OBIO US Equity☆

ITEM 1A. RISK FACTORS 19

ITEM 1B. UNRESOLVED STAFF COMMENTS 19

ITEM 2. PROPERTIES 19

ITEM 3. LEGAL PROCEEDINGS 19

ITEM 4. MINE SAFETY DISCLOSURES 19

ITEM 6. SELECTED FINANCIAL DATA 21

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 25

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 26

ITEM 9A. CONTROLS AND PROCEDURES 26

ITEM 9B. OTHER INFORMATION 26

part III 27

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 27

ITEM 11. EXECUTIVE COMPENSATION 35

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES 39

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES 40

i

FORWARD

LOOKING STATEMENTS

This

Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of

1933, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, or the Exchange Act. The statements

contained in this report that are not purely historical are forward-looking statements. Our forward-looking statements include,

but are not limited to, statements regarding our or our management’s expectations, hopes, beliefs, intentions or strategies

regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events

or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipates,” “believe,”

“continue,” “could,” “estimate,” “expect,” “intend,” “may,”

“might,” “plan,” “possible,” “potential,” “predict,” “project,”

“should,” “would” and similar expressions may identify forward-looking statements, but the absence of

these words does not mean that a statement is not forward-looking. Forward-looking statements in this report may include, for

example, statements about our:

● ability to complete our initial business combination;

● pool of prospective target businesses;

● the potential liquidity and trading of our securities;

● the lack of a market for our securities;

● financial performance following our initial public offering.

The

forward-looking statements contained in this report are based on our current expectations and beliefs concerning future developments

and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have

anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control)

or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by

these forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of our assumptions

prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake

no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise,

except as may be required under applicable securities laws and/or if and when management knows or has a reasonable basis on which

to conclude that previously disclosed projections are no longer reasonably attainable.

ii

part

I

ITEM

1. BUSINESS

General

Health

Sciences Acquisitions Corporation 2 (“HSAC2”) is a blank check company incorporated on May 25, 2020 as a Cayman

Islands exempted company. HSAC2 was 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 throughout

this annual report as our initial business combination. Although there is no restriction or limitation on what industry our target

operates in, it is our intention to pursue prospective targets that are focused on healthcare innovation. We anticipate targeting

companies domiciled in North America or Europe that are developing assets in the biopharma and medical technology sectors, which

aligns with our management team’s experience in healthcare investing and drug development.

Our

Sponsor and Competitive Advantages

HSAC

2 Holdings, LLC, our sponsor (the “sponsor”), is an affiliate of RTW Investments, LP, or RTW, a New York based

financial firm managing approximately $7.8 billion of regulatory assets under management, as of December 31, 2020. RTW

was formed in 2009 by Roderick Wong, MD, and has garnered a reputation as a leading capital provider to healthcare industry entrepreneurs

and academic investigators due to its investment expertise, deep industry relationships, benevolent activism, and long-standing track

record.

Our management team is led by Dr. Roderick

Wong and Dr. Naveen Yalamanchi, Portfolio Managers of RTW. Drs. Wong and Yalamanchi have more than 30 years of combined

experience in healthcare investing. Dr. Wong’s specialization lies within the biopharma area, and Dr. Yalamanchi’s

focus lies within the medical technology sector, including, but not limited to, device and diagnostic companies.

We

believe that our company’s philosophical alignment with RTW, and our ability to leverage the rigorous and comprehensive

scientific and financial analysis that RTW is known for, provides us with a strong competitive advantage. RTW focuses on identifying

transformational innovations across the life sciences space, specifically backing scientific programs that have the potential

to disrupt the current standard of care in their respective disease areas. RTW’s screening process has been honed by Dr. Wong

throughout his 16-year tenure as an investment management professional.

RTW

invests in healthcare companies across the public/private spectrum, supporting investments through multiple stages of their respective

life cycles. To date, RTW has not only delivered outstanding financial returns to investors but has also successfully supported

companies through the U.S. Food and Drug Administration, or FDA, approval process and the commercialization of six commercially

available drugs.

RTW

is a full life-cycle investor and, as such, recognizes the importance of providing growth capital along with the support

of an experienced team, if and when needed, at any critical inflection point in an asset’s life cycle. RTW has engaged in

new company formations around licensing promising programs from both biotechnology companies and academic institutions and pairing

these programs with world-class management teams. An example of this is Rocket Pharmaceuticals, Inc., or Rocket, a now publicly

traded gene therapy platform company (listed on the Nasdaq Global Market under the ticker symbol “RCKT”), where Dr. Wong

serves as Chairman and Dr. Yalamanchi serves as a director. Rocket has a pipeline of four clinical stage programs and one

pre-clinical stage program, each identified through RTW’s proprietary “data-first” screening process.

RTW has long-term trusted relationships

it can leverage for investment purposes. Since RTW’s inception, the firm has formed three publicly traded biopharma companies,

sponsored a special purpose acquisition company (Health Sciences Acquisitions Corporation), and listed a closed-ended fund

on the Specialist Fund Segment of the London Stock Exchange that trades under the ticker symbol “RTW”. Since 2015,

RTW has met with more than 300 private companies and invested in more than 30 private transactions. In 2019, RTW invested in nine

privately negotiated transactions, serving as the lead investor in five of the nine. In 2020, RTW invested in seventeen privately

negotiated transactions, serving as the lead investor in eight of the seventeen. The majority of RTW’s private investments

since 2015 have been as a lead or participant in financing rounds involving other active and well-connected investors in

the biopharma and medical technology sectors, illustrative of the value RTW places on syndicating deals with trusted co-investors whose

interest align with maximizing long-term value.

