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. | --- | --- | --- | |------------------------------------------------------------------------------------------------------ ...

PART I. FINANCIAL INFORMATION [Item 1. Condensed Consolidated Financial Statements](index=4&type=section&id=Item%201.%20Condensed%20Consolidated%20Financial%20Statements) This section presents HH&L Acquisition Co.'s unaudited condensed consolidated financial statements for June 30, 2023, and December 31, 2022, including balance sheets, operations, shareholder deficit, cash flows, and detailed notes [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Condensed Consolidated Balance Sheets (Selected Items) | Item | June 30, 2023 (Unaudited) ($) | December 31, 2022 ($) | | :--------------------------------------- | :------------------------ | :---------------- | | Cash | $126,996 | $21,259 | | Cash and Investments held in Trust Account | $65,541,913 | $420,092,302 | | Total Assets | $65,761,265 | $420,157,231 | | Total current liabilities | $8,298,442 | $5,140,565 | | Total liabilities | $14,714,042 | $12,485,565 | | Total Shareholders' Deficit | $(14,394,690) | $(12,320,636) | [Unaudited Condensed Consolidated Statements of Operations](index=5&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Operations) Unaudited Condensed Consolidated Statements of Operations (Selected Items) | Item | Three Months Ended June 30, 2023 ($) | Three Months Ended June 30, 2022 ($) | Six Months Ended June 30, 2023 ($) | Six Months Ended June 30, 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) | | 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 | | Net income | $1,519,702 | $2,287,306 | $2,395,480 | $11,510,086 | | Basic and diluted net income per ordinary share, Class A | $0.08 | $0.04 | $0.09 | $0.22 | | Basic and diluted net income per ordinary share, Class B | $0.08 | $0.04 | $0.09 | $0.22 | [Unaudited Condensed Consolidated Statements of Changes in Shareholders' Deficit](index=6&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Shareholders'%20Deficit) Changes in Shareholders' Deficit (Selected Items) | Item | For the Six Months Ended June 30, 2023 ($) | For the Six Months Ended June 30, 2022 ($) | | :---------------------------------------------------------------- | :------------------------------------- | :------------------------------------- | | Balance - December 31, 2022 | $(12,320,636) | N/A | | Remeasurement of Class A ordinary shares subject to possible redemption | $(4,469,534) | N/A | | Net income | $2,395,480 | $11,510,086 | | Balance - June 30, 2023 | $(14,394,690) | $(21,454,201) | [Unaudited Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Unaudited Condensed Consolidated Statements of Cash Flows (Selected Items) | Item | For The Six Months Ended June 30, 2023 ($) | For The Six Months Ended June 30, 2022 ($) | | :---------------------------------------- | :------------------------------------- | :------------------------------------- | | Net cash used in operating activities | $(184,263) | $(388,626) | | Net cash provided by investing activities | $357,554,923 | $0 | | Net cash used in financing activities | $(357,264,923) | $0 | | Net change in cash | $105,737 | $(388,626) | | Cash - end of the period | $126,996 | $11,309 | [Notes to Unaudited Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) [Note 1 — Description of Organization and Business Operations](index=8&type=section&id=Note%201%20%E2%80%94%20Description%20of%20Organization%20and%20Business%20Operations) - HH&L Acquisition Co. is a Cayman Islands exempted blank check company (SPAC) formed on September 4, 2020, for a business combination, generating non-operating income from its Trust Account[23](index=23&type=chunk)[24](index=24&type=chunk) - The Company's IPO on February 9, 2021, generated **$414.0 million** gross proceeds from **41,400,000 units** at **$10.00 per unit**, with approximately **$414.0 million** placed in a Trust Account[25](index=25&type=chunk)[27](index=27&type=chunk) - The Business Combination Agreement with DiaCarta, signed October 14, 2022, was **terminated on June 26, 2023**, due to alleged breaches, and the Company is now seeking a new target[46](index=46&type=chunk)[53](index=53&type=chunk)[54](index=54&type=chunk) - Shareholders approved multiple extensions, moving the business combination deadline to **February 9, 2024**, with contributions to the Trust Account from the Sponsor and DiaCarta, including **$380,000** for initial extensions and subsequent contributions of **$487,500** and **$162,500** per phase[32](index=32&type=chunk)[35](index=35&type=chunk)[37](index=37&type=chunk)[39](index=39&type=chunk)[40](index=40&type=chunk)[42](index=42&type=chunk) Class A Ordinary Share Redemptions | Event | Date | Shares Redeemed | Redemption Price per Share ($) | Aggregate Redemption Amount ($) | Remaining in Trust Account | | :---------------------------------- | :------------- | :-------------- | :------------------------- | :-------------------------- | :------------------------- | | First Extraordinary General Meeting | Feb 7, 2023 | 31,281,090 | ~$10.18 | ~$318.6 million | ~$103.1 million | | Second Extraordinary General Meeting | May 9, 2023 | 3,887,893 | ~$10.33 | ~$40.4 million | ~$64.9 million | | Third Extraordinary General Meeting | Aug 9, 2023 | 2,025,832 | ~$10.55 (expected) | N/A | 4,205,185 shares outstanding | [Note 2 — Summary of Significant Accounting Policies](index=17&type=section&id=Note%202%20%E2%80%94%20Summary%20of%20Significant%20Accounting%20Policies) - Financial statements adhere to U.S. GAAP for interim information and Article 8 of Regulation S-X, to be read with the Annual Report on Form 10-K for December 31, 2022[55](index=55&type=chunk)[56](index=56&type=chunk) - As an 'emerging growth company' under the JOBS Act, the Company delays adopting new accounting standards, potentially impacting comparability with other public entities[58](index=58&type=chunk)[59](index=59&type=chunk) - As of June 30, 2023, the Company's **$6.7 million working capital deficit** raises substantial doubt about its going concern ability, with management planning a business combination or Sponsor financing[62](index=62&type=chunk)[66](index=66&type=chunk) - Before February 8, 2023, Trust Account funds were in U.S. government securities or money market funds; subsequently, they are in interest-bearing demand deposit accounts[67](index=67&type=chunk) - Derivative warrant liabilities are recognized at fair value, with Public Warrants valued at market price and Private Placement Warrants estimated via Monte Carlo simulations[74](index=74&type=chunk) - Class A ordinary shares subject to redemption are classified as temporary equity at redemption value, with immediate recognition of value changes[77](index=77&type=chunk)[78](index=78&type=chunk) [Note 3 — Initial Public Offering](index=27&type=section&id=Note%203%20%E2%80%94%20Initial%20Public%20Offering) - The IPO on February 9, 2021, generated **$414.0 million** gross proceeds from **41,400,000 units** at **$10.00 each**, with total offering costs of approximately **$23.7 million**[88](index=88&type=chunk) - Goldman Sachs waived its **$8.7 million** deferred underwriting fee on October 7, 2022, and Credit Suisse waived its **$5.8 million** deferred fee on October 13, 2022[88](index=88&type=chunk)[111](index=111&type=chunk) [Note 4 — Related Party Transactions](index=27&type=section&id=Note%204%20%E2%80%94%20Related%20Party%20Transactions) - The Sponsor initially received **14,375,000 Class B ordinary shares** for **$25,000**, with **10,350,000 shares** outstanding as of June 30, 2023[89](index=89&type=chunk)[127](index=127&type=chunk) - The Sponsor purchased **10,280,000 Private Placement Warrants** at **$1.00 each** during the IPO, generating approximately **$10.3 million**[91](index=91&type=chunk) - The Company has related party loans including a non-convertible promissory note from the Sponsor for up to **$600,000** and a convertible promissory note for up to **$3,000,000**, with **$260,000** outstanding as of June 30, 2023[95](index=95&type=chunk)[97](index=97&type=chunk)[98](index=98&type=chunk)[99](index=99&type=chunk) - Working Capital Loans from the Sponsor or affiliates may finance transaction costs, with **$500,000** outstanding as of June 30, 2023, convertible into warrants[103](index=103&type=chunk)[104](index=104&type=chunk) - The Company pays the Sponsor **$15,000 per month** for administrative services, incurring **$45,000** and **$90,000** for the three and six months ended June 30, 2023, respectively, with **$435,000** in related party accounts payable[105](index=105&type=chunk) [Note 5 — Due to Third Party](index=31&type=section&id=Note%205%20%E2%80%94%20Due%20to%20Third%20Party) - DiaCarta agreed to loan **50%** of Trust Account extension contributions, which are non-interest bearing and repayable upon business combination or forgiven if no combination occurs[106](index=106&type=chunk) - As of June 30, 2023, the Company received **$895,000** from DiaCarta for Trust Account extensions, reclassified as 'due to third party' after the business combination agreement termination[107](index=107&type=chunk) [Note 6 — Commitments and Contingencies](index=33&type=section&id=Note%206%20%E2%80%94%20Commitments%20and%20Contingencies) - Holders of Founder Shares, Private Placement Warrants, and Working Capital Loan warrants possess registration rights[109](index=109&type=chunk) - Underwriters were entitled to **$8.3 million** in discount and **$14.5 million** in deferred commissions, with Goldman Sachs waiving **$8.4 million** and Credit Suisse waiving **$5.8 million** of deferred