Our officers, directors and director nominees are as follows: Name Age Position Simon Cottle 45 Chief Executive Officer and Chairman Patrick Hargutt 35 Chief Financial Officer and Director James Brooks 43 Director Greg Caswill 69 Director Nominee Xavier Flinois 58 Director Nominee Robert Piconi 50 Director Nominee Elizabeth Weymouth 53 Director Nominee Simon Cottle Simon Cottle serves as the chairman and chief executive officer of Healthcare AI Acquisition Corp. Mr. Cottle is a founding partner at Stanley Capital and a board member of Noden Pharma. He has led eight private equity investments, with an attributable track record of 3.2x MOIC / 40% IRR. Mr. Cottle originated and co-led his first independent pharmaceutical buyout deal, Essential Pharma, in December 2019 in a partnership with Gyrus Capital and his second one with the current Stanley team, Noden Pharma, in September 2020. Previously, Mr. Cottle was a managing director at Ardian where he led the UK large cap buyout team and was a member of the firm’s investment committee. In 2016 he invested in Envision Pharma, a Med Affairs services and software company which facilitates the communication of the results of clinical research to stakeholders in a clinical trial, and which subsequently sold to GHO in 2020 realizing a 2.8x project MOIC. Prior to that Mr. Cottle was a director at Hg Capital where he was the fastest promote in his class, and was named in the top 40 under 40 private equity practitioners in Europe in the inaugural Financial News awards in 2013. Prior to investing, Mr. Cottle was an investment banker focusing on Natural Resources and Healthcare at Deutsche Bank, an equity capital markets specialist at Citigroup and a management consultant focused on Healthcare and Technology at Arthur D Little. Mr. Cottle was an IBM university scholar in computer programming and technology consulting prior to and during his time at Oxford University. Mr. Cottle was an Olympic oarsman in the Athens Olympic Games in 2004. He holds an MBA from INSEAD and MA from Oxford University where he was a Richard Blackwell Scholar and Oriel College prize winner in 1997 and 1998. Patrick Hargutt Patrick Hargutt serves as the chief financial officer and as a member of the board of directors of Healthcare AI Acquisition Corp. Mr. Hargutt is a founding partner at Stanley Capital, and a board member of Noden Pharma. He is a private equity and special situations investor with a strong track record across both public and private equity and debt transactions. Prior to Stanley Capital, Mr. Hargutt was an investor at Centerbridge Partners and Monarch Alternative Capital. He started his career as an investment banker at JP Morgan. Over the course of his career he has taken on significant board responsibilities and executed on successful platform buy and builds across various sectors. Mr. Hargutt holds a Masters in Mathematics summa cum laude from the Technical University Munich, and is the author of “A Fractional Heath-Jarrow-Morton Approach for Interest Rate Markets”, published whilst on a postgraduate research scholarship at Imperial College London. James Brooks James Brooks serves as a member of the board of directors of Healthcare AI Acquisition Corp. Mr. Brooks is a founding corporate partner at Stanley Capital and a board observer at Noden Pharma. He is a proven private equity 112 investor and c-suite executive leader with a strong track record in transformative value creation in energy and technology-related sectors. Mr. Brooks is a Special Advisor to Shell for energy transition execution strategies. Until September 2021 he was on the leadership team of Shell New Energies where he was responsible for strategy and portfolio management. From 2016 to 2020, Mr. Brooks co-led the rapid growth of Lightsource BP, becoming a global leader in the renewable energy sector. In that same period, he founded, raised and co-led Eversource Capital, as managing partner, one of the world’s largest sustainable resource private equity funds, completing investments across utility scale and distributed energy, mobility, water and waste management sectors. Previously, he had an extensive career in private equity across the energy, industrials, telecommunication and technology sectors including as co-head of EMEA Energy as well as UK & Ireland Investing for Goldman Sachs’ Merchant Banking Division and roles at both First Reserve and Advent International. Mr. Brooks holds a Masters and BA degree in Physics from the University of Oxford. Greg Caswill Greg Caswill has agreed to serve as a member of the board of directors of Healthcare AI Acquisition Corp. Mr. Caswill serves as the current chairman and co-founder of Envision Pharma Group, a leading provider of scientific data communication services and technology solutions to biopharmaceutical and medical devices companies. He has more than 30 years of experience in pharmaceutical services outsourcing notably as a former founder member and finance director of a specialist medical communications agency. He has participated as owner / investor in numerous diverse industry start-ups, mainly in service-related businesses, and has driven multiple successful exits. Mr. Caswill has gained extensive international experience largely in the US and Europe, and is a chartered accountant in the United Kingdom by background. Xavier Flinois Xavier Flinois agreed to serve as a member of the board of directors of Healthcare AI Acquisition Corp. Mr Flinois serves as Founder and CEO of Houat Invest, an investment consultancy. He is also a Director of Actigraph, a provider of wearable technology solutions for clinical research. Prior to this, Mr. Flinois was the President of Parexel Informatics (now Calyx), one of the leading technology providers to the biopharmaceutical and medical