1

RTW’s

team is comprised of 36 individuals, a majority of whom have medical or advanced scientific training and/or legal or investment

banking experience, all of which enable a deeply differentiated approach to research, idea generation, and deal execution. Complementing

RTW’s outstanding scientific perspicacity and industry relationships is RTW’s business team, whose members bring valuable

experiences as a life sciences attorney, industry operators, consultants and investment bankers, who are actively engaging with

banks and academic institutions, sophisticated family offices and institutional investors, while cultivating strong relationships

and expanding our network of key contacts and syndicate partners. We believe the well-roundedness of the team, strengthened

by strong ties across industry, academia, banking platforms, and unaffiliated investor relationships, will enhance our management

team’s ability to source viable prospective target businesses, capitalize them, and ensure public-market readiness.

We

believe that our management team is equipped with the knowledge, experience, capital and human resources, and sustainable corporate

governance practices to pursue unique opportunities that will offer attractive risk-adjusted returns. In addition, we know

first-hand the burden placed on management teams of healthcare companies while they are simultaneously trying to advance

their programs and sell their vision to both investors and the board of directors. We are prepared to shoulder some of this burden

upfront, ultimately allowing our business combination partner to focus on creating value.

With

respect to the foregoing examples, past performance by our management team or RTW, including with respect to HSAC 1, is not

a guarantee either (i) of success with respect to any business combination we may consummate or (ii) that we will be able to identify

a suitable candidate for our initial business combination. You should not rely on the historical record of our management’s

or RTW’s performance as indicative of our future performance.

Our

Experience with Special Purpose Acquisition Companies (“SPACs”)

RTW

sponsored Health Sciences Acquisitions Corporation’s (Nasdaq ticker: “HSAC”) $115 million initial public

offering in May 2019. In October 2019, HSAC announced its business combination with Immunovant Sciences, Ltd. (“Immunovant”),

a clinical-stage biopharmaceutical company focused on enabling normal lives for patients with autoimmune diseases. The closing

of the business combination was finalized and announced in December 2019, and the ordinary shares of the combined company,

Immunovant, Inc., were listed on Nasdaq under the ticker “IMVT”. HSAC and the subsequent business combination achieved

several important milestones. HSAC closed its business combination with Immunovant 216 days after the initial public offering.

Moreover, the HSAC-Immunovant SPAC achieved an IRR of 106% for common stock and warrant shareholders from initial public

offering to the closing of the business combination. Additionally, the business combination closed with zero redemptions from

shareholders. Dr. Wong served as President, Chief Executive Officer and Chairman of HSAC, Dr. Yalamanchi served as Executive

Vice President, Chief Financial Officer and a board member of HSAC, Alice Lee served as Vice President of Operations and as Secretary

and Treasurer of HSAC, and Stephanie Sirota served as Vice President of Corporate Strategy and Corporate Communications of HSAC.

Our

Board of Directors and Management

Roderick

Wong, MD, our President and Chief Executive Officer and Chairman of our

board of directors, has served as our President and Chief Executive Officer since June 2020 and on our board since the company’s

inception. Dr. Wong has more than 16 years of healthcare investing experience. Since 2009, he has served as Managing

Partner and Chief Investment Officer of RTW, a healthcare-focused investment firm managing $4.4 billion in regulatory

assets under management. Prior to forming RTW, Dr. Wong was a Managing Director and sole Portfolio Manager for the Davidson

Kempner Healthcare Funds. Prior to joining Davidson Kempner, Dr. Wong held various healthcare investment and research roles

at Sigma Capital Partners and Cowen & Company. Dr. Wong served as Chairman of the board of directors of Health Sciences

Acquisitions Corporation (“HSAC”) and its Chief Executive Officer from January 2019 until December 2019.

Other current and previous directorships include: Rocket Pharmaceuticals, Inc., where he serves as Chairman, a position he has

held since Rocket’s inception in July 2015; Attune Pharmaceuticals, a portfolio company of RTW, where he has served

as a director since June 2018; Avidity Biosciences, Landos Biopharma and Ji Xing Pharmaceuticals portfolio companies of RTW,

where he has served as director since 2019, and NiKang Therapeutics where he has served as a director since September 2020. Dr. Wong

previously served on the board of directors of Penwest Pharmaceuticals in 2010. He simultaneously received an MD from the University

of Pennsylvania Medical School and an MBA from Harvard Business School, and graduated Phi Beta Kappa with a BS in Economics from

Duke University. We believe that Dr. Wong is qualified to sit on our board due to his extensive experience in evaluating medical

and scientific assets in the biopharmaceutical industry and his expansive knowledge of extracting and delivering shareholder value

when serving in a board leadership position.

