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, 2021


☐	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 registrant as specified in its charter)

Cayman Islands		001-40006		N/A
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(IRS Employer Identification No.)

Suite 3508, One Exchange Square

8 Connaught Place
Central, Hong Kong
(Address Of Principal Executive Offices)

N/A
(Zip Code)

(852) 3752-2870

Registrant’s telephone number, including area code

Not Applicable

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

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant	HHLA.U	The New York Share Exchange
Class A ordinary shares included as part of the units	HHLA	The New York Share Exchange
Redeemable warrants included as part of the units	HHLA WS	The New York Share Exchange

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 5, 2021, 41,400,000 Class A ordinary shares, par value $0.0001 per share, and 10,350,000 Class B ordinary shares, par value $0.0001 per share, were issued and outstanding, respectively.


		Page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	1
	Condensed Balance Sheets as of June 30, 2021 (Unaudited) and December 31, 2020	1
	Condensed Statements of Operations for the Three and Six Months Ended June 30, 2021 (Unaudited)	2
	Condensed Statements of Changes in Shareholders’ Equity for the Three and Six months Ended June 30, 2021 (Unaudited)	3
	Condensed Statements of Cash Flows for the Six Months Ended June 30, 2021 (Unaudited)	4
	Notes to Unaudited Condensed Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	23
Item 4.	Controls and Procedures	23
PART II. OTHER INFORMATION		24
Item 1.	Legal Proceedings	24
Item 1A.	Risk Factors	24
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities	24
Item 3.	Defaults Upon Senior Securities	24
Item 4.	Mine Safety Disclosures	25
Item 5.	Exhibits	25


	June 30, 2021		December 31, 2020
Assets	(Unaudited)
Current assets:
Cash	$	511,692	$	6,410
Prepaid expenses		479,323		17,000
Total current assets		991,015		23,410
Deferred Offering Costs		—		439,752
Investments held in Trust Account		414,009,680		—
Total Assets	$	415,000,695	$	463,162

Liabilities and Shareholder’s Equity
Current liabilities:
Accounts payable	$	120,803	$	116,374
Accrued expenses		138,677		194,520
Accounts payable - related party		75,000		—
Note payable - related party		—		139,949
Total current liabilities		334,480		450,843
Derivative warrant liabilities		27,055,400		—
Deferred underwriting commissions		14,490,000		—
Total liabilities		41,879,880		450,843

Commitments and Contingencies

Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 36,812,081 shares subject to possible redemption at $10.00 per share		368,120,810		—

Shareholder’s Equity
Preferred shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding		0		—
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 4,587,919 shares issued and outstanding (excluding 36,812,081 shares subject to possible redemption)		459		—
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 10,350,000 shares issued and outstanding (1)		1,035		1,035
Additional paid-in capital		12,151,369		23,965
Accumulated deficit		(7,152,858)		(12,681)
Total shareholder’s equity		5,000,005		12,319
Total Liabilities and Shareholder’s Equity	$	415,000,695	$	463,162


	For the Three Months Ended		For the Six Months Ended
	June 30,		June 30,
	2021		2021
General and administrative expenses	$	161,073	$	470,287
Administrative expenses - related party		45,000		75,000
Loss from operations		(206,073)		(545,287)

Other (expense) income:
Change in fair value of derivative warrant liabilities		(2,478,400)		(5,783,400)
Financing cost - derivative warrant liabilities		—		(821,170)
Income from investments held in Trust Account		6,292		9,680
Net loss	$	(2,678,181)	$	(7,140,177)

Basic and diluted weighted average shares outstanding of Class A ordinary shares		41,400,000		41,400,000
Basic and diluted net income per ordinary share, Class A	$	—	$	—
Basic and diluted weighted average shares outstanding of Class B ordinary shares		10,350,000		10,059,116
Basic and diluted net loss per ordinary share, Class B	$	(0.26)	$	(0.71)


