As filed with the U.S. Securities and Exchange Commission on September 23, 2022

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________

AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

__________________

Health Sciences Acquisitions Corporation 2*
(Exact name of registrant as specified in its charter)

__________________

40 10th Avenue, Floor 7
New York, NY 10014
(646) 597-6980
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

___________________________

Roderick Wong, MD
40 10th Avenue, Floor 7
New York, NY 10014
(646) 597-6980
(Name, address, including zip code, and telephone number, including area code, of agent for service)

___________________________

Copies to:

___________________________

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective and after all conditions under the Merger Agreement to consummate the proposed merger are satisfied or waived.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company and emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

*Immediately prior to the consummation of the Business Combination, the Registrant intends to effect a deregistration under Part XII of the Companies Act (2022 Revision) (As Revised) of the Cayman Islands and a domestication under Section 388 of the Delaware General Corporation Law, pursuant to which the Registrant’s jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware (the “Domestication”). All securities being registered will be issued by the continuing entity following the Domestication, which will be renamed “Orchestra BioMed Holdings, Inc.” upon the consummation of the Domestication. As used herein, “Domesticated Parent” refers to the Registrant after giving effect to the Domestication but before the consummation of the Business Combination, while “New Orchestra” refers to the Registrant after giving effect to both the Domestication and the Business Combination.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the SEC, acting pursuant to Section 8(a), may determine.

The information in this preliminary proxy statement/prospectus is not complete and may be changed. These securities may not be issued until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROXY STATEMENT/PROSPECTUS

SUBJECT TO COMPLETION, DATED SEPTEMBER 23, 2022

PROXY STATEMENT FOR THE EXTRAORDINARY GENERAL MEETING OF
HEALTH SCIENCES ACQUISITIONS CORPORATION 2
AND
PROSPECTUS FOR 31,637,180 SHARES OF
COMMON STOCK AND 2,328,261 WARRANTS OF
HEALTH SCIENCES ACQUISITIONS CORPORATION 2
(AFTER ITS DOMESTICATION AS A DELAWARE CORPORATION)
WHICH WILL BE RENAMED “ORCHESTRA BIOMED HOLDINGS, INC.”
IN CONNECTION WITH THE DOMESTICATION DESCRIBED HEREIN.

To the Shareholders of Health Sciences Acquisitions Corporation 2,

You are cordially invited to attend the extraordinary general meeting (the “Shareholder Meeting”) of Health Sciences Acquisitions Corporation 2, a Cayman Islands exempted company (“HSAC2,” “we,” “our” or “us”), which will be held at            , Eastern time, on            , 2022 at the offices of              at             , and virtually via live webcast at https://            , or at such other time, on such other date and at such other place to which the Shareholder Meeting may be adjourned. Although the Shareholder Meeting will also be held virtually over the Internet, for the purposes of Cayman Islands law and the amended and restated memorandum and articles of association of HSAC2, the physical location of the Shareholder Meeting will be at the location specified above. Shareholders are strongly urged to attend the Shareholder Meeting online instead of attending physically. This proxy statement includes instructions on how to access the Shareholder Meeting and how to listen and vote from home or any remote location with Internet connectivity.

On July 4, 2022, HSAC2 entered into an Agreement and Plan of Merger (as amended, 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”). Holders of ordinary shares, par value $0.0001 per share, of HSAC2 (“HSAC2 Ordinary Shares”), will be asked to approve and adopt, among other things, the Merger Agreement and the other related proposals.

Pursuant to the terms of the Merger Agreement, a business combination between HSAC2 and Orchestra (the “Business Combination”) will occur in two steps. First, before the closing of the Business Combination (the “Closing”), HSAC2 will deregister in the Cayman Islands in accordance with the Companies Act (2022 Revision) (As Revised) of the Cayman Islands (the “Companies Act”) and domesticate as a Delaware corporation in accordance with Section 388 of the Delaware General Corporation Law (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 Domestication as “Domesticated Parent” and, after giving effect to the Business Combination, as “New Orchestra.” A copy of the Merger Agreement and Amendment No. 1 thereto are attached as Annex A-1 and Annex A-2, respectively, to this proxy statement/prospectus.

Simultaneously with the execution of the Merger Agreement, HSAC2 and Orchestra entered into separate forward purchase agreements (each a “Forward Purchase Agreement” and, together, 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 from HSAC2 immediately prior to the Domestication, less the dollar amount of HSAC2 Ordinary Shares holding redemption rights that the Purchasing Party acquires and holds until immediately prior to the Domestication (such HSAC2 Ordinary Shares either purchased from HSAC2 or acquired and held until immediately prior to the Domestication, the “Forward Purchase Shares”).

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 cash remaining in HSAC2’s working capital and trust account as of immediately prior to the closing of the Merger is less than $60 million (the “Minimum Available Cash Condition”) (which calculation excludes amounts received pursuant to Medtronic’s Forward Purchase Agreement or are otherwise held in HSAC2’s trust account established pursuant to our IPO (the “Trust Account”) in respect of Medtronic’s Forward Purchase Shares, but is inclusive of amounts received pursuant to the RTW Funds’ Forward Purchase Agreement and otherwise held in the Trust Account in respect of the RTW Funds’ Forward Purchase Shares (the “Sponsor Commitment”)).

The closing under the Forward Purchase Agreement with RTW occurred on July 22, 2022, the closing under the Forward Purchase Agreement with Medtronic will occur prior to the Domestication and the closing under the Backstop Agreement 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 volume-weighted average price of the New Orchestra Common Stock is greater than or equal to $15.00 per share over any 20 trading days within any 30-trading day period (the “Initial Milestone Event”), and as to the remaining 500,000 shares, the volume-weighted average price 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 (the “Final Milestone Event”). Further, the Sponsor and HSAC2’s other initial shareholders prior to HSAC2’s initial public offering (the “IPO”) have agreed to subject (i) 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 the IPO (the “Insider Shares”) and (ii) the 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 IPO (the “Private Shares”) to a lock-up for up to 12 months following the Closing and, subject to the Closing, the Sponsor has agreed to forfeit 50% of its 1,500,000 warrants in HSAC2 purchased upon consummation of the IPO (the “Private Warrants”), comprising 750,000 Private Warrants, for no consideration. In respect of such forfeiture by the Sponsor, as soon as reasonably practicable following the Closing, New Orchestra will take all actions necessary to issue an equal number of warrants, having substantially similar terms to the forfeited Private Warrants, to employees of New Orchestra or its subsidiaries.

Upon the consummation of the Domestication, which will occur immediately prior to the Merger, each of HSAC2’s currently issued and outstanding HSAC2 Ordinary Shares will automatically convert by operation of law, on a one-for-one basis, into shares of HSAC2 Common Stock. Similarly, all of HSAC2’s outstanding warrants will become warrants to acquire shares of HSAC2 Common Stock. Upon the closing of the Merger, based on a ratio (the “Exchange Ratio”) of 0.465 shares of HSAC2 Common Stock for each whole share of Orchestra common stock, par value $0.0001 per share (the “Orchestra Common Stock”), an estimated 20,187,180 shares of New Orchestra Common Stock will be issued to Orchestra stockholders (exclusive of the additional shares subject to earnout discussed below in this paragraph) and an estimated 5,490,451 shares of New Orchestra Common Stock will be reserved for issuance pursuant to the Orchestra stock options and warrants converted into New Orchestra stock options and warrants in the Merger. Existing Orchestra stockholders will also have the opportunity to elect to participate in an earnout pursuant to which each such electing stockholder (an “Earnout Participant”) may receive a portion of additional contingent consideration of up to 8,000,000 shares of New Orchestra Common Stock in the aggregate (“Earnout Consideration”). Each Earnout Participant must agree to extend their applicable lock-up period from 6 months to 12 months, pursuant to an Earnout Election Agreement and will collectively be entitled to receive: (i) 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 date of the Closing (the “Closing Date”) (the “Earnout Period”), the Initial Milestone Event occurs; and (ii) an additional 4,000,000 shares of the Earnout Consideration, in the aggregate (“Final Earnout Shares” and, together with the Initial Earnout Shares, the “Earnout Shares”), in the event that, during the Earnout Period, the Final Milestone Event occurs.

On July 26, 2022, HSAC2 shareholders approved extending the date upon which a closing of the Company’s initial business combination must occur — to February 6, 2023 — and, in connection with such approval, the holders of 9,237,883 HSAC2 Ordinary Shares originally issued in our IPO (“Public Shares”) properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.02 per share, for an aggregate redemption amount of approximately $92.6 million. As such, approximately 57.7% of the Public Shares were redeemed and approximately 42.3% of the Public Shares remain outstanding. After the satisfaction of such redemptions, the balance in our Trust Account is approximately $67.8 million. See the section titled, “Management’s Discussion and Analysis of Results of Financial Condition and Results of Operations of HSAC2 — Extension and Private Purchase.”

Orchestra’s pro forma fully diluted enterprise valuation in the Business Combination is $163 million, assuming pro forma combined cash of $165 million as of June 30, 2022. We anticipate that, immediately after consummation of the Business Combination, including the Domestication, the Merger, and the purchases made under the Forward Purchase Agreements, and assuming no additional redemptions, the Sponsor, directors and officers of HSAC2 and the RTW Funds (the “Sponsor and related parties”) would collectively own approximately 25.3% of the issued New Orchestra Common Stock and Medtronic plc would own approximately 15.8% of the issued New Orchestra Common Stock while the other holders of HSAC2 Ordinary Shares issued in our IPO (the “Public Shareholders”) will own approximately 15.0% of the issued New Orchestra Common Stock and the other current stockholders of Orchestra

will own approximately 43.9% of the issued New Orchestra Common Stock. If the RTW Funds make the maximum purchases under the Backstop Agreement and assuming maximum redemptions, these percentages would be 40.3%, 15.8%, 0% and 43.9%, respectively. These relative percentages do not reflect the Earnout Consideration which will not be issued unless and until the Initial Milestone Event and/or the Final Milestone Event occur and assume that (i) none or all of HSAC2’s existing Public Shareholders, as indicated above, seek to convert their shares into the right to receive cash from HSAC2’s trust account, (ii) no Private Warrants are exercised, and (iii) no existing Orchestra stock options or warrants are exercised and no additional Orchestra stock options or warrants are granted prior to the Closing. If any of these assumptions are incorrect, the anticipated percentages of ownership of New Orchestra will be different. You should read “Summary of the Proxy Statement/Prospectus — The Business Combination and the Merger Agreement” and “Unaudited Pro Forma Condensed Consolidated Combined Financial Statements” for further information.

The HSAC2 Ordinary Shares are currently listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “HSAQ.” We intend to apply to continue the listing of the New Orchestra Common Stock on Nasdaq under the symbol “OBIO.” On         , 2022, (the “Record Date”), the last sale price of HSAC2 Ordinary Shares was $            .

Each shareholder’s vote is very important. HSAC2 is providing this proxy statement/prospectus and accompanying proxy card to HSAC2 shareholders in connection with the solicitation of proxies to be voted at the Shareholder Meeting and at any adjournments or postponements of the Shareholder Meeting. Whether or not you plan to attend the Shareholder Meeting, please submit your proxy card without delay. Shareholders may revoke proxies at any time before they are voted at the Shareholder Meeting. Voting by proxy will not prevent a shareholder from voting virtually at the Shareholder Meeting if such shareholder subsequently chooses to participate in the Shareholder Meeting.

After careful consideration, the board of directors of HSAC2 (the “HSAC2 Board”) has unanimously approved the Merger Agreement and unanimously recommends that HSAC2 shareholders vote “FOR” approval of each of the proposals described in the accompanying proxy statement/prospectus.

The accompanying proxy statement/prospectus provides you with detailed information about the Business Combination, the Domestication and other matters to be considered at the Shareholder Meeting. We urge you to read the accompanying proxy statement/prospectus and the documents incorporated therein by reference carefully. In particular, you should review the matters discussed in the section entitled “Risk Factors” in the accompanying proxy statement/prospectus beginning on page 47.

On behalf of the HSAC2 Board, I thank you for your support and we look forward to the successful consummation of the Business Combination.

NEITHER THE SECURITIES EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF EITHER OF THE MERGER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

This proxy statement/prospectus is dated            , 2022, and is first being mailed to HSAC2 shareholders on or about            , 2022.

