HHLA / HH&L Acquisition Co. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

HH&L Acquisition Co.
US ˙ NYSE ˙ KYG397141030
HINDI NA ACTIVE ANG SIMBONG ITO

Mga Batayang Estadistika
CIK 1824185
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to HH&L Acquisition Co.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
November 14, 2024 SC 13G/A

HHLA / HH&L Acquisition Co. / FIR TREE CAPITAL MANAGEMENT LP Passive Investment

SC 13G/A 1 firtree-hhla093024a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* HH&L Acquisition Co. (Name of Issuer) Class A ordinary shares included as part of the units (Title of Class of Securities) G39714103 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statem

November 12, 2024 SC 13G/A

HHLA / HH&L Acquisition Co. / PERISCOPE CAPITAL INC. - SC 13G/A Passive Investment

SC 13G/A 1 d808103dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* HH&L Acquisition Co (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G39714103 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of this State

October 18, 2024 SC 13G/A

HHLA / HH&L Acquisition Co. / Radcliffe Capital Management, L.P. - SC 13G/A Passive Investment

SC 13G/A 1 tm2426424d3sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 1) HH&L Acquisition Co. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title

February 23, 2024 EX-99.25

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on March 05, 2024, pursuant to the provisions of Rule 12d2-2 (a).

February 14, 2024 SC 13G

HHLA / HH&L Acquisition Co. / FIR TREE CAPITAL MANAGEMENT LP Passive Investment

SC 13G 1 firtree-hhla123123.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* HH&L Acquisition Co. (Name of Issuer) Class A ordinary shares included as part of the units (Title of Class of Securities) G39714103 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Che

February 13, 2024 EX-99.B

Power of Attorney

EX-99.B 3 d777972dex99b.htm EX-99.B Exhibit B Power of Attorney Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations thereunder, the undersigned, in the undersigned capacity as an authorized representative of Mizuho Bank, Ltd., Mizuho Americas LLC and Mizuho Securities USA LLC (collectively, the “Companies”), hereby g

February 13, 2024 EX-99.A

Lists of the relevant subsidiaries Subsidiary Principal business office Classification Mizuho Bank, Ltd 1–5–5, Otemachi, Chiyoda–ku, Tokyo 100–8176, Japan A non-U.S. institution equivalent to Bank Mizuho Americas LLC 1271 Avenue of the Americas, NY,

EX-99.A 2 d777972dex99a.htm EX-99.A Exhibit A Lists of the relevant subsidiaries Subsidiary Principal business office Classification Mizuho Bank, Ltd 1–5–5, Otemachi, Chiyoda–ku, Tokyo 100–8176, Japan A non-U.S. institution equivalent to Bank Mizuho Americas LLC 1271 Avenue of the Americas, NY, NY 10020, USA A parent holding company Mizuho Securities USA LLC 1271 Avenue of the Americas, NY, NY 100

February 13, 2024 SC 13G

HHLA / HH&L Acquisition Co. / MIZUHO FINANCIAL GROUP INC - SC 13G Passive Investment

SC 13G 1 d777972dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* HH&L Acquisition Co. (Name of Issuer) Common Shares (Title of Class of Securities) G39714103 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate

February 12, 2024 SC 13G/A

HHLA / HH&L Acquisition Co. / ARISTEIA CAPITAL LLC Passive Investment

SC 13G/A 1 formhhlacquisitionsc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Under the Securities Exchange Act of 1934 (Amendment No. 2) HH&L Acquisition Co. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G39714103 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filin

February 9, 2024 SC 13G

HHLA / HH&L Acquisition Co. / PERISCOPE CAPITAL INC. - SC 13G Passive Investment

SC 13G 1 d758272dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* HH&L Acquisition Co (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G39714103 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) C

February 9, 2024 SC 13G

HHLA / HH&L Acquisition Co. / K2 PRINCIPAL FUND, L.P. Passive Investment

SC 13G 1 HHLA.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G (Rule 13d-102) Under the Securities Exchange Act of 1934 HH&L Acquisition Co (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G39714103 (CUSIP Number) February 07, 2024 (Date of Event which Requires Filing of this Statement) Check the appropriat

February 8, 2024 SC 13G/A

HHLA / HH&L Acquisition Co. / JPMORGAN CHASE & CO - FILING HH&L ACQUISITION CO. Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 01)* HH&L Acquisition Co. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G39714103 (CUSIP Number) January 31, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriat

February 7, 2024 8-K

Other Events

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): February 7, 2024 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 Fi

February 7, 2024 SC 13G/A

HHLA / HH&L Acquisition Co. / HIGHBRIDGE CAPITAL MANAGEMENT LLC - HH&L ACQUISITION CO. Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.1)* HH&L Acquisition Co. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G39714103 (CUSIP Number) January 31, 2024 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule

February 6, 2024 SC 13G

HHLA / HH&L Acquisition Co. / JPMORGAN CHASE & CO - FILING HH&L ACQUISITION CO. Passive Investment

SC 13G 1 HHLAcquisitionCo.htm FILING HH&L ACQUISITION CO. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* HH&L Acquisition Co. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G39714103 (CUSIP Number) December 29, 2023 (Date of Event Which Requires Fi

January 31, 2024 SC 13G

HHLA / HH&L Acquisition Co. / Harraden Circle Investments, LLC - SC 13G Passive Investment

SC 13G 1 d757518dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* HH&L Acquisition Co. G39714103 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☐ Rule 13d-

January 31, 2024 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 2 d757518dex991.htm EX-99.1 Exhibit 99.1 CUSIP No. G39714103 Page 11 of 11 Pages EXHIBIT 1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Units of HH&L Acquisition Co. dated as of January 31, 2024 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of ea

January 23, 2024 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi

November 20, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to HH&L Acquisition Co. (Exact name

November 14, 2023 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: September 30, 2023 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q ¨ Transition Report

November 3, 2023 RW

HH&L Acquisition Co. Suite 2001-2002, 20/F, York House The Landmark, 15 Queen’s Road Central Central, Hong Kong

HH&L Acquisition Co. Suite 2001-2002, 20/F, York House The Landmark, 15 Queen’s Road Central Central, Hong Kong November 3, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Re: HH&L Acquisition Co. Registration Statement on Form S-4 Filed November 14, 2022 File No. 333-268322 Ladies and Gentleman: Pursuant to Rule 477 under t

September 11, 2023 SC 13G/A

HHLA / HH&L Acquisition Co - Class A / GLAZER CAPITAL, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 HH&L Acquisition Co. (Name of Issuer) Class A ordinary share, $0.0001 par value per share (Title of Class of Securities) G39714103 (CUSIP Number) August 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu

September 7, 2023 SC 13G

HHLA / HH&L Acquisition Co - Class A / HIGHBRIDGE CAPITAL MANAGEMENT LLC - HH&L ACQUISITION CO. Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* HH&L Acquisition Co. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G39714103 (CUSIP Number) August 31, 2023 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pu

August 29, 2023 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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 28, 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 Fil

August 29, 2023 EX-10.1

Amended and Restated Convertible Promissory Note, dated as of August 28, 2023, issued to HH&L Investment Co..

Exhibit 10.1   THIS CONVERTIBLE PROMISSORY NOTE (“NOTE”) AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED

August 14, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to HH&L Acquisition Co. (Exact name of r

August 10, 2023 EX-3.1

Amendment to Second Amended and Restated Memorandum and Articles of Association

Exhibit 3.1 HH&L ACQUISITION CO. (THE “COMPANY”) RESOLUTIONS OF THE SHAREHOLDERS OF THE COMPANY Extension Amendment Proposal It is resolved as a special resolution that the second amended and restated memorandum and articles of association of HH&L Acquisition Co. be amended by deleting Articles 51.7 and 51.8 in their entirety and replacing them with the following: “51.7 In the event that the Compa

August 10, 2023 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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 10, 2023 (August 9, 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

August 9, 2023 EX-10.1

Subscription Agreement dated August 8, 2023 by and among HH&L Investment Co., HH&L Acquisition Co. and Polar Multi-Strategy Master Fund

Exhibit 10.1 SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is made and entered into effectively as of August 8, 2023 (the “Effective Date”), by and among Polar Multi-Strategy Master Fund (the “Investor”), HH&L Acquisition Co., a Cayman Islands exempted company (“SPAC”) and HH&L Investment Co., a Cayman exempted company (“Sponsor”). Investor, SPAC and Sponsor are referred to

August 9, 2023 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 9, 2023 (August 8, 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)

