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As filed with the United States Securities and Exchange Commission on November 28, 2018

Registration No. 333-227090


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



Amendment No. 4
to

FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933



Avista Healthcare Public Acquisition Corp.
(Exact Name of Registrant as Specified in its Charter)

Cayman Islands*
(State or other jurisdiction of
incorporation or organization)
  6770
(Primary Standard Industrial
Classification Code Number)
  98-1329150
(I.R.S. Employer
Identification Number)

65 East 55th Street
18th Floor
New York, New York 10022
(212) 593-6900
(Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices)



Ben Silbert
General Counsel and Secretary
Avista Healthcare Public Acquisition Corp.
65 East 55th Street
18th Floor
New York, NY 10022
Telephone: (212) 593-6900
Facsimile: (212) 593-6901
(Name, address, including zip code, and telephone number, including area code, of agent for service)



Copies to:

Michael J. Aiello
Jaclyn L. Cohen
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, NY 10153
Tel: (212) 310-8000
Fax: (212) 310-8007

 

Lori Freedman
Vice President and General Counsel
Organogenesis Inc.
85 Dan Road
Canton, MA 02021
Tel: (781) 575-0775

 

William R. Kolb
Stacie S. Aarestad
Foley Hoag LLP
155 Seaport Boulevard
Boston, MA 02210
Tel: (617) 832-1000
Fax: (617) 832-7000



Approximate date of commencement of proposed sale of the securities to the public:
As soon as practicable after this Registration Statement is declared effective and all other conditions to the business combination
described in the enclosed Joint Proxy Statement/Prospectus have been satisfied or waived.

          If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box:    o

          If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:    o

          If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:    o

          Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer", "accelerated filer", "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer o   Accelerated filer ý   Non-accelerated filer o   Smaller reporting company o

Emerging growth company ý

          If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.    o

          If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)   o

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

 

o



          The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the United States Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

   


*
The Registrant intends, subject to shareholder approval, to effect a domestication under Section 388 of the Delaware General Corporation Law, pursuant to which the Registrant's state of incorporation shall be Delaware.


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The information in this preliminary joint proxy statement/prospectus is not complete and may be changed. The registrant may not sell the securities described herein until the registration statement filed with the United States Securities and Exchange Commission is declared effective. This preliminary joint proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY JOINT PROXY STATEMENT/PROSPECTUS—SUBJECT TO
COMPLETION, DATED NOVEMBER 28, 2018

JOINT PROXY STATEMENT/PROSPECTUS FOR EXTRAORDINARY GENERAL MEETING OF AVISTA HEALTHCARE PUBLIC ACQUISITION CORP. AND SPECIAL MEETING OF ORGANOGENESIS INC.



PROSPECTUS FOR

82,477,912 SHARES OF CLASS A COMMON STOCK AND 31,000,000 WARRANTS TO PURCHASE ONE-HALF OF ONE SHARE OF CLASS A COMMON STOCK



          The board of directors of Avista Healthcare Public Acquisition Corp., (the "AHPAC Board"), a Cayman Islands exempted company ("AHPAC") has unanimously approved the domestication of AHPAC as a Delaware corporation in accordance with Section 388 of the Delaware General Corporation Law and the Cayman Islands Companies Law (2018 Revision) (the "domestication"), the merger of a subsidiary of AHPAC ("Merger Sub") with and into Organogenesis Inc., a Delaware corporation ("Organogenesis") with Organogenesis surviving the merger as a wholly owned direct subsidiary of AHPAC (the "merger") and the other transactions contemplated by the Agreement and Plan of Merger, dated as of August 17, 2018, (the "Merger Agreement") by and among AHPAC, Merger Sub and Organogenesis, a copy of which is attached to this joint proxy statement/prospectus as Annex A. The board of directors of Organogenesis has unanimously approved the merger and the transactions contemplated by the Merger Agreement. After the domestication, AHPAC will change its name to "Organogenesis Holdings Inc." We refer to AHPAC following the effectiveness of the domestication as "ORGO".

          Upon effectiveness of the domestication and the merger, ORGO's issued and outstanding share capital will consist of: (A) 74,323,676 shares of Class A common stock, par value $0.0001 per share ("ORGO Class A common stock") issued in exchange for outstanding shares of common stock, par value $0.001 per share, of Organogenesis ("Organogenesis common stock") in the merger at an exchange ratio of 2.03 shares of ORGO Class A common stock for each share of Organogenesis common stock, (B) 5,312,500 shares of Class B common stock, par value $0.0001 per share ("ORGO Class B common stock"), which shares shall convert into shares of ORGO Class A common stock in accordance with the terms of ORGO's charter, the form of which is attached to this joint proxy statement/prospectus as Annex M, and 500,000 shares of Class A common stock, par value $0.0001 per share ("ORGO Class A common stock"), issued in exchange for 500,000 AHPAC Class A ordinary shares in the domestication, (C) 9,022,741 shares of ORGO Class A common stock and 4,100,000 warrants to purchase one-half of one share of ORGO Class A common stock (the "PIPE warrants") issued immediately following the domestication through a private placement offered to a limited number of accredited investors (as defined by Rule 501 of Regulation D) pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the "equity financing") pursuant to the Subscription Agreement, dated as of August 17, 2018, by and among Avista Capital Partners IV, L.P., a Delaware limited partnership and Avista Capital Partners IV (Offshore), L.P., a limited partnership organized under the laws of Bermuda (the "PIPE Investors"), (D) 6,502,679 shares of ORGO Class A common stock issued in connection with the conversion of a portion of the outstanding obligations of Organogenesis owed to creditors who are insiders of Organogenesis into ORGO Class A common stock, (E) 31,000,000 warrants to purchase one-half of one share of ORGO Class A common stock ("ORGO public warrants") issued in the domestication in exchange for 31,000,000 outstanding warrants to purchase one-half of one share of AHPAC Class A ordinary shares, (F) warrants to purchase an aggregate of 1,561,483 shares of ORGO Class A common stock issued in exchange for warrants to purchase shares of Organogenesis common stock in the merger and (G) options to purchase an aggregate of 6,502,422 shares of ORGO Class A common stock issued in exchange for options to purchase shares of Organogenesis common stock in the merger.

          The AHPAC units (consisting of one AHPAC Class A ordinary share and one warrant to purchase one-half of one AHPAC Class A ordinary share), AHPAC Class A ordinary shares and warrants to purchase AHPAC Class A ordinary shares are currently listed on the NASDAQ Capital Market ("NASDAQ") under the symbols "AHPAU", "AHPA" and "AHPAW", respectively. AHPAC has applied to continue the listing of ORGO Class A common stock and ORGO public warrants, to be effective upon the consummation of the business combination, on NASDAQ under the proposed symbols "ORGO" and "ORGOW", respectively.

          As of October 31, 2018, all of AHPAC's outstanding Class A ordinary shares issued in AHPAC's initial public offering (the "public shares") were redeemed as required by AHPAC's memorandum and articles. On November 2, 2018, as a result of the redemption of the public shares, NASDAQ issued a delisting notice in respect of the AHPAC units, AHPAC Class A ordinary shares and AHPAC warrants to purchase Class A ordinary shares to AHPAC. On November 9, 2018, AHPAC submitted a request for an oral hearing before the Hearings Panel to appeal the delisting determination pursuant to the procedures set forth in the NASDAQ rules. That hearing is scheduled to take place on December 13, 2018.

          As described in this joint proxy statement/prospectus, (i) AHPAC's shareholders are being asked to consider and vote upon (among other things) the proposed business combination with Organogenesis, and (ii) Organogenesis' stockholders are being asked to consider and vote upon the proposed business combination with AHPAC.

          Proposals to approve the merger agreement and other matters discussed in this joint proxy statement/prospectus will be presented at the extraordinary general meeting of the shareholders of AHPAC (the "general meeting") scheduled to be held on December 10, 2018.

          Proposals to approve the merger agreement or adjourn as discussed in this joint proxy statement/prospectus will be presented at the special meeting of the stockholders of Organogenesis (the "special meeting") scheduled to be held on December 10, 2018.

          This joint proxy statement/prospectus provides the shareholders of AHPAC with detailed information about the business combination and other matters to be considered at the extraordinary general meeting. This joint proxy statement/prospectus provides stockholders of Organogenesis with detailed information about the business combination and other matters to be considered at the special meeting. We encourage you to carefully read this entire document and the documents incorporated herein by reference. You should also carefully consider the risk factors described in "Risk Factors" beginning on page 38 of this joint proxy statement/prospectus.

          Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the transactions described in this joint proxy statement/prospectus, passed upon the fairness of the Merger Agreement or the transactions contemplated thereby, or passed upon the adequacy or accuracy of this joint proxy statement/prospectus. Any representation to the contrary is a criminal offense.

          This joint proxy statement/prospectus is dated [    ·    ], 2018, and is first being mailed to AHPAC's shareholders and Organogenesis' stockholders on or about [    ·    ], 2018.


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PRELIMINARY JOINT PROXY STATEMENT/PROSPECTUS—SUBJECT TO
COMPLETION, DATED NOVEMBER 28, 2018

        AVISTA HEALTHCARE PUBLIC ACQUISITION CORP.
A Cayman Islands Exempted Company
(Company Number 306402)
65 East 55th Street
18th Floor
New York, NY 10022

NOTICE OF EXTRAORDINARY GENERAL MEETING
TO BE HELD ON DECEMBER 10, 2018

TO THE SHAREHOLDERS OF AVISTA HEALTHCARE PUBLIC ACQUISITION CORP.:

        NOTICE IS HEREBY GIVEN that an extraordinary general meeting of Avista Healthcare Public Acquisition Corp., a Cayman Islands exempted company ("AHPAC"), will be held on December 10, 2018 at 9:00 a.m. Eastern Time at the offices of Weil, Gotshal & Manges LLP, located at 767 Fifth Avenue, New York, NY 10153 (the "general meeting"). You are cordially invited to attend the general meeting to conduct the following items of business:

    1.
    Proposal No. 1The Business Combination Proposal—To consider and vote upon a proposal to approve and adopt the Agreement and Plan of Merger, dated August 17, 2018, (as it may be amended from time to time, the "Merger Agreement"), by and among AHPAC, Avista Healthcare Merger Sub, Inc., AHPAC's direct wholly owned subsidiary ("Merger Sub") and Organogenesis Inc., a Delaware corporation ("Organogenesis"), a copy of which is attached to the accompanying joint proxy statement/prospectus as Annex A, and the transactions contemplated thereby, including the merger of Merger Sub with and into Organogenesis, with Organogenesis surviving the merger (the "merger"), which we refer to as the "Business Combination Proposal";

    2.
    Proposal No. 2The Domestication Proposal—To consider and vote upon a proposal to approve by special resolution, assuming the Business Combination Proposal is approved and adopted, the change of AHPAC's jurisdiction of incorporation by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the "domestication," and together with the merger, the "business combination"), which we refer to as the "Domestication Proposal";

      The Charter Proposals—To consider and vote upon eight separate proposals to approve by special resolution, assuming the Business Combination Proposal and the Domestication Proposal are approved and adopted, the following material differences between AHPAC's existing amended and restated memorandum and articles of association and the proposed new certificate of incorporation and bylaws of AHPAC (which will be renamed "Organogenesis Holdings Inc." after consummation of the domestication and which is referred to herein as "ORGO" following the domestication) the "proposed certificate" and the "proposed bylaws", respectively.

    3.
    Proposal No. 3—To consider and vote upon an amendment to AHPAC's existing organizational documents to authorize that directors may only be removed for cause;

    4.
    Proposal No. 4—To consider and vote upon an amendment to AHPAC's existing organizational documents to authorize that only the Board of Directors of ORGO, a chairperson of the board of directors or chief executive officer may call a meeting of stockholders;

    5.
    Proposal No. 5—To consider and vote upon an amendment to AHPAC's existing organizational documents to authorize removal of the ability of stockholders to take action by written consent in lieu of a meeting;

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    6.
    Proposal No. 6—To consider and vote upon an amendment to AHPAC's existing organizational documents to require the affirmative vote of holders of a majority of the voting power of ORGO's then issued and outstanding shares of stock entitled to vote thereon to amend the proposed certificate;

    7.
    Proposal No. 7—To consider and vote upon an amendment to AHPAC's existing organizational documents to authorize the adoption of Delaware as the exclusive forum for certain stockholder litigation;

    8.
    Proposal No. 8—To consider and vote upon an amendment to AHPAC's existing organizational documents to authorize ORGO to permit the sponsor and the PIPE Investors and their respective affiliates (the "ORGO Sponsors") to engage in competitive businesses and renounce certain corporate opportunities offered to the ORGO Sponsors or any of their managers, officers, directors, agents, stockholders, members, partners, affiliates and subsidiaries (other than ORGO and its subsidiaries) that are not expressly offered to them in their capacities as directors or officers of ORGO;

    9.
    Proposal No. 9—To consider and vote upon an amendment to AHPAC's existing organizational documents to approve the authorized number of shares of ORGO common stock contained in the proposed certificate; and

    10.
    Proposal No. 10—To consider and vote upon an amendment to AHPAC's existing organizational documents to authorize other changes to the organizational documents resulting from the domestication and business combination, including changing the post-business combination corporate name from "Avista Healthcare Public Acquisition Corp." to "Organogenesis Holdings Inc." and removing certain provisions relating to our status as a blank-check company that will no longer apply upon consummation of the business combination.

      Proposals No. 3-10 are collectively referred to as the "Charter Proposals";

    11.
    Proposal No. 11—The Cayman Charter Amendment Proposal—To consider and vote upon amendments to AHPAC's existing organizational documents to eliminate the limited period of time that AHPAC had to consummate the business combination, to eliminate any requirement to take certain actions as a result of the failure to complete a business combination in such limited period of time, and to ratify the actions of AHPAC and its directors in connection therewith;

    12.
    Proposal No. 12The Director Election Proposal—To consider and vote upon a proposal to elect eight directors to serve on the board of directors of ORGO (the "ORGO Board") until the 2019 annual meeting of shareholders, or until their respective successors are duly elected and qualified, which we refer to as the "Director Election Proposal";

    13.
    Proposal No. 13—The Management Incentive Plan Proposal—To consider and vote on a proposal to approve and adopt, assuming the Charter Proposals, the Domestication Proposal and the Business Combination Proposal are all approved and adopted, the Organogenesis 2018 Equity and Incentive Plan (the "2018 Equity Incentive Plan") and the material terms thereunder, which we refer to as the "Management Incentive Plan Proposal". A copy of the 2018 Equity Incentive Plan is attached to the accompanying joint proxy statement/prospectus as Annex J;

    14.
    Proposal No. 14The NASDAQ Proposal—To consider and vote upon a proposal to approve, assuming the Charter Proposals, the Domestication Proposal and the Business Combination Proposal are all approved and adopted, for purposes of complying with applicable provisions of NASDAQ Listing Rule 5635, the issuance of more than 20% of AHPAC's issued and outstanding ordinary shares (or issued and outstanding common stock following the domestication) to the stockholders of Organogenesis (the "Organogenesis Stockholders") in connection with the business combination and to participants in the equity financing (as

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      described herein) and the exchange (as described herein) and the related change of control, which we refer to as the "NASDAQ Proposal"; and

    15.
    Proposal No. 15Adjournment Proposal—To consider and vote upon a proposal to approve the adjournment of the general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of one or more proposals to be submitted for shareholder approval at the general meeting, which we refer to as the "Adjournment Proposal."

        The above matters are more fully described in the accompanying joint proxy statement/prospectus, which also includes as Annex A a copy of the Merger Agreement. We urge you to read carefully the accompanying joint proxy statement/prospectus in its entirety, including the Annexes and accompanying financial statements of AHPAC and Organogenesis.

        The record date for the general meeting is November 13, 2018. Only shareholders of record at the close of business on that date may vote at the general meeting or any adjournment thereof.

        We are providing the accompanying joint proxy statement/prospectus and accompanying proxy card to AHPAC's shareholders in connection with the solicitation of proxies to be voted at the general meeting and at any adjournments of the general meeting. Information about the general meeting, the business combination and other related business to be considered by AHPAC's shareholders at the general meeting is included in this joint proxy statement/prospectus. Whether or not you plan to attend the general meeting, we urge all of AHPAC's shareholders to read the accompanying joint proxy statement/prospectus, including the Annexes and the accompanying financial statements of AHPAC and Organogenesis, carefully and in their entirety.

        IN PARTICULAR, WE URGE YOU TO READ CAREFULLY THE SECTION ENTITLED "RISK FACTORS" BEGINNING ON PAGE 38 OF THE ACCOMPANYING JOINT PROXY STATEMENT/PROSPECTUS.

        After careful consideration, the AHPAC Board has unanimously approved the business combination and unanimously recommends that shareholders vote "FOR" adoption of the Merger Agreement and approval of the transactions contemplated thereby, including the business combination, and "FOR" all other proposals presented to AHPAC's shareholders in the accompanying joint proxy statement/prospectus. When you consider the AHPAC Board's recommendation of these proposals, you should keep in mind that AHPAC's directors and officers have interests in the business combination that may conflict with your interests as a shareholder. Please see the section entitled "The Business Combination—Interests of Certain Persons in the Business Combination" for additional information.

        On the effective date of the domestication, each currently issued and outstanding Class A ordinary share, par value $0.0001 per share, of AHPAC, which we refer to as "AHPAC Class A ordinary shares", will be exchanged, on a one-for-one basis, into a share of Class A common stock, par value $0.0001 per share, of ORGO, which we refer to as "ORGO Class A common stock". Similarly, each currently issued and outstanding Class B ordinary share, par value $0.0001 per share, of AHPAC, which we refer to as "AHPAC Class B ordinary shares", will be exchanged, on a one-for-one basis, into a share of Class B common stock, par value $0.0001 per share, of ORGO, which we refer to as "ORGO Class B common stock". In addition, all outstanding warrants to acquire AHPAC Class A ordinary shares will be exchanged for warrants to acquire a corresponding number of shares of ORGO Class A common stock on the same terms as in effect immediately prior to the effective time of the domestication. No other changes will be made to the terms of any outstanding warrants to acquire AHPAC Class A ordinary shares as a result of the domestication. See the section entitled "Proposal No. 2—The Domestication Proposal."

        As a result of the business combination, AHPAC will acquire Organogenesis. Subject to the terms of the Merger Agreement, Organogenesis Stockholders immediately prior to the effective time of the merger will be entitled to receive 2.03 fully paid and non-assessable shares of ORGO Class A common stock for each share of Organogenesis common stock held by them. In addition, each warrant to acquire shares of Organogenesis common stock (the "Organogenesis warrants") outstanding and


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unexercised immediately prior to the effective time (other than Organogenesis warrants that expire or are deemed automatically net exercised immediately prior to the effective time according to their terms as of the date of the Merger Agreement as a result of the transactions contemplated by the Merger Agreement) shall be cancelled, retired and terminated and cease to represent a right to acquire shares of Organogenesis common stock, and each holder thereof shall instead have the right to receive from ORGO a new warrant for shares of ORGO Class A common stock. Subject to the terms and conditions of the Merger Agreement, each option to purchase shares of Organogenesis common stock ("Organogenesis option") outstanding and unexercised immediately prior to the effective time shall be assumed by ORGO and automatically converted into an option to purchase shares of ORGO Class A common stock. See the section titled "The Business Combination—Consideration to Organogenesis Stockholders in the Business Combination" beginning on page 122 for further details. A copy of the Merger Agreement is attached to the accompanying joint proxy statement/prospectus as Annex A.

        In connection with AHPAC's initial public offering (the "IPO"), the initial shareholders agreed to vote all AHPAC Class B ordinary shares (and any Class A ordinary shares converted from such Class B ordinary shares) and any AHPAC Class A ordinary shares purchased during or after the IPO in favor of the business combination. Currently, the initial shareholders own 100% of AHPAC's issued and outstanding ordinary shares, including all of the AHPAC Class A ordinary shares and Class B ordinary shares.

        AHPAC has entered into a subscription agreement with Avista Capital Partners IV, L.P. and Avista Capital Partners IV (Offshore), L.P. (the "PIPE Investors") for the purchase and sale of 9,022,741 shares of ORGO's Class A common stock and 4,100,000 warrants to purchase one-half of one share of ORGO Class A common stock for an aggregate purchase price of $46 million immediately following the domestication through a private placement offered to a limited number of accredited investors (as defined by Rule 501 of Regulation D) pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the "equity financing"). The purpose of the equity financing is to fund the business combination and related transactions and for general corporate purposes. On August 17, 2018, the PIPE Investors purchased 3,221,050 shares of Organogenesis common stock through a private placement as a result of which the PIPE Investors are, in the aggregate, holders of 8.8% of Organogenesis' outstanding common stock (the "subscription"). Concurrently with the signing of the Merger Agreement, the Insider Lenders executed and delivered to AHPAC the Exchange Agreement relating to outstanding obligations of Organogenesis owed to creditors who are insiders of Organogenesis (the "Organogenesis Insider Debt") whereby such creditors and AHPAC agreed that, concurrently with the consummation of the business combination, a portion of the Organogenesis Insider Debt will be converted into ORGO Class A common stock, and AHPAC will make a cash payment to such creditors in satisfaction of the remaining portion of the Organogenesis Insider Debt, including the accrued and unpaid interest and any fees with respect to the Organogenesis Insider Debt (the "exchange"). Following the consummation of the transactions contemplated by the Exchange Agreement, the Organogenesis Insider Debt will be deemed fully paid and satisfied in full and will be discharged and terminated.

        At the closing of the business combination, ORGO, the sponsor, certain current directors of AHPAC, certain Organogenesis Stockholders, the Insider Lenders and the PIPE Investors that receive ORGO Class A common stock in the merger, the exchange or the equity financing (such directors and Organogenesis Stockholders, Insider Lenders, PIPE Investors and the sponsor, collectively the "restricted stockholders") will enter into an Amended and Restated Registration Rights Agreement substantially in the form attached to the accompanying joint proxy statement/prospectus as Annex E, in respect of the shares of ORGO Class A common stock issued to the restricted stockholders in connection with the business combination, providing for, among other things, customary registration rights, including demand and piggy-back rights, subject to cut-back provisions. See the section titled "The Merger Agreement—Related Agreements—Amended and Restated Registration Rights Agreement" in the accompanying joint proxy statement/prospectus for more information.

        Pursuant to AHPAC's existing amended and restated memorandum and articles of association, AHPAC was obligated to redeem all of AHPAC's public shares ("public shares") if the business


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combination was not consummated prior to October 14, 2018. AHPAC did not consummate a business combination prior to October 14, 2018, and as of October 31, 2018, all of AHPAC's outstanding public shares were redeemed.

        The initial shareholders agreed to waive their redemption rights with respect to AHPAC Class A ordinary shares and Class B ordinary shares, and with respect to any public shares they may have held in connection with the consummation of the business combination. The AHPAC Class B ordinary shares were excluded from the pro rata calculation used to determine the per-share redemption price at the time of the redemptions.

        The initial shareholders also have agreed to waive any adjustment to the ratio in which the AHPAC Class B ordinary shares will automatically convert into a number of shares of ORGO Class A common stock on the business day following the consummation of the business combination. As a result, each share of ORGO Class B common stock will automatically convert into one share of ORGO Class A common stock on the business day following the consummation of the business combination.

        The approval of each of the Domestication Proposal and the Charter Proposals requires the affirmative vote of at least two-thirds of the ordinary shares represented in person or by proxy and entitled to vote thereon, and who vote thereon, at the general meeting. The Business Combination Proposal requires the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon, and who vote thereon, at the general meeting. The approval of each of the Director Election Proposal, the Management Incentive Plan Proposal, the NASDAQ Proposal and the Adjournment Proposal requires the affirmative vote of holders of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon, and who vote thereon, at the general meeting. The approval of the Cayman Charter Amendment Proposal requires the affirmative vote of holders of one hundred percent (100%) of the ordinary shares entitled to vote thereon at the general meeting.

        Your vote is very important.    Whether or not you plan to attend the general meeting, please vote as soon as possible by following the instructions in this joint proxy statement/prospectus to make sure that your shares are represented at the general meeting. If you hold your shares in "street name" through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the general meeting. The transactions contemplated by the Merger Agreement will be consummated only if the Business Combination Proposal, the Domestication Proposal, the NASDAQ Proposal, the Management Incentive Plan Proposal and the Charter Proposals are approved at the general meeting. Each of the Business Combination Proposal, the Domestication Proposal, the Charter Proposals, the Management Incentive Plan Proposal and the NASDAQ Proposal are cross-conditioned on the approval of each other. Each other proposal is conditioned on the approval of the Business Combination Proposal, the Domestication Proposal, the Charter Proposals and the NASDAQ Proposal, other than the Adjournment Proposal and the Cayman Charter Amendment Proposal, which are not conditioned on the approval of any other proposal set forth in this joint proxy statement/prospectus.

        If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the general meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the general meeting in person, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the general meeting. If you are a shareholder of record and you attend the general meeting and wish to vote in person, you may withdraw your proxy and vote in person.

        Your attention is directed to the joint proxy statement/prospectus accompanying this notice (including the annexes thereto) for a more complete description of the proposed business combination and related transactions and each of the proposals. We encourage you to read the accompanying joint proxy statement/prospectus carefully. If you have any questions or need assistance voting your ordinary


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shares, please contact MacKenzie Partners, AHPAC's proxy solicitor, by calling 1-800-322-2885 (toll free), or 1-212-929-5500 (call collect), or by emailing proxy@mackenziepartners.com.

        Thank you for your participation. We look forward to your continued support.

    By Order of the AHPAC Board,

 

 

Thompson Dean
Executive Chairman of the AHPAC Board

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ORGANOGENESIS INC.

A Delaware Corporation
85 Dan Road
Canton, MA 02021

NOTICE OF SPECIAL MEETING
TO BE HELD ON DECEMBER 10, 2018

TO THE STOCKHOLDERS OF ORGANOGENSIS INC.:

        NOTICE IS HEREBY GIVEN that a special meeting of the stockholders (the "special meeting") of Organogenesis Inc. ("Organogenesis"), will be held on December 10, 2018 at 9:00 a.m. Eastern Time at the offices of Foley Hoag LLP, 155 Seaport Boulevard, Boston MA 02210. You are cordially invited to attend the special meeting to conduct the following items of business:

    1.
    Proposal No. 1The Organogenesis Business Combination Proposal—To consider and vote upon a proposal to approve and adopt the Agreement and Plan of Merger, dated August 17, 2018, (as it may be amended from time to time, the "Merger Agreement"), by and among Avista Healthcare Public Acquisition Corp., a Cayman Islands exempted company ("AHPAC"), Avista Healthcare Merger Sub, Inc., AHPAC's direct wholly owned subsidiary ("Merger Sub") and Organogenesis, a copy of which is attached to the accompanying joint proxy statement/prospectus as Annex A, and the transactions contemplated thereby, including the merger of Merger Sub with and into Organogenesis, with Organogenesis surviving the merger (the "merger"), which we refer to as the "Organogenesis Business Combination Proposal"; and

    2.
    Proposal No. 2Organogenesis Adjournment Proposal—To consider and vote upon a proposal to approve the adjournment of the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Organogenesis Business Combination Proposal to be submitted for stockholder approval at the special meeting, which we refer to as the "Organogenesis Adjournment Proposal."

        The above matters are more fully described in the accompanying joint proxy statement/prospectus, which also includes as Annex A a copy of the Merger Agreement. We urge you to read carefully the accompanying joint proxy statement/prospectus in its entirety, including the Annexes and accompanying financial statements of AHPAC and Organogenesis.

        The record date for the special meeting is November 19, 2018 (the "Organogenesis record date"). Only stockholders of record at the close of business on that date may vote at the special meeting or any adjournment thereof.

        We are providing the accompanying joint proxy statement/prospectus and accompanying proxy card to Organogenesis' stockholders in connection with the solicitation of proxies to be voted at the special meeting and at any adjournments of the special meeting. Information about the special meeting, the business combination and other related business to be considered by Organogenesis' stockholders at the special meeting is included in this joint proxy statement/prospectus. Whether or not you plan to attend the special meeting, we urge all of Organogenesis' stockholders to read the accompanying joint proxy statement/prospectus, including the Annexes and the accompanying financial statements of AHPAC and Organogenesis, carefully and in their entirety.

        IN PARTICULAR, WE URGE YOU TO READ CAREFULLY THE SECTION ENTITLED "RISK FACTORS" BEGINNING ON PAGE 38 OF THE ACCOMPANYING JOINT PROXY STATEMENT/PROSPECTUS.

        After careful consideration, the Organogenesis Board has unanimously approved the business combination and unanimously recommends that shareholders vote "FOR" adoption of the Merger Agreement and approval of the transactions contemplated thereby, including the business combination. When you consider the Organogenesis Board's recommendation of these proposals, you should keep in mind that Organogenesis' directors and officers have interests in the business combination that may


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conflict with your interests as a stockholder. Please see the section entitled "Organogenesis Special Meeting—Recommendation to Organogenesis' Stockholders" for additional information.

        In connection with the business combination, Organogenesis stockholders representing a sufficient number of shares of Organogenesis' outstanding common stock necessary to approve the Organogenesis Business Combination Approval have entered into the Company Support Agreement with AHPAC, pursuant to which such holders have agreed, among other things, to vote in favor of the adoption of the Merger Agreement and the Business Combination, subject to the terms of such Company Support Agreement.

        Your vote is very important.    Whether or not you plan to attend the special meeting, please vote as soon as possible by following the instructions in this joint proxy statement/prospectus to make sure that your shares are represented at the special meeting. You may submit a proxy for your shares by completing, signing and dating the enclosed proxy card and returning it as promptly as possible in the enclosed postage-prepaid envelope.

        You may revoke your proxy in the manner described in the accompanying joint proxy statement/prospectus at any time before it has been voted at the special meeting. If you attend the special meeting, you may vote your shares in person even if you have previously submitted a proxy.

        You are entitled to appraisal rights in connection with the business combination in accordance with Delaware law. See the discussion under "Appraisal Rights" of the accompanying joint proxy statement/prospectus for more information.

  By Order of the Organogenesis Board,

 

William R. Kolb, Secretary


TABLE OF CONTENTS

FREQUENTLY USED TERMS

  1

Questions and Answers about the Proposals for AHPAC Shareholders

  5

Questions and Answers about the Organogenesis Proposals for Organogenesis Stockholders

  13

SUMMARY TERM SHEET

  17

SUMMARY OF THE JOINT PROXY STATEMENT/PROSPECTUS

  21

Parties to the Business Combination

  22

The Business Combination Proposal

  24

Consideration to Organogenesis Stockholders in the Business Combination

  24

The Domestication Proposal

  24

Related Agreements

  25

Organizational Structure

  27

Redemption Rights

  28

Board of Directors of AHPAC Following the Business Combination

  28

The Charter Proposals

  29

Other Proposals

  29

Date, Time and Place of general meeting

  30

Voting Power; Record Date

  30

Accounting Treatment

  30

Appraisal Rights

  31

Proxy Solicitation

  31

Interests of Certain Persons in the Business Combination

  31

Reasons for the Approval of the Business Combination

  31

Conditions to Closing of the Business Combination

  32

Regulatory Matters

  33

Quorum and Required Vote for Proposals for the general meeting

  33

Recommendation to AHPAC's Shareholders

  34

Risk Factors

  35

Special Meeting of Organogenesis Stockholders

  35

RISK FACTORS

  38

Risks Related to Organogenesis and its business

  38

Risks Related to Regulation of Our Products and Other Government Regulations

  51

Risks Related to Reimbursement for our Products

  62

Risks Related to Our Intellectual Property

  65

Risks Related to Our Indebtedness

  69

Risks Related to AHPAC and the Business Combination

  72

EXTRAORDINARY GENERAL MEETING OF AHPAC SHAREHOLDERS

  88

THE BUSINESS COMBINATION

  95

General

  95

Structure of the Business Combination

  95

Consideration to Organogenesis Stockholders in the Business Combination

  95

Holders of Organogenesis common stock

  95

Holders of Organogenesis Warrants

  95

Holders of Organogenesis Options

  96

Subscription Agreement

  96

Conditions to Closing of the Business Combination

  96

Conditions to Each Party's Obligations

  96

Conditions to AHPAC's Obligations

  97

Conditions to Organogenesis's Obligations

  97

Related Agreements

  98

i


Background of the business combination

  98

The AHPAC Board's Reasons for the Approval of the Business Combination

  106

Satisfaction of 80% Test

  110

Certain Organogenesis Projected Financial Information

  110

Interests of Certain Persons in the Business Combination

  112

Potential Purchases of Public Shares

   

Total AHPAC Shares to be Issued in the Business Combination

  113

Sources and Uses for the Business Combination—assuming full redemption

  113

Board of Directors of AHPAC Following the Business Combination

  113

AHPAC Certificate of Incorporation

  114

Name; Headquarters

  114

Appraisal Rights

  114

Accounting Treatment

  114

MATERIAL TAX CONSIDERATIONS

  115

Material U.S. Federal Income Tax Considerations

  115

Consequences of the Domestication—F Reorganization. 

  115

Consequences of the Merger

  115

Material Cayman Islands Tax Considerations

  115

Cayman Islands Taxation

  115

Under Existing Cayman Islands Laws

  115

ORGANOGENESIS SPECIAL MEETING

  117

THE MERGER AGREEMENT AND RELATED AGREEMENTS

  121

The Merger Agreement

  121

General Description of the Merger Agreement

  121

Consideration to Organogenesis Stockholders in the Business Combination

  122

Holders of Organogenesis common stock

  122

Holders of Organogenesis Warrants

  123

Holders of Organogenesis Options

  123

Appraisal Rights

  123

Material Adverse Effect

  123

Closing and Effective Time of the Business Combination

  124

Conditions to Closing of the Business Combination

  124

Conditions to Each Party's Obligations

  124

Conditions to AHPAC's Obligations

  125

Conditions to Organogenesis's Obligations

  125

Representations and Warranties

  125

Survival of Representations and Warranties; Indemnification

  126

Termination

  126

Amendments

  127

Related Agreements

  127

Company Support Agreement

  127

Parent Support Agreement

  128

Trust Termination Letter

  128

Amended and Restated Registration Rights Agreement

  128

Exchange Agreement

  128

PIPE Subscription Agreement

  129

Parent Sponsor Letter Agreement

  129

Stockholders Agreement

  129

Controlling Stockholders Agreement

  130

Financing Arrangements

  130

REGULATORY APPROVALS RELATED TO THE BUSINESS COMBINATION

  131

ii


Regulatory Matters

  131

SELECTED HISTORICAL FINANCIAL INFORMATION OF AHPAC

  132

ORGANOGENESIS SELECTED CONSOLIDATED HISTORICAL FINANCIAL AND OTHER INFORMATION

  133

SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

  137

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

  139

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

  151

COMPARATIVE SHARE INFORMATION

  153

INFORMATION ABOUT AHPAC

  156

General

  156

Initial business combination

  157

Submission of the Business Combination to a Shareholder Vote

  157

Officers

  158

Management

  158

AHPAC'S MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

  166

Overview

  166

Recent Developments

  166

Results of Operations

  167

Liquidity and Capital Resources

  168

Critical Accounting Policies

  170

Quantitative and Qualitative Disclosures About Market Risk

  171

INFORMATION ABOUT ORGANOGENESIS

  172

Overview

  172

Competitive Strengths

  173

Industry Overview

  175

Our Products

  181

Commercial Infrastructure

  193

Manufacturing and Suppliers

  194

Reimbursement

  195

Competition

  198

Intellectual Property

  198

Government Regulation

  199

Seasonality

  203

Employees

  203

Facilities

  203

Legal Proceedings

  204

NON-GAAP FINANCIAL MEASURES

  205

INDUSTRY AND MARKET DATE TERMINOLOGY

  207

ORGANOGENESIS MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

  208

ORGANOGENESIS MANAGEMENT

  235

EXECUTIVE COMPENSATION

  237

MANAGEMENT AFTER THE BUSINESS COMBINATION

  239

DESCRIPTION OF SECURITIES

  246

DESCRIPTION OF CERTAIN INDEBTEDNESS

  258

COMPARISON OF CORPORATE GOVERNANCE AND SHAREHOLDER RIGHTS

  261

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

  263

AHPAC's Related Party Transactions

  263

Organogenesis Related Party Transactions

  265

iii


Leases with the Controlling Entities

  265

Loans from the Controlling Entities

  266

Loans to Related Persons

  269

Kenneth L. Horton and NuTech Medical

  269

Registration Rights Agreement

  270

Executive Officer Compensation

  270

Employment Agreements

  270

BENEFICIAL OWNERSHIP OF SECURITIES

  271

PRICE RANGE OF SECURITIES AND DIVIDENDS

  276

PROPOSAL NO. 1—THE BUSINESS COMBINATION PROPOSAL

  278

PROPOSAL NO. 2—THE DOMESTICATION PROPOSAL

  279

PROPOSAL NOS. 3 through 10—THE CHARTER PROPOSALS

  281

PROPOSAL NO. 11—THE CAYMAN CHARTER AMENDMENT PROPOSAL

  289

PROPOSAL NO. 12—THE DIRECTOR ELECTION PROPOSAL

  290

PROPOSAL NO. 13—THE MANAGEMENT INCENTIVE PLAN PROPOSAL

  291

PROPOSAL NO. 14—THE NASDAQ PROPOSAL

  294

PROPOSAL NO. 15—THE ADJOURNMENT PROPOSAL

  296

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

  299

LEGAL MATTERS

  299

EXPERTS

  299

APPRAISAL RIGHTS

  299

HOUSEHOLDING INFORMATION

  299

TRANSFER AGENT AND REGISTRAR

  300

SUBMISSION OF SHAREHOLDER PROPOSALS

  300

FUTURE SHAREHOLDER PROPOSALS

  300

WHERE YOU CAN FIND MORE INFORMATION

  300

INDEX TO FINANCIAL STATEMENTS

  F-1

Annex A—Merger Agreement

 
 

Annex B—Company Support Agreement

   

Annex C—Parent Support Agreement

   

Annex D—Form of Trust Termination Letter

   

Annex E—Form of Amended and Restated Registration Rights Agreement

   

Annex F—Exchange Agreement

   

Annex G—Subscription Agreement

   

Annex H—Parent Sponsor Letter Agreement

   

Annex I—Form of Stockholders Agreement

   

Annex J—2018 Equity Incentive Plan

   

Annex K—Form of Surviving Corporation Charter

   

Annex L—Form of Surviving Corporation Bylaws

   

Annex M—Form of Post-Closing Parent Charter

   

Annex N—Form of Post-Closing Parent Bylaws

   

Annex O—Form of Controlling Stockholders Agreement

   

Annex P—DGCL Section 262

   

Annex Q—Special Resolution of the Shareholders of AHPAC

   

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FREQUENTLY USED TERMS

        In this joint proxy statement/prospectus:

        "AHPAC," "we," "us," "company," or "our company" means Avista Healthcare Public Acquisition Corp., a Cayman Islands exempted company, except in the sections entitled "Information About Organogenesis," "Organogenesis Management's Discussion and Analysis of Financial Condition and Results of Operations," "Risks Related to Regulation of Our Products and Other Government Regulations," "Risks Related to Reimbursement for our Products," "Risks Related to Our Intellectual Property," "Risks Related to Our Indebtedness," and "Non-GAAP Financial Measures," where, in each case, "we," "us," "company," or "our company" means Organogenesis (as defined below); the term "ORGO" refers to AHPAC as it will continue to exist under the DGCL following effectiveness of the domestication.