Health Sciences Acquisitions Corporation 2
40 10th Avenue, Floor 7
New York, NY 10014
(646) 597-6980

NOTICE OF EXTRAORDINARY GENERAL MEETING
OF HEALTH SCIENCES ACQUISITIONS CORPORATION 2

To Be Held On            , 2022

To the Shareholders of Health Sciences Acquisitions Corporation 2:

NOTICE IS HEREBY GIVEN that you are cordially invited to attend an extraordinary general meeting of the shareholders (the “Shareholder Meeting”) of Health Sciences Acquisitions Corporation 2, a Cayman Islands exempted company (“HSAC2,” “we,” “our” or “us”), which will be held at            , Eastern time, on            , 2022 at the offices of            at       , and virtually via live webcast at https://          , or at such other time, on such other date and at such other place to which the Shareholder Meeting may be adjourned. Although the Shareholder Meeting will also be held virtually over the Internet, for the purposes of Cayman Islands law and the amended and restated memorandum and articles of association of HSAC2, the physical location of the Shareholder Meeting will be at the location specified above. In light of COVID-19, Shareholders are strongly urged to attend the Shareholder Meeting online instead of attending physically. You can participate in the Shareholder Meeting as described in ‘‘Questions and Answers About the Proposals — How may I participate in the Shareholder Meeting?”.

During the Shareholder Meeting, HSAC2’s shareholders will be asked to consider and vote upon the following proposals (collectively, the “Proposals”):

Proposal 1:    The Business Combination Proposal — To consider and vote upon an ordinary resolution to approve the Business Combination (the “Business Combination Proposal”) as follows:

“RESOLVED, as an ordinary resolution, that the Company’s entry into the Agreement and Plan of Merger, dated as of July 4, 2022, as amended by Amendment No. 1 to Agreement and Plan of Merger, dated as of July 21, 2022 (copies of which are attached to the proxy statement/prospectus as Annex A-1 and Annex A-2, respectively), and as further amended or otherwise modified from time to time, by and among Health Sciences Acquisitions Corporation 2, a Cayman Islands exempted company, HSAC Olympus Merger Sub, Inc., a Delaware corporation, and Orchestra BioMed, Inc., a Delaware corporation, and the transactions contemplated by thereby be confirmed, ratified and approved in all respects.”

Proposal 2:    The Domestication Proposal — To consider and vote upon, a special resolution to approve the Domestication (the “Domestication Proposal”) as follows:

“RESOLVED, as a special resolution, that HSAC2 be de-registered in the Cayman Islands pursuant to the Amended and Restated Memorandum and Articles of Association of Health Sciences Acquisitions Corporation 2 and the Companies Act (2022 Revision) (As Revised) and be registered by way of continuation as a corporation in the State of Delaware.”

Proposal 3:    The Charter Approval Proposal — To consider and vote upon a special resolution to approve and adopt the proposed new certificate of incorporation, a copy of which is attached to this proxy statement/prospectus as Annex B (the “Proposed Charter”), effective upon the consummation of the Domestication (the “Charter Approval Proposal”) as follows:

“RESOLVED, as a special resolution, that, in connection with the Business Combination, the replacement of the Amended and Restated Memorandum and Articles of Association of Health Sciences Acquisitions Corporation 2 (“HSAC2”) with the proposed amended and restated certificate of incorporation of HSAC2, in the form attached to this proxy statement/prospectus as Annex B, to be effective upon the consummation of the Business Combination, be and is hereby approved and adopted.”

Proposal 4:    The Bylaws Approval Proposal — To consider and vote upon a special resolution to approve and adopt the proposed new bylaws, a copy of which is attached to this proxy statement/prospectus as Annex C (the “Proposed Bylaws”), effective upon the consummation of the Domestication (the “Bylaws Approval Proposal”) as follows:

“RESOLVED, as a special resolution that, in connection with the Business Combination, the bylaws, in the form attached to this proxy statement/prospectus as Annex C, to be effective upon the consummation of the Business Combination, be and are hereby approved and adopted.”

Proposal 5:    The Advisory Governance Proposals — To consider and vote upon an ordinary resolution, on a non-binding advisory basis, to approve and adopt certain differences between HSAC2’s current amended and restated memorandum and articles of association (as amended, the “Existing Charter”), on the one hand, and the Proposed Charter and the Proposed Bylaws, on the other hand, which are being presented as separate sub-proposals (collectively, the “Advisory Governance Proposals”), as follows:

“RESOLVED, as an ordinary resolution, that, on a non-binding advisory basis, certain governance provisions contained in the Proposed Charter, being presented in accordance with the requirements of the U.S. Securities and Exchange Commission as six separate sub-proposals be and are hereby approved and adopted (collectively, as the “Advisory Governance Proposals”), none of which are conditioned on any Condition Precedent Proposals:

•        Advisory Governance Proposal A — to increase the total number of authorized shares of all classes of capital stock to           shares, consisting of            authorized shares of common stock and            authorized shares of preferred stock;

•        Advisory Governance Proposal B — to provide that the alteration, amendment or repeal of certain provisions of the Proposed Charter will require the affirmative vote of the holders of at least 66-2/3% of the voting power of the then-outstanding shares of stock entitled to vote thereon, voting together as a single class;

•        Advisory Governance Proposal C — to provide that the alteration, amendment or repeal of the Proposed Bylaws will require the affirmative vote of the holders of at least 66-2/3% of the voting power of the then-outstanding shares of stock entitled to vote thereon, voting together as a single class;

•        Advisory Governance Proposal D — to provide that stockholders will not be permitted to act by written consent in lieu of holding a meeting of stockholders;

•        Advisory Governance Proposal E — to provide for certain additional changes, including, among other things, (i) adopting Delaware as the exclusive forum for certain stockholder litigation and the federal district courts of the United States as the exclusive forum for certain other stockholder litigation in each case unless New Orchestra expressly consents in writing to the selection of an alternative forum and (ii) removing certain provisions related to HSAC2’s status as a blank check company that will no longer be applicable upon consummation of the Business Combination, all of which the HSAC2 Board believes are necessary to adequately address the needs of New Orchestra after the Business Combination; and

•        Advisory Governance Proposal F — to change the post-Business Combination corporate name from “Health Sciences Acquisitions Corporation 2” to “Orchestra BioMed Holdings, Inc.””

Proposal 6:    The Nasdaq Proposal — To consider and vote upon an ordinary resolution to approve, for purposes of complying with applicable listing rules of the Nasdaq Capital Market (the “Nasdaq”), the issuance by HSAC2 of shares of common stock, par value $0.0001 per share, to equity holders of Orchestra (the “Nasdaq Proposal”) as follows:

“RESOLVED, as an ordinary resolution, for purposes of complying with applicable listing rules of the Nasdaq Capital Market, the issuance by New Orchestra of shares of common stock, par value US$0.0001 per share, to equity holders of Orchestra BioMed, Inc., a Delaware corporation, be approved in all respects.”

Proposal 7:    The Director Election Proposal — To consider and vote upon an ordinary resolution to elect Eric A. Rose, M.D., Jason Aryeh, Pamela Y. Connealy, Geoffrey W. Smith, David P. Hochman, Darren R. Sherman and Eric S. Fain, M.D. to serve staggered terms on New Orchestra’s board of directors until the 2023, 2024 and 2025 annual meetings, as applicable, of stockholders and until their respective successors are duly elected and qualified or until their earlier death, resignation or removal (the “Director Election Proposal”) as follows:

“RESOLVED, as an ordinary resolution, to elect Eric A. Rose, M.D., Jason Aryeh, Pamela Y. Connealy, Geoffrey W. Smith, David P. Hochman, Darren R. Sherman and Eric S. Fain, M.D. to serve staggered terms on New Orchestra’s board of directors until the 2023, 2024 and 2025 annual meetings of stockholders and until their respective successors are duly elected and qualified or until their earlier death, resignation or removal.”

Proposal 8:    The Equity Incentive Plan Proposal — To consider and vote upon an ordinary resolution to approve the Orchestra BioMed Holdings, Inc. 2022 Equity Incentive Plan (the “2022 Plan”), a copy of which is attached to this proxy statement/prospectus as Annex D, to be effective after the closing of the Business Combination (the “Equity Incentive Plan Proposal”) as follows:

“RESOLVED, as an ordinary resolution, that the Orchestra BioMed Holdings, Inc. 2022 Equity Incentive Plan, a copy of which is attached to this proxy statement/prospectus as Annex D, to be effective upon the consummation of the Business Combination, be and is hereby approved and adopted.”

and

Proposal 9:    The Adjournment Proposal — To consider and vote upon an ordinary resolution to approve the adjournment of the Shareholder Meeting by the chairman thereof to a later date, if necessary, under certain circumstances, including for the purpose of soliciting additional proxies in favor of the foregoing Proposals, in the event HSAC2 does not receive the requisite shareholder vote to approve the Proposals (the “Adjournment Proposal”) as follows:

“RESOLVED, as an ordinary resolution, that the adjournment of the general meeting to a later date or dates to be determined by the chairman of the general meeting, if necessary, be confirmed, ratified and approved in all respects.”

The Business Combination Proposal, the Advisory Governance Proposals, the Nasdaq Proposal, the Director Election Proposal, the Equity Incentive Plan Proposal, and the Adjournment Proposal must be approved by an ordinary resolution as a matter of Cayman Islands law, being the affirmative vote of the holders of a majority of the HSAC2 Ordinary Shares, who, being present in person, including by virtual attendance, or represented by proxy and entitled to vote at the Shareholder Meeting, vote at the Shareholder Meeting. The Advisory Governance Proposals are voted upon on a non-binding advisory basis only. The Domestication Proposal, the Charter Approval Proposal, and the Bylaws Approval Proposal require the approval of a special resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of at least two-thirds of the HSAC2 Ordinary Shares who, being present in person (including virtually) or represented by proxy and entitled to vote at the Shareholder Meeting, vote at the Shareholder Meeting. The approval of each of the Business Combination Proposal, the Domestication Proposal, the Charter Approval Proposal, the Bylaws Approval Proposal, the Nasdaq Proposal, the Director Election Proposal and the Equity Incentive Plan Proposal (the “Condition Precedent Proposals”) are conditioned on the approval of all of the other Condition Precedent Proposals. If any one of the Condition Precedent Proposals fails to receive the required approval by the HSAC2 shareholders at the Shareholder Meeting, the Business Combination will not be completed.

Pursuant to the Existing Charter, we are providing HSAC2 Public Shareholders with the opportunity to convert Public Shares, regardless of whether they vote for or against the Business Combination, into their pro rata share of the aggregate amount then on deposit in the Trust Account, less any taxes then due but not yet paid. Our shareholders as of immediately prior to our initial public offering (“Initial Shareholders”) have agreed, pursuant to written letter agreements with us, not to convert any Public Shares held by them into their pro rata share of the aggregate amount then on deposit in the Trust Account. Our sponsor, HSAC 2 Holdings, LLC (our “Sponsor”), has entered into a letter agreement with us pursuant to which our Sponsor has agreed to waive its conversion rights with respect to its Insider Shares and any Public Shares it may purchase in connection with the completion of the Business Combination. The conversion rights will be effected under the Existing Charter and Cayman Islands law as redemptions. Holders of HSAC2’s outstanding warrants do not have redemption rights with respect to such securities

in connection with the Business Combination. Please see the section titled “Extraordinary General Meeting of HSAC2 Shareholders — Redemption Rights” for the procedures to be followed if you wish to redeem your Public Shares for cash.

Each of these proposals is more fully described in the accompanying proxy statement/prospectus, which we encourage you to read carefully and in its entirety before voting. Only holders of HSAC2 Ordinary Shares entered in the register of members of HSAC2 at the close of business on the Record Date are entitled to notice of the Shareholder Meeting and to vote and have their votes counted at the Shareholder Meeting and any adjournments or postponements thereof. As of the Record Date, there were            HSAC2 Ordinary Shares issued and outstanding and entitled to vote.

Investing in HSAC2’s securities involves a high degree of risk. See “Risk Factors” beginning on page 47 for a discussion of information that should be considered in connection with an investment in HSAC2’s securities.

YOUR VOTE IS VERY IMPORTANT. PLEASE VOTE YOUR SHARES PROMPTLY.