August 8, 2023 SC 13G

HHLA / HH&L Acquisition Co - Class A / Harraden Circle Investments, LLC - SC 13G Passive Investment

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* HH&L Acquisition Co. G39714103 (CUSIP Number) August 3, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☐ Rule 13d-1(b) ☒ Rule 13d-1(c) ☐ Rule 13

August 8, 2023 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 EXHIBIT 1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Units of HH&L Acquisition Co. dated as of August 8, 2023 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under t

August 3, 2023 DEFA14A

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 C

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

August 3, 2023 EX-10.1

Form of Non-Redemption Agreement

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

August 3, 2023 8-K

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 C

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

August 3, 2023 EX-10.1

Form of Non-Redemption Agreement

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

July 31, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi

July 20, 2023 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi

June 30, 2023 8-K

Termination of a Material Definitive Agreement

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): June 30, 2023 (June 26, 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) (

June 12, 2023 SC 13G

HHLA / HH&L Acquisition Co - Class A / GLAZER CAPITAL, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 HH&L Acquisition Co. (Name of Issuer) Class A ordinary share, $0.0001 par value per share (Title of Class of Securities) G39714103 (CUSIP Number) May 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant t

June 8, 2023 EX-10.1

Convertible Promissory Note, dated as of June 7, 2023, issued to HH&L Investment Co..

Exhibit 10.1 THIS CONVERTIBLE PROMISSORY NOTE (“NOTE”) AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR

June 8, 2023 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): June 7, 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 N

May 15, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to HH&L Acquisition Co. (Exact name of

May 10, 2023 8-K

Financial Statements and Exhibits, Other Events

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): May 10, 2023 (May 9, 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) (Com

May 10, 2023 425

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): May 10, 2023 (May 9, 2023) HH&L A

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): May 10, 2023 (May 9, 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) (Com

May 10, 2023 EX-99.1

DiaCarta Receives Accreditation by the College of American Pathologists (CAP)

Exhibit 99.1 DiaCarta Receives Accreditation by the College of American Pathologists (CAP) Pleasanton, California – May 9, 2023 – DiaCarta, Ltd. (“DiaCarta”), a novel molecular diagnostic test developer for cancer and infectious diseases, today announced that it has received accreditation by the College of American Pathologists (CAP) for its CLIA certified lab. This accreditation is awarded to fac

May 10, 2023 EX-99.1

DiaCarta Receives Accreditation by the College of American Pathologists (CAP)

Exhibit 99.1 DiaCarta Receives Accreditation by the College of American Pathologists (CAP) Pleasanton, California – May 9, 2023 – DiaCarta, Ltd. (“DiaCarta”), a novel molecular diagnostic test developer for cancer and infectious diseases, today announced that it has received accreditation by the College of American Pathologists (CAP) for its CLIA certified lab. This accreditation is awarded to fac

May 9, 2023 EX-3.1

Amendment to Second Amended and Restated Memorandum and Articles of Association

Exhibit 3.1 HH&L ACQUISITION CO. (THE “COMPANY”) RESOLUTIONS OF THE SHAREHOLDERS OF THE COMPANY Extension Amendment Proposal t is resolved as a special resolution that the second amended and restated memorandum and articles of association of HH&L Acquisition Co. be amended by deleting Articles 51.7 and 51.8 in their entirety and replacing them with the following: “51.7 In the event that the Compan

May 9, 2023 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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): May 9, 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 Nu

April 18, 2023 8-K

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): April 18, 2023 (April 16, 2023) H

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): April 18, 2023 (April 16, 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)

April 18, 2023 425

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): April 18, 2023 (April 16, 2023) H

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): April 18, 2023 (April 16, 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)

April 18, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6e(2)) ¨ Definitive Proxy Stateme

April 18, 2023 EX-99.1

DiaCarta Announces Five Abstracts Accepted for Presentation at AACR Annual Meeting 2023

Exhibit 99.1 DiaCarta Announces Five Abstracts Accepted for Presentation at AACR Annual Meeting 2023 ● Abstracts demonstrating XNA technology’s improvements to assay sensitivity across different technology platforms and support for use in companion diagnostics (CDx) assay development ● Additional abstracts to further support XNA technology’s potential for use in minimal residual disease (MRD) moni

April 18, 2023 EX-99.1

DiaCarta Announces Five Abstracts Accepted for Presentation at AACR Annual Meeting 2023

Exhibit 99.1 DiaCarta Announces Five Abstracts Accepted for Presentation at AACR Annual Meeting 2023 ● Abstracts demonstrating XNA technology’s improvements to assay sensitivity across different technology platforms and support for use in companion diagnostics (CDx) assay development ● Additional abstracts to further support XNA technology’s potential for use in minimal residual disease (MRD) moni

April 12, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi

April 3, 2023 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi

March 31, 2023 EX-4.5

Description of Securities.*

EXHIBIT 4.5 DESCRIPTION OF SECURITIES The following description of our units, ordinary shares and warrants is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to our second amended and restated memorandum and articles of association, as amended on February 7, 2023, which is incorporated by reference as an exhibit to the Annual Report on For

March 31, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 001-40006 HH&L Acq

March 7, 2023 425

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): March 7, 2023 (March 6, 2023) HH&

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): March 7, 2023 (March 6, 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) (

March 7, 2023 8-K

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): March 7, 2023 (March 6, 2023) HH&

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): March 7, 2023 (March 6, 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) (

March 6, 2023 8-K

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): March 6, 2023 HH&L Acquisition Co

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): March 6, 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

March 6, 2023 EX-10.1

Convertible Promissory Note, dated as of March 6, 2023, issued to HH&L Investment Co..

Exhibit 10.1 THIS CONVERTIBLE PROMISSORY NOTE (“NOTE”) AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR

March 2, 2023 8-K

Financial Statements and Exhibits, Other Events

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): March 2, 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

March 2, 2023 425

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): March 2, 2023 HH&L Acquisition Co

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): March 2, 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

February 16, 2023 SC 13G

HHLA / HH&L Acquisition Co. / Radcliffe Capital Management, L.P. - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. ) HH&L Acquisition Co. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G39714103 (CUSIP Nu

February 14, 2023 EX-99.3

JOINT FILING AGREEMENT

EX-99.3 4 tm235349d6ex3.htm EXHIBIT 3 Exhibit 3 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A

February 14, 2023 SC 13G/A

HHLA / HH&L Acquisition Co. / D. E. SHAW & CO, L.P. - SC 13G/A Passive Investment

SC 13G/A 1 tm235349d6sc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 2) Under the Securities Exchange Act of 1934 HH&L Acquisition Co. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G39714103 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check t

February 14, 2023 EX-99.2

POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940

EX-99.2 3 tm235349d6ex2.htm EXHIBIT 2 Exhibit 2 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. Shaw, hereby make, constitute, and appoint each of: Edward Fishman, Julius Gaudio, Martin Lebwohl, Maximilian Stone, David Sweet, Nathan Thomas, and Eric Wepsic, acting individually,

February 14, 2023 SC 13G/A

HHLA / HH&L Acquisition Co. / MARSHALL WACE, LLP - HH&L ACQUISITION CO. Passive Investment

SC 13G/A 1 p23-0399sc13ga.htm HH&L ACQUISITION CO. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* HH&L Acquisition Co. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G39714103 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this State

February 14, 2023 EX-99.1

POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940

EX-99.1 2 tm235349d6ex1.htm EXHIBIT 1 Exhibit 1 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. Shaw, hereby make, constitute, and appoint each of: Edward Fishman, Julius Gaudio, Martin Lebwohl, Maximilian Stone, David Sweet, Nathan Thomas, and Eric Wepsic, acting individually,

February 13, 2023 SC 13G/A

HHLA / HH&L Acquisition Co. / ARISTEIA CAPITAL LLC Passive Investment

SC 13G/A 1 sc13gahhlacquisition.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1) HH&L Acquisition Co. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G39714103 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement

February 9, 2023 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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): February 9, 2023 (February 7, 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 incorporat

February 9, 2023 EX-10.1

Amended and Restated Investment Management Trust Agreement, dated February 7, 2023, between the Company and Continental Stock Transfer & Trust Company, as trustee

Exhibit 10.1 HH&L ACQUISITION CO. (THE “COMPANY”) RESOLUTIONS OF THE SHAREHOLDERS OF THE COMPANY Extension Amendment Proposal It is resolved as a special resolution that the second amended and restated memorandum and articles of association of HH&L Acquisition Co. be amended by deleting Articles 51.7 and 51.8 in their entirety and replacing them with the following: “51.7 In the event that the Comp

February 9, 2023 EX-3.1

Amendment to Second Amended and Restated Memorandum and Articles of Association

Exhibit 3.1 AMENDED AND RESTATED INVESTMENT MANAGEMENT TRUST AGREEMENT This Amended and Restated Investment Management Trust Agreement (this “Agreement”) is made effective as of February 7, 2023 by and between HH&L Acquisition Co., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”), and amends and restates in it

January 23, 2023 EX-10.21

Third Amendment to the Development and Supply Agreement, effective as of September 26, 2022, between Luminex Corporation and DiaCarta, Inc.