2

Naveen

Yalamanchi, MD, our Executive Vice President and Chief Financial Officer, has served as our Executive Vice President

and Chief Financial Officer and as a member of our board of directors since June 2020. Dr. Yalamanchi has more than

15 years of healthcare investment and research experience. Since 2015, Dr. Yalamanchi has been a Partner and Portfolio

Manager at RTW. Prior to joining RTW, Dr. Yalamanchi was Vice President and Co-Portfolio Manager at Calamos Arista Partners,

a subsidiary of Calamos Investments, a position he held from September 2011 to 2015. Prior to joining Calamos Arista Partners,

Dr. Yalamanchi held various healthcare investment roles at Millennium Management and Davidson Kempner Capital Management,

where he worked with Dr. Wong. Dr. Yalamanchi graduated Phi Beta Kappa with a BS in Biology from the Massachusetts Institute

of Technology and received an MD from the Stanford University School of Medicine. He completed his surgical internship at UCLA

Medical Center. Dr. Yalamanchi served as Vice President and Chief Financial Officer of HSAC from January 2019 until

December 2019. Other prior and current directorships include HSAC, where Dr. Yalamanchi served as a director from January 2019

until December 2019, Rocket Pharmaceuticals, Inc., where he served as a director since Rocket’s inception in July 2015,

and Ancora Heart, and Magnolia Medical Technologies, portfolio companies of RTW, where Dr. Yalamanchi serves as an observer

to the board of directors. We believe that Dr. Yalamanchi is qualified to sit on our board due to his years of experience

in the healthcare industry, as a clinician as well as an investor who possesses unique insight into medical technology and biotechnology

assets, in addition to his strong service to HSAC and Rocket stockholders.

Alice

Lee, JD, our Vice President of Operations, has served as our Vice President of Operations and as our Secretary and Treasurer

since June 2020. Ms. Lee has served as RTW’s Senior Counsel since October 2017 and Chief Compliance Officer

from February 2019 to February 2021 and has more than a decade of experience advising life sciences companies in corporate

and transactional matters. Prior to joining RTW, she most recently served as a senior associate in the Life Sciences practice

at Ropes & Gray LLP from 2015 to 2017. Prior to that, she worked in the Intellectual Property Transactions and Technology

practice at Sullivan & Cromwell LLP from 2010 to 2015, and she began her legal career in the Mergers & Acquisitions

practice at Cravath, Swaine & Moore LLP. Ms. Lee served as Vice President of Operations of HSAC from January 2019

until December 2019. Ms. Lee received her law degree from Columbia Law School, where she served as a Senior Editor of

Columbia Law Review and was a Harlan Fiske Stone Scholar. She earned an MS from Stanford University in Computer Science (with

an emphasis in Bioinformatics), completed two years of pre-clinical coursework at the Stanford University School of Medicine,

where she was an MD candidate, and graduated Phi Beta Kappa and summa cum laude with a BA in Philosophy from Columbia University.

Prior to law school, Ms. Lee worked as a computational biologist at the H. Lee Moffitt Cancer Center & Research

Institute at the University of South Florida and co-authored “The promise of gene signatures in cancer diagnosis and

prognosis” included in the Encyclopedia of Genetics, Genomics, Proteomics and Bioinformatics and “Fundamentals of

Cancer Genomics and Proteomics” included in Surgery: Basic Science and Clinical Evidence. She also worked as a software

development engineer intern at Amazon.com. We believe Ms. Lee is additive to our executive team due to her depth of knowledge

across science and the law as it pertains to corporate and financial transactions in the life sciences space.

Stephanie

A. Sirota, our Vice President of Corporate Strategy and Corporate Communications, has served as our Vice President of

Corporate Strategy and Corporate Communications since June 2020. Ms. Sirota has served as RTW’s Chief Business

Officer since 2012 and as a Partner since 2014. Ms. Sirota is responsible for strategy and oversight of RTW’s business

development and strategic partnerships with counterparties including limited partners, banks and academic institutions. She is

also responsible for shaping the firm’s governance policies underscoring impact and sustainability. Ms. Sirota has

more than a decade of deal experience in financial services. Prior to joining RTW, from 2006 to 2010, she served as a director

at Valhalla Capital Advisors, a macro and commodity investment manager. From 2000 to 2003, Ms. Sirota worked in the New York

and London offices of Lehman Brothers, where she advised on various mergers & acquisitions, IPOs, and capital market

financing transactions with a focus on cross-border transactions for the firm’s global corporate clients. She began

her career on the Fixed Income trading desk at Lehman Brothers, structuring derivatives for municipal issuers from 1997 to 1999.

Ms. Sirota served as Vice President of Corporate Strategy of HSAC from January 2019 until December 2019. Other

current directorships include RTW Venture Fund Limited (LSE: “RTW”), where Ms. Sirota has served as a director

since October 2019. Ms. Sirota graduated with honors from Columbia University and also received an MS from the Columbia

Graduate School of Journalism. She has contributed to Fortune Magazine and ABCNews.com. Ms. Sirota is a supporter of the

arts, science, and children’s initiatives. She serves as Co-Chairman of the Council of the Phil at the New York

Philharmonic. She also serves as President of RTW Charitable Foundation. We believe Ms. Sirota is additive to our executive team

based on her extensive investor relations, strategic partnerships and corporate development background, and experience with the

HSAC team in our prior transaction.