Whether or not you plan to participate in the virtual Shareholder Meeting, please complete, date, sign and return the enclosed proxy card without delay, or submit your proxy through the internet or by telephone as promptly as possible in order to ensure your representation at the Shareholder Meeting no later than the time appointed for the Shareholder Meeting or adjourned meeting. Voting by proxy will not prevent you from voting your HSAC2 Ordinary Shares online if you subsequently choose to participate in the virtual Shareholder Meeting. Please note, however, that if your shares are held of record by a broker, bank or other agent and you wish to vote at the Shareholder Meeting, you must obtain a proxy issued in your name from that record holder. Only shareholders entered in the register of members of HSAC2 at the close of business on the Record Date may vote at the Shareholder Meeting or any adjournment or postponement thereof. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not participate in the virtual Shareholder Meeting, your shares will not be counted for purposes of determining whether a quorum is present at, and the number of votes voted at, the Shareholder Meeting.

You may revoke a proxy at any time before it is voted at the Shareholder Meeting by executing and returning a proxy card dated later than the previous one, by participating in the Shareholder Meeting and casting your vote by hand or by ballot (as applicable) or by submitting a written revocation to HSAC2’s proxy solicitor, Morrow Sodali LLC, 333 Ludlow Street, 5th Floor, South Tower, Stamford CT 06902, toll-free: (800) 662-5200, collect: (203) 658-9400, email: HSAQ.info@investor.morrowsodali.com, that is received by the proxy solicitor before we take the vote at the Shareholder Meeting. If you hold your shares through a bank or brokerage firm, you should follow the instructions of your bank or brokerage firm regarding revocation of proxies.

The HSAC2 Board unanimously recommends that HSAC2 shareholders vote “FOR” approval of each of the Proposals. When you consider the HSAC2 Board’s recommendation of these Proposals, you should keep in mind that HSAC2’s directors and officers have interests in the Business Combination that may conflict or differ from your interests as a shareholder. See the section titled “Proposal 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination.”

On behalf of the HSAC2 Board, I thank you for your support and we look forward to the successful consummation of the Business Combination.

TABLE OF CONTENTS

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form S-4 filed with the Securities and Exchange Commission (the “SEC”) by HSAC2 (File No. 333-266660) (the “Registration Statement”), constitutes a prospectus of HSAC2 under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the securities to be issued if the Business Combination described below is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to the Shareholder Meeting at which HSAC2 shareholders will be asked to consider and vote upon a proposal to adopt the Merger Agreement and approve the Business Combination by approving and adopting the Business Combination Proposal, among other Proposals.

HSAC2 files reports and other information with the SEC as required by the Exchange Act. You can read HSAC2’s SEC filings, without charge, including this proxy statement/prospectus, at the SEC’s website at http://www.sec.gov.

Information and statements contained in this proxy statement/prospectus or any Annex to this proxy statement/prospectus are qualified in all respects by reference to the copy of the relevant contract or other annex filed as an exhibit to the registration statement of which this proxy statement/prospectus forms a part, which includes exhibits incorporated by reference from other filings made with the SEC.

All information contained in this proxy statement/prospectus relating to HSAC2 has been supplied by HSAC2, and all such information relating to Orchestra has been supplied by Orchestra. Information provided by one does not constitute any representation, estimate or projection of the other.

If you would like additional copies of this proxy statement/prospectus or if you have questions about the Business Combination or any of the other Proposals to be presented at the Shareholder Meeting, you should contact HSAC2’s proxy solicitor at:

Morrow Sodali LLC
Toll-Free (800) 662-5200 or Collect (203) 658-9400
Email: HSAQ.info@investor.morrowsodali.com

If you are a shareholder of HSAC2 and would like to request documents, you must request them no later than five business days before the date of the Shareholder Meeting, or no later than            , 2022. If you request any documents from us, we will mail them to you by first class mail, or another equally prompt means.

You should rely only on information contained in this document. No one has been authorized to provide you with information that is different from the information contained in this document. This document is dated            , 2022. You should not assume that the information contained in this document is accurate as of any date other than that date. Neither our mailing of this document to HSAC2 shareholders, nor the issuance of equity by HSAC2 in connection with the Business Combination subsequent to that date will create any implication to the contrary. Information on the websites of HSAC2 or Orchestra is not part of this document. You should not rely on that information in deciding how to vote.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995, including statements about the parties’ ability to close the proposed Business Combination, the anticipated benefits of the proposed Business Combination, and the financial condition, results of operations, earnings outlook and prospects of HSAC2, New Orchestra, and/or Orchestra and may include statements for the period following the consummation of the proposed Business Combination. 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. Forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements are based on the current expectations of the management of HSAC2 and Orchestra, as applicable, and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of such statement. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements, including: risks related to Orchestra’s strategies; the ability to complete the proposed Business Combination due to the failure to obtain approval from HSAC2 shareholders or satisfy other Closing conditions in the definitive Merger Agreement; the amount of any conversions by existing holders of HSAC2 Ordinary Shares; the ability to recognize the anticipated benefits of the Business Combination, and other risks and uncertainties included under the header “Risk Factors” on page 47 of this proxy statement/prospectus.

These forward-looking statements are based on information available as of the date of this proxy statement/prospectus, and current expectations, forecasts and assumptions, and involve a number of risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

In addition, statements that HSAC2 or Orchestra “believes” and similar statements reflect such parties’ beliefs and opinions on the relevant subject. These statements are based upon information available to such party as of the date of this proxy statement/prospectus, and while such party believes such information forms a reasonable basis for such statements, such information may be limited or incomplete, and these statements should not be read to indicate that either HSAC2 or Orchestra has conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

You should not place undue reliance on these forward-looking statements in deciding how to grant your proxy or instruct how your vote should be cast or vote your shares on the proposals set forth in this proxy statement/prospectus. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause New Orchestra’s actual results to differ from those expressed or implied by forward-looking statements include:

•        the occurrence of any event, change or other circumstances that could result in the failure to consummate the Business Combination;

•        the outcome of any legal proceedings that may be instituted against HSAC2, Domesticated Parent, Orchestra and New Orchestra regarding the Business Combination;

•        the inability to complete the Business Combination due to the failure to obtain approval of the shareholders of HSAC2, to obtain financing to complete the Business Combination or to satisfy other conditions to closing in the definitive agreements with respect to the Business Combination;

•        changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the Business Combination;

•        the ability to meet and maintain Nasdaq’s listing standards following the consummation of the Business Combination;

•        the risk that the Business Combination disrupts Orchestra’s current plans and operations as a result of its announcement and consummation;

•        costs related to the Business Combination;

•        changes in applicable laws or regulations;

•        the possibility that Orchestra or New Orchestra may be adversely affected by other economic, business, and/or competitive factors;

•        the risk that we may not be able to raise financing in the future;

•        the risk that we may not be able to retain or recruit necessary officers, key employees or directors following the Business Combination;

•        the risk that our public securities will be illiquid;

•        the risk that we will not be able to obtain the required shareholder approval for the Domestication;

•        the risks related to the changes in shareholders’ rights as a result of the Domestication;

•        the risk that shareholders may experience adverse tax consequences with respect to their shares at the effective time of the Domestication;

•        the risk that operating under the laws of the State of Delaware will affect the conduct of our business; and

•        factors relating to the business, operations and financial performance of Orchestra, including:

•        Orchestra’s ability and/or the ability of third-party vendors and partners to manufacture its product candidates;

•        Orchestra’s ability to source critical components or materials for the manufacture of its product candidates;

•        Orchestra’s ability to achieve and sustain profitability;

•        Orchestra’s ability to achieve its projected development and commercialization goals;

•        the rate of progress, costs and results of Orchestra’s clinical studies and research and development activities;

•        market acceptance of Orchestra’s product candidates, if approved;

•        Orchestra’s ability to compete successfully with larger companies in a highly competitive industry;

•        changes in Orchestra’s operating results which make future operations results difficult to predict;

•        existing loan and security agreement covenants that may restrict business and financing activities;

•        the impact of the COVID 19 pandemic and other similar disruptions in the future;

•        serious adverse events, undesirable side effects that could halt the clinical development, regulatory approval or certification, of Orchestra’s product candidates;

•        Orchestra’s ability to manage growth or control costs related to growth;

•        economic conditions that may adversely affect Orchestra’s business, financial condition and stock price;

•        Orchestra’s reliance on third parties to drive successful marketing and sale of its initial product candidates;

•        Orchestra’s reliance on third parties to manufacture and provide important materials and components for its products and product candidates;

•        Orchestra and its competitor’s abilities to obtain necessary regulatory approvals and certifications for its product candidates in an uncomplicated and inexpensive manner;

•        Orchestra’s ability to maintain compliance with regulatory and post-marketing requirements;

•        adverse medical events, failure or malfunctions in connection with Orchestra’s product candidates and possible subjection to regulatory sanctions;

•        healthcare costs containment pressures and legislative or administrative reforms which affect coverage and reimbursement practices of third-party payors;

•        Orchestra’s ability to protect or enforce its intellectual property, unpatented trade secrets, know-how and other proprietary technology;

•        Orchestra’s ability to obtain necessary intellectual property rights from third parties; and

•        Orchestra’s ability to protect its trademarks, trade names and build its names recognition.

•        other risks and uncertainties indicated from time to time in filings made with the SEC, including those risk factors described under “Item 1A. Risk Factors” of HSAC2’s Annual Report on Form 10-K filed with the SEC on March 31, 2022.

ENFORCEABILITY OF CIVIL LIABILITIES

We are a company incorporated under the laws of the Cayman Islands and administered from outside the United States. Our U.S. agent for service of process is Roderick Wong, MD. However, it may be difficult for investors to effect service of process on us or our officers or directors within the United States in a way that will permit a U.S. court to have jurisdiction over us.

Our corporate affairs will be governed by our Existing Charter, the Companies Act, and the common law of the Cayman Islands prior to the Domestication. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the Companies Act and the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands, as well as from English common law, the decisions of whose courts are considered persuasive authority but are not binding on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a less developed body of securities laws as compared to the United States, and some states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law. In addition, Cayman Islands companies may not have standing to initiate a shareholder derivative action in a federal court of the United States.

The Cayman Islands courts are also unlikely:

•        to recognize or enforce against us judgments of U.S. courts based on certain civil liability provisions of U.S. securities laws; and

•        to impose liabilities against us, in original actions brought in the Cayman Islands, based on certain civil liability provisions of U.S. securities laws that are penal in nature.

We have been advised by Maples and Calder (Cayman) LLP, our Cayman Islands legal counsel, that there is no statutory recognition in the Cayman Islands of judgments obtained in the United States, although the courts of the Cayman Islands will in certain circumstances recognize and enforce a non-penal judgment of a foreign court and treat it as a cause of action in itself which may be sued upon as a debt at common law so that no retrial of the issues would be necessary, provided that: (i) the U.S. court issuing the judgment had jurisdiction in the matter and the company either submitted to such jurisdiction or was resident or carrying on business within such jurisdiction and was duly served with process; (ii) the judgment given by the U.S. court was not in respect of penalties, taxes, fines or similar fiscal or revenue obligations of the company; (iii) in obtaining judgment there was no fraud on the part of the person in whose favor judgment was given or on the part of the court; (iv) recognition or enforcement of the judgment would not be contrary to public policy in the Cayman Islands; and (v) the proceedings pursuant to which judgment was obtained were not contrary to natural justice. In appropriate circumstances, a Cayman Islands court may give effect in the Cayman Islands to other kinds of final foreign judgments such as declaratory orders, orders for performance of contracts and injunctions.

As a result of all of the above, Public Shareholders may have more difficulty in protecting their interests in the face of actions taken by HSAC2 management, members of the board of directors or controlling shareholders than they would as public shareholders of a U.S. company.