Exhibit 10.21 THIRD AMENDMENT TO THE DEVELOPMENT AND SUPPLY AGREEMENT This Third Amendment to Development and Supply Agreement (“Third Amendment”), effective as of September 26, 2022 (the “Third Amendment Effective Date”), is entered into between Luminex Corporation, a Delaware corporation with principal offices at 12212 Technology Boulevard, Austin, Texas 78727 (“Luminex”), and DiaCarta Inc., a C

January 23, 2023 EX-10.20

Second amended and restated Development and Supply Agreement, effective as of June 30, 2018, by and between Luminex Corporation and DiaCarta, Inc.

Exhibit 10.20 *** Certain information in this document has been excluded pursuant to Regulation S-K, item 601(b)(10). Such excluded information is not material and is information that the company treats as private or confidential. Such omitted information is indicated by brackets “[***]”) in this exhibit. *** EXECUTION COPY DEVELOPMENT AND SUPPLY AGREEMENT (for Assay Products and Testing Services)

January 23, 2023 S-4/A

As filed with the United States Securities and Exchange Commission on January 23, 2023

S-4/A 1 tm2228773-8s4a.htm S-4/A TABLE OF CONTENTS As filed with the United States Securities and Exchange Commission on January 23, 2023 Registration No. 333-268322 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HH&L Acquisition Co.* (Exact Name of Registrant as Specified in its Charter) C

January 20, 2023 EX-2.1

First Amendment to Business Combination Agreement, dated as of January 20, 2023, by and among the Company, Diamond Merger Sub, Inc. and DiaCarta, Ltd. (Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No. 001-40006), filed with the SEC on January 20, 2023)

Exhibit 2.1 FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENT THIS FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENT (this “Amendment”), dated as of January 20, 2023, is made and entered into by and among HH&L Acquisition Co., a Cayman Islands exempted company limited by shares (which shall migrate to and domesticate as a Delaware corporation prior to the Effective Time) (“SPAC”), Diamond Merger S

January 20, 2023 EX-2.1

First Amendment to Business Combination Agreement, dated as of January 20, 2023, by and among the Registrant, Diamond Merger Sub, Inc., and DiaCarta, Ltd. (included as Annex B to the proxy statement / prospectus).

Exhibit 2.1 FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENT THIS FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENT (this “Amendment”), dated as of January 20, 2023, is made and entered into by and among HH&L Acquisition Co., a Cayman Islands exempted company limited by shares (which shall migrate to and domesticate as a Delaware corporation prior to the Effective Time) (“SPAC”), Diamond Merger S

January 20, 2023 425

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): January 20, 2023 HH&L Acquisition

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): January 20, 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 Fi

January 20, 2023 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): January 20, 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 Fi

January 17, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi

January 13, 2023 425

Filed by HH&L Acquisition Co.

Filed by HH&L Acquisition Co. pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: HH&L Acquisition Co. (SEC File Nos.: 001-40006) Date: January 13, 2023 The information contained in the following article is an English translation of an article partially written in Chinese.

January 12, 2023 8-K

Financial Statements and Exhibits, Other Events

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): January 12, 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 Fi

January 12, 2023 EX-99.1

DiaCarta Receives U.S. FDA Emergency Use Authorization for its Monkeypox Test Kit

Exhibit 99.1 DiaCarta Receives U.S. FDA Emergency Use Authorization for its Monkeypox Test Kit Pleasanton, California – Jan. 12, 2023 – DiaCarta, Ltd. (“Diacarta”), a precision molecular diagnostics company, today announced that the U.S. Food and Drug Administration (FDA) granted Emergency Use Authorization (EUA) for its QuantiVirusTM MPXV test, which is a PCR test for the qualitative detection of

January 12, 2023 EX-99.1

DiaCarta Receives U.S. FDA Emergency Use Authorization for its Monkeypox Test Kit

Exhibit 99.1 DiaCarta Receives U.S. FDA Emergency Use Authorization for its Monkeypox Test Kit Pleasanton, California – Jan. 12, 2023 – DiaCarta, Ltd. (“Diacarta”), a precision molecular diagnostics company, today announced that the U.S. Food and Drug Administration (FDA) granted Emergency Use Authorization (EUA) for its QuantiVirusTM MPXV test, which is a PCR test for the qualitative detection of

January 12, 2023 425

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): January 12, 2023 HH&L Acquisition

425 1 tm233140d18k.htm 425 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): January 12, 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 in

January 5, 2023 8-K

Financial Statements and Exhibits, Other Events

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): January 5, 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 Fil

January 5, 2023 425

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): January 5, 2023 HH&L Acquisition

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): January 5, 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 Fil

January 5, 2023 EX-99.1

DiaCarta Announces Successful Completion of Oncuria® Validation Study with Nonagen Bioscience

Exhibit 99.1 PRESS RELEASE DiaCarta Announces Successful Completion of Oncuria? Validation Study with Nonagen Bioscience DiaCarta Starts to Receive Samples for Oncuria? Bladder Cancer Test at its CLIA Lab PLEASANTON, CA and LOS ANGELES, CA?January 5, 2023?DiaCarta, Ltd. (?DiaCarta?), a precision molecular diagnostics company, and Nonagen Bioscience Corporation (?Nonagen?), a cancer diagnostics com

January 5, 2023 EX-99.1

DiaCarta Announces Successful Completion of Oncuria® Validation Study with Nonagen Bioscience

Exhibit 99.1 PRESS RELEASE DiaCarta Announces Successful Completion of Oncuria? Validation Study with Nonagen Bioscience DiaCarta Starts to Receive Samples for Oncuria? Bladder Cancer Test at its CLIA Lab PLEASANTON, CA and LOS ANGELES, CA?January 5, 2023?DiaCarta, Ltd. (?DiaCarta?), a precision molecular diagnostics company, and Nonagen Bioscience Corporation (?Nonagen?), a cancer diagnostics com

January 3, 2023 PRER14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Amendment No. 1 to Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? SCHEDULE 14A ? Amendment No. 1 to Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential, for Use of the Commission Only (as permitted by

December 30, 2022 EX-10.17

Laboratory and Office Lease, made as of May 26, 2021 by and between Britannia Property Owner, LLC and DiaCarta, Inc.

EX-10.17 2 hhla-20220630xex10d17.htm EXHIBIT 10.17 Exhibit 10.17

December 30, 2022 EX-10.25

Form of Loan Agreement between Nanjing DiYang Medical Laboratory Co., LTD as Borrower and Nanjing Diji Biotech Co., Ltd as Lender. (English translation)

EX-10.25 8 hhla-20220630xex10d25.htm EXHIBIT 10.25 Confidentiality Exhibit 10.25 Nanjing Diyang Medical Laboratory Co., LTD (as Borrower) with Nanjing Diji Biotech Co. LTD (as Lender) Loan Agreement Dated: [•] Confidentiality Loan Agreement This Loan Agreement (hereinafter referred to as “This Agreement”) is executed by the following parties in [•] on [•]. 1. Nanjing Diyang Medical Laboratory Co.,

December 30, 2022 CORRESP

* * * * * *

CORRESP 1 filename1.htm December 30, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services 100 F Street, NE Washington, D.C. 20549 Attn: Margaret Schwartz Celeste Murphy Re: HH&L Acquisition Co. Preliminary Proxy on Schedule 14A Filed December 23, 2022 File No. 001-40006 Dear Ms. Schwartz and Ms. Murphy: On be

December 30, 2022 EX-10.24

Exclusive Consulting and Service Agreement, Supplementary Agreement dated January 1, 2022 between Nanjing Diji Biotech Co., Ltd and Nanjing DiYang Medical Laboratory Co., Ltd. (English translation)

EX-10.24 7 hhla-20220630xex10d24.htm EXHIBIT 10.24 Exhibit 10.24 Exclusive Consulting and Service Agreement Supplementary Agreement This Supplementary Agreement (the “Agreement”) is made and executed on January 1st, 2022 in Shanghai, China by the following parties (the “Parties”) : Party A: Nanjing Diji Biotech Co., LTD. Address: 20F, Building B, Phase I, Ecological Life Science Industrial Park, N

December 30, 2022 EX-10.22

Consulting and Rent Sharing Agreement dated December 21, 2021 between Nanjing DiYang Medical Laboratory Co., Ltd and Nanjing Diji Biotech Co., Ltd. (English translation)

EX-10.22 5 hhla-20220630xex10d22.htm EXHIBIT 10.22 Exhibit 10.22 Consulting Service and Rental Sharing Agreement This consultation and service agreement (hereinafter referred to as “this agreement”) by the following (hereinafter referred to as the “parties to the agreement”) on December 31st, 2021, signed in Nanjing, China Party A: Nanjing Diyang Medical Laboratory Co., LTD., Address: 2005-2010, B

December 30, 2022 S-4/A

As filed with the United States Securities and Exchange Commission on December 30, 2022

Table of Contents As filed with the United States Securities and Exchange Commission on December 30, 2022 Registration No.

