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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): August 3, 2023
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) |
|
(I.R.S. Employer
Identification No.) |
Suite 2001-2002, 20/F, York House
The Landmark, 15 Queen’s Road Central
Central, Hong Kong 00000
(Address of principal executive offices, including
zip code)
(852) 3752 2870
(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 (17 CFR 230.425) |
x |
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 August 3, 2023, HH&L Investment Co. (the “Sponsor”),
the sponsor of HH&L Acquisition Co. (the “Company”), and the Company, entered into an agreement (the “Non-Redemption
Agreement”) with unaffiliated third parties in exchange for them agreeing not to redeem an aggregate of 500,000 shares of Class
A ordinary shares of the Company (the “Non-Redeemed Shares”) at the extraordinary general meeting called by the Company (the
“EGM”) to approve an extension of time for the Company to consummate an initial business combination (the “Extension
Amendment Proposal”) from August 9, 2023 to February 9, 2024, without requiring the Company to make any deposit into the trust account
(the “Extension”). In exchange for the foregoing commitment
not to redeem such shares, the Sponsor has agreed to transfer to such investors an aggregate of 100,000 shares of Class B ordinary shares
of the Company held by the Sponsor promptly following consummation of an initial business combination if they continue to hold such Non-Redeemed
Shares through the EGM. The Non-Redemption Agreement is not expected to increase the likelihood that the Extension Amendment Proposal
is approved by shareholders but will increase the amount of funds that remain in the Company’s trust account following the EGM.
The foregoing summary of the Non-Redemption Agreement does not purport
to be complete and is qualified in its entirety by reference to the form of Non-Redemption Agreement attached hereto as Exhibit 10.1 and
incorporated herein by reference.
Cautionary Note Regarding Forward-Looking Statements
This Current Report includes, and oral statements made from time to
time by representatives of the Company may include, forward-looking statements within the meaning of Section 27A of the Securities Act,
and Section 21E of the Securities Exchange Act of 1934, as amended. We have based these forward-looking statements on our current expectations
and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions
about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future
results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can
identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,”
“expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,”
or the negative of such terms or other similar expressions. Such statements include, but are not limited to, the Extension Amendment Proposal,
possible business combinations and related matters, as well as all other statements other than statements of historical fact included
in the Company’s proxy statement filed with the Securities and Exchange Commission (“SEC”) on July 31, 2023 (the “Definitive
Proxy Statement”).
The forward-looking statements contained in this Current Report are
based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance
that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks,
uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially
different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited
to, those factors described under the heading “Item 1. Risk Factors” of our Annual Report on Form 10-K filed with the SEC
on March 31, 2023, in this Current Report, the Definitive Proxy Statement and in other reports the Company files with the SEC. Should
one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in
material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities
laws.
All such forward-looking statements speak only as of the date of this
Current Report. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking
statements contained herein to reflect any change in the Company’s expectations with regard thereto or any change in events, conditions
or circumstances on which any such statement is based. All subsequent written or oral forward-looking statements attributable to us or
persons acting on the Company’s behalf are qualified in their entirety by this “Cautionary Note Regarding Forward-Looking
Statements” section.
No Offer or Solicitation
This Current Report shall not constitute a solicitation of a proxy,
consent or authorization with respect to any securities. This Current Report shall also not constitute an offer to sell or the solicitation
of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an
exemption therefrom.
Additional Information and Where to Find It
The Company urges investors, shareholders and other interested persons
to read the Definitive Proxy Statement as well as other documents filed by the Company with the SEC, because these documents will contain
important information about the Company and the Extension Amendment Proposal. Shareholders may obtain copies of the Definitive Proxy
Statement, without charge, at the SEC’s website at www.sec.gov or by directing a request to the Company’s proxy solicitor,
Morrow Sodali LLC, at 333 Ludlow Street, 5th Floor, South Tower, Stamford, Connecticut 06902, individuals toll-free number: (800) 662-5200
or bank and brokers number: (203) 658-9400, Email: HHLA.info@investor.morrowsodali.com.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURE
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 Officer and Director |
Date: August 3, 2023 |
|
|
Exhibit 10.1
FORM OF NON-REDEMPTION AGREEMENT AND ASSIGNMENT
OF ECONOMIC INTEREST
This Non-Redemption Agreement and Assignment of
Economic Interest (this “Agreement”) is entered as of [●], 2023 by and among HH&L Acquisition Co., a Cayman
Islands exempted company (“HH&L”), HH&L Investment Co., a Cayman Islands exempted company (the “Sponsor”)
and the undersigned investor (the “Investor”).