3

Pedro

Granadillo has served as our director since August 2020. Mr. Granadillo has nearly 50 years of biopharmaceutical

industry experience with expertise in human resources, manufacturing, quality control, and corporate governance. From 1970 until

his retirement in 2004, Mr. Granadillo held multiple leadership roles at Eli Lilly and Company, including Senior Vice President

of Global Manufacturing and Human Resources and a member of the Executive Committee. Mr. Granadillo currently serves on the

board of directors of Rocket Pharmaceuticals, Inc., a position he has held since January 2018. Mr. Granadillo has previously

served on the boards of directors at Haemonetics Corporation from 2004 to 2019, Dendreon Corporation, Nile Therapeutics and Noven

Pharmaceuticals, as well as NPS Pharmaceuticals, which was sold to Shire for $5.2 billion in 2015. Mr. Granadillo is

also a co-founder and board member of Neumentum Pharmaceuticals, a private non opioid pain company. Mr. Granadillo graduated

from Purdue University with a Bachelor of Science in Industrial Engineering. We believe that Mr. Granadillo’s qualifications

to sit on our board include his depth of knowledge of the pharmaceutical industry and his many years of experience serving on

the boards of directors of healthcare companies. We especially believe that Mr. Granadillo’s expertise in human resources

and corporate governance are key areas where he will add value.

Carsten

Boess has served as our director since August 2020. Mr. Boess currently serves and has served as a director for

Rocket Pharmaceuticals, Inc. since January 2016, Avidity Biosciences since April 2020, and Achilles Therapeutics since April 2020.

Previously, Mr. Boess was the Executive Vice President of Corporate Affairs at Kiniksa Pharmaceuticals, Ltd. from August

2015 until February 2020. Before Kiniksa, Mr. Boess was the Chief Financial Officer at Alexion Pharmaceuticals from 2004

to 2005 and the Senior Vice President and Chief Financial Officer at Synageva BioPharma Corp. from 2011 until the company’s

acquisition by Alexion Pharmaceuticals in 2015. Previously, Mr. Boess served in multiple roles with increasing responsibility

at Insulet Corporation, including Chief Financial Officer from 2006 to 2009 and Vice President of International Operations from

2009 to 2011. Prior to that, Mr. Boess served as Executive Vice President of Finance at Serono Inc. from 2005 to 2006. In

addition, he was a member of the Geneva-based World Wide Executive Finance Management Team while at Serono. Mr. Boess

also held several financial executive roles at Novozymes of North America and Novo Nordisk in France, Switzerland and China. During

his tenure at Novo Nordisk, he served on Novo Nordisk’s Global Finance Board. Mr. Boess received a Bachelor’s

degree and Master’s degree in Economics and Finance, specializing in Accounting and Finance from the University of Odense,

Denmark. We believe Mr. Boess’ corporate governance, business, and board experience will add value.

Stuart

Peltz, PhD has served as our director since August 2020. Dr. Peltz founded PTC Therapeutics in 1998 and has served as

Chief Executive Officer and a member of the board of directors since the company’s inception. Prior to founding PTC, Dr.

Peltz was a Professor in the Department of Molecular Genetics & Microbiology at the Robert Wood Johnson Medical School,

Rutgers University. Dr. Peltz currently serves as a director of the Biotechnology Industry Organization (BIO) and serves on BIO’s

Emerging Companies Section Governing Board. Dr. Peltz received a Ph.D. from the McArdle Laboratory for Cancer Research at the

University of Wisconsin. We believe Mr. Peltz’s expertise as a biotech executive will add value.

Michael

Brophy has served as our director since August 2020. Mr. Brophy has served as the Chief Financial Officer of Natera

since February 2017. Previously, Mr. Brophy served as Natera’s Senior Vice President, Finance and Investor Relations

since September 2016, and prior to that, as Vice President, Corporate Development and Investor Relations since September 2015.

Prior to joining Natera, Mr. Brophy served in the investment banking division at Morgan Stanley and Deutsche Bank where he

focused on advising corporate clients in the life science tools and diagnostics sector. Mr. Brophy holds an MBA from the

University of California, Los Angeles and a Bachelor of Science in Economics from the United States Air Force Academy. We believe

Mr. Brophy’s expertise in the biopharma industry and investment banking will add value.

4

Industry

Opportunity

The

innovation boom. We are living in an era where we are witnessing innovation accelerating at a breakneck

speed with unparalleled opportunities for value creation. Globally, biotech markets are growing rapidly. According to Global Market

Insights, the global biotech market is expected to grow with a compound annual growth rate, or CAGR, of 9.9% from 2019 to 2025.

We are seeing validated technologies, such as those derived from DNA and RNA science, that can effectively deliver solutions across

large swaths of diseases, resulting in companies with highly efficient development engines. We believe there is an opportunity

to offer outstanding risk-adjusted returns to shareholders by building companies that possess unique and heretofore unrecognized

growth opportunities that will benefit by capitalization, proactive skilled management, and supportive and sustainable governance

practices.