December 30, 2022 EX-10.19

DiaCarta Clinical Testing & Distribution Agreement, made April 27, 2022 by and between Nonagen Bioscience Corporation and DiaCarta, Inc.

Exhibit 10.19 2019 Di)a)C)ar t)a, I nc. All rights reserved. e DIACARTA CLINICAL TESTING & DISTRIBUTION AGREEMENT Nonagen Bioscience Corporation Date Prepared DiaCarta, Inc. Nonagen Bioscience Corporation A pril 26 , 202 2 4385 Hopy)ard Rd, Ste 100 Ple)as)a nto n, )CA 94588 United St)ates P: +1 510 - 878 - 6662 F: + 1 510 - 735 - 8636 E: inform)ation@di)ac)art)a.com 3680 Wilshire Blvd Ste P04 - 13

December 30, 2022 EX-10.23

Exclusive Consulting and Services Agreement dated October 26, 2021 between Nanjing Diji Biotech Co., Ltd and Nanjing DiYang Medical Laboratory Co., Ltd. (English translation)

EX-10.23 6 hhla-20220630xex10d23.htm EXHIBIT 10.23 Exhibit 10.23 Exclusive Consulting and Service Agreement This exclusive Consulting and Service Agreement (the "Agreement") is made and executed by and between the following parties (the "Parties") on October 26th, 2021 in Shanghai, China. Party A:Nanjing Diji Biotech Co., LTD. Address:20F, Building B, Phase I, Ecological Life Science Industrial Pa

December 30, 2022 EX-10.18

Manufacture Site Lease Agreement dated July 21, 2022 between Nanjing Dizhun and Nanjing Biomedical Valley Construction Development Co., Ltd. (English translation)

EX-10.18 3 hhla-20220630xex10d18.htm EXHIBIT 10.18 Exhibit 10.18 Contract No. : 2022-106 Manufacture Site Leasing Agreement Lessor (Party A): Nanjing Biotech and Pharmaceutical Valley Construction and Development Co., LTD Lessee (Party B): Nanjing Dizhun Biotech Co., LTD In accordance with the provisions of the Civil Code of the People's Republic of China and the relevant laws and regulations, and

December 23, 2022 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

PRE 14A 1 tm2232342-1pre14a.htm PRE 14A TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (

November 14, 2022 EX-99.4

Consent of Paul Okunieff

EX-99.4 7 hhla-20211231xex99d4.htm EXHIBIT-99.4 Exhibit 99.4 Consent to be Named as a Director Nominee In connection with the filing by HH&L Acquisition Co. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Regi

November 14, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to HH&L Acquisition Co. (Exact name

November 14, 2022 EX-21.1

List of Subsidiaries of the Registrant.

Exhibit 21.1 SUBSIDIARIES OF HH&L Acquisition Co. Name of Subsidiary Jurisdiction of Organization Diamond Merger Sub Inc. Delaware ?

November 14, 2022 EX-99.5

Consent of Kenneth Hitchner

EX-99.5 8 hhla-20211231xex99d5.htm EXHIBIT-99.5 Exhibit 99.5 Consent to be Named as a Director Nominee In connection with the filing by HH&L Acquisition Co. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Regi

November 14, 2022 EX-99.2

Consent of Dr. Aiguo (Adam) Zhang

Exhibit 99.2 Consent to be Named as a Director Nominee In connection with the filing by HH&L Acquisition Co. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all amendments an

November 14, 2022 S-4

As filed with the United States Securities and Exchange Commission on November 10, 2022

Table of Contents As filed with the United States Securities and Exchange Commission on November 10, 2022 Registration No.

November 14, 2022 EX-FILING FEES

Calculation of Filing Fee Table

EX-FILING FEES 9 hhla-20211231xexfilingfees.htm EX-FILING FEES Exhibit 107 CALCULATION OF FILING FEE TABLES Form S-4 (Form Type) HH&L Acquisition Co. (Exact Name of Registrant as Specified in its Charter) Table 1 Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Being Registered(1) Proposed Maximum Offering Price Per Security Maximum Aggreg

November 14, 2022 EX-99.3

Consent of Jack Kaye

EX-99.3 6 hhla-20211231xex99d3.htm EXHIBIT-99.3 Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by HH&L Acquisition Co. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Regi

October 19, 2022 425

DiaCarta to Become a Publicly Listed Company Through Merger with HH&L Acquisition Co.

Filed by HH&L Acquisition Co. pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: HH&L Acquisition Co. (SEC File No.: 001-40006) Date: October 19, 2022 The information contained in the following article is an English translation of a Chinese article originally published on

October 14, 2022 EX-10.1

SPAC Holders Support Agreement, dated as of October 14, 2022, by and among HH&L Acquisition Co., HH&L Investment Co. and DiaCarta, Ltd and certain shareholders of HH&L Acquisition Co.

Exhibit 10.1 SPAC HOLDERS SUPPORT AGREEMENT This SPAC Holders Support Agreement (this ?Agreement?) is dated as of October 14, 2022, by and among the Persons set forth on Exhibit A hereto (each, a ?Shareholder? and, collectively, the ?Shareholders?), HH&L Acquisition Co., a Cayman Islands exempted company limited by shares (?SPAC?), and DiaCarta, Ltd., a Cayman Islands exempted company limited by s

October 14, 2022 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): October 14, 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 Fi

October 14, 2022 EX-10.1

SPAC Holders Support Agreement, dated as of October 14, 2022, by and among HH&L Acquisition Co., HH&L Investment Co. and DiaCarta, Ltd and certain shareholders of HH&L Acquisition Co.

Exhibit 10.1 SPAC HOLDERS SUPPORT AGREEMENT This SPAC Holders Support Agreement (this ?Agreement?) is dated as of October 14, 2022, by and among the Persons set forth on Exhibit A hereto (each, a ?Shareholder? and, collectively, the ?Shareholders?), HH&L Acquisition Co., a Cayman Islands exempted company limited by shares (?SPAC?), and DiaCarta, Ltd., a Cayman Islands exempted company limited by s

October 14, 2022 EX-10.2

Company Holders Support Agreement, dated as of October 14, 2022, by and among HH&L Acquisition Co., DiaCarta, Ltd. and certain shareholders of DiaCarta, Ltd.

Exhibit 10.2 COMPANY HOLDERS SUPPORT AGREEMENT This Company Holders Support Agreement (this ?Agreement?) is dated as of October 14, 2022, by and among HH&L Acquisition Co., a Cayman Islands exempted company limited by shares (?SPAC?), the Persons set forth on Schedule I hereto (each, a ?Company Shareholder? and, collectively, the ?Company Shareholders?), and DiaCarta, Ltd., a Cayman Islands exempt

October 14, 2022 EX-99.1

DiaCarta to Become a Publicly Listed Company Through Merger with HH&L Acquisition Co.

Exhibit 99.1 DiaCarta to Become a Publicly Listed Company Through Merger with HH&L Acquisition Co. Pleasanton, CA and Hong Kong ? 10/14/2022 ? DiaCarta, Ltd. (?DiaCarta? or the ?Company?), a precision molecular diagnostics company and developer of novel oncology and infectious disease tests, and HH&L Acquisition Co. (NYSE: HHLA.U, HHLA, HHLA WS) (?HH&L?), a publicly traded special purpose acquisit

October 14, 2022 EX-10.4

Form of Registration Rights Agreement by and among DiaCarta, Inc., DiaCarta Holdings, Inc., HH&L Investment Co. and certain other parties thereto.

