SEC Comment Letter 0000000000-24-012145 to Healthcare AI Acquisition Corp. (HAIA, HAIAU, HAIAW) (CIK 0001848861) (HAIAF)
Healthcare AI Acquisition Corp. (HAIA, HAIAU, HAIAW) (CIK 0001848861)
Date: Oct. 31, 2024 · CIK: 0001848861 · Accession: 0000000000-24-012145
AI Filing Summary & Sentiment
File numbers found in text: 001-41145
Letter
October 31, 2024 Jiande Chen Chief Executive Officer Healthcare AI Acquisition Corp. 418 Broadway #6434 Albany, NY 12207 Re:Healthcare AI Acquisition Corp. Preliminary Proxy Statement on Schedule 14A Filed October 18, 2024 File No. 001-41145 Dear Jiande Chen: We have reviewed your filing and have the following comment. Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Preliminary Proxy Statement on Schedule 14A filed October 18, 2024 Risk Factors We are required by the Nasdaq Listing Rules to consummate a business combination within 36 months...., page 31 We note that you are seeking to extend your termination date to May 14, 2025, a date which is 42 months from your initial public offering. We also note that you are currently listed on Nasdaq and that Nasdaq Rule 5815 was amended effective October 7, 2024 to provide for the immediate suspension and delisting upon issuance of a delisting determination letter for failure to meet the requirement in Nasdaq Rule IM 5101-2(b) to complete one or more business combinations within 36 months of the date of effectiveness of its IPO registration statement. Please revise to state that your securities will face immediate suspension and delisting action once you receive a delisting determination letter from Nasdaq after the 36-month window ends on December 14, 2024. Please disclose the risks of non-compliance with this rule, including that under the new framework, Nasdaq may only reverse the determination if it finds it made a factual error applying the applicable rule. In addition to the consequences already disclosed, please also disclose the other consequences of any 1.
October 31, 2024 Page 2 such suspension or delisting, including that your stock may be determined to be a penny stock and the consequences of that designation, that you may no longer be attractive as a merger partner if you are no longer listed on an exchange, any potential impact on your ability to complete an initial business combination, any impact on securities holders due to your securities no longer being considered “covered securities,” and any other consequences related to the merger with your current proposed target. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Ronald (Ron) E. Alper at 202-551-3329 or Pam Howell at 202-551- 3357 with any other questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc:Julia Aryeh
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October 31, 2024
Jiande Chen
Chief Executive Officer
Healthcare AI Acquisition Corp.
418 Broadway #6434
Albany, NY 12207
Re:Healthcare AI Acquisition Corp.
Preliminary Proxy Statement on Schedule 14A
Filed October 18, 2024
File No. 001-41145
Dear Jiande Chen:
We have reviewed your filing and have the following comment.
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A filed October 18, 2024
Risk Factors
We are required by the Nasdaq Listing Rules to consummate a business combination within
36 months...., page 31
We note that you are seeking to extend your termination date to May 14, 2025, a date
which is 42 months from your initial public offering. We also note that you are
currently listed on Nasdaq and that Nasdaq Rule 5815 was amended effective October
7, 2024 to provide for the immediate suspension and delisting upon issuance of a
delisting determination letter for failure to meet the requirement in Nasdaq Rule IM
5101-2(b) to complete one or more business combinations within 36 months of the
date of effectiveness of its IPO registration statement. Please revise to state that your
securities will face immediate suspension and delisting action once you receive a
delisting determination letter from Nasdaq after the 36-month window ends on
December 14, 2024. Please disclose the risks of non-compliance with this rule,
including that under the new framework, Nasdaq may only reverse the determination
if it finds it made a factual error applying the applicable rule. In addition to the
consequences already disclosed, please also disclose the other consequences of any 1.
October 31, 2024
Page 2
such suspension or delisting, including that your stock may be determined to be a
penny stock and the consequences of that designation, that you may no longer be
attractive as a merger partner if you are no longer listed on an exchange, any potential
impact on your ability to complete an initial business combination, any impact on
securities holders due to your securities no longer being considered “covered
securities,” and any other consequences related to the merger with your current
proposed target.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
Please contact Ronald (Ron) E. Alper at 202-551-3329 or Pam Howell at 202-551-
3357 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Julia Aryeh