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  4. [8-K] Healthcare AI Acquisition Corp. Reports Material Event

Healthcare AI Acquisition (HAIUF) adds $196,919 loan and extends notes to 2026

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Healthcare AI Acquisition Corp. entered into new and amended debt arrangements to fund its operations while it pursues a business combination. On May 6, 2026, the company issued a new unsecured promissory note to Leading Group Limited for $196,919.23, intended for extension payments and general working capital. The note bears no interest and must be repaid in cash upon the earlier of completing a business combination, termination of the merger agreement, liquidation of the company, or October 14, 2026.

On the same date, the company amended two existing unsecured promissory notes with principal balances of $30,502.20 and $711,619.15, extending their maturity so that each now becomes payable on the same set of triggers, including the new October 14, 2026 outside date. All other terms of the amended notes remain unchanged, and the notes include customary default provisions under New York law.

Positive

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Negative

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Insights

Non‑interest sponsor loans are extended to align with the SPAC’s merger timeline.

The company has added a new unsecured, non‑interest‑bearing loan of $196,919.23 and extended two prior notes totaling $742,121.35. All three now come due upon a business combination, merger termination, liquidation, or by October 14, 2026. This structure ties repayment to key SPAC milestones.

Because the notes bear no interest and are unsecured, they resemble typical sponsor support used to cover extension payments and working capital. The filing does increase contractual obligations, but only modestly and with repayment contingent on transaction outcomes, so the economic impact appears limited based on the disclosed figures.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
New promissory note principal $196,919.23 Unsecured, no-interest loan issued May 6, 2026
Existing note principal $30,502.20 Unsecured note dated May 28, 2025, maturity extended
Existing note principal $711,619.15 Unsecured note dated August 19, 2025, maturity extended
Outside maturity date October 14, 2026 Latest repayment date for all three notes
Interest rate on new note 0% New unsecured promissory note bears no interest
unsecured promissory note financial
"the Company issued an unsecured promissory note (the “Note”) to Leading Group Limited"
An unsecured promissory note is a written IOU in which a borrower promises to repay a loan plus any interest but does not pledge any asset as collateral. Investors care because it relies solely on the borrower’s ability to pay—like lending money to someone without holding their watch as security—so it usually carries higher interest and higher risk and ranks below secured debt if the borrower defaults, affecting expected recovery and company credit profile.
business combination financial
"payable in cash upon the earlier of (i) consummation of a business combination"
A business combination happens when two or more companies join together to operate as one, like two friends merging their teams into a single group. This is important because it can change how companies grow, compete, and make money, often making them bigger and more powerful in the market.
merger agreement financial
"upon the earlier of (i) consummation of a business combination, (ii) termination of the merger agreement"
A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.
liquidation of the Company financial
"upon the earlier of ... termination of the merger agreement, (iii) liquidation of the Company"
off-Balance Sheet Arrangement financial
"Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement"
An off-balance sheet arrangement is a financial commitment or asset that a company keeps out of its main financial statements so it does not show up as a direct asset or liability. Think of it like renting equipment or using a separate storage locker instead of putting the item in your home: the economic effects exist, but they aren’t listed on the company’s primary balance sheet. Investors care because these arrangements can hide risks, obligations or sources of cash flow that affect a company’s true financial strength and future performance.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What new financing did Healthcare AI Acquisition Corp. (HAIUF) obtain?
Healthcare AI Acquisition Corp. issued an unsecured promissory note for $196,919.23 to Leading Group Limited. The loan is intended for extension payments and general working capital, bears no interest, and is repayable in cash upon specified future events.

When must Healthcare AI Acquisition Corp. repay the new $196,919.23 note?
The note must be repaid in cash upon the earlier of consummation of a business combination, termination of the merger agreement, liquidation of the company, or October 14, 2026, whichever occurs first under the agreement’s terms.

Which existing notes did Healthcare AI Acquisition Corp. (HAIUF) amend?
The company amended two unsecured promissory notes originally dated May 28, 2025 for $30,502.20 and August 19, 2025 for $711,619.15. Only their maturity terms were changed; all other provisions remain in full force and effect.