EXHIBIT 10.4 ? FORM OF REGISTRATION RIGHTS AGREEMENT ? This Registration Rights Agreement (this ?Agreement?) is entered into as of [?], 2022, by and among: ? (i) DiaCarta, Inc., a Delaware corporation (?Domesticated SPAC?); (ii) DiaCarta Holdings, Inc., a Delaware Corporation (?Domesticated Company?); (iii) HH&L Investment Co., a Cayman Islands exempted company (?Sponsor?); ? (iv) certain equityho

October 14, 2022 425

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): October 14, 2022 HH&L Acquisition

425 1 tm2228075d18k.htm 425 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): October 14, 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 i

October 14, 2022 EX-2.1

Business Combination Agreement, dated as of October 14, 2022, by and among HH&L Acquisition Co., Diamond Merger Sub Inc. and DiaCarta, Ltd.

Exhibit 2.1 BUSINESS COMBINATION AGREEMENT by and among HH&L ACQUISITION CO., DIAMOND MERGER SUB INC., and DIACARTA, LTD. dated as of October 14, 2022 TABLE OF CONTENTS Page Article I CERTAIN DEFINITIONS 3 1.1. Definitions 3 1.2. Construction 19 1.3. Knowledge 19 Article II THE SPAC DOMESTICATION; THE COMPANY DOMESTICATION; THE MERGER; CLOSING 20 2.1. The SPAC Domestication 20 2.2. The Company Dom

October 14, 2022 EX-10.4

Form of Registration Rights Agreement by and among DiaCarta, Inc., DiaCarta Holdings, Inc., HH&L Investment Co. and certain other parties thereto.

EXHIBIT 10.4 ? FORM OF REGISTRATION RIGHTS AGREEMENT ? This Registration Rights Agreement (this ?Agreement?) is entered into as of [?], 2022, by and among: ? (i) DiaCarta, Inc., a Delaware corporation (?Domesticated SPAC?); (ii) DiaCarta Holdings, Inc., a Delaware Corporation (?Domesticated Company?); (iii) HH&L Investment Co., a Cayman Islands exempted company (?Sponsor?); ? (iv) certain equityho

October 14, 2022 EX-10.2

Company Holders Support Agreement, dated as of October 14, 2022, by and among HH&L Acquisition Co., DiaCarta, Ltd. and certain shareholders of DiaCarta, Ltd.

Exhibit 10.2 COMPANY HOLDERS SUPPORT AGREEMENT This Company Holders Support Agreement (this ?Agreement?) is dated as of October 14, 2022, by and among HH&L Acquisition Co., a Cayman Islands exempted company limited by shares (?SPAC?), the Persons set forth on Schedule I hereto (each, a ?Company Shareholder? and, collectively, the ?Company Shareholders?), and DiaCarta, Ltd., a Cayman Islands exempt

October 14, 2022 EX-10.3

Form of Lock-Up Agreement by and among DiaCarta, Inc., HH&L Investment Co. and certain other parties thereto.

EXHIBIT 10.3 ? FORM OF LOCK-UP AGREEMENT This Lock-Up Agreement (this ?Agreement?) is made and entered into as of [?], 2022 by and among DiaCarta, Inc., a Delaware corporation (the ?Domesticated SPAC?) and each of HH&L Investment Co., a Cayman Islands exempted company (?Sponsor?), certain holders of securities of Domesticated SPAC, set forth on Schedule I hereto (such securityholders the ?Sponsor

October 14, 2022 EX-10.3

Form of Lock-Up Agreement by and among DiaCarta, Inc., HH&L Investment Co. and certain other parties thereto.

EXHIBIT 10.3 ? FORM OF LOCK-UP AGREEMENT This Lock-Up Agreement (this ?Agreement?) is made and entered into as of [?], 2022 by and among DiaCarta, Inc., a Delaware corporation (the ?Domesticated SPAC?) and each of HH&L Investment Co., a Cayman Islands exempted company (?Sponsor?), certain holders of securities of Domesticated SPAC, set forth on Schedule I hereto (such securityholders the ?Sponsor

October 14, 2022 EX-10.5

Sponsor Shares Forfeiture Agreement, dated as of October 14, 2022, by and among HH&L Investment Co., HH&L Acquisition Co. and DiaCarta, Ltd.

Exhibit 10.5 SPONSOR SHARES FORFEITURE AGREEMENT This Sponsor Shares Forfeiture Agreement (this ?Agreement?) is entered into as of October 14, 2022, by and among HH&L Investment Co., a Cayman Islands exempted company limited by shares (the ?Sponsor?), HH&L Acquisition Co., a Cayman Islands exempted company limited by shares (?SPAC?), and DiaCarta, Ltd., a Cayman Islands exempted company limited by

October 14, 2022 EX-99.2

DETECTION, TREATMENT AND MONITORING OF CANCER AND INFECTIOUS DISEASES 1 Proprietary and Highly Confidential – Not for Distribution HH&L Acquisition Co . Investor Presentation October 2022

Exhibit 99.2 DETECTION, TREATMENT AND MONITORING OF CANCER AND INFECTIOUS DISEASES 1 Proprietary and Highly Confidential ? Not for Distribution HH&L Acquisition Co . Investor Presentation October 2022 TODAY?S PRESENTERS Aiguo Zhang, Ph.D. President and CEO, Founder HH&L Acquisition Co. DiaCarta ??? ?? ?? Kenneth W. Hitchner Chairman Richard Qi Li Chief Executive Officer Paul Okunieff, M.D. CMO and

October 14, 2022 EX-10.5

Sponsor Shares Forfeiture Agreement, dated as of October 14, 2022, by and among HH&L Investment Co., HH&L Acquisition Co. and DiaCarta, Ltd.

Exhibit 10.5 SPONSOR SHARES FORFEITURE AGREEMENT This Sponsor Shares Forfeiture Agreement (this ?Agreement?) is entered into as of October 14, 2022, by and among HH&L Investment Co., a Cayman Islands exempted company limited by shares (the ?Sponsor?), HH&L Acquisition Co., a Cayman Islands exempted company limited by shares (?SPAC?), and DiaCarta, Ltd., a Cayman Islands exempted company limited by

October 14, 2022 EX-99.1

DiaCarta to Become a Publicly Listed Company Through Merger with HH&L Acquisition Co.

Exhibit 99.1 DiaCarta to Become a Publicly Listed Company Through Merger with HH&L Acquisition Co. Pleasanton, CA and Hong Kong ? 10/14/2022 ? DiaCarta, Ltd. (?DiaCarta? or the ?Company?), a precision molecular diagnostics company and developer of novel oncology and infectious disease tests, and HH&L Acquisition Co. (NYSE: HHLA.U, HHLA, HHLA WS) (?HH&L?), a publicly traded special purpose acquisit

October 14, 2022 EX-99.2

DETECTION, TREATMENT AND MONITORING OF CANCER AND INFECTIOUS DISEASES 1 Proprietary and Highly Confidential – Not for Distribution HH&L Acquisition Co . Investor Presentation October 2022

Exhibit 99.2 DETECTION, TREATMENT AND MONITORING OF CANCER AND INFECTIOUS DISEASES 1 Proprietary and Highly Confidential ? Not for Distribution HH&L Acquisition Co . Investor Presentation October 2022 TODAY?S PRESENTERS Aiguo Zhang, Ph.D. President and CEO, Founder HH&L Acquisition Co. DiaCarta ??? ?? ?? Kenneth W. Hitchner Chairman Richard Qi Li Chief Executive Officer Paul Okunieff, M.D. CMO and

October 14, 2022 EX-2.1

Business Combination Agreement, dated as of October 14, 2022, by and among HH&L Acquisition Co., Diamond Merger Sub Inc. and DiaCarta, Ltd.

Exhibit 2.1 BUSINESS COMBINATION AGREEMENT by and among HH&L ACQUISITION CO., DIAMOND MERGER SUB INC., and DIACARTA, LTD. dated as of October 14, 2022 TABLE OF CONTENTS Page Article I CERTAIN DEFINITIONS 3 1.1. Definitions 3 1.2. Construction 19 1.3. Knowledge 19 Article II THE SPAC DOMESTICATION; THE COMPANY DOMESTICATION; THE MERGER; CLOSING 20 2.1. The SPAC Domestication 20 2.2. The Company Dom

September 15, 2022 EX-10.1

Convertible Promissory Note, dated as of September 15, 2022, issued to HH&L Investment Co. (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 001-40006), filed with the SEC on September 15, 2022).

