UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date
of earliest event reported): April 18, 2023 (April 16, 2023)
HH&L
Acquisition Co.
(Exact name of registrant as specified in its charter)
Cayman Islands |
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001-40006 |
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N/A |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
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(I.R.S. Employer
Identification No.) |
Suite
2001-2002, 20/F, York House, The Landmark, 15 Queen’s Road Central
Central, Hong Kong 00000
(Address of principal
executive offices, including zip code)
(852) 3752 2870
(Registrant’s telephone
number, including area code)
Not Applicable
(Former name or former
address, if changed since last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
x |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
Class A ordinary shares, par value $0.0001 per share |
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HHLA |
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The New York Stock Exchange |
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share |
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HHLA WS |
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The New York Stock Exchange |
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant |
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HHLA.U |
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The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act. ¨
Item 8.01 Other Events.
As previously announced on October 14, 2022, HH&L
Acquisition Co., a Cayman Islands exempted company limited by shares (“HH&L”), entered into a Business Combination
Agreement (as amended from time to time, the “Business Combination Agreement”), by and among HH&L, Diamond Merger
Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of HH&L (“Merger Sub”), and DiaCarta, Ltd.,
a Cayman Islands exempted company limited by shares (“DiaCarta”).
On April 16, 2023, DiaCarta issued a press release
announcing it will present five data posters at the American Association of Cancer Research Annual Meeting 2023, which convenes in Orlando,
Florida from April 14 to April 19, 2023.
The information in this Item 8.01 and Exhibits
99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of1934, as amended
(the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated
by reference into the filings of HH&L under the Securities Act of 1933, as amended (the “Securities Act”) or the
Exchange Act, regardless of any general incorporation language in such filings. This Current Report will not be deemed an admission as
to the materiality of any of the information in this Item 8.01, including Exhibit 99.1.
Important Additional Information Will Be Filed
with the SEC
This current report relates to the proposed business
combination between HH&L and DiaCarta (the “Business Combination”). HH&L has filed a preliminary, and will file a
definitive, proxy statement, which will include a prospectus, which will be a part of a registration statement, and other relevant documents
with the SEC. This current report does not contain all the information that should be considered concerning the proposed Business Combination
and is not intended to form the basis of any investment decision or any other decision in respect of the Business Combination. HH&L’s
and DiaCarta’s shareholders and other interested persons are urged to read the proxy statement/prospectus and any other relevant
documents filed with the SEC when they become available, and any amendments thereto, because, among other things, they will contain updates
to the financial, industry and other information herein as well as important information about HH&L, DiaCarta and the contemplated
Business Combination. When available, the definitive proxy statement/prospectus and other relevant materials for the proposed Business
Combination will be mailed to shareholders of HH&L as of a record date to be established for voting on the proposed Business Combination.
Shareholders will be able to obtain a free copy of the proxy statement/prospectus (when filed), as well as other filings containing information
about HH&L, DiaCarta and the proposed Business Combination, without charge, at the SEC’s website located at www.sec.gov or by
directing a request to: HH&L Acquisition Co., Suite 2001-2002, 20/F, York House, The Landmark, 15 Queen’s Road Central, Central,
Hong Kong. Investment in any securities described herein has not been approved or disapproved by the SEC or any other regulatory authority
nor has any authority passed upon or endorsed the merits of the Business Combination or the accuracy or adequacy of the information contained
herein. Any representation to the contrary is a criminal offense.
Forward-Looking Statements
This current report contains certain statements,
estimates, targets, forecasts, and projections with respect to HH&L or DiaCarta. All statements other than statements of historical
fact are forward-looking statements. Forward-looking statements include, without limitation, statements regarding the estimated future
financial performance and financial position of DiaCarta. Future results are not possible to predict. Opinions and estimates offered in
this current report constitute DiaCarta’s judgment and are subject to change without notice, as are statements about market trends,
which are based on current market conditions. You can identify these forward looking statements through the use of words such as “may,”
“will,” “can,” “anticipate,” “assume,” “should,” “indicate,” “would,”
“believe,” “contemplate,” “expect,” “seek,” “estimate,” “continue,”
“plan,” “point to,” “project,” “predict,” “could,” “intend,” “target,”
“potential” and other similar words and expressions of the future, but the absence of these words does not necessarily mean
that a statement is not forward-looking. Such forward-looking statements are based on estimates, assumptions and factors that are inherently
uncertain, that are beyond DiaCarta’s control or ability to predict and that could cause actual results to differ materially from
expected results. As a result, they are subject to significant risks and uncertainties and actual events or results may differ materially
from these forward-looking statements. No reliance should be placed on, any forward-looking statements, including any projections, targets,
estimates or forecasts contained in this current report. Any forward-looking statement speaks only as of the date on which it was made,
based on information available as of the date of this current report, and such information may be inaccurate or incomplete. Products described
by DiaCarta in its pipeline are under investigation and have not been proven to be safe or effective, and there is no guarantee any such
product will be approved in the sought-after indication or will meet the developmental milestones set forth herein, including within the
timeline set forth herein. Neither DiaCarta, nor HH&L undertakes any obligation to release any revisions to such forward-looking statements,
whether as a result of new information, future events or otherwise, except as required by law. Information regarding performance by, or
businesses associated with, our management team or businesses associated with them is presented for informational purposes only. Past
performance by DiaCarta’s management team and its affiliates is not a guarantee of future performance. Therefore, you should not
rely on the historical record of the performance of DiaCarta’s management team or businesses associated with them as indicative
of DiaCarta’s future performance of an investment or the returns DiaCarta will, or is likely to, generate going forward.
Participants in the Solicitation
HH&L and its directors and executive officers
may be deemed to be participants in the solicitation of proxies from HH&L’s shareholders in connection with the proposed Business
Combination. A list of the names of HH&L’s directors and executive officers and information regarding their interests in HH&L
is contained in HH&L’s Annual Report on Form 10-K, which was filed with the SEC on March 30, 2022, and is available free of
charge at the SEC’s website at www.sec.gov, or by directing a request to HH&L Acquisition Co., Suite 2001-2002, 20/F, York House,
The Landmark, 15 Queen’s Road Central, Central, Hong Kong. Additional information regarding the interests of any such participants
will be contained in the proxy statement/prospectus for the proposed Business Combination when available.
DiaCarta and its directors and executive officers
may also be deemed to be participants in the solicitation of proxies from the shareholders of HH&L in connection with the proposed
Business Combination. A list of the names of such directors and executive officers and information regarding their interests in the proposed
Business Combination will be included in the proxy statement/prospectus for the proposed Business Combination when available.
The definitive proxy statement/prospectus will
be mailed to shareholders as of a record date to be established for voting on the proposed Business Combination when it becomes available.
Shareholders, potential investors and other interested persons should read the proxy statement/prospectus carefully when in becomes available
before making any voting or investment decisions.
No Offer or Solicitation
This current report is for informational purposes
only and does not constitute (i) a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the
Business Combination, (ii) an offer or invitation for the sale or purchase of the securities, assets or business described herein or a
commitment of HH&L, DiaCarta or any of their respective subsidiaries, stockholders, affiliates, representatives, partners, directors,
officers, employees, advisers or agents, with respect to any of the foregoing, nor shall there be any sale of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
jurisdiction, and this press release shall not form the basis of any contract, commitment or investment decision and does not constitute
either advice or recommendation regarding any securities.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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.
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HH&L ACQUISITION CO. |
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By: |
/s/ Richard Qi Li |
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Name: |
Richard Qi Li |
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Title: |
Chief Executive Officer and Director |
Date:
April 18, 2023
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