FREQUENTLY USED TERMS

Unless the context otherwise requires, in this proxy statement/prospectus:

•        “2022 Plan” refers to the Orchestra BioMed Holdings, Inc. 2022 Equity Incentive Plan, a copy of which is attached to this proxy statement/prospectus as Annex D;

•        “Adjournment Proposal” refers to an ordinary resolution to approve the adjournment of the Shareholder Meeting by the chairman thereof to a later date, if necessary, under certain circumstances, including for the purpose of soliciting additional proxies in favor of the Proposals, in the event HSAC2 does not receive the requisite shareholder vote to approve the Proposals;

•        “Advisory Governance Proposals” refers to an ordinary resolution to approve, on a non-binding advisory basis, certain differences between HSAC2’s Existing Charter and the Proposed Charter, which are being presented to HSAC2 shareholders as separate sub-proposals;

•        “Amended and Restated Registration Rights Agreement” refers to an Amended and Restated Registration Rights and Lock-Up Agreement to be entered into at the Closing by and among HSAC2, the RTW Funds and certain existing shareholders of HSAC2 and stockholders of Orchestra;

•        “Backstop Purchases” refers to the purchase by the RTW Funds of up to 5,000,000 HSAC2 Ordinary Shares pursuant to the Backstop Agreement;

•        “BMS” refers to Bare Metal Stent (a metallic stent without a coating or drug);

•        “Board” refers to: (i) prior to the Domestication, the Board of Directors of HSAC2, (ii) following the Domestication, but before the Merger, the Board of Directors of Domesticated Parent, and (iii) following the Merger, the Board of Directors of New Orchestra;

•        “BTK” refers to Below-the-Knee peripheral disease;

•        “Business Combination” refers to the Domestication, the Merger, and the transactions contemplated by the Merger Agreement and described in this proxy statement/prospectus;

•        “Business Combination Proposal” refers to an ordinary resolution to approve the Business Combination submitted to HSAC2 shareholders;

•        “BVS” refers to Bioabsorbable Vascular Scaffold (a stent made out of biodegradable plastic with drug embedded, which typically degrades in 1 - 3 years);

•        “Bylaws Approval Proposal” refers to a special resolution to approve and adopt the Proposed Bylaws, effective upon consummation of the Domestication;

•        “Companies Act” refers to the Companies Act (2022 Revision) (As Revised) of the Cayman Islands;

•        “Charter Approval Proposal” refers to a special resolution to approve and adopt the Proposed Charter, effective upon the consummation of the Domestication;

•        “Closing” refers to the closing of the Business Combination;

•        “Closing Date” refers to the date of the Closing;

•        “CNT” refers to Cardiac Neuromodulation Therapy;

•        “Code” refers to the Internal Revenue Code of 1986, as amended;

•        “Condition Precedent Proposals” refers to the Business Combination Proposal, the Domestication Proposal, the Charter Approval Proposal, the Bylaws Approval Proposal, the Nasdaq Proposal, the Director Election Proposal and the Equity Incentive Plan Proposal;

•        “Exchange Ratio” refers to 0.465 shares for each whole share of Orchestra Common Stock;

•        “DES” refers to Drug-Eluting Stent (a metallic stent combined with a drug coating, drug is embedded in either permanent or degradable polymers);

•        “DGCL” refers to the Delaware General Corporation Law, as amended;

•        “Director Election Proposal” refers to an ordinary resolution to elect Eric A. Rose, M.D., Jason Aryeh, Pamela Y. Connealy, Geoffrey W. Smith, David P. Hochman, Darren R. Sherman and Eric S. Fain, M.D. to serve staggered terms on New Orchestra’s board of directors until the 2023, 2024 and 2025 annual meetings of stockholders, as applicable, and until their respective successors are duly elected and qualified or until their earlier death, resignation or removal;

•        “Domesticated Parent” refers to HSAC2 after giving effect to the Domestication but before the consummation of the Merger;

•        “Domestication” refers to the de-registration of HSAC2 and the continuation of HSAC2 by way of domestication of HSAC2 into a Delaware corporation, with the HSAC2 Ordinary Shares becoming shares of common stock of the Delaware corporation under the applicable provisions of the Companies Act and the DGCL; the term includes all matters and necessary or ancillary changes in order to effect such Domestication, including the adoption of the certificate of incorporation consistent with the DGCL and changing the name and registered office of HSAC2;

•        “Domestication Proposal” refers to a special resolution to approve the Domestication;

•        “Earnout Consideration” refers to additional contingent consideration consisting of up to 8,000,000 shares of New Orchestra Common Stock in the aggregate;

•        “Earnout Shares” refers to, in the aggregate, the Initial Earnout Shares and the Final Earnout Shares;

•        “Effective Time” refers to the time immediately prior to the time that the Merger becomes effective;

•        “Equity Incentive Plan Proposal” refers to an ordinary resolution to approve the 2022 Plan, to be effective after the closing of the Business Combination;

•        “Exchange Act” refers to the Securities Exchange Act of 1934, as amended;

•        “Existing Charter” refers to HSAC2’s current amended and restated memorandum and articles of association;

•        “Extension Date” refers to November 6, 2022, or February 6, 2023 if HSAC2 elects to extend the date to consummate a business combination for up to three monthly extensions after November 6, 2022;

•        “Extension Proposal” refers to the proposal, approved by the HSAC2 shareholders at the Extraordinary General Meeting of HSAC2 on July 26, 2022, to: (a) extend from August 6, 2022 to November 6, 2022, the date by which, if the Company has not consummated a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving one or more businesses or entities, the Company must: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares; and (iii) as promptly as reasonably possible following such redemption, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law, and (b) allow the Company, without another shareholder vote, to elect to extend the date to consummate a business combination on a monthly basis for up to three times by an additional one month each time after November 6, 2022, upon five days’ advance notice prior to the applicable deadlines, until February 6, 2023 or a total of up to six months after August 6, 2022, unless the closing of the Company’s initial business combination shall have occurred;

•        “Final Earnout Shares” refers to 4,000,000 shares of the Earnout Consideration, in the aggregate, to be issued in the event that the Final Milestone Event occurs during the Earnout Period;

•        “Final Milestone Event” refers to 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;

•        “Forward Purchase” refers to the purchase by the RTW Funds or Medtronic (as defined below), as applicable, of 1,000,000 Public Shares at $10.00 per share pursuant to the Forward Purchase Agreements and “Forward Purchases” refers to both such purchases;

•        “Forward Purchase Agreements” refers to the RTW Forward Purchase Agreement and the Medtronic Forward Purchase Agreement;

•        “U.S. GAAP” refers to U.S. generally accepted accounting principles;

•        “HSAC2,” “we,” “us,” “our company” or the “Company” refers to Health Sciences Acquisitions Corporation 2, an exempted company incorporated under the laws of the Cayman Islands;

•        “HSAC2 Common Stock” refers to shares of the common stock, par value $0.0001 per share, of HSAC2 after giving effect to the Domestication but before the consummation of the Merger;

•        “HSAC2 Ordinary Shares” refers to the Ordinary Shares of HSAC2, par value $0.0001 per share;

•        “Initial Earnout Shares” refers to 4,000,000 shares of the Earnout Consideration, in the aggregate, to be issued in the event that the Initial Milestone Event occurs during the Earnout Period;

•        “Initial Milestone Event” refers to the event that, during the Earnout Period, over any 20 Trading Days within any 30-Trading Day period the VWAP of the New Orchestra Common Stock is greater than or equal to $15.00 per share;

•        “Initial Shareholders” refers to our shareholders as of immediately prior to our IPO, comprised of the Sponsor, Pedro Granadillo, Stuart Peltz, Carsten Boess, and Michael Brophy;

•        “Insider Shares” refers to the 4,000,000 HSAC2 Ordinary Shares held or controlled by our Initial Shareholders prior to the IPO and, following the Domestication, to the shares to be received in exchange therefor;

•        “Investment Company Act” refers to the Investment Company Act of 1940, as amended.

•        “IPO” refers to HSAC2’s initial public offering of HSAC2 Ordinary Shares;

•        “ISR” refers to In-Stent Restenosis (an indication whereby a previously stented artery requires a repeat intervention);

•        “LLL” refers to Late Lumen Loss;

•        “Lock-Up Period” refers to the period from the Closing until the earlier of: (1)(a)12 months after the Closing with respect to the (i) 4,000,000 shares of New Orchestra Common Stock to be issued in the Domestication in exchange for the 4,000,000 Insider Shares, (ii) 450,000 shares of New Orchestra Common Stock to be issued in the Domestication in exchange for the 450,000 Private Shares, and (iii) any shares of New Orchestra Common Stock or any security convertible into or exchangeable for New Orchestra Common Stock beneficially owned or owned of record by RTW Investments, LP and its affiliates as of the date of the Closing, and (b) six (6) months after the Closing with respect to all other holders and New Orchestra Common Stock signatory to the Amended and Restated Registration Rights Agreement and (2) the date on which New Orchestra completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the New Orchestra stockholders having the right to exchange their shares of New Orchestra Common Stock for cash, securities or other property;

•        “Lock-up Shares” refers to any shares of New Orchestra Common Stock or any security convertible into or exercisable or exchanged for New Orchestra Common Stock beneficially owned or owned of record by the applicable securityholder;

•        “MACE” refers to Major Adverse Cardiac Events;

•        “Medtronic” refers to Medtronic, Inc. and/or Covidien Group S.à.r.l., each an affiliate of Medtronic plc;

•        “Medtronic Agreement” refers to the Exclusive License and Collaboration Agreement, dated as of June 30, 2022, by and among, Orchestra BioMed, Inc., BackBeat Medical, LLC and Medtronic, Inc.;

•        “Medtronic Forward Purchase Agreement” refers to the forward purchase agreement entered into by HSAC2 and Orchestra with Medtronic, pursuant to which Medtronic agreed to purchase $10 million of HSAC2 Ordinary Shares, less the dollar amount of HSAC2 Ordinary Shares holding redemption rights that Medtronic acquires and holds until immediately prior to the Domestication;

•        “Merger” refers to the merger, pursuant to the Merger Agreement, evidenced by a certificate of merger between Merger Sub and Orchestra pursuant to which, following the Domestication, Orchestra will merge with and into Merger Sub, whereupon the separate corporate existence of Merger Sub will cease with Orchestra surviving as a wholly owned subsidiary of Domesticated Parent;

•        “Merger Agreement” refers to the Agreement and Plan of Merger dated as of July 4, 2022, as amended by Amendment No. 1 thereto dated as of July 21, 2022, and as further amended or modified from time to time, by and among HSAC2, Merger Sub and Orchestra;

•        “Merger Sub” refers to HSAC Olympus Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of HSAC2;

•        “Nasdaq” refers to the Nasdaq Capital Market;

•        “Nasdaq Proposal” refers to an ordinary resolution to approve, for purposes of complying with applicable Nasdaq listing rules, the issuance by HSAC2 of shares of HSAC2 Common Stock to equity holders of Orchestra;

•        “New Orchestra” refers to HSAC2 and its consolidated subsidiaries after giving effect to the Business Combination;

•        “New Orchestra Board” refers to the board of directors of New Orchestra following the Business Combination;

•        “New Orchestra Common Stock” refers to the shares of common stock of New Orchestra, par value $0.0001 per share;

•        “Orchestra” refers to Orchestra BioMed, Inc., a Delaware Corporation, prior to the Business Combination;

•        “Orchestra Board” refers to Orchestra’s board of directors;

•        “Orchestra Common Stock” refers to Orchestra common stock, par value $0.0001 per share;

•        “Orchestra Equityholders” refers to the holders of equity interests in Orchestra as of the time immediately before the Business Combination;

•        “Orchestra Support Agreement” refers to the support agreement dated as of July 4, 2022 by and among HSAC2, Orchestra and Medtronic;

•        “PAD” refers to Peripheral Artery Disease;

•        “Parent Support Agreement” refers to the parent support agreement dated as of July 4, 2022 by and among HSAC2, Orchestra and the Initial Shareholders, Alice Lee, and Stephanie A. Sirota;

•        “Private Placement” refers to the private placement with the Sponsor of the 450,000 Private Shares and 1,500,000 Private Warrants upon consummation of the IPO;

•        “Private Shares” refers to the 450,000 HSAC2 Ordinary Shares we sold to our Sponsor in the Private Placement and, following the Domestication, to the shares to be received in exchange therefor;

•        “Private Warrants” refers to the 1,500,000 warrants sold to our Sponsor upon consummation of the IPO and, following the Domestication, to the warrants to be received in exchange therefor;

•        “Proposals” refers, collectively, to the Business Combination Proposal, the Domestication Proposal, the Charter Approval Proposal, the Bylaws Approval Proposal, the Advisory Governance Proposals, the Nasdaq Proposal, the Director Election Proposal, the Equity Incentive Plan Proposal and the Adjournment Proposal;

