Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On January 19, 2023, Health Sciences Acquisitions Corporation 2, a Cayman
Islands exempted company ("HSAC2" or the "Company"), received a notice from The
Nasdaq Stock Market ("Nasdaq") stating that the Company failed to hold an annual
meeting of stockholders within 12 months after its fiscal year ended December
31, 2021, as required by Nasdaq Listing Rule 5620(a). In accordance with Nasdaq
Listing Rule 5810(c)(2)(G), the Company has 45 calendar days (or until March 5,
2023) to submit a plan to regain compliance and, if Nasdaq accepts the plan,
Nasdaq may grant the Company up to 180 calendar days from its fiscal year end,
or until June 29, 2023, to regain compliance. If Nasdaq does not accept the
Company's plan, the Company will have the opportunity to appeal the decision in
front of a Nasdaq Hearings Panel.
As previously disclosed in a proxy statement/prospectus dated December 16, 2022,
the Company will hold an extraordinary general meeting of shareholders (the
"General Meeting") on January 24, 2023 for the purposes of considering and
voting upon, among other things, the previously announced business combination
of HSAC Olympus Merger Sub, Inc., a Delaware corporation and a majority-owned
subsidiary of HSAC2, with Orchestra BioMed, Inc., a Delaware corporation (the
"Business Combination"). If the Business Combination is approved at the General
Meeting and is consummated, the Company believes that, pursuant to public
guidance provided on the Nasdaq Listing Center Reference Library, the Company
will be treated as a newly-listed company and will be required to hold an annual
meeting within one year after its first fiscal year end following listing on
Nasdaq (or until December 31, 2024).
Accordingly, the Company plans to consummate the Business Combination as soon as
practicable, after which the combined company will be treated as a newly listed
entity. Therefore, the Company does not currently intend to submit a compliance
plan within the specified period.
Cautionary Note Regarding Forward-Looking Statements
The statements contained in this Current Report on Form 8-K that are not purely
historical are forward-looking statements. Our forward-looking statements
include, but are not limited to, statements regarding our or our management's
expectations, hopes, beliefs, intentions or strategies regarding the future. In
addition, any statements that refer to projections, forecasts or other
characterizations of future events or circumstances, including any underlying
assumptions, are forward-looking statements. The words "anticipates," "believe,"
"continue," "could," "estimate," "expect," "intend," "may," "might," "plan,"
"possible," "potential," "predict," "project," "should," "would" and similar
expressions may identify forward-looking statements, but the absence of these
words does not mean that a statement is not forward-looking. Forward-looking
statements in this report may include, for example, statements about our ability
to complete our initial business combination; our success in retaining or
recruiting, or changes required in, our officers, key employees or directors
following our initial business combination; the delisting of our securities from
Nasdaq or an inability to have our securities listed on Nasdaq following a
business combination; the potential liquidity and trading of our securities; and
the lack of a market for our securities. Factors that can affect future results
include, but are not limited to, those discussed under the heading "Risk
Factors" and "Management's Discussion and Analysis of Financial Condition" in
the Company's filings with the Securities and Exchange Commission. There can be
no assurance that future developments affecting us will be those that we have
anticipated. These forward-looking statements involve a number of risks,
uncertainties (some of which are beyond our control) or other assumptions that
may cause actual results or performance to be materially different from those
expressed or implied by these forward-looking statements. Should one or more of
these risks or uncertainties materialize, or should any of our assumptions prove
incorrect, actual results may vary in material respects from those projected in
these forward-looking statements. We undertake no obligation to update or revise
any forward-looking statements, whether as a result of new information, future
events or otherwise, except as may be required under applicable securities laws
and/or if and when management knows or has a reasonable basis on which to
conclude that previously disclosed projections are no longer reasonably
attainable.
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