UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________ to ________________ Commission file number: 001-39421 HEALTH SCIENCES ACQUISITIONS CORPORATION 2 (Exact name of registrant as specified in its charter) | Cayman Islan ...

PART I [Financial Statements (Unaudited)](index=4&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) This section presents the unaudited condensed financial statements for Health Sciences Acquisitions Corporation 2, detailing its formation, IPO activities, and financial position as of September 30, 2020 [Unaudited Condensed Balance Sheet](index=4&type=section&id=Unaudited%20Condensed%20Balance%20Sheet) As of September 30, 2020, the company reported total assets of **$162.2 million**, primarily **$160.0 million** in Trust Account investments, with **$5.7 million** in liabilities and **$151.5 million** in temporary equity Condensed Balance Sheet as of September 30, 2020 | Category | Amount (USD) | | :--- | :--- | | **Assets** | | | Cash | $2,037,809 | | Investments held in Trust Account | $160,002,411 | | **Total Assets** | **$162,200,347** | | **Liabilities & Equity** | | | Total Liabilities | $5,671,445 | | Ordinary shares subject to possible redemption | $151,528,900 | | Total Shareholders' Equity | $5,000,002 | | **Total Liabilities and Shareholders' Equity** | **$162,200,347** | [Unaudited Condensed Statements of Operations](index=5&type=section&id=Unaudited%20Condensed%20Statements%20of%20Operations) From inception to September 30, 2020, the company reported a net loss of **$81,428**, primarily due to **$83,839** in administrative expenses, with no operating revenue Statement of Operations Highlights (Inception to Sep 30, 2020) | Item | Amount (USD) | | :--- | :--- | | General and administrative expenses | $83,839 | | Net gain from investments held in Trust Account | $2,411 | | **Net Loss** | **($81,428)** | | Basic and diluted net loss per share, Public Shares | $0.00 | | Basic and diluted net loss per share, Founder Shares | ($0.02) | [Unaudited Condensed Statement of Changes in Shareholders' Equity](index=6&type=section&id=Unaudited%20Condensed%20Statement%20of%20Changes%20in%20Shareholders'%20Equity) Shareholders' equity increased to **$5.0 million** by September 30, 2020, driven by **$160.0 million** IPO and **$6.0 million** private placement proceeds, offset by **$9.4 million** in offering costs and **$151.5 million** in temporary equity reclassification - Key equity movements include proceeds from the sale of **16,000,000** ordinary shares in the IPO and **450,000** shares in a private placement, less offering costs and the value of shares subject to redemption[14](index=14&type=chunk) [Unaudited Condensed Statement of Cash Flows](index=7&type=section&id=Unaudited%20Condensed%20Statement%20of%20Cash%20Flows) From inception to September 30, 2020, cash increased by **$2.04 million**, primarily from **$162.3 million** in financing activities, offset by **$160.0 million** in Trust Account investments and **$0.25 million** in operating activities Cash Flow Summary (Inception to Sep 30, 2020) | Cash Flow Category | Amount (USD) | | :--- | :--- | | Net cash used in operating activities | ($247,521) | | Net cash used in investing activities | ($160,000,000) | | Net cash provided by financing activities | $162,285,330 | | **Net change in cash** | **$2,037,809** | [Notes to Unaudited Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Condensed%20Financial%20Statements) These notes detail the company's nature as a SPAC targeting healthcare innovation, its **$160.0 million** IPO and **$6.0 million** private placement on August 6, 2020, and its commitment to complete a business combination by August 6, 2022 - The company is a Cayman Islands entity formed on May 25, 2020, for the purpose of a Business Combination, with a focus on healthcare innovation[18](index=18&type=chunk) - On August 6, 2020, the company completed its IPO of **16,000,000** shares at **$10.00** per share, raising gross proceeds of **$160.0 million**[20](index=20&type=chunk)[58](index=58&type=chunk) - A simultaneous private placement of shares and warrants to the Sponsor generated an additional **$6.0 million** in gross proceeds[21](index=21&type=chunk)[59](index=59&type=chunk) - The company must consummate a Business Combination by **August 6, 2022**, or liquidate and distribute Trust Account funds to public shareholders[29](index=29&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=18&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section discusses the company's financial condition and results, highlighting its status as a blank check company with **$160.0 million** IPO proceeds, a **$81,000** net loss, and **$2.0 million** in operating cash as of September 30, 2020 - The company, formed on **May 25, 2020**, is a blank check company focused on biopharma and medical technology sectors for a business combination[84](index=84&type=chunk) - From inception to September 30, 2020, the company incurred a net loss of approximately **$81,000**, primarily from general and administrative expenses[95](index=95&type=chunk) - As of **September 30, 2020**, the company had **$2.0 million** in operating cash and **$2.1 million** in working capital, deemed sufficient for the next year[90](index=90&type=chunk)[92](index=92&type=chunk) - The Sponsor agreed to acquire an additional **2,500,000** shares for **$25.0 million** upon the closing of a business combination[104](index=104&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=23&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, the registrant is not required to provide disclosures regarding quantitative and qualitative market risk - As a smaller reporting company, the registrant is exempt from providing market risk disclosures under this item[113](index=113&type=chunk) [Controls and Procedures](index=24&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of September 30, 2020, with no material changes to internal control over financial reporting during the quarter - Management concluded the company's disclosure controls and procedures were effective as of **September 30, 2020**[115](index=115&type=chunk) - No material changes occurred in the company's internal control over financial reporting during the quarter[117](index=117&type=chunk) PART II. OTHER INFORMATION [Unregistered Sales of Equity Securities and Use of Proceeds](index=25&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds%20from%20Registered%20Securities) This section details the use of **$166.0 million** in gross proceeds from the August 6, 2020 IPO and private placement, with **$160.0 million** deposited into the Trust Account Summary of IPO and Private Placement Proceeds | Source | Gross Proceeds | | :--- | :--- | | Initial Public Offering | $160.0 million | | Private Placement | $6.0 million | | **Total Gross Proceeds** | **$166.0 million** | Use of Proceeds | Use | Amount (USD) | | :--- | :--- | | Placed in Trust Account | $160.0 million | | Underwriting Discounts & Commissions | ~$3.2 million | | Other Formation & Offering Costs | ~$0.6 million | | Deferred Underwriting Commission | $5.6 million | [Exhibits](index=26&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including CEO and CFO certifications and interactive data files (XBRL) - The report includes certifications from the CEO and CFO pursuant to Sarbanes-Oxley Act rules[129](index=129&type=chunk) - Interactive Data Files (XBRL documents) are also filed as exhibits[129](index=129&type=chunk)