DiaCarta Inc. agreed to acquire HH&L Acquisition Co. (NYSE:HHLA) for approximately $460 million in a reverse merger transaction on October 14, 2022. Upon closing of the Transaction, the combined company will be listed on the New York Stock Exchange. The combined company will continue to be based in Pleasanton, California, and led by Aiguo (Adam) Zhang, Founder and Chief Executive Officer of DiaCarta, and other key members of DiaCarta's management team. Pursuant to the terms of the Business Combination Agreement, the Business Combination will be effected in two steps. First, before the closing of the business combination, both HH&L and DiaCarta will deregister in the Cayman Islands and domesticate as Delaware corporations. Second, at the closing, a wholly-owned subsidiary of HH&L will merge with and into DiaCarta and DiaCarta will survive the merger as a wholly owned subsidiary of HH&L. HH&L will then change its name to “DiaCarta, Inc.” The Transaction implies a pre-money equity value of $460 million for DiaCarta on a fully diluted basis and is expected to close in the first quarter of 2023. An extraordinary general meeting of shareholders of HH&L Acquisition Co. on February 7, 2023 to approve the transaction. As of April 3, 2023, consummation of the Merger, subject to the requisite approval of HH&L’s shareholders, the board of directors of the Company (the “Board”) has unanimously approved. On February 7, 2023, the Company at extraordinary general meeting approved the transaction by shareholders, and extend the Termination Date from February 9, 2023 to May 9, 2023, through three one-month extensions. cease its operations except for the purpose of winding up if it fails to complete such business combination and redeem or repurchase 100% of the Company’s then issued and outstanding public shares for three months, from May 9, 2023 to August 9, 2023, and, if the Company does not consummate a business combination by August 9, 2023, the Termination Date may be further extended. Without the Extension, we believe that we may not be able to complete the Business Combination on or before May 9, 2023. The Company is proposing to amend its Second MAA to extend the Termination Date for three months, from May 9, 2023 to August 9, 2023, and if the Company does not consummate a business combination by August 9, 2023. If the transaction is not completed by August 9, 2023, Termination Date may be further extended, up to six times, each by an additional month, for an aggregate of six additional months, until February 9, 2024. In the event that the Company does not consummate a Business Combination on or before August 9, 2023, the HH&L shall
cease all operations except for the purpose of winding up. As of April 12, 2023, If the Extension Amendment Proposal is approved, (A) for the First-Phase Extension Period, the Company shall deposit into the Trust Account the lesser of $0.48 million and $0.0975 for each public share that is not redeemed as of May 9, 2023. If the Company does not consummate a business combination by the First-Phase Extended Date and the Board elects to further extend the period to consummate a business combination, for each Second-Phase Extension Period, the Company shall deposit into the Trust Account the lesser of $0.16 million and $0.0325 for each public share that is not redeemed as of May 9, 2023. A proposal to approve the adjournment of the Extraordinary Meeting to a later date, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes to approve the Extension Amendment Proposal or if we determine that additional time is necessary to effectuate the Extension. The Adjournment Proposal will only be presented at the Extraordinary Meeting if there are not sufficient votes in connection with, the approval of the Extension Amendment Proposal. As of May 9, 2023, shareholder of HH&L have extended the closing date from May 9, 2023 to August 9, 2023.

Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC ('CCM'), is serving as exclusive financial advisor and capital markets advisor to HH&L. Revere Securities LLC is serving as exclusive financial advisor to DiaCarta. White & Case is serving as legal advisor to HH&L. Loeb & Loeb LLP is serving as legal advisors to DiaCarta. Morgan, Lewis & Bockius LLP is serving as legal counsel to CCM. Continental Stock Transfer & Trust Company is the transfer agent for HH&L. Morrow & Co., LLC is acting as the proxy solicitation agent of HH&L for a fee of $37,500.

DiaCarta Inc. cancelled the acquisition of HH&L Acquisition Co. (NYSE:HHLA) in a reverse merger transaction on June 26, 2023.