Correspondence 0001213900-22-080077 from Orchestra BioMed Holdings, Inc. (OBIO) (CIK 0001814114) (OBIO)
Orchestra BioMed Holdings, Inc. (OBIO) (CIK 0001814114)
Date: Dec. 15, 2022 · CIK: 0001814114 · Accession: 0001213900-22-080077
AI Filing Summary & Sentiment
Referenced dates: December 15, 2022
Letter
United States Securities and Exchange Commission Division of Corporation Finance Re: Health Sciences Acquisitions Corporation 2 Amendment No. 4 to Registration Statement on Form S-4 Filed December 13, 2022 File No. 333-
Dear Ms. Torney and Mr. Vaughn:
On behalf of our client, Health Sciences Acquisitions Corporation 2 (the “Company”), we submit to the staff of the Division of Corporation Finance of the Commission (the “Staff”) this letter setting forth the Company’s response to the comment contained in the Staff’s letter dated December 15, 2022 (the “Comment Letter”) regarding Amendment No. 4 to the Company’s Registration Statement on Form S-4 (“Amendment No. 4”).
Please note that our responses below, insofar as relevant information relates to Orchestra BioMed, Inc. (“Orchestra”) or matters arising from Orchestra’s participation in the preparation of Amendment No. 4, are based on our discussions with and information received from Orchestra or its counsel, Paul Hastings LLP, who have similarly participated in the preparation and review of this response letter.
For ease of reference, the comment contained in the Comment Letter is printed below and is followed by the Company’s response. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in Amendment No. 4.
Unaudited Pro Forma Condensed Consolidated Combined Balance Sheet
Notes to the Unaudited Pro Forma Condensed Consolidated Combined Financial Information
Note 3. Adjustments to Unaudited Pro Forma Condensed Consolidated Combined Financial Information, page 165
1. Please revise pro forma adjustments C and E on the Unaudited Pro Forma Balance Sheet to make them self-balancing.
Response: The “Accumulated deficit” line of the Unaudited Pro Forma Condensed Consolidated Combined Balance Sheet As of September 30, 2022 on page 161 of Amendment No. 4 incorrectly references Note “E” instead of Note “C”. The Company will correct this inadvertent error in the final prospectus to be filed with the Commission pursuant to Rule 424(b). With that correction, the pro forma adjustments will be self-balancing.
Please do not hesitate to contact Giovanni Caruso at (212) 407-4866 or Janeane Ferrari at (212) 407-4209 at Loeb & Loeb LLP with any questions or comments regarding this letter.
Sincerely,
/s/ Loeb & Loeb LLP
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345 Park Avenue
New York, NY 10154-1895
Direct 212.407.4000
Main 212.407.4000
Fax 212.407.4990
December 15, 2022
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attn: Christine Torney
Kevin Vaughn
Re: Health Sciences Acquisitions Corporation 2
Amendment No. 4 to Registration
Statement on Form S-4
Filed December
13, 2022
File No. 333-
266660
Dear Ms. Torney and Mr. Vaughn:
On behalf of our client, Health
Sciences Acquisitions Corporation 2 (the “Company”), we submit to the staff of the Division of Corporation Finance
of the Commission (the “Staff”) this letter setting forth the Company’s response to the comment contained
in the Staff’s letter dated December 15, 2022 (the “Comment Letter”) regarding Amendment No. 4 to the
Company’s Registration Statement on Form S-4 (“Amendment No. 4”).
Please note that our responses
below, insofar as relevant information relates to Orchestra BioMed, Inc. (“Orchestra”) or matters arising from
Orchestra’s participation in the preparation of Amendment No. 4, are based on our discussions with and information received from
Orchestra or its counsel, Paul Hastings LLP, who have similarly participated in the preparation and review of this response letter.
For ease of reference, the
comment contained in the Comment Letter is printed below and is followed by the Company’s response. Capitalized terms used herein
but not defined herein shall have the meanings assigned to them in Amendment No. 4.
Unaudited Pro Forma Condensed
Consolidated Combined Balance Sheet
Notes to the Unaudited Pro
Forma Condensed Consolidated Combined Financial Information
Note 3. Adjustments to Unaudited Pro Forma Condensed Consolidated Combined Financial Information, page 165
1. Please revise pro forma adjustments C and E on the Unaudited Pro Forma Balance Sheet to make them self-balancing.
Response:
The “Accumulated deficit” line of the Unaudited Pro Forma Condensed Consolidated Combined Balance Sheet As of September 30,
2022 on page 161 of Amendment No. 4 incorrectly references Note “E” instead of Note “C”. The Company will correct
this inadvertent error in the final prospectus to be filed with the Commission pursuant to Rule 424(b). With that correction, the pro
forma adjustments will be self-balancing.
Please do not hesitate to
contact Giovanni Caruso at (212) 407-4866 or Janeane Ferrari at (212) 407-4209 at Loeb & Loeb LLP with any questions or comments regarding
this letter.
Sincerely,
/s/ Loeb & Loeb LLP
Loeb & Loeb LLP
Copy: Roderick Wong
Alice Lee
Health Sciences Acquisitions
Corporation 2
Samuel Waxman, Esq.
Yariv Katz, Esq.
Keith Pisani, Esq.
Paul Hastings LLP