Genetic

therapies are on the rise. Cheap genetic information has revolutionized the discovery process, which

is yielding validated drug targets at an unprecedented rate. The first human genome sequence was completed in 2001, and the cost

per genome exceeded $95 million, with an overall cost to the U.S. government in excess of $3.0 billion. According to

the National Human Genome Research Institute, the cost to sequence a human genome fell to approximately $1,000 in 2019. This reduction

in cost has fueled tremendous productivity. According to data from the United States Patent and Trademark Office, the number

of patents has inflected upward since 2010, which is translating into more new drugs in company pipelines. Technological applications

are also creating platforms of addressable diseases, increasing bandwidth and enabling companies to target more diseases with

superior scientific accuracy and cleaner safety profiles than in previous generations of drug development.

The

FDA reported a surge in investigational new drug (“IND”) applications for cell and gene therapy products. As of January

2020, there were more than 900 such applications on file with the FDA, and the agency anticipates it will receive more than 200

IND additional applications annually. The FDA predicts that it will be approving 10 to 20 cell and gene therapy products per year

by 2025. We expect this trend to not only continue, but for genetically targeted therapies to become a substantial proportion

of new therapies over the next decade. Further supportive dynamics come from the FDA and peer country regulatory bodies. While

the United States leads the way in healthcare innovation, regulatory bodies across Europe, Japan, and recently China are

enabling accelerated review programs resulting in faster approvals for therapies for conditions with unmet needs.

Although

genetically validated targets can sometimes be addressed by existing traditional approaches, such as small molecules and antibodies,

in specific tissues it is hard to beat the speed and ease in which DNA and RNA based medicines can be developed. Gene therapies

also carry the potential for a one-time cure and RNA medicines for infrequent injections. The market for gene therapy companies

has been growing. According to Capital IQ, at the beginning of 2013, there were five publicly traded gene therapy companies with

a total market capitalization of approximately $1.1 billion, while at the end of 2019 there were 31 publicly traded gene

therapy companies with a total market capitalization of approximately $52 billion (which includes the $3 billion paid

by Astellas to acquire Audentes, the $877 million paid by Biogen to acquire Nightstar Therapeutics, the $4.9 billion

paid by Roche to acquire Spark Therapeutics, and the $8.6 billion paid by Novartis to acquire AveXis). During the same six-year period,

according to Capital IQ, the number of publicly traded RNA medicine companies grew from eight companies with a total capitalization

of approximately $3.8 billion to 23 companies with a total market capitalization of approximately $65 billion.

A

lag in the market’s value recognition and COVID-19 impact. While strong scientific developments

have been accelerating over the last several years and we believe are likely to continue for the next decade or longer, the market

has been somewhat slow to recognize and reward these developments. While the rest of the broader equity markets steadily marched

upward more or less since the 2008 financial crises, publicly traded healthcare companies often found themselves under pressure

due to a negative narrative stemming from the drug pricing debate.

During

the 2019 and 2020 U.S. Democratic Party presidential primaries, the healthcare debate focused on re-testing Americans’

interest in a single payer system but failed in developing the concept into a mainstay of the democratic platform. The threat

of a dramatic change to the current system of public and private insurance has somewhat dissipated and it remains to be seen whether

the COVID-19 pandemic may shift the discourse from drug pricing to public health matters.

Going

forward, we believe the healthcare sector is in a strong position relative to other industries, as attention to COVID-19 related

therapies and vaccines has reignited investor interest across therapeutic areas, preventative vaccines, and healthcare IT (testing

and tracing), allowing innovative companies to attract capital through both private and public financings.

5

IPO

dynamics are favorable. According to Capital IQ, in 2018 and 2019, biotechnology and pharmaceuticals

companies raised more than $13 billion in initial public offerings on U.S. exchanges, more than twice the proceeds from 2016

and 2017 combined, suggesting market demand for value-creating investments. However, despite the current level of IPO activity,

the amount raised by biotech companies in initial public offerings is a fraction of the amount raised in the private market. According

to Capital IQ Data, as of June 2020, there are approximately 12,200 biotechnology companies globally, only 1,389 of which

are currently publicly traded. Compared to the approximately $19 billion raised in IPOs by the biotech industry from 2016

to 2019, there has been more than $40 billion raised in private offerings during the same period. Therefore, there is a significant

pool of private companies at a given stage that are or will be looking to go public. We believe SPACs provide an additional option

with several advantages for a privately held biotech looking to become publicly listed, such as a secured balance sheet despite

the market sentiment at the time of becoming public, a strong shareholder base and an efficient process.

Acquisition

Strategy

Our

acquisition strategy is to identify an untapped opportunity within our target industry and offer a public-ready business

a facility through which to enter the public sphere accessing capital markets and advancing its priorities. We believe that our

management team’s and directors’ experiences in evaluating assets through investing and company building will enable

us to source the highest quality targets. Our selection process will leverage the relationships of our management team with industry

captains, leading venture capitalists, private equity and hedge fund managers, respected peers, and our network of investment

banking executives, attorneys, and accountants. Together with this network of trusted partners, we intend to capitalize the target

business and create purposeful strategic initiatives in order to achieve attractive growth and performance targets.

We

will focus on targeting companies in the most innovative subsectors within the broader healthcare complex where emerging technologies

in pharmaceuticals, biotechnology, and medical technologies are engendering explosive growth in drug development.

Investment

Criteria

We

intend to focus on companies that possess under-researched and underappreciated asset(s) poised for significant growth once

adequately capitalized.

