Unless otherwise stated in this Annual Report on Form 10-K (this “Report”), or the context otherwise requires, references to:
|
|
• |
“amended and restated memorandum and article of association” are to the amended and restated memorandum and articles of association that the company adopted on the date of our initial public offering; |
|
|
• |
“Companies Act” are to the Companies Act (as amended) of the Cayman Islands as the same may be amended from time to time; |
|
|
• |
“founder shares” are to our Class B ordinary shares initially issued to our sponsor in a private placement prior to our initial public offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof (for the avoidance of doubt, such Class A ordinary shares will not be “public shares”); |
|
|
• |
“initial shareholders” are to the holders of our founder shares immediately prior to our initial public offering; |
|
|
• |
“management” or our “management team” are to our executive officers and directors; |
|
|
• |
“ordinary resolution” are to a resolution adopted by the affirmative vote of at least a majority of the votes cast by the holders of the issued shares present in person or represented by proxy at a general meeting of the company and entitled to vote on such matter or a resolution approved in writing by all of the holders of the issued shares entitled to vote on such matter; |
|
|
• |
“ordinary shares” are to our Class A ordinary shares and our Class B ordinary shares; |
|
|
• |
“private placement warrants” are to the warrants issued to our sponsor in a private placement simultaneously with the closing of our initial public offering and upon conversion of working capital loans, if any; |
|
|
• |
“public shares” are to our Class A ordinary shares sold as part of the units in our initial public offering (whether they were purchased in our initial public offering or thereafter in the open market); |
|
|
• |
“public shareholders” are to the holders of our public shares, including our sponsor and management team to the extent our sponsor and/or members of our management team purchase public shares, provided that our sponsor’s and each member of our management team’s status as a “public shareholder” will only exist with respect to such public shares; |
|
|
• |
“public warrants” are to the warrants sold as part of the units in our initial public offering (whether they were purchased in our initial public offering or are purchased thereafter in the open market); |
|
|
• |
“special resolution” are to a resolution adopted by the affirmative vote of at least a two-thirds (⅔) majority (or such higher threshold as specified in the company’s amended and restated memorandum and articles of association) of the votes cast by the holders of the issued shares present in person or represented by proxy at a general meeting of the company and entitled to vote on such matter or a resolution approved in writing by all of the holders of the issued shares entitled to vote on such matter; |
|
|
• |
“sponsor” are to Healthcare AI Acquisition, LLC, a Cayman Islands limited liability company; |
|
|
• |
“warrants” are to our public warrants and private warrants; and |
|
|
• |
“we,” “us,” “our,” “company” or “our company” are to Healthcare AI Acquisition Corp., a Cayman Islands exempted company. |
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND SUMMARY OF RISK FACTORS
Some of the statements contained in this Report may constitute “forward-looking statements” for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Report may include, for example, statements about:
|
|
• |
our being a company with no operating history and no revenue; |
|
|
• |
our ability to select an appropriate target business or businesses; |
|
|
• |
our ability to complete our initial business combination; |
|
|
• |
our expectations around the performance of a prospective target business or businesses; |
|
|
• |
our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; |
|
|
• |
our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination; |