fees[110](index=110&type=chunk)[111](index=111&type=chunk) - The Company acknowledges risks from global events like the Russia-Ukraine conflict and sanctions, with an undetermined impact on its financial condition[112](index=112&type=chunk) [Note 7 — Derivative Warrant Liabilities](index=33&type=section&id=Note%207%20%E2%80%94%20Derivative%20Warrant%20Liabilities) - As of June 30, 2023, the Company had **20,700,000 Public Warrants** and **10,280,000 Private Placement Warrants** outstanding[113](index=113&type=chunk) - Public Warrants are exercisable at **$11.50 per share** after 30 days post-business combination or 12 months from IPO, expiring five years after a business combination or earlier[115](index=115&type=chunk)[116](index=116&type=chunk) - Private Placement Warrants share terms with Public Warrants but are non-redeemable, exercisable on a cashless basis by the Sponsor, and subject to transfer restrictions[118](index=118&type=chunk) - The Company may redeem Public Warrants at **$0.01 per warrant** if Class A ordinary share closing price reaches or exceeds **$18.00** for 20 trading days within a 30-day period[119](index=119&type=chunk)[121](index=121&type=chunk) [Note 8 — Class A Ordinary Shares Subject to Possible Redemption](index=36&type=section&id=Note%208%20%E2%80%94%20Class%20A%20Ordinary%20Shares%20Subject%20to%20Possible%20Redemption) Class A Ordinary Shares Subject to Possible Redemption | Date | Shares Outstanding | Redemption Value ($) | | :------------- | :----------------- | :--------------- | | Dec 31, 2022 | 41,400,000 | $419,992,302 | | June 30, 2023 | 6,231,017 | $65,441,913 | | Aug 9, 2023 | 4,205,185 | N/A | - Redemptions included **31,281,090 shares** on Feb 7, 2023, for approximately **$318.6 million**, **3,887,893 shares** on May 9, 2023, for approximately **$40.4 million**, and **2,025,832 shares** on Aug 9, 2023, for an expected **$10.55 per share**[123](index=123&type=chunk) [Note 9 — Shareholders' Deficit](index=37&type=section&id=Note%209%20%E2%80%94%20Shareholders'%20Deficit) - The Company is authorized to issue **5,000,000 preference shares** (none outstanding), **500,000,000 Class A ordinary shares** (**6,231,017** outstanding), and **50,000,000 Class B ordinary shares** (**10,350,000** outstanding)[126](index=126&type=chunk)[127](index=127&type=chunk) - Class A and Class B ordinary shareholders vote as a single class, with Class B shares converting to Class A shares one-for-one upon business combination[127](index=127&type=chunk)[129](index=129&type=chunk) [Note 10 — Fair Value Measurements](index=38&type=section&id=Note%2010%20%E2%80%94%20Fair%20Value%20Measurements) - The Company uses a three-tier fair value hierarchy; Public Warrants were reclassified to **Level 2** as of June 30, 2023, while Private Placement Warrants remain **Level 3** using Monte-Carlo simulations[70](index=70&type=chunk)[71](index=71&type=chunk)[132](index=132&type=chunk) Fair Value of Derivative Warrant Liabilities | Description | June 30, 2023 (Level 2) ($) | June 30, 2023 (Level 3) ($) | Dec 31, 2022 (Level 1) ($) | Dec 31, 2022 (Level 3) ($) | | :----------------------------------------- | :---------------------- | :---------------------- | :--------------------- | :--------------------- | | Derivative warrant liabilities - Public Warrant | $414,000 | — | $1,035,000 | — | | Derivative warrant liabilities - Private Placement Warrant | — | $205,600 | — | $514,000 | Gain from Change in Fair Value of Derivative Warrant Liabilities | Period | Gain (Decrease) ($) | | :------------------------------------ | :-------------- | | Three months ended June 30, 2023 | ~$1.2 million | | Three months ended June 30, 2022 | ~$2.5 million | | Six months ended June 30, 2023 | ~$0.9 million | | Six months ended June 30, 2022 | ~$12.1 million | [Note 11 — Subsequent Events](index=39&type=section&id=Note%2011%20%E2%80%94%20Subsequent%20Events) - On August 9, 2023, shareholders approved extending the business combination deadline to **February 9, 2024**, without additional Trust Account deposits[138](index=138&type=chunk) - On August 8, 2023, the Company entered a Subscription Agreement with the Sponsor and Polar Multi-Strategy Master Fund, with Polar providing up to **$1,500,000** in capital contributions for working capital loans[139](index=139&type=chunk)[140](index=140&type=chunk) - Upon business combination closing, the Company will issue one Class A ordinary share per dollar of Investor Capital Contribution, and Sponsor loans funded by Polar will be repaid or Polar will receive remaining cash upon liquidation[141](index=141&type=chunk)[144](index=144&type=chunk)[145](index=145&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=42&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the Company's financial condition and operational results, highlighting its SPAC status, business combination