Current Report Filing (8-k)
September 15 2022 - 10:09AM
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2022-09-15
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2022-09-15
2022-09-15
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2022-09-15
2022-09-15
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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
Date of Report (Date of earliest event
reported): September 15, 2022
HH&L
Acquisition Co.
(Exact name of registrant as specified in its charter)
Cayman Islands |
|
001-40006 |
|
N/A |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
Suite
2001-2002, 20/F, One Exchange
Square
The Landmark, 15 Queen’s Road Central
Central, Hong Kong |
|
00000 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone number, including area code: (852) 3752 2870 |
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 (17 CFR 230.425) |
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
Class A ordinary shares, par value $0.0001 per share |
|
HHLA |
|
The New York Stock Exchange |
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share |
|
HHLA WS |
|
The New York Stock Exchange |
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant |
|
HHLA.U |
|
The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
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 1.01. Entry into a Material Definitive
Agreement.
On September 15, 2022, HH&L
Acquisition Co. (the “Company”) issued an unsecured convertible promissory note (the “Convertible Promissory Note”)
to HH&L Investment Co. (the “Sponsor”), pursuant to which the Company may borrow up to $500,000 (the “Working Capital
Loan”) from the Sponsor for general corporate purpose. Such loan may, at the Sponsor’s discretion, be converted into warrants
(the “Working Capital Loan Warrants”) to purchase Class A ordinary shares of the Company, par value $0.0001 per share, at
a conversion price equal to $1.00 per warrant, with each warrant entitling the holder to purchase one Class A ordinary share of the Company
at a price of $11.50 per share, subject to the same adjustments applicable to the warrants issued to the Sponsor in the private placement
that closed on February 5, 2021 (the “Private Placement Warrants”) in connection with the initial public offering of the Company’s
securities. The terms of the Working Capital Loan Warrants will be identical to those of the Private Placement Warrants. The Working Capital
Loan will not bear any interest, and will be repayable by the Company to the Sponsor, if not converted or repaid on the effective date
of an initial merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the
Company and one or more businesses. The maturity date of the Working Capital Loan may be accelerated upon the occurrence of an Event of
Default (as defined under the Convertible Promissory Note).
The foregoing description
of the Convertible Promissory Note does not purport to be complete and is qualified in its entirety by the terms and conditions of thereof.
A copy of the Convertible Promissory Note is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 2.03. Creation of a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information disclosed
under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03 to the extent required herein.
Item 3.02. Unregistered Sales of Equity
Securities.
The information disclosed
under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02 to the extent required herein.
The Working Capital Loan
Warrants will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), and will be issued in
reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
EXHIBIT INDEX
Exhibit No. |
|
Description |
10.1 |
|
Convertible Promissory Note, dated as of September 15, 2022, issued to HH&L Investment Co.. |
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
|
HH&L Acquisition Co. |
|
|
|
By: |
/s/ Richard Qi Li |
|
|
Name: Richard Qi Li |
|
|
Title: Chief Executive Office |
Dated: September
15, 2022
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