Item 1.01 Entry into a Material Definitive Agreement.
On January 12, 2021, the Registration Statement on Form S-1 (File
No. 333-251419) (the "Registration Statement") relating to the initial public
offering (the "IPO") of Hamilton Lane Alliance Holdings I, Inc. (the "Company")
was declared effective by the U.S. Securities and Exchange Commission (the
"SEC"). A related Registration Statement on Form S-1MEF (File No. 333-252058),
filed with the SEC on January 12, 2021, pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, became effective upon filing. On January 15,
2021, the Company consummated the IPO of 27,600,000 units (the "Units"),
including 3,600,000 Units sold pursuant to the full exercise of the
underwriter's option to purchase additional Units to cover overallotments. Each
Unit consists of one share of Class A common stock, $0.0001 par value per share
(the "Class A Common Stock"), and one-third of one redeemable warrant (the
"Public Warrants"), each whole Public Warrant entitling the holder thereof to
purchase one share of Class A Common Stock at an exercise price of $11.50 per
share, subject to adjustment. The Units were sold at an offering price of $10.00
per Unit, generating gross proceeds of $276,000,000 (before underwriting
discounts and commissions and offering expenses). Further, in connection with
the IPO, the Company entered into the following agreements, forms of which were
previously filed as exhibits to the Registration Statement:
? an Underwriting Agreement, dated January 12, 2021, between the Company and J.P.
Morgan Securities, LLC and Morgan Stanley & Co. LLC, as representatives of the
several underwriters, which contains customary representations and warranties
by the Company, conditions to closing and indemnification obligations of the
Company and the underwriter;
? a Warrant Purchase Agreement, dated January 12, 2021, between the Company and
HL Alliance Holdings Sponsor LLC (the "Sponsor"), pursuant to which the Sponsor
purchased 5,013,333 private placement warrants (the "Private Placement
Warrants"), each exercisable to purchase one share of Class A Common Stock at
$11.50 per share, subject to adjustment, at a price of $1.50 per warrant;
? a Warrant Agreement, dated January 15, 2021, between the Company and
Continental Stock Transfer & Trust Company, as warrant agent (the "Warrant
Agreement"), which sets forth the expiration and exercise price of and
procedure for exercising the Public Warrants and the Private Placement Warrants
(collectively, the "Warrants"); certain adjustment features of the terms of
exercise; provisions relating to redemption and cashless exercise of the
Warrants; provision for amendments to the Warrant Agreement; and
indemnification of the warrant agent by the Company under the agreement;
? a Letter Agreement, dated January 15, 2021, among the Company, the Sponsor and
each of the Company's officers and directors, pursuant to which each of the
initial stockholders have agreed to vote any shares of Class A Common Stock
held by him, her or it in favor of the Company's initial business combination;
to facilitate the liquidation and winding up of the Company if an initial
business combination is not consummated within 24 months or such longer period
as is approved by the Company's stockholders; to certain transfer restrictions
with respect to the Company's securities; and, as to the Sponsor, certain
indemnification obligations;
? an Investment Management Trust Agreement, dated January 12, 2021, between the
Company and Continental Stock Transfer & Trust Company, as trustee, which
establishes the trust account that will hold the net proceeds of the IPO and
certain of the proceeds of the sale of the Private Placement Warrants, and sets
forth the responsibilities of the trustee; the procedures for withdrawal and
direction of funds from the trust account; and indemnification of the trustee
by the Company under the agreement;
? a Registration Rights Agreement, dated January 15, 2021, among the Company, the
Sponsor, and the other Holders (as defined therein) signatory thereto, which
provides for customary demand and piggy-back registration rights for the
Holders, as well as certain transfer restrictions applicable to the Holders
with respect to the Company securities they hold;
? Indemnification Agreements, each dated January 15, 2021, between the Company
and each of the officers and directors of the Company, pursuant to which the
Company has agreed to indemnify each officer and director of the Company
against certain claims that may arise in their roles as officers and directors
of the Company.
The above descriptions are qualified in their entirety by reference to the full
. . .
Item 3.02 Unregistered Sales of Equity Securities.