efforts, liquidity challenges, and financial performance - The Company is a blank check company (SPAC) focused on a business combination, with no operating revenues generated[149](index=149&type=chunk)[182](index=182&type=chunk) - The proposed business combination with DiaCarta was **terminated on June 26, 2023**, due to alleged breaches, and the Company is actively seeking a new target[158](index=158&type=chunk)[159](index=159&type=chunk) - Shareholders approved extensions to the business combination deadline until **February 9, 2024**, involving Trust Account contributions from the Sponsor and DiaCarta, and significant Class A ordinary share redemptions[160](index=160&type=chunk)[162](index=162&type=chunk)[163](index=163&type=chunk)[164](index=164&type=chunk)[165](index=165&type=chunk)[166](index=166&type=chunk)[167](index=167&type=chunk)[169](index=169&type=chunk)[171](index=171&type=chunk) - As of June 30, 2023, the Company's **$6.7 million working capital deficit** and mandatory liquidation risk raise substantial doubt about its going concern ability[177](index=177&type=chunk)[180](index=180&type=chunk) Net Income Summary | Period | Net Income ($) | | :------------------------------------ | :--------- | | Three months ended June 30, 2023 | ~$1.5 million | | Three months ended June 30, 2022 | ~$2.3 million | | Six months ended June 30, 2023 | ~$2.4 million | | Six months ended June 30, 2022 | ~$11.5 million | - As an 'emerging growth company', the Company uses an extended transition period for new accounting standards, potentially impacting comparability[201](index=201&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=56&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, the Company reports no material market or interest rate risk as of June 30, 2023, except for derivative warrant liabilities, due to short-term Trust Account investments - As a smaller reporting company, the Company is exempt from certain market risk disclosures[203](index=203&type=chunk) - As of June 30, 2023, the Company had no market or interest rate risk, except for derivative warrant liabilities, due to short-term Trust Account investments[203](index=203&type=chunk) - The Company has not engaged in hedging activities since inception and does not anticipate doing so[204](index=204&type=chunk) [Item 4. Controls and Procedures](index=58&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded the Company's disclosure controls and procedures were effective as of June 30, 2023, with no material changes to internal control over financial reporting during the quarter - The Company's disclosure controls and procedures were evaluated and deemed **effective** as of June 30, 2023[206](index=206&type=chunk) - No material changes in internal control over financial reporting occurred during the fiscal quarter ended June 30, 2023[208](index=208&type=chunk) PART II. OTHER INFORMATION [Item 1. Legal Proceedings](index=59&type=section&id=Item%201.%20Legal%20Proceedings) The Company reported no legal proceedings - There are no legal proceedings to report[210](index=210&type=chunk) [Item 1A. Risk Factors](index=59&type=section&id=Item%201A.%20Risk%20Factors) This section updates risk factors from the Annual Report on Form 10-K, replacing COVID-19 risk with broader risks from future pandemics and debt/equity market status, potentially affecting business combination - The COVID-19 outbreak risk factor is updated to include broader risks from future pandemics and the status of debt and equity markets[211](index=211&type=chunk) - Future pandemics, conflicts, terrorism, and sanctions could adversely affect the Company's ability to complete a business combination by harming targets or impacting financing[212](index=212&type=chunk)[213](index=213&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities](index=59&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds%20from%20Registered%20Securities) The Company reported no unregistered sales of equity securities or use of proceeds from registered securities - There are no unregistered sales of equity securities or use of proceeds from registered securities to report[213](index=213&type=chunk) [Item 3. Defaults Upon Senior Securities](index=59&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The Company reported no defaults upon senior securities - There are no defaults upon senior securities to report[214](index=214&type=chunk) [Item 4. Mine Safety Disclosures](index=59&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) Mine safety disclosures are not applicable to the Company - Mine safety disclosures are not applicable[214](index=214&type=chunk) [Item 5. Other Information](index=61&type=section&id=Item%205.