaluate the proposed business combination with Leading Group Limited.
3. Consider the redemption option.
4. Monitor the trust account balance and sponsor contributions.
5. Be aware of the delisting from Nasdaq.

Key Dates

• 2025-10-06: Annual General Meeting — Shareholders will vote on the Extension Proposal, Ratification of Auditors Proposal, and Adjournment Proposal.
• 2025-10-14: Current Termination Date — Deadline for HAIA to complete a business combination without an extension.
• 2026-03-14: Extended Date — New deadline to complete a business combination if the Extension Proposal is approved.
• 2024-12-17: Delisting Date from Nasdaq — Company's Class A shares were removed from Nasdaq due to non-compliance with listing rules.
• 2023-06-12: Sponsor Handover — Led to significant redemptions of 19,824,274 shares, removing $208,992,255 from the trust account.
• 2025-09-17: Trust Account and Share Price Data — Provided snapshot of trust account balance ($1,910,690.19), redemption price ($12.53), and OTC market price ($11.72).

Glossary

DEF 14A

A filing with the SEC that provides detailed information to shareholders when they are asked to vote on important matters, such as mergers or extensions. (This document is the DEF 14A filing for Healthcare AI Acquisition Corp., outlining the proposals for shareholder vote.)

Trust Account

A segregated account holding funds raised from an IPO, typically used by special purpose acquisition companies (SPACs) to fund a business combination or return to shareholders upon liquidation. (The balance and use of the trust account are critical for HAIA's operations, potential business combination, and shareholder redemptions.)

Class A ordinary shares

The common stock of the company that was offered to the public in its initial public offering (IPO). (These are the shares held by public investors, which are subject to redemption and the proposed extension terms.)

Sponsor

An entity that typically invests in a SPAC before or during its IPO, often receiving founder shares and warrants in exchange for their capital and expertise. (Atticus Ale LLC is the sponsor of HAIA and is making monthly contributions to fund the extension.)

Business Combination

The acquisition or merger of a SPAC with a target company, which is the primary purpose of a SPAC's existence. (HAIA is seeking to complete a business combination with Leading Group Limited, and the extension is to allow more time for this.)

Redemption

The right of public shareholders to sell their shares back to the SPAC for a pro rata share of the funds in the trust account, usually in connection with a business combination vote or the SPAC's liquidation. (Shareholders have the right to redeem their shares, which impacts the amount of funds remaining in the trust account.)

Extension Proposal

A proposal by a SPAC's management to extend the deadline for completing a business combination, often requiring additional funding from the sponsor. (This is the primary proposal shareholders are being asked to approve to give HAIA more time to find and complete a business combination.)

OTC Markets

A network of global financial markets that allows investors to trade securities not listed on major exchanges like Nasdaq or the NYSE. (HAIA's shares are currently trading on the OTC market after being delisted from Nasdaq.)

Year-Over-Year Comparison

This DEF 14A filing focuses on seeking shareholder approval for an extension of the business combination deadline from October 14, 2025, to March 14, 2026. Unlike previous filings that might have detailed progress on a business combination or financial performance, this document's primary concern is the operational runway and the financial commitment required from the sponsor ($0.10 per share monthly) to achieve this extension. The key financial highlight is the trust account balance of $1,910,690.19 as of September 17, 2025, which is significantly lower than the initial IPO proceeds due to substantial redemptions, such as the $208,992,255 removed after the June 12, 2023, Sponsor Handover.

Key Financial Figures

• $0.10 — , by depositing into the trust account $0.10 per non-redeemed Class A ordinary share
• $0.0001 — res (the " Class A Shares "), par value $0.0001 per share issued as part of the units s
• $12.53 — rice per Public Share was approximately $12.53 (which is expected to be the same appro
• $1,910,690.19 — t in the Trust Account of approximately $1,910,690.19 as of September 17, 2025 (including int
• $11.72 — ket (" OTC ") on September 17, 2025 was $11.72. HAIA cannot assure shareholders that t
• $50,000 — on a month-to-month basis by depositing $50,000 into HAIA's trust account for each one-
• $10.54 — ere redeemed by public shareholders for $10.54 per share. As a result, $208,992,255 wa
• $208,992,255 — ders for $10.54 per share. As a result, $208,992,255 was removed from HAIA's trust account t
• $12,302,385 — redemption. As a result, approximately $12,302,385 (approximately $10.73 per share) was re
• $10.73 — pproximately $12,302,385 (approximately $10.73 per share) was removed from HAIA's Trus
• $0.03 — on a month-to-month basis by depositing $0.03 per unredeemed share into the Trust Acc
• $2,235,721.75 — redemption. As a result, approximately $2,235,721.75 (approximately $11.60 per share) was re
• $11.60 — roximately $2,235,721.75 (approximately $11.60 per share) was removed from HAIA's Trus
• $2,948,990.21 — redemption. As a result, approximately $2,948,990.21 (approximately $11.95 per share) was re
• $11.95 — roximately $2,948,990.21 (approximately $11.95 per share) was removed from the Company

Filing Documents

• haia_def14a.htm (DEF 14A) — 425KB
• 0001477932-25-006847.txt ( ) — 426KB

From the Filing

DEF 14A 1 haia_def14a.htm DEF 14A haia_def14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________________ SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 _________________________ Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: 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 HEALTHCARE AI ACQUISITION CORP. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): 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 LETTER TO SHAREHOLDERS OF HEALTHCARE AI ACQUISITION CORP. 418 Broadway #6434 Albany NY 12207 Dear Healthcare AI Acquisition Corp. Shareholder: You are cordially invited to attend an annual general meeting of Healthcare AI Acquisition Corp., a Cayman Islands exempted company (the "Company ," " HAIA, " " we ," " us " or " our "), which will be held on Monday, October 6, 2025 at 9:00 a.m., New York Time (the " Annual General Meeting "). The Annual General Meeting will be held in person 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 https://www.cleartrustonline.com/haia. (877) 853-5257 (US Toll Free) (888) 475-4499 (US Toll Free) +86 10 8783 3177 China (400) 182 3168 China Toll-free International numbers available: https://loeb.zoom.us/j/93839662032?from=addon Conference ID: 938 3966 2032 The attached Notice of the Annual General Meeting and proxy statement describe the business HAIA will conduct at the Annual General Meeting and provide information about HAIA that you should consider when you vote your shares. As set forth in the attached proxy statement, the Annual General Meeting will be held for the purpose of considering and voting on the following proposals: 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 October 14, 2025 until March 14, 2026, on a month-to-month basis (each month so extended, the " Extended Date") , by depositing into the trust account $0.10 per non-redeemed Class A ordinary share for each monthly extension . This proposal is referred to as the " Extension Proposal "; Proposal No. 2 - The Ratification of Auditors Proposal — To approve, 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, 2025 (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 "). The Adjournment Proposal will only be presented at the Annual General Meeting if there are not sufficient tabulated votes to approve the Extension Proposal and the Ratification of Auditors Proposal, or where the board of directors of the Company determine that it is otherwise necessary. The Adjournment Proposal may be presented as the first proposal at the Annual General Meeting. 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. Our sponsor, Atticus Ale LLC (" Sponsor ") has indicated that if the Extension Proposal is approved, the Sponsor will contribute $0.10 per non-redeemed Class A ordinary share per month to extend the time to complete the Proposed Business Combination until March 14, 2026 on a month-to-month basis, each such payment as a loan to the Company (e

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