Item 1.01 Entry into a Material Definitive Agreement

As previously disclosed on a Current Report on Form 8-K dated July 4, 2022, Health Sciences Acquisitions Corporation 2, a Cayman Islands exempted company ("HSAC2" or the "Company"), entered into an Agreement and Plan of Merger Agreement (the "Merger Agreement") by and among HSAC2, HSAC Olympus Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of HSAC2 ("Merger Sub"), and Orchestra BioMed, Inc., a Delaware corporation ("Orchestra") relating to a business combination between HSAC2 and Orchestra (the "Business Combination"). Pursuant to the terms of the Merger Agreement, the Business Combination will be effected in two steps. First, before the closing of the Business Combination (the "Closing"), HSAC2 will deregister in the Cayman Islands and domesticate as a Delaware corporation in accordance with Section 388 of the Delaware General Corporation Law and the Cayman Islands Companies Act (As Revised) (the "Domestication"). Second, at the Closing, Merger Sub will merge with and into Orchestra, with Orchestra surviving such merger as the surviving entity (the "Merger").

Simultaneously with the execution of the Merger Agreement, HSAC2, Orchestra, and certain funds managed by RTW Investments, LP (the "RTW Funds") entered into a Backstop Agreement (the "Backstop Agreement") pursuant to which the RTW Funds, jointly and severally, agreed to purchase such number of HSAC2 ordinary shares at a price of $10.00 per share to the extent that the amount of Parent Closing Cash (as defined in the Merger Agreement) as of immediately prior to the closing of the Merger is less than $60 million (the "Minimum Available Cash Condition") (inclusive of the $10 million commitment by the RTW Funds pursuant to the Forward Purchase Agreement described below (the "Sponsor Commitment)). Further, simultaneously with the execution of the Merger Agreement, HSAC2 and Orchestra entered into a forward purchase agreement (the "Forward Purchase Agreements") with the RTW Funds (each a "Purchasing Party"), pursuant to which the Purchasing Parties agreed to purchase $10 million of HSAC2 ordinary shares, less the dollar amount of HSAC2 ordinary shares holding redemption rights that the Purchasing Parties acquire and hold until immediately prior to the Domestication.

On October 21, 2022, the parties amended both the Backstop Agreement and the Forward Purchase Agreement to provide that: (1) the per share purchase price under each of the Backstop Agreement and the Forward Purchase Agreement will not exceed the redemption price available to HSAC2 shareholders exercising redemption rights at the shareholder meeting held to approve the Business Combination; (2) any shares purchased pursuant to the Backstop Agreement or the Forward Purchase Agreement, or otherwise acquired by the RTW Funds outside of the existing redemption offer, will not be voted in favor of approving the Business Combination, and (3) the RTW Funds will waive redemption rights with respect to such purchases in the vote to approve the Business Combination.

Item 9.01. Financial Statements and Exhibits.





Exhibit No.   Description
10.1            Amendment to Forward Purchase Agreement dated as of October 21, 2022,
              by and among Health Sciences Acquisitions Corporation 2, Orchestra
              BioMed, Inc., and RTW Master Fund, Ltd., RTW Innovation Master Fund,
              Ltd., and RTW Venture Fund Limited
10.2            Amendment to Backstop Agreement dated as of October 21, 2022, by and
              among Health Sciences Acquisitions Corporation 2, Orchestra BioMed,
              Inc., RTW Master Fund, Ltd., RTW Innovation Master Fund, Ltd., and RTW
              Venture Fund Limited
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)




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