%20Other%20Information) The Company reported no other information - There is no other information to report[217](index=217&type=chunk) [Item 6. Exhibits](index=61&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the quarterly report, including certifications, XBRL documents, and the cover page interactive data file - The report includes CEO and CFO certifications (Exhibits 31.1, 31.2, 32.1, 32.2) and various XBRL taxonomy extension documents[216](index=216&type=chunk) - Certifications under Section 906 of the Sarbanes-Oxley Act are furnished and not deemed filed for Section 18 of the Securities Exchange Act[217](index=217&type=chunk) [SIGNATURES](index=62&type=section&id=SIGNATURES) The report is duly signed on behalf of HH&L Acquisition Co. by its Chief Executive Officer, Richard Qi Li - The report was signed by Richard Qi Li, Chief Executive Officer, on August 14, 2023[219](index=219&type=chunk)

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. | --- | --- | --- | |---------------------------------------------------------------------------------------------------------- ...

[Part I](index=7&type=section&id=PART%20I) [Item 1. Business](index=7&type=section&id=Item%201.%20Business) HH&L Acquisition Co., a Cayman Islands blank check company, is pursuing a business combination with DiaCarta, Ltd., extending the merger deadline to May 9, 2023, following significant shareholder redemptions - The company is a blank check company, or SPAC, that completed its Initial Public Offering (IPO) on February 9, 2021, raising gross proceeds of **$414 million**[23](index=23&type=chunk)[24](index=24&type=chunk) - On October 14, 2022, the company entered into a Business Combination Agreement with DiaCarta, Ltd. The deal values DiaCarta at a base purchase price of **$460 million**[33](index=33&type=chunk)[34](index=34&type=chunk) - The deadline to complete a business combination was extended to May 9, 2023. This extension was approved by shareholders on February 7, 2023, which also triggered the redemption of **31,281,090 Class A Ordinary Shares**[68](index=68&type=chunk)[70](index=70&type=chunk)[71](index=71&type=chunk) - Following the redemptions, approximately **$103.6 million** remained in the trust account, and **10,118,910 Class A Ordinary Shares** remained outstanding[30](index=30&type=chunk)[71](index=71&type=chunk) - The IPO underwriters, Goldman Sachs and Credit Suisse, have waived their deferred underwriting commissions totaling approximately **$14.49 million** in connection with the DiaCarta Business Combination[80](index=80&type=chunk)[81](index=81&type=chunk) [The DiaCarta Business Combination and the Merger Agreement](index=9&type=section&id=The%20DiaCarta%20Business%20Combination%20and%20the%20Merger%20Agreement) The company entered a merger agreement with DiaCarta, Ltd. on October 14, 2022, involving domestication and a **$460 million** purchase price, subject to shareholder and regulatory approvals - The transaction structure involves the domestication of both HH&L and DiaCarta from the Cayman Islands to Delaware, followed by a merger making DiaCarta a wholly-owned subsidiary of the public company[33](index=33&type=chunk) - The aggregate merger consideration is based on a base purchase price of **$460,000,000**, payable in shares of the combined company valued at **$10.00 per share**[34](index=34&type=chunk) - Closing of the merger is subject to several conditions, including shareholder approvals from both companies, regulatory approvals, no legal prohibitions, and HH&L having at least **$5,000,001** in net tangible assets[46](index=46&type=chunk) - Related agreements include Holder Support Agreements from both HH&L and DiaCarta shareholders, a new Registration Rights Agreement, a Lock-Up Agreement for certain shareholders, and a Sponsor Shares Forfeiture Agreement[59](index=59&type=chunk)[61](index=61&type=chunk)[64](index=64&type=chunk)[66](index=66&type=chunk) [Extension of Business Combination Deadline](index=19&type=section&id=Extension%20of%20Business%20Combination%20Deadline) Shareholders approved extending the business combination deadline to May 9, 2023, triggering **$318.1 million** in redemptions and requiring additional funding from the Sponsor and DiaCarta - Shareholders approved extending the combination deadline up to May 9, 2023, through a series of one-month extensions[68](index=68&type=chunk)[70](index=70&type=chunk) - In connection with the extension, **31,281,090 Class A shares** were redeemed, resulting in a cash outflow of approximately **$318.1 million** from the trust account[71](index=71&type=chunk) - The Sponsor and DiaCarta are jointly funding the extension by loaning the company **$380,000** for each one-month extension period, to be deposited into the trust account[72](index=72&type=chunk)[73](index=73&type=chunk) - A new convertible promissory note for up to **$600,000** was issued to the Sponsor on March 6, 2023, to fund the extension deposits and provide working