RECITALS
WHEREAS,
the Sponsor currently holds Class B ordinary shares of HH&L, par value $0.0001 per share, initially purchased in a private placement
prior to HH&L’s initial public offering (the “Founder Shares”);
WHEREAS,
HH&L expects to hold an extraordinary general meeting of shareholders (the “Meeting”) for the purpose of approving,
among other things, an amendment to HH&L’s Second Amended and Restated Memorandum and Articles of Association, as amended on
February 7, 2023 and May 9, 2023 (the “M&A”) to extend the date by which HH&L must consummate an
initial business combination (the “Initial Business Combination”) by six additional months until February 9, 2024,
without making any deposit into the Trust Account (as defined below) (the “Extension”);
WHEREAS, the
M&A provides that a shareholder of HH&L may redeem its Class A ordinary shares, par value $0.0001 per share, initially sold
as part of the units in HH&L’s initial public offering (whether they were purchased in HH&L’s initial public offering
or thereafter in the open market) (the “Public Shares” and together with the Founder Shares, the “Ordinary
Shares”) in connection with the Extension, on the terms set forth in the M&A (as amended) (“Redemption Rights”);
WHEREAS,
subject to the terms and conditions of this Agreement, the Sponsor desires to transfer to Investor, and Investor desires to acquire from
the Sponsor, that number of Founder Shares set forth opposite such Investor’s name on Exhibit A (the “Assigned
Securities”), to be transferred to Investor in connection with HH&L’s completion of its Initial Business Combination,
and, prior to the transfer of the Assigned Securities to Investor, the Sponsor desires to assign the economic benefits of the Assigned
Securities to Investor.
NOW
THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, Investor and the Sponsor hereby agree as follows:
| 1.1. | Upon the terms and subject to the conditions of this Agreement, if (a) as of 5:30 p.m., New York City time, on the date of the
Meeting, Investor holds the Investor Shares (as defined below), (b) Investor does not exercise (or exercised and validly rescinds)
its Redemption Rights with respect to such Investor Shares in connection with the Meeting, (c) the Extension is approved at the Meeting
and HH&L meets the continued or initial listing requirements to be listed on a National Securities Exchange following the Meeting,
and (d) HH&L implements the Extension, then the Sponsor hereby agrees to assign to Investor for no additional consideration the
Assigned Securities set forth on Exhibit A, and the Sponsor further agrees to assign to Investor the Economic Interest (as
defined below) associated with the Assigned Securities that the Sponsor has agreed to assign to Investor. “Investor Shares”
shall mean an amount of the Public Shares presently held by Investor equal to the lesser of (i) [●] Public Shares, and (ii) 9.9%
of the Public Shares that are not to be redeemed, including those Public Shares subject to non-redemption agreements with other HH&L
shareholders similar to this Agreement on or about the date of the Meeting. The Sponsor and HH&L agree to provide Investor with the
final number of Investor Shares subject to this Agreement no later than 9:30 a.m. New York City time on the first business day following
the date of the Meeting (and in all cases a sufficient amount of time to allow the Investor to reverse any exercise of Redemption Rights
with regard to any Investor Shares), provided, that such amount shall not exceed [●] Public Shares. |
| 1.2. | The Sponsor and Investor hereby agree that the assignment of the Assigned Securities shall be subject to the conditions that (i) the
Initial Business Combination is consummated; and (ii) Investor (or its Permitted Transferees (as such term is defined in that certain
Letter Agreement, dated February 5, 2021, by and among HH&L, the Sponsor and HH&L’s officers and directors (as it exists
on the date hereof, the “Letter Agreement”) executes the Joinder (as defined in Section 1.8). |
Upon the satisfaction of the foregoing conditions, as applicable,
the Sponsor shall promptly transfer (and no later than two (2) business days following the closing of the Initial Business Combination)
the Assigned Securities to Investor (or its Permitted Transferees) free and clear of any liens or other encumbrances, other than pursuant
to the Letter Agreement, restrictions on transfer imposed by the securities laws, and any successor or similar agreement entered into
in connection with the Initial Business Combination (which shall be no less favorable or more restrictive than what is agreed to by the
Sponsor). The Sponsor and HH&L covenant and agree to facilitate such transfer to Investor (or its Permitted Transferees) in accordance
with the foregoing.
