Healthcare AI Acquisition Corp. appointed Zikang Wu as new CEO

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers, Compensatory Arrangements of Certain Officers. 


Resignation of Officers and Directors 


On June 12, 2023, effective immediately, the following officers and directors submitted the resignation of their respective offices: Simon Cottle, as director and Chief Executive Officer, Patrick Hargutt, as director and Chief Financial Officer, and each of James Brooks, Greg Caswill, Robert Piconi, Xavier Flinois and Elizabeth Weymouth as directors of the Company. Each officer and director informed the Company that he or she was resigning from his or her role, to pursue other opportunities. There were no disagreements between the Company and any officer or director on any matter related to the Company's operations, policies or practices.


Appointment of Officers and Directors


On June 12, 2023, the holders of the Founder Shares appointed Zikang Wu as a non-independent director of the Company. Additionally, on June 12, 2023, Zikang Wu as the sole director of the Company, appointed Zikang Wu as Chief Executive Officer, effective June 12, 2023. 


On June 12, 2023, Zikang Wu as the sole director of the Company appointed Weiyi Zheng, Hao Tian, Yuerong Tang and Zixun Jin as directors to join the Board of Directors of the Company (the "Board"). Each of Hao Tian, Yuerong Tang and Zixun Jin have been determined by Zikang Wu as the sole director of the Company to be an independent director under the listing rules of Nasdaq, and will serve on the audit, compensation and nominating committees. Mr. Tian will act as the "financial expert" and serve as chairman of the audit committee and will also serve as chairman of the compensation committee.


In connection with the appointment, the Company and Zikang Wu, Weiyi Zheng, Hao Tian, Yuerong Tang and Zixun Jin will enter into an indemnity agreement, the form of which was filed with the SEC on November 19, 2021 as Exhibit 10.4 to the Company's registration statement on Form S-1. There are no arrangements or understandings pursuant to which each of Weiyi Zheng, Hao Tian, Yuerong Tang and Zixun Jin were selected as a director. None of Weiyi Zheng, Hao Tian, Yuerong Tang and Zixun Jin have a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. 


Zikang Wu will serve as our Chief Executive Officer and a director on our Board. Mr. Wu is the President of Atticus Ale, LLC, the Purchaser in the Sponsor Takeover. He is the founder and has been president of First Cover, Inc., a New York-based risk, compliance, and corporate services provider since April 2021. Additionally, Mr. Wu is the Chief Executive Officer of Tigerless Health, Inc., a leading US direct-to-consumer Insurtech company that he founded in September 2018. Being experienced in strategic planning, operations, and risk management, he assists corporate clients and individual customers in navigating complex insurance policies and cross-border transactions. Mr. Wu holds a Bachelor's degree in accounting and finance from Lehigh University and is certified as an insurance agent and broker by the New York State Department of Financial Services (NYDFS). The Company believes that Zikang Wu is well qualified to serve on its board of directors due to his extensive experience in strategic planning, operations and risk management.


Weiyi Zheng will serve as a director on our Board. Weiyi Zheng is the Senior Vice President of First Cover, Inc., a New York-based risk, compliance, and corporate services provider. Since 2019, Ms. Zheng has served as the Chief Marketing Officer at Tigerless Health, Inc., a leading US direct-to-consumer Insurtech company, where she establishes cooperative relationships and leads national marketing campaigns across all media types. Ms. Zheng holds a Master's degree in Strategic Communication from Columbia University and a Bachelor's degree from the University of California, Davis. The Company believes that Weiyi Zheng is well qualified to serve on its board of directors due to her extensive network and years of marketing experience.


Hao Tian will serve as an independent director on our Board. Hao Tian is a risk manager at Amazon.com, Inc. ("Amazon") and brings professional experience in due diligence investigation, anti-money laundering, and sanctions compliance. Before joining Amazon in 2021, Mr. Tian was a lead associate at Kroll, LLC (formerly Duff & Phelps), a premier investigation and financial risk advisory firm headquartered in New York, based in its Toronto and Reston offices. He started his career with the corporate security division at the World Bank Group based in Washington D.C. Mr. Tian holds a Master's degree from Georgetown University's School of Foreign Service and a Bachelor's degree in international relations and French studies from Lehigh University. The Company believes that Hao Tian is well qualified to serve on its board of directors due to his extensive experience in financial risk and compliance matters.


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Yuerong Tang will serve as an independent director on our Board. Yuerong Tang has been the Operation & Product Manager at Class Over Inc. since 2021, a tech education company in New York. Ms. Tang is also the Product Manager at Fortune Cookie Technologies Inc., a leading fintech company in Silicon Valley. Previously Ms. Tang served as an Economic Consultant at Ju Xing Enterprise Management Consulting Co., Ltd., where she analyzed business operations and providing economic insights. She was a business analyst at Tsingta, a comprehensive cultural and creative industry service provider. Ms. Tang holds a Bachelor's degree in Economics from Fordham University and a Master's degree in Technology Management from New York University. The Company believes that Yuerong Tang is well qualified to serve on its board of directors due to her diverse cultural and consulting experience.


Zixun Jin will serve as an independent director on our Board. Zixun Jin is experienced in operations management and data analysis. He has held the role of Operation Manager at European Dismantler Inc. since 2013, where his role is overseeing operations and implementing effective processes. Prior to his tenure at European Dismantler Inc., Mr. Jin worked as a Data Mining Analyst at Lehigh University, utilizing analytical skills to extract insights from complex datasets. His ability to uncover meaningful patterns and trends within the data contributed to improved decision-making and strategic planning. Mr. Jin holds a Master's degree in Industrial and System Engineering from Lehigh University, as well as a Bachelor's degree in Mechanical Engineering from Hefei University of Technology.. The Company believes that Zixun Jin is well qualified to serve on its board of directors due to his extensive experience in operations management and data analysis.


Committee Appointments


The Company already has an audit committee, compensation committee, and nominating and corporate governance committee. Each of these committees were comprised entirely of independent directors and acts under written charters, which more specifically sets forth their responsibilities and duties, as well as requirements for each committee's composition and meetings. The charter of each of the committees, is available on the SEC's website at sec.gov.


As a result of recent departures from the board, each of the audit committee, compensation committee, and nominating and corporate governance committee will consist of the following new board members:


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Audit Committee: Hao Tian as Chairman; Hao Tian, Yuerong Tang and Zixun Jin as members.


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Compensation Committee: Hao Tian as Chairman; Hao Tian, Yuerong Tang and Zixun Jin as members.


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Nominating and Corporate Governance Committee: Hao Tian, Yuerong Tang and Zixun Jin as members.