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): ~~November 30~~ December 5, ~~2021 (November 30, 2021)~~2022

~~HAMILTON~~Hamilton ~~LANE~~Lane ~~ALLIANCE~~Alliance ~~HOLDINGS~~Holdings I, ~~INC~~ Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-39884	85-4629508
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

110 Washington Street, Suite 1300 Conshohocken, PA		19428
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 48.0201. ~~Non-Reliance~~Other ~~on Previously Issued Financial Statement or Related Audit Report or Completed Interim Review~~Events.

InDue ~~connection~~to ~~with the preparation of its financial statements as of September 30, 2021, the management of~~ Hamilton Lane Alliance Holdings I, Inc. ~~(the “Company”) has re-evaluated the Company~~’s ~~application of ASC 480-10-S99-3A to its accounting classification of the redeemable shares of Class A common stock, par value $0.0001 per share~~ (~~the~~ “~~Public Shares”), issued as part of~~ the ~~units sold in the~~ Company’s ~~initial public offering (the “IPO~~”) onanticipated ~~January~~inability ~~15, 2021. Historically, a portion of the Public Shares was classified as permanent equity~~ to ~~maintain net tangible assets greater than $5,000,000 on the basis that the Company will~~ consummate ~~its~~an initial business combination ~~only~~ ifwithin the ~~Company~~time ~~has~~period ~~net~~required ~~tangible~~by ~~assets~~its ofAmended and atRestated ~~least~~Certificate $5of Incorporation,~~000,001.~~ ~~The~~the Company’s ~~management~~intends ~~has~~to ~~determined~~liquidate ~~that~~its ~~the~~trust ~~Public~~account ~~Shares include~~in ~~certain~~accordance ~~provisions~~with ~~that require classification of~~ the ~~Public~~provisions ~~Shares as temporary equity regardless~~ of ~~the minimum net tangible~~its ~~assets~~Amended ~~required~~and toRestated ~~complete~~Certificate ~~the~~of ~~Company’s~~Incorporation ~~initial~~and ~~business~~will ~~combination.~~redeem Inall ~~connection~~of ~~with~~ the ~~change~~shares inof ~~presentation~~outstanding ~~for the~~ Class A common stock ~~subject~~that towere ~~possible redemption, the Company revised its earnings per share calculation to allocate income and losses shared pro~~included ~~rata~~in ~~between~~ the ~~two~~units ~~classes~~issued ofin ~~shares.~~its ~~This~~initial ~~presentation~~public ~~differs~~offering ~~from~~ (the ~~previously~~“Public ~~presented~~Shares”), ~~method~~at ofa ~~earnings~~ per -share, ~~which~~redemption ~~was similar~~price toof ~~the two-class method~~approximately $10.08.

~~The Company~~As ~~corrected its accounting and classification~~ of the ~~redeemable~~close ~~shares~~ of ~~Class A~~business ~~common~~on ~~stock~~December ~~in the~~14, ~~unaudited quarterly financial statements for the quarterly period ended September 30~~2022, ~~2021 included in~~ the ~~Company’s~~Public Shares ~~quarterly~~will ~~report~~be ondeemed ~~Form 10-Q filed~~cancelled ~~with~~and ~~the~~will ~~SEC~~represent ononly ~~October 29, 2021 and presented~~ the ~~reclassification~~right ofto ~~prior~~receive ~~period financial statement amounts as a revision that did not require~~ the ~~restatement~~redemption ~~of previously issued financial statements~~amount. OnThe ~~November 30, 2021, the~~ Company’s ~~management~~anticipates ~~and~~that the ~~Audit~~Public ~~Committee of the~~Shares ~~Company’s~~will ~~board~~cease oftrading ~~directors (the “Audit Committee”) concluded that its previously issued audited balance sheet as of January 15, 2021 as previously reported as revised in the Company’s Quarterly Report~~ on ~~Form 10-Q filed~~The ~~with~~Nasdaq ~~the~~Stock ~~SEC~~Market onLLC ~~May 21, 2021~~ (~~the~~ “~~Q1 Form 10-Q~~Nasdaq”)~~; the Company’s~~ ~~unaudited quarterly financial statements~~ as of ~~and for~~ the ~~three~~close ~~months ended March 31, 2021 included in the Q1 Form 10-Q, the Company’s unaudited quarterly financial statements as~~ of ~~and~~business ~~for the six months ended June 30, 2021 included in the Company’s quarterly report~~ on ~~Form 10-Q filed~~December ~~with the SEC on July 26~~14, 2021 and Note 2 to the unaudited interim financial statements and Item 4 of Part 1 included in the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, filed with the SEC on October 29, 2021 (collectively, the “Non-Reliance Affected Financial Statements”), should be restated to report all Public Shares as temporary equity and should no longer be relied upon2022.