capital[75](index=75&type=chunk) [Effecting Our Initial Business Combination](index=23&type=section&id=Effecting%20Our%20Initial%20Business%20Combination) The company plans to finance its business combination using trust account funds and new capital, with shareholders retaining redemption rights before a May 9, 2023 liquidation deadline - The company may use a combination of trust account cash, new equity, or debt to finance the business combination[82](index=82&type=chunk)[83](index=83&type=chunk) - Public shareholders have the right to redeem their shares for cash upon completion of the business combination. The company cannot redeem shares if it would cause net tangible assets to fall below **$5,000,001**[104](index=104&type=chunk)[105](index=105&type=chunk) - If no business combination is completed by May 9, 2023, the company will cease operations, redeem all public shares with funds from the trust account, and liquidate[122](index=122&type=chunk) - The Sponsor has agreed to indemnify the company against claims from vendors or target businesses that could reduce the trust account funds, though the Sponsor's ability to satisfy this obligation is not guaranteed[130](index=130&type=chunk) [Item 1A. Risk Factors](index=43&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks as a blank check entity, including a "going concern" warning, potential delisting, and the risk of liquidation if the DiaCarta merger is not completed by May 9, 2023, exacerbated by high redemptions and foreign operational risks - The company's independent auditor has expressed substantial doubt about its ability to continue as a "going concern" due to its working capital deficit and the impending liquidation deadline if a business combination is not completed[145](index=145&type=chunk)[146](index=146&type=chunk) - There is a significant risk that the company may not complete its initial business combination by the May 9, 2023 deadline, which would force it to cease operations and liquidate the trust account[169](index=169&type=chunk)[170](index=170&type=chunk) - The ability of public shareholders to redeem their shares may make the company's financial condition unattractive to targets and could prevent the completion of a deal if redemption levels are too high or a minimum cash condition is not met[160](index=160&type=chunk)[161](index=161&type=chunk) - If the company's post-combination auditor cannot be fully inspected by the PCAOB, as has been an issue for firms in China, its securities could be delisted from U.S. exchanges under the Holding Foreign Companies Accountable Act (HFCAA)[373](index=373&type=chunk)[374](index=374&type=chunk)[377](index=377&type=chunk) - The company is at risk of being deemed an investment company under the Investment Company Act, which would impose burdensome requirements and could force liquidation if not resolved[216](index=216&type=chunk)[217](index=217&type=chunk)[219](index=219&type=chunk) - The Sponsor and its affiliates have potential conflicts of interest, as they will lose their entire investment if a business combination is not completed, which may influence their decision-making regarding a target[290](index=290&type=chunk)[291](index=291&type=chunk) [Item 2. Properties](index=104&type=section&id=Item%202.%20Properties) The company utilizes executive office space in Central, Hong Kong, under a services agreement with its Sponsor, paying a monthly fee of **$15,000** - The company pays its Sponsor **$15,000** per month for office space, utilities, and administrative services at its Hong Kong executive offices[390](index=390&type=chunk) [Item 3. Legal Proceedings](index=106&type=section&id=Item%203.%20Legal%20Proceedings) As of December 31, 2022, no material litigation, arbitration, or governmental proceedings were pending against the company or its management - To the knowledge of management, there was no material litigation, arbitration, or governmental proceeding pending against the company as of December 31, 2022[391](index=391&type=chunk) [Item 4. Mine Safety Disclosures](index=106&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company's business - Not applicable[392](index=392&type=chunk) [Part II](index=107&type=section&id=PART%20II) [Item 5. Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities](index=107&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity%2C%20Related%20Shareholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's units, Class A Ordinary Shares, and public warrants are listed on the NYSE, with **$414 million** from IPO proceeds deposited into the Trust Account - The company's securities trade on the NYSE: Units (HHLA.U), Class A Ordinary Shares (HHLA), and Public Warrants (HHLA WS)[394](index=394&type=chunk) - Gross proceeds of **$414 million** from the IPO and private placement were deposited into the Trust Account, with underwriting discounts of **$8.28 million** paid and other offering costs of approximately **$1 million**[396](index=396&type=chunk)[397](index=397&type=chunk) [Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=107&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) As a pre-combination SPAC, the company reported **$17.7 million** net income in 2022, but faces a "going concern" warning due to a working capital deficit and the May 9, 2023 liquidation deadline Results of Operations (2022 vs 2021) | Metric | 2022 | 2021 | | :--- | :--- | :--- | | **Net Income** | **$17.7 million** | **$1.3 million** | | Change in fair value of derivative warrant liabilities | $15.8 million (gain) | $3.9 million (gain) | | Income from investments held in Trust Account | $6.1 million | $24,000 | | General and administrative expenses | ($4.3 million) | ($1.6 million) | - Management has determined that there is substantial doubt about the company's ability to continue as a going concern due to its working capital deficit and the mandatory liquidation date of May 9, 2023, if a business combination is not completed[423](index=423&type=chunk)[425](index=425&type=chunk) - As of December 31, 2022, the company had a working capital deficit of approximately **$4.6 million** and had borrowed **$500,000** from its Sponsor for working capital[421](index=421&type=chunk)[422](index=422&type=chunk) - The underwriters for the IPO have waived their deferred fees. Goldman Sachs waived its ~**$8.7 million** portion, and Credit Suisse waived its portion with respect to the proposed DiaCarta combination[401](index=401&type=chunk)[411](index=411&type=chunk) [Item 7A. Quantitative and Qualitative Disclosures About Market Risk](index=121&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section is not required as the company qualifies as a smaller reporting company - The company is not required to provide this information as it is a smaller reporting company[448](index=448&type=chunk) [Item 8. Financial Statements and Supplementary Data](index=122&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents the company's audited financial statements for 2021 and 2022, with the auditor's report highlighting a "Going Concern" risk due to the impending May 9, 2023 liquidation deadline - The report from the independent auditor, WithumSmith+Brown, PC, contains an explanatory paragraph expressing substantial doubt about the Company's ability to continue as a going concern[544](index=544&type=chunk) Consolidated Balance Sheet Highlights (as of Dec 31, 2022) | Account | Amount | | :--- | :--- | | **Assets** | | | Cash | $21,259 | | Investments held in Trust Account | $420,092,302 | | **Total Assets** | **$420,157,231** | | **Liabilities & Equity** | | | Total current liabilities | $5,140,565 | | Derivative warrant liabilities | $1,549,000 | | Deferred underwriting commissions | $5,796,000 | | Class A ordinary shares subject to possible redemption | $419,992,302 | | **Total shareholders' deficit** | **($12,320,636)** | Consolidated Statement of Operations (Year Ended Dec 31, 2022) | Account | Amount | | :--- | :--- | | Loss from operations | ($4,471,966) | | Change in fair value of derivative warrant liabilities | $15,799,800 | | Income from investments held in Trust Account | $6,068,411 | | **Net Income** | **$17,691,841** | [Item 9A. Controls and Procedures](index=122&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and internal control over financial reporting were effective as of December 31, 2022, with no material changes reported - Management concluded that the company's disclosure controls and procedures were effective as of December 31, 2022[451](index=451&type=chunk) - Management assessed internal control over financial reporting using the COSO framework and determined it was effective as of December 31, 2022[458](index=458&type=chunk) - There were no changes in internal control over financial reporting during the fourth quarter of 2022 that materially affected, or are reasonably likely to materially affect, internal controls[458](index=458&type=chunk) [Part III](index=124&type=section&id=PART%20III) [Item 10. Directors, Executive Officers and Corporate Governance](index=124&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) The company's board comprises seven members, including four independent directors, with established Audit, Compensation, and Nominating committees, and a Code of Business Conduct and Ethics - The board of directors consists of seven members: Kenneth W. Hitchner (Chairman), Richard Qi Li (CEO), Huanan Yang (COO), Derek Nelsen Sulger, Dr. Jingwu Zhang Zang, Qingjun Jin, and Professor Frederick Si Hang Ma[460](index=460&type=chunk)[471](index=471&type=chunk) - The board has determined that Messrs. Jin, Sulger, Zang, and Ma are independent directors, satisfying the NYSE requirement for a majority-independent board[473](index=473&type=chunk) - The board has three standing committees: Audit, Compensation, and Nominating and Corporate Governance, each with a formal charter[474](index=474&type=chunk) - The company has adopted a Code of Business Conduct and Ethics applicable to all directors, officers, and employees[486](index=486&type=chunk) [Item 11. Executive Compensation](index=134&type=section&id=Item%2011.