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
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