Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
Healthcare AI Acquisition Corp.
(Name of Issuer)
Class A Ordinary Shares
(Title of Class of Securities)
G4373K109
(CUSIP Number)
December 31, 2021
(Date of Event Which Requires Filing of this Statement)
Check the Appropriate Box to Designate the Rule Pursuant to Which this Schedule Is Filed:
☐ | Rule 13d1(b) |
☐ | Rule 13d-1(c) |
☒ | Rule 13d1(d) |
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
1. |
Names of Reporting Persons
Healthcare AI Acquisition, LLC | |||||
2. | Check The Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐
| |||||
3. | SEC Use Only
| |||||
4. | Citizenship or Place of Organization
Cayman Islands |
Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
16,415,560(1) | ||||
6. | Shared Voting Power
0 | |||||
7. | Sole Dispositive Power
16,415,560(1) | |||||
8. | Shared Dispositive Power
0 |
9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
16,415,560(1) | |||||
10. | Check Box if the Aggregate Am ount in Row (9) Excludes Certain Shares
☐ | |||||
11. | Percent of Class Represented By Amount in Row (9)
43.22%(2) | |||||
12. | Type of Reporting Person (See Instructions)
PN |
(1) | Represents 16,415,560 Class A ordinary shares acquirable in respect of (i) 5,290,600 Class B ordinary shares, par value $0.0001 per share (Class B Shares), convertible one-for-one into the Issuers Class A ordinary shares at the time of the Issuers initial business combination or earlier at the option of the holder and (ii) 11,124,960 private placement warrants to acquire Class A ordinary shares upon payment of $11.50 per share (Private Placement Warrants), commencing 30 days after completion of the Issuers initial business combination. |
(2) | Calculated based on (i) 21,562,401 Class A shares, outstanding as of December 15, 2021 as disclosed in the Issuers 8-K, filed on December 15, 2021 and (ii) 16,415,560 Class A ordinary shares issuable in connection with the conversion or exercise of the 5,290,600 Class B Shares and the 11,124,960 Private Placement Warrants beneficially owned by the reporting person. |
Item 1(a). | Name of Issuer |
Healthcare AI Acquisition Corp. (the Issuer)
Item 1(b). | Address of the Issuers Principal Executive Offices |
190 Elgin Avenue
George Town, Cayman Islands KY1-9008
Item 2(a). | Names of Persons Filing |
This statement is filed by Healthcare AI Acquisition, LLC, referred to herein as the Reporting Person:
Item 2(b). | Address of the Principal Business Office, or if none, Residence: |
190 Elgin Avenue
George Town, Cayman Islands KY1-9008
Item 2(c). | Citizenship |
See response to Item 4 on the cover page.
Item 2(d). | Title of Class of Securities |
Class A Ordinary Shares
Item 2(e). | CUSIP Number |
G4373K109
Item 3. | If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a(n): |
Not Applicable.
Item 4. | Ownership |
(a) | Amount beneficially owned: |
See response to Item 9 on the cover page.
(b) | Percent of Class: |
See response to Item 11 on the cover page.
(c) | Number of shares as to which the Reporting Person has: |
(i) | Sole power to vote or to direct the vote: |
See response to Item 5 on the cover page.
(ii) | Shared power to vote or to direct the vote: |
See response to Item 6 on the cover page.
(iii) | Sole power to dispose or to direct the disposition of: |
See response to Item 7 on the cover page.
(iv) | Shared power to dispose or to direct the disposition of: |
See response to Item 8 on the cover page.
The reported securities are held directly by Healthcare AI Acquisition, LLC (the Sponsor). The Sponsor is governed by a four-member board of managers composed of Simon Cottle, Patrick Hargutt, Roger Priaulx and Dawn Howe. Each manager has one vote, and the approval of a majority of the managers is required to approve an action of the Sponsor. As such, each manager disclaims beneficial ownership of the reported securities. The filing of this Statement shall not be construed as an admission that the Reporting Person or any of the managers is, for the purpose of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of any securities covered by this Statement.
Item 5. | Ownership of Five Percent or Less of a Class |
Not Applicable.
Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
Not Applicable.
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company |
Not Applicable.
Item 8. | Identification and Classification of Members of the Group |
Not Applicable.
Item 9. | Notice of Dissolution of Group |
Not Applicable.
Item 10. | Certification |
Not Applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 11, 2022
Healthcare AI Acquisition, LLC | ||
By: |
Patrick Hargutt |
|
Name: Patrick Hargutt | |
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Title: Member |