Item 1.01 Entry into a Material Definitive Agreement

On July 4, 2022, Health Sciences Acquisition 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"). Pursuant to the terms of the Merger Agreement, a business combination between HSAC2 and Orchestra (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"). Upon consummation of the Business Combination, Orchestra will become a wholly owned subsidiary of HSAC2. HSAC2 will then change its name to "Orchestra BioMed Holdings, Inc." We refer to HSAC2, after giving effect to the Business Combination, as "New Orchestra."

Simultaneously with the execution of the Merger Agreement, HSAC2 and Orchestra entered into separate forward purchase agreements (the "Forward Purchase Agreements") with certain funds managed by RTW Investments, LP (the "RTW Funds") and Covidien Group S.à.r.l., an affiliate of Medtronic plc ("Medtronic" and the RTW Funds, each a "Purchasing Party"), pursuant to which each of the Purchasing Parties agreed to purchase $10 million of HSAC2 ordinary shares, for a total of $20 million, less the dollar amount of HSAC2 ordinary shares holding redemption rights that the Purchasing Party acquires and holds until immediately prior to the Domestication.

Simultaneously with the execution of the Merger Agreement and Forward Purchase Agreements, HSAC2, Orchestra, and 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 above (the "Sponsor Commitment)).

The closings under the Forward Purchase Agreements and Backstop Agreement, if any, will occur immediately prior to the Domestication. HSAC 2 Holdings, LLC, HSAC2's sponsor (the "Sponsor"), and the Purchasing Parties will have registration rights pursuant to the Amended and Restated Registration Rights and Lock-Up Agreement described below with respect to the shares of HSAC2 common stock, par value $0.0001 per share, received in the Domestication ("HSAC2 Common Stock"). We refer to HSAC2 Common Stock, after giving effect to the Business Combination, as "New Orchestra Common Stock."

In addition, the Sponsor has agreed that 25% or 1,000,000 shares of its New Orchestra Common Stock received in the Domestication will be forfeited to New Orchestra on the first business day following the fifth anniversary of the Closing unless, as to 500,000 shares, the VWAP (as defined in the Merger Agreement) of the New Orchestra Common Stock is greater than or equal to $15.00 per share over any 20 Trading Days (as defined in the Merger Agreement) within any 30-Trading Day period, and as to the remaining 500,000 shares, the VWAP of the New Orchestra Common Stock is greater than or equal to $20.00 per share over any 20-Trading Days within any 30-Trading Day period. Further, the Sponsor and HSAC2's other initial shareholders prior to its initial public offering have agreed to subject the 4,000,000 shares of New Orchestra Common Stock to be received in the Domestication in exchange for the 4,000,000 HSAC2 ordinary shares issued to HSAC2's initial shareholders prior to its initial public offering and 450,000 shares of New Orchestra Common Stock to be received in the Domestication in exchange for 450,000 HSAC2 ordinary shares purchased in a private placement simultaneously with the HSAC2 initial public offering, to a lock-up for up to 12 months and, subject to the Closing, the Sponsor has agreed to forfeit 50% of its HSAC2 warrants, comprising 750,000 warrants, for no consideration.

The board of directors of HSAC2 has (i) approved and declared advisable the Merger Agreement, the Domestication, the Merger and the other transactions contemplated thereby and (ii) resolved to recommend approval of the Merger Agreement, the Domestication, the Merger and related transactions by the shareholders of HSAC2.

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Merger Agreement

Capitalized terms used in this Current Report on Form 8-K but not otherwise defined herein have the meanings given to them in the Merger Agreement, a copy of which is filed with this Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference.

Merger Consideration

Initial Consideration

The total consideration to be paid at Closing by HSAC2 to Orchestra security holders will be payable in shares of HSAC2 Common Stock at a fixed ratio (the "Exchange Ratio") of 0.465 shares for each whole share of Orchestra common stock.

