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

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

HAMILTON LANE ALLIANCE HOLDINGS I, INC.

(Exact name of registrant as specified in its charter)


Delaware	001-39884	85-3019776
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

110 Washington Street, Suite 1300

Conshohocken, PA 19428

(Address of principal executive offices)

(610) 934-2222

(Registrant’s telephone number, including area code)

1 Presidential Blvd., Floor 4

Bala Cynwyd, PA 19004

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A common stock, $0.0001 par value, and one-third of one redeemable warrant	HLAHU	The Nasdaq Stock Market LLC
Redeemable common stock as part of the units	HLAH	The Nasdaq Stock Market LLC
Warrants included as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50	HLAHW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of August 9, 2022, 27,600,000 Class A common stock, par value $0.0001 per share, and 4,870,588 Class B common stock, par value $0.0001 per share, were issued and outstanding.

Table of Contents

HAMILTON LANE ALLIANCE HOLDINGS I, INC.

Quarterly Report on Form 10-Q

Table of Contents


		Page No.

PART I. FINANCIAL INFORMATION

Item 1.	Condensed Financial Statements	1

	Condensed Balance Sheets as of June 30, 2022 (Unaudited) and December 31, 2021	1

	Condensed Statements of Operations for the Three and Six Months Ended June 30, 2022 and 2021 (Unaudited)	2

	Condensed Statements of Changes in Stockholders’ Equity (Deficit) for the Three and Six Months Ended June 30, 2022 and 2021 (Unaudited)	3

	Condensed Statements of Cash Flows for the Six Months Ended June 30, 2022 and 2021 (Unaudited)	4

	Notes to Unaudited Condensed Financial Statements	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	26

Item 4.	Controls and Procedures	26

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	27

Item 1A.	Risk Factors	27

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities	27

Item 3.	Defaults Upon Senior Securities	27

Item 4.	Mine Safety Disclosures	27

Item 5.	Other Information	27

Item 6.	Exhibits	27

SIGNATURES		29

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Condensed Financial Statements.

HAMILTON LANE ALLIANCE HOLDINGS I, INC.

CONDENSED BALANCE SHEETS


	June 30, 2022		December 31, 2021
	(Unaudited)
Assets:
Current assets:
Cash	$	143,711	$	186,941
Prepaid expenses		381,338		668,275
Total current assets		525,049		855,216

Investments held in Trust Account		276,082,630		276,009,220
Total assets	$	276,607,679	$	276,864,436

Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit:
Current liabilities:
Accounts payable	$	2,203	$	6,341
Accrued expenses		18,730		95,914
Franchise tax payable		18,687		59,025
Working Capital Loan - related party		950,000		600,000
Total current liabilities		989,620		761,280
Deferred underwriting commissions		9,660,000		9,660,000
Derivative warrant liabilities		1,220,925		8,387,288
Total liabilities		11,870,545		18,808,568

Commitments & Contingencies (Note 6)

Class A common stock shares subject to possible redemption, $0.0001 par value; 27,600,000 shares at redemption value as of June 30, 2022 and December 31, 2021		276,000,000		276,000,000

Stockholders’ Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding		—		—
Class A common stock, $0.0001 par value; 250,000,000 shares authorized; no non-redeemable shares issued or outstanding as of June 30, 2022 and December 31, 2021		—		—
Class B common stock, $0.0001 par value; 25,000,000 shares authorized; 4,870,588 shares issued and outstanding as of June 30, 2022 and December 31, 2021 (1)		487		487
Additional paid-in capital		—		—
Accumulated deficit		(11,263,353)		(17,944,619)
Total stockholders’ deficit		(11,262,866)		(17,944,132)
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ deficit	$	276,607,679	$	276,864,436

(1)

This number includes 1,803,922 shares of Class B Common Stock held by the Sponsor that will be subject to forfeiture and transfer restrictions unless and until the trading price of Class A Common Stock exceeds certain price thresholds during specified periods of time following the closing of the Initial Business Combination (see Note 5).

The accompanying notes are an integral part of these unaudited condensed financial statements.

Table of Contents

HAMILTON LANE ALLIANCE HOLDINGS I, INC.