industry for the development and commercialization of new medical therapies. He served as a member of the Management Board and Director of publicly listed Schlumberger, the largest Oilfield Services company worldwide and of Atos a leading European IT Services provider. Mr Flinois is a former CEO of Clinical Solutions, a UK-based provider of cloud-based clinical decision support systems for the urgent and pandemic healthcare markets. Additionally, Mr.Flinois was previously a director at UK engineering and electronics manufacturer Data Marine Systems and at AtosEuronext Market Solutions, a joint-venture between Atos and EuroNext in the financial technology sector. Mr. Flinois was recognized as one of the 2016 ComputerWorld Premier 100 Technology Leaders and one of the 2018 PharmaVoice 100 most inspiring people in the life Science Industry. Mr Flinois received a Masters in Engineering from the Ecole Nationale des Ponts et Chaussées in 1988 and an Masters in Science from Ecole Polytechnique in 1985. Robert Piconi Robert Piconi has agreed to serve as a member of the board of directors of Healthcare AI Acquisition Corp. Mr. Piconi serves as the CEO, co-founder and shareholder of renewable energy startup Energy Vault, Inc. He is also the chairman of medical devices company Chronos Imaging LLC, a partner and manager of Lugano-based wine, spirit and sustainable food companies ExPro Experience GmbH and Chronos Wine Cellar SA, and a shareholder and operating advisor of Boston-based buy-out fund Union Park Capital. Mr. Piconi has over 25 years of experience in executive roles in diverse industries, including CEO and managing director of medical equipment service group 113 MESA Group Holdings GmbH and the Founder and Group CEO of Pantheon Healthcare, now branded as Althea Group. Prior to this, Mr. Piconi was an executive operator, entrepreneur, and investor with a primary sector focus in Healthcare (diagnostic medical devices, radiology, and clinical services), Network Telecommunications and Sustainability (diversified energy, utility scale renewable energy storage). In August 2014, he founded and acted as CEO of the leading healthcare technology management business Pantheon Healthcare, demonstrating a strong track record of value creation and successful exits. A couple of years earlier, he joined the US based diagnostic imaging device, science and technology conglomerate Danaher Corporation (NYSE: DHR) as president and group executive of the network management and security platform (Communications Group). From 2008-2011, he was president, managing director and CEO of a medical device equipment and service portfolio company of Boston-based private equity firm Berkshire Partners LLC. Mr. Piconi began his career at Amoco and British Petroleum from 1992-1999, followed by executive leadership roles within the Network Telecommunications sector at Bell Labs Lucent Technologies (now Nokia) and UK based Spirent Communications. In 2020, he was one of 15 global leaders named by the World Economic Forum as “SDG Champion” for his work advancing sustainability, decarbonization and the circular economy. Mr. Piconi received his graduate degree and MBA from Northwestern University (Kellogg School of Management) in June 2000 and undergraduate degree BBA in Finance and Italian Renaissance Literature from the University of Notre Dame in May 1992. Elizabeth K. Weymouth Elizabeth K. Weymouth has agreed to serve as a member of the board of directors of Healthcare AI Acquisition Corp. Ms. Weymouth is the Founder, Managing Partner and Chair of the Investment Committee member at Grafine Partners, LP, a boutique alternative asset management firm, and an independent director of Queen’s Gambit Growth Capital. Prior to founding Grafine Partners, LP in 2018, Ms. Weymouth served as a Partner at Riverstone Holdings LLC, a private investment firm focused on growth capital investments in the energy industry, from 2007 to 2017, where Ms. Weymouth helped to institutionalize the firm and secured $27 billion of capital from global sources. Before joining Riverstone Holdings LLC, Ms. Weymouth was at J.P. Morgan serving in a variety of roles from 1994 to 2007, including serving as Managing Director at J.P. Morgan Private Bank and Head of Investments for the U.S. Northeast region, as well as serving on the Global Investment Leadership Team and Fiduciary Oversight Committee. Ms. Weymouth additionally served as a member of the firm’s Senior Women’s Leadership Forum and Mentoring Committee. Earlier in her career, Ms. Weymouth worked in London for Willis Corroon, PLC as an Associate in the Oil and Gas Division, negotiating insurance coverage for Fortune 50 energy companies with underwriters. Ms. Weymouth additionally served as Chair of the board of trustees of the University of Virginia Darden School of Business from 2016 to 2019, where she served as the first female chair in their history. Ms. Weymouth earned a B.A. from the University of Virginia and her M.B.A. from the Darden Graduate School of Business. Number and Terms of Office of Officers and Directors We will have seven directors upon completion of this offering. Our board of directors is divided into three classes, with only one class of directors being elected in each year, and with each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term. In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual meeting until no later than one year after our first fiscal year end following our listing on Nasdaq. The term of office of the first class of directors, consisting of Greg Caswill and Xavier Flinois, will expire at our first annual general meeting. The term of office of the second class of directors, consisting of Robert Piconi and Elizabeth Weymouth, will expire at our second annual general meeting. The term of office of the third class of directors, consisting of James Brooks and Patrick Hargutt, will expire at our third annual general meeting. 