Form 12b-25: HAIAU cites difficulty obtaining financial data, will file soon

Rhea-AI Filing Summary

Healthcare AI Acquisition Corp. submitted a Form 12b-25 notifying the SEC that it cannot timely file its Quarterly Report (NT 10-Q) for the period ended June 30, 2025 because it has had difficulty completing and obtaining required financial and other information without unreasonable effort and expense. The registrant checked Rule 12b-25(b) indicating it expects to file the subject report within the short extension period allowed under the rule.

The company states that all other periodic reports required over the past 12 months have been filed and that it does not anticipate a significant change in results of operations compared with the corresponding prior-year period. The filing lists Xiaocheng Peng, CFO as the contact with a provided telephone number.

Positive

• Registrant expects to file within the Rule 12b-25 extension, as indicated by the checked box for timely submission within the permitted short period
• All other periodic reports in the prior 12 months were filed, indicating recent compliance with reporting obligations
• Registrant does not anticipate a significant change in results compared with the corresponding prior-year period, per the form

Negative

• Failure to timely file the NT 10-Q for the period ended June 30, 2025, signals delays in completing required financial information
• Statement that required information could not be obtained without unreasonable effort or expense suggests potential internal-control, data aggregation, or third-party reporting issues that may affect certainty of reported results

Insights

Securities Analyst

TL;DR Late 10-Q filing raises operational and reporting concerns but short extension and timely other filings partially mitigate investor uncertainty.

The registrant used Form 12b-25 to report inability to timely file its quarterly report for the period ended June 30, 2025, citing difficulty obtaining required financial information and checked the provision that it expects to file within the permitted extension. From a securities perspective, a late NT 10-Q is a governance and disclosure control flag that can increase investor uncertainty and trading volatility until the report is filed. The company’s statement that all other periodic reports were timely filed and that no significant change in results is anticipated reduces but does not eliminate concern; investors will look for the eventual 10-Q to confirm completeness of controls and accounting judgments.

Corporate Governance Expert

TL;DR The notification suggests process or data-aggregation issues; documentation of remediation and prompt filing are important to restore confidence.

Form 12b-25 disclosures typically reflect internal-control, data-collection, or third-party information delays. The registrant’s indication that it cannot complete the report without unreasonable effort and expense points to material operational friction in closing processes. The affirmative that other periodic reports were filed and the expectation to file within the extension window are positive governance signals, but stakeholders will assess the filed 10-Q for any control deficiencies, scope limitations, or subsequent restatements.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

	NOTIFICATION OF LATE FILING	SEC FILE NUMBER
		001- 41145
		G4373K109
		CUSIP NUMBER

(Check one):		☐    Form 10-K ☐  Form 20-F ☐  Form 11-K ☒   Form 10-Q ☐   Form 10-D ☐  Form N-CEN ☐  Form N-CSR
		For Period Ended:	June 30, 2025
		☐    Transition Report on Form 10-K
		☐    Transition Report on Form 20-F
		☐    Transition Report on Form 11-K
		☐    Transition Report on Form 10-Q
		For the Transition Period Ended:

Read Instruction (on back page) Before Preparing Form. Please Print or Type. 

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I — REGISTRANT INFORMATION 

Healthcare AI Acquisition Corp.

Full Name of Registrant

Former Name if Applicable

8 The Green, Ste 15614

(Address of Principal Executive Office (Street and Number)

Dover DE 19901 19810

City, State and Zip Code

PART II — RULES 12b-25(b) AND (c) 

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

☒		(a)	The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
☒		(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN, or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report of transition report on Form 10-Q, or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed date; and
☐		(c)	The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE 

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report portion thereof, could not be filed within the prescribed time period.

The Company has determined that it is unable to file its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2025 (the “Quarterly Report”) by the prescribed due date due to its difficulty in completing and obtaining required financial and other information without unreasonable effort and expense.

PART IV — OTHER INFORMATION 

(1) Name and telephone number of person to contact in regard to this notification

Xiaocheng Peng				(917)		446-0469
(Name)				(Area Code)		(Telephone Number)

(2)	Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).
	Yes ☒     No ☐
(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
	Yes  ☐    No ☒
	If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

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Healthcare AI Acquisition Corp.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 13, 2025	By:	/s/ Xiaocheng Peng
		Name: Xiaocheng Peng (Title) CFO

INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.

ATTENTION 

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001)

GENERAL INSTRUCTIONS

1.	This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General Rules and Regulations under the Securities Exchange Act of 1934.
2.	One signed original and four conformed copies of this form and amendments thereto must be completed and filed with the Securities and Exchange Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the General Rules and Regulations under the Act. The information contained in or filed with the form will be made a matter of public record in the Commission files.
3.	A manually signed copy of the form and amendments thereto shall be filed with each national securities exchange on which any class of securities of the registrant is registered.
4.	Amendments to the notifications must also be filed on Form 12b-25 but need not restate information that has been correctly furnished. The form shall be clearly identified as an amended notification.

3

FAQ

What did Healthcare AI Acquisition Corp. (HAIAU) file with the SEC?

The company filed a Form 12b-25 notifying the SEC it cannot timely file its quarterly report (NT 10-Q) for the period ended June 30, 2025.

Why did HAIAU say it could not file the NT 10-Q on time?

The company stated it had difficulty completing and obtaining required financial and other information without unreasonable effort and expense.

Will HAIAU still file the delayed quarterly report?

Yes. The registrant checked the box under Rule 12b-25(b) indicating it expects to file within the short extension period allowed by the rule.

Has HAIAU filed other required periodic reports recently?

According to the Form 12b-25, all other periodic reports required in the past 12 months have been filed.

Does HAIAU expect a material change in results for the quarter?

No. The company answered 'No' when asked if a significant change in results from the corresponding prior-year period is anticipated.

Who can investors contact for more information?

The Form lists Xiaocheng Peng, CFO, as the contact and provides a telephone number for inquiries.