•        “Proposed Bylaws” refers to the proposed new bylaws of Orchestra BioMed Holdings, Inc., a copy of which is attached to this proxy statement/prospectus as Annex C;

•        “Proposed Charter” refers to the proposed new certificate of incorporation of Orchestra BioMed Holdings, Inc., a copy of which is attached to this proxy statement/prospectus as Annex B;

•         “Public Shareholders” refers to the holders of our Public Shares, including our Initial Shareholders to the extent our Initial Shareholders purchase Public Shares, provided that their status as “Public Shareholders” shall exist only with respect to such Public Shares;

•        “Public Shares” refers to the HSAC2 Ordinary Shares issued in our IPO (whether they were purchased in our IPO or thereafter in the open market);

•        “Record Date” refers to            , 2022;

•        “RTW Forward Purchase Agreement” refers to the forward purchase agreement entered into by HSAC2 and Orchestra with the RTW Funds, pursuant to which the RTW Funds agreed to purchase $10 million of HSAC2 Ordinary Shares, less the dollar amount of HSAC2 Ordinary Shares holding redemption rights that the RTW Funds acquire and hold until immediately prior to the Domestication;

•        “RTW Funds” refers to certain funds managed by RTW Investments, LP;

•        “Securities Act” refers to the Securities Act of 1933, as amended;

•        “SEC” refers to the U.S. Securities and Exchange Commission;

•        “Shareholder Meeting” refers to the extraordinary general meeting of the shareholders of HSAC2 to be held in connection with the Business Combination and to consider and vote upon the Proposals;

•        “Sponsor” refers to HSAC 2 Holdings, LLC, our sponsor, the three directors of which are Roderick Wong, MD, our Chief Executive Officer and President, Naveen Yalamanchi, MD, our Chief Financial Officer and Executive Vice President, and Alice Lee, JD, our Vice President of Operations and Secretary & Treasurer;

•        “Sponsor and related parties” refers to the Sponsor, the directors and officers of HSAC2 and the RTW Funds.

•        “TLF” refers to Target Lesion Failure;

•        “Trading Day” refers to: (a) for so long as shares of HSAC2 Common Stock are listed or admitted for trading on Nasdaq or any other national securities exchange, days on which such securities exchange is open for business; (b) when and if the shares of HSAC2 Common Stock are quoted on a system of automated dissemination of quotations of securities prices, days on which trades may be made on such system; or (c) if the shares of HSAC2 Common Stock are not listed or admitted to trading on any national securities exchange or quoted on a system of automated dissemination of quotations of securities prices, days on which shares of HSAC2 Common Stock are traded regular way in the over-the- counter market and for which a closing bid and a closing asked price for shares of HSAC2 Common Stock are available;

•        “Transfer Agent” refers to Continental Stock Transfer & Trust Company, as transfer agent;

•        “Trust Account” refers to HSAC2’s trust account established pursuant to our IPO, being a United States-based trust account at Morgan Stanley Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee;

•        “US$” and “$” refers to the legal currency of the United States;

•        “Virtue SAB” refers to Orchestra’s Virtue Sirolimus AngioInfusion Balloon product; and

•        “VWAP” refers, for any security as of any date(s), to the dollar volume-weighted average price for a security on the principal securities exchange or securities market on which such security is then traded during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time, as reported by Bloomberg through its “HP” function (set to weighted average) or, if the foregoing does not apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin board for such security during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time, as reported by Bloomberg, or, if no dollar volume-weighted average price is reported for such security by Bloomberg for such hours, the average of the highest closing bid price and the lowest closing ask price of any of the market makers for such security as reported by OTC Markets Group Inc., except that if the VWAP cannot be calculated for such security on such date(s) on any of the foregoing bases, the VWAP of such security on such date(s) shall be the fair market value per share on such date(s) as reasonably determined by HSAC2.

All references in this proxy statement/prospectus to shares of the company being forfeited shall take effect as surrenders for no consideration of such shares as a matter of the Cayman Islands law. Any share dividends described in this proxy statement/prospectus will take effect as a share capitalization as a matter of Cayman Islands law.

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

The following are answers to some questions that you, as a shareholder of HSAC2, may have regarding the Proposals being considered at the Shareholder Meeting. We urge you to read carefully the remainder of this proxy statement/prospectus because the information in this section does not provide all the information that might be important to you with respect to the Proposals and the other matters being considered at the Shareholder Meeting. Additional important information is also contained in the annexes to and the documents incorporated by reference into this proxy statement/prospectus

Q:     Why am I receiving this proxy statement/prospectus?

A:     HSAC2, Merger Sub and Orchestra have agreed to the Business Combination under the terms of the Merger Agreement, which is attached to this proxy statement/prospectus as Annex A-1 and Annex A-2 and is incorporated into this proxy statement/prospectus by reference. You are encouraged to read the Merger Agreement in its entirety. The Board (which refers to the Board of Directors of HSAC2 prior to the Domestication, to the Board of Directors of Domesticated Parent following the Domestication, but before the Merger, and to the Board of Directors of New Orchestra following the Merger (the “Board”)) is soliciting your proxy to vote for the Business Combination and other Proposals at the Shareholder Meeting because you owned HSAC2 Ordinary Shares at the close of business on the Record Date and are therefore entitled to vote at the Shareholder Meeting. This proxy statement/prospectus summarizes the information that you need to know in order to cast your vote.

Q:     What is being voted on?

A:     Below are proposals that HSAC2 shareholders are being asked to vote on:

Proposal 1:    The Business Combination Proposal — an ordinary resolution to approve the Business Combination.

Proposal 2:    The Domestication Proposal — a special resolution to approve the Domestication.

Proposal 3:    The Charter Approval Proposal — a special resolution to approve and adopt the Proposed Charter, a copy of which is attached to this proxy statement/prospectus as Annex B.

Proposal 4:    The Bylaws Approval Proposal — a special resolution to approve and adopt the Proposed Bylaws, a copy of which is attached to this proxy statement/prospectus as Annex C.

Proposal 5:    The Advisory Governance Proposals — an ordinary resolution, on a non-binding advisory basis, to approve and adopt certain differences between HSAC2’s Existing Charter and the Proposed Charter, which are being presented as separate sub-proposals.

Proposal 6:    The Nasdaq Proposal — an ordinary resolution to approve, for purposes of complying with applicable Nasdaq listing rules, the issuance by HSAC2 of shares of common stock, par value $0.0001 per share, to equity holders of Orchestra.

Proposal 7:    The Director Election Proposal — an ordinary resolution to elect Eric A. Rose, M.D., Jason Aryeh, Pamela Y. Connealy, Geoffrey W. Smith, David P. Hochman, Darren R. Sherman and Eric S. Fain, M.D. to serve staggered terms on New Orchestra’s board of directors until the 2023, 2024 and 2025 annual meetings of stockholders, as applicable, and until their respective successors are duly elected and qualified or until their earlier death, resignation or removal.

Proposal 8:    The Equity Incentive Plan Proposal — an ordinary resolution to approve the 2022 Plan to be effective after the closing of the Business Combination; and

Proposal 9:    The Adjournment Proposal — an ordinary resolution to approve the adjournment of the Shareholder Meeting by the chairman thereof to a later date, if necessary, under certain circumstances, including for the purpose of soliciting additional proxies in favor of the foregoing Proposals, in the event HSAC2 does not receive the requisite shareholder vote to approve the Proposals.

For more information, please see “Proposal 1 — The Business Combination Proposal,” “Proposal 2 — The Domestication Proposal,” “Proposal 3 — The Charter Approval Proposal,” “Proposal 4 — The Bylaws Approval Proposal,” “Proposal 5 — The Advisory Governance Proposals,” “Proposal 6 — The Nasdaq Proposal,” “Proposal 7 — The Director Election Proposal,” “Proposal 8 — The Equity Incentive Plan Proposal,” and “Proposal 9 — The Adjournment Proposal.”

Under the Merger Agreement, the approval of the Condition Precedent Proposals is a condition to the consummation of the Business Combination. If the HSAC2 shareholders do not approve each of the Condition Precedent Proposals, then the Business Combination may not be consummated.

In addition, as required by applicable SEC guidance to give shareholders the opportunity to present their separate views on important corporate governance provisions, HSAC2 is requesting that our shareholders vote upon, on a non-binding advisory basis, a proposal to approve certain amendments contained in the Proposed Charter that materially affect shareholder rights, which are amendments that will be made to the Existing Charter as reflected in the Proposed Charter if the Advisory Governance Proposals are approved. See “Proposal 5 — The Advisory Governance Proposals.” This separate vote is not otherwise required by Cayman Islands law (separate and apart from the Charter Approval Proposal and the Bylaws Approval Proposal), but, pursuant to SEC guidance, HSAC2 is required to submit these provisions to our shareholders separately for approval. However, the shareholder votes regarding these proposals are advisory votes, and are not binding on HSAC2 or the HSAC2 Board (separate and apart from the approval of the Charter Approval Proposal and the Bylaws Approval Proposal). Furthermore, the Business Combination is not conditioned on the separate approval of the Advisory Governance Proposals (separate and apart from approval of the Charter Approval Proposal and the Bylaws Approval Proposal).

Q:     Are the proposals conditioned on one another?

A:     Each of the Condition Precedent Proposals (including the Business Combination Proposal, the Domestication Proposal, the Charter Approval Proposal, the Bylaws Approval Proposal, the Nasdaq Proposal, the Director Election Proposal and the Equity Incentive Plan Proposal) is conditioned on the approval and adoption of the other Condition Precedent Proposals. The Advisory Governance Proposals and the Adjournment Proposal are not conditioned upon the approval of any other proposal.

It is important for you to note that in the event that the Business Combination Proposal is not approved, HSAC2 will not consummate the Business Combination. If HSAC2 does not consummate the Business Combination and fails to complete an initial business combination by November 6, 2022, or February 6, 2023 if HSAC2 elects to extend the date to consummate a business combination for up to three monthly extensions after November 6, 2022 (the “Extension Date”), HSAC2 will be required to dissolve and liquidate, unless we obtain shareholder approval to amend our Existing Charter to further extend the date by which the Business Combination may be consummated.

Q:     What will happen in the Business Combination?

A:     Before the Closing, HSAC2 will domesticate as a Delaware corporation. At the Closing, Merger Sub will merge with and into Orchestra, with Orchestra surviving such merger as the surviving entity. 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.” In connection with the Business Combination, the cash held in the Trust Account after giving effect to any redemption of shares by HSAC2’s Public Shareholders and the proceeds from the sale of shares under the Forward Purchase Agreements (if any) and Backstop Agreement will be used to pay certain fees and expenses in connection with the Business Combination, and for working capital and general corporate purposes.

Q:     Why is HSAC2 proposing the Business Combination Proposal?

A:     HSAC2 is a blank check company incorporated on May 25, 2020 as a Cayman Islands exempted company. We were incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses, which we refer to as our initial business combination.

HSAC2 received $160 million from the IPO (including net proceeds from the exercise by the underwriters of their over-allotment option) and sale of the Private Warrants, which was placed into the Trust Account immediately following the IPO. In accordance with HSAC2’s Existing Charter, the funds held in the Trust Account will be released upon the consummation of the Business Combination. See the question entitled “What happens to the funds held in the Trust Account upon consummation of the Business Combination?”

There currently are 11,212,117 HSAC2 Ordinary Shares issued and outstanding, consisting of 6,762,117 Public Shares, 450,000 Private Shares and 4,000,000 Insider Shares. In addition, there currently are 1,500,000 Private Warrants issued and outstanding held by our Sponsor. Each Private Warrant entitles the holder thereof to purchase one HSAC2 Ordinary Share at a price of $11.50 per share. The Private Warrants are not currently exercisable, but will become exercisable 30 days after the completion of our initial business combination and will expire five years after the completion of our initial business combination.

Q:     Did the HSAC2 Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

A:     The HSAC2 Board did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combination. The HSAC2 Board believes that, based upon the financial skills and background of its directors, it was qualified to conclude that the Business Combination was fair from a financial perspective to its shareholders. The Board also determined, without seeking a valuation from a financial advisor, that Orchestra’s fair market value was at least 80% of HSAC2’s net assets, excluding any taxes payable on interest earned. Accordingly, investors will be relying on the HSAC2 Board’s judgment as described above in valuing Orchestra’s business and assuming the risk that the HSAC2 Board may not have properly valued such business.