        "AHPAC Board" means the board of directors of AHPAC.

        "AHPAC Class A ordinary share" means the Class A ordinary shares, par value $0.0001 per share, of AHPAC.

        "AHPAC Class B ordinary share" means the Class B ordinary shares, par value $0.0001 per share, of AHPAC.

        "AHPAC ordinary shares" means AHPAC Class A ordinary shares and AHPAC Class B ordinary shares.

        "Alternative Transaction" means any sale of any material assets of Organogenesis or its subsidiaries or any of the outstanding equity interests in Organogenesis or its subsidiaries, or any conversion, consolidation, liquidation, dissolution or similar transaction involving Organogenesis or its subsidiaries, other than with AHPAC and its Representatives.

        "Amended and Restated Registration Rights Agreement" means that certain Amended and Restated Registration Rights Agreement, substantially in the form attached hereto as Annex E, to be entered into at the closing of the business combination, by and among AHPAC, the sponsor and the restricted stockholders.

        "Avista" means Avista Capital Holdings, L.P., a Delaware limited partnership, and its affiliates.

        "business combination" means the transactions contemplated by the Merger Agreement, including: (i) the domestication and (ii) the merger of Merger Sub with and into Organogenesis, with Organogenesis surviving the merger as a wholly owned direct subsidiary of AHPAC.

        "business day" means a day, other than Saturday, Sunday or such other day on which commercial banks in New York, New York are authorized or required by applicable laws to close.

        "Class B Holders" means the sponsor and the initial shareholders, solely in their capacity as holders of Class B ordinary shares.

        "closing" means the closing of the transactions contemplated by the Merger Agreement.

        "closing date" means the date on which the closing of the transactions contemplated by the Merger Agreement occurs.

        "Code" means the Internal Revenue Code of 1986, as amended.

        "Controlling Entities" means Alan A. Ades, Albert Erani and Glenn H. Nussdorf, members of the Organogenesis board of directors, together with Dennis Erani, Starr Wisdom and certain of their respective affiliates.

        "DGCL" means the General Corporation Law of the State of Delaware.

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        "Debt Consents" means the consents of: (i) Silicon Valley Bank pursuant to that certain Credit Agreement dated as of March 21, 2017 by and among Organogenesis, the Lenders party thereto and Silicon Valley Bank, as Administrative Agent, Issuing Lender and Swingline Lender, as amended, and (ii) Eastward Fund Management, LLC pursuant to that certain Master Lease Agreement dated as of April 28, 2017 by and among the Company, Prime Merger Sub, LLC and Eastward Fund Management, LLC, as amended, in each case, delivered in connection with the business combination.

        "domestication" means the intended deregistration of AHPAC as an exempted company in the Cayman Islands under the Cayman Islands Companies Law (2018 Revision), and domestication as a corporation incorporated under the laws of the State of Delaware under Section 388 of the Delaware General Corporation Law, pursuant to which AHPAC's jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware.

        "Employee Benefit Plan" means any material "employee benefit plan" within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended.

        "equity financing" means equity financing through a private placement of equity securities in ORGO pursuant to Section 4(a)(2) of the Securities Act, for gross proceeds to ORGO in an aggregate amount of $46 million pursuant to the Subscription Agreement between the PIPE Investors and AHPAC, dated August 17, 2018.

        "Exchange Act" means the Securities Exchange Act of 1934, as amended.

        "exchange ratio" means 2.03.

        "excluded shares" means each share of Organogenesis common stock that is owned by AHPAC, Merger Sub or Organogenesis (as treasury stock or otherwise), or any of AHPAC's direct or indirect wholly owned subsidiaries.

        "effective time" means the time specified in the certificate of merger with respect to the Merger.

        "exchange" means the conversion of a portion of the outstanding obligations of Organogenesis owed to Insider Lenders into ORGO Class A Common Stock and ORGO's cash payment to such creditors in satisfaction of the remaining portion of the obligations under the Organogenesis Insider Debt, including the accrued and unpaid interest and any fees with respect to the Organogenesis Insider Debt.

        "Exchange Agreement" means that certain Exchange Agreement, dated as of August 17, 2018, by and among AHPAC and the lenders listed on Schedule A thereto.

        "founder shares" means AHPAC Class B ordinary shares initially purchased by the sponsor and certain other accredited investors whether or not converted into AHPAC Class A ordinary shares.

        "GAAP" means generally accepted accounting principles in the United States.

        "general meeting" means the extraordinary general meeting of AHPAC that is the subject of this joint proxy statement/prospectus.

        "governmental entity" means (i) any federal, provincial, state, local, municipal, national or international court, governmental commission, government or governmental authority, department, regulatory or administrative agency, board, bureau, agency or instrumentality, tribunal, arbitrator or arbitral body (public or private), or similar body, (ii) any self-regulatory organization or (iii) any political subdivision of any of the foregoing.

        "HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

        "initial shareholders" means holders of founder shares prior to the IPO.

        "Insider Lenders" means those lenders that are party to the Exchange Agreement.

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        "IPO" means AHPAC's initial public offering, consummated on October 14, 2016, through the sale of 31,000,000 public units (including 1,000,000 units sold pursuant to the underwriters' partial exercise of their over-allotment option) at $10.00 per unit.

        "Law" means, in any applicable jurisdiction, any applicable statute or law (including common law), ordinance, rule, treaty, code, directive or regulation and any decree, injunction, judgment, order, ruling, assessment, writ or other legal requirement, in any such case, of any applicable governmental entity.

        "memorandum and articles of association" means AHPAC's amended and restated memorandum and articles of association in effect prior to the closing of the business combination.

        "merger" means the merger of Merger Sub with and into Organogenesis, with Organogenesis surviving the merger.

        "Merger Agreement" means that certain Agreement and Plan of Merger, dated August 17, 2018, (as it may be amended from time to time), by and among AHPAC, Merger Sub and Organogenesis, a copy of which is attached to this joint proxy statement/prospectus as Annex A.

        "NASDAQ" means the National Association of Securities Dealers Automated Quotations Capital Market.

        "ordinary shares" means the AHPAC Class A ordinary shares and AHPAC Class B ordinary shares.

        "Organogenesis Board" means the board of directors of Organogenesis.

        "Organogenesis common stock" means Organogenesis's common stock, par value $0.001 per share.

        "Organogenesis Insider Debt" means the outstanding obligations of Organogenesis owed to the Insider Lenders.

        "Organogenesis Option" means an option to purchase shares of Organogenesis common stock.

        "Organogenesis Stockholders" means the holders of Organogenesis common stock immediately prior to the effective time of the merger.

        "Organogenesis warrant" means a warrant to purchase shares of Organogenesis common stock.

        "ORGO Board" means the board of directors of ORGO.

        "ORGO Class A common stock" means the Class A common stock, par value $0.0001 per share, of ORGO.

        "ORGO common stock" means the ORGO Class A common stock and the ORGO Class B common stock.

        "ORGO Sponsors" means the sponsor, the PIPE Investors and their respective affiliates.

        "Parent Sponsor Letter Agreement" means that certain letter agreement by and between AHPAC and the Class B Holders as amended from time to time.

        "PIPE Investors" means Avista Capital Partners IV, L.P., a Delaware limited partnership and Avista Capital Partners IV (Offshore), L.P., a limited partnership organized under the laws of Bermuda.

        "PIPE warrants" means the warrants issued to the PIPE Investors in the equity financing in connection with the closing of the business combination.

        "private placement warrants" means the warrants issued to the initial shareholders in a private placement simultaneously with the closing of the IPO.

        "proposed certificate of incorporation" or "proposed certificate" means the proposed certificate of incorporation of AHPAC, a form of which is attached hereto as Annex M, which will become ORGO's

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certificate of incorporation subject to the approval of the Charter Proposals, assuming the consummation of the domestication and business combination.

        "proposed bylaws" means the proposed bylaws of AHPAC, a form of which is attached hereto as Annex N, which will become ORGO's bylaws subject to the approval of the Charter Proposals, assuming the consummation of the domestication and business combination.

        "public shareholders" means the holders of AHPAC public shares, all of which had been redeemed as required by the memorandum and articles of association as of October 31, 2018.

        "public shares" means AHPAC Class A ordinary shares sold as part of the units in the IPO.

        "public units" or "AHPAC units" means one AHPAC Class A ordinary share and one redeemable public warrant of AHPAC, whereby each public warrant entitles the holder thereof to purchase one-half of one AHPAC Class A ordinary share, where two warrants must be exercised for one whole Class A share at an exercise price of $11.50 per AHPAC Class A ordinary share, sold in the IPO.

        "public warrants" means the warrants included in the units issued in AHPAC's IPO, where two warrants must be exercised for one whole share of ORGO common stock in accordance with the terms of the warrant agreements governing the warrants.

        "Real Estate Entities" means the accounts of Dan Road Associates, 85 Dan Road Associates, and 65 Dan Road Associates consolidated as variable interest entities.

        "Related Agreements" means the Company Support Agreement, the Parent Support Agreement, the Trust Termination Letter, the Amended and Restated Registration Rights Agreement, the Exchange Agreement, the Subscription Agreements, the Stockholders Agreement, the Controlling Stockholders Agreement and the Parent Sponsor Letter Agreement.

        "replacement warrants" means the new warrant for shares of AHPAC Common Stock received in exchange for each Organogenesis warrant outstanding and unexercised immediately prior to the effective time which shall be cancelled, retired and terminated.

        "representatives" means a Person's officers, directors, employees, accountants, consultants, agents, legal counsel, and other representatives.

        "restricted stockholders" means, collectively, the sponsor, certain directors of AHPAC (as set forth in the Amended and Restated Registration Rights Agreement), the Insider Lenders, the PIPE Investors, and certain Organogenesis Stockholders that receive ORGO common stock in the business combination.

        "SEC" means the United States Securities and Exchange Commission.

        "Securities Act" means the Securities Act of 1933, as amended.

        "special meeting" means the special meeting of Organogenesis' stockholders that is the subject of this joint proxy statement/prospectus.

        "sponsor" means Avista Acquisition Corp., a Cayman Islands exempted company and an affiliate of Avista Capital Holdings, L.P., a Delaware limited partnership.

        "transfer agent" means Continental Stock Transfer & Trust Company.

        "trust account" means the trust account of AHPAC that holds the proceeds from the IPO.

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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS FOR AHPAC SHAREHOLDERS

        The questions and answers below highlight only selected information from this document and only briefly address some commonly asked questions about the proposals to be presented at the general meeting, including with respect to the proposed business combination. The following questions and answers do not include all the information that is important to AHPAC's shareholders. We urge shareholders to read carefully this entire joint proxy statement/prospectus, including the Annexes and the other documents referred to herein, to fully understand the proposed business combination and the voting procedures for the general meeting, which will be held on December 10, 2018 at 9:00 a.m. Eastern Time at the offices of Weil, Gotshal & Manges, LLP located at 767 Fifth Avenue, New York, New York, 10153.

Q:
Why am I receiving this joint proxy statement/prospectus?

A:
AHPAC's shareholders are being asked to consider and vote upon, among other proposals, a proposal to approve and adopt the Merger Agreement and approve the transactions contemplated thereby, including the business combination. As a result of the business combination, AHPAC will acquire Organogenesis. Subject to the terms of the Merger Agreement, holders of Organogenesis common stock immediately prior to the effective time of the merger will be entitled to receive 2.03 fully paid and non-assessable shares of ORGO Class A common stock for each share of Organogenesis common stock held by them. A copy of the Merger Agreement, including each amendment thereto through the date hereof is attached to this joint proxy statement/prospectus as Annex A.

    This joint proxy statement/prospectus and its Annexes contain important information about the proposed business combination and the other matters to be acted upon at the general meeting. You should read this joint proxy statement/prospectus and its Annexes carefully and in their entirety.

    Your vote is important. You are encouraged to submit your proxy as soon as possible after carefully reviewing this joint proxy statement/prospectus and its Annexes.

Q:
When and where is the general meeting?

A:
The general meeting will be held on December 10, 2018 at 9:00 a.m. Eastern Time at the offices of Weil, Gotshal & Manges, LLP located at 767 Fifth Avenue, New York, New York, 10153.

Q:
What are the specific proposals on which I am being asked to vote at the general meeting?

A:
AHPAC's shareholders are being asked to approve the following proposals:

1.
Proposal No. 1—The Business Combination Proposal—To consider and vote upon a proposal to approve and adopt the Merger Agreement, and the transactions contemplated thereby, which we refer to as the "Business Combination Proposal";

2.
Proposal No. 2—The Domestication Proposal—To consider and vote upon a proposal to approve by special resolution, assuming the Business Combination Proposal is approved and adopted, the domestication, which we refer to as the "Domestication Proposal";


The Charter Proposals—To consider and vote upon eight separate proposals to approve by special resolution, assuming the Business Combination Proposal and the Domestication Proposal are approved and adopted, the following material differences between AHPAC's current amended and restated memorandum and articles of association and the proposed certificate and proposed bylaws.

3.
Proposal No. 3—To consider and vote upon an amendment to AHPAC's existing organizational documents to authorize that directors may only be removed for cause;

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    4.
    Proposal No. 4—To consider and vote upon an amendment to AHPAC's existing organizational documents to authorize that only the Board, chairperson of the Board or chief executive offer may call a meeting of stockholders;

    5.
    Proposal No. 5—To consider and vote upon an amendment to AHPAC's existing organizational documents to authorize removal of the ability of stockholders to take action by written consent in lieu of a meeting;

    6.
    Proposal No. 6—To consider and vote upon an amendment to AHPAC's existing organizational documents to require the affirmative vote of holders of a majority of the voting power of ORGO's then issued and outstanding shares of stock entitled to amend the proposed certificate;

    7.
    Proposal No. 7—To consider and vote upon an amendment to AHPAC's existing organizational documents to authorize the adoption of Delaware as the exclusive forum for certain stockholder litigation;

    8.
    Proposal No. 8—To consider and vote upon an amendment to AHPAC's existing organizational documents to authorize ORGO to permit the ORGO Sponsors to engage in competitive businesses and renounce certain corporate opportunities offered to the ORGO Sponsors or any of their managers, officers, directors, agents, stockholders, members, partners, affiliates and subsidiaries (other than ORGO and its subsidiaries) that are not expressly offered to them in their capacities as directors or officers of ORGO;

    9.
    Proposal No. 9—To consider and vote upon an amendment to AHPAC's existing organizational documents to approve the authorized number of shares of ORGO common stock contained in the proposed certificate; and

    10.
    Proposal No. 10—To consider and vote upon an amendment to AHPAC's existing organizational documents to authorize other changes to the Organizational Documents resulting from the domestication and business combination, including changing the post-business combination corporate name from "Avista Healthcare Public Acquisition Corp." to "Organogenesis Holdings Inc." and removing certain provisions relating to our status as a blank-check company that will no longer apply upon consummation of the business combination.

      We refer to Proposals No. 3-10 collectively as the "Charter Proposals";

    11.
    Proposal No. 11—The Cayman Charter Amendment Proposal—To consider and vote upon amendments to AHPAC's existing organizational documents to eliminate the limited period of time that AHPAC had to consummate the business combination, to eliminate any requirement to take certain actions as a result of the failure to complete a business combination in such limited period of time, and to ratify the actions of AHPAC and its directors in connection therewith;

    12.
    Proposal No. 12—The Director Election Proposal—To consider and vote upon a proposal to elect eight directors to serve on the ORGO Board until the 2019 annual meeting of shareholders, or until their respective successors are duly elected and qualified, which we refer to as the "Director Election Proposal";

    13.
    Proposal No. 13—The Management Incentive Plan Proposal—To consider and vote on a proposal to approve and adopt, assuming the Charter Proposals, the Domestication Proposal and the Business Combination Proposal are all approved and adopted, the 2018 Equity Incentive Plan and the material terms thereunder, which we refer to as the "Management Incentive Plan Proposal". A copy of the 2018 Equity Incentive Plan is attached to the accompanying joint proxy statement/prospectus as Annex J;

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    14.
    Proposal No. 14—The NASDAQ Proposal—To consider and vote upon a proposal to approve, assuming the Charter Proposals, the Domestication Proposal and the Business Combination Proposal are all approved and adopted, for purposes of complying with applicable provisions of NASDAQ Listing Rule 5635, the issuance of more than 20% of AHPAC's issued and outstanding ordinary shares (or issued and outstanding common stock following the domestication) to the Organogenesis Stockholders in connection with the business combination and to participants in the equity financing and the exchange and the related change of control, which we refer to as the "NASDAQ Proposal"; and

    15.
    Proposal No. 15—Adjournment Proposal—To consider and vote upon a proposal to approve the adjournment of the general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of one or more proposals to be submitted for shareholder approval at the general meeting, which we refer to as the "Adjournment Proposal."

Q:
Why is AHPAC providing shareholders with the opportunity to vote on the business combination?

A:
Approval of the Merger Agreement and the business combination are required under AHPAC's amended and restated memorandum and articles of association, and such approval is a condition to the consummation of the business combination under the Merger Agreement.

Q:
When is the business combination expected to be completed?

A:
The consummation of the business combination is expected to take place on or prior to the second business day following the satisfaction or waiver of the conditions set forth in the Merger Agreement and described below in the subsection entitled "The Merger Agreement—Conditions to Closing of the Business Combination." The closing of the business combination, which is expected before the end of the year, is subject to customary and other closing conditions, including regulatory approvals and receipt of approvals from AHPAC's shareholders and Organogenesis' stockholders. The Merger Agreement may be terminated by AHPAC or Organogenesis if the consummation of the business combination has not occurred by October 14, 2018 (the "outside date"). On October 4, 2018, at an extraordinary general meeting of shareholders called for such purpose, AHPAC failed to receive the approval of its shareholders to extend the deadline for AHPAC to consummate its initial business combination and as a result, was required to redeem all of its outstanding public shares for their pro rata portion of the trust account.

    For a description of the conditions to the completion of the business combination, see the section entitled "The Merger Agreement—Conditions to Closing of the Business Combination."

Q:
Following the business combination, will AHPAC's securities continue to trade on a stock exchange?

A:
It is not clear at this time. On November 2, 2018, as a result of the redemption of the public shares, NASDAQ issued a delisting notice in respect of the AHPAC units, AHPAC Class A ordinary shares and AHPAC warrants to purchase Class A ordinary shares to AHPAC. On November 9, 2018, AHPAC submitted a request for an oral hearing before the Hearings Panel to appeal the delisting determination pursuant to the procedures set forth in the NASDAQ rules. That hearing is scheduled to take place on December 13, 2018.

It is a condition to the obligations of each of AHPAC and Organogenesis to consummate the transactions contemplated by the Merger Agreement that the shares of ORGO Class A common stock issued in connection with the merger be listed on NASDAQ upon the closing, subject to any compliance extension or ability to remedy non-compliance, in each case as permitted by the

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    NASDAQ continued listing rules. This condition may only be waived by mutual agreement of AHPAC and Organogenesis.

Q:
What vote is required to approve the proposals presented at the general meeting?

A:
The approval of each of the Domestication Proposal and the Charter Proposals requires the affirmative vote of holders of at least two-thirds of the ordinary shares represented in person or by proxy and entitled to vote thereon, and who vote thereon, at the general meeting. Accordingly, if an AHPAC shareholder fails to vote by proxy or to vote in person at the general meeting, their shares will not be counted in connection with the determination of whether a valid quorum is established, however, if a valid quorum is otherwise established, such failure to vote will have no effect on the outcome of any vote on the Domestication Proposal or any of the Charter Proposals. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the vote with respect to the Domestication Proposal and the Charter Proposals.

    The approval of the Business Combination Proposal requires the affirmative vote of holders of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon, and who vote thereon, at the general meeting. Accordingly, if an AHPAC shareholder fails to vote by proxy or to vote in person at the general meeting, their shares will not be counted in connection with the determination of whether a valid quorum is established, however, if a valid quorum is otherwise established, such failure to vote will have no effect on the outcome of any vote on the Business Combination Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the vote with respect to the Business Combination Proposal. The initial shareholders have agreed to vote their founder shares and any public shares they may hold in favor of the business combination. Currently, the initial shareholders own 100% of AHPAC's issued and outstanding ordinary shares, including all of the outstanding founder shares.

    The approval of each of the Director Election Proposal, the Management Incentive Plan Proposal, the NASDAQ Proposal and the Adjournment Proposal requires the affirmative vote of holders of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon, and who vote thereon, at the general meeting. Accordingly, if an AHPAC shareholder fails to vote by proxy or to vote in person at the general meeting, their shares will not be counted in connection with the determination of whether a valid quorum is established, however, if a valid quorum is otherwise established, such failure to vote will have no effect on the outcome of any vote on the NASDAQ Proposal, the Director Election Proposal or the Adjournment Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the vote with respect to the NASDAQ Proposal, the Director Election Proposal, the Management Incentive Plan Proposal and the Adjournment Proposal. The approval of the Cayman Charter Amendment Proposal requires that one hundred percent (100%) of AHPAC's shareholders entitled to vote thereon at the general meeting vote "FOR" the Cayman Charter Amendment Proposal. Failure to vote by proxy or in person at the general meeting and abstentions will have the same effect as a vote "AGAINST" this proposal.

Q:
How many votes do I have at the general meeting?

A:
AHPAC's shareholders are entitled to one vote on each proposal presented at the general meeting for each ordinary share held of record as of November 13, 2018, the record date for the general meeting. As of the close of business on the record date, there were 5,812,500 outstanding ordinary shares.

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Q:
What constitutes a quorum at the general meeting?

A:
A majority of the issued and outstanding AHPAC ordinary shares entitled to vote as of the record date at the general meeting must be present, in person or represented by proxy, at the general meeting to constitute a quorum and in order to conduct business at the general meeting. Abstentions will be counted as present for the purpose of determining a quorum. The initial shareholders, who currently own 100% of AHPAC's issued and outstanding ordinary shares, will count towards this quorum. In the absence of a quorum, the chairman of the general meeting has power to adjourn the general meeting. As of the record date for the general meeting, 2,906,251 AHPAC ordinary shares would be required to achieve a quorum.

    At the general meeting, we will count a properly executed proxy marked "ABSTAIN" with respect to a particular proposal as present for purposes of determining whether a quorum is present.

Q:
How will the sponsor, directors and officers vote?

A:
In connection with the IPO, the initial shareholders agreed to vote their founder shares and any public shares purchased during or after the IPO in favor of the business combination. None of the sponsor, directors or officers has purchased any AHPAC ordinary shares during or after the IPO and, as of the date of this joint proxy statement/prospectus, neither we nor the sponsor, directors or officers have entered into agreements, and are not currently in negotiations, to purchase shares prior to the consummation of the business combination. As a result, approval of all the proposals is expected.

Q:
What happens if I vote against the Business Combination Proposal?

A:
If you vote against the Business Combination Proposal but the Business Combination Proposal still obtains the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon, and who vote thereon, at the general meeting, then the Business Combination Proposal will be approved and, assuming the approval of the Domestication Proposal, the NASDAQ Proposal, the Management Incentive Plan Proposal and the Charter Proposals and the satisfaction or waiver of the other conditions to closing, the business combination will be consummated in accordance with the terms of the Merger Agreement.

    If you vote against the Business Combination Proposal and the Business Combination Proposal does not obtain the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon, and who vote thereon, at the general meeting, then the Business Combination Proposal will fail and we will not consummate the business combination.

Q:
Do I have redemption rights?

A:
No. Pursuant to AHPAC's existing amended and restated memorandum and articles of association, AHPAC was obligated to redeem all of AHPAC's public shares if the business combination was not consummated prior to October 14, 2018. AHPAC did not consummate a business combination prior to October 14, 2018, and as of October 31, 2018, all of AHPAC's outstanding public shares were redeemed. In either a redemption in connection with the business combination or a redemption in respect of a liquidation, the initial shareholders have waived their redemption rights or participation rights, respectively, in respect of their founder shares. The initial shareholders have also agreed not to seek redemption of any other AHPAC ordinary shares held by them in connection with a business combination.

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Q:
If I am a Company warrant holder, can I exercise redemption rights with respect to my public warrants?

A:
No. The holders of public warrants have no redemption rights with respect to the public warrants.

Q:
Do I have appraisal rights if I object to the proposed business combination?

A:
No. Appraisal rights are not available to holders of AHPAC shares in connection with the business combination.

Q:
What happens if the business combination is not consummated?

A:
There are certain circumstances under which the Merger Agreement may be terminated. Please see the section entitled "The Merger Agreement—Termination" for information regarding the parties' specific termination rights.

    Following the final redemption of our public shares in October 2018, our directors and the Class B Holders unanimously agreed that rather than commence the winding-up of AHPAC, AHPAC should instead continue in existence with the intent that it consummate the business combination with Organogenesis. If the business combination is not consummated, our directors and the Class B Holders will have to consider whether AHPAC will, at some future time, embark upon a new purpose as approved by the then shareholders and directors.

Q:
What do I need to do now?

A:
You are urged to read carefully and consider the information contained in this joint proxy statement/prospectus, including the Annexes, and to consider how the business combination will affect you as a shareholder. You should then vote as soon as possible in accordance with the instructions provided in this joint proxy statement/prospectus and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

Q:
How do I vote?

A:
If you were a holder of record of AHPAC ordinary shares on November 13, 2018, the record date for the general meeting, you may vote with respect to the proposals in person at the general meeting, or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

    Voting by Mail.    By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals named on the proxy card to vote your shares at the general meeting in the manner you indicate. We encourage you to sign and return the proxy card even if you plan to attend the general meeting so that your shares will be voted if you are unable to attend the general meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. Votes submitted by mail must be received by 5:00 p.m. Eastern Time on December 8, 2018.

    Voting in Person at the Meeting.    If you attend the general meeting and plan to vote in person, we will provide you with a ballot at the general meeting. If your shares are registered directly in your name, you are considered the shareholder of record and you have the right to vote in person at the general meeting. If you hold your shares in "street name," which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with

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    instructions on how to vote your shares or, if you wish to attend the general meeting and vote in person, you will need to bring to the general meeting a legal proxy from your broker, bank or nominee authorizing you to vote these shares. For additional information, please see the section entitled "Extraordinary General Meeting of AHPAC Shareholders" beginning on page 88 of this joint proxy statement/prospectus.

Q:
What will happen if I sign and return my proxy card without indicating how I wish to vote?

A:
Signed and dated proxies received by us without an indication of how the shareholder intends to vote on a proposal will be voted "FOR" each proposal presented to the shareholders. The proxy holders may use their discretion to vote on any other matters which properly come before the general meeting.

Q:
If I am not going to attend the general meeting in person, should I return my proxy card instead?

A:
Yes. Whether you plan to attend the general meeting or not, please read the enclosed joint proxy statement/prospectus carefully, and vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

Q:
If my shares are held in "street name," will my broker, bank or nominee automatically vote my shares for me?

A:
No. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. AHPAC believes the proposals presented to the shareholders at this general meeting will be considered non-discretionary and, therefore, your broker, bank, or nominee cannot vote your shares without your instruction on any of the proposals presented at the general meeting. If you do not provide instructions with your proxy, your broker, bank, or other nominee may deliver a proxy card expressly indicating that it is NOT voting your shares; this indication that a broker, bank, or nominee is not voting your shares is referred to as a "broker non-vote." Broker non-votes will not be counted for the purposes of determining the existence of a quorum or for purposes of determining the number of votes cast at the general meeting. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide.

Q:
May I change my vote after I have mailed my signed proxy card?

A:
Yes. You may change your vote by sending a later-dated, signed proxy card to AHPAC's Secretary at the address listed below so that it is received by AHPAC's Secretary prior to the general meeting or attend the general meeting in person and vote. You also may revoke your proxy by sending a notice of revocation to AHPAC's Secretary, which must be received by AHPAC's Secretary prior to the general meeting.

Q:
What should I do if I receive more than one set of voting materials?

A:
You may receive more than one set of voting materials, including multiple copies of this joint proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card.

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    Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.

Q:
Who will solicit and pay the cost of soliciting proxies for the general meeting?

A:
AHPAC will pay the cost of soliciting proxies for the general meeting. AHPAC has engaged MacKenzie Partners, Inc. ("MacKenzie Partners") to assist in the solicitation of proxies for the general meeting. AHPAC has agreed to pay MacKenzie Partners a fee of $15,000, plus disbursements, and will reimburse MacKenzie Partners for its reasonable out-of-pocket expenses and indemnify MacKenzie Partners and its affiliates against certain claims, liabilities, losses, damages and expenses. AHPAC will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of AHPAC's ordinary shares for their expenses in forwarding soliciting materials to beneficial owners of AHPAC's ordinary shares and in obtaining voting instructions from those owners. AHPAC's directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Q:
Who can help answer my questions?

A:
If you have questions about the proposals or if you need additional copies of this joint proxy statement/prospectus or the enclosed proxy card you should contact AHPAC's Secretary:

      Avista Healthcare Public Acquisition Corp.
      65 East 55th Street
      18th Floor
      New York, NY 10022
      (212) 593-6900
      Attention: Benjamin Silbert
      Email: silbert@avistacap.com

    You may also contact AHPAC's proxy solicitor at:

      MacKenzie Partners
      1407 Broadway, 27th Floor
      New York, New York 10018
      1-800-322-2885 (Toll-Free)
      or
      1-212-929-5500 (call collect)
      Email: proxy@mackenziepartners.com

    To obtain timely delivery, AHPAC's shareholders must request the materials no later than five business days prior to the general meeting.

    You may also obtain additional information about us from documents filed with the SEC by following the instructions in the section entitled "Where You Can Find More Information."

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QUESTIONS AND ANSWERS FOR ORGANOGENESIS STOCKHOLDERS

Q:
Why am I receiving this joint proxy statement/prospectus?

A:
Organogenesis stockholders are being asked to consider and vote upon a proposal to approve the Merger Agreement and the transactions contemplated by the Merger Agreement (including the business combination). As a result of the business combination, AHPAC will acquire Organogenesis. Subject to the terms of the Merger Agreement, holders of Organogenesis common stock immediately prior to the effective time of the merger will be entitled to receive 2.03 fully paid and non-assessable shares of ORGO Class A common stock for each share of Organogenesis common stock held by them. A copy of the Merger Agreement, including each amendment thereto through the date hereof is attached to this joint proxy statement/prospectus as Annex A.

    This joint proxy statement/prospectus and its Annexes contain important information about the Merger Agreement and the transactions contemplated by the Merger (including the proposed business combination). Organogenesis stockholders should read this joint proxy statement/prospectus and its Annexes carefully and in their entirety.

    Organogenesis stockholders are encouraged to return their proxy card as soon as possible after carefully reviewing this joint proxy statement/prospectus and its Annexes.

Q:
When and where will the special meeting be held?

A:
The special meeting will be held at the offices of Foley Hoag LLP, 155 Seaport Boulevard, Boston, MA 02210 on December 10, 2018, at 9:00 a.m., Eastern Time, unless the special meeting is adjourned.

Q:    What am I being asked to approve?

A:
Organogenesis stockholders are being asked to approve the Merger Agreement and the transactions contemplated by the Merger Agreement.

Q:
Who is entitled to vote?

A:
The holders of Organogenesis common stock as of the Organogenesis record date (November 19, 2018) are entitled to vote on matters that come before the special meeting. However, a stockholder may only vote his or her shares if he or she is present in person or is represented by proxy at the special meeting.

Q:
How can I vote?

A:
If you are a holder of record of Organogenesis common stock on the record date, you may vote in person at the special meeting or by submitting a proxy for the special meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card to Organogenesis' secretary by mailing it to 85 Dan Road, Canton, MA 02021, Attention: Lori Freedman, so that it is received by Organogenesis' secretary prior to the vote at the special meeting (which is scheduled to take place on December 10, 2018).

Q:
How many votes do I have?

A:
Each share of Organogenesis common stock is entitled to one vote per share at the special meeting. As of the close of business on the Organogenesis record date, there were [    ·    ] shares of Organogenesis common stock outstanding and entitled to vote.

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Q:
What constitutes a quorum?

A:
A quorum of Organogenesis stockholders is necessary to hold a valid meeting. A quorum will be present at the Organogenesis special meeting if a majority of the capital stock issued and outstanding and entitled to vote is represented in person or by proxy. As of the Organogenesis record date for the special meeting, 18,306,317 shares of Organogenesis common stock would be required to achieve a quorum.

Q:
What vote is required to approve the Organogenesis Business Combination Proposal at the special meeting?

A:
The approval of the Organogenesis Business Combination Proposal requires the affirmative vote for the proposal by the holders of a majority of the capital stock issued and outstanding and entitled to vote at the Organogenesis special meeting.

Q:
What are the recommendations of Organogenesis' board of directors?

A:
Organogenesis' board of directors believes that the Organogenesis Business Combination Proposal is in the best interest of Organogenesis' stockholders and recommends that its stockholders vote "FOR" the Organogenesis Business Combination Proposal.

    The existence of financial and personal interests of one or more of Organogenesis' directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of Organogenesis and its stockholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that stockholders vote for the proposals. See the section entitled "Organogenesis Special Meeting—Recommendation to Organogenesis' Stockholders" for a further discussion of this.

Q:
How do other Organogenesis stockholders intend to vote?

A:
In connection with the Business Combination, Controlling Entities (other than Starr Wisdom) have entered into a support agreement pursuant to which they have agreed to support and vote all of their shares of Organogenesis common stock in favor of such proposal.

Q:
What happens if the business combination is not consummated?

A:
If the Merger Agreement is not adopted by Organogenesis stockholders or if the business combination is not completed for any other reason, Organogenesis will remain an independent private company.

Q:
Do Organogenesis stockholders have appraisal rights in connection with the proposed Business Combination?

A:
Yes. Pursuant to Section 262 of the DGCL, holders of Organogenesis common stock who comply with the applicable requirements of Section 262 of the DGCL and do not otherwise withdraw or lose the right to appraisal under Delaware law have the right to seek appraisal of the fair value of their shares of Organogenesis common stock, as determined by the Delaware Court of Chancery, if the business combination is completed. The "fair value" of your shares of Organogenesis common stock as determined by the Delaware Court of Chancery may be more or less than, or the same as, the value of the consideration that you are otherwise entitled to receive under the Merger Agreement. Holders of Organogenesis common stock who do not vote in favor of the adoption of the Merger Agreement and who wish to preserve their appraisal rights must so advise Organogenesis by submitting a demand for appraisal within the period prescribed by Section 262 of the DGCL after receiving a notice from Organogenesis or the combined company that appraisal rights are available to them, and must otherwise precisely follow the procedures prescribed by

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    Section 262 of the DGCL. Failure to follow any of the statutory procedures set forth in Section 262 of the DGCL will result in the loss or waiver of appraisal rights under Delaware law. In view of the complexity of Section 262 of the DGCL, Organogenesis common stock holders who may wish to pursue appraisal rights should consult their legal and financial advisors. Please see the section titled "Appraisal Rights" beginning on page 277 of this joint proxy statement/prospectus.

Q:
What do I need to do now?

A:
Organogenesis urges you to read carefully and consider the information contained in this joint proxy statement/prospectus, including the annexes, and to consider how the business combination will affect you as a stockholder of Organogenesis. Stockholders should then vote as soon as possible in accordance with the instructions provided in this joint proxy statement/prospectus and on the enclosed proxy card.

Q:
What happens if I sell my shares of Organogenesis common stock before the special meeting?

A:
The Organogenesis record date for the special meeting is earlier than the date of the special meeting and earlier than the date that the Business Combination is expected to be completed. If you transfer your shares of Organogenesis common stock after the applicable record date, but before the special meeting, unless you grant a proxy to the transferee, you will retain your right to vote at such special meeting.

Q:
May I change my vote after I have mailed my signed proxy card?

A:
Yes. Stockholders may send a later-dated, signed proxy card to Organogenesis' secretary by mailing it to 85 Dan Road, Canton, MA 02021, Attention: Lori Freedman, so that it is received by Organogenesis' secretary prior to the vote at the special meeting (which is scheduled to take place on December 10, 2018) or attend the special meeting in person and vote. Stockholders also may revoke their proxy by sending a notice of revocation to Organogenesis' secretary, which must be received by Organogenesis' secretary prior to the vote at the special meeting. Stockholders may send a notice of revocation by emailing it to Organogenesis, Attention: Lori Freedman, at lfreedman@organo.com.

