S-1/A 1 cik1848861-s1a.htm S-1/A cik1848861-s1a.htm

 

As filed with the U.S. Securities and Exchange Commission on December 3, 2021 under the Securities Act of 1933, as amended.

No. 333-261193

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Healthcare AI Acquisition Corp.

(Exact name of registrant as specified in its charter)

 

 

Cayman Islands

6770

98-1585450

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification Number)

190 Elgin Avenue
George Town
Grand Cayman KY1-9008
Cayman Islands
(345) 815 8548

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

Donald J. Puglisi

Puglisi & Associates

850 Library Avenue #204

Newark, Delaware 19711

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

Copies:

 

Cedric Van den Borren

Kirkland & Ellis International LLP

30 St Mary Axe

London EC3A 8AF, United Kingdom

Tel: +44 20 7469 2380

Christian O. Nagler

Kirkland & Ellis LLP

601 Lexington Avenue

New York, New York 10022

Tel: (212) 446-4800

Paul D. Tropp

Ropes & Gray LLP

1211 Avenue of the Americas

New York, NY 10036-8704

Tel: (212)-596-9000

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”) check the following box:  

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

 

Large accelerated filer

 

Accelerated filer

 

 

 

 

 

 

 

Non-accelerated filer

 

Smaller reporting company

 

 

 

 

 

 

 

 

 

 

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 7(a)(2)(B) of the Securities Act.  

 

CALCULATION OF REGISTRATION FEE

 

Title of Each Class of

Security Being Registered

 

Amount

Being

Registered

 

 

Proposed

Maximum

Offering

Price per

Security(1)

 

Proposed

Maximum

Aggregate

Offering Price(1)

 

Amount of

Registration

Fee

Units, each consisting of one Class A ordinary share,

   $0.0001 par value, and one-half of one redeemable

   warrant to acquire one Class A ordinary share(2)

 

23,000,000

units

 

 

$10.00

 

$230,000,000.00

 

$21,321.00

Class A ordinary shares included as part of the units(3)

 

23,000,000

shares

 

 

 

 

(4)

Redeemable warrants to acquire one Class A ordinary

   share included as part of the units(3)

 

11,500,000

warrants

 

 

 

 

(4)

Total

 

 

 

 

 

 

$230,000,000.00

 

$21,321.00 (5)

 

(1)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities Act.

(2)

Includes 3,000,000 units, consisting of 3,000,000 Class A ordinary shares and 1,500,000 redeemable warrants, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any.

(3)

Pursuant to Rule 416(a) under the Securities Act, there are also being registered an indeterminable number of additional securities as may be offered or issued to prevent dilution resulting from share sub-divisions, share capitalizations, or similar transactions.

(4)

No fee pursuant to Rule 457(g) under the Securities Act.

(5)

Previously paid.

 

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

 

 

 


 

 

 

EXPLANATORY NOTE

 

Healthcare AI Acquisition Corp. is filing this Amendment No. 1 to its registration statement on Form S-1 (File No. 333-261193) (the “Registration Statement”) as an exhibits-only filing. Accordingly, this amendment consists only of the facing page, this explanatory note, Item 16(a) of Part II of the Registration Statement, the signature page to the Registration Statement and the filed exhibits. The remainder of the Registration Statement is unchanged and has therefore been omitted.

 

 

 


 

 

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16. Exhibits and Financial Statement Schedules.

 

(a)

The Exhibit Index preceding the signature page of this registration statement is incorporated herein by reference.

 

 

 

II-1


 

 

EXHIBIT INDEX

 

Exhibit No.

 

Description

 

  1.1

Form of Underwriting Agreement.**

  3.1

Memorandum and Articles of Association.**

  3.2

Form of Amended and Restated Memorandum and Articles of Association.**

  4.1

Specimen Unit Certificate.**

  4.2

Specimen Class A Ordinary Share Certificate.**

  4.3

Specimen Warrant Certificate.**

  4.4

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.**

  5.1

Opinion of Kirkland & Ellis LLP.*

  5.2

Opinion of Walkers Global, Cayman Islands Legal Counsel to the Registrant.*

10.1

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.**

10.2

Form of Registration and Shareholder Rights Agreement among the Registrant, the Sponsor and the Holders signatory thereto.**

10.3

Form of Private Placement Warrants Purchase Agreement between the Registrant and the Sponsor.**

10.4

Form of Indemnity Agreement.**

10.5

Form of Administrative Services Agreement between the Registrant and the Sponsor.**

10.6

Promissory Note, dated as of February 23, 2021, between the Registrant and the Sponsor.**

10.7

Securities Subscription Agreement, dated February 23, 2021, between the Registrant and the Sponsor.**

10.8

Form of Letter Agreement between the Registrant, the Sponsor and each director and executive officer of the Registrant.**

23.1

Consent of Marcum LLP.**

23.2

Consent of Kirkland & Ellis LLP (included on Exhibit 5.1).*

23.3

Consent of Walkers Global (included on Exhibit 5.2).*

24

Power of Attorney (included on signature page to the initial filing of this Registration Statement).**

99.1

Consent of Xavier Flinois.**

99.2

Consent of Robert Piconi.**

99.3

Consent of Greg Caswill.**

99.4

Consent of Elizabeth Weymouth.**

 

*Filed herewith.

**Previously filed.

 

 


 

 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of London, United Kingdom, on the 3rd day of December, 2021.

 

 

Healthcare AI Acquisition Corp.

 

 

 

 

 

By:

 

By: /s/ Simon Lyall-Cottle

 

Name:

 

Simon Lyall-Cottle

 

Title:

 

Chief Executive Officer and Chairman

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

 

 Name

 

 Position

 

 Date

 

 

 

 

 

/s/ Simon Lyall-Cottle

 

Chief Executive Officer and Chairman

 

December 3, 2021

Simon Lyall-Cottle

 

(Principal Executive Officer)

 

 

 

 

 

 

 

*

 

Chief Financial Officer and Director

 

December 3, 2021

Patrick Hargutt

 

(Principal Financial and Accounting Officer)

 

 

 

 

 

 

 

*

 

Director

 

December 3, 2021

James Brooks

 

 

 

 

 

*By:

 

/s/ Simon Lyall-Cottle

 

 

Simon Lyall-Cottle

 

 

Attorney-in-Fact

 

 


 

 

AUTHORIZED REPRESENTATIVE

Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, the undersigned has signed this registration statement, solely in its capacity as the duly authorized representative of Healthcare AI Acquisition Corp., in the City of Newark, Delaware, on the 3rd day of December, 2021.

 

 

 

 

 

 

By:

 

/s/ Donald Puglisi

 

Name:

 

Donald J. Puglisi

 

Title:

 

Authorized Representative