Q:     What is the consideration being paid to Orchestra Equityholders?

A:     Under the Merger Agreement, the consideration to be paid at the Closing by HSAC2 to holders of equity interests in Orchestra as of the time immediately before the Business Combination (“Orchestra Equityholders”) will be payable in shares of HSAC2 Common Stock at an exchange ratio of 0.465 shares of HSAC2 Common Stock for each whole share of Orchestra Common Stock. Orchestra stockholders will also have the opportunity to elect to participate in an earnout pursuant to which each such electing stockholder may receive a portion of additional contingent consideration of up to 8,000,000 shares of New Orchestra Common Stock in the aggregate, if certain share price targets are met.

Q:     How was Orchestra’s enterprise value determined?

A:     HSAC2 arrived at the enterprise value for Orchestra through diligence of the company’s two flagship programs BackBeat Cardiac Neuromodulation Therapy for the treatment of hypertension (“HTN”) and Virtue Sirolimus AngioInfusion Balloon for the treatment of atherosclerotic artery disease and the associated anticipated market performance as well as comparison to the enterprise values of a basket of pre-revenue medical technology peers. In addition, the equity value was benchmarked against an equity value to net cash ratio of 2.0x and reflected that no additional near-term fundraising is needed for the business. The pro forma fully diluted enterprise valuation was $158 million and market capitalization is $317 million assuming $169 million of pro forma cash at Orchestra’s March 31, 2022 balance sheet and $10 million of debt.

Q:     What equity stake will current shareholders of HSAC2 and Orchestra Equityholders hold in New Orchestra after the Closing?

A:     We anticipate that, immediately after consummation of the Business Combination, including the Domestication, the Merger, the purchases made under the Forward Purchase Agreements, and assuming no additional redemptions, the Sponsor, the RTW Funds and HSAC2’s directors and officers will collectively own approximately 25.3% of the issued New Orchestra Common Stock and Medtronic will own approximately 15.8% of the issued New Orchestra Common Stock, while the other Public Shareholders of HSAC2 will own approximately 15.0% of the issued New Orchestra Common Stock and the current stockholders of Orchestra (other than Medtronic) will own approximately 43.9% of the issued New Orchestra Common Stock. If the RTW Funds make the maximum purchases under the Backstop Agreement and assuming maximum redemptions, these percentages would be 40.3%, 15.8%, 0% and 43.9%, respectively. These relative percentages do not reflect the Earnout Consideration, which will not be issued unless and until the Initial Milestone Event and/or the Final Milestone Event occur and assume that (i) none or all of HSAC2’s existing Public Shareholders, as indicated above, seek to convert their shares into the right to receive cash from the Trust Account, (ii) no HSAC2 warrants are exercised, and (iii) no existing Orchestra stock options or warrants are exercised and no additional Orchestra stock options or warrants are granted prior to the Closing. If any of these assumptions are incorrect, the anticipated percentage ownership of New Orchestra will be different. You should read Summary of the Proxy Statement/Prospectus — Ownership of the Post-Business Combination Company After the Closing” and “Unaudited Pro Forma Condensed Consolidated Combined Financial Statements” for further information.

Q.     What conditions must be satisfied to complete the Business Combination?

A:     The consummation of the Business Combination is conditioned upon, among other things: (i) completion of the Domestication, (ii) approval by HSAC2’s shareholders and Orchestra’s stockholders of the Merger and related transactions, (iii) each Orchestra warrant having been amended in accordance with its terms to permit the conversion thereof into a New Orchestra warrant and any Orchestra warrant not so amended being canceled by Orchestra, (iv) HSAC2 having at least $5,000,001 of net tangible assets upon consummation of the Merger, and (v) HSAC2 having at least $60 million in cash remaining in its working capital and Trust Account, after satisfaction of redemption payments to Public Shareholders and indebtedness (not including expenses in connection with the IPO and Merger), including the Sponsor Commitment but not the proceeds of the forward purchase agreement entered into by HSAC2 and Orchestra with Medtronic, pursuant to which Medtronic agreed to purchase $10 million of HSAC2 Ordinary Shares, less the dollar amount of HSAC2 Ordinary Shares holding redemption rights that Medtronic acquires and holds until immediately prior to the Domestication (the “Medtronic Forward Purchase Agreement”) (such remaining cash in the working capital and Trust Account, the “Parent Closing Cash”). Therefore, unless these conditions are waived by the applicable parties to the Merger Agreement, the Merger Agreement could terminate and the Business Combination may not be consummated. For a summary of the conditions that must be satisfied or waived prior to the consummation of the Business Combination, see the section entitled “Proposal 1 — The Business Combination Proposal — The Business Combination and the Merger Agreement — Conditions to Closing.”

Q.     Are Orchestra’s stockholders required to approve the Business Combination?

A:     Yes. The Orchestra stockholders are required to approve the Business Combination.

Certain Orchestra stockholders entered into a Company Stockholder Support Agreement dated July 4, 2022, with HSAC2 and Orchestra, pursuant to which such stockholders agreed to vote all Orchestra Common Stock beneficially owned by them, including any additional shares of Orchestra they acquire ownership of or the power to vote, in favor of the Business Combination and related transactions. As of            , 2022, such stockholders own            % of the issued and outstanding shares of Orchestra Common Stock.

Q:     Are there risks associated with the Business Combination that I should consider in deciding how to vote?

A:     Yes. There are several risks related to the Business Combination and other transactions contemplated by the Merger Agreement, as discussed elsewhere in this proxy statement/prospectus. Please read with particular care the detailed description of the risks described in “Risk Factors” beginning on page 47 of this proxy statement/prospectus.

Q:     Why is HSAC2 proposing the Domestication?

A:     The HSAC2 Board believes that it would be in the best interests of HSAC2 to effect the Domestication to enable the Company to avoid certain taxes that would be imposed on the Company if the Company were to conduct an operating business in the United States as a foreign corporation after the Business Combination. In addition, the Board believes Delaware provides a recognized body of corporate law that will facilitate corporate governance by the Company’s officers and directors following the Closing. Delaware maintains a favorable legal and regulatory environment in which to operate. For many years, Delaware has followed a policy of encouraging companies to incorporate there and, in furtherance of that policy, has adopted comprehensive, modern and flexible corporate laws that are regularly updated and revised to meet changing business needs. As a result, many major corporations have initially chosen Delaware as their domicile or have subsequently reincorporated in Delaware in a manner similar to the procedures HSAC2 is proposing. Due to Delaware’s longstanding policy of encouraging incorporation in that state and consequently its prevalence as the state of incorporation, the Delaware courts have developed considerable expertise in dealing with corporate issues and a substantial body of case law has developed construing the Delaware General Corporation Law, as amended (the “DGCL”) and establishing public policies with respect to Delaware corporations. It is anticipated that the DGCL will continue to be interpreted and explained in a number of significant court decisions that may provide greater predictability with respect to the Company’s corporate legal affairs.

The Domestication will not occur unless the HSAC2 shareholders have approved the Domestication Proposal, the Business Combination Proposal, the Charter Approval Proposal, the Bylaws Approval Proposal, the Equity Incentive Plan Proposal and the Nasdaq Proposal and upon the Merger Agreement being in full force and effect prior to the Domestication. The Domestication will occur immediately prior to the Closing.

Q:     What is involved with the Domestication?

A.     The Domestication will require HSAC2 to file certain documents in both the Cayman Islands and the State of Delaware. At the effective time of the Domestication, which will be the Closing Date, HSAC2 will cease to be a company incorporated under the laws of the Cayman Islands and in connection with the Business Combination, HSAC2 will continue as a Delaware corporation and, simultaneously with the Business Combination, will change its corporate name to “Orchestra BioMed Holdings, Inc.” The Existing Charter will be replaced by the Proposed Charter and the Proposed Bylaws and your rights as a shareholder will cease to be governed by the laws of the Cayman Islands and will be governed by Delaware law.

Q:     When will the Domestication be effective?

A:     The Domestication is expected to become effective immediately prior to the completion of the Business Combination.

Q:     How will the Domestication affect my HSAC2 securities?

A:     Pursuant to the Domestication and the Business Combination and without further action on the part of HSAC2 shareholders, each outstanding HSAC2 Ordinary Share will convert to one outstanding share of HSAC2 Common Stock. Although it will not be necessary for you to exchange your certificates representing HSAC2 Ordinary Shares after the Domestication, the Company will, upon request, exchange your HSAC2 share certificates for the applicable number of shares of HSAC2 Common Stock, and all certificates for securities issued after the Domestication will be certificates representing securities of HSAC2 as a Delaware corporation.

Q:     How many votes do I have at the Shareholder Meeting?

A:     HSAC2 shareholders are entitled to one vote at the Shareholder Meeting for each HSAC2 Ordinary Share for which they are entered in the register of members of HSAC2 as of the Record Date. As of the close of business on the Record Date, there were 11,212,117 outstanding HSAC2 Ordinary Shares.

Q:     What vote is required to approve the Proposals presented at the Shareholder Meeting?

A:     The Business Combination Proposal, the Advisory Governance Proposals, the Nasdaq Proposal, the Director Election Proposal, the Equity Incentive Plan Proposal and the Adjournment Proposal require the approval of an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the HSAC2 Ordinary Shares who, being present in person (including virtually) or represented by proxy and entitled to vote at the Shareholder Meeting, vote at the Shareholder Meeting. The Advisory Governance Proposals are voted upon on a non-binding advisory basis only. The Domestication Proposal, the Charter Approval Proposal, and the Bylaws Approval Proposal require the approval of a special resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of at least two-thirds of the HSAC2 Ordinary Shares who, being present in person (including virtually) or represented by proxy and entitled to vote at the Shareholder Meeting, vote at the Shareholder Meeting.

Q:     What constitutes a quorum at the Shareholder Meeting?

A:     Holders of a majority of the issued shares entitled to vote at the Shareholder Meeting, present in person (including virtually) or represented by proxy, constitute a quorum. In the absence of a quorum, the chairman of the meeting has the power to adjourn the Shareholder Meeting. As of the Record Date, 5,606,060 HSAC2 Ordinary Shares, in the aggregate, would be required to achieve a quorum.

Q:     How will the Initial Shareholders vote?

A:     Pursuant to letter agreements dated August 3, 2020, the Initial Shareholders, who own the Insider Shares and Private Shares, representing approximately 39.96% of the outstanding HSAC2 Ordinary Shares, agreed to vote such shares and any other HSAC2 Ordinary Shares purchased by them in the open market in or after the HSAC2 IPO in favor of the Business Combination Proposal. However, any HSAC Ordinary Shares acquired outside of the redemption offer set forth in this proxy statement/prospectus, including the 1,000,000 Forward Purchase Shares and any purchase by the RTW Funds pursuant to the Backstop Agreement (“Backstop Purchases”), will not be voted in favor of approving the Business Combination Proposal and, further, will not carry redemption rights. Therefore, while the Insider Shares, Private Shares and 30,000 Public Shares held by our officers will

be voted in favor of the Business Combination, the 1,000,000 Forward Purchase Shares and any Backstop Purchases will not. See the section titled “Proposal 1 — The Business Combination Proposal — The Business Combination and the Merger Agreement — The General Structure of the Business Combination.”

Q:     What interests do HSAC2’s current executive officers and directors have in the Business Combination?

A:     In considering the recommendation of the Board to approve the Merger Agreement, HSAC2 shareholders should be aware that certain HSAC2 executive officers and directors may be deemed to have interests in the Business Combination that are different from, or in addition to, those of HSAC2 shareholders generally. These interests, which may create actual or potential conflicts of interest, are, to the extent material, described in the section titled “Proposal 1 — The Business Combination Proposal — Interests of HSAC2’s Directors and Officers and Others in the Business Combination” beginning on page 141.

Q:     Who will manage New Orchestra after the Business Combination?

A:     As a condition to the Closing of the Business Combination, all of the officers and directors of HSAC2 will resign. For information on the anticipated management of New Orchestra, see the section titled “Management After the Business Combination.”

Q:     When is the Business Combination expected to occur?