Q:
What happens if I fail to take any action with respect to the special meeting?

A:
If you fail to take any action with respect to the special meeting and the business combination is approved by stockholders and the Business Combination is consummated, you will become a stockholder of ORGO. If you fail to take any action with respect to the special meeting and the Business Combination is not approved, you will remain a stockholder of Organogenesis.

Q:
What should I do with my stock certificates?

A:
Upon the closing of the Business Combination, holders of Organogenesis common stock will receive shares of ORGO Class A common stock without needing to take any action and accordingly such holders should not submit the certificates relating to their shares of Organogenesis common stock.

Q:
What should I do if I receive more than one set of voting materials?

A:
Organogenesis stockholders may receive more than one set of voting materials, including multiple copies of this joint proxy statement/prospectus and multiple proxy cards or voting instruction cards. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and

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    voting instruction card that you receive in order to cast a vote with respect to all of your shares of Organogenesis common stock.

Q:
Who can help answer my questions?

A:
If you have any questions about the Merger or how to return your proxy card, or if you need additional copies of this joint proxy statement/prospectus, you should contact Lori Freedman by phone at (781) 830-2338 or by email to lfreedman@organo.com or by mailing your request to 85 Dan Road, Canton, MA 02021.

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SUMMARY TERM SHEET

        This summary term sheet, together with the sections entitled "Questions and Answers About the Proposals for AHPAC Shareholders" "Questions and Answers for Organogenesis Stockholders" and "Summary of the Joint Proxy Statement/Prospectus," summarizes certain information contained in this joint proxy statement/prospectus, but does not contain all of the information that is important to you. You should read carefully this entire joint proxy statement/prospectus, including the attached Annexes, for a more complete understanding of the matters to be considered at the general meeting. In addition, for definitions used commonly throughout this joint proxy statement/prospectus, including this summary term sheet, please see the section entitled "Frequently Used Terms."

    Avista Healthcare Public Acquisition Corp., a Cayman Islands exempted company, or AHPAC, is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

    On August 17, 2018, AHPAC, Merger Sub and Organogenesis entered into the Merger Agreement, a copy of which is attached to this joint proxy statement/prospectus as Annex A. Pursuant to the terms of the Merger Agreement, Merger Sub will merge with and into Organogenesis, with Organogenesis surviving the merger (the "merger"). Prior to the merger, AHPAC will change its jurisdiction of incorporation from the Cayman Islands to the State of Delaware by deregistering as an exempted company in the Cayman Islands under the Cayman Islands Companies Law (2018 Revision), and domesticating as a corporation incorporated under the laws of the State of Delaware under Section 388 of the Delaware General Corporation Law.

    In connection with the execution and delivery of the Merger Agreement, sponsor and certain directors of AHPAC, who together own all of AHPAC's founder shares entered into a letter agreement (the "Parent Sponsor Letter Agreement") pursuant to which, (i) such holders surrendered to AHPAC at the execution of the Merger Agreement, an aggregate of 1,937,500 founder shares and (ii) such holders agreed to surrender an aggregate of 4,421,507 founder shares and 16,400,000 private placement warrants at the consummation of the business combination. All such founder shares and private placement warrants shall be cancelled.

    Concurrently with the signing of the Merger Agreement, AHPAC entered into a subscription agreement (the "Subscription Agreement") with the PIPE Investors for the purchase and sale of 9,022,741 shares of ORGO Class A common stock and 4,100,000 PIPE warrants (the "equity financing") for an aggregate purchase price of $46 million, to be consummated concurrently with the consummation of the business combination. The effective price to the PIPE Investors of the equity financing is approximately $5.10 per share of ORGO Class A common stock. The PIPE Investors also purchased, concurrently with the execution and delivery of the Merger Agreement, 3,221,050 shares of Organogenesis common stock for an aggregate purchase price of $46 million, or approximately $14.28 per share of Organogenesis common stock (such subscription, collectively with the equity financing, the "private investment"). The purpose of the private investment is to fund the business combination and related transactions and for general corporate purposes. The effective price of the private investment to the PIPE Investors is approximately $5.91 per share of ORGO Class A common stock across their aggregate $92 million investment. As a result of the incremental surrender of founder shares agreed to by the Class B Holders in connection with the equity financing pursuant to the terms of the Parent Sponsor Letter Agreement, the effective price of the equity financing to ORGO is approximately $7.035 per share of ORGO Class A common stock. The warrants surrendered by the Class B Holders do not impact these calculations, as no purchase price was allocated to the warrants in light of the exercise price of the warrants.

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    Concurrently with the signing of the Merger Agreement, the Insider Lenders executed and delivered to AHPAC the Exchange Agreement relating to outstanding obligations of Organogenesis owed to creditors who are insiders of Organogenesis (the "Organogenesis Insider Debt") whereby such creditors and AHPAC agreed that, concurrently with the consummation of the business combination, a portion of the Organogenesis Insider Debt will be converted into ORGO Class A common stock, and AHPAC will make a cash payment to such creditors in satisfaction of the remaining portion of the Organogenesis Insider Debt, including the accrued and unpaid interest and any fees with respect to the Organogenesis Insider Debt (the "exchange"). Following the consummation of the transactions contemplated by the Exchange Agreement, the Organogenesis Insider Debt will be deemed fully paid and satisfied in full and will be discharged and terminated.

    There are currently 5,812,500 AHPAC ordinary shares issued and outstanding, consisting of (i) no AHPAC Class A ordinary shares originally issued in the IPO, (ii) 5,312,500 AHPAC Class B ordinary shares that were initially issued to the sponsor, a portion of which was transferred to certain independent directors following the IPO and (iii) 500,000 AHPAC Class A ordinary shares that were initially issued to the sponsor as Class B ordinary shares and were converted to Class A ordinary shares by the sponsor on November 15, 2018. There are currently no shares of AHPAC preferred stock issued and outstanding. In addition, AHPAC issued 31,000,000 public warrants to purchase AHPAC Class A ordinary shares as part of the units sold in the IPO and 16,400,000 private placement warrants to the sponsor in a private placement concurrently with the IPO. Each warrant entitles its holder to purchase one-half of one AHPAC Class A ordinary share where two warrants must be exercised for one whole AHPAC Class A ordinary share at an exercise price of $11.50 per share, and can be exercised only for a whole number of AHPAC Class A ordinary shares. The warrants will become exercisable 30 days after the completion of the business combination and they expire five years after the completion of the business combination or earlier upon their redemption or liquidation. Once the warrants become exercisable, the public warrants may be redeemed, at a price of $0.01 per warrant, if the last sale price of the AHPAC Class A ordinary shares equals or exceeds $24.00 per share for any 20 trading days within a 30 trading day period ending on the third business day before the notice of redemption is sent to the warrant holders. The private placement warrants, however, are non-redeemable so long as they are held by the sponsor or its permitted transferees. For more information regarding the warrants, please see the section entitled "Description of Securities."

    On the effective date of the domestication, each currently issued and outstanding AHPAC Class A ordinary share will be exchanged, on a one-for-one basis, for a share of ORGO Class A common stock. Similarly, each currently issued and outstanding AHPAC Class B ordinary share will be exchanged, on a one-for-one basis, for a share of ORGO Class B common stock. In addition, all outstanding warrants to acquire AHPAC Class A ordinary shares will become warrants to acquire a corresponding number of shares of ORGO Class A common stock on the same terms as in effect immediately prior to the effective time of the domestication. No other changes will be made to the terms of any outstanding warrants to acquire AHPAC Class A ordinary shares as a result of the domestication. See the section entitled "Proposal No. 2—The Domestication Proposal."

    Organogenesis is a leading regenerative medicine company focused on the development, manufacture and commercialization of solutions for the Advanced Wound Care and Surgical & Sports Medicine markets. Its products have been shown through clinical and scientific studies to support and in some cases accelerate tissue healing and improve patient outcomes. Organogenesis is advancing the standard of care in each phase of the healing process through multiple breakthroughs in tissue engineering and cell therapy. Its solutions address large and growing markets driven by aging demographics and increases in comorbidities such as diabetes,

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      obesity, cardiovascular and peripheral vascular disease and smoking. Organogenesis offers its differentiated products and in-house customer support to a wide range of health care customers including hospitals, wound care centers, government facilities, ASCs and physician offices. Its mission is to provide integrated healing solutions that substantially improve medical outcomes and the lives of patients while lowering the overall cost of care.

        For more information about Organogenesis, please see the sections entitled "Information about Organogenesis," "Organogenesis Management's Discussion and Analysis of Financial Condition and Results of Operations", "Organogenesis Management" and "Management after the Business Combination."

    Subject to the terms of the Merger Agreement and customary adjustments set forth therein, each share of Organogenesis common stock issued and outstanding immediately prior to the effective time of the merger shall be automatically cancelled, extinguished and converted, into the right to receive 2.03 shares (the "exchange ratio") of validly issued, fully paid and nonassessable shares of ORGO Class A common stock. Each Organogenesis warrant (other than Organogenesis warrants that expire or are deemed automatically net exercised immediately prior to the effective time according to their terms as of the date of the Merger Agreement as a result of the transactions contemplated by the Merger Agreement) will be converted into a new warrant for shares of ORGO Class A common stock (a "replacement warrant"). Each replacement warrant shall have, and be subject to, substantially the same terms and conditions set forth in the Organogenesis warrants, except that: (i) the number of shares of ORGO Class A common stock which can be purchased with each replacement warrant shall equal a number of shares equal to (as rounded down to the nearest whole number) the product of (A) the number of shares of Organogenesis common stock (on an as-converted to Organogenesis common stock basis) that the Organogenesis warrant entitled the holder thereof to acquire immediately prior to the effective time, multiplied by (B) the exchange ratio; and (ii) the exercise price for each replacement warrant shall be equal to (as rounded up to the nearest whole cent) the quotient of (A) the exercise price of the Organogenesis warrant (in U.S. Dollars), divided by (B) the exchange ratio. Each option to purchase shares of Organogenesis common stock ("Organogenesis option") will be exchanged for an option to purchase a number of shares of ORGO Class A common stock equal to the number of shares underlying the Organogenesis option multiplied by the exchange ratio (rounded down to the nearest whole number) at an exercise price equal to the exercise price of the Organogenesis option divided by the exchange ratio (as rounded up to the nearest cent). For more information about the Merger Agreement, please see the section entitled "The Merger Agreement."

    It is anticipated that, upon completion of the business combination: (i) AHPAC's public shareholders will retain no ownership in ORGO; (ii) the sponsor will own approximately 1.4% of ORGO; (iii) the Organogenesis Stockholders will own approximately 82.5% of ORGO (including the shares issued to the Insider Lenders in connection with the exchange and excluding shares held by the PIPE Investors); and (iv) the PIPE Investors will own approximately 16.1% of ORGO. The ownership percentages of ORGO following the business combination exclude the AHPAC Class A ordinary shares issuable upon the exercise of the AHPAC warrants and the shares issuable upon exercise of the warrants for ORGO common stock that will be issued in connection with and remain outstanding following the business combination, other than the replacement warrants, and assume (i) the consummation of the equity financing and the exchange and (ii) that approximately 96.8 million shares of ORGO common stock are outstanding (including shares of ORGO common stock issuable upon the exercise of outstanding options and replacement warrants, calculated on a treasury stock method basis at a price per share of $7.035). For more information, please see the sections entitled "Summary of the Joint Proxy Statement/Prospectus—Ownership of AHPAC" and "Unaudited Pro Forma Condensed Combined Financial Information." See the section titled "The Merger Agreement—Related

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      Agreements—PIPE Subscription Agreement" beginning on page 12 of this joint proxy statement/prospectus for further details regarding the equity financing.

    AHPAC's management and the AHPAC Board considered various factors in determining whether to approve the Merger Agreement and the transactions contemplated thereby, including the business combination. See the section entitled "The Business Combination—The AHPAC Board's Reasons for the Approval of the Business Combination" on page 106 of this joint proxy statement/prospectus.

    In addition to voting on the proposals to approve the business combination and the domestication, at the general meeting, the shareholders of AHPAC will be asked to vote on:

    The Charter Proposals—To consider and vote upon eight separate proposals to approve, assuming the Business Combination Proposal and the Domestication Proposal are approved and adopted, certain material differences between AHPAC's existing amended and restated memorandum and articles of association and the proposed certificate and proposed bylaws of ORGO following the domestication, which we refer to collectively as the "Charter Proposals";

    Proposal No. 11—The Cayman Charter Amendment Proposal—To consider and vote upon amendments to AHPAC's existing organizational documents to eliminate the limited period of time that AHPAC had to consummate the business combination, to eliminate any requirement to take certain actions as a result of the failure to complete a business combination in such limited period of time, and to ratify the actions of AHPAC and its directors in connection therewith;

    Proposal No. 12—The Director Election Proposal—To consider and vote upon a proposal to elect eight directors to serve on the ORGO Board until the 2019 annual meeting of shareholders, or until their respective successors are duly elected and qualified, which we refer to as the "Director Election Proposal";

    Proposal No. 13—The Management Incentive Plan Proposal—To consider and vote on a proposal to approve and adopt, assuming the Charter Proposals, the Domestication Proposal and the Business Combination Proposal are all approved and adopted, the Organogenesis 2018 Equity and Incentive Plan (the "2018 Equity Incentive Plan") and the material terms thereunder, which we refer to as the "Management Incentive Plan Proposal". A copy of the 2018 Equity Incentive Plan is attached to the accompanying joint proxy statement/prospectus as Annex J;

    Proposal No. 14—The NASDAQ Proposal—To consider and vote upon a proposal to approve, assuming the Charter Proposals, the Domestication Proposal and the Business Combination Proposal are all approved and adopted, for purposes of complying with applicable provisions of NASDAQ Listing Rule 5635, the issuance of more than 20% of AHPAC's issued and outstanding ordinary shares (or issued and outstanding common stock following the domestication) to the Organogenesis Stockholders in connection with the business combination and to participants in the equity financing and the exchange and the related change of control, which we refer to as the "NASDAQ Proposal"; and

    Proposal No. 15—Adjournment Proposal—To consider and vote upon a proposal to approve the adjournment of the general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of one or more proposals to be submitted for shareholder approval at the general meeting, which we refer to as the "Adjournment Proposal."

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    Please see the sections entitled "Proposal No. 1—The Business Combination Proposal," "Proposal No. 2—The Domestication Proposal," "The Charter Proposals," "Proposal No. 11—The Cayman Charter Amendment Proposal," "Proposal No. 12—The Director Election Proposal," "Proposal No. 13—The Management Incentive Plan Proposal," "Proposal No. 14—The NASDAQ Proposal" and "Proposal No. 15—The Adjournment Proposal." The transactions contemplated by the Merger Agreement will be consummated only if the Business Combination Proposal, the Domestication Proposal, the NASDAQ Proposal, the Management Incentive Plan Proposal and the Charter Proposals are approved at the general meeting. Each other proposal is conditioned on the approval of the Business Combination Proposal, the Domestication Proposal, the Charter Proposals, the Management Incentive Plan Proposal and the NASDAQ Proposal, other than the Adjournment Proposal and the Cayman Charter Amendment Proposal, which are not conditioned on the approval of any other proposal set forth in this joint proxy statement/prospectus.

    The Organogenesis Stockholders will be asked to approve the Merger Agreement and the transactions contemplated by the Merger Agreement at a special meeting of Organogenesis' stockholders to be held at the offices of Foley Hoag LLP, 155 Seaport Boulevard, Boston, MA 02210 on December 10, 2018, at 9:00 a.m., Eastern Time (the "Organogenesis special meeting") For more information about the Organogenesis special meeting, please see the section entitled "Questions and Answers for Organogenesis Stockholders."

    Unless waived by the parties to the Merger Agreement, and subject to applicable law, the consummation of the business combination is subject to a number of conditions set forth in the Merger Agreement including, among others, termination of the waiting period under the HSR Act and receipt of certain shareholder approvals contemplated by this joint proxy statement/prospectus. For more information about the closing conditions to the business combination, please see the section entitled "The Merger Agreement—Conditions to Closing of the Business Combination."

    The Merger Agreement may be terminated at any time prior to the consummation of the business combination upon agreement of AHPAC and Organogenesis. For more information about the termination rights under the Merger Agreement, please see the section entitled "The Merger Agreement—Termination."

    The proposed business combination involves numerous risks. For more information about these risks, please see the section entitled "Risk Factors."

    In considering the recommendation of the AHPAC Board to vote for the proposals presented at the general meeting, including the Business Combination Proposal, you should be aware that aside from their interests as shareholders, the sponsor and certain members of the AHPAC Board and officers have interests in the business combination that are different from, or in addition to, the interests of AHPAC's shareholders generally. The AHPAC Board was aware of and considered these interests, among other matters, in evaluating and negotiating the business combination and transaction agreements and in recommending to AHPAC's shareholders that they vote in favor of the proposals presented at the general meeting, including the Business Combination Proposal. Shareholders should take these interests into account in deciding whether to approve the proposals presented at the general meeting, including the Business Combination Proposal. See the sections "The Business Combination—Interests of Certain Persons in the Business Combination" and "—The AHPAC Board's Reasons for the Approval of the Business Combination" for more information.


SUMMARY OF THE JOINT PROXY STATEMENT/PROSPECTUS

        This summary highlights selected information contained in this joint proxy statement/prospectus and does not contain all of the information that is important to you. You should read carefully this entire joint

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proxy statement/prospectus, including the Annexes and accompanying financial statements of AHPAC and Organogenesis, to fully understand the proposed business combination (as described below) before voting on the proposals to be considered at the general meeting (as described below). Please see the section entitled "Where You Can Find More Information" beginning on page 300 of this joint proxy statement/prospectus.

        Unless otherwise specified, all share calculations exclude the AHPAC Class A ordinary shares issuable upon the exercise of the AHPAC warrants and the warrants for ORGO common stock that will be issued in connection with and remain outstanding following the business combination and assume the consummation of the equity financing and the exchange.

Parties to the Business Combination

        AHPAC is a blank check company incorporated on December 4, 2015 as a Cayman Islands exempted company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.

        AHPAC's publicly traded ordinary shares, units and warrants are currently listed on the NASDAQ Capital Market under the symbols "AHPA," "AHPAU" and "AHPAW," respectively. AHPAC intends to apply to continue the listing of our publicly traded ORGO common stock and warrants on NASDAQ under the symbols "ORGO" and "ORGOW," respectively, upon the closing of the business combination. As a result, AHPAC's publicly traded units may separate into the component securities upon consummation of the business combination and, as a result, may no longer trade as a separate security. As of the close of business on October 30, 2018, trading has been suspended on AHPAC's ordinary shares, units and warrants as a result of the redemption on October 31, 2018 of all of AHPAC's public shares. On November 2, 2018, as a result of the redemption of the public shares, NASDAQ issued a delisting notice in respect of the AHPAC units, AHPAC Class A ordinary shares and AHPAC warrants to purchase Class A ordinary shares to AHPAC. On November 9, 2018, AHPAC submitted a request for an oral hearing before the Hearings Panel to appeal the delisting determination pursuant to the procedures set forth in the NASDAQ rules. That hearing is scheduled to take place on December 13, 2018.

        The mailing address of AHPAC's principal executive office is 65 East 55th Street, 18th Floor, New York, New York. The telephone number of AHPAC is (212) 593-6900.

    Merger Sub

        Merger Sub, a Delaware corporation, is a wholly-owned subsidiary of AHPAC, formed by AHPAC on August 17, 2017, to consummate the business combination. In the business combination, Merger Sub will merge with and into Organogenesis, with Organogenesis continuing as the surviving entity.

        The mailing address of AHPAC's principal executive office is 65 East 55th Street, 18th Floor, New York, New York. The telephone number of AHPAC is (212) 593-6900.

    Organogenesis

        Organogenesis is a leading regenerative medicine company focused on the development, manufacture and commercialization of solutions for the Advanced Wound Care and Surgical & Sports Medicine markets. Its products have been shown through clinical and scientific studies to support and in some cases accelerate tissue healing and improve patient outcomes. Organogenesis is advancing the standard of care in each phase of the healing process through multiple breakthroughs in tissue engineering and cell therapy. Its solutions address large and growing markets driven by aging demographics and increases in comorbidities such as diabetes, obesity, cardiovascular and peripheral vascular disease and smoking. Organogenesis offers its differentiated products and in-house customer

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support to a wide range of health care customers including hospitals, wound care centers, government facilities, ASCs and physician offices. Its mission is to provide integrated healing solutions that substantially improve medical outcomes and the lives of patients while lowering the overall cost of care.

        Organogenesis offers a comprehensive portfolio of products in the markets it serves that address patient needs across the continuum of care. Organogenesis has and intends to continue to generate data from clinical trials, real world outcomes and health economics research that validate the clinical efficacy and value proposition offered by its products. The majority of the existing and pipeline products in its portfolio have premarket approval applications ("PMA") approval, biologics license applications ("BLA") approval or 510(k) clearance from the United States Food and Drug Administration (the "FDA"). Given the extensive time and cost required to conduct clinical trials and receive FDA approvals, Organogenesis believes that its data and regulatory approvals provide it a strong competitive advantage. Organogenesis' product development expertise and multiple technology platforms provide a robust product pipeline, which it believes will drive future growth.

        Historically Organogenesis has concentrated its efforts in the Advanced Wound Care market. In 2017, Organogenesis acquired NuTech Medical which further expanded its wound care portfolio and broadened its addressable market to include the Surgical & Sports Medicine market. Organogenesis believes the expanded product portfolio facilitated by this acquisition is enhancing the ability of its sales representatives to reach and penetrate customer accounts, contributing to strong growth over time.

        In the Advanced Wound Care market, Organogenesis focuses on the development and commercialization of advanced wound care products for the treatment of chronic and acute wounds, primarily in the outpatient setting. Organogenesis has a comprehensive portfolio of regenerative medicine products, capable of supporting patients from early in the wound healing process through to wound closure regardless of wound type. Organogenesis' Advanced Wound Care products include Apligraf for the treatment of venous leg ulcers ("VLUs") and diabetic foot ulcers ("DFUs"); Dermagraft for the treatment of DFUs; PuraPly AM to address biofilm (densely packed communities of microbial cells that grow on living or inert surfaces and surround themselves with polymers) across a broad variety of wound types; and Affinity and NuShield to address a variety of wound sizes and types. Organogenesis has a highly trained and specialized direct wound care sales force paired with exceptional customer support services.

        In the Surgical & Sports Medicine market, Organogenesis focuses on products that support the healing of musculoskeletal injuries, including degenerative conditions such as OA and tendonitis. Organogenesis is leveraging its regenerative medicine capabilities in this attractive, adjacent market. Organogenesis' Surgical & Sports Medicine products include ReNu for in-office joint and tendon applications; NuCel for bony fusion in the spine and extremities; NuShield and Affinity for surgical application in targeted soft tissue repairs; and PuraPly AM for surgical treatment of open wounds. Organogenesis currently sells these products through independent agencies and our growing direct sales force.

        As of September 30, 2018, Organogenesis had approximately 675 employees worldwide. For the nine months ended September 30, 2018, Organogenesis generated revenue of $129.9 million, which represents an 11% decrease over the same period in 2017. For the nine months ended September 30, 2018, Organogenesis incurred operating expenses of $125.6 million, which represents a 21% increase over the same period in 2017. For the year ended December 31, 2017, Organogenesis generated revenue of $198.5 million, which represented a 43% increase over 2016 and a 100% increase over 2015. For the year ended December 31, 2017, Organogenesis incurred operating expenses of $142.8 million, which represented a 44% increase over 2016 and a 98% increase over 2015.

        The mailing address of Organogenesis' principal executive office is 85 Dan Road, Canton, MA 02021, c/o Lori Freedman, General Counsel. The telephone number of Organogenesis is (781) 575-0775. For more information about Organogenesis, please see the sections entitled

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"Information About Organogenesis," "Organogenesis Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Management after the business combination."

The Business Combination Proposal

        On August 17, 2018, AHPAC entered into the Merger Agreement, which provides for, among other things, the merger of Merger Sub with and into Organogenesis, with Organogenesis surviving the merger (the "merger"). For more information about the transactions contemplated in the Merger Agreement, please see the sections entitled "The Business Combination" and "The Merger Agreement." A copy of the Merger Agreement is attached to this joint proxy statement/prospectus as Annex A.

Consideration to Organogenesis Stockholders in the Business Combination

Holders of Organogenesis common stock

        Subject to the terms and conditions of the Merger Agreement, each share of Organogenesis common stock will be converted into the right to receive 2.03 shares of ORGO Class A common stock.

Holders of Organogenesis Warrants

        Subject to the terms and conditions of the Merger Agreement, each Organogenesis warrant (other than Organogenesis warrants that expire or are deemed automatically net exercised immediately prior to the effective time according to their terms as of the date of the Merger Agreement as a result of the transactions contemplated by the Merger Agreement) will be converted into a new warrant for shares of ORGO Class A common stock ("replacement warrant"). Each replacement warrant shall have, and be subject to, substantially the same terms and conditions set forth in the Organogenesis warrants, except that: (i) the number of shares of ORGO Class A common stock which can be purchased with each replacement warrant shall equal a number of shares equal to (as rounded down to the nearest whole number) the product of (A) the number of shares of Organogenesis common stock (on an as-converted to Organogenesis common stock basis) that the Organogenesis warrant entitled the holder thereof to acquire immediately prior to the effective time, multiplied by (B) the exchange ratio; and (ii) the exercise price for each replacement warrant shall be equal to (as rounded up to the nearest whole cent) the quotient of (A) the exercise price of the Organogenesis warrant (in U.S. Dollars), divided by (B) the exchange ratio.

Holders of Organogenesis Options

        Subject to the terms and conditions of the Merger Agreement, each Organogenesis option will be exchanged for an option to purchase a number of shares of ORGO Class A common stock equal to the number of shares underlying the Organogenesis option multiplied by the exchange ratio (rounded down to the nearest whole number) at an exercise price equal to the exercise price of the Organogenesis option divided by the exchange ratio (as rounded up to the nearest whole cent).

        For more information about the consideration to the Organogenesis Stockholders, please see the section entitled "The Business Combination—Consideration to Organogenesis Stockholders in the Business Combination".

The Domestication Proposal

        As a condition to consummating the merger pursuant to the terms of the Merger Agreement, the AHPAC Board has unanimously approved a change of AHPAC's jurisdiction of incorporation by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware. To effect the domestication, AHPAC will file a notice of de-registration with the Cayman Islands Registrar of Companies, together with the

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necessary accompanying documents, and file a certificate of incorporation and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which AHPAC will be domesticated and continue as a Delaware corporation. After the domestication, AHPAC will change its name to "Organogenesis Holdings Inc." We refer to AHPAC following effectiveness of the domestication as "ORGO." On the effective date of the domestication, each currently issued and outstanding AHPAC Class A ordinary share will be exchanged, on a one-for-one basis, for a share of ORGO Class A common stock. Similarly, each currently issued and outstanding AHPAC Class B ordinary share will be exchanged, on a one-for-one basis, for a share of ORGO Class B Common Stock. In addition, all outstanding warrants to acquire AHPAC Class A ordinary shares will become warrants to acquire a corresponding number of shares of ORGO Class A common stock on the same terms as in effect immediately prior to the effective time of the domestication. No other changes will be made to the terms of any outstanding warrants to acquire AHPAC Class A ordinary shares as a result of the domestication. See the section entitled "Proposal No. 2—The Domestication Proposal".

Related Agreements

    Company Support Agreement

        Shortly after the execution and delivery of the Merger Agreement, Organogenesis Stockholders holding approximately 89% of the outstanding shares of common stock of Organogenesis executed and delivered to AHPAC a Company Support Agreement, which is attached hereto as Annex B. Pursuant to the Company Support Agreement, certain Organogenesis Stockholders agreed, amongst other things, to retain their Organogenesis common stock, to support and vote all of their shares of Organogenesis common stock in favor of the business combination and otherwise to act in a manner consistent with support of the business combination. See the sections titled "The Merger Agreement—Related Agreements—Company Support Agreement" beginning on page 127 of this joint proxy statement/prospectus for more information.

    Parent Support Agreement

        Shortly after the execution and delivery of the Merger Agreement, the sponsor entered into a Parent Support Agreement, which is attached hereto as Annex C, with Organogenesis. Pursuant to the Parent Support Agreement, sponsor agreed, amongst other things, that it would retain ownership of the founder shares, except as contemplated by the Parent Sponsor Letter, and to vote in favor of the business combination at any meeting of the shareholders of AHPAC and otherwise to act in a manner consistent with support of the business combination. See the sections titled "The Merger Agreement—Related Agreements—Parent Support Agreement" beginning on page 128 of this joint proxy statement/prospectus for more information.

    Trust Termination Letter

        Pursuant to the closing of the business combination, AHPAC will deliver to the transfer agent a Trust Termination Letter, substantially in the form attached hereto as Annex D. The Trust Termination Letter provides notice and instructions to the trustee with respect to the transfer of funds from AHPAC's trust account following the business combination. See the sections titled "The Merger Agreement—Related Agreements—Trust Termination Letter" beginning on page 128 of this joint proxy statement/prospectus for more information.

    Amended and Restated Registration Rights Agreement

        At or prior to the closing of the business combination, AHPAC, the sponsor and the restricted stockholders will enter into an Amended and Restated Registration Rights Agreement in respect of the shares of ORGO common stock and ORGO warrants issued to the restricted stockholders in

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connection with the business combination, providing for, among other things, customary registration rights, including demand and piggy-back rights, subject to cut-back provisions, substantially in the form attached hereto as Annex E. See the section titled "The Merger Agreement—Related Agreements—Amended and Restated Registration Rights Agreement" beginning on page 128 of this joint proxy statement/prospectus for more information.

    Exchange Agreement

        Concurrently with the execution and delivery of the Merger Agreement, certain creditors of Organogenesis executed and delivered to AHPAC an Exchange Agreement, which is attached hereto as Annex F. Pursuant to the Exchange Agreement, concurrently with the closing of the business combination, a portion of the Organogenesis Insider Debt will be converted into shares of ORGO Class A common stock and AHPAC will make a cash payment to such Insider Lenders in satisfaction of the remaining portion of the obligations under the Organogenesis Insider Debt. See the section titled "The Merger Agreement—Related Agreements—Exchange Agreement" beginning on page 128 of this joint proxy statement/prospectus for more information.

    Subscription Agreements

        Concurrently with the execution and delivery of the Merger Agreement, the PIPE Investors entered into a subscription agreement with AHPAC (the "PIPE Subscription Agreement"), which is attached hereto as Annex G. Pursuant to the PIPE Subscription Agreement, the PIPE Investors agreed to purchase an aggregate of 9,022,741 shares of ORGO Class A common stock and an aggregate of 4,100,000 warrants to purchase one-half of one share of ORGO Class A common stock immediately following the domestication, for an aggregate purchase price of $46 million. We refer to the transactions contemplated by the PIPE Subscription Agreement as the "equity financing". See the section titled "The Merger Agreement—Related Agreements—PIPE Subscription Agreement" beginning on page 129 of this joint proxy statement/prospectus for more information.

        Also, concurrently with the execution of the Merger Agreement, the PIPE Investors entered into a subscription agreement with Organogenesis (the "Initial Subscription Agreement") and purchased 3,221,050 shares of Organogenesis common stock for an aggregate purchase price of $46 million. We refer to the transactions contemplated by the Initial Subscription Agreement and the PIPE Subscription Agreement together as the "private investment".

    Parent Sponsor Letter Agreement

        Concurrently with the execution and delivery of the Merger Agreement, the Class B Holders entered into the Parent Sponsor Letter Agreement with AHPAC, which is attached hereto as Annex H. Pursuant to the Parent Sponsor Letter, Class B Holders agreed to surrender to AHPAC an aggregate of 1,937,500 AHPAC Class B ordinary shares at the time of the execution and delivery of the Merger Agreement, and also agreed to surrender an additional 4,421,507 AHPAC Class B ordinary shares and 16,400,000 private placement warrants at the time of the consummation of the business combination. See the section titled "The Merger Agreement—Related Agreements—Parent Sponsor Letter Agreement" beginning on page 129 of this joint proxy statement/prospectus for more information.

    Stockholders Agreement

        At or prior to the closing of the business combination, the PIPE Investors, ORGO and certain Organogenesis Stockholders will enter into a Stockholders Agreement providing for nomination rights of the PIPE Investors with respect to one director and one observer to the Board of ORGO along with other information and access rights, substantially in the form attached hereto as Annex I. See the

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section titled "The Merger Agreement—Related Agreements—Stockholders Agreement" beginning on page 129 of this joint proxy statement/prospectus for more information.

    Controlling Stockholders Agreement

        In connection with the closing of the business combination, ORGO and the Controlling Entities (controlling more than 50% of the voting power for the election of directors) will enter into a Controlling Stockholders Agreement providing for nomination rights of the Controlling Entities with respect to four directors of ORGO and qualifying ORGO as a "controlled company" under the NASDAQ listing rules, substantially in the form attached hereto as Annex O. See the section titled "The Merger Agreement—Related Agreements—Controlling Stockholders Agreement" beginning on page 130 of this joint proxy statement/prospectus for more information.

Organizational Structure

        The following diagram depicts the current ownership structure of Organogenesis (percentages shown as basic ownership):

GRAPHIC

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        The following diagram illustrates the ownership structure of ORGO immediately following the business combination (percentages shown reflect the assumptions described in the paragraph below):

GRAPHIC

        The ownership percentages of ORGO following the business combination exclude the AHPAC Class A ordinary shares issuable upon the exercise of the AHPAC warrants and the shares issuable upon exercise of the warrants for ORGO common stock that will be issued in connection with and remain outstanding following the business combination, other than the replacement warrants, and assume (i) the consummation of the equity financing and the exchange and (ii) that approximately 96.8 million shares of ORGO common stock are outstanding (including shares of ORGO common stock issuable upon the exercise of outstanding options and replacement warrants, calculated on a treasury stock method basis at a price per share of $7.035). It is anticipated that, upon completion of the business combination: (i) AHPAC's public shareholders will retain no ownership in ORGO; (ii) the sponsor will own approximately 1.4% of ORGO; (iii) the Organogenesis Stockholders will own approximately 82.5% of ORGO (including the shares issued to the Insider Lenders in connection with the exchange and excluding shares held by the PIPE Investors); and (iv) the PIPE Investors will own approximately 16.1% of ORGO.

Redemption Rights

        Pursuant to AHPAC's existing amended and restated memorandum and articles of association, a holder of AHPAC's public shares may request that AHPAC redeem all or a portion of such shareholder's public shares (which will become shares of ORGO common stock in the domestication) for cash if the business combination is consummated. As of the date of this joint proxy statement/prospectus, all of AHPAC's public shares have been redeemed.

Board of Directors of AHPAC Following the Business Combination

        Upon consummation of the business combination, the AHPAC Board anticipates increasing its initial size from six directors to eight directors. Please see the sections entitled "Proposal No. 12—The Director Election Proposal" and "Management After the Business Combination" for additional information.

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The Charter Proposals

        To consider and vote upon eight separate proposals to approve, assuming the Business Combination Proposal and the Domestication Proposal are approved and adopted, the following material differences between AHPAC's existing amended and restated memorandum and articles of association and the proposed certificate and proposed bylaws of ORGO upon the domestication:

    3.
    Proposal No. 3—To consider and vote upon an amendment to AHPAC's existing organizational documents to authorize that directors may only be removed for cause;

    4.
    Proposal No. 4—To consider and vote upon an amendment to AHPAC's existing organizational documents to authorize that only the Board, chairperson of the board of directors or chief executive offer may call a meeting of stockholders;

    5.
    Proposal No. 5—To consider and vote upon an amendment to AHPAC's existing organizational documents to authorize removal of the ability of stockholders to take action by written consent in lieu of a meeting;

    6.
    Proposal No. 6—To consider and vote upon an amendment to AHPAC's existing organizational documents to require the affirmative vote of holders of a majority of the voting power of ORGO's then issued and outstanding shares of stock entitled to amend the proposed certificate;

    7.
    Proposal No. 7—To consider and vote upon an amendment to AHPAC's existing organizational documents to authorize the adoption of Delaware as the exclusive forum for certain stockholder litigation;

    8.
    Proposal No. 8—To consider and vote upon an amendment to AHPAC's existing organizational documents to authorize ORGO to permit the ORGO Sponsors to engage in competitive businesses and renounce certain corporate opportunities offered to the ORGO Sponsors or any of their managers, officers, directors, agents, stockholders, members, partners, affiliates and subsidiaries (other than ORGO and its subsidiaries) that are not expressly offered to them in their capacities as directors or officers of ORGO;

    9.
    Proposal No. 9—To consider and vote upon an amendment to AHPAC's existing organizational documents to approve the authorized number of shares of ORGO common stock contained in the proposed certificate; and

    10.
    Proposal No. 10—To consider and vote upon an amendment to AHPAC's existing organizational documents to authorize other changes to ORGO's organizational documents resulting from the domestication and business combination, including changing the post-business combination corporate name from "Avista Healthcare Public Acquisition Corp." to "Organogenesis Holdings Inc." and removing certain provisions relating to our status as a blank-check company that will no longer apply upon consummation of the business combination.

        We refer to Proposals No. 3-10 collectively as the "Charter Proposals". Please see the sections entitled "The Charter Proposals" for more information.

