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Form 8-K Hamilton Lane Alliance For: Dec 05

December 5, 2022 9:18 AM EST

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT 

Pursuant to Section 13 or Section 15(d) 
of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): December 5, 2022

 

 

Hamilton Lane Alliance Holdings I, Inc.

 

(Exact name of registrant as specified in its charter)

 

  

Delaware   001-39884   85-4629508

(State or other jurisdiction
of incorporation or organization)

  (Commission
File Number)
  (I.R.S. Employer
Identification Number)

 

1 Presidential Blvd., Floor 4
Bala Cynwyd, PA

  19428
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (610) 934-2222

 

Not Applicable

(Former name or former address, if changed since last report)

 

  

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class  

Trading

Symbol(s)

 

Name of each exchange

on which registered

Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-third of one redeemable warrant   HLAHU   The Nasdaq Stock Market LLC
Shares of Class A common stock included as part of the units   HLAH   The Nasdaq Stock Market LLC
Redeemable warrants included as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50   HLAHW   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

  

Item 8.01. Other Events.

 

Due to Hamilton Lane Alliance Holdings I, Inc.’s (“the Company’s”) anticipated inability to consummate an initial business combination within the time period required by its Amended and Restated Certificate of Incorporation, the Company intends to liquidate its trust account in accordance with the provisions of its Amended and Restated Certificate of Incorporation and will redeem all of the shares of outstanding Class A common stock that were included in the units issued in its initial public offering (the “Public Shares”), at a per-share redemption price of approximately $10.08.

 

As of the close of business on December 14, 2022, the Public Shares will be deemed cancelled and will represent only the right to receive the redemption amount. The Company anticipates that the Public Shares will cease trading on The Nasdaq Stock Market LLC (“Nasdaq”) as of the close of business on December 14, 2022.

 

In order to provide for the disbursement of funds from the trust account, the Company has instructed the trustee of the trust account to take all necessary actions to liquidate the trust account. The proceeds of the trust account will be held in a non-interest bearing account while awaiting disbursement to the holders of the Public Shares. Record holders may redeem their shares for their pro rata portion of the proceeds of the trust account by delivering their Public Shares to Continental Stock Transfer & Trust Company, the Company’s transfer agent. Beneficial owners of Public Shares held in “street name,” however, will not need to take any action in order to receive the redemption amount. The redemption of the Public Shares is expected to be completed within ten business days after December 15, 2022.

 

The Company’s initial stockholders have waived their redemption rights with respect to its outstanding common stock issued prior to the Company’s initial public offering.

 

There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless.

 

The Company expects that Nasdaq will file a Form 25 with the United States Securities and Exchange Commission (the “SEC”) to delist the Company’s securities. The Company thereafter expects to file a Form 15 with the SEC to terminate the registration of its securities under the Securities Exchange Act of 1934, as amended.

 

On December 5, 2022, the Company issued a press release announcing that the Company intends to liquidate the trust in accordance with the provisions of its Amended and Restated Certificate of Incorporation and will redeem all of its Public Shares. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.
   
99.1 Press Release, dated December 5, 2022
104 Cover Page Interactive Data File (formatted as Inline XBRL)

  

 

 

  

SIGNATURE

 

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.

 

Dated: December 5, 2022

 

  HAMILTON LANE ALLIANCE HOLDINGS I, INC.
   
  By: /s/ Andrea Anigati (Kramer)
  Name: Andrea Anigati (Kramer)
  Title: Chief Executive Officer

 

 

 

 

ATTACHMENTS / EXHIBITS

EXHIBIT 99.1

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