UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
As previously disclosed by HH&L Acquisition Co. (the “Company”) on June 7, 2023, the Company issued an unsecured convertible promissory note (the “Original Note”) to HH&L Investment Co. (the “Sponsor”), pursuant to which the Company may borrow up to $3,000,000 under the Original Note.
In addition, as previously disclosed by the Company on August 9, 2023, the Company, the Sponsor and Polar Multi-Strategy Master Fund (“Polar”), an unaffiliated third party of the Company, entered into a subscription agreement (the “Subscription Agreement”) pursuant to which Polar agrees to make certain capital contributions (the “Investor Capital Contribution”) from time to time, at the request of the Sponsor, subject to the terms and conditions of the Subscription Agreement, to the Sponsor to meet the Sponsor’s commitment to fund the Company’s working capital needs.
Pursuant to the Subscription Agreement, in the event that the Company or the Sponsor defaulted under their respective obligations to issue Class A ordinary shares of the Company, and/or return the Investor Capital Contribution funded by Polar in cash or Class A ordinary shares of the Company, in each case to Polar at or around the closing of the business combination in accordance with the Subscription Agreement, and such default continues for a period of twelve business days following Polar’s written notice to the Company and the Sponsor, the Sponsor shall transfer to Polar one Class B ordinary share of the Company (a “Founder Share”) for each ten dollars Polar has funded each month thereafter, until the default is cured, to the extent permissible under applicable laws and agreements which Sponsor or the Company is party to; provided that the total number of Founder Shares to be transferred to Polar shall not exceed one Founder Share for each dollar of the Investor Capital Contribution funded by Polar (“Founder Share Indemnity”). In addition, the Sponsor will also pay Polar the reasonably attorney fee incurred by Polar in connection with the Subscription Agreement not exceeding $5,000 (“Fee Reimbursement”).
The Company and the Sponsor agree to amend and restate the Original Note on [●], 2023 (such note, the “Amended Note”), so that (i) the Company will reimburse the Sponsor $5,000 for the fees to be paid by the Sponsor under the Fee Reimbursement on the Maturity Date of the Amended Note; and (ii) in the event that an Event of Default occurs under the Amendment Note, the Company shall promptly pay the Sponsor on each date the Sponsor is required to transfer Founder Shares under the Founder Share Indemnity an amount equal to the product of $10 and the number of Founder Shares so delivered under the Founder share Indemnity.
Save for the above, there is no other amendment to the Amended Note.
The foregoing description of the Amended Note does not purport to be complete and is qualified in its entirety by the terms and conditions of thereof. A copy of the Note is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information disclosed under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03 to the extent required herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 10.1 | Amended and Restated Convertible Promissory Note, dated as of August 28, 2023, issued to HH&L Investment Co.. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
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 Li | ||
| Title: Director and Chief Executive Officer | ||
Dated: August 28, 2023