Other Proposals

        In addition, the shareholders of AHPAC will be asked to vote on:

    a proposal to vote upon amendments to AHPAC's existing organizational documents to eliminate the limited period of time that AHPAC had to consummate the business combination, to eliminate any requirement to take certain actions as a result of the failure to complete a business combination in such limited period of time, and to ratify the actions of AHPAC and its

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      directors in connection therewith, which we refer to as Proposal No. 11—the Cayman Charter Amendment Proposal;

    a proposal to elect eight directors to the ORGO Board, effective upon the consummation of the business combination, in each case until their respective successors are duly elected and qualified, or until their earlier resignation, removal or death, which we refer to as Proposal No. 12—the Director Election Proposal;

    a proposal to approve and adopt, assuming the Charter Proposals, the Domestication Proposal and the Business Combination Proposal are all approved and adopted, the Organogenesis 2018 Equity and Incentive Plan (the "2018 Equity Incentive Plan") and the material terms thereunder, which we refer to as Proposal No. 13—the Management Incentive Plan Proposal;

    a proposal to approve, assuming the Charter Proposals, the Domestication Proposal and the Business Combination Proposal are all approved and adopted, for purposes of complying with applicable provisions of NASDAQ Listing Rule 5635, the issuance of more than 20% of AHPAC's issued and outstanding ordinary shares (or issued and outstanding common stock following the domestication) to the Organogenesis Stockholders in connection with the business combination and to participants in the equity financing and the exchange and the related change of control, which we refer to as Proposal No. 14—the NASDAQ Proposal; and

    a proposal to adjourn the general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if there are insufficient votes for, or otherwise in connection with, the approval of one or more proposals to be submitted for shareholder approval at the general meeting, which we refer to as Proposal No. 15—the Adjournment Proposal.

        Please see the sections entitled "The Charter Proposals," "Proposal No. 11—The Cayman Charter Amendment Proposal", "Proposal No. 12—The Director Election Proposal," "Proposal No. 13—The Management Incentive Plan Proposal," "Proposal No. 14—The NASDAQ Proposal" and "Proposal No. 15—The Adjournment Proposal" for more information.

Date, Time and Place of the AHPAC general meeting

        The general meeting will be held on December 10, 2018 at 9:00 a.m. Eastern Time at the offices of Weil, Gotshal & Manges, LLP located at 767 Fifth Avenue, New York, New York, 10153, or at such other date, time and place to which such meeting may be adjourned or postponed, to consider and vote upon the proposals.

Voting Power; Record Date for the AHPAC general meeting

        Only AHPAC's shareholders of record at the close of business on November 13, 2018, the record date for the general meeting, will be entitled to vote at the general meeting. You are entitled to one vote for each AHPAC ordinary share that you owned as of the close of business on the record date. If your shares are held in "street name" or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. On the record date, there were 5,812,500 ordinary shares outstanding and entitled to vote, of which none are AHPAC Class A ordinary shares and 5,812,500 are AHPAC Class B ordinary shares held by the initial shareholders.

Accounting Treatment

        The business combination will be accounted for as a "reverse merger" in accordance with U.S. GAAP. Under this method of accounting AHPAC will be treated as the "acquired" company for financial reporting purposes. This determination is primarily based on Organogenesis' equityholders expecting to have a majority of the voting power of the combined company, Organogenesis comprising

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the ongoing operations of the combined entity, Organogenesis comprising a majority of the governing body of the combined company, and Organogenesis' senior management comprising the senior management of the combined company. Accordingly, for accounting purposes, the business combination will be treated as the equivalent of Organogenesis issuing stock for the net assets of AHPAC, accompanied by a recapitalization. The net assets of AHPAC will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the business combination will be those of Organogenesis.

Appraisal Rights

AHPAC shareholders

        Appraisal rights are not available to AHPAC's shareholders in connection with the business combination.

Proxy Solicitation

        Proxies may be solicited by mail. AHPAC has engaged MacKenzie Partners to assist in the solicitation of proxies.

        If a shareholder grants a proxy, it may still vote its shares in person if it revokes its proxy before the general meeting. A shareholder may also change its vote by submitting a later-dated proxy, as described in the section entitled "Extraordinary General Meeting of AHPAC Shareholders—Revoking Your Proxy."

Interests of Certain Persons in the Business Combination

        In considering the recommendation of the AHPAC Board to vote in favor of the business combination, shareholders should be aware that aside from their interests as shareholders, the sponsor and certain members of the AHPAC Board and officers have interests in the business combination that are different from, or in addition to, those of other shareholders generally. The AHPAC Board was aware of and considered these interests, among other matters, in evaluating and negotiating the business combination, and in recommending to shareholders that they approve the business combination. Shareholders should take these interests into account in deciding whether to approve the business combination.

        See the section titled "The Business Combination—Interests of Certain Persons in the Business Combination" for more information.

Reasons for the Approval of the Business Combination

        After careful consideration, the AHPAC Board recommends that the shareholders vote "FOR" each proposal being submitted to a vote at the general meeting. For more information about AHPAC's decision-making process, please see the section entitled "The Business Combination—The AHPAC Board's Reasons for the Approval of the Business Combination."

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Conditions to Closing of the Business Combination

Conditions to Each Party's Obligations

        The respective obligations of each of the parties to the Merger Agreement to effect the transactions contemplated by the Merger Agreement are subject to the satisfaction of each of the following conditions:

    The approval of the Business Combination Proposal, the Domestication Proposal, the NASDAQ Proposal, the Charter Proposals, the Director Election Proposal and the Management Incentive Plan Proposal shall have been obtained;

    The Company stockholder approval shall have been obtained;

    The applicable waiting period under the HSR Act shall have expired or been terminated or such approval shall have otherwise been obtained and no order prohibiting the merger shall be in effect;

    AHPAC shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act);

    This registration statement shall have been declared effective and remain effective;

    The shares of ORGO Class A common stock shall be listed on NASDAQ upon the Closing, subject to any compliance extension or ability to remedy non-compliance, in each case as permitted by the NASDAQ continued listing rules; and

    The equity financing shall have been consummated.

        The penultimate and ultimate conditions listed above may only be waived by mutual agreement of Organogenesis and AHPAC; the balance of the conditions listed above are not subject to waiver by either party.

Conditions to AHPAC's Obligations

        The obligations of AHPAC and Merger Sub to effect the transactions contemplated by the Merger Agreement are subject to the satisfaction at or prior to the Closing Date of certain conditions (any or all of which may be waived in writing in whole or in part exclusively by AHPAC), including, among others, (i) Organogenesis must have performed and complied in all material respects with all obligations required to be performed or complied with by Organogenesis under the Merger Agreement at or prior to the Closing Date, (ii) the Company Support Agreements shall have been executed and delivered by stockholders of Organogenesis holding at least a majority of the outstanding shares of Organogenesis common stock, and such Company Support Agreements shall be in full force and effect, (iii) the Debt Consents shall remain in full force and effect, (iv) the Exchange Agreement shall have been consummated, and (v) FIRPTA Certificates shall have been furnished to AHPAC.

Conditions to Organogenesis's Obligations

        The obligations of Organogenesis to effect the transactions contemplated by the Merger Agreement are subject to the satisfaction at or prior to the Closing Date of certain conditions (any or all of which may be waived in writing in whole or in part exclusively by Organogenesis), including, among others, (i) AHPAC and Merger Sub must have performed and complied in all material respects with all obligations required to be performed or complied with under the Merger Agreement at or prior to the Closing Date, (ii) the Parent Support Agreement shall have been delivered by the Sponsor and be in full force and effect, (iii) the Registration Rights Agreement shall have been executed and delivered and be in full force and effect, (iv) AHPAC shall have made all appropriate arrangements to

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have the trust account disbursed to the Company, and (v) the required persons have resigned from all of their positions and offices with AHPAC and Merger Sub.

        Please see the section entitled "The Merger Agreement—Conditions to Closing of the Business Combination" for additional information.

Regulatory Matters

        Under the HSR Act and the rules that have been promulgated thereunder by the U.S. Federal Trade Commission ("FTC"), certain transactions may not be consummated unless information has been furnished to the Antitrust Division of the Department of Justice ("Antitrust Division") and the FTC and certain waiting period requirements have been satisfied. The business combination is subject to these requirements and may not be completed until the expiration of a 30-day waiting period following the filing of the required Notification and Report Forms with the Antitrust Division and the FTC or until early termination is granted. On August 31, 2018, AHPAC, the PIPE Investors and Organogenesis filed the required forms under the HSR Act with the Antitrust Division and the FTC and requested early termination. Early termination was granted on September 11, 2018.

        At any time before or after consummation of the business combination, notwithstanding termination of the waiting period under the HSR Act, the applicable competition authorities could take such action under applicable antitrust laws as each deems necessary or desirable in the public interest, including seeking to enjoin the consummation of the business combination. Private parties may also seek to take legal action under the antitrust laws under certain circumstances. AHPAC cannot assure you that the Antitrust Division, the FTC, any state attorney general, or any other government authority will not attempt to challenge the business combination on antitrust grounds, and, if such a challenge is made, AHPAC cannot assure you as to its result. Neither AHPAC nor Organogenesis is aware of any material regulatory approvals or actions that are required for completion of the business combination other than the expiration or early termination of the waiting period under the HSR Act. It is presently contemplated that if any such additional regulatory approvals or actions are required, those approvals or actions will be sought. There can be no assurance, however, that any additional approvals or actions will be obtained.

Quorum and Required Vote for Proposals for the general meeting

        A quorum of AHPAC's shareholders is necessary to hold a valid meeting. A quorum will be present at the general meeting if a majority of the ordinary shares outstanding and entitled to vote at the general meeting is represented in person or by proxy. Abstentions will count as present for the purposes of establishing a quorum.

        The approval of each of the Domestication Proposal and each of the Charter Proposals requires the affirmative vote of holders of at least two-thirds of the ordinary shares represented in person or by proxy and entitled to vote thereon, and who vote thereon, at the general meeting. Accordingly, if an AHPAC shareholder fails to vote by proxy or to vote in person at the general meeting, their shares will not be counted in connection with the determination of whether a valid quorum is established, however, if a valid quorum is otherwise established, such failure to vote will have no effect on the outcome of any vote on the Domestication Proposal or any of the Charter Proposals. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the vote with respect to the Domestication Proposal and the Charter Proposals.

        The approval of the Business Combination Proposal requires the affirmative vote of holders of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon, and who vote thereon, at the general meeting. Accordingly, if an AHPAC shareholder fails to vote by proxy or to vote in person at the general meeting, their shares will not be counted in connection with the determination of whether a valid quorum is established, however, if a valid quorum is otherwise

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established, such failure to vote will have no effect on the outcome of any vote on the Business Combination Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the vote with respect to the Business Combination Proposal. The initial shareholders have agreed to vote their founder shares in favor of the business combination. Currently, the initial shareholders own 100% of AHPAC's issued and outstanding ordinary shares, including all of the outstanding founder shares.

        The approval of the NASDAQ Proposal, the Director Election Proposal, the Management Incentive Plan Proposal and the Adjournment Proposal requires the affirmative vote of holders of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon, and who vote thereon, at the general meeting. Accordingly, if an AHPAC shareholder fails to vote by proxy or to vote in person at the general meeting, their shares will not be counted in connection with the determination of whether a valid quorum is established, however, if a valid quorum is otherwise established, such failure to vote will have no effect on the outcome of any vote on the NASDAQ Proposal or the Director Election Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the vote with respect to the NASDAQ Proposal, the Director Election Proposal, the Management Incentive Plan Proposal and the Adjournment Proposal. The approval of the Cayman Charter Amendment Proposal requires the affirmative vote of holders of one hundred percent (100%) of the ordinary shares entitled to vote thereon at the general meeting. Failure to vote by proxy or in person at the general meeting and abstentions will have the same effect as a vote "AGAINST" this proposal.

        The transactions contemplated by the Merger Agreement will be consummated only if the Business Combination Proposal, the Domestication Proposal, the NASDAQ Proposal, the Management Incentive Plan Proposal and the Charter Proposals are approved at the general meeting. Each of the Business Combination Proposal, the Domestication Proposal, the NASDAQ proposal and the Charter Proposals are cross-conditioned on the approval of each other. Each other proposal is conditioned on the approval of the Business Combination Proposal, the Domestication Proposal, the NASDAQ Proposal and the Charter Proposals, other than the Adjournment Proposal and the Cayman Charter Amendment Proposal, which are not conditioned on the approval of any other proposal set forth in this joint proxy statement/prospectus. It is important for you to note that in the event that the Business Combination Proposal, the Domestication Proposal, the NASDAQ Proposal or the Charter Proposals do not receive the requisite vote for approval, we will not consummate the business combination.

Recommendation to AHPAC's Shareholders

        The AHPAC Board believes that each of the Business Combination Proposal, the Domestication Proposal, the NASDAQ Proposal, the Charter Proposals, the Cayman Charter Amendment Proposal the Director Election Proposal, the Management Incentive Plan Proposal and the Adjournment Proposal to be presented at the general meeting is in the best interests of AHPAC and AHPAC's shareholders and unanimously recommends that its shareholders vote "FOR" each of the proposals.

        When you consider the recommendation of the AHPAC Board in favor of approval of the Business Combination Proposal, you should keep in mind that the sponsor and certain members of the AHPAC Board and officers have interests in the business combination that are different from or in addition to (or which may conflict with) your interests as a shareholder. Shareholders should take these interests into account in deciding whether to approve the business combination. For a discussion of these interests, please see the section titled "Extraordinary General Meeting of AHPAC Shareholders—Recommendation to AHPAC's Shareholders" beginning on page 91 of this joint proxy statement/prospectus.

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Risk Factors

        In evaluating the business combination and the proposals to be considered and voted on at the general meeting, you should carefully review and consider the risk factors set forth under the section entitled "Risk Factors" beginning on page 38 of this joint proxy statement/prospectus. These risks include the following:

    The FDA may determine that certain of Organogenesis' products that are, or are derived from, human cells or tissues do not qualify for regulation solely under Section 361 of the Public Health Services Act, or PHSA. To the extent that any of these products are deemed not to be HCT/Ps or Section 361 HCT/Ps, the FDA may require that Organogenesis revise its labeling and marketing claims for these products or that it suspend sales of such products until FDA approval is obtained, which could adversely affect our business, results of operations and financial condition. In addition, to the extent that the FDA may determine that certain of its products that are, or are derived from, human cells or tissues do not qualify for regulation solely under Section 361 of the PHSA, the introduction of new tissue products would become more expensive, expansion of tissue product offerings could be significantly delayed, and Organogenesis could be subject to additional post-market regulatory requirements.

    We expect to be a "controlled company" within the meaning of Nasdaq Global Market rules and, as a result, we will qualify for exemptions from certain corporate governance requirements. We expect that Alan A. Ades, Albert Erani and Glenn H. Nussdorf, members of our board of directors, together with Dennis Erani, Starr Wisdom and certain of their respective affiliates, who we refer to collectively as the Controlling Entities, will control a majority of the voting power of AHPAC's outstanding common stock after completion of the business combination and, as a result, the Controlling Entities will effectively control the outcome of all matters requiring shareholder approval, including charter amendments, mergers, consolidations and asset sales. Accordingly, following the business combination, you may not have the same protections afforded to stockholders of companies that are subject to all of the Nasdaq corporate governance requirements and the interests of the Controlling Entities and their affiliates may not coincide with the interests of other holders of ORGO common stock.

        The occurrence of one or more of the events or circumstances described in the section entitled "Risk Factors", alone or in combination with other events or circumstances, may have a material adverse effect on (i) the ability of AHPAC and Organogenesis to complete the business combination, and (ii) the business, cash flows, financial condition and results of operations of ORGO following consummation of the business combination.

Special Meeting of Organogenesis Stockholders

Date, Time and Place of Special Meeting of Organogenesis' Stockholders

        The special meeting will be held at 9:00 a.m. Eastern Time on December 10, 2018 at the offices of Foley Hoag LLP, 155 Seaport Boulevard, Boston, MA 02210, or such other date, time and place to which such meeting may be adjourned or postponed, to consider and vote upon the proposals.

Voting Power; Record Date of Special Meeting of Organogenesis' Stockholders

        Organogenesis stockholders will be entitled to vote on the matters presented at the special meeting, which are fully set forth in this joint proxy statement/prospectus. Each share of Organogenesis common stock will be entitled to vote or direct votes to be cast at the special meeting if you owned Organogenesis common stock at the close of business on the Organogenesis record date. You are entitled to one vote for each share of Organogenesis common stock that you held of record as of the

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close of business on the Organogenesis record date. On the Organogenesis record date, there were 36,612,633 shares of Organogenesis common stock outstanding.

Quorum and Vote of Organogenesis Stockholders

    Quorum and Required Vote for Proposals for the Special Meeting

        A quorum of Organogenesis stockholders is necessary to hold a valid meeting. The presence, in person or by proxy, of a majority of the issued and outstanding shares of Organogenesis common stock entitled to vote constitutes a quorum at the special meeting. Abstentions, while considered present for the purposes of establishing a quorum, will not count as votes cast at the special meeting. As of the Organogenesis record date, 18,306,317 shares of Organogenesis common stock would be required to achieve a quorum. The proposals presented at the special meeting require the following votes:

    Organogenesis Business Combination Proposal:  The Organogenesis Business Combination Proposal requires the approval of a majority of the outstanding shares of Organogenesis common stock entitled to vote under the Organogenesis certificate of incorporation and the DGCL.

    Organogenesis Adjournment Proposal:  The affirmative vote of the holders of a majority of the shares of Organogenesis common stock present in person or represented by proxy at the special meeting is required to adjourn the special meeting.

Appraisal Rights

        Pursuant to Section 262 of the DGCL, which is attached to this joint proxy statement/prospectus as Annex P, holders of Organogenesis common stock who comply with the applicable requirements of Section 262 of the DGCL and do not otherwise withdraw or lose the right to appraisal under Delaware law have the right to seek appraisal of the fair value of their shares of Organogenesis common stock, as determined by the Delaware Court of Chancery, if the business combination is completed. The "fair value" of your shares of Organogenesis common stock as determined by the Delaware Court of Chancery may be more or less than, or the same as, the value of the consideration to which you are otherwise entitled under the terms of the Merger Agreement. Holders of Organogenesis common stock who do not consent to the adoption of the Merger Agreement and who wish to preserve their appraisal rights must so advise Organogenesis by submitting a demand for appraisal within the period described by Section 262 of the DGCL after receiving a notice from Organogenesis that appraisal rights are available to them, and must otherwise precisely follow the procedures prescribed under Section 262 of the DGCL. Failure to follow any of the statutory procedures set forth in Section 262 of the DGCL will result in the loss or waiver of appraisal rights under Delaware law. In view of the complexity of Section 262 of the DGCL, Organogenesis stockholders who may wish to pursue appraisal rights should consult their legal and financial advisors. Please see the section titled "Appraisal Rights" beginning on page 277 of this joint proxy statement/prospectus.

Proxy Solicitation for Organogenesis

        Proxies may be solicited by mail, telephone or in person. If a stockholder grants a proxy, it may still vote its shares in person if it revokes its proxy before the special meeting. A stockholder also may change its vote by submitting a later-dated proxy as described in the section entitled "Revoking Your Proxy" on page 119.

Interests of Organogenesis' Directors and Officers in the Business Combination

        When you consider the recommendation of Organogenesis' Board in favor of approval of the Organogenesis Business Combination Proposal, you should keep in mind that Organogenesis' directors

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and officers have interests in such proposal that are different from, or in addition to, those of Organogenesis stockholders generally. These interests include, among other things, the interests listed below:

    The fact that each of Organogenesis' directors and officers will continue to be directors and officers of ORGO after the consummation of the business combination. As such, in the future they will receive any cash fees, stock options, stock awards or other remuneration that the ORGO Board determines to pay to its directors and officers.

    Upon completion of the business combination and the issuance of ORGO common stock in the business combination assuming that ORGO issues 74,323,676 shares of ORGO Class A common stock to former equityholders of Organogenesis pursuant to the merger agreement and 6,502,679 shares of ORGO common stock issued in connection with the conversion of the Insider Debt, the directors and officers of Organogenesis will collectively beneficially own approximately 70.3% of the outstanding stock of ORGO.

The existence of financial and personal interests of one or more Organogenesis directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is best for Organogenesis. See the sections entitled "Risk Factors" and "Organogenesis Special Meeting—Recommendation to Organogenesis Stockholders" for a further discussion of this and other risks.

Recommendation to Stockholders of Organogenesis

        Organogenesis's Board believes that the Organogenesis Business Combination Proposal and the Organogenesis Adjournment Proposal are in the best interest of Organogenesis' stockholders and recommends that its stockholders vote "FOR" the Organogenesis Business Combination Proposal and "FOR" the Organogenesis Adjournment Proposal.

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RISK FACTORS

        You should carefully review and consider the following risk factors and the other information contained in this joint proxy statement/prospectus, including the financial statements and notes to the financial statements included herein, in evaluating the business combination and the proposals to be voted on at the general meeting. The following risk factors apply to the business and operations of Organogenesis and will also apply to the business and operations of ORGO following the completion of the business combination. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may adversely affect the ability to complete or realize the anticipated benefits of the business combination, and may have a material adverse effect on the business, cash flows, financial condition and results of operations of ORGO. You should carefully consider the following risk factors in addition to the other information included in this joint proxy statement/prospectus, including matters addressed in the section entitled "Cautionary Note Regarding Forward-Looking Statements." ORGO may face additional risks and uncertainties that are not presently known to us, or that we currently deem immaterial, which may also impair ORGO's business or financial condition. The following discussion should be read in conjunction with the financial statements and notes to the financial statements included herein.

Risks Related to Organogenesis and its business

        Unless the context otherwise requires, for purposes of this section, the terms "we," "us," "the Company," "Organogenesis" or "our company" refer to Organogenesis and its subsidiaries as they currently exist under Delaware law.

Our operating results may fluctuate significantly as a result of a variety of factors, many of which are outside of our control.

        We are subject to the following factors, among others, that may negatively affect our operating results:

    the announcement or introduction of new products by our competitors;

    failure of government health benefit programs and private health plans to cover our products or to timely and adequately reimburse the users of our products;

    the rate of reimbursement for purchases of our products by government and private insurers;

    whether our products are granted pass-through reimbursement status or included in the "bundled" reimbursement structure;

    our ability to upgrade and develop our systems and infrastructure to accommodate growth;

    our ability to attract and retain key personnel in a timely and cost effective manner;

    the amount and timing of operating costs and capital expenditures relating to the expansion of our business, operations and infrastructure;

    changes in, or enactment of new laws or regulations promulgated by federal, state or local governments;

    cost containment initiatives or policies developed by government and commercial payers that create financial incentives not to use our products;

    our inability to demonstrate that our products are cost-effective or superior to competing products;

    initiation of a government investigation into potential non-compliance with laws or regulations;

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    sanctions imposed by federal or state governments due to non-compliance with laws or regulations;

    recall of one or more of our products by the FDA due to noncompliance with FDA requirements; and

    general economic conditions as well as economic conditions specific to the healthcare industry.

        We have based our current and future expense levels largely on our investment plans and estimates of future events, although certain of our expense levels are, to a large extent, fixed. We may be unable to adjust spending in a timely manner to compensate for any unexpected revenue shortfall. Accordingly, any significant shortfall in revenue relative to our planned expenditures would have an immediate adverse effect on our business, results of operations and financial condition. Further, as a strategic response to changes in the competitive environment or to changes in laws and regulations, we may from time to time make certain pricing, service or marketing decisions (e.g., reduce prices) that could have a material and adverse effect on our business, results of operations and financial condition. Due to the foregoing factors, our revenue and operating results are and will remain difficult to forecast.

We have incurred significant losses since our inception, and we anticipate that we will incur substantial losses for the foreseeable future.

        To date, we have financed our operations primarily through debt financings, and we have incurred losses from operations in many years since our inception. Our loss attributable to Organogenesis Inc. was $(24.3) million, $(17.0) million and $(8.4) million for the years ended December 31, 2015, 2016 and 2017, respectively. As of September 30, 2018, we had an accumulated deficit of $121.0 million. We expect to incur significant sales and marketing costs as we expand our operations to support the sale of our products. Our prior losses, combined with anticipated losses for the foreseeable future, have had, and may continue to have, an adverse effect on our business, results of operations and financial condition.

We have identified material weaknesses in our internal control over financial reporting, and our management has concluded that our disclosure controls and procedures are not effective. We cannot assure you that additional material weaknesses or significant deficiencies will not occur in the future. If our internal control over financial reporting or our disclosure controls and procedures are not effective, we may not be able to accurately report our financial results or prevent fraud, which may cause investors to lose confidence in our reported financial information and may lead to a decline in our stock price.

        We have historically had a small internal accounting and finance staff. This lack of adequate accounting resources has resulted in the identification of material weaknesses in our internal controls over financial reporting. A "material weakness" is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our financial statements will not be prevented or detected on a timely basis. In connection with the audit of our financial statements for the years ended December 31, 2016 and 2017, our management team identified material weaknesses relating to (i) our lack of a sufficient complement of personnel with an appropriate level of knowledge and experience in the application of GAAP commensurate with our financial reporting requirements and (ii) our lack of resources necessary to implement an appropriate level of review controls to properly evaluate the completeness and accuracy of the transactions we enter into.

        The material weaknesses contributed to the following:

    We did not design and maintain formal accounting policies, procedures and controls to achieve complete, accurate and timely financial accounting, reporting and disclosures, including controls over the preparation and review of account reconciliations and journal entries. Additionally, we

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      did not design and maintain controls over the appropriate classification and presentation of accounts and disclosures in the financial statements.

    We did not design and maintain formal accounting policies, processes and controls to analyze, account for and disclose complex transactions. Specifically, we did not design and maintain controls to analyze, account for and disclose asset impairment analyses, business combination accounting, variable interest entities, share-based compensation arrangements, deferred financing costs, warrants to purchase common shares and contingently issuable and redeemable equity.

    We did not design and maintain controls over our supervision and review of the completeness and accuracy of third-party vendors' computations supporting our common share valuations.

        In addition to hiring a Chief Financial Officer in 2016, during 2017 we took additional steps to help remediate these material weaknesses, including hiring additional accounting staff who have a background and knowledge in the application of GAAP and performing a comprehensive review of our internal control over financial reporting. We engaged external experts to complement internal resources and we began implementation of a new companywide enterprise resource planning system. We plan to continue to take additional steps to remediate the material weaknesses and improve our financial reporting systems and implement new policies, procedures and controls. If we do not successfully remediate the material weaknesses described above, or if other material weaknesses or other deficiencies arise in the future, we may be unable to accurately report our financial results, which could cause our financial results to be materially misstated and require restatement.

We face significant and continuing competition, which could adversely affect our business, results of operations and financial condition.

        We face significant and continuing competition in our business, which is characterized by rapid technological change and significant price competition. Market share can shift as a result of technological innovation and other business factors. Our customers consider many factors when selecting a product, including product reliability, clinical outcomes, economic outcomes, price and services provided by the manufacturer. Our ability to compete depends in large part on our ability to provide compelling clinical and economic benefits to our customers and payers, develop and commercialize new products and technologies and anticipate technological advances. Product introductions or enhancements by competitors which may have advanced technology, better features or lower pricing may make our products obsolete or less competitive. In addition, consolidation in the healthcare industry continues to lead demand for price concessions or to the exclusion of some suppliers from certain of our markets, which could have an adverse effect on our business, results of operations or financial condition. The presence of this competition in our market may lead to pricing pressure, which would make it more difficult to sell our products at a price that will make us profitable or prevent us from selling our products at all. As a result, we will be required to devote continued efforts and financial resources to bring our products under development to market, deliver cost-effective clinical outcomes, expand our geographic reach, enhance our existing products and develop new products for the advanced wound care and soft tissue repair markets. Even if we develop cost effective and/or new products, they may not be covered or reimbursed due to cost-containment and other financial pressures from payers.

Rapid technological change could cause our products to become obsolete and if we do not enhance our product offerings through our research and development efforts, we may be unable to effectively compete.

        The technologies underlying our products are subject to rapid and profound technological change. Competition intensifies as technical advances in each field are made and become more widely known. We can give no assurance that others will not develop services, products, or processes with significant advantages over the products, services, and processes that we offer or are seeking to develop. Any such

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occurrence could have a material and adverse effect on our business, results of operations and financial condition.

        We plan to enhance and broaden our product offerings in response to changing customer demands and competitive pressure and technologies, but we may not be successful. The success of any new product offering or enhancement to an existing product will depend on numerous factors, including our ability to:

    properly identify and anticipate physician and patient needs;

    develop and introduce new products or product enhancements in a timely manner;

    adequately protect our intellectual property and avoid infringing upon the intellectual property rights of third parties;

    demonstrate the safety and efficacy of new products, including through the conduct of additional clinical trials;

    obtain the necessary regulatory clearances or approvals for new products or product enhancements;

    achieve adequate coverage and reimbursement for our products; and

    compete successfully against other skin substitutes and other modalities for treating wounds such as negative-pressure wound therapy and hyperbaric oxygen.

        If we do not develop and, when necessary, obtain regulatory clearance or approval for new products or product enhancements in time to meet market demand, or if there is insufficient demand for these products or enhancements, our results of operations will suffer. Our research and development efforts may require a substantial investment of time and resources before we are adequately able to determine the commercial viability of a new product, technology, material or other innovation. In addition, even if we are able to successfully develop enhancements or new generations of our products, these enhancements or new generations of products may not be covered or reimbursed by government health benefit programs such as Medicare or private health plans, may not produce sales in excess of the costs of development and/or may be quickly rendered obsolete by changing customer preferences or the introduction by our competitors of products embodying new technologies or features.

To be commercially successful, we must convince physicians that our products are safe and effective alternatives to existing treatments and that our products should be used in their procedures.

        We believe physicians will only adopt our products if they determine, based on experience, clinical data and published peer reviewed journal articles, that the use of our products in a particular procedure is a favorable alternative to conventional methods. Physicians also are more interested in using cost-effective products and may practice in settings like Accountable Care Organizations, or ACOs, or Medical Homes, where they face considerable cost-containment pressure. In general, physicians may be slow to change their medical treatment practices and use of our products for the following reasons, among others:

    their lack of experience using our products;

    lack of evidence supporting additional patient benefits from use of our products over conventional methods;

    pressure to contain costs;

    preference for other treatment modalities or our competitors' products;

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    perceived liability risks generally associated with the use of new products and procedures;

    limited availability of coverage and/or reimbursement from third party payers; and

    the time that must be dedicated to training.

        The degree of market acceptance of our products will continue to depend on a number of factors, including:

    the safety and efficacy of our products;

    the potential and perceived advantages of our products over alternative treatments;

    clinical data and the clinical indications for which our products are approved;

    product labeling or product insert requirements of the FDA or other regulatory authorities, including any limitations or warnings contained in approved labeling;

    the cost of using our products relative to the use of our competitors' products or alternative treatment modalities;

    relative convenience and ease of administration;

    the strength of marketing and distribution support;

    the timing of market introduction of competitive products;

    publicity concerning our products or competing products and treatments;

    our reputation and the reputation of the products;

    the shelf life of our products and our ability to manage the logistics of the end-user supply chain; and

    sufficient and readily accessible third-party insurance coverage and reimbursement.

        In addition, we are currently conducting clinical studies for some of our products that were brought to market as 361 HCT/Ps to generate efficacy data in various clinical applications. Unfavorable results from these 361 HCT/P clinical trials such as lack of clinical efficacy or serious treatment-related side effects could negatively affect the use and adoption of our products by physicians and hospitals, thereby compromising our market acceptance.

        We believe recommendations for, and support of our products by, influential physicians are essential for market acceptance and adoption. If we do not receive this support (e.g., because we are unable to demonstrate favorable long-term clinical data), physicians and hospitals may not use our products, which would significantly reduce our ability to achieve expected revenue and would prevent us from sustaining profitability.

        In the course of conducting our business, we must comply with regulatory quality requirements, adequately address quality issues that may arise with our products, as well as defects in third-party components included in our products. Although we have established internal procedures to minimize risks that may arise from quality issues, we may not be able to eliminate or mitigate these risks and quality issues may arise in which case we would be subject to liability. If the quality of our products does not meet the expectations of regulators, physicians or patients, then we could be subject to regulatory sanctions and our brand and reputation could suffer and our business, results of operations and financial condition could be adversely impacted.

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Our future capital needs are uncertain and we may need to raise funds in the future, and such funds may not be available on acceptable terms or at all.

        Continued expansion of our business will be expensive and we may seek funds from stock offerings, borrowings under our existing or future credit facilities or other sources. Our capital requirements will depend on many factors, including:

    the revenues generated by sales of our products;

    the costs associated with expanding our sales and marketing efforts;

    the expenses we incur in manufacturing and selling our products;

    the costs of developing and commercializing new products or technologies;

    the cost of obtaining and maintaining regulatory approval or clearance of certain products and products in development;

    the number and timing of acquisitions and other strategic transactions such as our acquisition of NuTech Medical, and integration costs associated with such acquisitions;

    the costs associated with capital expenditures, including expenses associated with the relocation of our California based manufacturing facility; and

    unanticipated general, legal and administrative expenses.

        Our operating plan may change as a result of many factors currently unknown to us and we may need additional funds sooner than planned. Additional funds may not be available when we need them on terms that are acceptable to us, or at all. Furthermore, if we issue equity or convertible debt securities to raise capital, you may experience dilution, and the new equity or convertible debt securities may have rights, preferences and privileges that are senior to or otherwise adversely affect your rights as a stockholder. In addition, if we raise capital through collaboration, licensing or other similar arrangements, it may be necessary to relinquish valuable rights to our products, potential products or proprietary technologies, or grant licenses on terms that are not favorable to us. If we cannot raise capital on acceptable terms, we may not be able to develop our product candidates, enhance our existing products, execute our business plan, take advantage of future opportunities, or respond to competitive pressure, changes in our supplier relationships, or unanticipated customer requirements. Any of these events could adversely affect our ability to achieve our development and commercialization goals, which could have a material adverse effect on our business, results of operations and financial condition.

We face the risk of product liability claims and may not be able to obtain or maintain adequate product liability insurance.

        Our business exposes us to the risk of product liability claims that are inherent in the manufacturing, processing, investigating and marketing of medical devices and human tissue products. We are, and may in the future be, subject to product liability claims and lawsuits, including potential class actions or mass tort claims, alleging that our products have resulted or could result in an unsafe condition or injury. Product liability claims may be made by patients and their families, healthcare providers or others selling our products. Defending a lawsuit, regardless of merit, could be costly, divert management attention and result in adverse publicity, which could result in the withdrawal of, or reduced acceptance of, our products in the market. If we cannot successfully defend against product liability claims, we could incur substantial liability and costs. In addition, regardless of merit or eventual outcome, product liability claims may result in:

    harm to our business reputation;

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    investigations by regulators;

    significant defense costs;

    distraction of management's attention from our primary business;

    substantial monetary awards to patients or other claimants;

    loss of revenue;

    exhaustion of any available insurance and our capital resources; and

    decreased demand for our products.

        Although we have product liability insurance that we believe is adequate, this insurance is subject to deductibles and coverage limitations and we may not be able to maintain this insurance. Also, it is possible that claims could exceed the limits of our coverage or be excluded from coverage under our policy. If we are unable to maintain product liability insurance at an acceptable cost or on acceptable terms with adequate coverage or otherwise protect ourselves against potential product liability claims or we underestimate the amount of insurance we need, we could be exposed to significant liabilities, which may harm our business. One or more product liability claims could cause our stock price to decline and, if our liability exceeds our insurance coverage, could adversely affect our business, results of operations and financial condition.

Interruptions in the supply of our products or inventory loss may adversely affect our business, results of operations and financial condition.

        Our products are manufactured using technically complex processes requiring specialized facilities, highly specific raw materials and other production constraints. The complexity of these processes, as well as strict company and government standards for the manufacture and storage of our products, subjects us to production risks. In addition to ongoing production risks, process deviations or unanticipated effects of approved process changes may result in non-compliance with regulatory requirements including stability requirements or specifications. Most of our products must be stored and transported within a specified temperature range. For example, if environmental conditions deviate from that range, our products' remaining shelf-lives could be impaired or their safety and efficacy could be adversely affected, making them unsuitable for use. These deviations may go undetected. The occurrence or actual or suspected production and distribution problems can lead to lost inventories, and in some cases recalls, with consequential reputational damage and the risk of product liability. The investigation and remediation of any identified problems can cause production delays and result in substantial additional expenses. Any unforeseen failure in the storage of our products or loss in supply could result in a loss of our market share and negatively affect our revenues and operations.

Because we depend upon a limited group of suppliers and manufacturers for our Apligraf and Dermagraft products, we may incur significant product development costs and experience material delivery delays if we lose any significant supplier, which could materially impact sales of our products.

        We obtain some of the components for our Apligraf and Dermagraft products from a limited group of suppliers. For us to be successful, our suppliers must be able to provide us with these components in substantial quantities, in compliance with regulatory requirements, in accordance with agreed upon specifications, at acceptable costs and on a timely basis. Our efforts to maintain a continuity of supply and high quality and reliability may not be successful. Manufacturing disruptions experienced by our suppliers may jeopardize our supply of these components. Due to the stringent regulations and requirements of the FDA regarding the manufacture of our products, we may not be able to quickly establish additional or replacement sources for certain components or materials. A change in suppliers could require significant effort or investment in circumstances where the items

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supplied are integral to product performance or incorporate unique technology. A reduction or interruption in manufacturing, or an inability to secure alternative sources of raw materials or components, could have a material effect on our business, results of operations and financial condition. Due to our substantial indebtedness, one or more of our suppliers may refuse to extend us credit with respect to our purchasing or leasing equipment, supplies, products or components, or may only agree to extend us credit on significantly less favorable terms or subject to more onerous conditions. This could significantly disrupt our ability to purchase or lease required equipment, supplies, products and components in a cost-effective and timely manner and could have a material adverse effect on our business, results of operations and financial condition. Any casualty, natural disaster or other disruption of any of our sole-source suppliers' operations, or any unexpected loss of any existing exclusive supply contract, could have a material adverse effect on our business, results of operations and financial condition.