How did the amendments change the maturity of Healthcare AI Acquisition’s notes?
Both amended notes now become payable upon the earliest of business combination completion, termination of the merger agreement, liquidation of the company, or October 14, 2026. This aligns their repayment triggers with the new note issued on May 6, 2026.

Do Healthcare AI Acquisition Corp.’s new and amended notes bear interest?
The filing states the new unsecured promissory note for $196,919.23 does not bear interest. It describes the amended notes as previously issued unsecured promissory notes whose terms, apart from extended maturity, remain unchanged, implying no additional interest provisions were introduced.

Who is the lender under Healthcare AI Acquisition Corp.’s new promissory note?
The lender is Leading Group Limited, a Cayman Islands exempted company with limited liability. Healthcare AI Acquisition Corp. issued the unsecured, no‑interest promissory note to Leading Group Limited on May 6, 2026, for extension payments and general working capital purposes.

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 8-K

 

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

May 6, 2026

Date of Report (Date of earliest event reported)

 

HEALTHCARE AI ACQUISITION CORP.

(Exact Name of Registrant as Specified in its Charter)

 

Cayman Islands

 

001-41145

 

98-1585450

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

418 Broadway #6434

Albany NY 12207

(Address of principal executive offices, including zip code)

 

(917) 446-0469

Registrant’s telephone number, including area code: 

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

Securities registered pursuant to Section 12(b) of the Act: None.

 

Securities registered pursuant to Section 12(g) of the Act:

 

Title of each class

 

Trading Symbol(s)

Units, each consisting of one Class A Ordinary Share and one-half of one Redeemable Warrant

 

HAIUF

 

 

 

Class A Ordinary Share, par value $0.0001 per share

 

HAIAF

 

 

 

Warrant, each whole warrant exercisable for one Class A Ordinary Share for $11.50 per share

 

HAIWF

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

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 13(a) of the Exchange Act. ☐

 

 

 

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

On May 6, 2026, Healthcare AI Acquisition Corp. (the “Company”) issued an unsecured promissory note (the “Note”) to Leading Group Limited, a Cayman Islands exempted company with limited liability (“Leading Group”), for a loan to the Company in the principal amount of $196,919.23 for extension payments and general working capital purposes. The Note does not bear interest and is payable in cash upon the earlier of (i) consummation of a business combination, (ii) termination of the merger agreement, (iii) liquidation of the Company, or (iv) October 14, 2026. In the event of a liquidation or a business combination, all amounts due under the Note shall be repaid in cash. The Note contains customary default provisions, remedies, and waivers, and is governed by the laws of New York with exclusive jurisdiction in New York courts.  

 

On May 6, 2026, the Company entered into an amendment (the “Amendment”) to two previously issued unsecured promissory notes, dated May 28, 2025 in the principal amount of $30,502.20 and August 19, 2025 in the principal amount of $711,619.15. The amendment extends the maturity date of both notes, providing that the principal balance of each note shall now be payable upon the earliest of (i) consummation of a business combination, (ii) termination of the merger agreement, (iii) liquidation of the Company, or (iv) October 14, 2026. Other than the extension of the maturity date, all terms and conditions of the notes remain unchanged and in full force and effect.

 

The foregoing description of the Note and the Amendment are qualified in its entirety by reference to the full text of the Note and the Amendment, copies of which are filed with this Current Report on Form 8-K as Exhibit 10.1 and Exhibit 10.2, respectively, and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(c) Exhibits:

 

Exhibit

 

Description

10.1

 

Promissory Note dated May 6, 2026

10.2

 

Amend to Promissory Notes dated May 6, 2026

104

 

Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

 

 

2

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

HEALTHCARE AI ACQUISITION CORP.

 

 

 

 

Date: May 12, 2026

By:

/s/ Jiande Chen

 

 

Name:

Jiande Chen

 

 

Title:

Chief Executive Officer

 

 

 

3

 

Source: View Original Filing on SEC EDGAR

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