UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date
of earliest event reported): June 30, 2023 (
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Item 1.02 Termination of a Material Definitive Agreement
As previously disclosed by HH&L Acquisition Co., a Cayman Islands exempted company limited by shares (“HH&L” or the “Company”) in its Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on October 14, 2022, HH&L entered into a business combination agreement (as amended on January 20, 2023, the “Business Combination Agreement”) on October 14, 2022 by and among HH&L, Diamond Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of HH&L (“Merger Sub”) and DiaCarta, Ltd., a Cayman Islands exempted company limited by shares (“DiaCarta”). Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Business Combination Agreement.
Also as previously disclosed by the Company in its Current Report on Form 8-K filed with the SEC on January 20, 2023, HH&L, Merger Sub and DiaCarta entered into the first amendment to Business Combination Agreement (the “BCA Amendment”) on January 20, 2023, pursuant to which the Business Combination Agreement was amended to provide that, among other things, DiaCarta shall prepare and submit to NYSE or Nasdaq an initial listing application in connection with the transaction contemplated by the Business Combination Agreement.
On June 26, 2023, HH&L sent DiaCarta a termination notice (the “Termination Notice”) that HH&L had terminated the Business Combination Agreement (the “Termination”) and all Ancillary Agreements, pursuant to Section 8.1 (Termination) thereof and as a remedy at law, based on breaches by DiaCarta of certain representations and covenants contained in the Business Combination Agreement and fraudulent misrepresentation on the part of DiaCarta.
The Termination Notice does not constitute a waiver of, or shall prejudice any of HH&L’s rights under the Business Combination Agreement or at law, and HH&L reserves all such rights in full to pursue any and all loss of HH&L, HH&L Investment Co. (the “Sponsor”), and the shareholders of HH&L with respect to the Termination.
As a result of the Termination, each of (i) the SPAC Holders Support Agreement, dated October 14, 2022, by and among HH&L, the Sponsor, DiaCarta and certain shareholders of HH&L and (ii) the Company Holders Support Agreement, dated October 14, 2022, by and among, HH&L, DiaCarta and certain shareholders of DiaCarta, is terminated in accordance with its terms.
The foregoing description of the Business Combination Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the text of the Business Combination Agreement, which was previously filed as Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC on October 14, 2022, and the BCA Amendment, which was previously filed as Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC on January 20, 2023, which is incorporated by reference herein.
The foregoing description of each of the SPAC Holders Support Agreement and the Company Holders Support Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the text of the SPAC Holders Support Agreement or the Company Holders Support Agreement, as the case may be, which were previously filed as Exhibits 10.1 and 10.2, respectively, to the Current Report on Form 8-K filed with the SEC on October 14, 2022.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| HH&L ACQUISITION CO. | ||
| By: | /s/ Richard Qi Li | |
| Name: | Richard Qi Li | |
| Title: | Chief Executive Officer and Director | |
| Date: June 30, 2023 | ||