Consistent

with our strategy, we have identified the following criteria to evaluate prospective target businesses. Although we may decide

to enter into our initial business combination with a target business that does not meet the criteria described below, it is our

intention to acquire companies that we believe:

6

● will offer attractive risk-adjusted equity returns for our shareholders.

We

intend to seek to acquire a target on terms and in a manner that leverage our experience. We expect to evaluate a company based

on its potential to successfully achieve regulatory approval and commercialize its product(s). We also expect to evaluate financial

returns based on (i) risk-adjusted peak sales potential, (ii) the growth potential of pipeline products and the

scientific platform, (iii) the ability to accelerate growth via other options, including through the opportunity for follow-on acquisitions,

and (iv) the prospects for creating value through other initiatives. Potential upside, for example, from the growth in the

target business’s earnings or an improved capital structure, will be weighed against any identified downside risks.

Competitive

Strengths

We

believe our competitive strengths to be the following:

Status

as a public company

We

believe our structure will make us an attractive business combination partner to target businesses. As an existing public company,

we offer a target business an alternative to the traditional initial public offering through a merger or other business combination.

In this situation, the owners of the target business would exchange their shares of stock, shares or other equity interests in

the target business for shares of our shares or for a combination of shares of our shares and cash, allowing us to tailor the

consideration to the specific needs of the sellers. We believe target businesses might find this method a more certain and cost-effective method

to becoming a public company than the typical initial public offering. In a typical initial public offering, there are additional

expenses incurred in marketing, roadshow and public reporting efforts that will likely not be present to the same extent in connection

with a business combination with us. Furthermore, once the business combination is consummated, the target business will have

effectively become public, whereas an initial public offering is always subject to the underwriters’ ability to complete

the offering, as well as general market conditions that could prevent the offering from occurring. Once public, we believe the

target business would then have greater access to capital and an additional means of providing management incentives consistent

with shareholders’ interests than it would have as a privately held company. It can offer further benefits by augmenting

a company’s profile among potential new customers and vendors and aid in attracting talented employees.

While

we believe that our status as a public company will make us an attractive business partner, some potential target businesses may

view the inherent limitations in our status as a blank check company, such as our lack of an operating history and our requirements

to seek shareholder approval of any proposed initial business combination and provide holders of public shares the opportunity

to convert their shares into cash from the trust account, as a deterrent and may prefer to effect a business combination with

a more established entity or with a private company.

Transaction

flexibility

We

offer a target business a variety of options such as providing the owners of a target business with shares in a public company

and a public means to sell such shares, providing cash for shares, and providing capital for the potential growth and expansion

of its operations or strengthening its balance sheet by reducing its debt ratio. Because we are able to consummate our initial

business combination using our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility to

use the most efficient combination that will allow us to tailor the consideration to be paid to the target business to fit its

needs and desires. However, since we have no specific business combination under consideration, we have not taken any steps to

secure third-party financing and it may not be available to us.

7

Competitive

Weaknesses

We

believe our competitive weaknesses to be the following:

Limited

Financial Resources

Our

financial reserves are relatively limited when contrasted with those of venture capital firms, leveraged buyout firms and operating

businesses competing for acquisitions. In addition, our financial resources could be reduced because of our obligation to convert

shares held by our public shareholders as well as any tender offer we conduct.

Limited

technical and human resources

As

a blank check company, we have limited technical and human resources. Many venture capital funds, leveraged buyout firms and operating

businesses possess greater technical and human resources than we do and thus we may be at a disadvantage when competing with them

for target businesses.

Delay

associated with shareholder approval or tender offer

We

may be required to seek shareholder approval of our initial business combination. If we are not required to obtain shareholder

approval of an initial business combination, we will allow our shareholders to sell their shares to us pursuant to a tender offer.

Both seeking shareholder approval and conducting a tender offer will delay the consummation of our initial business combination.

Other companies competing with us for acquisition opportunities may not be subject to similar requirement or may be able to satisfy

such requirements more quickly than we can. As a result, we may be at a disadvantage in competing for these opportunities.

Effecting

Our Initial Business Combination

General

We

are not presently engaged in, and we will not engage in, any substantive commercial business until we complete a business combination.

We intend to utilize cash derived from the proceeds of our initial offering, our shares, debt or a combination of these in effecting

our initial business combination. Our initial business combination may involve the acquisition of, or merger with, a company which

does not need substantial additional capital but which desires to establish a public trading market for its shares. In the alternative,

we may seek to consummate a business combination with a company that may be financially unstable or in its early stages of development

or growth. While we may seek to effect simultaneous business combinations with more than one target business, we will probably

have the ability, as a result of our limited resources, to effect only a single business combination.