114 Pursuant to an agreement to be entered into on or prior to the closing of this offering, our sponsor, upon and following consummation of an initial business combination, will be entitled to nominate three individuals for election to our board of directors, as long as our sponsor holds any securities covered by the registration and shareholder rights agreement. Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint persons to the offices set forth in our amended and restated memorandum and articles of association as it deems appropriate. Our amended and restated memorandum and articles of association will provide that our officers may consist of one or more chairman of the board, chief executive officer, president, chief financial officer, vice presidents, secretary, treasurer and such other offices as may be determined by the board of directors. Director Independence Nasdaq listing standards require that a majority of our board of directors be independent. Our board of directors has determined that Greg Caswill, Xavier Flinois, Robert Piconi and Elizabeth Weymouth are “independent directors” as defined in Nasdaq listing standards. Our independent directors will have regularly scheduled meetings at which only independent directors are present. Executive Officer and Director Compensation None of our executive officers or directors have received any cash compensation for services rendered to us. Commencing on the date that our securities are first listed on Nasdaq through the earlier of consummation of our initial business combination and our liquidation, we will reimburse our sponsor for office space, secretarial and administrative services provided to us in the amount of $10,000 per month. In addition, our sponsor, executive officers and directors, or their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made by us to our sponsor, executive officers or directors, or their affiliates. Any such payments prior to an initial business combination will be made using funds held outside the trust account. Other than quarterly audit committee review of such reimbursements, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and executive officers for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying and consummating an initial business combination. Other than these payments and reimbursements, no compensation of any kind, including finder’s and consulting fees, will be paid by the company to our sponsor, executive officers and directors, or their respective affiliates, prior to completion of our initial business combination. After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our shareholders in connection with a proposed business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed business combination, because the directors of the post-combination business will be responsible for determining executive officer and director compensation. Any compensation to be paid to our executive officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors. We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our executive officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business 115 combination. We are not party to any agreements with our executive officers and directors that provide for benefits upon termination of employment. Committees of the Board of Directors Upon the effectiveness of the registration statement of which this prospectus forms a part, our board of directors will have two standing committees: an audit committee and a compensation committee. Subject to phase-in rules and a limited exception, the rules of Nasdaq and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors. Subject to phase-in rules and a limited exception, the rules of Nasdaq require that the compensation committee of a listed company be comprised solely of independent directors. Audit Committee Upon the effectiveness of the registration statement of which this prospectus forms a part, we will establish an audit committee of the board of directors. Greg Caswill, Xavier Flinois, Robert Piconi and Elizabeth Weymouth will serve as members of our audit committee. Our board of directors has determined that each of Greg Caswill, Xavier Flinois, Robert Piconi and Elizabeth Weymouth are independent under Nasdaq listing standards and applicable SEC rules. Greg Caswill will serve as the Chairman of the audit committee. Under Nasdaq listing standards and applicable SEC rules, all the directors on the audit committee must be independent. Each member of the audit committee is financially literate and our board of directors has determined that Greg Caswill qualifies as an “audit committee financial expert” as defined in applicable SEC rules. We will adopt an audit committee charter, which will detail the principal functions of the audit committee, including: • meeting with our independent registered public accounting firm regarding, among other issues, audits, and adequacy of our accounting and control systems; • monitoring the independence of the independent registered public accounting firm; • verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law; • inquiring and discussing with management our compliance with applicable laws and regulations; • pre-approving all audit services and permitted non-audit services to be performed by our independent registered public accounting firm, including the fees and terms of the services to be performed; • appointing or replacing the independent registered public accounting firm; • determining the compensation and oversight of the work of the independent registered public accounting firm (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work; • establishing procedures