In Asorder ~~such,~~to provide for the disbursement of funds from the trust account, the Company ~~will~~has ~~restate~~instructed ~~its~~the ~~financial~~trustee ~~statements~~of ~~for~~the trust account to take all necessary actions to liquidate the ~~periods~~trust ~~affected~~account. The proceeds byof the ~~Non-Reliance Affected~~ ~~Financial~~trust ~~Statements~~account will be held in ana ~~amended~~non-interest ~~Quarterly~~bearing ~~Report~~account onwhile ~~Form 10-Q/A~~ awaiting disbursement to the holders of the Public Shares. Record holders may redeem their shares for their pro rata portion of the ~~quarterly~~proceeds of the trust account by delivering their Public Shares to Continental ~~period~~Stock ~~ended~~Transfer ~~September 30,~~& ~~2021~~Trust (Company, the Company’s transfer agent. Beneficial owners of Public Shares held in “Q3street ~~Form 10-Q/A~~name,”) however, as ~~described~~will ~~therein~~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 ~~management~~initial ~~has~~stockholders ~~concluded that~~have inwaived ~~light~~their ~~of the classification error described above, a material weakness exists in the Company’s internal control over financial~~redemption ~~reporting~~rights ~~and~~with ~~that~~respect ~~the~~to ~~Company’s~~its ~~disclosure~~outstanding ~~controls~~common ~~and~~stock ~~procedures~~issued ~~were~~prior ~~not~~to ~~effective as of September 30, 2021, for~~ the ~~periods covered by the Non-Reliance Affected Financial Statements. The~~ Company’s ~~remediation~~initial ~~plan~~public ~~with respect to such material weakness will be described in more detail in the Q3 Form 10-Q/A~~offering.

~~The~~There ~~above~~will ~~changes~~be ~~will~~no ~~not~~redemption ~~have~~rights ~~any~~or ~~impact~~liquidating distributions with onrespect to the Company’s ~~cash~~warrants, ~~position~~which ~~and~~will ~~cash~~expire ~~held in the trust account established in connection with the IPO~~worthless.

The Company’s ~~management~~expects ~~and~~that Nasdaq will file a Form 25 with the ~~Audit~~United ~~Committee~~States ~~have~~Securities ~~discussed~~and Exchange Commission (the ~~matters~~“SEC”) ~~disclosed~~to indelist ~~this~~the ~~Current~~Company’s ~~Report~~securities. onThe ~~Form 8-K pursuant~~Company thereafter expects to ~~this~~file ~~Item 4.02(~~a) Form 15 with ~~WithumSmith+Brown, PC,~~the SEC to terminate the ~~Company’s~~registration ~~independent~~of ~~registered~~its ~~public~~securities ~~accounting~~under ~~firm~~the Securities Exchange Act of 1934, as amended.

~~SIGNATURE~~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.

~~Pursuant~~Item to9.01 ~~the~~Financial ~~requirements~~Statements ofand ~~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~~Exhibits.

Dated: November 30, 2021

(d)	Exhibits.

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

~~HAMILTON LANE ALLIANCE HOLDINGS I, INC. By: /s/ Adam B. Shane Name: Adam B. Shane Title: General Counsel and Secretary~~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

Filing Compare · Hamilton Lane Alliance Holdings I, Inc.