| 1.3. | Adjustment to Share Amounts. If at any time the number of outstanding Founder Shares is increased or decreased by a consolidation,
combination, subdivision or reclassification of the Ordinary Shares of HH&L or other similar event, then, as of the effective date
of such consolidation, combination, subdivision, reclassification or similar event, all share numbers referenced in this Agreement shall
be adjusted in proportion to such increase or decrease in the Ordinary Shares of HH&L. |
| 1.4. | Merger or Reorganization, etc. If there shall occur any reorganization, recapitalization, reclassification, consolidation
or merger involving HH&L in which its Ordinary Shares are converted into or exchanged for securities, cash or other property, then,
following any such reorganization, recapitalization, reclassification, consolidation or merger, in lieu of Ordinary Shares of HH&L,
the Sponsor shall transfer, with respect to each Founder Share to be transferred hereunder, upon the Sponsor’s receipt thereof,
the kind and amount of securities, cash or other property into which such Assigned Securities converted or exchanged. |
| 1.5. | Forfeitures, Transfers, etc. Investor shall not be subject to forfeiture, surrender, claw-back, transfers, disposals,
exchanges or earn-outs for any reason on the Assigned Securities. Sponsor acknowledges and agrees that any such earn-outs, forfeitures,
transfers, restrictions, amendments or arrangements shall apply only to the Founder Shares other than the Assigned Securities and the
terms and conditions applicable to the Assigned Securities shall not be changed or reduced as a result of any such earn-outs, forfeitures,
transfers, restrictions, amendments or arrangements. |
| 1.6. | Delivery of Shares; Other Documents. At the time of the transfer of Assigned Securities hereunder, the Sponsor shall deliver
the Assigned Securities to Investor by transfer of book-entry shares effected through HH&L’s register of members and through
HH&L’s transfer agent (or its successor). The parties to this Agreement agree to execute, acknowledge and deliver such further
instruments and to do all such other acts, as may be necessary or appropriate to carry out the purposes and intent of this Agreement. |
| 1.7. | Assignment of Registration Rights. Concurrent with the transfer of
Assigned Securities to Investor under this Agreement, the Sponsor hereby assigns all of its rights, duties and obligations to Investor
with respect to the Assigned Securities under that certain Registration Rights Agreement, dated February 5, 2021, by and among HH&L
and the Sponsor (as it exists on the date of the Agreement, the “Registration Rights Agreement”), and hereby represents
and confirms to Investor that, upon Investor’s receipt of the Assigned Securities, (i) Investor shall be a “Holder”
under the Registration Rights Agreement and (ii) the Assigned Securities shall be “Registrable Securities” under the
Registration Rights Agreement. This Agreement constitutes the Sponsor’s written notice to HH&L of such assignment in accordance
with the Registration Rights Agreement (if required). Investor shall execute the Joinder (as defined in Section 1.8), pursuant to
which, Investor will be bound by the terms and provisions of the Registration Rights Agreement as a “Holder” thereunder
with respect to the Assigned Securities (upon acquisition thereof) as “Registrable Securities” thereunder. |
| 1.8. | Joinder to Letter Agreement. In connection with the transfer of the Assigned Securities to Investor, Investor shall execute
a joinder to the Letter Agreement and the Registration Rights Agreement in substantially the form attached here to as Exhibit B
(the “Joinder”) pursuant to which Investor shall agree with HH&L to be bound solely by Section 7 of the Letter
Agreement solely with respect to the Assigned Securities and by the terms and provisions of the Registration Rights Agreement as a “Holder”
thereunder with respect to the Assigned Securities (upon acquisition thereof) as “Registrable Securities” thereunder. Notwithstanding
anything in this Agreement or the Joinder to the contrary, Investor shall be released with respect to the Assigned Securities from
any transfer or lock-up restrictions under the Letter Agreement or the Registrations Rights Agreement to the same extent as any other
holders, including the Sponsor, is released from such restrictions with respect to its remaining Founder Shares. |
| 1.9. | Termination. This Agreement and each of the obligations of the undersigned shall terminate on earlier of (a) the failure
of HH&L’s shareholders to approve the Extension at the Meeting, (b) the fulfillment of all obligations of parties hereto,
(c) the liquidation or dissolution of HH&L, (d) the mutual written agreement of the parties hereto; or (e) if Investor
exercises its Redemption Rights with respect to any Investor Shares in connection with the Meeting and such Investors Shares are actually
redeemed in connection with the Meeting. Notwithstanding any provision in this Agreement to the contrary, the Sponsor’s obligation
to transfer the Assigned Securities to Investor shall be conditioned on (i) the satisfaction of the conditions set forth in Section 1.2
and (ii) such Investor Shares not being redeemed in connection with the Meeting. |
| 2. | Assignment of Economic Interest. |
| 2.1. | Upon satisfaction of the conditions set forth in Section 1.1, the Sponsor hereby assigns to Investor all of its economic right,
title and interest in and to that number of Assigned Securities set forth on Exhibit A (the “Economic Interest”),
subject to adjustment as set forth in Section 2.2. The Economic Interest represents the Sponsor’s right to receive dividends
and other distributions made with respect to that number of Assigned Securities set forth on Exhibit A represented by the
Founder Shares held directly by the Sponsor. |
| 2.2. | If at any time the number of outstanding Founder Shares is increased or decreased by a consolidation, combination, split or reclassification
or other similar event, then, as of the effective date of such consolidation, combination, split, reclassification or similar event, the