%20Executive%20Compensation) Officers and directors have received no cash compensation, with the Sponsor receiving **$15,000** monthly for administrative support, and future compensation remains undetermined - No officers or directors have received cash compensation for services rendered[487](index=487&type=chunk) - The company pays its Sponsor **$15,000** per month for office space, utilities, and administrative support services[487](index=487&type=chunk) - Post-business combination compensation for directors or management will be determined by the new board and is currently unknown[488](index=488&type=chunk) [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters](index=134&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Shareholder%20Matters) This section details beneficial ownership as of March 31, 2023, with the Sponsor holding **99.1%** of Class B founder shares and institutional investors owning significant Class A Ordinary Shares Beneficial Ownership as of March 31, 2023 | Holder | Class A Shares | % of Class A | Class B Shares | % of Class B | | :--- | :--- | :--- | :--- | :--- | | HH&L Investment Co. (Sponsor) | — | — | 10,262,000 | **99.1%** | | Aristeia Capital, L.L.C. | 3,351,942 | **33.13%** | — | — | | D.E. Shaw & Co., L.L.C. | 1,302,059 | **12.87%** | — | — | | Radcliffe Capital Management, L.P. | 650,778 | **6.43%** | — | — | | Marshall Wace LLP | 593,713 | **5.87%** | — | — | | All officers and directors as a group | — | — | 88,000 | <1% | [Item 13. Certain Relationships and Related Transactions, and Director Independence](index=138&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) This section details related party transactions, including the Sponsor's purchase of Founder Shares for **$25,000** and Private Placement Warrants for **$10.28 million**, administrative fees of **$15,000** monthly, and working capital loans totaling **$1,480,000** - The Sponsor purchased **10,350,000 Founder Shares** for an aggregate price of **$25,000**[498](index=498&type=chunk) - The Sponsor purchased **10,280,000 Private Placement Warrants** at **$1.00** each, for a total of **$10.28 million**, simultaneously with the IPO[500](index=500&type=chunk) - The company has entered into multiple promissory notes with the Sponsor for working capital, including a **$500,000** note in September 2022 and a **$600,000** note in March 2023. As of the report date, the total outstanding borrowings from the Sponsor and DiaCarta were **$1,480,000**[505](index=505&type=chunk)[507](index=507&type=chunk)[293](index=293&type=chunk) - An administrative support agreement is in place where the company pays the Sponsor **$15,000** per month for office space and services[510](index=510&type=chunk) [Item 14. Principal Accountant Fees and Services](index=142&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) This section details fees paid to WithumSmith+Brown, PC, with audit fees of **$91,840** in 2022 and **$142,903** in 2021, and no other service fees, all pre-approved by the audit committee Accountant Fees Paid to WithumSmith+Brown, PC | Fee Type | 2022 | 2021 | | :--- | :--- | :--- | | Audit Fees | **$91,840** | **$142,903** | | Audit-Related Fees | $0 | $0 | | Tax Fees | $0 | $0 | | All Other Fees | $0 | $0 | - The audit committee has a policy to pre-approve all auditing services and permitted non-audit services to be performed by the independent auditors[515](index=515&type=chunk) [Part IV](index=143&type=section&id=PART%20IV) [Item 15. Exhibits, Financial Statement Schedules](index=143&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This section lists all documents filed as exhibits to the Form 10-K, including consolidated financial statements, the Business Combination Agreement, and various related party agreements - This section incorporates by reference the company's consolidated financial statements[517](index=517&type=chunk) - An extensive list of exhibits is filed with the report, including the Business Combination Agreement (Exhibit 2.1), the Warrant Agreement (Exhibit 4.4), and various related party loans and agreements (Exhibits 10.1 through 10.12)[519](index=519&type=chunk)[521](index=521&type=chunk)[535](index=535&type=chunk) [Item 16. Form 10-K Summary](index=147&type=section&id=Item%2016.%20Form%2010-K%20Summary) This item is noted as 'None', indicating no summary is provided under this item in the report - None[537](index=537&type=chunk)