Simultaneously with the consummation of the IPO and the issuance and sale of the
Units, the Company consummated the private placement of 5,013,333 Private
Placement Warrants at a price of $1.50 per Private Placement Warrant, generating
gross proceeds of $7,520,000 (the "Private Placement"). The Private Placement
Warrants, which were purchased by the Sponsor, are identical to the Public
Warrants, except that, if held by the Sponsor or its permitted transferees, they
(i) are not subject to being called for redemption under certain redemption
scenarios (except in certain redemption scenarios when the price per share of
Class A Common Stock equals or exceeds $10.00 (as adjusted)), (ii) subject to
certain limited exceptions, will be subject to transfer restrictions until 30
days following the consummation of the Company's initial business combination,
(iii) may be exercised for cash or on a cashless basis and (iv) will be entitled
to registration rights. If the Private Placement Warrants are held by holders
other than the Sponsor or its permitted transferees, the Private Placement
Warrants will be redeemable by the Company under all redemption scenarios and
exercisable by holders on the same basis as the Public Warrants. The Private
Placement Warrants have been issued pursuant to, and are governed by, the
Warrant Agreement.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 12, 2021, in connection with the IPO, Thomas Allingham, Holly
Flanagan and Arlene Yocum (the "New Directors" and, collectively with Andrea
Kramer and Hartley Rogers, the "Directors") were appointed to the board of
directors of the Company (the "Board"). Effective January 12, 2021, each of
Mr. Allingham, Ms. Flanagan and Ms. Yocum was also appointed to the Board's
Audit Committee and the Compensation Committee, with Ms. Yocum serving as chair
of the Audit Committee and the Compensation Committee.
In November 2020, the Sponsor transferred 25,000 shares of the Company's Class B
common stock, $0.0001 par value per share to each of Mr. Allingham, Ms. Flanagan
and Ms. Yocum. The Company will reimburse its officers and directors for any
out-of-pocket expenses related to identifying, investigating and completing an
initial business combination.
The disclosure in Item 1.01 above is incorporated in this Item 5.02.
Other than the foregoing, none of the Directors is party to any arrangement or
understanding with any person pursuant to which they were appointed as
directors, nor is any Director party to any transaction required to be disclosed
under Item 404(a) of Regulation S-K involving the Company.
Item 5.03 Amendments to Certificate of Incorporation.
On January 12, 2021, the Company's Amended and Restated Certificate of
Incorporation became effective. The Amended and Restated Certificate of
Incorporation is attached as Exhibit 3.1 hereto and the full text of such
exhibit is incorporated by reference herein.
Item 8.01 Other Events.
A total of $276,000,000 of the net proceeds from the IPO and the Private
Placement (which includes the underwriters' deferred discount of $9,600,000) was
placed in a trust account, with Continental Stock Transfer & Trust Company
acting as trustee. Except with respect to interest earned on the funds held in
the trust account that may be released to the Company to pay its franchise and
income tax obligations, the funds held in the trust account will not be released
from the trust account until the earliest of: (1) the completion of the
Company's initial business combination; (2) the redemption of any public shares
properly submitted in connection with a stockholder vote to amend the Company's
Amended and Restated Certificate of Incorporation (A) to modify the substance or
timing of the Company's obligation to allow redemption in connection with the
Company's initial business combination or to redeem 100% of the Company's public
shares if the Company does not complete its initial business combination within
24 months from the closing of this offering or (B) with respect to any other
provision relating to stockholders' rights or pre-initial business combination
activity; and (3) the redemption of all of the Company's public shares if the
Company has not completed its initial business combination within 24 months from
the closing of the IPO, subject to applicable law.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
1.1 Underwriting Agreement, dated January 12, 2021, between the Company and
J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC as
representatives of the several underwriters
3.1 Amended and Restated Certificate of Incorporation
4.1 Warrant Agreement, dated January 15, 2021, between the Company and
Continental Stock Transfer & Trust Company
10.1 Letter Agreement, dated January 15, 2021, among the Company, HL
Alliance Holdings Sponsor LLC and each of the Company's officers and
directors
10.2 Investment Management Trust Agreement, dated January 12, 2021, between
the Company and Continental Stock Transfer & Trust Company
10.3 Warrant Purchase Agreement, dated January 12, 2021, between the Company
and HL Alliance Holdings Sponsor LLC
10.4 Registration Rights Agreement, dated January 15, 2021, among the
Company, HL Alliance Holdings Sponsor LLC and the other Holders (as
defined therein) signatory thereto
10.5 Form of Indemnification Agreement, dated January 15, 2021, between the
Company and each of the officers and directors of the Company
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