number of shares underlying the Economic Interest shall be adjusted in proportion to such increase or decrease in outstanding Founder
Shares. The foregoing shall not apply to (i) any increase or decrease in the number of authorized Founder Shares or (ii) a reclassification
of the share capital of HH&L, in each case in connection with the closing of the Initial Business Combination. |
| 2.3. | Investor acknowledges and agrees that it has no right to vote on matters of the Sponsor as a result of the Assigned Securities or
Economic Interest, or to vote with respect to any Assigned Securities, and it has no right to vote Assigned Securities prior to transfer
of any such shares to Investor pursuant to this Agreement. |
| 2.4. | Investor acknowledges and agrees that if it has a right pursuant to its Economic Interest to receive any dividends or other distributions
paid in Ordinary Shares or other non-cash property, the Sponsor shall transfer all of its right, title and interest in such dividends
or distributions concurrently with the transfer of the Assigned Securities to such Investor pursuant to Section 1. |
| 2.5. | If the conditions to the transfer of the Founder Shares in Section 1 are not satisfied with respect to any Founder Shares, then
Investor shall automatically assign its Economic Interests in such Founder Shares back to the Sponsor, for no consideration. |
| 3. | Representations and Warranties of Investor. Investor represents and warrants to, and agrees with, the Sponsor that: |
| 3.1. | No Government Recommendation or Approval. Investor understands that no federal or state agency has passed upon or
made any recommendation or endorsement of the offering of the Assigned Securities. |
| 3.2. | Accredited Investor. Investor is an institutional “accredited
investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as amended,
(the “Securities Act”) or a “qualified institutional buyer” as defined in Rule 144A under the Securities
Act, and acknowledges that the sale contemplated hereby is being made in reliance, among other things, on a private placement exemption
to “accredited investors” under the Securities Act and similar exemptions under state law. |
| 3.3. | Intent. Investor is acquiring the Assigned Securities solely for investment purposes, for such Investor’s
own account (and/or for the account or benefit of its members or affiliates, as permitted), and not with a view to the distribution thereof
in violation of the Securities Act and Investor has no present arrangement to sell Assigned Securities to or through any person or entity
except as may be permitted hereunder. |
| 3.4. | Restrictions on Transfer; Trust Account; Redemption Rights. |
| 3.4.1. | Investor acknowledges and agrees that, prior to their transfer hereunder, the Assigned Securities are, and following any transfer
to Investor may continue to be, subject to the transfer restrictions as set forth in section 5 of the Letter Agreement. |
| 3.4.2. | Investor acknowledges and agrees that the Assigned Securities are not entitled to, and have no right, interest or claim of any kind
in or to, any monies held in the trust account into which the proceeds of HH&L’s initial public offering were deposited (the
“Trust Account”) or distributed as a result of any liquidation of the Trust Account. |
| 3.4.3. | Investor agrees, solely for the benefit of and, notwithstanding anything else herein, enforceable only by HH&L, to waive any right
that it may have to elect to have HH&L redeem any Investor Shares and agrees not to redeem or otherwise exercise any right to redeem,
the Investor Shares and to reverse and revoke any prior redemption elections made with respect to the Investor Shares in connection with
the Extension. For the avoidance of doubt, nothing in this Agreement is intended to restrict or prohibit Investor’s ability to redeem
any Public Shares other than the Investor Shares, or to trade or redeem any Public Shares (other than the Investor Shares) in its discretion
and at any time or trade or redeem any Investor Shares in its discretion and at any time after the date of the Meeting. |
| 3.4.4. | Investor acknowledges and understands the Assigned Securities are being offered in a transaction not involving a public offering in
the United States within the meaning of the Securities Act and have not been registered under the Securities Act and, if in the future
Investor decides to offer, resell, pledge or otherwise transfer Assigned Securities, such Assigned Securities may be offered, resold,
pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant
to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any
other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable
securities laws of any state or any other jurisdiction. Investor agrees that, if any transfer of the Assigned Securities or
any interest therein is proposed to be made, as a condition precedent to any such transfer, Investor may be required to deliver to
HH&L an opinion of counsel satisfactory to HH&L that registration is not required with respect to the Assigned Securities to be
transferred. Absent registration or another available exemption from registration, Investor agrees it will not transfer the Assigned
Securities. |
| 3.5. | Sophisticated Investor. Investor is sophisticated in financial matters and able to evaluate the risks and benefits of the investment
in the Assigned Securities. |
| 3.6. | Risk of Loss. Investor is aware that an investment in the Assigned Securities is highly speculative and subject to substantial
risks. Investor is cognizant of and understands the risks related to the acquisition of the Assigned Securities, including those restrictions
described or provided for in this Agreementand the Letter Agreement pertaining to transferability. Investor is able to bear the
economic risk of its investment in the Assigned Securities for an indefinite period of time and able to sustain a complete loss of such
investment. |
| 3.7. | Independent Investigation. Investor has relied upon an independent investigation of HH&L and has not relied
