S-1MEF 1 tm215385d1_s1mef.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

(Primary Standard Industrial

Classification Code Number)

Not Applicable
(I.R.S. Employer Identification No.)

 

 

Suite 3508, One Exchange Square

8 Connaught Place

Central, Hong Kong

Tel: (852) 3752 2870
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

  

Puglisi & Associates

850 Library Avenue, Suite 204

Newark, Delaware 19711

Tel: (1) 302-738-6680

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

 

Copies to:

 

Joel L. Rubinstein

White & Case LLP

1221 Avenue of the Americas

New York, New York 10020-1095

Tel: (212) 819-7642

Jessica Zhou

White & Case

9th Floor Central Tower

28 Queen's Road Central

Hong Kong

Tel: +852 2822-8725

Fang Liu

Ying White

Andrew S. Epstein

Clifford Chance US

LLP

c/o 27/F, Jardine

House

One Connaught Place

Hong Kong

Tel: (852) 2825 8888

Daniel Lee

Maples and Calder

P.O. Box 309, Ugland

House

Grand Cayman

KY1-1104

Cayman Islands

Tel: (345) 949-8066

Gregg A. Noel

Michael J. Mies

Skadden, Arps, Slate,

Meagher

& Flom LLP

525 University Avenue

Palo Alto, CA 94301

Tel: (650) 470-454

Z. Julie Gao,

Skadden, Arps, Slate,

Meagher & Flom LLP.

c/o 42/F, Edinburgh

Tower

The Landmark

15 Queen’s Road,

Central

Hong Kong

Tel: (852) 3740-4700

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

 

 

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: ¨

 

If this Form is filed to registered additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x File Number 333-252254

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

 

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 x     Smaller reporting company x
            Emerging growth company x

 

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 7(a)(2)(B) of the Securities Act. ¨

 

 

 

 

 

 

CALCULATION OF REGISTRATION FEE
Title of Each Class of
Security Being Registered
Amount
Being
Registered
Proposed Maximum
Offering Price
Per Security(1)
Proposed Maximum
Aggregate
Offering Price(1)
Amount Of
Registration Fee
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant(2) 6,900,000 Units $10.00 $69,000,000 $7,527.90
Class A ordinary shares included as part of the units(3) 6,900,000 Shares (4)
Redeemable warrants included as part of the units(3) 3,450,000 Warrants (4)
Total     $69,000,000 $7,527.90(5)

 

(1)Estimated solely for the purpose of calculating the registration fee.

 

(2)Represents 6,900,000 units, consisting of 6,900,000 Class A ordinary shares and 3,450,000 redeemable warrants (including 900,000 units, consisting of 900,000 Class A ordinary shares and 450,000 redeemable warrants, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any).

 

(3)Pursuant to Rule 416, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share sub-divisions, share dividends or similar transactions.

 

(4)No fee pursuant to Rule 457(g).

 

(5)The Registrant previously registered securities having a proposed maximum aggregate offering price of $345,000,000 on its Registration Statement on Form S-1, as amended (File No. 333-252254), which was declared effective by the Securities and Exchange Commission on February 4, 2021. In accordance with Rule 462(b) under the Securities Act, an additional number of securities having a proposed maximum offering price of $69,000,000 is hereby registered, which includes securities issuable upon the exercise of the underwriters’ over-allotment option.

 

 

 

This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) promulgated under the Securities Act.

 

 

 

 

EXPLANATORY NOTE AND INCORPORATION

INFORMATION BY REFERENCE

 

This Registration Statement on Form S-1 is being filed with respect to the registration of 6,900,000 additional units of HH&L Acquisition Co., a Cayman Islands exempted company (the “Registrant”), each consisting of one Class A ordinary share and one-half of one redeemable warrant, pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and General Instruction V of Form S-1, including 900,000 units that may be purchased by the underwriters to cover over-allotments, if any. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to certain adjustments, and only whole warrants are exercisable. Pursuant to Rule 462(b), the Registrant hereby incorporates by reference into this Registration Statement on Form S-1 in its entirety the Registration Statement on Form S-1, as amended (File No. 333-252254) initially filed on January 20, 2021 and declared effective on February 4, 2021 by the Securities and Exchange Commission (the “Commission”), including each of the documents filed by the Registrant with the Commission and incorporated or deemed to be incorporated by reference therein and all exhibits thereto.

 

 

 

 

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

 

Item 16. Exhibits and Financial Statement Schedules.

 

(a)       Exhibits. All exhibits filed with or incorporated by reference in Registration Statement No. 333-252254 are incorporated by reference herein, and shall be deemed to be a part of this Registration Statement, except for those set forth in the exhibit index attached hereto, which are filed herewith.

 

Exhibit Number

  Description
5.1   Opinion of White & Case LLP
5.2   Opinion of Maples and Calder, Cayman Islands counsel to the Registrant
23.1   Consent of WithumSmith+Brown, PC
23.2   Consent of White & Case LLP (included in Exhibit 5.1)
23.3   Consent of Maples and Calder (included in Exhibit 5.2)

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hong Kong, on the fourth day of February 2021.

 

  HH&L Acquisition Co.
  By: /s/ Richard Qi Li
    Name: Richard Qi Li
    Title: Chief Executive Officer

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

 

Signature Title Date
     
/s/ Richard Qi Li Chief Executive Officer and Director February 4, 2021
Richard Qi Li (Principal Executive Officer)  
     
/s/ Yingjie (Christina) Zhong Chief Financial Officer February 4, 2021
Yingjie (Christina) Zhong (Principal Financial and Accounting Officer)   
     
/s/ Kenneth W. Hitchner Chairman of the Board February 4, 2021
Kenneth W. Hitchner    
     
/s/  Huanan Yang Chief Operating Officer and Director February 4, 2021
Huanan Yang    
     
/s/  Qingjun Jin Director February 4, 2021
Qingjun Jin    
     
/s/  Jingwu Zhang Zang Director February 4, 2021
Jingwu Zhang Zang    
     
/s/  Frederick Si Hang Ma Director February 4, 2021
Frederick Si Hang Ma    

 

 

 

 

AUTHORIZED REPRESENTATIVE

 

Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, the undersigned has signed this registration statement, solely in its capacity as the duly authorized representative of HH&L Acquisition Co., in the City of Newark, Delaware, on the fourth day of February, 2021.

 

 

U.S. DULY APPOINTED REPRESENTATIVE PUGLISI & ASSOCIATES

 

 

  By: /s/  Donald J. Puglisi
    Name:  Donald J. Puglisi
    Title: Managing Director