A:     The Merger Agreement provides that the Closing will take place three business days after satisfaction or waiver of the conditions described below under the section titled “Proposal 1 — The Business Combination Proposal — Structure of the Business Combination — Conditions to Closing of the Business Combination”; or such other date as agreed to by the parties to the Merger Agreement in writing, in each case, subject to the satisfaction or waiver of the Closing conditions and after the Domestication. The Merger Agreement may be terminated by either HSAC2 or Orchestra if the Closing has not occurred by February 6, 2023, subject to certain exceptions. The parties expect the Closing to occur in the fourth quarter of 2022.

For a description of the conditions to the completion of the Business Combination, see the section titled “Proposal 1 — The Business Combination Proposal — The Business Combination and the Merger Agreement — Conditions to Closing.”

Q:     What happens if I sell my HSAC2 Ordinary Shares before the Shareholder Meeting?

A:     The Record Date is earlier than the date of the Shareholder Meeting. If you transfer your HSAC2 Ordinary Shares after the Record Date, but before the Shareholder Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the Shareholder Meeting. However, you will not be able to seek redemption of your shares because you will no longer be able to tender them for cancellation upon consummation of the Business Combination. If you transfer your HSAC2 Ordinary Shares prior to the Record Date, you will have no right to vote those shares at the Shareholder Meeting or redeem those shares for a pro rata portion of the proceeds held in our Trust Account.

Q:     What happens if I vote against the Business Combination Proposal?

A:     Pursuant to the Existing Charter, if the Business Combination Proposal is not approved and HSAC2 does not otherwise consummate an alternative business combination by the Extension Date, HSAC2 will be required to dissolve and liquidate its Trust Account by returning the then remaining funds in such account to the Public Shareholders.

Q:     Do I have redemption rights?

A:     Pursuant to the Existing Charter, holders of Public Shares may elect to have their shares redeemed for cash at the applicable redemption price per share calculated in accordance with the Existing Charter. As of         , 2022, based on funds in the Trust Account of approximately $            , this would have amounted to approximately $             per share (exclusive of         ). If a holder exercises its redemption rights, then such holder will be exchanging its HSAC2 Ordinary Shares for cash. Such a holder will be entitled to receive cash for its Public Shares only if it properly demands redemption and tenders or delivers its shares (either physically or electronically, including share certificates (if any) and other redemption forms) to HSAC2’s transfer agent prior to the Shareholder Meeting. Additionally, in no event will HSAC2 redeem Public Shares in an amount that

would cause our net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001 after giving effect to the transactions contemplated by the Merger Agreement. See the section titled “Extraordinary General Meeting of HSAC2 Shareholders — Redemption Rights” for the procedures to be followed if you wish to redeem your shares for cash.

Q:     Will how I vote affect my ability to exercise redemption rights?

A:     No. You may exercise your redemption rights whether you vote your HSAC2 Ordinary Shares “FOR” or “AGAINST” the Business Combination Proposal or any other proposal described in this proxy statement/prospectus. As a result, the Merger Agreement can be approved by shareholders who will redeem their shares and no longer remain shareholders, leaving shareholders who choose not to redeem their shares holding shares in a company with a potentially less liquid trading market, fewer stockholders, potentially less cash and the potential inability to meet the Nasdaq listing standards.

Q:     What are the U.S. federal income tax consequences of exercising my redemption rights?

A:     In the event that a U.S. Holder (as defined in “Material U.S. Federal Income Tax Consequences”) elects to redeem its HSAC2 Ordinary Shares for cash, the treatment of the transaction for U.S. federal income tax purposes will depend on whether the redemption qualifies as a sale or exchange of the HSAC2 Ordinary Shares under Section 302 of the Internal Revenue Code of 1986, as amended (the “Code”), or is treated as a distribution under Section 301 of the Code and whether HSAC2 would be characterized as a passive foreign investment company (“PFIC”).

Additionally, because the Domestication will occur prior to the redemption by U.S. Holders that exercise redemption rights with respect to HSAC2 Ordinary Shares, U.S. Holders exercising such redemption rights will be subject to the potential tax consequences of section 367(b) of the Code and the PFIC rules. The tax consequences of the exercise of redemption rights, including pursuant to Section 367(b) of the Code and the PFIC rules, are discussed more fully below under “Material U.S. Federal Income Tax Consequences.” All holders of HSAC2 Ordinary Shares considering exercising their redemption rights are urged to consult their tax advisor on the tax consequences to them of an exercise of redemption rights, including the applicability and effect of U.S. federal, state, local and foreign income and other tax laws.

Q:     What are the U.S. federal income tax consequences of the Domestication Proposal?

A:     As discussed more fully under “Material U.S. Federal Income Tax Consequences,” the Domestication should qualify as a “reorganization” within the meaning of Section 368 of the Code. However, the provisions of the Code that govern reorganizations are complex, and due to the absence of direct guidance on the application of Section 368 to a domestication of a corporation holding only investment-type assets such as HSAC2, the qualification of the Domestication as a “reorganization” within the meaning of Section 368 of the Code is not entirely clear. If the Domestication so qualifies, then a U.S. Holder (as defined below) will be subject to Section 367(b) of the Code and, as a result:

•        a U.S. Holder whose HSAC2 Ordinary Shares have a fair market value of less than $50,000 on the date of the Domestication and who on the date of the Domestication owns (actually and constructively) less than 10% of the total combined voting power of all classes of HSAC2 stock entitled to vote and less than 10% of the total value of all classes of HSAC2 stock will generally not recognize any gain or loss and will generally not be required to include any part of HSAC2’s earnings in income pursuant to the Domestication;

•        a U.S. Holder whose HSAC2 Ordinary Shares have a fair market value of $50,000 or more on the date of the Domestication, but who on the date of the Domestication owns (actually and constructively) less than 10% of the total combined voting power of all classes of HSAC2 stock entitled to vote and less than 10% of the total value of all classes of HSAC2 stock will generally recognize gain (but not loss) on the exchange of HSAC2 Ordinary Shares for HSCA2 Common Stock pursuant to the Domestication. As an alternative to recognizing gain, such U.S. Holders may file an election to include in income as a dividend the “all earnings and profits amounts,” (as defined in Treasury Regulation Section 1.367(b)-2(d)) attributable to their HSAC2 Ordinary Shares, provided certain other requirements are satisfied. HSAC2 does not expect to have significant cumulative earnings and profits on the date of the Domestication; and

•        a U.S. Holder who on the date of the Domestication owns (actually and constructively) 10% or more of the total combined voting power of all classes of HSAC2 stock entitled to vote or 10% or more of the total value of all classes of HSAC2 stock will generally be required to include in income as a dividend the “all earnings and profits amount,” (as defined in Treasury Regulation Section 1.367(b)-2(d)) attributable to its HSAC2 Ordinary Shares, provided certain other requirements are satisfied. Any such U.S. Holder that is a corporation may, under certain circumstances, effectively be exempt from taxation on a portion or all of the deemed dividend pursuant to Section 245A of the Code. HSAC2 does not expect to have significant cumulative earnings and profits on the date of the Domestication.

Furthermore, even if the Domestication qualifies as a “reorganization” within the meaning of Section 368 of the Code, a U.S. Holder of HSAC2 Ordinary Shares may, in certain circumstances, still recognize gain (but not loss) upon the exchange of its HSAC2 Ordinary Shares for HSAC2 Common Stock pursuant to the Domestication under the PFIC rules of the Code equal to the excess, if any, of the fair market value of HSAC2 Common Stock received in the Domestication and the U.S. Holder’s adjusted tax basis in the corresponding HSAC2 Ordinary Shares surrendered in exchange therefor. The tax on any such gain so recognized would be imposed at the rate applicable to ordinary income and an interest charge would apply. For a more complete discussion of the potential application of the PFIC rules to U.S. Holders as a result of the Domestication, see the discussion in the section titled “Material U.S. Federal Income Tax Consequences — U.S. Holders — U.S. Federal Income Tax Consequences of the Domestication to U.S. Holders of HSAC2 Ordinary Shares — Passive Foreign Investment Company Status.”

If the Domestication does not qualify as a reorganization, then a U.S. Holder that exchanges its HSAC2 Ordinary Shares for HSAC2 Common Stock will recognize gain or loss equal to the difference between (i) the sum of the fair market value of the HSAC2 Common Stock received and (ii) the U.S. Holder’s adjusted tax basis in the HSAC2 Ordinary Shares exchanged.

Additionally, the Domestication may cause Non-U.S. Holders (as defined in “Material U.S. Federal Income Tax Consequences”) to become subject to U.S. federal income withholding taxes on any dividends paid in respect of such Non-U.S. Holder’s shares of HSAC2 Common Stock after the Domestication.

For a more detailed discussion of certain U.S. federal income tax consequences of the Domestication, see “Material U.S. Federal Income Tax Consequences” in this proxy statement/prospectus. Holders should consult their own tax advisors to determine the tax consequences to them (including the application and effect of any state, local or other income and other tax laws) of the Domestication and the Business Combination.

Q:     How do I exercise my redemption rights?

A:     In order to exercise your redemption rights, you must (i) affirmatively vote either “FOR” or “AGAINST” the Business Combination Proposal and (ii) prior to 5 PM, Eastern time, on               ,                2022 (two (2) business days before the Shareholder Meeting), tender your shares physically or electronically and submit a request in writing that we redeem your Public Shares for cash to Continental Stock Transfer & Trust Company, our transfer agent (the “Transfer Agent”), at the following address:

Continental Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, New York 10004
Attention: Mark Zimkind
Email: mzimkind@continentalstock.com

Please check the box on the enclosed proxy card marked “Shareholder Certification” if you are not acting in concert or as a “group” (as defined in Section 13d-3 of the Exchange Act) with any other shareholder with respect to HSAC2 Ordinary Shares. Notwithstanding the foregoing, a holder of the Public Shares, together with any affiliate of it, his or hers, or any other person with whom it, he or she is acting in concert or as a “group” (as defined in Section 13d-3 of the Exchange Act) will be restricted from seeking redemption rights with respect to more than 20% of the HSAC2 Ordinary Shares sold in the HSAC2 IPO (the “20% threshold”). Accordingly, all Public Shares in excess of the 20% threshold beneficially owned by a Public Shareholder or group will not be redeemed for cash.

Shareholders seeking to exercise their redemption rights and opting to tender or deliver physical certificates should allot sufficient time to obtain physical certificates from the Transfer Agent and time to effect delivery. It is HSAC2’s understanding that shareholders should generally allot at least two weeks to obtain physical certificates from the Transfer Agent. However, HSAC2 does not have any control over this process and it may take longer than two weeks. Shareholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or tendered electronically.

Any request for redemption, once made by a holder of Public Shares, may not be withdrawn once submitted to HSAC2 unless the Board of Directors of HSAC2 determines (in its sole discretion) to permit the withdrawal of such redemption request (which they may do in whole or in part). If you tendered your shares for redemption to HSAC2’s transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that HSAC2’s transfer agent return the shares (physically or electronically). You may make such request by contacting HSAC2’s transfer agent at the phone number or address listed under the question “Who can help answer my questions?” below.

Q:     Do I have dissenters’ rights or appraisal rights in connection with the proposed Business Combination or the Domestication Proposal?

A:     No. There are no appraisal rights available to holders of HSAC2 Ordinary Shares or the Private Warrants in connection with the Domestication Proposal under the DGCL.

As a matter of Cayman Islands law, dissenters’ rights only apply to statutory mergers where the Cayman Islands company is a constituent party thereto.

Q:     What happens to the funds held in the Trust Account upon consummation of the Business Combination?

A:     If the Business Combination is consummated, the funds held in the Trust Account will be released to pay:

•        HSAC2 shareholders who properly exercise their redemption rights;

•        certain other fees, costs and expenses (including regulatory fees, legal fees, accounting fees, printer fees, and other professional fees) that were incurred by HSAC2 and Orchestra in connection with the transactions contemplated by the Business Combination and pursuant to the terms of the Merger Agreement;

•        unpaid franchise and income taxes of HSAC2; and

•        the balance shall be released to New Orchestra to fund its working capital needs.

Q:     What happens if a substantial number of the Public Shareholders vote in favor of the Business Combination Proposal and exercise their redemption rights?