upon any information or representations made by any third parties or upon any oral or written representations or assurances, express or
implied, from the Sponsor or any representatives or agents of the Sponsor, other than as set forth in this Agreement. Investor is familiar
with the business, operations and financial condition of HH&L and has had an opportunity to ask questions of, and receive answers
from HH&L’s management concerning HH&L and the terms and conditions of the proposed sale of the Assigned Securities and
has had full access to such other information concerning HH&L as Investor has requested. Investor confirms that all documents that
it has requested have been made available and that Investor has been supplied with all of the additional information concerning this investment
which Investor has requested. |
| 3.8. | Organization and Authority. If an entity, Investor is duly organized and existing under the laws of the jurisdiction
in which it was organized and it possesses all requisite power and authority to acquire the Assigned Securities, enter into this Agreement
and perform all the obligations required to be performed by Investor hereunder. |
| 3.9. | Non-U.S. Investor. If Investor is not a United States person (as defined by Section 7701(a)(30) of the U.S. Internal Revenue
Code of 1986, as amended, and the regulations promulgated thereunder (collectively, the “Code”)), Investor hereby
represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to
subscribe for the Assigned Securities or any use of this Agreement, including (i) the legal requirements within its jurisdiction
for the acquisition of the Assigned Securities, (ii) any foreign exchange restrictions applicable to such acquisition, (iii) any
governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may
be relevant to the acquisition, holding, redemption, sale, or transfer of the Assigned Securities. Investor’s subscription and payment
for and continued beneficial ownership of the Assigned Securities will not violate any applicable securities or other laws of Investor’s
jurisdiction. |
| 3.10. | Authority. This Agreement has been validly authorized, executed and delivered by Investor and is a valid and binding agreement
enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent
conveyance, moratorium, reorganization, or similar laws relating to, or affecting generally the enforcement of, creditors’ rights
and remedies or by equitable principles of general application and except as enforcement of rights to indemnity and contribution may be
limited by federal and state securities laws or principles of public policy. |
| 3.11. | No Conflicts. The execution, delivery and performance of this Agreement and the consummation by Investor of the transactions
contemplated hereby do not violate, conflict with or constitute a default under (i) Investor’s organizational documents, (ii) any
agreement or instrument to which Investor is a party or (iii) any law, statute, rule or regulation to which Investor is subject,
or any order, judgment or decree to which Investor is subject, in the case of clauses (ii) and (iii), that would reasonably be expected
to prevent Investor from fulfilling its obligations under this Agreement. |
| 3.12. | No Advice from Sponsor. Investor has had the opportunity to review this Agreement and the transactions contemplated by this
Agreement and the form of Letter Agreement with Investor’s own legal counsel and investment and tax advisors. Except
for any statements or representations of the Sponsor explicitly made in this Agreement, Investor is relying solely on such counsel
and advisors and not on any statements or representations, express or implied, of the Sponsor or any of its representatives or agents
for any reason whatsoever, including without limitation for legal, tax or investment advice, with respect to this investment, the Sponsor,
HH&L, the Assigned Securities, the transactions contemplated by this Agreement or the securities laws of any jurisdiction. |
| 3.13. | Reliance on Representations and Warranties. Investor understands that the Assigned Securities are being offered
and sold to Investor in reliance on exemptions from the registration requirements under the Securities Act, and analogous provisions in
the laws and regulations of various states, and that the Sponsor is relying upon the truth and accuracy of the representations, warranties,
agreements, acknowledgments and understandings of Investor set forth in this Agreement in order to determine the applicability of such
provisions. |
| 3.14. | No General Solicitation. Investor is not subscribing for Assigned Securities as a result of or subsequent to any
general solicitation or general advertising, including but not limited to any advertisement, article, notice or other communication published
in any newspaper, magazine, or similar media or broadcast over television or radio or any seminar or meeting whose attendees have been
invited by any general solicitation or general advertising. |
| 3.15. | Brokers. No broker, finder or intermediary has been paid or is entitled to a fee or commission from or by Investor in
connection with the acquisition of the Assigned Securities nor is Investor entitled to or will accept any such fee or commission. |
| 4. | Representations and Warranties of Sponsor. The Sponsor represents and warrants to, and agrees with, the Investor that: |
| 4.1. | Power and Authority. The Sponsor is an exempted company duly formed and validly existing and in good standing as a limited
liability company under the laws of Cayman Islands and possesses all requisite corporate power and authority to enter into this Agreement
and to perform all of the obligations required to be performed by the Sponsor hereunder, including the assignment, sale and transfer the
Assigned Securities and the assignment of the Economic Interest. |
| 4.2. | Authority. All corporate action on the part of the Sponsor and its officers, directors and members necessary for the authorization,
execution and delivery of this Agreement and the performance of all obligations of the Sponsor required pursuant hereto has been taken.
