SEC Comment Letter 0000000000-22-013951 to HH&L Acquisition Co. (CIK 0001824185)
HH&L Acquisition Co. (CIK 0001824185)
Date: Dec. 28, 2022 · CIK: 0001824185 · Accession: 0000000000-22-013951
AI Filing Summary & Sentiment
File numbers found in text: 001-40006
Letter
United States securities and exchange commission logo December 28, 2022 Richard Qi Li Chief Executive Officer HH&L Acquisition Co. Suite 2001-2002, 20/F, York House The Landmark, 15 Queen’s Road Central Central, Hong Kong Re:HH&L Acquisition Co. Preliminary Proxy on Schedule 14A Filed December 23, 2022 File No. 001-40006 Dear Richard Qi Li: We have conducted a limited review of your filing and have the following comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this comment within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this comment, we may have additional comments. Preliminary Proxy on Schedule 14A, Filed December 23, 2022 General 1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, has any members who are, or has substantial ties with, a non-U.S. person. If so, please revise your filing to include risk factor disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business combination with a target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets with which you could complete an initial business combination may be limited. Further, disclose that the time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from completing an initial business combination and require
FirstName LastNameRichard Qi Li Comapany NameHH&L Acquisition Co. December 28, 2022 Page 2 FirstName LastName Richard Qi Li HH&L Acquisition Co. December 28, 2022 Page 2 you to liquidate. Disclose the consequences of liquidation to investors, such as the losses of the investment opportunity in a target company, any price appreciation in the combined company, and the warrants, which would expire worthless. 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. Please contact Margaret Schwartz at 202-551-7153 or Celeste Murphy at 202-551-3257 with any other questions. Sincerely, Division of Corporation Finance Office of Industrial Applications and Services cc: Joel L. Rubinstein, Esq.
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United States securities and exchange commission logo
December 28, 2022
Richard Qi Li
Chief Executive Officer
HH&L Acquisition Co.
Suite 2001-2002, 20/F, York House
The Landmark, 15 Queen’s Road Central
Central, Hong Kong
Re:HH&L Acquisition Co.
Preliminary Proxy on Schedule 14A
Filed December 23, 2022
File No. 001-40006
Dear Richard Qi Li:
We have conducted a limited review of your filing and have the following comment. In
our comment, we may ask you to provide us with information so we may better understand your
disclosure.
Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this comment, we may have additional comments.
Preliminary Proxy on Schedule 14A, Filed December 23, 2022
General
1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, has
any members who are, or has substantial ties with, a non-U.S. person. If so, please revise
your filing to include risk factor disclosure that addresses how this fact could impact your
ability to complete your initial business combination. For instance, discuss the risk to
investors that you may not be able to complete an initial business combination with a
target company should the transaction be subject to review by a U.S. government entity,
such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately
prohibited. Disclose that as a result, the pool of potential targets with which you could
complete an initial business combination may be limited. Further, disclose that the time
necessary for government review of the transaction or a decision to prohibit the
transaction could prevent you from completing an initial business combination and require
FirstName LastNameRichard Qi Li
Comapany NameHH&L Acquisition Co.
December 28, 2022 Page 2
FirstName LastName
Richard Qi Li
HH&L Acquisition Co.
December 28, 2022
Page 2
you to liquidate. Disclose the consequences of liquidation to investors, such as the losses
of the investment opportunity in a target company, any price appreciation in the combined
company, and the warrants, which would expire worthless.
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.
Please contact Margaret Schwartz at 202-551-7153 or Celeste Murphy at 202-551-3257
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc: Joel L. Rubinstein, Esq.