	Ordinary Shares						Additional				Total
	Class A			Class B			Paid-in		Accumulated		Shareholders'
	Shares	Amount		Shares	Amount		Capital		Deficit		Equity
Balance - December 31, 2020	—	$	—	10,350,000	$	1,035	$	23,965	$	(12,681)	$	12,319
Sale of units in initial public offering, less derivative liabilities for public warrants	41,400,000		4,140	—		—		399,919,860		—		399,924,000
Offering costs	—		—	—		—		(22,759,328)		—		(22,759,328)
Excess cash received over the fair value of the private warrants	—		—	—		—		3,084,000		—		3,084,000
Shares subject to possible redemption	(37,079,899)		(3,708)	—		—		(370,795,282)		—		(370,798,990)
Net loss	—		—	—		—		—		(4,461,996)		(4,461,996)
Balance - March 31, 2021 (unaudited)	4,320,101	$	432	10,350,000	$	1,035	$	9,473,215	$	(4,474,677)	$	5,000,005
Shares subject to possible redemption	267,818		27	—		—		2,678,154		—		2,678,181
Net loss	—		—	—		—		—		(2,678,181)		(2,678,181)
Balance - June 30, 2021 (unaudited)	4,587,919	$	459	10,350,000	$	1,035	$	12,151,369	$	(7,152,858)	$	5,000,005


Cash Flows from Operating Activities:
Net loss	$	(7,140,177)
Adjustments to reconcile net loss to net cash used in operating activities:
Income from investments held in Trust Account		(9,680)
Change in fair value of derivative warrant liabilities		5,783,400
Financing cost - derivative warrant liabilities		821,170
Changes in operating assets and liabilities:
Prepaid expenses		(462,323)
Accounts payable		4,429
Accounts payable - related party		75,000
Accrued expenses		53,677
Net cash used in operating activities		(874,504)

Cash Flows from Investing Activities:
Principal deposited in Trust Account		(414,000,000)
Net cash used in investing activities		(414,000,000)

Cash Flows from Financing Activities:
Proceeds received from initial public offering, gross		414,000,000
Proceeds from private placement		10,280,000
Repayment of notes payable to related party		(185,116)
Offering costs paid		(8,715,098)
Net cash provided by financing activities		415,379,786

Net change in cash		505,282

Cash - beginning of the period		6,410
Cash - end of the period	$	511,692

Supplemental disclosure of noncash investing and financing activities:
Offering costs included in accrued expenses	$	85,000
Offering costs included in notes payable	$	45,167
Deferred underwriting commissions in connection with the initial public offering	$	14,490,000
Initial value of Class A ordinary shares subject to possible redemption	$	374,284,560
Change in value of Class A ordinary shares subject to possible redemption	$	(6,163,750)


	Fair Value Measured as of June 30, 2021
	Quoted Prices in		Significant Other		Significant Other
	Active Markets		Observable Inputs		Unobservable Inputs
Description	(Level 1)		(Level 2)		(Level 3)
Assets:
Investments held in Trust Account	$	414,009,680	$	—	$	—
Liabilities:
Derivative warrant liabilities - Public warrant	$	18,009,000	$	—	$	—
Derivative warrant liabilities - Private warrant	$	—	$	—	$	9,046,400


Derivative warrant liabilities at January 1, 2021	$	—
Issuance of Public and Private Warrants - Level 3		21,272,000
Transfer of Public Warrants to Level 1 Measurement		(14,076,000)
Change in fair value of derivative warrant liabilities - Level 3		1,028,000
Derivative warrant liabilities at March 31, 2021 - Level 3		8,224,000
Change in fair value of derivative warrant liabilities - Level 3		822,400
Derivative warrant liabilities at June 30, 2021 - Level 3	$	9,046,400


	As of February 9, 2021			As of March 31, 2021			As of June 30, 2021
Volatility		12.90	%		12.70	%		13.50	%
Stock price	$	9.66		$	9.75		$	9.70
Expected life of the options to convert		6.50			6.36			6.11
Risk-free rate		0.74	%		1.25	%		1.05	%
Dividend yield		—	%		—	%		—	%

Exhibit Number		Description
31.1*		Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Chief Financial Officer (Chief Financial Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*		Certification of Chief Financial Officer (Chief Financial Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

Dated: August 5, 2021	HH&L ACQUISITION CO.

	By:	/s/ Richard Qi Li
	Name:	Richard Qi Li
	Title:	Chief Executive Officer (Principal Executive Officer)

SEC Form 10-Q filed by HH&L Acquisition Co.