Sources

of Target Businesses

While

we have not yet identified any initial business combination candidates, we believe based on our management’s business knowledge

and past experience that there are numerous business combination candidates. We anticipate that target business candidates will

be brought to our attention from various unaffiliated sources, including investment bankers, venture capital funds, private equity

funds, leveraged buyout funds, management buyout funds and other members of the financial community. Target businesses may be

brought to our attention by such unaffiliated sources as a result of being solicited by us through calls or mailings. These sources

may also introduce us to target businesses in which they think we may be interested on an unsolicited basis. Our officers and

directors, as well as their affiliates, may also bring to our attention target business candidates that they become aware of through

their business contacts as a result of formal or informal inquiries or discussions they may have, as well as attending trade shows

or conventions. We may engage professional firms or other individuals that specialize in business acquisitions or mergers in the

future, in which event we may pay a finder’s fee, consulting fee or other compensation to be determined in an arm’s

length negotiation based on the terms of the transaction. Except for the $10,000 per month administrative services fee, in no

event will our initial shareholders or any of the members of our management team be paid any finder’s fee, consulting fee

or other compensation prior to, or for any services they render in order to effectuate, the consummation of our initial business

combination (regardless of the type of transaction that it is). We have no present intention to enter into a business combination

with a target business that is affiliated with any of our initial shareholders or director nominees. However, we are not restricted

from entering into any such transactions and may do so if (1) such transaction is approved by a majority of our disinterested

and independent directors (if we have any at that time) and (2) we obtain an opinion from an independent investment banking

firm that the business combination is fair to our unaffiliated shareholders from a financial point of view.

8

Selection

of a Target Business and Structuring of Our Initial Business Combination

Subject

to our management team’s fiduciary duties and the limitation that one or more target businesses have an aggregate fair market

value of at least 80% of the value of the trust account (excluding any deferred underwriter’s fees and taxes payable on

the income earned on the trust account) at the time of the execution of a definitive agreement for our initial business combination,

as described below in more detail, our management will have virtually unrestricted flexibility in identifying and selecting a

prospective target business. Therefore, the fair market value of the target business will be calculated prior to any conversions

of our shares in connection with a business combination and therefore will be a minimum of $128,000,000 in order to satisfy the

80% test. While the fair market value of the target business must satisfy the 80% test, the consideration we pay the owners of

the target business may be a combination of cash (whether cash from the trust account or cash from a debt or equity financing

transaction that closes concurrently with the business combination) or our equity securities. The exact nature and amount of consideration

would be determined based on negotiations with the target business, although we will attempt to primarily use our equity as transaction

consideration. There is no limitation on our ability to raise funds privately or through loans in connection with our initial

business combination. We have not established any specific attributes or criteria (financial or otherwise) for prospective target

businesses.

To

the extent we effect our initial business combination with a financially unstable company or an entity in its early stage of development

or growth, including entities without established records of sales or earnings, we may be affected by numerous risks inherent

in the business and operations of financially unstable and early stage or potential emerging growth companies. Although our management

will endeavor to evaluate the risks inherent in a particular target business, we may not properly ascertain or assess all significant

risk factors. In evaluating a prospective target business, our management may consider a variety of factors, including one or

more of the following:

● financial condition and results of operations;

● growth potential;

● brand recognition and potential;

● return on equity or invested capital;

● market capitalization or enterprise value;

● experience and skill of management and availability of additional personnel;

● capital requirements;

● competitive position;

● barriers to entry;

● stage of development of the products, processes or services;

● existing distribution and potential for expansion;

● impact of regulation on the business;

9

● regulatory environment of the industry;

● costs associated with effecting the business combination;

● macro competitive dynamics in the industry within which the company competes.

These

criteria are not intended to be exhaustive. Our management may not consider any of the above criteria in evaluating a prospective

target business. The retention of our officers and directors following the completion of any business combination will not be

a material consideration in our evaluation of a prospective target business.

Any

evaluation relating to the merits of a particular business combination will be based, to the extent relevant, on the above factors

as well as other considerations deemed relevant by our management in effecting a business combination consistent with our business

objective. In evaluating a prospective target business, we will conduct an extensive due diligence review which will encompass,

among other things, meetings with incumbent management and inspection of facilities, as well as review of financial and other

information which is made available to us. This due diligence review will be conducted either by our management or by unaffiliated

third parties we may engage, although we have no current intention to engage any such third parties.

The

time and costs required to select and evaluate a target business and to structure and complete our initial business combination

remain to be determined. Any costs incurred with respect to the identification and evaluation of a prospective target business

with which a business combination is not ultimately completed will result in a loss to us and reduce the amount of capital available

to otherwise complete a business combination.

Fair

Market Value of Target Business

Pursuant

to Nasdaq listing rules, our initial business combination must occur with one or more target businesses having an aggregate fair

market value equal to at least 80% of the value of the funds in the trust account (excluding any deferred underwriter’s

fees and taxes payable on the income earned on the trust account), which we refer to as the 80% test, at the time of the execution

of a definitive agreement for our initial business combination, although we may structure a business combination with one or more

target businesses whose fair market value significantly exceeds 80% of the trust account balance. Therefore, the fair market value

of the target business will be calculated prior to any conversions of our shares in connection with a business combination and

therefore will be a minimum of $128,000,000 in order to satisfy the 80% test. While the fair market value of the target business

must satisfy the 80% test, the consideration we pay the owners of the target business may be a combination of cash (whether cash

from the trust account or cash from a debt or equity financing transaction that closes concurrently with the business combination)

or our equity securities. The exact nature and amount of consideration would be determined based on negotiations with the target

business, although we will attempt to primarily use our equity as transaction consideration. If we are no longer listed on Nasdaq,

we will not be required to satisfy the 80% test.