Our products are dependent on the availability of tissue from human donors, and any disruption in supply could adversely affect our business, results of operations and financial condition.

        Many of the products that we manufacture require that we obtain human tissue. The success of our business depends upon, among other factors, the availability of tissue from human donors. Any failure to obtain tissue from our sources will interfere with our ability to effectively meet demand for our products incorporating human tissue. The processing of human tissue for our products is very labor-intensive and it is therefore difficult to maintain a steady supply stream. The availability of donated tissue could also be adversely impacted by regulatory changes, public opinion of the donor process as well as our own reputation in the industry. The challenges we may face in obtaining adequate supplies of human tissue involve several risks, including limited control over availability, quality and delivery schedules. In addition, any interruption in the supply of any human tissue component could materially harm our ability to manufacture our products until a new source of supply, if any, could be found. We may be unable to find a sufficient alternative supply channel in a reasonable time period or on commercially reasonable terms, if at all, which would have a material adverse effect on our business, results of operations and financial condition.

Increased prices for, or unavailability of, raw materials used in our products could adversely affect our business, results of operations and financial condition.

        Our profitability is affected by the prices of the raw materials used in the manufacture of our products. These prices may fluctuate based on a number of factors beyond our control, including changes in supply and demand, general economic conditions, labor costs, fuel related delivery costs, competition, import duties, excises and other indirect taxes, currency exchange rates, and government regulation. Due to the highly competitive nature of the healthcare industry and the cost containment efforts of our customers and third-party payers, we may be unable to pass along cost increases for key components or raw materials through higher prices to our customers. If the cost of key components or raw materials increases, and we are unable fully to recover these increased costs through price increases or offset these increases through other cost reductions, we could experience lower margins and profitability. Significant increases in the prices of raw materials that cannot be recovered through productivity gains, price increases or other methods could adversely affect our business, results of operations and financial condition.

Our future success depends on our ability to retain key employees, consultants and advisors and to attract, retain and motivate qualified personnel.

        We are highly dependent on our executive officers, the loss of whose services may adversely impact the achievement of our objectives. In particular, we depend on Gary Gillheeney, our President and Chief Executive Officer. Recruiting and retaining other qualified employees, consultants and advisors

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for our business, including scientific and technical personnel, will also be critical to our success. There is currently a shortage of skilled executives and scientific personnel in our industry, which is likely to continue. As a result, competition for skilled personnel is intense and the turnover rate can be high. We may not be able to attract and retain personnel on acceptable terms given the competition among numerous medical device companies for individuals with similar skill sets. The inability to recruit or loss of the services of any executive, key employee, consultant or advisor may impede the progress of our research, development and sales growth objectives.

        Our ability to recruit, retain and motivate our employees and consultants will depend in part on our ability to offer attractive compensation. We may also need to increase the level of cash compensation that we pay to them, which may reduce funds available for research and development and support of our sales growth objectives. There can be no assurance that we will have sufficient cash available to offer our employees and consultants attractive compensation.

        Despite our efforts to retain valuable employees, members of our management, scientific and development teams may terminate their employment with us. The loss of the services of any of our executive officers or other key employees and our inability to find suitable replacements could potentially harm our business, prospects, financial condition or results of operations. We do not maintain "key person" insurance policies on the lives of these individuals or any of our other employees.

        Many of the companies that we compete against for qualified personnel have substantially greater financial and other resources and different risk profiles than we do. They may also provide more diverse opportunities and better chances for career advancement. Some of these characteristics may be more appealing to high quality candidates than what we can offer. If we are unable to continue to attract and retain high quality personnel, the rate and success at which we can discover, develop and commercialize product candidates will be limited.

We continue to invest significant capital in expanding our internal sales force, and there can be no assurance that these efforts will result in significant increases in sales.

        We are committed to building and further expanding our internal sales and marketing capabilities, including the expansion of our sales force to support the marketing and sales of the products acquired in connection with our acquisition of NuTech Medical. As a result, we continue to invest in a direct sales force for our products to allow us to reach new customers and potentially increase sales. These expenses impact our operating results, and there can be no assurance that we will continue to be successful in significantly expanding the sales of our products.

The impairment or termination of our relationships with independent sales agencies, whom we do not control, could materially and adversely affect our ability to generate revenues and profits. We intend to develop additional relationships with independent sales agencies in order to increase revenue from certain of our products; our inability to do so may prevent us from increasing sales.

        We derive a portion of our revenues through our relationships with independent sales agencies. The impairment or termination of these relationships for any reason could materially and adversely affect our ability to generate revenues and profits. Because the independent sales agency often controls the customer relationships within its territory, there is a risk that if our relationship with the independent sales agency ends, our relationship with the customer will be lost. Also, because we do not control an independent sales agency's field sales agents, there is a risk we will be unable to ensure that our sales processes, regulatory compliance, and other priorities will be consistently communicated and executed by the distributor. If we fail to maintain relationships with our key independent sales agencies, or fail to ensure that our independent sales agencies adhere to our sales processes, regulatory compliance, and other priorities, this could have an adverse effect on our business, results of operations

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and financial condition. We may have liability for the actions of independent sales agencies in marketing our products and our lack of control over their activities impedes our ability to prevent, detect or address such non-compliance. We only recently acquired NuTech Medical which relied on independent sales agencies to market and sell its products and we have retained many of these relationships as we market and sell the same products. We have yet to bring fully the activities of these former NuTech Medical independent sales agencies under our oversight and compliance policies.

        We intend to develop relationships and arrangements with additional independent sales agencies in order to increase our sales with respect to certain of our products. However, we may fail to develop such relationships, in which case we may not be able to increase our sales. Our success is partially dependent upon our ability to retain and motivate our independent sales agencies and their representatives to sell our products in certain territories. They may not be successful in implementing our marketing plans. Some of our independent sales agencies may not sell our products exclusively and may offer similar products from other companies. Our independent sales agencies may terminate their contracts with us, may devote insufficient sales efforts to our products, or may focus their sales efforts on other products that produce greater commissions for them, which could have an adverse effect on our business, results of operations and financial condition. We also may not be able to find additional independent sales agencies who will agree to market and/or distribute those products on commercially reasonable terms, if at all. If we are unable to establish new independent sales agency relationships or renew current sales agency agreements on commercially acceptable terms, our business, results of operations and financial condition could be materially and adversely affected. In addition, because we do not control these independent sales agencies as closely as our employees, while we may take steps to mitigate the risks associated with noncompliance by independent sales agencies, there remains a risk they do not comply with regulatory requirements or our requirements or our policies which could also adversely affect our business.

We will need to continue to expand our organization, and managing growth may be more difficult than expected.

        Managing our growth may be more difficult than we expect. We anticipate that a period of significant expansion will be required to penetrate and service the markets for our existing and anticipated future products and to continue to develop new products. This expansion will place a significant strain on management, operational and financial resources. To manage the expected growth of our operations and personnel, we must both modify our existing operational and financial systems, procedures and controls and implement new systems, procedures and controls. We must also expand our finance, administrative, and operations staff. Management may be unable to hire, train, retain, motivate and manage necessary personnel or to identify, manage and exploit existing and potential strategic relationships and market opportunities.

We may expand our business through acquisitions, similar to our acquisition of NuTech Medical, licenses, investments, and other commercial arrangements in other companies or technologies. Such acquisitions or commercial arrangements may entail significant risks.

        We periodically evaluate strategic opportunities to acquire companies, divisions, technologies, products, and rights through licenses, distribution agreements, investments, and outright acquisitions to grow our business, such as our acquisition of NuTech Medical. In connection with one or more of those transactions, we may:

    issue additional equity securities that would dilute our stockholders' value;

    use cash that we may need in the future to operate our business;

    incur debt that could have terms unfavorable to us or that we might be unable to repay;

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    structure the transaction in a manner that has unfavorable tax consequences, such as a stock purchase that does not permit a step-up in the tax basis for the assets acquired;

    be unable to realize the anticipated benefits, such as increased revenues, cost savings, or synergies from additional sales of existing or newly acquired products;

    be unable to successfully integrate, operate, maintain and manage our newly acquired operations;

    divert management's attention from the existing business to integrate, operate, maintain and manage our newly acquired operations and personnel;

    acquire unknown liabilities that could subject us to government investigations and/or litigation or other actions that make it impossible to realize the anticipated benefits of the transaction;

    be unable to secure the services of key employees related to the acquisition; and

    be unable to succeed in the marketplace with the acquisition.

        Any of these items could materially and adversely affect our revenues, financial condition, and profitability. Business acquisitions also involve the risk of unknown liabilities associated with the acquired business, which could be material. Our acquisition of NuTech Medical expanded our wound care portfolio and broadened our addressable market to include the Surgical & Sports Medicine market. We may not realize the increased revenues, cost savings and synergies that we anticipate from this acquisition in the near term or at all due to many factors, including delays in the integration process, an inability to successfully penetrate the amniotic category of the wound care market or an inability to obtain necessary regulatory approvals. Additional liabilities related to acquisitions could include lack of compliance with government regulations that could subject us to investigation and civil and criminal sanctions. For example, we may acquire a company that was not compliant with FDA quality requirements or was making payments or other forms of remuneration to physicians to induce them to use their products. Incurring unknown liabilities or the failure to realize the anticipated benefits of an acquisition could materially and adversely affect our business and we may lose our entire investment or be unable to recover our initial investment, which could include the cost of acquiring licenses or distribution rights, acquiring products, purchasing initial inventory, or investments in early stage companies. Inability to recover our investment, or any write off of such investment, associated goodwill, or assets, could have a material and adverse effect on our business, results of operations and financial condition.

New lines of business or new products and services may subject us to additional risks.

        From time to time, we may implement or may acquire new lines of business, such as our Surgical & Sports Medicine products that were acquired in connection with our acquisition of NuTech Medical, or we may offer new products and services within existing lines of business. There are risks and uncertainties associated with these efforts, particularly in instances where the markets are not fully developed or are evolving. In developing and marketing new lines of business and new products and services, we may invest significant time and resources. External factors, such as regulatory compliance obligations, competitive alternatives, lack of market acceptance, and shifting market preferences, may also affect the successful implementation of a new line of business or a new product or service. Failure to successfully manage these risks in the development and implementation of new lines of business or new products or services could have a material adverse effect on our business, results of operations and financial condition.

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Significant disruptions of information technology systems or breaches of information security could adversely affect our business, results of operations and financial condition.

        We rely to a large extent upon sophisticated information technology systems to operate our business. In the ordinary course of business, we collect, store and transmit large amounts of confidential information (including, but not limited to, personal information and intellectual property). We also have outsourced significant elements of our operations to third parties, including significant elements of our information technology infrastructure and, as a result, we are managing many independent vendor relationships with third parties who may or could have access to our confidential information. The size and complexity of our information technology and information security systems, and those of our third-party vendors with whom we contract (and the large amounts of confidential information that is present on them), make such systems potentially vulnerable to service interruptions or to security breaches from inadvertent or intentional actions by our employees or vendors, or from malicious attacks by third parties. Such attacks are of ever-increasing levels of sophistication and are made by groups and individuals with a wide range of motives (including, but not limited to, industrial espionage and market manipulation) and expertise. While we have invested significantly in the protection of data and information technology, there can be no assurance that our efforts will prevent service interruptions or security breaches. Although we have cyber-insurance coverage that may cover certain events described above, this insurance is subject to deductibles and coverage limitations and we may not be able to maintain this insurance. Also, it is possible that claims could exceed the limits of our coverage. Any interruption or breach in our systems could adversely affect our business operations and/or result in the loss of critical or sensitive confidential information or intellectual property, and could result in financial, legal, business and reputational harm to us or allow third parties to gain material, inside information that they use to trade in our securities.

If a breach of our measures protecting personal data covered by HIPAA or the HITECH Act occurs, we may incur significant liabilities.

        The Health Insurance Portability and Accountability Act of 1996, or HIPAA, as amended by the HITECH Act, and the regulations that have been issued under it, impose certain obligations, including mandatory contractual terms, with respect to safeguarding the privacy, security and transmission of protected health information. The requirements and restrictions apply to "covered entities" (which include health care providers and insurers) as well as to their business associates that receive protected health information from them in order to provide services to or perform certain activities on their behalves. The statute and regulations also impose notification obligations on covered entities and their business associates in the event of a breach of the privacy or security of protected health information. We occasionally receive protected health information from our customers in the course of our business. As such, we believe that we are business associates and therefore subject to HIPAA's requirements and restrictions with respect to handling such protected health information, and have executed business associate agreements with certain customers. Requirements applicable to business associates are complex and subject to varying interpretation. If we fail to comply or are deemed to have failed to comply with applicable privacy protection laws and regulations such failure could result in government enforcement actions and create liability for us, which could include substantial civil and/or criminal penalties, as well as private litigation and/or adverse publicity that could negatively affect our operating results and business.

We engage in transactions with related parties and such transactions present possible conflicts of interest that could have an adverse effect on our business, results of operations and financial condition.

        We have entered into a significant number of transactions with related parties. The details of certain of these transactions are set forth in the section "Certain Relationships and Related

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Transactions." Related party transactions create the possibility of conflicts of interest with regard to our management, including that:

    we may enter into contracts between us, on the one hand, and related parties, on the other, that are not as a result of arm's-length transactions;

    our executive officers and directors that hold positions of responsibility with related parties may be aware of certain business opportunities that are appropriate for presentation to us as well as to such other related parties and may present such business opportunities to such other parties; and

    our executive officers and directors that hold positions of responsibility with related parties may have significant duties with, and spend significant time serving, other entities and may have conflicts of interest in allocating time.

        Such conflicts could cause an individual in our management to seek to advance his or her economic interests or the economic interests of certain related parties above ours. Conversely, we may not be able to enter into transactions with third parties on terms as favorable as the terms of existing transactions with related parties. Further, the appearance of conflicts of interest created by related party transactions could impair the confidence of our investors. It is possible that a conflict of interest could have a material adverse effect on our business, results of operations and financial condition.

Our financial performance may be adversely affected by medical device tax provisions in healthcare reform laws.

        The Patient Protection and Affordable Care Act (the "PPACA") currently imposes, among other things, an excise tax of 2.3% on any entity that manufactures or imports medical devices offered for sale in the United States. Under these provisions, the Congressional Research Service predicts that the total cost to the medical device industry may be up to $20 billion over the next decade. The Internal Revenue Service issued final regulations implementing the tax in December 2012, which require, among other things, bi-monthly payments and quarterly reporting. The Consolidated Appropriations Act, 2016 (Pub. L. 114-113), signed into law in December 2015, included a two-year moratorium on the medical device excise tax. A second two-year moratorium on the medical device excise tax was signed into law in January 2018 as part of the Extension of Continuing Appropriations Act, 2018 (Pub. L. 115-120), extending the moratorium through December 31, 2019. Thus, the medical device excise tax does not apply to the sale of a taxable medical device by the manufacturer, producer, or importer of the device during the period beginning on January 1, 2016, and ending on December 31, 2019. If this legislation is not repealed by December 31, 2019, we will be subject to this 2.3% excise tax on sales of certain of our products in the United States including Apligraf, Dermagraft and PuraPly, which could have a material adverse effect on our business, results of operations and financial condition.

We could incur asset impairment charges related to certain leasehold improvements, which could adversely affect our business, results of operations and financial condition.

        Our long-term assets include property, plant and equipment of $45.5 million and $42.1 million for the years ended December 31, 2016 and 2017, respectively. Approximately $22 million of each of these amounts is attributable to certain leasehold improvements that we made to the buildings we lease at 275 Dan Road as part of our Canton, Massachusetts corporate headquarters. We review our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The build out to this property was suspended prior to completion and we are currently evaluating our future use of this property. If we decide that we do not intend to complete this buildout, either due to insufficient funding for this purpose or other business reasons, then these assets would be impaired. If an asset is determined to be impaired, the asset is written down to fair value, which is determined based on appraised value. Any such impairment could result in a non-cash charge equal to the full value of these improvements. During the year ended December 31, 2017, we did not recognize an impairment charge in relation to these leasehold improvements. Changes in our assumptions with respect to our expected use of these assets may result in an impairment charge in the future, which could adversely affect our business, results of operations and financial condition.

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Changes in accounting standards and subjective assumptions, estimates and judgments by management related to complex accounting matters could significantly affect our business, results of operations and financial condition.

        Generally accepted accounting principles and related accounting pronouncements, implementation guidelines and interpretations with regard to a wide range of matters that are relevant to our business are highly complex. These matters include, but are not limited to, revenue recognition, income taxes, impairment of goodwill and long-lived assets and equity-based compensation. Changes in these rules, guidelines or interpretations could significantly change our reported or expected financial performance or financial condition.

        In addition, the preparation of financial statements in conformity with GAAP requires management to make assumptions, estimates and judgments that affect the amounts reported in the consolidated financial statements and accompanying notes. We base our estimates and judgments on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. The results of these estimates form the basis for making judgments about the carrying values of assets, liabilities and equity, and the amount of net revenues and expenses that are not readily apparent from other sources. Our operating results may be adversely affected if our assumptions change or if actual circumstances differ from those in our assumptions, which could cause our operating results to fall below the expectations of securities analysts and investors, resulting in a decline in our stock price.

Risks Related to Regulation of Our Products and Other Government Regulations

        Unless the context otherwise requires, for purposes of this section, the terms "we," "us," "the Company," "Organogenesis" or "our company" refer to Organogenesis and its subsidiaries as they currently exist under Delaware law.

Obtaining the necessary regulatory approvals or clearances for certain of our products will be expensive and time-consuming and may impede our ability to fully exploit our technologies or otherwise limit our ability to meet other business objectives.

        As biological products and medical devices, many of the products that we market require regulatory approvals or clearances from the FDA, or from similar regulatory authorities outside of the United States, before they may legally be distributed in commerce. In particular, such products may require FDA approval of Biologics License Applications, or BLAs, under Section 351 of the Public Health Service Act (the "PHSA"), Premarket Approval, or PMA, submissions under Section 515 of the Federal Food, Drug, and Cosmetic Act, or FDCA, or may require clearance under Section 510(k) of the FDCA. Although we believe that we have all necessary regulatory approvals or clearances legally required for the products that we currently market, the introduction of new or modified products may require us to secure new approvals or clearances. Additionally, the FDA may take the position that some of the products that we currently market without premarket approval or clearance in fact require such approval or clearance. The process of obtaining an approved BLA or PMA requires the expenditure of substantial time, effort and financial resources and may take years to complete. Although obtaining clearance under section 510(k) is somewhat less burdensome, it is also associated with significant costs and resource commitments. The fee for filing a BLA, PMA or 510(k) notification, and the annual user fees for any establishment that manufactures biologics or medical devices, as well as product fees applicable to each approved product are substantial. There are also significant costs associated with conducting clinical trials to support approvals that cannot necessarily be estimated with any accuracy until investigational plans have been developed. Moreover, data obtained from clinical activities may show a lack of safety or efficacy or may be inconclusive or susceptible to varying interpretations, any of which could delay, limit or prevent regulatory approval. Failure or delay can occur at any time during the clinical trial process. Success in preclinical testing and early clinical trials

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does not ensure that later clinical trials will be successful. Even product candidates in later stages of clinical trials may fail to show the required safety profile or meet the efficacy endpoints despite having progressed through preclinical studies and initial clinical trials. A number of companies in the pharmaceutical and biotechnology industries have suffered significant setbacks in advanced clinical trials due to lack of efficacy or adverse safety profiles, notwithstanding promising results in earlier trials. We cannot be certain that we will not face similar setbacks. Even with positive clinical trial results, there may be other barriers to approval or clearance, and the FDA may not grant approval or clearance on a timely basis, or at all. Even if the FDA clears or approves our products, the clinical data submitted to the FDA may not be sufficient for payers to cover and/or adequately reimburse our customers for use of our products. Additionally, the FDA may limit the indications for use in an approval or clearance, or place other conditions on an approval, that could restrict the commercial application of the products.

We must comply with applicable post-marketing regulatory obligations, which could include obtaining new regulatory approvals or clearances.

        Following approval or clearance, some types of changes to the approved or cleared product, such as adding new indications or additional labeling claims or introducing manufacturing changes, are subject to FDA review and approval, which may require to further nonclinical or clinical testing. The costs and other resource burdens associated with obtaining new regulatory approvals or clearances for existing or future products may limit the resources available to us to fully exploit our technologies or may otherwise limit our ability to carry out other business activities. Depending on the nature of the change, we may determine that the change may be carried out without obtaining premarket approval or clearance. The FDA or another regulatory body could disagree with our conclusion and require such premarket approval or clearance, which would disrupt the marketing of these products, potentially expose us to regulatory sanctions, and have a material adverse effect on our business, financial condition and results of operations.

The FDA may determine that certain of our products that are, or are derived from, human cells or tissues do not qualify for regulation solely under Section 361 of the PHSA, and may require that the products be removed from the market until we obtain premarket clearance or approval.

        Certain of the products that we manufacture, process and distribute are, or are derived from, human cells or tissues, including amniotic tissue. The FDA has specific regulations governing human cells, tissues and cellular and tissue-based products, or HCT/Ps. In particular, HCT/Ps that meet certain criteria set forth in the FDA's regulations at 21 C.F.R. § 1271.10 are regulated solely under Section 361 of the PHSA, so-called "Section 361 HCT/Ps", and are not subject to any premarket clearance or approval requirements. They are also subject to less stringent post-market regulatory requirements than products regulated under Section 351 of the PHSA and/or under Sections 505, 510 or 515 of the FDCA. The Company has believed that certain of our HCT/Ps, including our products derived from amniotic membrane, qualify for regulation as Section 361 HCT/Ps. However, the regulatory classification of an HCT/P as a Section 361 HCT/P depends in part on the purposes for which the product is intended and in part on the processing to which an HCT/P is subject. On November 16, 2017, the FDA issued a final guidance document entitled, "Regulatory Considerations for Human Cells, Tissues, and Cellular and Tissue-Based Products: Minimal Manipulation and Homologous Use", or 361 HCT/P Guidance, which provides FDA's current thinking on how to apply the existing regulatory criteria for regulation as a Section 361 HCT/P. These include, in addition to other requirements, requirements that an HCT/P be both minimally manipulated and intended for homologous use. In general, "minimal manipulation" is a standard referring to the degree to which the original characteristics of an HCT/P have been altered by processing and "homologous use" refers to the requirement that an HCT/P perform the same basic function in the donor as in the recipient. In light of the 361 HCT/P Guidance, it may be necessary to revise our labeling and marketing claims for our amniotic membrane products, including our Affinity and NuShield products, to clarify that they are

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intended as wound coverings, to ensure that they meet the homologous use requirement and therefore continue to qualify as Section 361 HCT/Ps. To the extent that any cell- or tissue-based product that we distribute is deemed not to be an HCT/P or a Section 361 HCT/P, it will be subject to premarket clearance or approval requirements, as well as additional, more stringent post-market regulatory requirements. Further, it may be necessary to obtain FDA approval of a BLA for NuCel and ReNu because those products may be deemed to be more than minimally manipulated, not for homologous use, or otherwise not regulated as Section 361 HCT/Ps. In the event NuCel and ReNu are deemed not to be Section 361 HCT/Ps, compliance with applicable pre- and post-market regulatory requirements will involve significant time and substantial costs. We may also be required to suspend sales of NuCel and ReNu until FDA approval is obtained. Thus, any action by the FDA to apply the principles set forth in the 361 HCT/P Guidance to the HCT/Ps that we distribute could have adverse consequences for us and make it more difficult or expensive for us to conduct our business. The 361 HCT/P Guidance indicates that the FDA is providing a 36-month enforcement grace period to allow sufficient time for distributors of HCT/Ps to make any regulatory submissions and obtain any premarket approvals necessary to comply with the guidance. Although we believe that the 36-month grace period provides adequate time to comply, if we are unable to obtain BLA approvals for NuCel and ReNu within the 36-month time period, we may be required to suspend sales of those products until FDA approval is obtained. The ability to obtain approval for the uses for which the product is currently marketed cannot be assured. Moreover, even for those products that will remain regulated as Section 361 HCT/Ps, increasing regulatory scrutiny within the industry in which we operate could lead to heightened requirements, compliance with which could be costly. The costs and other resource burdens associated with any of these regulatory outcomes may limit the resources available to us to fully exploit our technologies or may otherwise limit our ability to carry out other business activities.

To the extent that the FDA may determine that certain of our products that are, or are derived from, human cells or tissues do not qualify for regulation solely under Section 361 of the PHSA, the introduction of new tissue products would become more expensive, expansion of our tissue product offerings could be significantly delayed, and we could be subject to additional post-market regulatory requirements.

        As stated above, in light of the 361 HCT/P Guidance, the FDA may determine that the types of cell- and tissue-based products that we distribute—and in particular, products derived from allografts consisting of human skin or amniotic tissue—are subject to premarket clearance or approval requirements. Should the FDA make such a determination, products of this type, including future products that we seek to introduce, will be much more costly to commercialize, as we will likely have to carry out preclinical work in animals and/or clinical trials in humans to support approval. Such preclinical work and clinical trials are expensive and time-consuming with no guarantee of success. In addition, these products will be subject to more stringent post-market regulatory requirements than those that currently apply, including but not limited to more stringent restrictions on advertising and promotion of these products, as well as more extensive adverse event reporting. In the future, we may also wish to market our existing HCT/P products for new intended uses that may render them ineligible for regulation as Section 361 HCT/Ps and cause them to require premarket clearance or approval under the medical device or biological product provisions of the FDCA and/or PHSA instead. Compliance with these requirements will involve significant time and substantial costs and could limit the resources available to us to fully exploit our technologies, including limiting our ability to introduce new allograft-derived products. Additionally, the FDA may not grant the necessary clearances or approvals.

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We conduct a range of nonclinical, as well as clinical trials, comparative effectiveness, economic and other studies of our products. Unfavorable results from these trials or studies or from similar trials or studies conducted by others may negatively affect the use or adoption of our products by physicians, hospitals and payers, which could have a negative impact on the market acceptance of these products and their profitability.

        We conduct a variety of nonclinical and clinical trials, comparative effectiveness studies and economic and other studies of our products in an effort to generate comprehensive clinical and real world outcomes data and cost effectiveness data in order to obtain product approval and drive further penetration in the markets we serve. In the event that these trials and studies, or similar trials and studies conducted by others, yield unfavorable results, those results could negatively affect the use or adoption of our products by physicians, hospitals and payers, thereby compromising market acceptance and profitability.

Our business is subject to continuing significant regulatory obligations by the FDA and other authorities, compliance with which is expensive and time-consuming and may impede our ability to fully exploit our technologies or otherwise limit our ability to meet other business objectives.

        Aside from the obligation to obtain regulatory approvals or clearances, companies such as ours have ongoing regulatory obligations that are expensive and time-consuming to meet. In particular, the production and marketing of our products are subject to extensive regulation and review by the FDA and numerous other governmental authorities both in the United States and abroad. As noted above, some of the products that we distribute are considered Section 361 HCT/Ps. The FDA's regulation of HCT/Ps includes requirements for registration and listing of products; donor screening and testing; processing and distribution, known as "Current Good Tissue Practices," or cGTP; labeling; record keeping and adverse-reaction reporting; and inspection and enforcement. Moreover, it is likely that the FDA's regulation of HCT/Ps will continue to evolve in the future. Complying with any such new regulatory requirements may entail significant time delays and expense, which could have a material adverse effect on our business, results of operations and financial condition. Our other products are regulated as biologics and medical devices, which are subject to even more stringent regulation by the FDA. As noted above, these products are subject to rigorous premarket review processes, and an approval or clearance may place substantial restrictions on the indications for which the product may be marketed or the population for whom it may be marketed, may require warnings to accompany the product or may impose other restrictions on the sale and/or use of the product. In addition, approved and cleared products are subject to continuing obligations to comply with other substantial regulatory requirements, including the FDA's cGTP regulations, the FDA's QSR and/or the FDA's Current Good Manufacturing Practices, or cGMP regulations, adverse event reporting, and FDA inspections. The costs and other resource burdens associated with maintaining regulatory approvals or clearances for our products and otherwise meeting our regulatory obligations may limit the resources available to us to fully exploit our technologies or may otherwise limit our ability to carry out other business activities

        In some states, the manufacture or distribution of HCT/Ps requires a license or permit to operate as a tissue bank or tissue distributor. We believe that, other than in Florida, we have all required state licenses or permits applicable to the distribution of HCT/Ps, but there is a risk that there may be state or local license or permit requirements of which we are unaware or with which we have not complied. In the event that such noncompliance exists in a given jurisdiction, we could be precluded from distributing HCT/Ps in that jurisdiction and also could be subject to fines or other penalties. If any such actions were to be instituted against us, it could adversely affect our business and/or financial condition. In connection with our acquisition of NuTech Medical in March 2017, we did not timely file a change of ownership notice for NuTech's tissue bank license with the Florida Agency for Health Care Administration for our cadaveric orthopedic products. Although a change of ownership application was submitted, we could be subject to fines or other penalties, including distribution restrictions on those two products, for failure to timely file. In June 2018, the change of ownership application was denied

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on the ground that it had not been timely filed. Accordingly, a new license application has been submitted and is pending.

        The American Association of Tissue Banks, or AATB, has issued operating standards for tissue banking. Compliance with these standards is a requirement in order to become an accredited tissue bank. In addition, some states have their own tissue banking regulations. In addition, procurement of certain human organs and tissue for transplantation is subject to the restrictions of the National Organ Transplant Act, or NOTA, which prohibits the transfer of certain human organs, including skin and related tissue for valuable consideration, but permits the reasonable payment associated with the removal, transportation, implantation, processing, preservation, quality control and storage of human tissue and skin. We reimburse tissue banks, hospitals and physicians for their services associated with the recovery, storage and transportation of donated human tissue. Although we have independent third party appraisals that confirm the reasonableness of the service fees we pay, if we were to be found to have violated NOTA's prohibition on the sale or transfer of human tissue for valuable consideration, we, our officers, or employees, would potentially be subject to criminal enforcement sanctions, which could materially and adversely affect our business, results of operations and financial condition.

Many of the products we manufacture and process are derived from human tissue and therefore have the potential for disease transmission.

        The utilization of human tissue creates the potential for transmission of communicable disease, including, but not limited to, human immunodeficiency virus, or HIV, viral hepatitis, syphilis and other viral, fungal or bacterial pathogens. We are required to comply with federal and state regulations intended to prevent communicable disease transmission.

        Although we maintain strict quality controls over the procurement and processing of our tissue, there is no assurance that these quality controls will be adequate. In addition, negative publicity concerning disease transmission from other companies' improperly processed donated tissue could have a negative impact on the demand for our products. If any of our products are implicated in the transmission of any communicable disease, our officers, employees and we could be subject to government sanctions including but not limited to recalls, and civil and criminal liability, with sanctions that include exclusion from doing business with the federal government. We could also be exposed to product liability claims from those who used or received our products as well as loss of our reputation.

Defects, failures or quality issues associated with our products could lead to product recalls or safety alerts, adverse regulatory actions, litigation, including product liability claims, and negative publicity that could erode our competitive advantage and market share and materially adversely affect our reputation, business, results of operations and financial condition.

        Quality is extremely important to us and our customers due to the serious and costly consequences of product failure. Quality and safety issues may occur with respect to any of our products, and our future operating results will depend on our ability to maintain an effective quality control system and effectively train and manage our workforce with respect to our quality system. The development, manufacture and control of our products are subject to extensive and rigorous regulation by numerous government agencies, including the FDA and similar foreign agencies. Compliance with these regulatory requirements, including but not limited to the FDA's QSR, GMPs and adverse events/recall reporting requirements in the United States and other applicable regulations worldwide, is subject to continual review and is monitored rigorously through periodic inspections by the FDA and foreign regulatory authorities. The FDA and foreign regulatory authorities may also require post-market testing and surveillance to monitor the performance of approved products. Our manufacturing facilities and those of our suppliers and independent sales agencies are also subject to periodic regulatory inspections. If the FDA or a foreign authority were to conclude that we have failed to comply with any of these requirements, it could institute a wide variety of enforcement actions, ranging from a public

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warning letter to more severe sanctions, such as product recalls or seizures, withdrawals, monetary penalties, consent decrees, injunctive actions to halt the manufacture or distribution of products, import detentions of products made outside the United States, export restrictions, restrictions on operations or other civil or criminal sanctions. Civil or criminal sanctions could be assessed against our officers, employees, or us. Any adverse regulatory action, depending on its magnitude, may restrict us from effectively manufacturing, marketing and selling our products.

        In addition, we cannot predict the results of future legislative activity or future court decisions, any of which could increase regulatory requirements, subject us to government investigations or expose us to unexpected litigation. Any regulatory action or litigation, regardless of the merits, may result in substantial costs, divert management's attention from other business concerns and place additional restrictions on our sales or the use of our products. In addition, negative publicity, including regarding a quality or safety issue, could damage our reputation, reduce market acceptance of our products, cause us to lose customers and decrease demand for our products. Any actual or perceived quality issues may also result in issuances of physician's advisories against our products or cause us to conduct voluntary recalls. Any product defects or problems, regulatory action, litigation, negative publicity or recalls could disrupt our business and have a material adverse effect on our business, results of operations and financial condition.

We may implement a product recall or voluntary market withdrawal, which could significantly increase our costs, damage our reputation and disrupt our business.

        The manufacturing, marketing and processing of our products involves an inherent risk that our products or processes may not meet manufacturing specifications, applicable regulatory requirements or quality standards. In that event, we may voluntarily implement a recall or market withdrawal or may be required to do so by a regulatory authority. A recall or market withdrawal of one of our products would be costly and would divert management resources. A recall or withdrawal of one of our products, or a similar product processed by another entity, also could impair sales of our products as a result of confusion concerning the scope of the recall or withdrawal, or as a result of the damage to our reputation for quality and safety.

As a condition of our Gintuit BLA, a pediatric study was required to be conducted, and we did not complete this study by the deadline set forth in the BLA approval letter. Gintuit could therefore be subject to enforcement action if marketing is resumed without completion of the required pediatric study.

        Sponsors of products for which the FDA has approved a BLA are obligated by the Pediatric Research Equity Act, or PREA, to carry out clinical trials of the products in pediatric populations, unless those requirements are waived. In 2012, we obtained FDA approval of a BLA for an oral tissue-engineered product to be marketed under the trade name Gintuit. Although Gintuit was not intended to be used in pediatric populations, the FDA imposed a requirement to conduct a pediatric study following approval. We originally planned to complete these studies within the timeframes established in the Gintuit approval letter. However, in 2014, we made a business decision to suspend commercialization of Gintuit; all manufacturing, commercial and clinical activities for the product were discontinued. At that time, we informed the FDA of this decision and requested suspension of the pediatric study requirement, at which time the FDA placed Gintuit on its discontinued products list. Notwithstanding our request that the pediatric study requirement be suspended, we were notified by the FDA on June 29, 2017 that the FDA had determined that we had not complied with our PREA obligations. We responded and submitted a formal request for an extension for the pediatric study requirement for Gintuit. However, on October 5, 2017, the FDA advised that our request had been denied. Although we believe that we are not currently subject to penalties for noncompliance because Gintuit is not on the market and there is accordingly no foreseeable use of the product in pediatric

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populations, the product could be viewed as misbranded and subject to seizure or other enforcement action if marketing is resumed without completion of the required pediatric study.

Our failure to comply with regulatory obligations could result in negative effects on our business.

        The failure by us or one of our suppliers to comply with applicable regulatory requirements could result in, among other things, the FDA or other governmental authorities:

    imposing fines and penalties on us;

    preventing us from manufacturing or selling our products;

    delaying or denying pending applications for approval or clearance of our products or of new uses or modifications to our existing products, or withdrawing or suspending current approvals or clearances;

    ordering or requesting a recall of our products;

    issuing warning letters;

    imposing operating restrictions, including a partial or total shutdown of production or investigation of any or all of our products;

    refusing to permit to import or export of our products;

    detaining or seizing our products;

    obtaining injunctions preventing us from manufacturing or distributing any or all of our products;

    commencing criminal prosecutions or seeking civil penalties; and

    requiring changes in our advertising and promotion practices.

        Failure to comply with applicable regulatory requirements could also result in civil actions against us by private parties (e.g., under the federal Lanham Act and/or state unfair competition laws), and other unanticipated negative consequences. If any of these actions were to occur it could harm our reputation and cause our product sales to suffer and may prevent us from generating revenue.

We are subject to various governmental regulations relating to the labeling, marketing and sale of our products.

        Both before and after a product is commercially released, we have ongoing responsibilities under regulations promulgated by the FDA and similar U.S. and foreign regulations governing product labeling and advertising, distribution, sale and marketing of our products.

        Manufacturers of medical devices and biological products are permitted to promote products solely for the uses and indications set forth in the approved or cleared product labeling. A number of enforcement actions have been taken against manufacturers that promote products for "off-label" uses (i.e., uses that are not described in the approved or cleared labeling), including actions alleging that claims submitted to government healthcare programs for reimbursement of products that were promoted for "off-label" uses are fraudulent in violation of the Federal False Claims Act or other federal and state statutes and that the submission of those claims was caused by off-label promotion. The failure to comply with prohibitions on "off-label" promotion can result in significant monetary penalties, revocation or suspension of a company's business license, suspension of sales of certain products, product recalls, civil or criminal sanctions, exclusion from participating in federal healthcare programs, or other enforcement actions. In the United States, allegations of such wrongful conduct

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could also result in a corporate integrity agreement with the U.S. government that imposes significant administrative obligations and costs.

We and our employees and contractors are subject, directly or indirectly, to federal, state and foreign healthcare fraud and abuse laws, including false claims laws. If we are unable to comply, or have not fully complied, with such laws, we could face substantial penalties.

        Our operations are subject to various federal, state and foreign fraud and abuse laws. These laws may constrain our operations, including the financial arrangements and relationships through which we market, sell and distribute our products.