This Agreement has been duly executed and delivered by the Sponsor and (assuming due authorization, execution and delivery by Investor)
constitutes the Sponsor’s legal, valid and binding obligation, enforceable against the Sponsor in accordance with its terms, except
as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization, or similar
laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by equitable principles of general
application and except as enforcement of rights to indemnity and contribution may be limited by federal and state securities laws or principles
of public policy. |
| 4.3. | Title to Securities. The Sponsor is the record and beneficial owner of, and has good and marketable title to, the Assigned
Securities and will, immediately prior to the transfer of the Assigned Securities to Investor, be the record and beneficial owner of the
Assigned Securities, in each case, free and clear of all liens, pledges, security interests, charges, claims, encumbrances, agreements,
options, voting trusts, proxies and other arrangements or restrictions of any kind (other than transfer restrictions and other terms and
conditions that apply to the Founder Shares generally and applicable securities laws). The Assigned Securities to be transferred, when
transferred to Investor as provided herein, will be free and clear of all liens, pledges, security interests, charges, claims, encumbrances, agreements,
options, voting trusts, proxies and other arrangements or restrictions of any kind (other than transfer restrictions and other terms and
conditions that apply to the Founder Shares generally, under the Letter Agreement and applicable securities laws). |
| 4.4. | No Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Sponsor of the transactions
contemplated hereby do not violate, conflict with or constitute a default under (i) the memorandum and articles of association, (ii) any
agreement or instrument to which the Sponsor is a party or by which it is bound (including the Letter Agreement and the Registration Rights
Agreement) or (iii) any law, statute, rule or regulation to which the Sponsor is subject or any order, judgment or decree to
which the Sponsor is subject. The Sponsor is not required under federal, state or local law, rule or regulation to obtain any consent,
authorization or order of, or make any filing or registration with, any court or governmental agency or self-regulatory entity in order
for it to perform any of its obligations under this Agreement, including the transfer of the Assigned Securities and assignment of the
Economic Interest in accordance with the terms hereof. |
| 4.5. | No General Solicitation. The Sponsor has not offered the Assigned Securities by means of any general solicitation
or general advertising within the meaning of Regulation D of the Securities Act, including but not limited to any advertisement, article,
notice or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio or any seminar
or meeting whose attendees have been invited by any general solicitation or general advertising. |
| 4.6. | Brokers. No broker, finder or intermediary has been paid or is entitled to a fee or commission from or by the Sponsor
in connection with the sale of the Assigned Securities nor is the Sponsor entitled to or will accept any such fee or commission. |
| 4.7. | Transfer Restrictions. Until termination of this Agreement, the Sponsor shall not transfer any of its Founder Shares representing
the economic benefit of the Assigned Securities. |
| 4.8. | Reliance on Representations and Warranties. The Sponsor understands and acknowledges that Investor is relying upon
the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Sponsor set forth in
this Agreement. |
| 5. | Trust Account. Until the earlier of (a) the consummation of HH&L’s initial business combination; (b) the
liquidation of the Trust Account; and (c) February 9, 2024 or such later time as the shareholders of HH&L may approve in
accordance with the M&A, HH&L will maintain the investment of funds held in the Trust Account in cash in an interest-bearing demand
deposit account at a bank. HH&L further confirms that it will not utilize any funds from its Trust Account to pay any potential excise
taxes that may become due pursuant to the Inflation Reduction Act of 2022 upon a redemption of the Public Shares, including, but not limited
to, in connection with a liquidation of HH&L if it does not effect a business combination prior to its termination date. |
| 6. | Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by and construed and enforced in accordance
with the laws of the State of New York, without giving effect to its principles or rules of conflict of laws to the extent such principles
or rules would require or permit the application of the laws of another jurisdiction. The parties hereto hereby waive any right to
a jury trial in connection with any litigation pursuant to this Agreement and the transactions contemplated hereby. With respect to any
suit, action or proceeding relating to the transactions contemplated hereby, the undersigned irrevocably submit to the jurisdiction of
the United States District Court or, if such court does not have jurisdiction, the New York state courts located in the Borough of Manhattan,
State of New York, which submission shall be exclusive. |
| 7. | Assignment; Entire Agreement; Amendment. |
| 7.1. | Assignment. Any assignment of this Agreement or any right, remedy, obligation or liability arising hereunder by either
the Sponsor or Investor to any person that is not an affiliate of such party shall require the prior written consent of the other party;
provided, that no such consent shall be required for any such assignment by Investor to one or more affiliates thereof. |
| 7.2. | Entire Agreement. This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter
thereof and merges and supersedes all prior discussions, agreements and understandings of any and every nature among them relating to
the subject matter hereof. |
| 7.3. | Amendment. Except as expressly provided in this Agreement, neither this Agreement nor any term hereof may be amended, waived,