Exhibit 10.1 THIS CONVERTIBLE PROMISSORY NOTE (?NOTE?) AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?) OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR

September 15, 2022 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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

August 11, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to HH&L Acquisition Co. (Exact name of r

May 13, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 30, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

March 30, 2022 EX-4.5

Description of Securities.*

EX-4.5 2 hhla-20211231xex4d5.htm EX-4.5 EXHIBIT 4.5 DESCRIPTION OF SECURITIES The following description of our units, ordinary shares and warrants is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to our amended and restated memorandum and articles of association, which is incorporated by reference as an exhibit to the Annual Report on Fo

March 3, 2022 EX-99.1

HH&L ACQUISITION CO.

Exhibit 99.1 HH&L ACQUISITION CO. Report of Independent Registered Public Accounting Firm F-2 Balance Sheet (As Restated) F-3 Notes to Financial Statement (As Restated) F-4 Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of HH&L Acquisition Co. Opinion on the Financial Statement We have audited the accompanying balance sheet of HH&L Acquisitio

March 3, 2022 8-K/A

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) February 9, 2021 HH&L Acquisition Co. (Exact name of registrant as specified in its charter) Cayman Islands 001-40006 N/A (State or other jurisdiction of incorporat

February 14, 2022 SC 13G/A

HHLA / HH&L Acquisition Co. / D. E. SHAW & CO, L.P. - SC 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1) Under the Securities Exchange Act of 1934 HH&L Acquisition Co. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G39714103 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the following box to designate the rule pu

February 14, 2022 EX-99.1

POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940

Exhibit 1 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E.

February 14, 2022 EX-99.2

POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940

EX-99.2 3 tm225573d15ex2.htm EXHIBIT 2 Exhibit 2 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. Shaw, hereby make, constitute, and appoint each of: Edward Fishman, Julius Gaudio, Martin Lebwohl, Maximilian Stone, David Sweet, Nathan Thomas, and Eric Wepsic, acting individually,

February 14, 2022 SC 13G

HHLA / HH&L Acquisition Co. / MARSHALL WACE, LLP - HH&L ACQUISITION CO. Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* HH&L Acquisition Co. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G39714103 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule

February 14, 2022 SC 13G

HHLA / HH&L Acquisition Co. / ARISTEIA CAPITAL LLC - SC 13G Passive Investment

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. *) HH&L Acquisition Co. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G39714103 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box t

February 14, 2022 EX-99.3

JOINT FILING AGREEMENT

Exhibit 3 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A ordinary shares, par value $0.

February 11, 2022 EX-99.1

Joint Filing Agreement (filed herewith).

EXHIBIT 99.1 JOINT FILING AGREEMENT February 11, 2022 Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the ?Exchange Act?), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation there

February 11, 2022 SC 13G/A

HHLA / HH&L Acquisition Co. / RP Investment Advisors LP - AMENDMENT NO. 1 TO SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* HH&L Acquisition Co. (Name of Issuer) Class A ordinary shares, $0.0001 par value (Title of Class of Securities) G39714103 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the

February 11, 2022 SC 13G

HHLA / HH&L Acquisition Co. / HH&L Investment Co. - SC 13G Passive Investment

SC 13G 1 tm225956d1sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 HH&L ACQUISITION CO. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Titles of Class of Securities) G39714103 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statemen

December 27, 2021 EX-99.1

POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940

EX-99.1 2 tm2136157d1ex1.htm EXHIBIT 1 Exhibit 1 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. Shaw, hereby make, constitute, and appoint each of: Edward Fishman, Julius Gaudio, Martin Lebwohl, Maximilian Stone, David Sweet, Nathan Thomas, and Eric Wepsic, acting individually,

December 27, 2021 EX-99.2

POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940

EX-99.2 3 tm2136157d1ex2.htm EXHIBIT 2 Exhibit 2 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. Shaw, hereby make, constitute, and appoint each of: Edward Fishman, Julius Gaudio, Martin Lebwohl, Maximilian Stone, David Sweet, Nathan Thomas, and Eric Wepsic, acting individually,

December 27, 2021 EX-99.3

JOINT FILING AGREEMENT

EX-99.3 4 tm2136157d1ex3.htm EXHIBIT 3 Exhibit 3 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A

December 27, 2021 SC 13G

HHLA / HH&L Acquisition Co. / D. E. SHAW & CO, L.P. - SC 13G Passive Investment

SC 13G 1 tm2136157d1sc13g.htm SC 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 HH&L Acquisition Co. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G39714103 (CUSIP Number) December 15, 2021 (Date of Event Which Requires Filing of this Statement) Check the following box to de

December 20, 2021 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to HH&L Acquisiti

December 2, 2021 8-K

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

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): December 2, 2021 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 Fi

November 12, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to HH&L Acquisition Co. (Exact name

August 5, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

May 24, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to HH&L Acquisition Co. (Exact name of

May 24, 2021 EX-10.1

Joinder Agreement, dated May 19, 2021, by and between the Company and Derek Nelsen Sulger.

Exhibit 10.1 JOINDER AGREEMENT May 19, 2021 By executing this joinder, each of the undersigned hereby agrees, as of the date first set forth above, that such undersigned (i) shall become a party to that certain Letter Agreement, dated February 5, 2021 (as may be amended or restated from time to time, the ?Letter Agreement?), by and among HH&L Acquisition Co. (the ?Company?), HH&L Investment Co (th

May 17, 2021 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

NT 10-Q 1 tm2114945d2nt10q.htm NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 001-40006 (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: March 31, 2021 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report

March 26, 2021 EX-99.1

HH&L Acquisition Co. Announces the Separate Trading of its Class A Ordinary Shares and Warrants Commencing March 29, 2021

EX-99.1 2 tm2111029d1ex99-1.htm EX-99.1 Exhibit 99.1 HH&L Acquisition Co. Announces the Separate Trading of its Class A Ordinary Shares and Warrants Commencing March 29, 2021 Hong Kong – March 26, 2021 – HH&L Acquisition Co. (the “Company”) announced today that, commencing March 29, 2021, holders of the units sold in the Company’s initial public offering of 41,400,000 units, completed on February

March 26, 2021 8-K

Financial Statements and Exhibits, Other Events

8-K 1 tm2111029d18k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): March 26, 2021 HH&L Acquisition Co. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-40006 N/A (State or other jurisdiction of incor

February 18, 2021 SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* HH&L Acquisition Co.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* HH&L Acquisition Co. (Name of Issuer) Class A ordinary shares, $0.0001 par value (Title of Class of Securities) G39714111 (CUSIP Number) February 10, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the r

February 18, 2021 EX-99.1

Joint Filing Agreement (filed herewith).

EX-99.1 2 ea135973ex99-1hhandl.htm JOINT FILING AGREEMENT EXHIBIT 99.1 JOINT FILING AGREEMENT February 18, 2021 Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Sect

February 16, 2021 EX-99.1

HH&L ACQUISITION CO.

EX-99.1 2 tm216858d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 HH&L ACQUISITION CO. Report of Independent Registered Public Accounting Firm F-2 Balance Sheet F-3 Notes to Financial Statement F-4 Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of HH&L Acquisition Co. Opinion on the Financial Statement We have audited the accompanying balance sheet of

February 16, 2021 8-K

Other Events

8-K 1 tm216858d18k.htm FORM 8-K 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) February 9, 2021 HH&L Acquisition Co. (Exact name of registrant as specified in its charter) Cayman Islands 001-40006 N/A (State or other jurisdiction o

February 9, 2021 EX-10.10

Indemnity Agreement, dated February 5, 2021, by and between the Company and Qingjun Jin.

EX-10.10 14 tm215675d1ex10-10.htm EXHIBIT 10.10 Exhibit 10.10 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of February 4, 2021, by and between HH&L ACQUISITION CO., a Cayman Islands exempted company (the “Company”), and Qingjun Jin (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held companies and corporations as

February 9, 2021 EX-10.5

Services Agreement, dated January 8, 2021, by and between the Registrant and HH&L Investment Co. (incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K (File No. 001-40006), filed with the SEC on February 9, 2021).