        U.S. federal and state laws that affect our ability to operate include, but are not limited to:

    the federal Anti-Kickback Statute, which prohibits, among other things, persons or entities from knowingly and willfully soliciting, receiving, offering or paying any remuneration (including any kickback, bribe, or rebate), directly or indirectly, overtly or covertly, in cash or in kind in return for, the purchase, recommendation, leasing or furnishing of an item or service reimbursable under a federal healthcare program, such as the Medicare and Medicaid programs;

    federal civil and criminal false claims laws and civil monetary penalty laws, which prohibit, among other things, individuals or entities from knowingly presenting, or causing to be presented, claims for payment or approval from Medicare, Medicaid, or other government payers that are false or fraudulent;

    Section 242 of HIPAA codified at 18 U.S.C. § 1347, which created new federal criminal statutes that prohibit a person from knowingly and willfully executing a scheme or from making false or fraudulent statements to defraud any healthcare benefit program (i.e., public or private);

    federal transparency laws, including the so-called federal "sunshine" law, which requires the tracking and disclosure to the federal government by pharmaceutical and medical device manufacturers of payments and other transfers of value to physicians and teaching hospitals as well as ownership and investment interests that are held by physicians and their immediate family members; and

    state law equivalents of each of these federal laws, such as anti-kickback and false claims laws that may apply to items or services reimbursed by any third-party payer, including commercial insurers; state laws that require pharmaceutical and medical device companies to comply with their industry's voluntary compliance guidelines and the applicable compliance guidance promulgated by the federal government or otherwise restrict certain payments that may be made to healthcare providers and other potential referral sources; state laws that require drug and medical device manufacturers to report information related to payments and other transfers of value to physicians and other healthcare providers or marketing expenditures; state laws that prohibit giving gifts to licensed healthcare professionals; and state laws governing the privacy and security of health information in certain circumstances, many of which differ from each other in significant ways and may not have the same effect, thus complicating compliance efforts in certain circumstances, such as specific disease states.

        In particular, activities and arrangements in the healthcare industry are subject to extensive laws and regulations intended to prevent fraud, waste and other abusive practices. These laws and regulations may restrict or prohibit a wide range of activities or other arrangements related to the development, marketing or promotion of products, including pricing and discounting of products, provision of customer incentives, provision of reimbursement support, other customer support services, provision of sales commissions or other incentives to employees and independent contractors and other interactions with healthcare practitioners, other healthcare providers and patients.

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        Because of the breadth of these laws and the narrow scope of the statutory or regulatory exceptions and safe harbors available, our business activities could be challenged under one or more of these laws. Relationships between medical product manufacturers and health care providers are an area of heightened scrutiny by the government. We engage in various activities, including the conduct of speaker programs to educate physicians, the provision of reimbursement advice and support to customers, and the provision of customer and patient support services, that have been the subject of government scrutiny and enforcement action within the medical device industry.

        Government expectations and industry best practices for compliance continue to evolve and past activities may not always be consistent with current industry best practices. Further, there is a lack of government guidance as to whether various industry practices comply with these laws, and government interpretations of these laws continue to evolve, all of which creates compliance uncertainties. Any non-compliance could result in regulatory sanctions, criminal or civil liability and serious harm to our reputation. Although we have a comprehensive compliance program designed to ensure that our employees' and commercial partners' activities and interactions with healthcare professionals and patients are appropriate, ethical, and consistent with all applicable laws, regulations, guidelines, policies and standards, it is not always possible to identify and deter misconduct, and the precautions we take to detect and prevent this activity may not be effective in preventing such conduct, mitigating risks, or reducing the chance of governmental investigations or other actions or lawsuits stemming from a failure to comply with these laws or regulations.

        If a government entity opens an investigation into possible violations of any of these laws (which may include the issuance of subpoenas), we would have to expend significant resources to defend ourselves against the allegations. Allegations that we, our officers, or our employees violated any one of these laws can be made by individuals called "whistleblowers" who may be our employees, customers, competitors or other parties. Government policy is to encourage individuals to become whistleblowers and file a complaint in federal court alleging wrongful conduct. The government is required to investigate all of these complaints and decide whether to intervene. If the government intervenes and we are required to pay money back to the government, the whistleblower, as a reward, is awarded a percentage. If the government declines to intervene, the whistleblower may proceed on her own and, if she is successful, she will receive a percentage of any judgment or settlement amount the company is required to pay. The government may also initiate an investigation on its own. If any such actions are instituted against us, those actions could have a significant impact on our business, including the imposition of significant fines, and other sanctions that may materially impair our ability to run a profitable business. In particular, if our operations are found to be in violation of any of the laws described above or if we agree to settle with the government without admitting to any wrongful conduct or if we are found to be in violation of any other governmental regulations that apply to us, we, our officers and employees may be subject to sanctions, including civil and criminal penalties, damages, fines, exclusion from participation in government health care programs, such as Medicare and Medicaid, imprisonment, the curtailment or restructuring of our operations and the imposition of a corporate integrity agreement, any of which could adversely affect our business, results of operations and financial condition.

We could be subject to legal exposure if we do not report the average sales prices, or ASP, to government agencies or if our reporting is not accurate and complete.

        Our products are reimbursed by Medicare in physician office settings at a rate of ASP plus 6% less the sequestration amount (2% of the government's 80% portion). The ASP reimbursement methodology requires us to report, to the government, the ASP for each of our products every quarter. Government price reporting requirements are complex. If we do not report ASP at all or if we report ASP incorrectly we could be subject to civil monetary penalties and/or, if the violation is knowing or reckless, be subject to false claims act liability. In the case of very serious or repeated violations, we

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could be excluded from doing business with the Medicare program and other federal healthcare programs.

Our officers, employees, independent contractors, principal investigators, consultants and commercial partners may engage in misconduct or activities that are improper under other laws and regulations, which would create liability for us.

        We are exposed to the risk that our officers, employees, independent contractors (including contract research organizations, or CROs), principal investigators, consultants and commercial partners may engage in fraudulent conduct or other illegal activity and/or may fail to disclose unauthorized activities to us. Misconduct by these parties could include, but is not limited to, intentional, reckless and/or negligent failures to comply with:

    the laws and regulations of the FDA and its foreign counterparts requiring the reporting of true, complete and accurate information to such regulatory bodies, including but not limited to safety problems associated with the use of our products;

    laws and regulations of the FDA and its foreign counterparts concerning the conduct of clinical trials and the protection of human research subjects;

    other laws and regulations of the FDA and its foreign counterparts relating to the manufacture, processing, packing, holding, investigating or distributing in commerce of medical devices, biological products and/or HCT/Ps; or

    manufacturing standards we have established.

        In particular, companies involved in the manufacture of medical products are subject to laws and regulations intended to ensure that medical products that will be used in patients are safe and effective, and specifically that they are not adulterated or contaminated, that they are properly labeled, and have the identity, strength, quality and purity that which they are represented to possess. Further, companies involved in the research and development of medical products are subject to extensive laws and regulations intended to protect research subjects and ensure the integrity of data generated from clinical trials and of the regulatory review process. Any misconduct in any of these areas—whether by our own employees or by contractors, vendors, business associates, consultants, or other entities acting as our agents—could result in regulatory sanctions, criminal or civil liability and serious harm to our reputation. Although we have a comprehensive compliance program designed to ensure that our employees', CRO partners', principal investigators', consultants', and commercial partners' activities and interactions with healthcare professionals and patients are appropriate, ethical, and consistent with all applicable laws, regulations, guidelines, policies and standards, it is not always possible to identify and deter misconduct, and the precautions we take to detect and prevent this activity may not be effective in preventing such conduct, mitigating risks, or reducing the chance of governmental investigations or other actions or lawsuits stemming from a failure to comply with these laws or regulations. If any such actions are instituted against us, those actions could have a significant impact on our business, including the imposition of significant fines, and other sanctions that may materially impair our ability to run a profitable business.

We face significant uncertainty in the industry due to government healthcare reform and other legislative action.

        There have been and continue to be laws enacted by the federal government, state governments, regulators and third party payers to control healthcare costs, and generally, to reform the healthcare system in the United States. For example, the Healthcare Reform Act substantially changed the way healthcare is delivered and financed by both governmental and private insurers. These changes included the creation of demonstration programs and other value-based purchasing initiatives that provide

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financial incentives for physicians and hospitals to reduce costs, including incentives for furnishing low cost therapies for chronic wounds even if those therapies are less effective than our products. Under the Trump Administration, there are ongoing efforts to modify or repeal all or part of PPACA or take executive action that affects its implementation. Tax reform legislation was recently passed that includes provisions that will impact healthcare insurance coverage and payment such as the elimination of the tax penalty for individuals who do not maintain health insurance coverage beginning in 2019 (the so-called "individual mandate"). Such actions or similar actions could have a negative effect on the utilization of our products. We expect such efforts to continue and that there will be additional reform proposals at federal and state levels. We cannot predict whether additional reform proposals will be adopted, when they will be adopted, or what impact they may have on us, but any such proposals could have a negative impact on our business and provide incentives for hospitals and physicians to not use our products.

        General legislative action may also affect our business. For example, the Budget Control Act of 2011 includes provisions to reduce the federal deficit. The Budget Control Act, as amended, resulted in the imposition of reductions of up to 2% in Medicare payments to providers which began in April, 2013 and will remain in effect through 2025 unless additional congressional action is taken. These or other similar reductions in government healthcare spending could result in reduced demand for our products or additional pricing pressure.

If we fail to comply with environmental, health and safety laws and regulations, we could become subject to fines or penalties or incur costs that could have a material adverse effect on our business, results of operations and financial condition.

        We are subject to numerous environmental, health and safety laws and regulations, including those governing laboratory procedures and the handling, use, storage, treatment, manufacture and disposal of hazardous materials and wastes. Our operations involve the use of hazardous and flammable materials, including chemicals and biological materials. Our operations also produce hazardous waste products. We generally contract with third parties for the disposal of these materials and wastes. We cannot eliminate the risk of contamination or injury from these materials. In the event of contamination or injury resulting from our use of hazardous materials, we could be held liable for any resulting damages, and any liability could exceed our resources. We also could incur significant costs associated with civil or criminal fines and penalties.

        Although we maintain workers' compensation insurance to cover us for costs and expenses we may incur due to injuries to our employees resulting from the use of hazardous materials or other work-related injuries, this insurance may not provide adequate coverage against potential liabilities. In addition, we may incur substantial costs in order to comply with current or future environmental, health and safety laws and regulations. These current or future laws and regulations may impair our research, development or production efforts. Failure to comply with these laws and regulations also may result in substantial fines, penalties or other sanctions.

Our sales into foreign markets expose us to risks associated with international sales and operations.

        We are currently selling into foreign markets and plan to expand such sales. Managing a global organization is difficult, time consuming, and expensive. Conducting international operations subjects us to risks that could be different than those faced by us in the United States. The sale and shipment of our products across international borders, as well as the purchase of components and products from international sources, subject us to extensive U.S. and foreign governmental trade, import and export and customs regulations and laws, including but not limited to, the Export Administration Regulations and trade sanctions against embargoed countries, which are administered by the Office of Foreign Assets Control within the Department of the Treasury, as well as the laws and regulations administered

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by the Department of Commerce. These regulations limit our ability to market, sell, distribute or otherwise transfer our products or technology to prohibited countries or persons.

        Compliance with these regulations and laws is costly, and failure to comply with applicable legal and regulatory obligations could adversely affect us in a variety of ways that include, but are not limited to, significant criminal, civil and administrative penalties, including imprisonment of individuals, fines and penalties, denial of export privileges, seizure of shipments and restrictions on certain business activities. Also, the failure to comply with applicable legal and regulatory obligations could result in the disruption of our distribution and sales activities.

        These risks may limit or disrupt our expansion, restrict the movement of funds or result in the deprivation of contractual rights or the taking of property by nationalization or expropriation without fair compensation. Operating in international markets also requires significant management attention and financial resources.

We could be adversely affected by violations of the U.S. Foreign Corrupt Practices Act and similar worldwide anti-bribery laws.

        The U.S. Foreign Corrupt Practices Act, or FCPA, the U.K. Bribery Act of 2010, and similar anti-bribery laws in other jurisdictions generally prohibit companies and their intermediaries from making improper payments for the purpose of obtaining or retaining business. Our policies mandate compliance with these anti-bribery laws, including the requirements to maintain accurate information and internal controls. We operate in many parts of the world that have experienced governmental corruption to some degree and in certain circumstances, strict compliance with anti-bribery laws may conflict with local customs and practices. There is no assurance that our internal control policies and procedures will protect us from acts committed by our employees or agents. If we are found to be liable for FCPA or other violations (either due to our own acts or our inadvertence, or due to the acts or inadvertence of others), we could suffer from civil and criminal penalties or other sanctions, including contract cancellations or debarment, and loss of reputation, any of which could have a material adverse impact on our business, financial condition, and results of operations.

Risks Related to Reimbursement for our Products

        Unless the context otherwise requires, for purposes of this section, the terms "we," "us," "the Company," "Organogenesis" or "our company" refer to Organogenesis and its subsidiaries as they currently exist under Delaware law.

The rate of reimbursement and coverage for the purchase of our products by government and private insurance is subject to change.

        Sales of almost all of our products depend partly on the ability of our customers to obtain reimbursement for the cost of our products under government health benefit programs such as Medicare and Medicaid and from other global government authorities. Government health benefit programs and private health plans continuously seek to reduce healthcare costs. For example, in 2014, Medicare unexpectedly established a policy to stop making separate payment for our products in certain clinical settings. This policy required us to reduce prices for our products which caused significant reduction in our revenue. As of January 1, 2018, our PuraPly AM and PuraPly products no longer qualified for separate payments under Medicare and this change has resulted in a reduction in our revenue as compared to prior periods.

        On March 23, 2018, the United States Congress passed, and the President signed into law, the Consolidated Appropriations Act of 2018, or the Appropriations Act. The Appropriations Act restores the pass-through status effective October 1, 2018 for drugs or biologicals whose period of pass-through payment status ended on December 31, 2017 and for which payment was packaged into a covered

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hospital outpatient service furnished beginning on January 1, 2018; PuraPly and PuraPly AM meet these conditions. As a result, PuraPly and PuraPly AM will continue to be included in the "bundled" payment structure from January 1, 2018 through September 30, 2018 after which time Medicare is expected to resume making pass-through payments to hospitals when they use PuraPly and PuraPly AM in the outpatient hospital setting and in ASCs. PuraPly and PuraPly AM will retain this "pass-through" reimbursement status through September 30, 2020. While CMS has regulatory proposals confirming that PuraPly AM and PuraPly are included as biologicals with pass-through payment status, it also requested comments on these proposals, including with respect to which products should qualify for pass-through payment status. Although we do not believe that CMS has the discretion to change its determination that the Appropriations Act restores pass-through status for PuraPly AM and PuraPly, the final rule is expected to be issued in the fourth quarter of 2018 after conclusion of the comment period, which ends on September 24, 2018, and the time required for the agency to complete its review of all comments received. Other skin substitute products, including all of our other products, will remain in the bundled payment structure.

        Our success will depend in part on the extent to which coverage and adequate reimbursement for the costs of such products and related treatments will be available from government health administration authorities, private health insurers and other third-party payers and we do not know whether such reimbursement will be available. For example, currently most private payers provide limited coverage for our PuraPly AM, PuraPly, Affinity and NuShield products and as a result there is limited use of these products for patients covered by private payers.

        The continuing efforts of government agencies, private health plans and other payers of healthcare services to contain or reduce costs of healthcare may adversely affect:

    the availability of our products due to restricted coverage;

    the ability of our customers to pay for our products;

    our ability to maintain pricing so as to generate revenues or achieve or maintain profitability; and

    our ability to access capital.

        Payers are increasingly attempting to contain healthcare costs by limiting both the breadth of coverage and the level of reimbursement, particularly for new therapeutic products generally or specifically for new therapeutic products that target an indication that is perceived to be well served by existing treatments. Specifically, the Patient Protection and Affordable Care Act, or PPACA, enacted in 2010 contains provisions for Medicare demonstration programs that create financial incentives to treat patients with chronic wounds conservatively and not use our products. Furthermore, other than the PuraPly AM and PuraPly products through 2017, our products are not paid separately in the outpatient hospital setting which is our largest customer base. This payment policy has created incentives to use our competitors' products. Accordingly, even if coverage and reimbursement are provided, market acceptance of our products has been and will be adversely affected if access to coverage is administratively burdensome to obtain and/or use of our products is administratively burdensome or unprofitable for healthcare providers or less profitable than alternative treatments. In addition, reimbursement from Medicare, Medicaid and other third-party payers is usually adjusted yearly as a result of legislative, regulatory and policy changes as well as budgetary pressures. Possible reductions in, or eliminations of, coverage or reimbursement by third-party payers, or the denial of, or provision of uneconomical reimbursement for new products, as a result of these changes may affect our customers' revenue and ability to purchase our products. Any changes in the healthcare regulatory, payment or enforcement landscape relative to our customers' healthcare services also has the potential to significantly affect our operations and revenue. In addition, Medicare uses regional contractors called Medicare Administrative Contractors, or MACs, to process claims, develop coverage policies and make

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payments within designated geographic jurisdictions. While our products are currently covered by most MACs, we cannot be certain they will be in the future.

        While we cannot predict the outcome of current or future legislation, we anticipate, particularly given the recent focus on healthcare reform legislation, that governmental authorities will continue to introduce initiatives directed at lowering the total cost of healthcare and restricting coverage and reimbursement for our products. If we are not successful in obtaining adequate reimbursement for our products from third party payers, the market's acceptance of our products could be adversely affected. Inadequate reimbursement levels also likely would create downward price pressure on our products. Even if we do succeed in obtaining widespread reimbursement for our products, future changes in reimbursement policies could have a negative impact on our business, financial condition and results of operations.

Our PuraPly AM and PuraPly products transitioned off "pass-through" reimbursement status to a "bundled" reimbursement structure beginning on January 1, 2018, which has resulted in a decline in our PuraPly AM and PuraPly revenues as compared to prior periods. Although new legislation will restore pass-through status for these products beginning on October 1, 2018, they will again lose this preferred status on October 1, 2020.

        Under Medicare, our PuraPly AM and PuraPly products had pass-through reimbursement status through December 31, 2017 when used in the hospital outpatient and ASC setting. Hospitals and ASCs that use products with "pass-through" status receive a separate payment for the product in addition to the bundled payment, known as a "pass through" payment, resulting in a higher total reimbursement for procedures that use these products. "Pass through" status is typically granted for a two to three year period in order to encourage the development of innovative medical devices, drugs and biologics. As of January 1, 2018, PuraPly AM and PuraPly transitioned to the "bundled" payment structure applicable to other skin substitutes, which provides for a two-tiered payment system in the hospital outpatient and ASC setting and results in a single payment to the provider that covers both the application of the product and the product itself. Under the Appropriations Act, the pass-through status of certain products, including PuraPly AM and PuraPly, are expected to be restored effective October 1, 2018 and they will retain that status through September 30. 2020. As a result of the transition to the bundled payment structure, total Medicare reimbursement for procedures using our PuraPly AM and PuraPly products have decreased during the nine months ended September 30, 2018 and may decrease substantially during fiscal 2018. While the precise impact of this transition to the bundled payment structure during 2018 is currently unknown, a substantial decrease in revenue from our PuraPly AM and PuraPly products, which are key products in our portfolio, could occur and have a material adverse effect on our business, results of operations and financial condition. Although Medicare has indicated that it will resume making pass through payments for PuraPly AM and PuraPly products in the outpatient hospital and ASC setting beginning on October 1, 2018 pursuant to the Appropriations Act, all other skin substitute products, including all of our other products, will remain in the bundled payment structure. Because CMS will remove from the bundled payment all amounts attributable to PuraPly AM and PuraPly while they have pass-through status, the bundled payments that will be applicable to our other skin substitute products, such as Apligraf and Dermagraft, will likely decrease and this decrease could also have a material and adverse effect our revenue from these products. In addition, legislation could be enacted in the future to repeal the provisions of the Appropriations Act that relate to pass-through status and terminate or shorten the period during which pass-through will apply to PuraPly AM and PuraPly. Per the existing terms of the Appropriations Act, PuraPly AM and PuraPly will transition back into the bundled payment structure on October 1, 2020 and the loss of the pass-through payment status may result in lower revenue for PuraPly AM and PuraPly which could have a material adverse effect on our business, results of operations and financial condition.

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Cost-containment efforts of our customers, purchasing groups, third-party payers and governmental organizations could adversely affect our business, results of operations and financial condition.

        Many existing and potential customers for our products within the United States are members of GPOs and/or IDNs, including accountable care organizations or public-based purchasing organizations, and our business is partly dependent on major contracts with these organizations. Our products can be contracted under national tenders or with larger hospital GPOs. GPOs and IDNs negotiate pricing arrangements with healthcare product manufacturers and distributors and offer the negotiated prices to affiliated hospitals and other members. GPOs and IDNs typically award contracts on a category-by-category basis through a competitive bidding process. At any given time, we are typically at various stages of responding to bids and negotiating and renewing GPO and IDN agreements, including agreements that would otherwise expire. Bids are generally solicited from multiple manufacturers or service providers with the intention of obtaining lower pricing. Due to the highly competitive nature of the bidding process and the GPO and IDN contracting processes in the United States, we may not be able to obtain or maintain contract positions with major GPOs and IDNs across our product portfolio. Failure to be included in certain of these agreements could have a material adverse effect on our business, financial condition and results of operations. In addition, while having a contract with a major purchaser, such as a GPO or IDN, for a given product category can facilitate sales, sales volumes of those products may not be maintained. For example, GPOs and IDNs are increasingly awarding contracts to multiple suppliers for the same product category. Even when we are the sole contracted supplier of a GPO or IDN for a certain product category, members of the GPO or IDN generally are free to purchase from other suppliers. Furthermore, GPO and IDN contracts typically are terminable without cause upon 60 to 90 days' notice. The healthcare industry has been consolidating, and the consolidation among third-party payers into larger purchasing groups will increase their negotiating and purchasing power. Such consolidation may result in greater pricing pressure on us due to pricing concessions and may further exacerbate the risks described above.

Risks Related to Our Intellectual Property

        Unless the context otherwise requires, for purposes of this section, the terms "we," "us," "the Company," "Organogenesis" or "our company" refer to Organogenesis and its subsidiaries as they currently exist under Delaware law.

Our patents and other intellectual property rights may not adequately protect our products.

        Our ability to compete effectively will depend, in part, on our ability to maintain the proprietary nature of our technology and manufacturing processes. We rely on manufacturing and other know-how, patents, trade secrets, trademarks, license agreements and contractual provisions to establish our intellectual property rights and protect our products. These legal means, however, afford only limited protection and may not adequately protect our rights. The failure to obtain, maintain, enforce or defend such intellectual property rights, for any reason, could allow third parties to make competing products or impact our ability to develop, manufacture and market our own products on a commercially viable basis, or at all, which could have a material adverse effect on our revenues, financial condition or results of operations.

        In particular, we rely primarily on trade secrets, know-how and other unpatented technology, which are difficult to protect. Although we seek such protection in part by entering into confidentiality agreements with our vendors, employees, consultants and others who may have access to proprietary information, we cannot be certain that these agreements will not be breached, adequate remedies for any breach would be available or our trade secrets, know-how and other unpatented proprietary technology will not otherwise become known to or be independently developed by our competitors. If we are unsuccessful in protecting our intellectual property rights, sales of our products may suffer and our ability to generate revenue could be severely impacted.

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        We have filed applications to register various trademarks for use in connection with our products in various countries and also, with respect to certain products, rely on the trademarks of third parties. These trademarks may not afford adequate protection. We or these third parties also may not have the financial resources to enforce the rights under these trademarks which may enable others to use the trademarks and dilute their value. Additionally, our marks may be found to conflict with the trademarks of third parties. In such a case, we may not be able to derive any value from such trademarks or, even, may be required to cease using the conflicting mark. The value of our trademarks may also be diminished by our own actions, such as failing to impose appropriate quality control when licensing our trademarks. Any of the foregoing could impair the value of, or ability to use, our trademarks and have an adverse effect on our business.

        Most of the key patents related to our marketed products are expired. We have no patent protection covering, for example, our Apligraf, Dermagraft, or NuShield products. However, in addition to trade secrets, trademarks, know-how and other unpatented technology, we have pursued and plan to continue to pursue patent protection where we believe that doing so offers potential commercial benefits. However, we may be incorrect in our assessments of whether or when to pursue patent protection. Moreover, patents may not issue from any of our pending patent applications. Even if we obtain or in-license issued patents, such patent rights may not provide valid patent protection sufficiently broad to prevent any third party from developing, using or commercializing products that are similar or functionally equivalent to our products or technologies, or otherwise provide any competitive advantage. In addition, these patent rights may be challenged, revoked, invalidated, infringed or circumvented by third parties. Laws relating to such rights may in the future be changed or withdrawn in a manner adverse to us.

        Additionally, our products, or the technologies or processes used to formulate or manufacture our products may now, or in the future, infringe the patent rights of third parties. It is also possible that third parties will obtain patent or other proprietary rights that might be necessary or useful for the development, manufacture or sale of our products. In such cases, we may need or choose to obtain licenses for intellectual property rights from others and it is possible that we may not be able to obtain these licenses on commercially reasonable terms, if at all.

Pending and future intellectual property litigation could be costly and disruptive and may have an adverse effect on our business, results of operations and financial condition.

        We operate in an industry characterized by extensive intellectual property litigation. Defending intellectual property litigation is expensive and complex, takes significant time and diverts management's attention from other business concerns, and the outcomes are difficult to predict. We have in the past been subject to claims that our products or technology violate a third party's intellectual property rights, and we may be subject to such assertions in the future. Any pending or future intellectual property litigation may result in significant damage awards, including treble damages under certain circumstances, and injunctions that could prevent the manufacture and sale of affected products or could force us to seek a license and/or make significant royalty or other payments in order to continue selling the affected products. Such licenses may not be available on commercially reasonable terms, if at all. We have in the past and may in the future choose to settle disputes involving third party intellectual property by taking a license. Such licenses or other settlements may involve, for example, upfront payments, yearly maintenance fees and royalties. At any given time, we are involved as either a plaintiff or a defendant in a number of intellectual property actions, the outcomes of which may not be known for prolonged periods of time. A successful claim of patent or other intellectual property infringement or misappropriation against us could materially adversely affect our business, results of operations and financial condition.

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We may be subject to damages resulting from claims that we, our employees, or our independent contractors have wrongfully used or disclosed alleged trade secrets, proprietary or confidential information of our competitors or are in breach of non-competition or non-solicitation agreements with our competitors.

        Some of our employees were previously employed at other medical device, pharmaceutical or biotechnology companies. We may also hire additional employees who are currently employed at other medical device, pharmaceutical or biotechnology companies, including our competitors. Additionally, consultants or other independent agents with which we may contract may be or have been in a contractual arrangement with one or more of our competitors. Although no claims are currently pending, we may be subject to claims that we, our employees, or our independent contractors have inadvertently or otherwise used or disclosed trade secrets or other proprietary information of these former employers or competitors. In addition, we have been and may in the future be subject to claims that we caused an employee to breach the terms of his or her non-competition or non-solicitation agreement. Litigation may be necessary to defend against these claims. Even if we are successful in defending against these claims, litigation could result in substantial costs and be a distraction to management. If we fail to defend such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights or personnel. There can be no assurance that this type of litigation will not continue, and any future litigation or the threat thereof may adversely affect our ability to hire additional direct sales representatives, or other personnel. A loss of key personnel or their work product could hamper or prevent our ability to market existing or new products, which could severely harm our business.

We may become involved in lawsuits to protect or enforce our patents or other intellectual property, which could be expensive, time-consuming and ultimately unsuccessful.

        Competitors may infringe or misappropriate the patents or other intellectual property that we own or license. In response, we may be required to file infringement claims, which can be expensive and time-consuming. Any claims we assert against perceived infringers could provoke these parties to assert counterclaims against us, such as alleging that we infringe their patents. In addition, in a patent infringement proceeding, a court may decide that a patent that we own or license is invalid or unenforceable, in whole or in part, construe the patent's claims narrowly or conclude that there is no infringement. An adverse result in any litigation or defense proceeding could put one or more of our patents at risk of being invalidated or interpreted narrowly and could put our patent applications at risk of not issuing.

        Interference proceedings provoked by third parties or brought by us may be necessary to determine the priority of inventions with respect to the patents or patent applications that we own or license. An unfavorable outcome could require us to cease using the invention or attempt to license rights to it from the prevailing party. Our business could be harmed if the prevailing party does not offer us a license on commercially reasonable terms. Our defense of litigation or interference proceedings may fail and, even if successful, may result in substantial costs and distract our management and other employees. We may not be able to prevent, alone or with our licensors, misappropriation of our intellectual property rights, particularly in countries where the laws may not protect those rights as fully as in the United States.

If we are unable to protect the confidentiality of our trade secrets and know-how, our business and competitive position would be harmed.

        We seek to protect our proprietary technology and processes, in part, by entering into confidentiality and assignment of inventions agreements with our employees, consultants, scientific advisors and contractors. We also seek to preserve the integrity and confidentiality of our data and trade secrets by maintaining physical security of our premises and physical and electronic security of our information technology systems. Despite our efforts, agreements may be breached and security measures may fail, and we may not have adequate remedies for any breach or failure. In addition, our trade secrets and know-how may otherwise become known or be independently discovered by competitors.

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        Enforcing a claim that a party illegally disclosed or misappropriated a trade secret is difficult, expensive and time-consuming, and the outcome is unpredictable. In addition, some courts inside and outside the United States are less willing or unwilling to protect trade secrets. Moreover, if any of our trade secrets were to be lawfully obtained or independently developed by a competitor, we would have no right to prevent them, or those to whom they communicate it, from using that technology or information to compete with us. If any of our trade secrets were to be disclosed to or independently developed by a competitor, our competitive position would be harmed.

We may be subject to claims challenging the inventorship or ownership of the patents and other intellectual property that we own or license.

        We may be subject to claims that former employees, collaborators or other third parties have an ownership interest in the patents and intellectual property that we own or license. While it is our policy to require our employees and contractors who may be involved in the development of intellectual property to execute agreements obligating them to assign such intellectual property to us, we may be unsuccessful in executing such an agreement with each party who in fact develops intellectual property that we regard as our own; our licensors may face similar obstacles. We could be subject to ownership disputes arising, for example, from conflicting obligations of consultants or others who are involved in developing our product candidates. Litigation may be necessary to defend against any claims challenging inventorship or ownership. If we fail in defending any such claims, we may have to pay monetary damages and may lose valuable intellectual property rights, such as exclusive ownership of, or right to use, intellectual property, which could adversely impact our business, results of operations and financial condition.

Obtaining and maintaining patent protection depends on compliance with various procedural, document submission, fee payment and other requirements imposed by governmental agencies, and our patent protection could be reduced or eliminated for non-compliance with these requirements.

        Periodic maintenance fees, renewal fees, annuity fees and other fees on patents and patent applications will be due to be paid to the U.S. Patent and Trademark Office and similar foreign agencies in several stages over the lifetime of the patents and patent applications. We rely on our outside counsel to pay these fees due to foreign patent agencies. The U.S. Patent and Trademark Office and various foreign patent agencies require compliance with a number of procedural, documentary, fee payment and other provisions during the patent application process. We employ law firms and other professionals to help us comply, and in many cases, an inadvertent lapse can be cured by payment of a late fee or by other means in accordance with the applicable rules. However, there are situations in which non-compliance can result in abandonment or lapse of the patent or patent application, resulting in partial or complete loss of patent rights in the relevant jurisdiction. In such an event, potential competitors might be able to enter the market, which could have a material adverse effect on our business, results of operations and financial condition.

Changes in U.S. patent law could diminish the value of patents in general, thereby impairing our ability to protect our products.

        Success in the biopharmaceutical industry is heavily dependent on intellectual property, particularly patents. Obtaining and enforcing patents in the pharmaceutical industry involve both technological and legal complexity, and therefore obtaining and enforcing pharmaceutical patents is costly, time-consuming and inherently uncertain.

        Recent patent reform legislation could increase the uncertainties and costs of prosecuting patent applications and enforcing and defending patents. Enacted in 2011, the Leahy-Smith America Invents Act, or the Leahy-Smith Act, made significant changes to U.S. patent law, including provisions that affect the prosecution of patent applications and also affect patent litigation. The U.S. Patent and Trademark Office developed new regulations and procedures to govern administration of the Leahy-Smith Act, and many of the substantive changes to patent law associated with the Leahy-Smith Act,

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including the first to file provisions, only became effective in March 2013. The full impact of the Leahy-Smith Act on our business is not yet clear, but it could result in increased costs and more limited patent protection, either of which could adversely affect our business, results of operations and financial condition.

        Moreover, recent U.S. Supreme Court rulings have narrowed the scope of patent protection available in certain circumstances and weakened the rights of patent owners in certain situations. In addition to increasing uncertainty regarding our ability to obtain patents in the future, this combination of events has created uncertainty regarding the value of any patents we do obtain. Depending on decisions by the U.S. Congress, the federal courts, and the U.S. Patent and Trademark Office, the laws and regulations governing patents could change in unpredictable ways that would weaken our ability to obtain new patents or to enforce any current or future patents that we may own or license.

Risks Related to Our Indebtedness

        Unless the context otherwise requires, for purposes of this section, the terms "we," "us," "the Company," "Organogenesis" or "our company" refer to Organogenesis and its subsidiaries as they currently exist under Delaware law.

Our substantial indebtedness may have a material adverse effect on our business, results of operations and financial condition.

        We have a significant amount of indebtedness. As of September 30, 2018, we and our subsidiaries had approximately $113.8 million of aggregate principal amount of indebtedness outstanding (including $5.0 million of deferred acquisition expenses related to our acquisition of NuTech Medical). Although we expect to reduce the principal amount of our outstanding indebtedness by approximately $67.7 million in connection with the business combination, we still expect to have approximately $46.1 million of aggregate principal amount of indebtedness outstanding following the closing of the business combination. Our substantial level of indebtedness increases the risk that we may be unable to generate cash sufficient to pay amounts due in respect of our indebtedness. Our substantial indebtedness could have other important consequences to our debt holders and significant effects on our business. For example, it could:

    increase our vulnerability to adverse changes in general economic, industry and competitive conditions;

    require us to dedicate a substantial portion of our cash flow from operations to making payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures and other general corporate purposes;

    limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;

    expose us to the risk of increased interest rates as certain of our borrowings are at variable rates, and we may not be able to enter into interest rate swaps and any swaps we enter into may not fully mitigate our interest rate risk;

    restrict us from capitalizing on business opportunities;

    make it more difficult to satisfy our financial obligations, including payments on our indebtedness;

    place us at a competitive disadvantage compared to our competitors that have less debt; and

    limit our ability to borrow additional funds for working capital, capital expenditures, acquisitions, debt service requirements, execution of our business strategy or other general corporate purposes.

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        In addition, the credit agreements governing our senior secured and subordinated credit facilities collateralize substantially all of our personal property and assets, including our intellectual property, and contain restrictive covenants that limit our ability to engage in activities that may be in our long-term best interests. Our failure to comply with those covenants could result in an event of default that, if not cured or waived, could result in the acceleration of all of our indebtedness.

Despite our current level of indebtedness, we may still be able to incur substantially more debt. This could further exacerbate the risks associated with our substantial leverage.

        We may be able to incur significant additional indebtedness in the future. Although the credit agreements governing our senior secured and subordinated credit facilities limit our ability and the ability of our present and future subsidiaries to incur additional indebtedness, the terms of the senior secured and subordinated credit facilities permit us to incur significant additional indebtedness. In addition, the credit agreements governing our senior secured and subordinated credit facilities do not prohibit us from incurring obligations that do not constitute indebtedness as defined therein. To the extent that we incur additional indebtedness or such other obligations, the risk associated with our substantial indebtedness described above, including our potential inability to service our debt, will increase.

We will require a significant amount of cash to service our debt, and our ability to generate cash depends on many factors beyond our control, and any failure to meet our debt service obligations could materially adversely affect our business, results of operations and financial condition.

        Our ability to make payments on and to refinance our indebtedness and to fund working capital needs and planned capital expenditures will depend on our ability to generate cash in the future. This, to a certain extent, is subject to general economic, financial, competitive, business, legislative, regulatory and other factors that are beyond our control.

        If our business does not generate sufficient cash flow from operations or if future borrowings are not available to us in an amount sufficient to enable us to pay our indebtedness or to fund our other liquidity needs, we may need to refinance all or a portion of our indebtedness on or before the maturity thereof, sell assets, reduce or delay capital investments or seek to raise additional capital, any of which could have a material adverse effect on our business, results of operations and financial condition. In addition, we may not be able to effect any of these actions, if necessary, on commercially reasonable terms or at all. Our ability to restructure or refinance our indebtedness will depend on the condition of the capital markets and our financial condition at such time. Any refinancing of our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations. The terms of existing or future debt instruments, including the credit agreements governing our senior and subordinated secured credit facilities, may limit or prevent us from taking any of these actions. In addition, any failure to make scheduled payments of interest and principal on our outstanding indebtedness would likely result in a reduction of our credit rating, which could harm our ability to incur additional indebtedness on commercially reasonable terms or at all. Our inability to generate sufficient cash flow to satisfy our debt service obligations, or to refinance or restructure our obligations on commercially reasonable terms or at all, would have an adverse effect, which could be material, on our business, results of operations and financial condition, as well as on our ability to satisfy our obligations in respect of the senior and subordinated secured credit facilities and our other indebtedness.

Our failure to comply with the agreements relating to our outstanding indebtedness, including as a result of events beyond our control, could result in an event of default that could materially adversely affect our business, results of operations and financial condition.