discharged or terminated other than by a written instrument signed by the party against whom enforcement of any such amendment, waiver,
discharge or termination is sought. |
| 7.4. | Binding upon Successors. This Agreement shall be binding upon and inure to the benefit of the parties hereto and to their respective
heirs, legal representatives, successors and permitted assigns. |
| 8. | Notices. Unless otherwise provided herein, any notice or other communication to a party hereunder shall be sufficiently given
if in writing and personally delivered or sent by facsimile or other electronic transmission with copy sent in another manner herein provided
or sent by courier (which for all purposes of this Agreement shall include Federal Express or another recognized overnight courier) or
mailed to said party by certified mail, return receipt requested, at its address provided for herein or such other address as either may
designate for itself in such notice to the other. Communications shall be deemed to have been received when delivered personally,
on the scheduled arrival date when sent by next day or 2nd-day courier service, or if sent by facsimile upon receipt of confirmation of
transmittal or, if sent by mail, then three days after deposit in the mail. If given by electronic transmission, such notice shall be
deemed to be delivered (a) if by electronic mail, when directed to an electronic mail address at which the party has provided to
receive notice; and (b) if by any other form of electronic transmission, when directed to such party. |
| 9. | Counterparts. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered
one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party,
it being understood that both parties need not sign the same counterpart. Counterparts may be delivered via facsimile, electronic
mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic
Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered
shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. |
| 10. | Survival; Severability |
| 10.1. | Survival. The representations, warranties, covenants and agreements of the parties hereto shall survive the closing of the
transactions contemplated hereby. |
| 10.2. | Severability. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction
to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision; provided that no
such severability shall be effective if it materially changes the economic benefit of this Agreement to any party. |
| 11. | Headings. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered
in construing or interpreting this Agreement. |
| 12. | Disclosure; Waiver. As soon as practicable, but in no event later
than one business day, after execution of this Agreement, HH&L will file (to the extent that it has not already filed) a Current Report
on Form 8-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), reporting the material terms
of this Agreement. The parties to this Agreement shall cooperate with one another to assure that such disclosure is accurate. HH&L
agrees that the name of the investor shall not be included in any public disclosures related to this Agreement unless required by applicable
law, regulation or stock exchange rule. Investor (i) acknowledges that the Sponsor may possess or have access to material non-public
information which has not been communicated to the Investor; (ii) hereby waives any and all claims, whether at law, in equity or
otherwise, that he, she, or it may now have or may hereafter acquire, whether presently known or unknown, against the Sponsor or any of
HH&L’s officers, directors, employees, agents, affiliates, subsidiaries, successors or assigns relating to any failure to disclose
any non-public information in connection with the transaction contemplated by this Agreement, including any potential business combination
involving HH&L, including without limitation, any claims arising under Rule 10-b(5) of the Exchange Act; and (iii) is
aware that the Sponsor is relying on the truth of the representations set forth in Section 3 of this Agreement and the foregoing
acknowledgement and waiver in this Section 12, in connection with the transactions contemplated by this Agreement. HH&L
shall, by 9:30 a.m., New York City time, on the first business day immediately following the date of the Meeting, issue one or more press
releases or file with the United States Securities and Exchange Commission a Current Report on Form 8-K (collectively, the “Disclosure
Document”) disclosing, to the extent not previously publicly disclosed,
all material terms of the transactions contemplated hereby and any other material, nonpublic information that HH&L has provided to
Investor at any time prior to the filing of the Disclosure Document. Upon the issuance of the Disclosure Document, to HH&L’s
knowledge, Investor shall not be in possession of any material, nonpublic information received from HH&L or any of its officers,
directors or employees. |
| 13. | Independent Nature of Rights and Obligations. Nothing contained herein, and no action taken by any party pursuant hereto, shall
be deemed to constitute Investor and the Sponsor as, and the Sponsor acknowledges that Investor and the Sponsor do not so constitute,
a partnership, an association, a joint venture or any other kind of entity, or create a presumption that Investor and the Sponsor are
in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Agreement or any
matters, and the Sponsor acknowledges that Investor and the Sponsor are not acting in concert or as a group, and the Sponsor shall not
assert any such claim, with respect to such obligations or the transactions contemplated by this Agreement. |
| 14. | Most Favored Nation. In the event the Sponsor or HH&L enter one or more other non-redemption agreements before or after
the execution of this Agreement in connection with the Meeting, the Sponsor and HH&L represent that the terms of such other agreements
are not materially more favorable to such other investors thereunder than the terms of this Agreement are in respect of the Investor.
