HSAC2 (HSAQ) enters SPAC merger with Orchestra BioMed; $20M forward purchase agreements, $60M cash condition

Orchestra BioMed Holdings, Inc.

Orchestra stockholders receive 0.465 HSAC2 shares per share; earnout up to 8M additional shares at $15/$20 VWAP milestones.
RTW Funds and Medtronic affiliate each commit $10M in forward purchases; RTW also backstops to meet $60M minimum cash condition.
Minimum $60M cash at closing required; sponsor forfeits 1M shares and 750K warrants subject to earnout and lock-up conditions.
Post-closing company renamed Orchestra BioMed Holdings; board will consist of existing Orchestra directors.
Outside closing date February 6, 2023; deal requires shareholder and regulatory approvals.

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