Item 1.01 Entry Into a Material Definitive
Agreement.
As previously announced, on October 14, 2022,
HH&L Acquisition Co., a Cayman Islands exempted company limited by shares (“HH&L”), entered into a Business Combination
Agreement (as amended from time to time, the “Business Combination Agreement”), by and among HH&L, Diamond Merger Sub
Inc., a Delaware corporation and a direct wholly owned subsidiary of HH&L (“Merger Sub”), and DiaCarta, Ltd., a Cayman
Islands exempted company limited by shares (“DiaCarta”). Capitalized terms used in this Current Report on Form 8-K but
not otherwise defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement.
On January 20, 2023,
HH&L, Merger Sub and DiaCarta entered into the First Amendment to Business Combination Agreement (the “BCA Amendment”),
pursuant to which the Business Combination Agreement was amended to provide that, among other things, DiaCarta shall prepare and submit
to NYSE or Nasdaq an initial listing application, if required under NYSE or Nasdaq rules, in connection with the transactions contemplated
by the Business Combination Agreement and covering the shares of Domesticated SPAC Common Stock issuable in accordance with the Business
Combination Agreement and obtain approval for the listing on NYSE or Nasdaq of such shares of Domesticated SPAC Common Stock.
All other terms of the
Business Combination Agreement, which was previously filed by HH&L as Exhibit 2.1 to HH&L’s Current Report on Form 8-K on
October 14, 2022, remain unchanged.
The foregoing summary
description of the BCA Amendment is subject to and qualified in its entirety by reference to the BCA Amendment, a copy
of which is attached hereto as Exhibit 2.1 and the terms of which are incorporated herein by reference.
Important Additional Information Will Be Filed
with the SEC
This current report relates to the proposed business
combination between HH&L and DiaCarta (the “Business Combination”). HH&L has filed a preliminary, and will file a
definitive, proxy statement, which will include a prospectus, which will be a part of a registration statement, and other relevant documents
with the SEC. This current report does not contain all the information that should be considered concerning the proposed Business Combination
and is not intended to form the basis of any investment decision or any other decision in respect of the Business Combination. HH&L’s
and DiaCarta’s shareholders and other interested persons are urged to read the proxy statement/prospectus and any other relevant
documents filed with the SEC when they become available, and any amendments thereto, because, among other things, they will contain updates
to the financial, industry and other information herein as well as important information about HH&L, DiaCarta and the contemplated
Business Combination. When available, the definitive proxy statement/prospectus and other relevant materials for the proposed Business
Combination will be mailed to shareholders of HH&L as of a record date to be established for voting on the proposed Business Combination.
Shareholders will be able to obtain a free copy of the proxy statement/prospectus (when filed), as well as other filings containing information
about HH&L, DiaCarta and the proposed Business Combination, without charge, at the SEC’s website located at www.sec.gov or by
directing a request to: HH&L Acquisition Co., Suite 2001-2002, 20/F, York House, The Landmark, 15 Queen’s Road Central, Central,
Hong Kong. Investment in any securities described herein has not been approved or disapproved by the SEC or any other regulatory authority
nor has any authority passed upon or endorsed the merits of the Business Combination or the accuracy or adequacy of the information contained
herein. Any representation to the contrary is a criminal offense.
Forward-Looking Statements
This current report contains certain statements,
estimates, targets, forecasts, and projections with respect to HH&L or DiaCarta. All statements other than statements of historical
fact are forward-looking statements. Forward-looking statements include, without limitation, statements regarding the estimated future
financial performance and financial position of HH&L and DiaCarta, as applicable. Future results are not possible to predict. Opinions
and estimates offered in this current report constitute HH&L’s and DiaCarta’s judgment and are subject to change without
notice, as are statements about market trends, which are based on current market conditions. You can identify these forward looking statements
through the use of words such as “may,” “will,” “can,” “anticipate,” “assume,”
“should,” “indicate,” “would,” “believe,” “contemplate,” “expect,”
“seek,” “estimate,” “continue,” “plan,” “point to,” “project,”
“predict,” “could,” “intend,” “target,” “potential” and other similar words
and expressions of the future, but the absence of these words does not necessarily mean that a statement is not forward-looking. Such
forward-looking statements are based on estimates, assumptions and factors that are inherently uncertain, that are beyond HH&L’s
and DiaCarta’s control or ability to predict and that could cause actual results to differ materially from expected results. As
a result, they are subject to significant risks and uncertainties and actual events or results may differ materially from these forward-looking
statements. No reliance should be placed on any forward-looking statements, including any projections, targets, estimates or forecasts
contained in this current report. Any forward-looking statement speaks only as of the date on which it was made, based on information
available as of the date of this current report, and such information may be inaccurate or incomplete. Neither DiaCarta nor HH&L undertakes
any obligation to release any revisions to such forward-looking statements, whether as a result of new information, future events or otherwise,
except as required by law. Information regarding performance by, or businesses associated with, our management team or businesses associated
with them is presented for informational purposes only. Past performance by HH&L’s and DiaCarta’s management team and
their respective affiliates is not a guarantee of future performance. Therefore, you should not rely on the historical record of the performance
of HH&L’s or DiaCarta’s management team or businesses associated with them as indicative of HH&L’s or DiaCarta’s
future performance of an investment or the returns HH&L or DiaCarta will, or is likely to, generate going forward.
Participants in the Solicitation
HH&L and its directors and executive officers
may be deemed to be participants in the solicitation of proxies from HH&L’s shareholders in connection with the proposed Business
Combination. A list of the names of HH&L’s directors and executive officers and information regarding their interests in HH&L
is contained in HH&L’s Annual Report on Form 10-K, which was filed with the SEC on March 30, 2022, and is available free of
charge at the SEC’s website at www.sec.gov, or by directing a request to HH&L Acquisition Co., Suite 2001-2002, 20/F, York House,
The Landmark, 15 Queen’s Road Central, Central, Hong Kong. Additional information regarding the interests of any such participants
will be contained in the proxy statement/prospectus for the proposed Business Combination when available.
DiaCarta and its directors and executive officers
may also be deemed to be participants in the solicitation of proxies from the shareholders of HH&L in connection with the proposed
Business Combination. A list of the names of such directors and executive officers and information regarding their interests in the proposed
Business Combination will be included in the proxy statement/prospectus for the proposed Business Combination when available.
The definitive proxy statement/prospectus will
be mailed to shareholders as of a record date to be established for voting on the proposed Business Combination when it becomes available.
Shareholders, potential investors and other interested persons should read the proxy statement/prospectus carefully when in becomes available
before making any voting or investment decisions.
No Offer or Solicitation
This current report is for informational purposes
only and does not constitute (i) a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the
Business Combination, (ii) an offer or invitation for the sale or purchase of the securities, assets or business described herein or a
commitment of HH&L, DiaCarta or any of their respective subsidiaries, stockholders, affiliates, representatives, partners, directors,
officers, employees, advisers or agents, with respect to any of the foregoing, nor shall there be any sale of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
jurisdiction, and this current report shall not form the basis of any contract, commitment or investment decision and does not constitute
either advice or recommendation regarding any securities.