Earnout Payments

Orchestra security holders will also have the option to receive a portion of additional contingent consideration of up to 8,000,000 shares of New Orchestra Common Stock in the aggregate ("Earnout Consideration"). Orchestra security holders who wish to receive their pro rata share of the Earnout Consideration must agree to extend the Lock-up Period described below from 6 months to 12 months, pursuant to an Earnout Election Agreement. Those who do so ("Earnout Participants") will be entitled to receive the Earnout Consideration as follows:

• Earnout Participants will earn 4,000,000 shares of the Earnout Consideration,


   in the aggregate ("Initial Earnout Shares"), in the event that, from the time
   beginning immediately after the Closing until the fifth anniversary of the
   Closing Date (the "Earnout Period"), over any 20 Trading Days within any
   30-Trading Day period during the Earnout Period the VWAP of the New Orchestra
   Common Stock is greater than or equal to $15.00 per share (the "Initial
   Milestone Event"); and

• Earnout Participants will earn an additional 4,000,000 shares of the Earnout


   Consideration, in the aggregate ("Final Earnout Shares"), in the event that,
   during the Earnout Period, over any 20-Trading Days within any 30-Trading Day
   period during the Earnout Period the VWAP of the New Orchestra Common Stock is
   greater than or equal to $20.00 per share (the "Final Milestone Event").

• Upon the first Change in Control (as defined in the Merger Agreement) to occur

during the Earnout Period, if the corresponding valuation of New Orchestra is

equal to or greater than $15.00 per share, the Initial Milestone Event is . . .

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure set forth above in the second, third and fourth paragraphs of Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein. The HSAC2 ordinary shares that may be issued in connection with the Forward Purchase Agreements and the Backstop Agreement, in each case, have not been registered under the Securities Act in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.

Item 7.01 Regulation FD Disclosure.

The information in this Item 7.01 (including Exhibits 99.1and 99.2) is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.

Investor Presentation

Furnished as Exhibit 99.1 and incorporated into this Item 7.01 by reference is the investor presentation that HSAC2 and Orchestra will use in connection with the Merger and related matters.

Press Release

On July 5, 2022, HSAC2 and Orchestra issued a press release announcing the execution of the Merger Agreement and the recent completion of Orchestra's Series D financing with gross proceeds totaling approximately $110 million, including an approximately $20 million investment from the RTW Funds and a $40 million investment from Medtronic, as well as related matters. Attached hereto as Exhibit 99.2 and incorporated into this Item 7.01 by reference is the copy of the press release.

Important Information for Investors and Stockholders

In connection with the Proposed Business Combination, HSAC2 intends to file a registration statement on Form S-4 with the SEC, which will include a document that serves as a prospectus and proxy statement of HSAC2, referred to as a "proxy statement/prospectus." A proxy statement/prospectus will be sent to all HSAC2 stockholders. HSAC2 also will file other documents regarding the Business Combination and related transactions with the SEC. Before making any voting decision, investors and security holders of HSAC2 are urged to read the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC in connection with the proposed transaction as they become available because they will contain important information about the proposed Business Combination and related transactions.

Investors and security holders will be able to obtain free copies of the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by HSAC2 through the website maintained by the SEC at www.sec.gov.

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Forward Looking Statements

Certain statements included in this Current Report on Form 8-K are not historical facts but are forward-looking statements within the meaning of "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements generally are accompanied by words such as "believe," "may," "will," "shall," "estimate," "continue," "anticipate," "intend," "expect," "should," "would," "plan," "future," "outlook," and similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of the closing of the Merger, achievement of the conditions necessary for the closing of the Merger, achievement of the Earnout Consideration, other performance metrics and projections of market opportunity. These statements are based on various assumptions, whether or not identified in this Current Report on Form 8-K and on the current expectations of the respective management teams of HSAC2 and Orchestra and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of HSAC2 and Orchestra. Some important factors that could cause actual results to differ materially from those in any forward-looking statements could include changes in domestic and foreign business, market, financial, political and legal conditions.

These forward-looking statements are subject to a number of risks and uncertainties, including, among others, the inability of the parties to successfully or timely consummate the Merger, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect HSAC2 or the expected benefits of the Merger, if not obtained; the failure to realize the anticipated benefits of the Merger; matters discovered by the parties as they complete their respective due diligence investigation of the other parties; the ability of HSAC2 prior to the Merger, and New Orchestra following the Merger, to maintain the listing of New Orchestra's shares on Nasdaq; costs related to the Merger; the failure to satisfy the conditions to the consummation of the Merger, including the approval of the Merger Agreement and the Domestication by the shareholders of HSAC2, the satisfaction of the minimum cash requirements of the Merger Agreement following any redemptions by HSAC2's public shareholders; the risk that the Merger may not be completed by the stated deadline and the potential failure to obtain an extension of the stated deadline; the outcome of any legal proceedings that may be instituted against HSAC2 or Orchestra related to the Merger, expiration of, or failure to extend, the period of time HSAC2 is afforded under its organizational documents and the final prospectus of HSAC2, dated August 3, 2020, to consummate the initial business combination with Orchestra; the attraction and retention of qualified directors, officers, employees and key personnel of HSAC2 and Orchestra prior to the Merger and New Orchestra following the Merger; the ability of New Orchestra to compete effectively in a highly competitive market; the ability to protect and enhance New Orchestra's corporate reputation and brand; the impact from future regulatory, judicial, and legislative changes in New Orchestra's industry; the uncertain effects of the COVID-19 pandemic; future financial performance of New Orchestra following the Merger; the ability of Orchestra and New Orchestra to forecast and maintain an adequate rate of revenue growth and appropriately plan its expenses; the ability of New Orchestra to generate sufficient revenue from each of its revenue streams; the ability of New Orchestra to protect its intellectual property from competitors; New Orchestra's ability to execute its business plans and strategy; and those factors set forth in documents of HSAC2 filed, or to be filed, with the SEC. The foregoing list of risks is not exhaustive.