CONDENSED STATEMENTS OF OPERATIONS(UNAUDITED)


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2022		2021		2022		2021
General and administrative expenses	$	217,507	$	242,836	$	459,330	$	568,562
Franchise tax expense		49,862		107,238		99,178		156,553
Loss from operations		(267,369)		(350,074)		(558,508)		(725,115)

Other income (expense)
Change in fair value of derivative warrant liabilities		2,616,675		(2,986,221)		7,166,363		(712,088)
Financing costs associated with issuance of warrants		—		—		—		(459,419)
Income from investments held in Trust Account		66,603		16,062		73,410		19,011
Total other income		2,683,278		(2,970,159)		7,239,773		(1,152,496)
Income (loss) before income taxes		2,415,909		(3,320,233)		6,681,265		(1,877,611)
Income tax expense		—		—		—		—
Net income (loss)	$	2,415,909	$	(3,320,233)	$	6,681,265	$	(1,877,611)

Weighted average shares outstanding of Class A common stock		27,600,000		27,600,000		27,600,000		25,465,193
Basic and diluted net income (loss) per share, Class A	$	0.08	$	(0.11)	$	0.22	$	(0.75)

Weighted average shares outstanding of Class B common stock		3,066,666		3,066,666		3,066,666		3,035,727
Basic and diluted net income (loss) per share, Class B (1)	$	0.08	$	(0.11)	$	0.22	$	(0.75)

(1)

This number excludes 1,803,922 shares of Class B Common Stock held by the Sponsor that will be subject to forfeiture and transfer restrictions unless and until the trading price of Class A Common Stock exceeds certain price thresholds during specified periods of time following the closing of the Initial Business Combination (see Note 5).

The accompanying notes are an integral part of these unaudited condensed financial statements.

Table of Contents

HAMILTON LANE ALLIANCE HOLDINGS I, INC.

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) (UNAUDITED)

For The Three and Six Months Ended June 30, 2022


	Common Stock										Total
	Class A			Class B			Additional Paid-In				Stockholders’
	Shares	Amount		Shares	Amount		Capital		Accumulated Deficit		Deficit
Balance - December 31, 2021	—	$	—	4,870,588	$	487	$	—	$	(17,944,619)	$	(17,944,132)
Net income	—		—	—		—		—		4,265,357		4,265,357
Balance - March 31, 2022 (unaudited)	—		—	4,870,588		487		—		(13,679,262)		(13,678,775)

Net income	—		—	—		—		—		2,415,909		2,415,909
Balance - June 30, 2022 (Unaudited)	—	$	—	4,870,588	$	487	$	—	$	(11,263,353)	$	(11,262,866)

For The Three and Six Months Ended June 30, 2021


	Common Stock										Total
	Class A			Class B			Additional Paid-In				Stockholders’
	Shares	Amount		Shares	Amount		Capital		Accumulated Deficit		Deficit
Balance - December 31, 2020	—	$	—	4,870,588	$	487	$	24,513	$	(6,362)	$	18,638
Excess of cash received over fair value of private placement warrants	—		—	—		—		3,258,667		—		3,258,667
Accretion to Class A common stock redemption amount	—		—	—		—		(3,283,180)		(19,957,512)		(23,240,692)
Net income	—		—	—		—		—		1,442,622		1,442,622
Balance - March 31, 2021 (Unaudited)	—		—	4,870,588		487		—		(18,521,252)		(18,520,765)
Net loss	—		—	—		—		—		(3,320,233)		(3,320,233)
Balance - June, 2021 (Unaudited)	—	$	—	4,870,588	$	487	$	—	$	(21,841,485)	$	(21,840,998)

(1)

The accompanying notes are an integral part of these unaudited condensed financial statements.

Table of Contents

HAMILTON LANE ALLIANCE HOLDINGS I, INC.

CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)


	For the Six Months Ended June 30,
	2022		2021
Cash Flows from Operating Activities:
Net income (loss)	$	6,681,265	$	(1,877,611)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Change in fair value of derivative warrant liabilities		(7,166,363)		712,088
Financing costs associated with issuance of warrants		—		459,419
Income from investments held in Trust Account		(73,410)		(19,011)
Changes in operating assets and liabilities:
Prepaid expenses		286,937		(1,030,799)
Franchise tax payable		(40,337)		94,672
Accounts payable		(4,138)		7,335
Accrued expenses		(7,184)		37,001
Net cash used in operating activities		(323,230)		(1,616,906)

Cash Flows from Investing Activities
Cash deposited in Trust Account		—		(276,000,000)
Interest released from Trust Account		—		—
Net cash used in investing activities		—		(276,000,000)

Cash Flows from Financing Activities:
Proceeds from note payable to related party		350,000		300,000
Payment of note payable to related party		—		(300,000)
Proceeds received from initial public offering, gross		—		276,000,000
Proceeds received from private placement		—

SEC Form 10-Q filed by Hamilton Lane Alliance Holdings I Inc.