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                               January 29, 2021

       Richard Qi Li
       Chief Executive Officer and Director
       HH&L Acquisition Co.
       Suite 3508, One Exchange Square
       8 Connaught Place
       Central, Hong Kong

                                                        Re: HH&L Acquisition
Co.
                                                            Registration
Statement on Form S-1
                                                            Filed January 20,
2021
                                                            File No. 333-252254

       Dear Mr. Li:

              We have reviewed your registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Registration Statement on Form S-1

       Exhibits

   1.                                                   We note that the form
of warrant agreement filed as Exhibit 4.4 provides that any action,
                                                        proceeding or claim
against it arising out of or relating in any way to the agreement shall
                                                        be brought and enforced
in the courts of the State of New York or the United States
                                                        District Court for the
Southern District of New York, and irrevocably submits to such
                                                        jurisdiction, which
jurisdiction shall be exclusive. If this provision requires investors in
                                                        this offering to bring
any such action, proceeding or claim in the courts of the State of
                                                        New York or the United
States District Court for the Southern District of New York,
                                                        please disclose such
provision in your registration statement, and disclose whether this
                                                        provision applies to
actions arising under the Securities Act or Exchange Act. If the
 Richard Qi Li
HH&L Acquisition Co.
January 29, 2021
Page 2
      provision applies to actions arising under the Securities Act or Exchange
Act, please also
      add related risk factor disclosure. If this provision does not apply to
actions arising under
      the Securities Act or Exchange Act, please also ensure that the provision
in the warrant
      agreement states this clearly.
2.    We refer you to certain disclosures in your prospectus of various
provisions in your
      amended memorandum and articles of association that are not included in
the form of
      amended memorandum and articles of association filed as Exhibit 3.2. For
example,
      among others, you disclose that your amended memorandum and articles of
association
      includes provisions relating to the 24-month period in which you intend
to complete your
      initial business combination, redemption of public shares, pre-initial
business combination
      amendments, and renouncement of corporate opportunities of your directors
and officers.
      Additionally, you disclose that approval of certain actions require a
special resolution
      under Cayman Islands law, which requires the affirmative vote of a
majority of at least
      two-thirds of the shareholders who attend and vote at a general meeting
of the company,
      and pursuant to your amended and restated memorandum and articles of
association, such
      actions include amending your amended and restated memorandum and
articles of
      association and approving a statutory merger or consolidation with
another company.
      However, none of these provisions appear to be included in your filed
amended
      memorandum and articles of association. Please revise to address the
inconsistencies or
      advise.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

        You may contact Sondra Snyder, Staff Accountant, at 202-551-3332 or Gus
Rodriguez,
Accounting Branch Chief, at 202-551-3752 if you have questions regarding
comments on the
financial statements and related matters. Please contact Irene
Barberena-Meissner, Staff
Attorney, at 202-551-6548 or Loan Lauren Nguyen, Legal Branch Chief, at
202-551-3642 with
any other questions.



                                                             Sincerely,
FirstName LastNameRichard Qi Li
                                                             Division of
Corporation Finance
Comapany NameHH&L Acquisition Co.
                                                             Office of Energy &
Transportation
January 29, 2021 Page 2
cc:       Joel L. Rubinstein, Esq.
FirstName LastName