        If there were an event of default under any of the agreements relating to our outstanding indebtedness, the holders of the defaulted debt could cause all amounts outstanding with respect to that debt to be due and payable immediately. We cannot guarantee that our assets or cash flow would

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be sufficient to fully repay borrowings under our outstanding debt instruments if accelerated upon an event of default. Further, if we are unable to repay, refinance or restructure our indebtedness under our secured debt, the holders of such debt could proceed against the collateral securing that indebtedness. In addition, any event of default or declaration of acceleration under one debt instrument could also result in an event of default under one or more of our other debt instruments. As a result, any default by us on our indebtedness could have a material adverse effect on our business, results of operations and financial condition.

The credit agreements governing our senior secured credit facility and our subordinated credit facility restrict our current and future operations, particularly our ability to respond to changes or to take certain actions.

        The credit agreements governing our senior secured credit facility and our subordinated credit facility are collateralized by substantially all of our assets, including our intellectual property, and impose significant operating and financial restrictions and limit our ability and our other restricted subsidiaries' ability to, among other things:

    incur additional indebtedness for borrowed money and guarantee indebtedness;

    pay dividends or make other distributions in respect of, or repurchase or redeem, capital stock;

    enter into any new line of business not reasonably related to our existing business;

    prepay, redeem or repurchase certain debt;

    make loans and investments;

    sell or otherwise dispose of assets;

    incur liens;

    enter into transactions with affiliates;

    enter into agreements restricting our subsidiaries' ability to pay dividends; and

    consolidate, merge or sell all or substantially all of our assets.

        As a result of these covenants and restrictions, we are and will be limited in how we conduct our business, and we may be unable to raise additional debt or equity financing to compete effectively or to take advantage of new business opportunities. In addition, our senior secured credit facility requires us to comply with a minimum consolidated adjusted EBITDA covenant (measured as of the last day of each month) and a minimum monthly liquidity ratio (measured as of the last day of each month). The operating and financial restrictions and covenants in the senior secured credit facility, as well as any future financing agreements that we may enter into, may restrict our ability to finance our operations, engage in business activities or expand or fully pursue our business strategies. Our ability to comply with these covenants may be affected by events beyond our control, and we may not be able to meet those covenants. For example, in the past, we have not been in compliance with certain financial covenants in our debt agreements, which may occur again in the future. We cannot guarantee that we will be able to maintain compliance with these covenants in the future and, if we fail to do so, that we will be able to obtain waivers from the lenders and/or amend the covenants.

        Our failure to comply with the restrictive covenants described above as well as others contained in our future debt instruments from time to time could result in an event of default, which, if not cured or waived, could result in our being required to repay these borrowings before their due date. If we are forced to refinance these borrowings on less favorable terms, our business, results of operations and financial condition could be adversely affected.

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Risks Related to AHPAC and the Business Combination

The sponsor, certain members of the AHPAC Board and AHPAC's officers have interests in the business combination that are different from or are in addition to other shareholders in recommending that shareholders vote in favor of approval of the Business Combination Proposal and approval of the other proposals described in this joint proxy statement/prospectus.

        When considering the AHPAC Board's recommendation that AHPAC's shareholders vote in favor of the approval of the Business Combination Proposal, AHPAC's shareholders should be aware that the directors and officers of AHPAC have interests in the business combination that may be different from, or in addition to, the interests of AHPAC's shareholders. See the section titled "The Business Combination—Interests of Certain Persons in the Business Combination" for further information.

Certain members of the AHPAC Board and AHPAC's officers are also members of the investment committee of the PIPE Investors

        The PIPE Investors share a common investment committee, which is comprised of Thompson Dean, David Burgstahler, Sriram Venkataraman and Robert Girardi. Messrs. Dean, Thompson, Venkataraman and Girardi are investors in the PIPE Investors. Thompson Dean is also the Executive Chairman of AHPAC and David Burgstahler is also the President, Chief Executive Officer and a director of AHPAC. Robert Girardi is also a director of Merger Sub. In connection with the PIPE Investors' investment, Mr. Burgstahler conducted negotiations on behalf of the PIPE Investors (with input from, and representing the views of, certain limited partners of the PIPE Investors), and Messrs. Dean and Girardi conducted negotiations on behalf of AHPAC in such negotiations. Messrs. Dean and Burgstahler negotiated the terms of the merger on behalf of AHPAC, including the exchange ratio of 2.03 AHPAC shares for each share of Organogenesis common stock. Concurrently, Messrs. Dean and Burgstahler approved the private investment on behalf of the PIPE Investors at the effective price of $5.91 per share and they controlled the Sponsor, which agreed to surrender AHPAC shares to provide Organogenesis with equity at an effective price of $7.035 per share. Such terms may not reflect the value of Organogenesis common stock if it were a publicly-traded company.

        Separately, Avista Capital Holdings, LP acts as investment adviser to the PIPE Investors. Sponsor and Avista Capital Holdings, LP are under common control, as both are majority owned and controlled by Thompson Dean and David Burgstahler. The Sponsor controls AHPAC, holding approximately 74% of AHPAC's issued and outstanding share capital.

        As a result of the foregoing, the directors and officers of AHPAC have interests in the business combination that may be different from, or in addition to, the interests of AHPAC's shareholders.

        For more information, please see the sections entitled "The Business Combination—Interests of Certain Persons in the Business Combination" commencing on page 112 and "Certain Relationships and Related Transactions—AHPAC's Related Party Transactions" commencing on page 263.

The aggregate investment of the PIPE Investors' per share investments in ORGO is at a substantial discount to the public shareholders' investment in AHPAC

        Concurrently with the signing of the Merger Agreement, AHPAC entered into a subscription agreement (the "Subscription Agreement") with the PIPE Investors for the purchase and sale of 9,022,741 shares of ORGO Class A common stock and 4,100,000 PIPE warrants (the "equity financing") for an aggregate purchase price of $46 million, to be consummated concurrently with the consummation of the business combination. The effective price to the PIPE Investors of the equity financing is approximately $5.10 per share of ORGO Class A common stock. The PIPE Investors also purchased, concurrently with the execution and delivery of the Merger Agreement, 3,221,050 shares of Organogenesis common stock for an aggregate purchase price of $46 million, or approximately $14.28 per share of Organogenesis common stock (such subscription, collectively with the equity financing, the "private investment"), which would be equivalent to a price of $7.035 per share of ORGO Class A

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common stock to be received in the merger if the business combination is completed. The purpose of the private investment is to fund the business combination and related transactions and for general corporate purposes. The effective price of the private investment to the PIPE Investors is approximately $5.91 per share of ORGO Class A common stock across their aggregate $92 million investment. As a result of the incremental surrender of founder shares agreed to by the Class B Holders in connection with the equity financing pursuant to the terms of the Parent Sponsor Letter Agreement, the effective price of the equity financing to ORGO is approximately $7.035 per share of ORGO Class A common stock. The warrants surrendered by the Class B Holders do not impact these calculations, as no purchase price was allocated to the warrants in light of the exercise price of the warrants.

        The effective price of the private investment to the PIPE Investors and the effective price of the equity financing to ORGO are each at a substantial discount to the public shareholders' investment in AHPAC. AHPAC's public shareholders invested into AHPAC at a per-share price of $10.00 on its initial public offering ("IPO"), or at per-share amounts in the range of $9.28 to $10.87 in the public market since AHPAC's IPO as of October 30, 2018.

The sponsor, officers and directors will not be eligible to be reimbursed for their out-of-pocket expenses if a business combination is not completed.

        At the closing of the business combination, the sponsor, executive officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on AHPAC's behalf, such as identifying potential target businesses and performing due diligence on suitable business combinations. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred in connection with activities on AHPAC's behalf. The personal and financial interests of the sponsor, executive officers and directors may influence their motivation in identifying and selecting a target business combination and completing the business combination.

AHPAC's shareholders will experience dilution as a consequence of, among other transactions, the issuance of ORGO common stock as consideration in the business combination, the exchange and the equity financing. Having a minority share position may reduce the influence that AHPAC's current shareholders have on the management of AHPAC.

        It is anticipated that, upon completion of the business combination: (i) AHPAC's public shareholders will retain no ownership in ORGO; (ii) the sponsor will own approximately 1.4% of ORGO; (iii) the Organogenesis Stockholders will own approximately 82.5% of ORGO (including the shares issued to the Insider Lenders in connection with the exchange and excluding shares held by the PIPE Investors); and (iv) the PIPE Investors will own approximately 16.1% of ORGO. The ownership percentages of ORGO following the business combination exclude the AHPAC Class A ordinary shares issuable upon the exercise of the AHPAC warrants and the shares issuable upon exercise of the warrants for ORGO common stock that will be issued in connection with and remain outstanding following the business combination, other than the replacement warrants, and assume (i) the exercise of redemption rights by 100% of AHPAC's public shareholders, (ii) the consummation of the equity financing and the exchange and (iii) that approximately 96.8 million shares of ORGO common stock are outstanding (including shares of ORGO common stock issuable upon the exercise of outstanding options and replacement warrants, calculated on a treasury stock method basis at a price per share of $7.035). For more information, please see the sections entitled "Summary of the Joint Proxy Statement/Prospectus—Ownership of AHPAC" and "Unaudited Pro Forma Condensed Combined Financial Information." See the section titled "The Merger Agreement—Related Agreements—PIPE Subscription Agreement" beginning on page 129 of this joint proxy statement/prospectus for further details regarding AHPAC's obligations in connection with the equity financing.

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There can be no assurance that ORGO common stock that will be issued in connection with the business combination will be approved for listing on NASDAQ following the consummation of the business combination, or that AHPAC will be able to comply with the continued listing standards of NASDAQ.

        The AHPAC Class A ordinary shares and public warrants are currently listed on NASDAQ. As of the close of business on October 30, 2018, trading has been halted on AHPAC's Class A ordinary shares, units and warrants as a result of the redemption on October 31, 2018 of all of AHPAC's public shares. On November 2, 2018, as a result of the redemption of the public shares, AHPAC received a written notice from NASDAQ indicating that the Class A ordinary shares, warrants and units would be delisted. On November 9, 2018, AHPAC submitted a request for an oral hearing before the Hearings Panel to appeal the delisting determination pursuant to the procedures set forth in the NASDAQ rules. That hearing is scheduled to take place on December 13, 2018. AHPAC can provide no assurance that, following the hearing, the hearings panel will grant the request for continued listing or that AHPAC can maintain compliance with the other NASDAQ listing standards.

        If, after the business combination, NASDAQ delists ORGO common stock from trading on its exchange for failure to meet the listing standards, ORGO's stockholders could face significant material adverse consequences including:

    a limited availability of market quotations for ORGO's securities;

    reduced liquidity for ORGO's securities;

    a determination that ORGO common stock is a "penny stock" which will require brokers trading in ORGO common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for ORGO's securities;

    a limited amount of news and analyst coverage; and

    a decreased ability to issue additional securities or obtain additional financing in the future.

        The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as "covered securities." Because AHPAC Class A ordinary shares and public warrants are listed on NASDAQ, they are covered securities. Although the states are preempted from regulating the sale of AHPAC's securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While AHPAC is not aware of a state, other than the state of Idaho, having used these powers to prohibit or restrict the sale of securities issued by blank check companies, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if the shares were no longer listed on NASDAQ, AHPAC's securities would not be covered securities and AHPAC would be subject to regulation in each state in which AHPAC offers securities.

A significant portion of ORGO common stock following the business combination will be restricted from immediate resale, but may be sold into the market in the future. This could cause the market price of ORGO common stock to drop significantly, even if our business is doing well.

        Sales of a substantial number of shares of common stock in the public market could occur at any time following the consummation of the business combination. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of ORGO common stock.

        It is anticipated that, upon completion of the business combination: (i) AHPAC's public shareholders will retain no ownership in ORGO; (ii) the sponsor will own approximately 1.4% of ORGO; (iii) the Organogenesis Stockholders will own approximately 82.5% of ORGO (including the shares issued to the Insider Lenders in connection with the exchange and excluding shares held by the

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PIPE Investors); and (iv) the PIPE Investors will own approximately 16.1% of ORGO. The ownership percentages of ORGO following the business combination exclude the AHPAC Class A ordinary shares issuable upon the exercise of the AHPAC warrants and the shares issuable upon exercise of the warrants for ORGO common stock that will be issued in connection with the merger, the exchange and the equity financing and remain outstanding following the business combination, other than the replacement warrants, and assume the consummation of the equity financing and the exchange and (iii) that approximately 96.8 million shares of ORGO common stock are outstanding (including shares of ORGO common stock issuable upon the exercise of outstanding options and replacement warrants, calculated on a treasury stock method basis at a price per share of $7.035). For more information, please see the sections entitled "Summary of the Joint Proxy Statement/Prospectus—Ownership of AHPAC" and "Unaudited Pro Forma Condensed Combined Financial Information."

        At the closing of the business combination, AHPAC, the sponsor and the restricted stockholders will enter into the Amended and Restated Registration Rights Agreement, pursuant to which, among other things, the existing Organogenesis stockholders will agree not to sell, transfer, pledge or otherwise dispose of shares of common stock in ORGO it receives in connection with the business combination for six months from the closing date of the business combination. In addition, our initial shareholders have agreed not to transfer, assign or sell any of its founder shares until the earlier to occur of: (A) one year after the completion of our initial business combination or (B) the date on which we complete a liquidation, merger, share exchange, reorganization or other similar transaction after our initial business combination that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property. As restrictions on resale end, the market price of ORGO common stock could decline if the holders of currently restricted shares sell them or are perceived by the market as intending to sell them.

AHPAC has no operating history and has liquidated its trust account. As such, there is a risk that AHPAC will be unable to continue as a going concern if it does not consummate the business combination.

        AHPAC is a blank check company which has redeemed all of its outstanding public shares and liquidated its trust account. If the business combination is not consummated, AHPAC will have limited assets, and limited ability to engage in an alternative transaction.

AHPAC is not required to obtain and has not obtained an opinion from an independent investment banking or accounting firm, and consequently, you may have no assurance from an independent source that the price AHPAC is paying for Organogenesis is fair from a financial point of view.

        AHPAC is not required to obtain an opinion from an independent investment banking or accounting firm that the price it is paying to acquire Organogenesis is fair from a financial point of view. The AHPAC Board did not obtain a third-party valuation or fairness opinion in connection with their determination to approve the business combination. In analyzing the business combination, the AHPAC Board and AHPAC's management conducted due diligence on Organogenesis and researched the industry in which Organogenesis operates and concluded that the business combination was in the best interests of AHPAC and its stockholders. Accordingly, investors will be relying solely on the judgment of the AHPAC Board in valuing Organogenesis's business, and the AHPAC Board may not have properly valued the business. The lack of a third-party valuation or fairness opinion may also lead an increased number of public stockholders to vote against the business combination or demand redemption of their shares, which could potentially impact AHPAC's ability to consummate the business combination.

        For more information about AHPAC's decision-making process, see the section entitled "The Business Combination—The AHPAC Board's Reasons for the Approval of the Business Combination."

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AHPAC and Organogenesis have incurred and expect to incur significant costs associated with the business combination. Whether or not the business combination is completed, the incurrence of these costs will reduce the amount of cash available to be used for other corporate purposes by AHPAC if the business combination is not completed.

        AHPAC and Organogenesis expect to incur significant costs associated with the business combination. Even if the business combination is not completed, AHPAC expects to incur approximately $12 million in expenses. These expenses will reduce the amount of cash available to be used for other corporate purposes by AHPAC if the business combination is not completed.

Even if AHPAC consummates the business combination, there is no guarantee that the public warrants will ever be in the money, and they may expire worthless and the terms of AHPAC's warrants may be amended.

        The exercise price for AHPAC's warrants is $11.50 per whole AHPAC Class A ordinary share. There is no guarantee that the public warrants will ever be in the money prior to their expiration, and as such, the warrants may expire worthless.

AHPAC's ability to successfully effect the business combination and to be successful thereafter will be dependent upon the efforts of AHPAC's key personnel, including the key personnel of Organogenesis whom AHPAC expects to stay with Organogenesis following the business combination. The loss of key personnel could negatively impact the operations and profitability of ORGO's post-combination business and its financial condition could suffer as a result.

        AHPAC's ability to successfully effect the business combination is dependent upon the efforts of certain key personnel, including the key personnel of Organogenesis. Although some of AHPAC's key personnel may remain with Organogenesis in advisory positions following the business combination, it is possible that ORGO will lose some key personnel, the loss of which could negatively impact the operations and profitability of ORGO's post-combination business. AHPAC anticipates that some or all of the management of Organogenesis will remain in place.

        ORGO's success depends to a significant degree upon the continued contributions of senior management, certain of whom would be difficult to replace. Departure by certain of Organogenesis' officers could have a material adverse effect on ORGO's business, financial condition, or operating results. Organogenesis does not maintain key-man life insurance on any of its officers. The services of such personnel may not continue to be available to ORGO.

AHPAC and Organogenesis will be subject to business uncertainties and contractual restrictions while the business combination is pending.

        Uncertainty about the effect of the business combination on employees and third parties may have an adverse effect on AHPAC and Organogenesis. These uncertainties may impair AHPAC or Organogenesis's ability to retain and motivate key personnel and could cause third parties that deal with any of us or them to defer entering into contracts or making other decisions or seek to change existing business relationships. If key employees depart because of uncertainty about their future roles and the potential complexities of the business combination, AHPAC or Organogenesis's business could be harmed.

AHPAC may waive one or more of the conditions to the business combination.

        AHPAC may agree to waive, in whole or in part, one or more of the conditions to AHPAC's obligations to complete the business combination, to the extent permitted by AHPAC's amended and restated memorandum and articles of association and applicable laws. For example, it is a condition to AHPAC's obligations to close the business combination that Organogenesis performed and complied in all material respects with the obligations required to be performed or complied with by Organogenesis under the Merger Agreement. However, if the AHPAC Board determines that a breach of this

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obligation is not material, then the Board may elect to waive that condition and close the business combination. AHPAC may not waive the condition that AHPAC's shareholders approve the business combination. Please see the section entitled "The Merger Agreement—Conditions to Closing of the Business Combination" for additional information.

The exercise of discretion by AHPAC's directors and officers in agreeing to changes to the terms of or waivers of closing conditions in the Merger Agreement may result in a conflict of interest when determining whether such changes to the terms of the Merger Agreement or waivers of conditions are appropriate and in the best interests of AHPAC's shareholders.

        In the period leading up to the consummation of the business combination, other events may occur that, pursuant to the Merger Agreement, would require AHPAC to agree to amend the Merger Agreement, to consent to certain actions or to waive rights that it is entitled to under those agreements. Such events could arise because of changes in the course of Organogenesis' business, a request by Organogenesis or Organogenesis' management to undertake actions that would otherwise be prohibited by the terms of the Merger Agreement or the occurrence of other events that would have a material adverse effect on Organogenesis' business and would entitle AHPAC to terminate the Merger Agreement. In any of such circumstances, it would be in the discretion of AHPAC, acting through the AHPAC Board, to grant its consent or waive its rights. The existence of the financial and personal interests of the directors described elsewhere in this joint proxy statement/prospectus may result in a conflict of interest on the part of one or more of the directors between what he or she may believe is best for AHPAC and AHPAC's shareholders and what he or she may believe is best for himself or herself or his or her affiliates in determining whether or not to take the requested action. As of the date of this joint proxy statement/prospectus, AHPAC does not believe there will be any changes or waivers that AHPAC's directors and officers would be likely to make after shareholder approval of the business combination has been obtained. While certain changes could be made without further shareholder approval, if there is a change to the terms of the business combination that would have a material impact on the shareholders, AHPAC will be required to circulate a new or amended joint proxy statement/prospectus or supplement thereto and resolicit the vote of AHPAC's shareholders with respect to the Business Combination Proposal.

AHPAC will incur significant transaction and transition costs in connection with the business combination.

        AHPAC has incurred and expects to incur significant, non-recurring costs in connection with consummating the business combination and operating as a public company following the consummation of the business combination. AHPAC may incur additional costs to retain key employees. All expenses incurred in connection with the Merger Agreement and the transactions contemplated thereby (including the business combination), including all legal, accounting, consulting, investment banking and other fees, expenses and costs, will be for the account of the party incurring such fees, expenses and costs.

        AHPAC's transaction expenses as a result of the business combination are currently estimated at approximately $12 million.

If AHPAC is unable to complete an initial business combination, AHPAC's warrants may expire worthless.

        If AHPAC is unable to complete an initial business combination, AHPAC's warrants may expire worthless.

If AHPAC's due diligence investigation of Organogenesis was inadequate, then shareholders of ORGO following the business combination could lose some or all of their investment.

        Even though AHPAC conducted a due diligence investigation of Organogenesis, AHPAC cannot be sure that this diligence uncovered all material issues that may be present inside Organogenesis or its

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business, or that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of Organogenesis and its business and outside of its control will not later arise.

Following the consummation of the business combination, ORGO's only significant asset will be its ownership interest in Organogenesis and such ownership may not be sufficiently profitable or valuable to enable ORGO to pay any dividends on ORGO common stock or satisfy ORGO's other financial obligations.

        Following the consummation of the business combination, ORGO will have no direct operations and no significant assets other than its ownership interest in Organogenesis. The initial shareholders, the Organogenesis Stockholders that receive ORGO common stock in the business combination, and directors and officers of Organogenesis and its affiliates will become stockholders of ORGO at that time. ORGO will depend on Organogenesis for distributions, loans and other payments to generate the funds necessary to meet its financial obligations, including its expenses as a publicly traded company and to pay any dividends with respect to ORGO common stock. The financial condition and operating requirements of Organogenesis may limit ORGO's ability to obtain cash from Organogenesis. The earnings from, or other available assets of, Organogenesis may not be sufficient to pay dividends or make distributions or loans to enable ORGO to pay any dividends on the common stock or satisfy its other financial obligations.

        See the section titled "AHPAC's Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources" beginning on page 168 of this joint proxy statement/prospectus for more information.

Following the closing of the Business Combination, we expect to be a "controlled company" within the meaning of Nasdaq rules and, as a result, qualify for exemptions from certain corporate governance requirements.

        We expect that Alan A. Ades, Albert Erani and Glenn H. Nussdorf, members of our board of directors, together with Dennis Erani, Starr Wisdom and certain of their respective affiliates, who we refer to collectively as the Controlling Entities, will control a majority of the voting power of AHPAC's outstanding common stock after completion of the business combination. Concurrently with the consummation of the business combination, such Controlling Entities will enter into a Controlling Stockholders Agreement providing for nomination rights of the Controlling Entities with respect to four directors of ORGO and qualifying ORGO as a "controlled company" under the Nasdaq listing rules, substantially in the form attached hereto as Annex O. Under NASDAQ Global Market rules, a listed company of which more than 50.0% of the voting power for the election of directors is held by any person or group of persons acting together is a "controlled company" and may elect not to comply with certain NASDAQ Global Market corporate governance requirements, including the requirement (i) that a majority of the Board of Directors consist of independent directors, (ii) to have a governance committee that is composed entirely of independent directors with a written charter addressing the committee's purpose and responsibilities, (iii) to have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee's purpose and responsibilities, (iv) that the compensation committee consider certain independence factors when engaging legal counsel and other committee advisors and (v) for an annual performance evaluation of the governance and compensation committees. We plan to elect to be treated as a "controlled company" following the business combination. Accordingly, following the business combination, you may not have the same protections afforded to stockholders of companies that are subject to all of the NASDAQ Global Market corporate governance requirements.

We expect the Controlling Entities will control us, and their interests may conflict with yours in the future.

        Immediately following the business combination, the Controlling Entities will collectively beneficially own approximately 74% of ORGO's common stock. As a result of this voting control, the

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Controlling Entities collectively will effectively be able to determine the outcome of all matters requiring stockholder approval, including, but not limited to, the election and removal of ORGO's directors (subject to any contractual designation rights), as well as other matters of corporate or management policy (such as potential mergers or acquisitions, payment of dividends, asset sales, and amendments to ORGO's certificate of incorporation and bylaws). This concentration of ownership may delay or deter possible changes in control and limit the liquidity of the trading market for ORGO's common stock, which may reduce the value of an investment in its common stock. This voting control could also deprive stockholders of an opportunity to receive a premium for their shares of common stock as part of a potential sale of ORGO. So long as the Controlling Entities and their affiliates continue to own a significant amount of ORGO's combined voting power, even if less than 50.0%, they may continue to be able to strongly influence or effectively control its decisions. The interests of the Controlling Entities and their affiliates may not coincide with the interests of other holders of ORGO common stock.

        In the ordinary course of their business activities, the Controlling Entities and their affiliates may engage in activities where their interests conflict with our interests or those of our other stockholders. In addition, the Controlling Entities may have an interest in pursuing acquisitions, divestitures and other transactions that, in their judgment, could enhance their investment, even though such transactions might involve risks to you.

The ORGO bylaws that will be effective following the completion of the merger designate the Court of Chancery of the State of Delaware, to the fullest extent permitted by law, as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by ORGO stockholders, which could limit the ability of ORGO stockholders to obtain a favorable judicial forum for disputes with ORGO or with directors, officers or employees of ORGO and may discourage stockholders from bringing such claims.

        Under the ORGO bylaws that will be effective following the completion of the merger, unless ORGO consents in writing to the selection of an alternative forum, the sole and exclusive forum will be the Court of Chancery of the State of Delaware for:

    any derivative action or proceeding brought on behalf of ORGO;

    any action asserting a claim of breach of a fiduciary duty owed by, or any wrongdoing by, any director, officer or employee of ORGO to ORGO or ORGO's stockholders;

    any action asserting a claim arising pursuant to any provision of the DGCL, the certificate of incorporation (including as it may be amended from time to time), or the bylaws;

    any action to interpret, apply, enforce or determine the validity of the certificate of incorporation or the bylaws; or

    any action asserting a claim governed by the internal affairs doctrine, in each case, except for, (1) any action as to which the Court of Chancery determines that there is an indispensable party not subject to the personal jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten (10) days following such determination) and (2) any action asserted under the Securities Exchange Act of 1934, as amended, or the rules and regulations promulgated thereunder, for which federal courts have exclusive jurisdiction.

        These provisions of the ORGO bylaws could limit the ability of ORGO stockholders to obtain a favorable judicial forum for certain disputes with ORGO or with its directors, officers or other employees, which may discourage such lawsuits against ORGO and its directors, officers and employees. Alternatively, if a court were to find these provisions of the ORGO bylaws inapplicable to, or unenforceable in respect of, one or more of the types of actions or proceedings listed above, ORGO may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect its business, financial condition and results of operations.

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The sponsor and the PIPE Investors will beneficially own a significant equity interest in ORGO and may take actions that conflict with your interests.

        The interests of the sponsor and the PIPE Investors may not align with the interests of ORGO and its other shareholders. The sponsor and the PIPE Investors are each in the business of making investments in companies and may acquire and hold interests in businesses that compete directly or indirectly with ORGO. The sponsor and the PIPE Investors may also pursue acquisition opportunities that may be complementary to ORGO's business and, as a result, those acquisition opportunities may not be available to us. ORGO's proposed certificate of incorporation provides that the sponsor and the PIPE Investors may engage in competitive businesses and renounces any entitlement to certain corporate opportunities offered to the sponsor or the PIPE Investors or any of their managers, officers, directors, agents, stockholders, members, partners, affiliates and subsidiaries (other than ORGO and its subsidiaries) that are not expressly offered to them in their capacities as directors or officers of ORGO. The proposed certificate of incorporation also provides that the sponsor or the PIPE Investors or any of their respective managers, officers, directors, agents, stockholders, members, partners, affiliates and subsidiaries (other than ORGO and its subsidiaries), do not have any fiduciary duty to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as ORGO or any of its subsidiaries.

Subsequent to the completion of the business combination, ORGO may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on ORGO's financial condition, results of operations and ORGO's stock price, which could cause you to lose some or all of your investment.

        Although AHPAC has conducted due diligence on Organogenesis, ORGO cannot assure you that this diligence will surface all material issues that may be present in Organogenesis's business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of Organogenesis' business and outside of ORGO and Organogenesis' control will not later arise. As a result of these factors, ORGO may be forced to later write-down or write-off assets, restructure operations, or incur impairment or other charges that could result in losses. Even if AHPAC's due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with AHPAC's preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on ORGO's liquidity, the fact that ORGO charges of this nature could contribute to negative market perceptions about ORGO or its securities. Accordingly, any of AHPAC's shareholders who choose to remain stockholders of ORGO following the business combination could suffer a reduction in the value of their shares. Such stockholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by AHPAC's officers or fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that this joint proxy statement/prospectus relating to the business combination contained an actionable material misstatement or material omission.

AHPAC has no operating or financial history and AHPAC's results of operations may differ significantly from the unaudited pro forma financial data included in this joint proxy statement/prospectus.

        AHPAC is a blank check company and AHPAC has no operating history and no revenues. This joint proxy statement/prospectus includes unaudited pro forma condensed combined financial statements for AHPAC. The unaudited pro forma condensed combined statement of operations of AHPAC combines the historical audited results of operations of AHPAC for the year ended December 31, 2017, with the historical audited results of operations of Organogenesis for the year ended December 31, 2017, and gives pro forma effect to the business combination as if it had been consummated on January 1, 2017. The unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2018 combines the unaudited historical

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consolidated statement of operations of Organogenesis for the nine months ended September 30, 2018 with the unaudited historical condensed consolidated statement of operations of AHPAC for the nine months ended September 30, 2018, giving effect to the business combination as if it had occurred as of the beginning of the earliest period presented. The unaudited pro forma condensed combined balance sheet of AHPAC combines the historical balance sheets of AHPAC as of September 30, 2018 and of Organogenesis as of September 30, 2018 and gives pro forma effect to the business combination as if it had been consummated on September 30, 2018.

        The unaudited pro forma condensed combined financial statements are presented for illustrative purposes only, are based on certain assumptions, address a hypothetical situation and reflect limited historical financial data. Therefore, the unaudited pro forma condensed combined financial statements are not necessarily indicative of the results of operations and financial position that would have been achieved had the business combination been consummated on the dates indicated above, or the future consolidated results of operations or financial position of AHPAC. Accordingly, AHPAC's business, assets, cash flows, results of operations and financial condition may differ significantly from those indicated by the unaudited pro forma condensed combined financial statements included in this document. For more information, please see the section entitled "Unaudited Pro Forma Condensed Combined Financial Information."

Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of ORGO's income or other tax returns could adversely affect ORGO's financial condition and results of operations.

        ORGO will be subject to income taxes in the United States, and ORGO's domestic tax liabilities will be subject to the allocation of expenses in differing jurisdictions. ORGO's future effective tax rates could be subject to volatility or adversely affected by a number of factors, including:

    changes in the valuation of ORGO's deferred tax assets and liabilities;

    expected timing and amount of the release of any tax valuation allowances;

    tax effects of stock-based compensation;

    costs related to intercompany restructurings;

    changes in tax laws, regulations or interpretations thereof; and

    lower than anticipated future earnings in jurisdictions where ORGO has lower statutory tax rates and higher than anticipated future earnings in jurisdictions where ORGO has higher statutory tax rates.

        In addition, ORGO may be subject to audits of ORGO's income, sales and other taxes by U.S. federal, state, local and non-U.S. taxing authorities. Outcomes from these audits could have an adverse effect on ORGO's financial condition and results of operations.

A market for ORGO's securities may not continue, which would adversely affect the liquidity and price of ORGO's securities.

        Following the business combination, the price of ORGO's securities may fluctuate significantly due to the market's reaction to the business combination and general market and economic conditions. An active trading market for ORGO's securities following the business combination may never develop or, if developed, it may not be sustained. In addition, the price of ORGO's securities after the business combination can vary due to general economic conditions and forecasts, ORGO's general business condition and the release of ORGO's financial reports. Additionally, if ORGO's securities are not listed on, or become delisted from, NASDAQ for any reason, and are quoted on the OTC Bulletin Board, an inter-dealer automated quotation system for equity securities that is not a national securities exchange, the liquidity and price of ORGO's securities may be more limited than if ORGO was quoted

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or listed on NASDAQ or another national securities exchange. You may be unable to sell your securities unless a market can be established or sustained.

If the business combination's benefits do not meet the expectations of investors, shareholders or financial analysts, the market price of ORGO's securities may decline.

        If the benefits of the business combination do not meet the expectations of investors, shareholders or securities analysts, the market price of AHPAC's securities following the consummation of the business combination may decline. The market values of AHPAC's securities at the time of the business combination may vary significantly from their prices on the date the Merger Agreement was executed, the date of this joint proxy statement/prospectus, or the date on which AHPAC's shareholders vote on the business combination.

        In addition, following the business combination, fluctuations in the price of ORGO's securities could contribute to the loss of all or part of your investment. Immediately prior to the business combination, there has not been a public market for Organogenesis' stock and trading in AHPAC Class A ordinary shares has been suspended. Accordingly, the valuation ascribed to Organogenesis and AHPAC Class A ordinary shares in the business combination may not be indicative of the price that will prevail in the trading market following the business combination. If an active market for ORGO's securities develops and continues, the trading price of ORGO's securities following the business combination could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond its control. Any of the factors listed below could have a material adverse effect on your investment in ORGO's securities and ORGO's securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of ORGO's securities may not recover and may experience a further decline.

        Factors affecting the trading price of ORGO's securities following the business combination may include:

    actual or anticipated fluctuations in ORGO's quarterly financial results or the quarterly financial results of companies perceived to be similar to us;

    changes in the market's expectations about ORGO's operating results;

    the public's reaction to ORGO's press releases, ORGO's other public announcements and ORGO's filings with the SEC;

    speculation in the press or investment community;

    success of competitors;

    the operating results failing to meet the expectation of securities analysts or investors in a particular period;

    changes in financial estimates and recommendations by securities analysts concerning ORGO or the market in general;

    operating and stock price performance of other companies that investors deem comparable to ORGO;

    ORGO's ability to market new and enhanced products on a timely basis;

    changes in laws and regulations affecting ORGO's business;

    commencement of, or involvement in, litigation involving ORGO;

    changes in ORGO's capital structure, such as future issuances of securities or the incurrence of additional debt;

    the volume of ORGO common stock available for public sale;

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    any major change in the ORGO Board or management;

    sales of substantial amounts of ORGO common stock by ORGO's directors, officers or significant shareholders or the perception that such sales could occur;

    general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations and acts of war or terrorism; and

    other risk factors listed under "Risk Factors" starting on page 38.

        Broad market and industry factors may materially harm the market price of ORGO's securities irrespective of ORGO's operating performance. The stock market in general and NASDAQ have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of ORGO's securities, may not be predictable. A loss of investor confidence in the market for the stocks of other companies which investors perceive to be similar to ORGO could depress ORGO's stock price regardless of ORGO's business, prospects, financial conditions or results of operations. A decline in the market price of ORGO's securities also could adversely affect ORGO's ability to issue additional securities and ORGO's ability to obtain additional financing in the future.

        In the past, securities class action litigation has often been initiated against companies following periods of volatility in their stock price. This type of litigation could result in substantial costs and divert ORGO's management's attention and resources, and could also require us to make substantial payments to satisfy judgments or to settle litigation.

ORGO's quarterly operating results may fluctuate significantly and could fall below the expectations of securities analysts and investors due to seasonality and other factors, some of which are beyond ORGO's control, resulting in a decline in ORGO's stock price.

        ORGO's quarterly operating results may fluctuate significantly because of several factors, including:

    labor availability and costs for hourly and management personnel;

    profitability of ORGO's products, especially in new markets and due to seasonal fluctuations;

    changes in interest or exchange rates;

    impairment of long-lived assets;

    macroeconomic conditions, both nationally and locally;

    negative publicity relating to our products;

    changes in consumer preferences and competitive conditions; and

    expansion to new markets.

If, following the business combination, securities or industry analysts do not publish or cease publishing research or reports about ORGO, its business, or its market, or if they change their recommendations regarding ORGO common stock adversely, then the price and trading volume of ORGO common stock could decline.

        The trading market for ORGO common stock will be influenced by the research and reports that industry or securities analysts may publish about us, ORGO's business, ORGO's market, or ORGO's competitors. Securities and industry analysts do not currently, and may never, publish research on AHPAC or ORGO. If no securities or industry analysts commence coverage of ORGO, ORGO's stock price and trading volume would likely be negatively impacted. If any of the analysts who may cover ORGO change their recommendation regarding ORGO's stock adversely, or provide more favorable relative recommendations about ORGO's competitors, the price of ORGO common stock would likely

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decline. If any analyst who may cover AHPAC were to cease coverage of ORGO or fail to regularly publish reports on it, we could lose visibility in the financial markets, which could cause ORGO's stock price or trading volume to decline.

ORGO may be unable to obtain additional financing to fund its operations or growth.

        ORGO may require additional financing to fund its operations or growth. The failure to secure additional financing could have a material adverse effect on the continued development or growth of ORGO. None of AHPAC's officers, directors or shareholders is required to provide any financing to us in connection with or after the business combination.

Changes in laws, regulations or rules, or a failure to comply with any laws, regulations or rules, may adversely affect ORGO's business, investments and results of operations.

        ORGO will be subject to laws, regulations and rules enacted by national, regional and local governments and NASDAQ. In particular, ORGO will be required to comply with certain SEC, NASDAQ and other legal or regulatory requirements. Compliance with, and monitoring of, applicable laws, regulations and rules may be difficult, time consuming and costly. Those laws, regulations or rules and their interpretation and application may also change from time to time and those changes could have a material adverse effect on ORGO's business, investments and results of operations. In addition, a failure to comply with applicable laws, regulations or rules, as interpreted and applied, could have a material adverse effect on ORGO's business and results of operations.

Registration of the ORGO Class A common stock underlying the public warrants may not be in place when an investor desires to exercise warrants, thus precluding such investor from being able to exercise its warrants except on a cashless basis and potentially causing such warrants to expire worthless.