Exhibit 10.5 HH&L Acquisition Co. C/o Maples Corporate Services Limited PO Box 309, Ugland House, Grand Cayman Cayman Islands, KY1-1104 January 8, 2021 HH&L Investment Co. C/o Maples Corporate Services Limited PO Box 309, Ugland House, Grand Cayman Cayman Islands, KY1-1104 Re: Services Agreement Ladies and Gentlemen: This letter agreement (this “Agreement”) by and between HH&L Acquisition Co. (the

February 9, 2021 EX-10.13

Indemnity Agreement, dated February 5, 2021, by and between the Company and Fenglei Fang.

EX-10.13 17 tm215675d1ex10-13.htm EXHIBIT 10.13 Exhibit 10.13 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of February 4, 2021, by and between HH&L ACQUISITION CO., a Cayman Islands exempted company (the “Company”), and Fenglei Fang (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held companies and corporations a

February 9, 2021 EX-10.6

Indemnity Agreement, dated February 5, 2021, by and between the Company and Richard Qi Li.

EX-10.6 10 tm215675d1ex10-6.htm EXHIBIT 10.6 Exhibit 10.6 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of February 4, 2021, by and between HH&L ACQUISITION CO., a Cayman Islands exempted company (the “Company”), and Richard Qi Li (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held companies and corporations as d

February 9, 2021 EX-1.1

Underwriting Agreement, dated February 5, 2021, by and among the Company, Goldman Sachs (Asia) L.L.C. and Credit Suisse Securities (USA) LLC, as representatives of the underwriters.

EX-1.1 2 tm215675d1ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 Execution Version HH&L Acquisition Co. 36,000,000 Units Underwriting Agreement February 5, 2021 Goldman Sachs (Asia) L.L.C. 68th Floor, Cheung Kong Center 2 Queens Road, Central, Hong Kong Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, New York 10010-3629 As representatives (the “Representatives”) of the several Underwriters

February 9, 2021 EX-3.1

Second Amended and Restated Memorandum and Articles of Association of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-40006), filed with the SEC on February 9, 2021).

EX-3.1 3 tm215675d1ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 THE COMPANIES ACT (2021 Revision) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF HH&L Acquisition Co. (adopted by special resolution dated 4 February 2021 and effective on 4 February 2021) THE COMPANIES ACT (2021 Revision) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES SECON

February 9, 2021 EX-10.2

Investment Management Trust Agreement, dated February 5, 2021, by and between the Registrant and Continental Stock Transfer & Trust Company, as trustee (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No. 001-40006), filed with the SEC on February 9, 2021).

EX-10.2 6 tm215675d1ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 5, 2021 by and between HH&L Acquisition Co., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s reg

February 9, 2021 EX-10.4

Private Placement Warrants Purchase Agreement, dated February 5, 2021, by and between the Registrant and CHH&L Investment Co. (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K (File No. 001-40006), filed with the SEC on February 9, 2021).

EX-10.4 8 tm215675d1ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of February 5, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between HH&L Acquisition Co., a Cayman Islands exempted company (the “Company”), and HH&L Investment Co., a Cayman Islands exempted c

February 9, 2021 EX-4.1

Warrant Agreement, dated February 5, 2021, between the Registrant and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K (File No. 001-40006), filed with the SEC on February 9, 2021).

EX-4.1 4 tm215675d1ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 5, 2021, is by and between HH&L Acquisition Co., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “

February 9, 2021 EX-99.2

HH&L Acquisition Co. Announces Closing of Upsized $414 Million Initial Public Offering and Exercise of Underwriters’ Over-Allotment Option in Full

EX-99.2 19 tm215675d1ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 HH&L Acquisition Co. Announces Closing of Upsized $414 Million Initial Public Offering and Exercise of Underwriters’ Over-Allotment Option in Full HONG KONG, February 9, 2021/PRNewswire/ — HH&L Acquisition Co. (NYSE: HHLA.U) (the “Company”) today announced the closing of its initial public offering of 41,400,000 units, which includes 5,400,

February 9, 2021 EX-10.3

Registration Rights Agreement, dated February 5, 2021, by and between the Registrant and HH&L Investment Co. (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K (File No. 001-40006), filed with the SEC on February 9, 2021).

EX-10.3 7 tm215675d1ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 5, 2021, is made and entered into by and among HH&L Acquisition Co., a Cayman Islands exempted company (the “Company”), HH&L Investment Co., a Cayman Islands exempted company (the “Sponsor”) and each of the undersigned parties listed on

February 9, 2021 EX-10.11

Indemnity Agreement, dated February 5, 2021, by and between the Company and Dr. Jingwu Zhang Zang.

EX-10.11 15 tm215675d1ex10-11.htm EXHIBIT 10.11 Exhibit 10.11 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of February 4, 2021, by and between HH&L ACQUISITION CO., a Cayman Islands exempted company (the “Company”), and Jingwu Zhang Zang (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held companies and corporati

February 9, 2021 EX-10.8

Indemnity Agreement, dated February 5, 2021, by and between the Company and Huanan Yang.

EX-10.8 12 tm215675d1ex10-8.htm EXHIBIT 10.8 Exhibit 10.8 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of February 4, 2021, by and between HH&L ACQUISITION CO., a Cayman Islands exempted company (the “Company”), and Huanan Yang (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held companies and corporations as dir

February 9, 2021 EX-10.1

Letter Agreement, dated February 5, 2021, by and among the Registrant, its executive officers and directors and HH&L Investment Co. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-40006), filed with the SEC on February 9, 2021).

EX-10.1 5 tm215675d1ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 February 5, 2021 HH&L Acquisition Co. Suite 3508, One Exchange Square 8 Connaught Place Central, Hong Kong Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among HH&L Acquisition Co

February 9, 2021 EX-99.1

HH&L Acquisition Co. Announces Pricing of $360 Million Initial Public Offering

EX-99.1 18 tm215675d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 HH&L Acquisition Co. Announces Pricing of $360 Million Initial Public Offering HONG KONG, February 5, 2021/PRNewswire/ —HH&L Acquisition Co. (the “Company”) today announced the pricing of its initial public offering of 36,000,000 units at a price of $10.00 per unit. The units are expected to be listed for trading on the New York Stock Excha

February 9, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

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): February 4, 2021 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 Fi

February 9, 2021 EX-10.12

Indemnity Agreement, dated February 5, 2021, by and between the Company and Professor Frederick Si Hang Ma.

EX-10.12 16 tm215675d1ex10-12.htm EXHIBIT 10.12 Exhibit 10.12 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of February 4, 2021, by and between HH&L ACQUISITION CO., a Cayman Islands exempted company (the “Company”), and Frederick Si Hang Ma (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held companies and corpor

February 9, 2021 EX-10.7

Indemnity Agreement, dated February 5, 2021, by and between the Company and Kenneth W. Hitchner.

EX-10.7 11 tm215675d1ex10-7.htm EXHIBIT 10.7 Exhibit 10.7 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of February 4, 2021, by and between HH&L ACQUISITION CO., a Cayman Islands exempted company (the “Company”), and Kenneth W. Hitchner (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held companies and corporation

February 9, 2021 EX-10.9

Indemnity Agreement, dated February 5, 2021, by and between the Company and Yingjie (Christina) Zhong.

EX-10.9 13 tm215675d1ex10-9.htm EXHIBIT 10.9 Exhibit 10.9 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of February 4, 2021, by and between HH&L ACQUISITION CO., a Cayman Islands exempted company (the “Company”), and Yingjie (Christina) Zhong (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held companies and corpo

February 8, 2021 424B4

HH&L Acquisition Co. $360,000,000 36,000,000 Units

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(4)  Registration No: 333-252254 PROSPECTUS HH&L Acquisition Co.

February 4, 2021 8-A12B

- FORM 8-A12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 HH&L Acquisition Co. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands N/A (State of Incorporation or Organization) (I.R.S. Employer Identification No.) Suite 3508, One Exchange

February 4, 2021 S-1MEF

- S-1MEF

S-1MEF 1 tm215385d1s1mef.htm S-1MEF As filed with the Securities and Exchange Commission on February 4, 2021 No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HH&L Acquisition Co. (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation or organization) 6770

February 2, 2021 CORRESP

-

HH&L Acquisition Co. Suite 3508, One Exchange Square 8 Connaught Place Central, Hong Kong February 2, 2021 Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-3628 Attn: Sondra Snyder, Staff Accountant Gus Rodriguez, Accounting Branch Chief Irene Barberena-Meissner, Staff Attorney Loan Lauren Nguyen, Legal Branch Chief Re: HH&L Acquisit

February 2, 2021 CORRESP

-

February 2, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

February 1, 2021 S-1/A

as amended (File No. 333-252254)

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on February 1, 2021.

February 1, 2021 EX-4.4

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.