We

currently anticipate structuring a business combination to acquire 100% of the equity interests or assets of the target business

or businesses. We may, however, structure a business combination where we merge directly with the target business or where we

acquire less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management

team or shareholders or for other reasons, but we will only complete such business combination if the post-transaction company

owns 50% or more of the outstanding voting securities of the target or otherwise owns a controlling interest in the target sufficient

for it not to be required to register as an investment company under the Investment Company Act. Even if the post-transaction company

owns 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own

a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business

combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange

for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100%

controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders

immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our

initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned

or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what

will be valued for purposes of the 80% test. In order to consummate such an acquisition, we may issue a significant amount of

our debt or equity securities to the sellers of such businesses and/or seek to raise additional funds through a private offering

of debt or equity securities. Since we have no specific business combination under consideration, we have not entered into any

such fund-raising arrangement and have no current intention of doing so. The fair market value of the target will be determined

by our board of directors based upon one or more standards generally accepted by the financial community (such as actual and potential

sales, earnings, cash flow and/or book value). If our board is not able to independently determine that the target business has

a sufficient fair market value, we will obtain an opinion from an unaffiliated, independent investment banking firm, or another

independent entity that commonly renders valuation opinions on the type of target business we are seeking to acquire, with respect

to the satisfaction of such criteria. We will not be required to obtain an opinion from an independent investment banking firm,

or another independent entity that commonly renders valuation opinions on the type of target business we are seeking to acquire,

as to the fair market value if our board of directors independently determines that the target business complies with the 80%

threshold. However, if we seek to consummate an initial business combination with an entity that is affiliated with any of our

officers, directors or other initial shareholders and are therefore required to obtain an opinion from an independent investment

banking firm that the business combination is fair to our unaffiliated shareholders from a financial point of view, we may ask

that banking firm to opine on whether the target business met the 80% fair market value test. Nevertheless, we are not required

to do so and could determine not to do so without consent of our shareholders.

10

Lack

of Business Diversification

We

expect to complete only a single business combination, although this process may entail simultaneous business combinations with

several operating businesses. Therefore, at least initially, the prospects for our success may be entirely dependent upon the

future performance of a single business operation. Unlike other entities which may have the resources to complete several business

combinations of entities operating in multiple industries or multiple areas of a single industry, it is probable that we will

not have the resources to diversify our operations or benefit from the possible spreading of risks or offsetting of losses. By

consummating our initial business combination with only a single entity, our lack of diversification may:

If

we determine to simultaneously consummate our initial business combination with several businesses and such businesses are owned

by different sellers, we will need for each of such sellers to agree that our purchase of its business is contingent on the simultaneous

closings of the other combinations, which may make it more difficult for us, and delay our ability, to complete the business combination.

With a business combination with several businesses, we could also face additional risks, including additional burdens and costs

with respect to possible multiple negotiations and due diligence investigations and the additional risks associated with the subsequent

assimilation of the operations and services or products of the target companies in a single operating business.

Limited

Ability to Evaluate the Target Business’ Management Team

Although

we intend to scrutinize the management team of a prospective target business when evaluating the desirability of effecting our

initial business combination, our assessment of the target business’ management team may not prove to be correct. In addition,

the future management team may not have the necessary skills, qualifications or abilities to manage a public company. Furthermore,

the future role of our officers and directors, if any, in the target business following our initial business combination remains

to be determined. While it is possible that some of our key personnel will remain associated in senior management or advisory

positions with us following our initial business combination, it is unlikely that they will devote their full time efforts to

our affairs subsequent to our initial business combination. Moreover, they would only be able to remain with the company after

the consummation of our initial business combination if they are able to negotiate employment or consulting agreements in connection

with the business combination. Such negotiations would take place simultaneously with the negotiation of the business combination

and could provide for them to receive compensation in the form of cash payments and/or our ordinary shares for services they would

render to the company after the consummation of the business combination. While the personal and financial interests of our key

personnel may influence their motivation in identifying and selecting a target business, their ability to remain with the company

after the consummation of our initial business combination will not be the determining factor in our decision as to whether or

not we will proceed with any potential business combination. Additionally, our officers and directors may not have significant

experience or knowledge relating to the operations of the particular target business.

11

Following

our initial business combination, we may seek to recruit additional managers to supplement the incumbent management of the target

business. We may not have the ability to recruit additional managers, or that any such additional managers we do recruit will

have the requisite skills, knowledge or experience necessary to enhance the incumbent management.

Shareholder

Approval of Business Combination

In

connection with any proposed business combination, we will either (1) seek shareholder approval of our initial business combination

at a general meeting called for such purpose at which public shareholders may seek to convert their public shares, regardless

of whether they vote for or against the proposed business combination, into their pro rata share of the aggregate

amount then on deposit in the trust account (net of taxes payable), or (2) provide our public shareholders with the opportunity

to sell their public shares to us by means of a tender offer (and thereby avoid the need for a shareholder vote) for an amount

equal to their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable),

in each case subject to the limitations described herein. Notwithstanding the foregoing, our 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. If we determine to engage in a tender offer, such tender offer will

be structured so that each shareholder may tender any or all of his, her or its public shares rather than some pro rata portion

of his, her or its shares. The decision as to whether we will seek shareholder approval of a proposed business combination or

will allow shareholders to sell their shares to us in a tender offer will be made by us based on a variety of factors such as