In the event that another investor is afforded any such more favorable terms than the Investor, the Sponsor shall promptly inform the
Investor of such more favorable terms in writing, and the Investors shall have the right to elect to have such more favorable terms included
herein, in which case the parties hereto shall promptly amend this Agreement to effect the same. |
IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be duly executed as of the date first above written.
|
INVESTOR |
|
|
|
|
|
|
|
By: |
|
|
Name: |
|
Title: |
[Signature Page to Non-Redemption Agreement]
|
COMPANY: |
|
|
|
HH&L Acquisition Co. |
|
|
|
|
|
By: |
|
|
Name: |
Richard Qi Li |
|
Title: |
Chief Executive Officer and Director |
[Signature Page to Non-Redemption Agreement]
|
SPONSOR: |
|
|
|
HH&L Investment Co. |
|
|
|
|
|
By: |
|
|
Name: |
Richard Qi Li |
|
Title: |
Director |
[Signature Page to Non-Redemption Agreement]
Exhibit A
Investor |
Assigned
Securities /
Economic
Interest Assigned |
Number of
Public Shares to
be Held as
Investor Shares |
Address:
SSN/EIN: |
[●] Class B Ordinary Shares |
[●] Class A Ordinary Shares |
EXHIBIT B
FORM OF JOINDER
TO
LETTER AGREEMENT
AND
REGISTRATION RIGHTS AGREEMENT
______, 20_
Reference
is made to that certain Non-Redemption Agreement and Assignment of Economic Interest, dated as of , 2023 (the “Agreement”),
by and among (“Investor”),
HH&L Acquisition Co. (the “Company”) and HH&L Investment Co. (the “Sponsor”), pursuant to
which Investor acquired securities of the Company from the Sponsor. Capitalized terms used and not otherwise defined herein shall have
the meanings given to such terms in the Agreement.
By executing this joinder, Investor hereby
agrees, as of the date first set forth above, that Investor (i) shall become a party to that certain Letter Agreement, dated February 5,
2021, by and among the Company, the Sponsor and the Company’s officers and directors (as it exists on the date of the Agreement,
the “Letter Agreement”), solely with respect to Section 7 of the Letter Agreement, and shall be bound by, and
shall be subject to the restrictions set forth under, the terms and provisions of such section of the Letter Agreement as an Insider (as
defined therein) solely with respect to its Assigned Securities, provided, however, that the Investor shall be permitted to transfer its
Assigned Securities as permitted by the Letter Agreement; and (ii) shall become a party to that certain Registration Rights Agreement,
dated February 5, 2021, by and among the Company and the Sponsor (as it exists on the date of the Agreement, the “Registration
Rights Agreement”), and shall be bound by the terms and provisions of the Registration Rights Agreement as a Holder (as defined
therein) and entitled to the rights of a Holder under the Registration Rights Agreement and the Assigned Securities (together with
any other equity security of the Company issued or issuable with respect to any such Assigned Securities by way of a share dividend or
share subdivision or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization) shall be “Registrable
Securities” thereunder.
This joinder may be executed in two or more counterparts,
and by facsimile, all of which shall be deemed an original and all of which together shall constitute one instrument.
|
[INVESTOR] |
|
|
|
By: |
|
|
Name: |
|
Title: |
ACKNOWLEDGED AND AGREED: |
|
|
|
HH&L Acquisition Co. |
|
|
|
|
|
By: |
|
|
|
Name: Richard Qi Li |
|
|
Title: Chief Executive Officer and Director |
|
v3.23.2
Cover
|
Aug. 03, 2023 |
Document Information [Line Items] |
|
Document Type |
8-K
|
Amendment Flag |
false
|
Document Period End Date |
Aug. 03, 2023
|
Entity File Number |
001-40006
|
Entity Registrant Name |
HH&L
Acquisition Co.
|
Entity Central Index Key |
0001824185
|
Entity Tax Identification Number |
00-0000000
|
Entity Incorporation, State or Country Code |
E9
|
Entity Address, Address Line One |
Suite 2001-2002, 20/F
|
Entity Address, Address Line Two |
York House
|
Entity Address, Address Line Three |
The Landmark, 15 Queen’s Road Central
|
Entity Address, City or Town |
Central
|
Entity Address, Country |
HK
|
Entity Address, Postal Zip Code |
00000
|
City Area Code |
852
|
Local Phone Number |
3752 2870
|
Written Communications |
false
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true
|
Pre-commencement Tender Offer |
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|
Pre-commencement Issuer Tender Offer |
false
|
Entity Emerging Growth Company |
true
|
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false
|
Class A ordinary shares, par value $0.0001 per share [Member] |
|
Document Information [Line Items] |
|
Title of 12(b) Security |
Class A ordinary shares, par value $0.0001 per share
|
Trading Symbol |
HHLA
|
Security Exchange Name |
NYSE
|
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share [Member] |
|
Document Information [Line Items] |
|
Title of 12(b) Security |
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share
|
Trading Symbol |
HHLA WS
|
Security Exchange Name |
NYSE
|
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant [Member] |
|
Document Information [Line Items] |
|
Title of 12(b) Security |
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant
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HHLA.U
|
Security Exchange Name |
NYSE
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