If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither HSAC2 nor Orchestra presently know, or that HSAC2 and Orchestra currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect HSAC2's and Orchestra's current expectations, plans and forecasts of future events and views as of the date hereof. Nothing in this Current Report on Form 8-K and the attachments hereto should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements in this Current Report on Form 8-K and the attachments hereto, which speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein and the risk factors of HSAC2 and Orchestra described above. HSAC2 and Orchestra anticipate that subsequent events and developments will cause their assessments to change. However, while HSAC2 and Orchestra may elect to update these forward-looking statements at some point in the future, they each specifically disclaim any obligation to do so, except as required by law. These forward-looking statements should not be relied upon as representing HSAC2's or Orchestra's assessments as of any date subsequent to the date of this Current Report on Form 8-K. Accordingly, undue reliance should not be placed upon the forward-looking statements.

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Participants in the Solicitation

HSAC2 and its directors and executive officers may be deemed participants in the solicitation of proxies from HSAC2's shareholders with respect to the proposed Business Combination. A list of the names of those directors and executive officers and a description of their interests in HSAC2 is contained in HSAC2's Annual Report on Form 10-K, which was filed with the SEC on March 31, 2022 and is available free of charge at the SEC's web site at www.sec.gov, or by directing a request to Health Sciences Acquisitions Corporation 2, 40 10th Avenue, Floor 7, New York, NY 10014. Additional information regarding the interests of such participants will be contained in the proxy statement/prospectus for the proposed Business Combination when available.

Orchestra and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the shareholders of HSAC2 in connection with the proposed Business Combination. A list of the names of such directors and executive officers and information regarding their interests in the proposed Business Combination will be included in the proxy statement/prospectus for the proposed Business Combination when available.

No Offer or Solicitation

This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of any securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act or an exemption therefrom.

Item 9.01. Financial Statements and Exhibits.



Exhibit No.   Description
  2.1*        Agreement and Plan of Merger dated as of July 4, 2022 by and among
              Health Sciences Acquisitions Corporation 2, HSAC Olympus Merger Sub,
              Inc., and Orchestra BioMed, Inc.
  10.1        Forward Purchase Agreement dated as of July 4, 2022, by and among Health
              Sciences Acquisitions Corporation 2, Orchestra BioMed, Inc., and
              Covidien Group S.à.r.l.
  10.2        Forward Purchase Agreement dated as of July 4, 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
  10.3        Backstop Agreement dated as of July 4, 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
  10.4        Parent Support Agreement dated as of July 4, 2022 by and among Health
              Sciences Acquisitions Corporation 2, Orchestra BioMed, Inc., HSAC 2
              Holdings, LLC, Alice Lee, Stephanie A. Sirota, Pedro Granadillo, Stuart
              Peltz, Michael Brophy, and Carsten Boess
  10.5        Orchestra Support Agreement dated as of July 4, 2022 by and among Health
              Sciences Acquisitions Corporation 2, Orchestra BioMed, Inc., and
              Covidien Group S.À.R.L.
  10.6        Form of Amended and Restated Registration Rights and Lock-Up Agreement
  10.7        Form of Earnout Election Agreement.

  99.1**      Investor Presentation dated July 2022
  99.2**      Press release issued by Orchestra BioMed, Inc. on July 5, 2022
104           Cover page interactive data file

* Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant hereby undertakes to furnish copies of any of the omitted schedules and exhibits upon request by the U.S. Securities and Exchange Commission. ** Furnished but not filed.

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