A:     Our Public Shareholders are not required to vote “FOR” the Business Combination in order to exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of Public Shareholders is reduced as a result of redemptions by Public Shareholders. However, a condition to the consummation of the Business Combination is that Parent Closing Cash is equal to or greater than $60,000,000. This $60,000,000 figure does not take into account the $10 million in Forward Purchase Shares to be purchased by Medtronic pursuant to the Medtronic Forward Purchase Agreement. In no event will HSAC2 redeem Public Shares in an amount that would cause our net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001 after giving effect to the transactions contemplated by the Merger Agreement.

Additionally, as a result of redemptions, the trading market for New Orchestra’s common stock may be less liquid than the market for the Public Shares was prior to consummation of the Business Combination and we may not be able to meet the Nasdaq listing standards or those of another national securities exchange.

Q:     What happens if the Business Combination is not consummated?

A:     There are certain circumstances under which the Merger Agreement may be terminated. See the section titled “Proposal 1 — The Business Combination Proposal — The Business Combination and the Merger Agreement — Termination” for information regarding the parties’ specific termination rights.

If, as a result of the termination of the Merger Agreement or otherwise, HSAC2 is unable to complete the Business Combination or another initial business combination transaction by the Extension Date, it will trigger our automatic winding up, liquidation and dissolution pursuant to the terms of our Existing Charter. As a result, this has the same effect as if we had formally gone through a voluntary liquidation procedure under the Companies Act.

The amount in the Trust Account (less $1,250 representing the aggregate nominal par value of our Public Shares, but including the deferred underwriting compensation) under the Companies Act will be available for distribution under the Companies Act provided that immediately following the date on which the proposed distribution is to be made, we are able to pay our debts as they fall due in the ordinary course of business, and the value of our assets exceed our liabilities. If we are forced to liquidate, we anticipate that we would distribute to our Public Shareholders the amount in the Trust Account calculated as of the date that is two days prior to the distribution date (including any accrued interest).

The proceeds deposited in the Trust Account could, however, become subject to claims of our creditors that are in preference to the claims of our shareholders. We may not have funds sufficient to pay or provide for all creditors’ claims. Although we will seek to have all vendors, service providers (excluding our independent registered public accounting firm), prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of our Public Shareholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if our management believes that such third party’s engagement would be significantly more beneficial to us than any alternative. Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by our management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where our management is unable to find a service provider willing to execute a waiver. The underwriters of our IPO did not execute agreements with us waiving such claims to the monies held in the Trust Account. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the Trust Account for any reason. In order to protect the amounts held in the Trust Account, our Sponsor has agreed that it will be liable to us if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per HSAC2 Ordinary Share due to reductions in the value of the assets held in the Trust Account, in each case less income and franchise taxes payable, provided that such liability will not apply to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under our indemnity of the underwriters of our IPO against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, our Sponsor will not be responsible to the extent of any liability for such third-party claims. However, we have not asked our Sponsor to reserve for such indemnification obligations, nor have we independently verified whether our Sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our Sponsor’s only assets are securities of our company and cash received from us pursuant to the Administrative Services Agreement with our Sponsor pursuant to which we agreed to pay the Sponsor a total of $10,000 per month for office space and certain office and secretarial services. Since inception, we have paid $230,000 to the Sponsor for these services. Therefore, we cannot assure you that our Sponsor would be able to satisfy those obligations. None of our officers or directors will indemnify us for claims by third parties, including, without limitation, claims by vendors and prospective target businesses.

In the event that the proceeds in the Trust Account are reduced below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per HSAC2 Ordinary Share due to reductions in the value of the assets in the

Trust Account, in each case less income and franchise taxes payable, and our Sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our Sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our Sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance. Accordingly, we cannot assure you that due to claims of creditors the actual value of the per-share redemption price will not be less than $10.00 per HSAC2 Ordinary Share.

If we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy or insolvency law and may be included in our bankruptcy or insolvency estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy or insolvency claims deplete the Trust Account, we cannot assure you we will be able to return $10.00 per HSAC2 Ordinary Share to our Public Shareholders. Additionally, if we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy or insolvency laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy or insolvency court could seek to recover some or all amounts received by our shareholders. Furthermore, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims of punitive damages, by paying Public Shareholders from the Trust Account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons.

The holders of the Insider Shares, Private Shares and Private Warrants (and underlying securities) will not participate in any redemption distribution with respect to their Insider Shares, Private Shares or Private Warrants (and underlying securities), but may have any Public Shares redeemed upon liquidation.

If we are unable to conclude our initial business combination and we expend all of the net proceeds of our IPO not deposited in the Trust Account, without taking into account any interest earned on the Trust Account, we expect that the initial per-share redemption price will be approximately $10.00. However, if there are claims of creditors that take priority over the claims of our Public Shareholders that are not indemnified by our Sponsor, the amount we distribute could be less than $10.00 per HSAC2 Ordinary Share.

We will pay the costs of any liquidation following the redemptions from our remaining assets outside of the Trust Account. If such funds are insufficient, our Initial Shareholders have agreed to pay the funds necessary to complete such liquidation (currently anticipated to be no more than approximately $15,000) and have agreed not to seek repayment for such expenses.

The underwriters of our IPO have agreed to waive their rights to the deferred underwriting commissions held in the Trust Account in the event we do not consummate a business combination by the Extension Date and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of our Public Shares.

Q:     What do I need to do now?

A:     You are urged to read carefully and consider the information contained in this proxy statement/prospectus, including the annexes, and to consider how the Business Combination will affect you as a shareholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

Q:     How do I vote?

A:      If you are a shareholder entered in the register of members of HSAC2 on the Record Date, you may vote online at the Shareholder Meeting or vote by proxy using the enclosed proxy card, the Internet or telephone. Whether or not you plan to participate in the Shareholder Meeting, we urge you to vote by proxy to ensure your vote is counted. Even if you have already voted by proxy, you may still attend the Shareholder Meeting and vote online, if you choose.

To vote online at the Shareholder Meeting, follow the instructions below under “How may I participate in the Shareholder Meeting?”

To vote using the proxy card, please complete, sign and date the proxy card and return it in the prepaid envelope. If you return your signed proxy card before the Shareholder Meeting, we will vote your shares as you direct.

To vote via the telephone, you can vote by calling the telephone number on your proxy card. Please have your proxy card handy when you call. Easy-to-follow voice prompts will allow you to vote your shares and confirm that your instructions have been properly recorded.

To vote via the Internet, please go to https://                 and follow the instructions. Please have your proxy card handy when you go to the website. As with telephone voting, you can confirm that your instructions have been properly recorded.

Telephone and Internet voting facilities for shareholders entered in the register of members of HSAC2 on the Record Date will be available 24 hours a day until 11:59 p.m. Eastern Time on             , 2022. After that, telephone and Internet voting will be closed, and if you want to vote your shares, you will either need to ensure that your proxy card is received before the date of the Shareholder Meeting or attend the Shareholder Meeting to vote your shares online.

If your shares are registered in the name of your broker, bank or other agent, you are the “beneficial owner” of those shares and those shares are considered as held in “street name.” If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a proxy card and voting instructions with these proxy materials from that organization rather than directly from us. Simply complete and mail the proxy card to ensure that your vote is counted. You may be eligible to vote your shares electronically over the Internet or by telephone. A large number of banks and brokerage firms offer Internet and telephone voting. If your bank or brokerage firm does not offer Internet or telephone voting information, please complete and return your proxy card in the self-addressed, postage-paid envelope provided.

If you are a beneficial owner and you plan to vote at the Shareholder Meeting, you will need to contact the Transfer Agent at the phone number or email below to receive a control number and you must obtain a legal proxy from your broker, bank or other nominee reflecting the number of HSAC2 Ordinary Shares you held as of the Record Date, your name and email address. You must contact the Transfer Agent for specific instructions on how to receive the control number. Please allow up to 48 hours prior to the meeting for processing your control number.

After obtaining a valid legal proxy from your broker, bank or other agent, to then register to attend the Shareholder Meeting, you must submit proof of your legal proxy reflecting the number of your shares along with your name and email address to the Transfer Agent. Requests for registration should be directed to 917-262-2373 or email proxy@continentalstock.com. Requests for registration must be received no later than 5:00 p.m., Eastern Time, on         , 2022.

You will receive a confirmation of your registration by email after we receive your registration materials. We encourage you to access the Shareholder Meeting prior to the start time leaving ample time for the check-in.

Q:     How may I participate in the Shareholder Meeting?

A:     If you are an HSAC2 shareholder in the register of HSAC2 on the Record Date for the Shareholder Meeting, you should receive a proxy card from the Transfer Agent, containing instructions on how to attend the Shareholder Meeting including the URL address, along with your control number. You will need your control number for access. If you do not have your control number, contact the Transfer Agent at 917-262-2373 or email proxy@continentalstock.com.

You can pre-register to attend the Shareholder Meeting starting on             , 2022. Go to https://              , enter the control number found on your proxy card you previously received, as well as your name and email address. Once you pre-register you can vote. At the start of the Shareholder Meeting you will need to re-log into https://               using your control number.

If your shares are held in street name, and you would like to join and not vote, the Transfer Agent will issue you a guest control number. Either way, you must contact the Transfer Agent for specific instructions on how to receive the control number. Please allow up to 48 hours prior to the meeting for processing your control number.

Q:     What impact will the COVID-19 pandemic have on the Business Combination?

A.     Given the ongoing and dynamic nature of the circumstances, it is difficult to predict the impact of the coronavirus outbreak on the business of HSAC2 and Orchestra, and there is no guarantee that efforts by HSAC2 and Orchestra to address the adverse impacts of the coronavirus will be effective. The extent of such impact will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of the coronavirus and actions taken to contain the coronavirus or its impact, among others. If HSAC2 or Orchestra are unable to recover from a business disruption on a timely basis, the Business Combination and New Orchestra’s business, financial condition and results of operations following the completion of the Business Combination would be adversely affected. The Business Combination may also be delayed and adversely affected by the coronavirus outbreak and become more costly. Each of HSAC2 and Orchestra may also incur additional costs to remedy damages caused by any such disruptions, which could adversely affect its financial condition and results of operations.

Q:     Who can help answer any other questions I might have about the Shareholder Meeting?

A.     If you have any questions concerning the Shareholder Meeting (including accessing the meeting by virtual means) or need help voting your HSAC2 Ordinary Shares, please contact Morrow Sodali LLC (“Morrow Sodali”), the Company’s proxy solicitor, at 333 Ludlow Street, 5th Floor, South Tower, Stamford CT 06902, Toll-Free (800) 662-5200 or Collect (203) 658-9400, Email: HSAQ.info@investor.morrowsodali.com prior to the Shareholder Meeting.

The Notice of Shareholder Meeting, Proxy Statement and form of Proxy Card are available at: https://            .

Q:     If my shares are held in “street name” by my bank, brokerage firm or nominee, will they automatically vote my shares for me?

A:     No. If you are a beneficial owner and you do not provide voting instructions to your broker, bank or other registered holder holding shares for you, your shares will not be voted with respect to any Proposal for which your broker does not have discretionary authority to vote. If a Proposal is determined to be discretionary, your broker, bank or other registered holder is permitted to vote on the Proposal without receiving voting instructions from you. If a Proposal is determined to be non-discretionary, your broker, bank or other registered holder is not permitted to vote on the Proposal without receiving voting instructions from you. A “broker non-vote” occurs when a bank, broker or other registered holder holding shares for a beneficial owner does not vote on a non-discretionary Proposal because the registered holder has not received voting instructions from the beneficial owner.

Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, are not treated as votes cast and will have no effect on the Proposals. As a result, if you abstain from voting on any of the Proposals, your shares will be counted as present for purposes of establishing a quorum (if so present in accordance with the terms of the Existing Charter), but the abstention will have no effect on the outcome of such proposal.

Q:     What will happen if I abstain from voting or fail to vote at the Shareholder Meeting?

A:     At the Shareholder Meeting, HSAC2 will count a properly executed proxy marked “ABSTAIN” with respect to a particular Proposal as present for purposes of determining whether a quorum is present. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, are not treated as votes cast and will have no effect on the Proposals.

If a shareholder who holds share in “street name” does not give the broker voting instructions, the broker is not permitted under applicable self-regulatory organization rules to vote the shares on “non-routine” proposals, such as the Business Combination Proposal and the Domestication Proposal. These “broker non-votes” will also count as present for purposes of determining whether a quorum is present and will have no effect on the outcome of the vote on any of the Proposals.