EX-99.(a)(2)

Exhibit (a)(2)

STEALTH BIOTHERAPEUTICS CORP

(THE “COMPANY”)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE is hereby given that an Extraordinary General Meeting of the Company will be held on , 2022 at at for the purpose of considering and, if thought fit, passing the following resolutions:

Resolution 1

1.	IT IS RESOLVED as special resolutions that:

(a)

the execution, delivery and performance of the agreement and plan of merger, dated as of July 31, 2022 (the “Merger Agreement”), among Stealth Parent Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), Stealth Merger Sub Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”), and the Company (such Merger Agreement being in the form attached as Annex A to the accompanying proxy statement and produced and made available for inspection at the extraordinary general meeting) be and is hereby authorized and approved;

(b)

the execution, delivery and performance of the plan of merger (the “Plan of Merger”) required to be registered with the Registrar of Companies in the Cayman Islands (such Plan of Merger being substantially in the form attached as Annex A to the Merger Agreement) in order to give effect to the merger of Merger Sub with and into the Company, with the Company surviving as a wholly-owned subsidiary of Parent (the “Merger”) be and is hereby authorized and approved;

(c)

the Merger and the completion of any and all transactions contemplated by the Merger Agreement and the Plan of Merger (the “Transactions”) be and are hereby authorized and approved; and

(d)

upon the Merger becoming effective, the existing memorandum and articles of association of the Company be and hereby replaced in their entirety with a new memorandum and articles of association of the Company (as the surviving company) in the form attached as Annexure 2 to the Plan of Merger (the “Amendment of the M&A”).

Resolution 2

IT IS RESOLVED as a special resolution that each of the directors and officers of the Company be and are hereby authorized to do all things necessary to give effect to the Merger Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger and, upon the Merger becoming effective, the Amendment of the M&A.

A shareholder entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote in his/her place. A proxy need not be a shareholder of the Company. A form of proxy is attached.