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


☐	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 2001-2002, 20/F, York House

The Landmark, 15 Queen’s Road Central
Central, Hong Kong

N/A

(Address Of Principal Executive Offices)

(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 Stock Exchange
Class A ordinary shares included as part of the units	HHLA	The New York Stock Exchange
Redeemable warrants included as part of the units	HHLA WS	The New York Stock 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 14, 2023, the Registrant had 4,205,185 of its Class A ordinary shares, $0.0001 par value per share, and 10,350,000 of its Class B ordinary shares, $0.0001 par value per share, issued and outstanding.

Table of Contents

HH&L ACQUISITION CO.

Form 10-Q

For the Three Months Ended June 30, 2023


		Page
PART I. FINANCIAL INFORMATION
Item 1.	Condensed Consolidated Financial Statements	3
	Condensed Consolidated Balance Sheets as of June 30, 2023 (Unaudited) and December 31, 2022	3
	Unaudited Condensed Consolidated Statements of Operations for the Three and Six months Ended June 30, 2023 and 2022	4
	Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Deficit for the Three and Six months Ended June 30, 2023 and 2022	5
	Unaudited Condensed Consolidated Statements of Cash Flows for the Six months Ended June 30, 2023 and 2022	6
	Notes to Unaudited Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	35
Item 4.	Controls and Procedures	36
PART II. OTHER INFORMATION		37
Item 1.	Legal Proceedings	37
Item 1A.	Risk Factors	37
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities	37
Item 3.	Defaults Upon Senior Securities	37
Item 4.	Mine Safety Disclosures	37
Item 5.	Other Information	38
Item 6.	Exhibits	38
SIGNATURES		39

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

HH&L ACQUISITION CO.

CONDENSED CONSOLIDATED BALANCE SHEETS


	June 30, 2023		December 31, 2022
	(Unaudited)
Assets
Current assets:
Cash	$	126,996	$	21,259
Prepaid expenses		92,356		43,670
Total current assets		219,352		64,929
Cash and Investments held in Trust Account		65,541,913		420,092,302
Total Assets	$	65,761,265	$	420,157,231

Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit:
Current liabilities:
Accounts payable	$	608,759	$	170,875
Accounts payable - related party		435,000		345,000
Accrued expenses		4,999,683		4,124,690
Working capital loan - related party		500,000		500,000
Non-convertible promissory note - related party		570,000		—
Convertible promissory note - related party		290,000		—
Due to Third Party		895,000		—
Total current liabilities		8,298,442		5,140,565
Derivative warrant liabilities		619,600		1,549,000
Deferred underwriting commissions		5,796,000		5,796,000
Total liabilities		14,714,042		12,485,565

Commitments and Contingencies (Note 6)

Class A ordinary shares subject to possible redemption, $0.0001 par value; 6,231,017 and 41,400,000 shares at approximately $10.50 and $10.14 per share as of June 30, 2023 and December 31, 2022, respectively		65,441,913		419,992,302

Shareholders’ Deficit:
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding		—		—
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; no non-redeemable shares issued or outstanding		—		—
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 10,350,000 shares issued and outstanding at June 30, 2023 and December 31, 2022		1,035		1,035
Additional paid-in capital		—		—
Accumulated deficit		(14,395,725)		(12,321,671)
Total shareholders’ deficit		(14,394,690)		(12,320,636)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit	$	65,761,265	$	420,157,231

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

Table of Contents

HH&L ACQUISITION CO.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS


	For The Three Months Ended June 30,				For The Six Months Ended June 30,
	2023		2022		2023		2022
General and administrative expenses	$	450,455	$	734,122	$	1,448,454	$	1,103,931
Administrative expenses - related party		45,000		45,000		90,000		90,000
Loss from operations		(495,455)		(779,122)		(1,538,454)		(1,193,931)

Other income:
Change in fair value of derivative warrant liabilities		1,239,200		2,478,400		929,400		12,082,200
Income from cash and investments held in Trust Account		775,957		588,028		3,004,534		621,817
Total other income		2,015,157		3,066,428		3,933,934		12,704,017

Net income	$	1,519,702	$	2,287,306	$	2,395,480	$	11,510,086

Basic and diluted weighted average shares outstanding of Class A ordinary shares		8,281,774		41,400,000		15,762,568		41,400,000
Basic and diluted net income per ordinary share, Class A	$	0.08	$	0.04	$	0.09	$	0.22
Basic and diluted weighted average shares outstanding of Class B ordinary shares		10,350,000		10,350,000		10,350,000		10,350,000
Basic and diluted net income per ordinary share, Class B	$	0.08	$	0.04	$	0.09	$	0.22

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

Table of Contents

HH&L ACQUISITION CO.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023


								Total
	Class B Ordinary Shares			Additional Paid-		Accumulated		Shareholders’
	Shares	Amount		In Capital		Deficit		Deficit
Balance - December 31, 2022	10,350,000	$	1,035	$	—	$	(12,321,671)	$	(12,320,636)
Remeasurement of Class A ordinary shares subject to possible redemption	—		—		—		(2,988,577)		(2,988,577)
Net income	—		—		—		875,778		875,778
Balance - March 31, 2023 (unaudited)	10,350,000		1,035		—		(14,434,470)		(14,433,435)
Remeasurement of Class A ordinary shares subject to possible redemption	—		—		—		(1,480,957)		(1,480,957)
Net income	—		—		—		1,519,702		1,519,702
Balance - June 30, 2023 (unaudited)	10,350,000	$	1,035	$	—	$	(14,395,725)	$	(14,394,690)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022

u
								Total
	Class B Ordinary Shares			Additional Paid-		Accumulated		Shareholders’
	Shares	Amount		in Capital		Deficit		Deficit
Balance - December 31, 2021	10,350,000	$	1,035	$	—	$	(32,419,614)	$	(32,418,579)
Net income	—		—		—		9,222,780		9,222,780
Balance - March 31, 2022 (unaudited)	10,350,000		1,035		—		(23,196,834)		(23,195,799)
Accretion of Class A ordinary shares subject to possible redemption amount	—		—		—		(545,708)		(545,708)
Net income	—		—		—		2,287,306		2,287,306
Balance - June 30, 2022 (unaudited)

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