EX-4.4 3 tm2030280d8ex4-4.htm EXHIBIT 4.4 Exhibit 4.4 FORM OF WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of , 2021, is by and between HH&L Acquisition Co., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “T

February 1, 2021 CORRESP

-

CORRESP 1 filename1.htm February 1, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, NE Washington, D.C. 20549 Attn:   Sondra Snyder, Staff Accountant Gus Rodriguez, Accounting Branch Chief Irene Barberena-Meissner, Staff Attorney Loan Lauren Nguyen, Legal Branch Chief Re: HH&L Acquisition Co. Registrati

February 1, 2021 EX-99.3

Consent of Frederick Si Hang Ma

EX-99.3 5 tm2030280d8ex99-3.htm EXHIBIT 99.3 Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by HH&L Acquisition Co. of the Registration Statement on Form S-1/A with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee

February 1, 2021 EX-3.3

Form of Second Amended and Restated Memorandum and Articles of Association.

Exhibit 3.3 THE COMPANIES ACT (2021 Revision) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF HH&L Acquisition Co. (adopted by special resolution dated [Date] and effective on [date]) THE COMPANIES ACT (2021 Revision) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF HH&L Ac

January 20, 2021 EX-10.1

Form of Letter Agreement among the Registrant, HH&L Investment Co. and each of the officers and directors of the Registrant.

EX-10.1 11 tm2030280d3ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 , 2021 HH&L Acquisition Co. Suite 3508, One Exchange Square 8 Connaught Place Central, Hong Kong Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among HH&L Acquisition Co., a Cay

January 20, 2021 EX-10.4

Form of Private Placement Warrants Purchase Agreement among the Registrant and HH&L Investment Co.

EX-10.4 14 tm2030280d3ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of , 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between HH&L Acquisition Co., a Cayman Islands exempted company (the “Company”), and HH&L Investment Co., a Cayman Islands exempted c

January 20, 2021 EX-10.6

Promissory Note dated as of September 7, 2020 issued to HH&L Investment Co.

EX-10.6 16 tm2030280d3ex10-6.htm EXHIBIT 10.6 Exhibit 10.6 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTOR

January 20, 2021 CORRESP

-

January 20, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, NE Washington, D.

January 20, 2021 EX-14.1

Form of Code of Business Conduct and Ethics.

EX-14.1 19 tm2030280d3ex14-1.htm EXHIBIT 14.1 Exhibit 14.1 HH&L ACQUISITION CO. FORM OF CODE OF BUSINESS CONDUCT AND ETHICS Effective [ ], 2021 I. INTRODUCTION The Board of Directors (the “Board”) of HH&L Acquisition Co. has adopted this code of business conduct and ethics (this “Code”), as amended from time to time by the Board and which is applicable to all of the Company’s directors, officers a

January 20, 2021 EX-1.1

Form of Underwriting Agreement.

Exhibit 1.1 HH&L Acquisition Co. 30,000,000 Units Underwriting Agreement [ ], 2021 Goldman Sachs (Asia) L.L.C. 68th Floor, Cheung Kong Center 2 Queens Road, Central, Hong Kong Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, New York 10010-3629 As representatives (the “Representatives”) of the several Underwriters named in Schedule I hereto, Ladies and Gentlemen: HH&L Acquisition

January 20, 2021 EX-3.2

Amended and Restated Memorandum and Articles of Association.

EX-3.2 4 tm2030280d6ex3-2.htm EXHIBIT 3.2 Exhibit 3.2 THE COMPANIES ACT (2021 Revision) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF HH&L Acquisition Co. (adopted by special resolution dated 20 January 2021 and effective on 20 JANUARY 2021) THE COMPANIES ACT (2021 Revision) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND

January 20, 2021 EX-99.1

Consent of Qingjun Jin.

EX-99.1 21 tm2030280d3ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Consent to be Named as a Director Nominee In connection with the filing by HH&L Acquisition Co. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee

January 20, 2021 EX-4.3

Specimen Warrant Certificate.

EX-4.3 7 tm2030280d3ex4-3.htm EXHIBIT 4.3 Exhibit 4.3 [Form of Warrant Certificate] [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW HH&L ACQUISITION CO. Incorporated Under the Laws of the Cayman Islands CUSIP [ ] Warrant Certificate This Warrant Certificate certifies that , or re

January 20, 2021 EX-3.1

Memorandum and Articles of Association.

EX-3.1 3 tm2030280d3ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 THE COMPANIES LAW (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF HH&L ACQUISITION CO. Auth Code: G25085101339 www.verify.gov.ky THE COMPANIES LAW (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF HH&L ACQUISITION CO. 1 The name of the Company i

January 20, 2021 EX-10.7

Securities Subscription Agreement dated as of September 7, 2020 between HH&L Investment Co. and the Registrant.

EX-10.7 17 tm2030280d3ex10-7.htm EXHIBIT 10.7 Exhibit 10.7 HH&L Acquisition Co. C/o Maples Corporate Services Limited PO Box 309, Ugland House, Grand Cayman Cayman Islands, KY1-1104 September 7, 2020 HH&L Investment Co. C/o Maples Corporate Services Limited PO Box 309, Ugland House, Grand Cayman Cayman Islands, KY1-1104 RE: Securities Subscription Agreement Ladies and Gentlemen: This agreement (th

January 20, 2021 EX-4.4

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.

Exhibit 4.4 FORM OF WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of , 2021, is by and between HH&L Acquisition Co., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”). WHEREAS, the Company is e

January 20, 2021 EX-10.3

Form of Registration Rights Agreement among the Registrant, HH&L Investment Co. and the Holders signatory thereto.

EX-10.3 13 tm2030280d3ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 FORM OF REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2021, is made and entered into by and among HH&L Acquisition Co., a Cayman Islands exempted company (the “Company”), HH&L Investment Co., a Cayman Islands exempted company (the “Sponsor”) and each of the undersigned parties listed on

January 20, 2021 EX-10.5

Form of Indemnity Agreement.

EX-10.5 15 tm2030280d3ex10-5.htm EXHIBIT 10.5 Exhibit 10.5 FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2021, by and between HH&L ACQUISITION CO., a Cayman Islands exempted company (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held companies and corporations as directors, offic

January 20, 2021 EX-99.2

Consent of Dr. Jingwu Zhang Zang

EX-99.2 22 tm2030280d3ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 Consent to be Named as a Director Nominee In connection with the filing by HH&L Acquisition Co. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee

January 20, 2021 EX-4.1

Specimen Unit Certificate.

EX-4.1 5 tm2030280d3ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [ ] HH&L ACQUISITION CO. UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-HALF OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units of HH&L Acquisition Co., a Cayman Islands exempted comp

January 20, 2021 S-1

Form S-1

S-1 1 tm2030280-5s1.htm S-1 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on January 20, 2021. Registration No. 333-      UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HH&L Acquisition Co. (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdict

January 20, 2021 EX-4.2

Specimen Ordinary Share Certificate.

EX-4.2 6 tm2030280d3ex4-2.htm EXHIBIT 4.2 Exhibit 4.2 NUMBER SHARES C- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [ ] HH&L ACQUISITION CO. CLASS A ORDINARY SHARES THIS CERTIFIES THAT is the owner of Class A ordinary shares, par value $0.0001 per share (each, a “Class A Ordinary Share”), of HH&L Acquisition Co., a Cayman Islands exempted company (the “Company”), subject to the amended and restated m

January 20, 2021 EX-10.8

Services Agreement dated as of January 8, 2021 between the Registrant and HH&L Investment Co.

Exhibit 10.8 HH&L Acquisition Co. C/o Maples Corporate Services Limited PO Box 309, Ugland House, Grand Cayman Cayman Islands, KY1-1104 January 8, 2021 HH&L Investment Co. C/o Maples Corporate Services Limited PO Box 309, Ugland House, Grand Cayman Cayman Islands, KY1-1104 Re: Services Agreement Ladies and Gentlemen: This letter agreement (this “Agreement”) by and between HH&L Acquisition Co. (the

January 20, 2021 EX-10.2

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.

EX-10.2 12 tm2030280d3ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2021 by and between HH&L Acquisition Co., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s

September 16, 2020 DRS

This Draft Registration Statement has not been filed publicly with the Securities and Exchange Commission and all information contained herein remains confidential. As confidentially submitted to the Securities and Exchange Commission on September 16

TABLE OF CONTENTS This Draft Registration Statement has not been filed publicly with the Securities and Exchange Commission and all information contained herein remains confidential.

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