        AHPAC has not registered the ORGO common stock issuable upon exercise of the public warrants under the Securities Act or any state securities laws at this time. However, under the terms of the warrant agreement, AHPAC has agreed, as soon as practicable, but in no event later than 15 business days after the consummation of the business combination, to use its best efforts to file a registration statement under the Securities Act covering such shares and maintain a current prospectus relating to the ORGO common stock issuable upon exercise of the public warrants, until the expiration of the public warrants in accordance with the provisions of the warrant agreement. AHPAC cannot assure you that it will be able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth in such registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current or correct or the SEC issues a stop order. If the shares issuable upon exercise of the warrants are not registered under the Securities Act, ORGO will be required to permit holders to exercise their warrants on a cashless basis. However, no warrant will be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder or an exemption is available. Notwithstanding the above, if ORGO common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a "covered security" under Section 18(b)(1) of the Securities Act, we may, at ORGO's option, require holders of warrants who exercise their warrants to do so a "cashless basis" in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, but we will use our best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In no event will we be required to net cash settle any warrant, or issue securities or other compensation in exchange for the warrants in the event that we are unable to register or qualify the shares underlying the warrants under applicable state securities laws. If the issuance of the shares upon exercise of the warrants is not so registered or qualified or exempt from registration or qualification, the holder of such warrant shall

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not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In such event, holders who acquired their warrants as part of a purchase of units will have paid the full unit purchase price solely for the ORGO common stock included in the units. If and when the warrants become redeemable by us, ORGO may exercise its redemption right even If ORGO is unable to register or qualify the underlying ORGO common stock for sale under all applicable state securities laws.

ORGO may amend the terms of the ORGO warrants in a manner that may be adverse to holders with the approval by the holders of at least 65% of the then-outstanding warrants.

        ORGO warrants will be issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and AHPAC. The warrant agreement provides that the terms of the ORGO warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 65% of the then-outstanding public ORGO warrants to make any change that adversely affects the interests of the registered holders. Accordingly, ORGO may amend the terms of the warrants in a manner adverse to a holder if holders of at least 65% of the then-outstanding public warrants approve of such amendment. Although ORGO's ability to amend the terms of the warrants with the consent of at least 65% of the then-outstanding public ORGO warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the ORGO warrants, shorten the exercise period or decrease the number of shares of ORGO common stock purchasable upon exercise of an ORGO warrant.

ORGO may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.

        ORGO will have the ability to redeem outstanding public warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the closing price of ORGO common stock equals or exceeds $24.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to proper notice of such redemption provided that on the date we give notice of redemption. If and when the public warrants become redeemable, ORGO may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding public warrants could force you to (i) exercise your public warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) sell your public warrants at the then-current market price when you might otherwise wish to hold your warrants or (iii) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of your warrants. None of the private placement warrants or the PIPE warrants will be redeemable by us so long as they are held by their initial purchasers, the PIPE Investors or their permitted transferees.

The exercise of outstanding warrants would increase the number of shares eligible for future resale in the public market and result in dilution to shareholders.

        AHPAC issued warrants to purchase 15,500,000 AHPAC Class A ordinary shares as part of the IPO and prior to the IPO and in connection with the exercise of the over-allotment option, ORGO will issue PIPE warrants to the PIPE Investors to purchase 2,050,000 shares of ORGO Class A common stock at $11.50 per share in the equity financing. The shares of ORGO common stock issued in the equity financing and additional shares of ORGO common stock issued upon exercise of ORGO's warrants will result in dilution to the then existing holders of shares of ORGO Class A common stock and increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market could adversely affect the market price of ORGO common stock.

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Because AHPAC is incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. Federal courts may be limited.

        AHPAC is an exempted company incorporated under the laws of the Cayman Islands. As a result, it may be difficult for investors to effect service of process within the United States upon AHPAC's directors or executive officers, or enforce judgments obtained in the United States courts against AHPAC's directors or officers.

        AHPAC corporate affairs are governed by AHPAC's amended and restated memorandum and articles of association, the Companies Law (as the same may be supplemented or amended from time to time) and the common law of the Cayman Islands. AHPAC will also be subject to the federal securities laws of the United States. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of AHPAC's directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands. The rights of AHPAC's shareholders and the fiduciary responsibilities of AHPAC's directors under Cayman Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws as compared to the United States, and certain states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law. In addition, Cayman Islands companies may not have standing to initiate a shareholders derivative action in a Federal court of the United States.

        AHPAC has been advised by AHPAC Cayman Islands legal counsel that the courts of the Cayman Islands are unlikely (i) to recognize or enforce against us judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any state; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against us predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

        As a result of all of the above, AHPAC's shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as public shareholders of a United States company.

Provisions in ORGO's proposed charter may inhibit a takeover of ORGO, which could limit the price investors might be willing to pay in the future for ORGO common stock and could entrench management.

        ORGO's proposed certificate of incorporation contains provisions that may discourage unsolicited takeover proposals that shareholders may consider to be in their best interests. These provisions include the ability of the board of directors to designate the terms of and issue new series of preferred shares, which may make more difficult the removal of management and may discourage transactions

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that otherwise could involve payment of a premium over prevailing market prices for AHPAC's securities.

The JOBS Act permits "emerging growth companies" like us to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies.

        AHPAC qualifies as an "emerging growth company" as defined in Section 2(a)(19) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, which we refer to as the "JOBS Act." As such, following the consummation of the business combination, ORGO will take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies for as long as it continues to be an emerging growth company, including (i) the exemption from the auditor attestation requirements with respect to internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act, (ii) the exemptions from say-on-pay, say-on-frequency and say-on-golden parachute voting requirements and (iii) reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements. As a result, ORGO's stockholders may not have access to certain information they deem important. ORGO will remain an emerging growth company until the earliest of (i) the last day of the fiscal year (a) following October 14, 2021, the fifth anniversary of the IPO, (b) in which ORGO has total annual gross revenue of at least $1.07 billion or (c) in which ORGO is deemed to be a large accelerated filer, which means the market value of ORGO common stock that are held by non-affiliates exceeds $700 million as of the last business day of ORGO's prior second fiscal quarter, and (ii) the date on which ORGO has issued more than $1.0 billion in non-convertible debt during the prior three-year period.

        In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the exemption from complying with new or revised accounting standards provided in Section 7(a)(2)(B) of the Securities Act as long as ORGO is an emerging growth company. An emerging growth company can therefore delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. ORGO has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of ORGO's financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

        AHPAC cannot predict if investors will find ORGO common stock less attractive because ORGO will rely on these exemptions. If some investors find ORGO common stock less attractive as a result, there may be a less active trading market for ORGO common stock and ORGO's stock price may be more volatile.

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EXTRAORDINARY GENERAL MEETING OF AHPAC SHAREHOLDERS

        This joint proxy statement/prospectus is being provided to AHPAC's shareholders as part of a solicitation of proxies by the AHPAC Board for use at the general meeting of AHPAC's shareholders to be held on December 10, 2018, and at any adjournment or postponement thereof. This joint proxy statement/prospectus contains important information regarding the general meeting, the proposals on which you are being asked to vote and information you may find useful in determining how to vote and voting procedures.

        This joint proxy statement/prospectus is being first mailed on or about [    ·    ], 2018 to all shareholders of record of AHPAC as of November 13, 2018, the record date for the general meeting. Shareholders of record who owned AHPAC ordinary shares at the close of business on the record date are entitled to receive notice of, attend and vote at the general meeting. On the record date, there were 5,812,500 ordinary shares outstanding.

Date, Time and Place of general meeting

        The general meeting will be held at 9:00 a.m. Eastern Time on December 10, 2018 at the offices of Weil, Gotshal & Manges, 767 Fifth Avenue, New York NY 10153, or such other date, time and place to which such meeting may be adjourned or postponed, to consider and vote upon the proposals.

Voting Power; Record Date

        As a shareholder of AHPAC, you have a right to vote on the matters presented at the general meeting, which are summarized above and fully set forth in this joint proxy statement/prospectus. You will be entitled to vote or direct votes to be cast at the general meeting if you owned AHPAC ordinary shares at the close of business on November 13, 2018, which is the record date for the general meeting. You are entitled to one vote for each AHPAC ordinary share that you owned as of the close of business on the record date. If your shares are held in "street name" or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. On the record date, there were 5,812,500 AHPAC ordinary shares outstanding, of which none are AHPAC Class A ordinary shares and 5,812,500 are AHPAC Class B ordinary shares held by the initial shareholders.

Proposals at the general meeting

        At the general meeting, AHPAC's shareholders will vote on the following proposals:

    1.
    Proposal No. 1—The Business Combination Proposal—To consider and vote upon a proposal to approve and adopt the Merger Agreement and the transactions contemplated thereby, which we refer to as the "Business Combination Proposal";

    2.
    Proposal No. 2—The Domestication Proposal—To consider and vote upon a proposal to approve by special resolution, assuming the Business Combination Proposal is approved and adopted, the domestication, which we refer to as the "Domestication Proposal";

    The Charter Proposals—To consider and vote upon eight separate proposals to approve by special resolution, assuming the Business Combination Proposal is approved and adopted, the following material differences between AHPAC's existing amended and restated memorandum and articles of association and the proposed certificate and the proposed bylaws of ORGO upon the domestication:

    3.
    Proposal No. 3—To consider and vote upon an amendment to AHPAC's existing organizational documents to authorize that directors may only be removed for cause;

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    4.
    Proposal No. 4—To consider and vote upon an amendment to AHPAC's existing organizational documents to authorize that only the Board, chairperson of the board of directors or chief executive offer may call a meeting of stockholders;

    5.
    Proposal No. 5—To consider and vote upon an amendment to AHPAC's existing organizational documents to authorize removal of the ability of stockholders to take action by written consent in lieu of a meeting;

    6.
    Proposal No. 6—To consider and vote upon an amendment to AHPAC's existing organizational documents to require the affirmative vote of holders of a majority of the voting power of ORGO's then issued and outstanding shares of stock entitled to amend the proposed certificate;

    7.
    Proposal No. 7—To consider and vote upon an amendment to AHPAC's existing organizational documents to authorize the adoption of Delaware as the exclusive forum for certain stockholder litigation;

    8.
    Proposal No. 8—To consider and vote upon an amendment to AHPAC's existing organizational documents to authorize ORGO to permit the ORGO Sponsors to engage in competitive businesses and renounce certain corporate opportunities offered to the ORGO Sponsors or any of their managers, officers, directors, agents, stockholders, members, partners, affiliates and subsidiaries (other than ORGO and its subsidiaries) that are not expressly offered to them in their capacities as directors or officers of ORGO;

    9.
    Proposal No. 9—To consider and vote upon an amendment to AHPAC's existing organizational documents to approve the authorized number of shares of ORGO common stock contained in the proposed certificate; and

    10.
    Proposal No. 10—To consider and vote upon an amendment to AHPAC's existing organizational documents to authorize other changes to the organizational documents resulting from the domestication and business combination, including changing the post-business combination corporate name from "Avista Healthcare Public Acquisition Corp." to "Organogenesis Holdings Inc." and removing certain provisions relating to our status as a blank-check company that will no longer apply upon consummation of the business combination;

      We refer to Proposals No. 3-10 collectively as the "Charter Proposals";

    11.
    Proposal No. 11—The Cayman Charter Amendment Proposal—To consider and vote upon amendments to AHPAC's existing organizational documents to eliminate the limited period of time that AHPAC had to consummate the business combination, to eliminate any requirement to take certain actions as a result of the failure to complete a business combination in such limited period of time, and to ratify the actions of AHPAC and its directors in connection therewith;

    12.
    Proposal No. 12—The Director Election Proposal—To consider and vote upon a proposal to elect eight directors to serve on the ORGO Board until the 2019 annual meeting of shareholders, or until their respective successors are duly elected and qualified, which we refer to as the "Director Election Proposal";

    13.
    Proposal No. 13—The Management Incentive Plan Proposal—To consider and vote on a proposal to approve and adopt, assuming the Charter Proposals, the Domestication Proposal and the Business Combination Proposal are all approved and adopted, 2018 Equity Incentive Plan and the material terms thereunder, which we refer to as the "Management Incentive Plan Proposal". A copy of the 2018 Equity Incentive Plan is attached to the accompanying joint proxy statement/prospectus as Annex J;

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    13.
    Proposal No. 14—The NASDAQ Proposal—To consider and vote upon a proposal to approve, assuming the Charter Proposals, the Domestication Proposal, the Management Incentive Plan Proposal and the Business Combination Proposal are all approved and adopted, for purposes of complying with applicable provisions of NASDAQ Listing Rule 5635, the issuance of more than 20% of AHPAC's issued and outstanding ordinary shares (or issued and outstanding common stock following the domestication) to the Organogenesis Stockholders in connection with the business combination and to participants in the equity financing and the exchange and the related change of control, which we refer to as the "NASDAQ Proposal"; and

    14.
    Proposal No. 15—Adjournment Proposal—To consider and vote upon a proposal to approve the adjournment of the general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of one or more proposals to be submitted for shareholder approval at the general meeting, which we refer to as the "Adjournment Proposal."


THE AHPAC BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" EACH OF THESE PROPOSALS.

Vote of AHPAC's Sponsor, Directors and Officers

        In connection with the IPO, the initial shareholders agreed to vote their founder shares and any public shares purchased during or after the IPO in favor of the business combination. Currently, the initial shareholders own 100% of AHPAC's issued and outstanding ordinary shares, including all of the outstanding founder shares. These agreements apply to the initial shareholders, including the sponsor, as it relates to the outstanding founder shares and the requirement to vote all of the outstanding founder shares in favor of the Business Combination Proposal and for all other proposals presented to AHPAC's shareholders in this joint proxy statement/prospectus.

        The initial shareholders, other current directors and officers have waived any redemption rights, including with respect to AHPAC Class A ordinary shares purchased in the IPO or in the aftermarket, in connection with business combination.

Quorum and Required Vote for Proposals for the General Meeting

        The approval of each of the Domestication Proposal and the Charter Proposals requires the affirmative vote of the holders of at least two-thirds of the ordinary shares represented in person or by proxy and entitled to vote thereon, and who vote thereon, at the general meeting. Accordingly, if an AHPAC shareholder fails to vote by proxy or to vote in person at the general meeting, their shares will not be counted in connection with the determination of whether a valid quorum is established, however, if a valid quorum is otherwise established, such failure to vote will have no effect on the outcome of any vote on the Domestication Proposal or any of the Charter Proposals. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the vote with respect to the Domestication Proposal and the Charter Proposals.

        The approval of the Business Combination Proposal requires the affirmative vote of holders of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon, and who vote thereon, at the general meeting. Accordingly, if an AHPAC shareholder fails to vote by proxy or to vote in person at the general meeting, their shares will not be counted in connection with the determination of whether a valid quorum is established, however, if a valid quorum is otherwise established, such failure to vote will have no effect on the outcome of any vote on the Business Combination Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the vote with respect to the Business Combination Proposal. The initial shareholders have agreed to vote their founder shares and any public shares they may hold in favor of the business combination. Currently, the initial shareholders own

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100% of AHPAC's issued and outstanding ordinary shares, including all of the outstanding founder shares.

        The approval of each of the Director Election Proposal, the Management Incentive Plan Proposal, the NASDAQ Proposal and the Adjournment Proposal requires the affirmative vote of holders of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon, and who vote thereon, at the general meeting. Accordingly, if an AHPAC shareholder fails to vote by proxy or to vote in person at the general meeting, their shares will not be counted in connection with the determination of whether a valid quorum is established, however, if a valid quorum is otherwise established, such failure to vote will have no effect on the outcome of any vote on the NASDAQ Proposal, the Director Election Proposal or the Adjournment Proposal. Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the vote with respect to the NASDAQ Proposal, the Director Election Proposal, the Management Incentive Plan Proposal and the Adjournment Proposal. The approval of the Cayman Charter Amendment Proposal requires the affirmative vote of holders of one hundred percent (100%) of the ordinary shares entitled to vote thereon at the general meeting vote. Failure to vote by proxy or in person at the general meeting and abstentions will have the same effect as a vote "AGAINST" this proposal.

        The transactions contemplated by the Merger Agreement will be consummated only if the Business Combination Proposal, the Domestication Proposal, the NASDAQ Proposal, the Management Incentive Plan Proposal and the Charter Proposals are approved at the general meeting. Each of the Business Combination Proposal, the Domestication Proposal, the NASDAQ proposal and the Charter Proposals are cross-conditioned on the approval of each other. Each other proposal is conditioned on the approval of the Business Combination Proposal, the Domestication Proposal, the NASDAQ Proposal, the Management Incentive Plan Proposal and the Charter Proposals, other than the Adjournment Proposal, and the Cayman Charter Amendment Proposal, which are not conditioned on the approval of any other proposal set forth in this joint proxy statement/prospectus. It is important for you to note that in the event that the Business Combination Proposal, the Domestication Proposal, the NASDAQ Proposal, the Management Incentive Plan Proposal or the Charter Proposals do not receive the requisite vote for approval, we will not consummate the business combination.

Recommendation to AHPAC's Shareholders

        The AHPAC Board believes that each of the Business Combination Proposal, the Domestication Proposal, the NASDAQ Proposal, the Charter Proposals, the Cayman Charter Amendment Proposal, the Director Election Proposal, the Management Incentive Plan Proposal and the Adjournment Proposal to be presented at the general meeting is in the best interests of AHPAC and AHPAC's shareholders and unanimously recommends that its shareholders vote "FOR" each of the proposals.

        When you consider the recommendation of the AHPAC Board in favor of approval of the Business Combination Proposal, you should keep in mind that the sponsor and certain members of the AHPAC Board and officers have interests in the business combination that are different from or in addition to (or which may conflict with) your interests as a shareholder. Shareholders should take these interests into account in deciding whether to approve the proposals presented at the general meeting, including the Business Combination Proposal. These interests include, among other things:

    the fact that the initial shareholders have agreed not to redeem any of the outstanding founder shares in connection with a shareholder vote to approve a proposed initial business combination;

    the fact that AHPAC issued to the sponsor on August 11, 2017, as amended and restated on May 3, 2018, an unsecured promissory note pursuant to which AHPAC is permitted to borrow up to $600,000 in aggregate principal amount;

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    the fact that the sponsor paid an aggregate of $25,000 for the outstanding founder shares for approximately $0.003 per share which, if valued based on the closing price of $10.15 per share on the NASDAQ Capital Market on October 30, 2018 would be valued at approximately $58,996,875 (after giving effect to the conversion);

    the fact that the initial shareholders have agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares;

    the fact that the initial shareholders paid an aggregate of $8,200,000 for their 16,400,000 private placement warrants, which, if valued based on the closing price of $0.21 per warrant on the NASDAQ Capital Market on October 30, 2018 would be valued at approximately $3,444,000 but may expire worthless if AHPAC fails to complete a business combination;

    the fact that if AHPAC consummates a business combination, any amounts outstanding under any loan made by the sponsor to AHPAC will be repayable in cash or at the option of the sponsor, an aggregate amount up to $1,500,000 may be converted into warrants with identical terms as the private placement warrants, at the price of $0.50 per warrant, and if AHPAC fails to complete a business combination there may be insufficient assets outside the trust account to satisfy such loans;

    the fact that if AHPAC consummates the transactions contemplated by the merger agreement, the Class B Holders will surrender to AHPAC an aggregate 4,421,507 AHPAC Class B ordinary shares and 16,400,000 private placement warrants;

    the anticipated election of Mr. Joshua Tamaroff as a director of ORGO;

    the continued indemnification of AHPAC's existing directors and officers and the continuation of AHPAC's directors' and officers' liability insurance after the business combination;

    the fact that the sponsor, officers and directors were not permitted to participate in the formation of, or become a director or officer of, any other blank check company until AHPAC (i) had entered into a definitive agreement regarding an initial business combination or (ii) failed to complete an initial business combination by October 14, 2018; and

    the fact that the sponsor, officers and directors will not be reimbursed for any out-of-pocket expenses if an initial business combination is not consummated.

Broker Non-Votes

        In general, if your shares are held in "street" name and you do not instruct your broker, bank or other nominee on a timely basis on how to vote your shares, your broker, bank or other nominee, in its sole discretion, may either leave your shares unvoted or vote your shares on routine matters, but not on any non-routine matters. None of the proposals at the general meeting are routine matters. As such, without your voting instructions, your brokerage firm cannot vote your shares on any proposal to be voted on at the general meeting.

Voting Your Shares—Shareholders of Record

        If you are an AHPAC shareholder of record, you may vote by mail or in person at the general meeting. Each AHPAC ordinary share that you own in your name entitles you to one vote on each of the proposals for the general meeting. Your one or more proxy cards show the number of AHPAC ordinary shares that you own.

        Voting by Mail.    You can vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals named on the

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proxy card to vote your shares at the general meeting in the manner you indicate. We encourage you to sign and return the proxy card even if you plan to attend the general meeting so that your shares will be voted if you are unable to attend the general meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. If you hold your shares in "street name" through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the general meeting. If you sign and return the proxy card but do not give instructions on how to vote your shares, your ordinary shares will be voted as recommended by the AHPAC Board. The AHPAC Board recommends voting "FOR" the Domestication Proposal, "FOR" the Business Combination Proposal, "FOR" the NASDAQ Proposal, "FOR" the Charter Proposals, "FOR" the Cayman Charter Amendment Proposal, "FOR" the Director Election Proposal, "FOR" the Management Incentive Plan Proposal, and "FOR" the Adjournment Proposal. Votes submitted by mail must be received by 5:00 p.m. Eastern Time on December 8, 2018.

        Voting in Person at the Meeting.    If you attend the general meeting and plan to vote in person, we will provide you with a ballot at the general meeting. If your shares are registered directly in your name, you are considered the shareholder of record and you have the right to vote in person at the general meeting. If you hold your shares in "street name," which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the general meeting and vote in person, you will need to bring to the general meeting a legal proxy from your broker, bank or nominee authorizing you to vote these shares. That is the only way we can be sure that the broker, bank or nominee has not already voted your ordinary shares.

Voting Your Shares—Beneficial Owners

        If your shares are held in an account at a brokerage firm, bank or other nominee, then you are the beneficial owner of shares held in "street name" and this joint proxy statement/prospectus is being sent to you by that broker, bank or other nominee. The broker, bank or other nominee holding your account is considered to be the shareholder of record for purposes of voting at the general meeting. As a beneficial owner, you have the right to direct your broker, bank or other nominee regarding how to vote the shares in your account by following the instructions that the broker, bank or other nominee provides you along with this joint proxy statement/prospectus. As a beneficial owner, if you wish to vote at the general meeting, you will need to bring to the general meeting a legal proxy from your broker, bank or other nominee authorizing you to vote those shares. Please see "Attending the general meeting" below for more details.

Attending the general meeting

        Only AHPAC's shareholders on the record date or their legal proxy holders may attend the general meeting. To be admitted to the general meeting, you will need a form of photo identification and valid proof of ownership of ordinary shares or a valid legal proxy. If you have a legal proxy from a shareholder of record, you must bring a form of photo identification and the legal proxy to the general meeting. If you have a legal proxy from a "street name" shareholder, you must bring a form of photo identification, a legal proxy from the record holder (that is, the bank, broker or other holder of record) to the "street name" shareholder that is assignable, and the legal proxy from the "street name" shareholder to you. Shareholders may appoint only one proxy holder to attend on their behalf.

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Revoking Your Proxy

        If you give a proxy, you may revoke it at any time before the general meeting or at the general meeting by doing any one of the following:

    you may send another proxy card with a later date;

    you may notify AHPAC's Secretary in writing to Benjamin Silbert at silbert@avistacap.com, before the general meeting that you have revoked your proxy; or

    you may attend the general meeting, revoke your proxy, and vote in person, as indicated above.

No Additional Matters

        The general meeting has been called only to consider the approval of the Business Combination Proposal, the Domestication Proposal, the NASDAQ Proposal, the Charter Proposals, the Cayman Charter Amendment Proposal, the Director Election Proposal, the Management Incentive Plan Proposal and the Adjournment Proposal. Other than procedural matters incident to the conduct of the general meeting, no other matters may be considered at the general meeting if they are not included in this joint proxy statement/prospectus, which serves as the notice of the general meeting.

Who Can Answer Your Questions About Voting

        If you have any questions about how to vote or direct a vote in respect of your AHPAC ordinary shares, you may call MacKenzie Partners, AHPAC's proxy solicitor, at 1-800-322-2885 (toll free), or 1-212-929-5500 (call collect).

Redemption Rights

        Pursuant to AHPAC's existing amended and restated memorandum and articles of association, a holder of AHPAC's public shares may request that AHPAC redeem all or a portion of such shareholder's public shares (which will become shares of ORGO common stock in the domestication) for cash if the business combination is consummated. As of the date of this joint proxy statement/prospectus, all of AHPAC's public shares have been redeemed.

Appraisal Rights

        Appraisal rights are not available to holders of AHPAC ordinary shares in connection with the business combination.

Proxy Solicitation Costs

        AHPAC is soliciting proxies on behalf of the AHPAC Board. This proxy solicitation is being made by mail, but also may be made by telephone or in person. AHPAC has engaged MacKenzie Partners to assist in the solicitation of proxies for the general meeting. AHPAC and its directors, officers and employees may also solicit proxies in person. AHPAC will ask banks, brokers and other institutions, nominees and fiduciaries to forward the proxy materials to their principals and to obtain their authority to execute proxies and voting instructions.

        AHPAC will bear the entire cost of the proxy solicitation, including the preparation, assembly, printing, mailing and distribution of the proxy materials. AHPAC will pay MacKenzie Partners a fee of $15,000, plus disbursements, reimburse MacKenzie Partners for its reasonable out-of-pocket expenses and indemnify MacKenzie Partners and its affiliates against certain claims, liabilities, losses, damages and expenses for their services as AHPAC proxy solicitor. We will reimburse brokerage firms and other custodians for their reasonable out-of-pocket expenses for forwarding the proxy materials to AHPAC's shareholders. Directors, officers and employees of AHPAC who solicit proxies will not be paid any additional compensation for soliciting proxies.

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THE BUSINESS COMBINATION

General

        On August 17, 2018, AHPAC and Merger Sub entered into the Merger Agreement with Organogenesis, pursuant to which, among other things and subject to the terms and conditions contained in the Merger Agreement, (i) AHPAC will transfer by way of continuation out of the Cayman Islands into the State of Delaware or domesticate as a Delaware corporation in accordance with Section 388 of the Delaware General Corporation Law, as amended and the Cayman Islands Companies Law (2018 Revision); (ii) Merger Sub will merge with and into Organogenesis, the separate corporate existence of Merger Sub will cease and Organogenesis will be the surviving corporation and a direct wholly-owned subsidiary of AHPAC. For more information about the transactions contemplated in the Merger Agreement, please see the section entitled "The Merger Agreement and Related Agreements." A copy of the Merger Agreement, including each amendment thereto through the date hereof is attached to this joint proxy statement/prospectus as Annex A.

Structure of the Business Combination

        In connection with the closing of the business combination contemplated by the Merger Agreement, the parties will undertake the following transactions:

    The Class B Holders will surrender 16,400,000 private placement warrants and 4,421,507 founder shares.

    AHPAC will take the actions necessary to become a Delaware corporation.

    AHPAC will consummate the equity financing.

    ORGO and Organogenesis will cause the repayment and satisfaction in full of all outstanding obligations of Organogenesis (and any guarantors) under the Insider Loans as set forth in the Exchange Agreement.

    ORGO will deposit (or cause to be deposited) with Organogenesis's exchange agent the number of shares of ORGO Class A common stock payable to the Organogenesis Stockholders (the "Merger Consideration").

    The certificate of merger with respect to the merger will be prepared and executed in accordance with the relevant provisions of the DGCL and filed with the Secretary of State of the State of Delaware.

        As a result of the foregoing transactions, at the consummation of the business combination, AHPAC (which will then be known as ORGO) will own 100% of Organogenesis.

Consideration to Organogenesis Stockholders in the Business Combination

    Holders of Organogenesis common stock

        Subject to the terms and conditions of the Merger Agreement, each share of Organogenesis common stock will be converted, into the right to receive a number of validly issued, fully paid in and nonassessable shares of AHPAC Common Stock equal to the exchange ratio.

    Holders of Organogenesis Warrants

        Subject to the terms and conditions of the Merger Agreement, each warrant to purchase one share of Organogenesis common stock (other than Organogenesis warrants that expire or are deemed automatically net exercised immediately prior to the effective time according to their terms as of the date of the Merger Agreement as a result of the transactions contemplated by the Merger Agreement)

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will be converted into a new warrant for shares of ORGO Class A common stock ("replacement warrant"). Each replacement warrant shall have, and be subject to, substantially the same terms and conditions set forth in the Organogenesis warrants, except that: (i) the number of shares of ORGO Class A common stock which can be purchased with each replacement warrant shall equal a number of shares equal to (as rounded down to the nearest whole number) the product of (A) the number of shares of Organogenesis common stock (on an as-converted to Organogenesis common stock basis) that the Organogenesis warrant entitled the holder thereof to acquire immediately prior to the effective time, multiplied by (B) the exchange ratio; and (ii) the exercise price for each replacement warrant shall be equal to (as rounded up to the nearest whole cent) the quotient of (A) the exercise price of the Organogenesis warrant (in U.S. Dollars), divided by (B) the exchange ratio.

    Holders of Organogenesis Options

        Subject to the terms and conditions of the Merger Agreement, each outstanding Organogenesis option (whether vested or unvested) shall be assumed by ORGO and automatically converted into an option to purchase shares of ORGO Class A Common Stock (each, an "assumed option"). Each assumed option will be subject to the terms and conditions set forth in Organogenesis's 2003 Stock Incentive Plan and the applicable award agreement. Each assumed option shall: (i) have the right to acquire a number of shares of ORGO Class A common stock equal to (as rounded down to the nearest whole number) the product of (A) the number of shares of Organogenesis common stock the Organogenesis option entitled the holder thereof to acquire immediately prior to the effective time, multiplied by (B) the exchange ratio; (ii) have an exercise price equal to (as rounded up to the nearest whole cent) the quotient of (A) the exercise price of the Organogenesis option (in U.S. Dollars), divided by (B) the exchange ratio; (iii) be subject to the same vesting schedule as the applicable Organogenesis option; and (iv) be administered by the ORGO Board or a committee thereof.

Subscription Agreement

        Concurrently with the signing of the Merger Agreement, AHPAC entered into the subscription agreement with the PIPE Investors for the purchase and sale of 9,022,741 shares of ORGO Class A common stock and 4,100,000 PIPE warrants for an aggregate purchase price of $46 million (the "equity financing"). The PIPE Investors also purchased, concurrently with the execution and delivery of the Merger Agreement, 3,221,050 shares of Organogenesis common stock for an aggregate purchase price of $46 million (such subscription, collectively with the equity financing, the "private investment"). The purpose of the private investment is to fund the business combination and related transactions and for general corporate purposes. Due to the equity financing, AHPAC believes there will be sufficient funds available to complete the Organogenesis Transaction, if all other conditions are satisfied.

Conditions to Closing of the Business Combination

Conditions to Each Party's Obligations

        The respective obligations of each of the parties to the Merger Agreement to effect the transactions contemplated by the Merger Agreement are subject to the satisfaction, or written waiver by both AHPAC and Organogenesis, of each of the following conditions:

    The affirmative vote (in person or by proxy) of the holders of a majority or at least a two-thirds majority (as applicable) of the issued and outstanding ordinary shares entitled to vote thereon, in favor of (A) the adoption and approval of the Merger Agreement and the transactions contemplated thereby (including the merger), (B) the issuance of shares of AHPAC Common Stock in connection with the merger, (C) the change of the name of AHPAC to "Organogenesis Holdings Inc.", (D) an increase in the number of authorized shares of AHPAC Common Stock, (E) amendments to the existing organizational documents to be effective from and after the

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      Closing as set forth in the Form of AHPAC Certificate of Incorporation upon Domestication attached the Merger Agreement as Exhibit E and Form of AHPAC Bylaws attached to the Merger Agreement as Exhibit F, (F) the adoption and approval of a new equity incentive plan in a form and substance reasonably acceptable to AHPAC and the Organogenesis (the "Incentive Plan"), and which Incentive Plan will provide for awards for a number of shares of AHPAC Common Stock equal to ten percent (10%) of the aggregate number of shares of AHPAC Common Stock issued and outstanding immediately after the Closing (giving effect to the Parent Shareholder Redemptions), and for purposes of clarification, such ten percent (10%) share reserve shall not include the number of shares of AHPAC Common Stock that are subject to the Assumed Options (as defined in the Merger Agreement), (G) the election of the members of the board of directors of Parent in accordance with Section 6.1(g) thereof, and (H) such other matters as mutually agreed upon between Organogenesis and AHPAC, at an extraordinary general meeting of holders of Parent Common Shares to be called and held for such purpose (the matters set forth in clauses (A) through (H) being referred to herein as the "AHPAC Shareholder Matters");

    Organogenesis' stockholders have approved the adoption of the merger agreement;

    AHPAC shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act);

    The applicable waiting period under the HSR Act shall have expired or been terminated or such approval shall have otherwise been obtained;

    The Registration Statement shall have been declared effective by the SEC, and no order suspending the effectiveness of the Registration Statement shall be in effect and no proceedings for that purpose shall be pending before or threatened by the SEC;

    The shares of ORGO Class A common stock to be issued in connection with the merger shall be approved for listing on the Nasdaq;

    All necessary permits and authorizations under state securities or "blue sky" laws, the Securities Act and the Exchange Act relating to the issuance and trading of shares of AHPAC Common Stock to be issued in the domestication and the merger shall have been obtained and shall be in effect; and

    The equity financing shall have been consummated.

    Conditions to AHPAC's Obligations

        The obligations of AHPAC and Merger Sub to effect the transactions contemplated by the Merger Agreement are subject to the satisfaction of certain conditions (any or all of which may be waived in writing in whole or in part exclusively by AHPAC), including, among others, (i) Organogenesis must have performed and complied in all material respects with all obligations required to be performed or complied with by Organogenesis under the Merger Agreement at or prior to the Closing Date, (ii) Organogenesis shall have delivered the Company Support Agreement, (iii) the Debt Consents shall remain in full force and effect and (iv) the Exchange Agreement shall have been consummated.

    Conditions to Organogenesis's Obligations

        The obligations of Organogenesis to effect the transactions contemplated by the Merger Agreement are subject to the satisfaction at or prior to the Closing Date of certain conditions (any or all of which may be waived in writing in whole or in part exclusively by Organogenesis), including, among others, (i) AHPAC and Merger Sub must have performed and complied in all material respects with all obligations required to be performed or complied with under the Merger Agreement at or

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prior to the Closing Date, (ii) there shall have been no material adverse effect on Parent and (iii) Parent shall have delivered the Parent Support Agreement.

Related Agreements

        For a discussion regarding certain additional agreements to be entered into in connection with the Merger Agreement, please see the section titled "The Merger Agreement—Related Agreements" beginning on page 127 of this joint proxy statement/prospectus.

Background of the business combination

        AHPAC is a blank check company incorporated in the Cayman Islands on December 4, 2015 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses with the intention of focusing its search for a target business in the healthcare industry. The business combination was the result of a thorough search for a potential transaction utilizing the investing and operating experience of AHPAC's management team and board of directors. The terms of the business combination were the result of extensive negotiations between AHPAC's directors, AHPAC's management team, representatives of the sponsor, representatives of the PIPE Investors, management of Organogenesis, representatives of Organogenesis, and representatives of Credit Suisse Securities (USA) LLC, financial advisor to AHPAC ("Credit Suisse"), Weil, Gotshal & Manges LLP, legal counsel to AHPAC ("Weil") and Foley Hoag LLP, legal counsel to Organogenesis ("Foley"). The following is a brief description of the background of these negotiations, the business combination and related transactions.

        On October 14, 2016, AHPAC consummated its IPO of 30,000,000 units at a price of $10.00 per unit generating gross proceeds of $300,000,000 before underwriting discounts and expenses. Each unit ("unit") consists of one Class A ordinary share, par value $0.0001 per share, and one warrant to purchase one-half of one Class A ordinary share, where two warrants may be exercised for one whole Class A ordinary share at a price of $11.50 per share, subject to adjustment (each, a "public warrant"). Simultaneously with the closing of its IPO, AHPAC completed the private sale of an aggregate of 16,000,000 private placement warrants, at a purchase price of $0.50 per private placement warrant, to our sponsor and our independent directors (collectively, the "initial shareholders"), generating gross proceeds to AHPAC of $8,000,000.

        On November 28, 2016, AHPAC completed the sale of an additional 1,000,000 units to the underwriters of the IPO at the public offering price of $10.00 per unit pursuant to the partial exercise of the over-allotment option granted to the underwriters in connection with AHPAC's IPO (the "Over-allotment Option"). On November 28, 2016, AHPAC sold an additional 400,000 private placement warrants for an aggregate purchase price of $200,000 in connection with the exercise of the Over-allotment Option. Following the partial exercise of the Over-allotment Option, 875,000 founder shares were forfeited in order to maintain the ownership of the initial shareholders at 20% of the issued and outstanding ordinary shares. On November 28, 2016, the sponsor sold 161,180 founder shares and 350,114 private placement warrants to one of AHPAC's independent directors at their original purchase price.

        AHPAC received gross proceeds from the IPO, including the partial exercise of the Over-allotment Option, and the sale of the private placement warrants of $310,000,000 and $8,200,000, respectively, for an aggregate of $318,200,000. Of such amount, $310,000,000 was deposited into the trust account by the trustee. The remaining $8,200,000 was held outside of the trust account, of which $6,200,000 was used to pay underwriting discounts, with the balance used to repay a note to the sponsor and to pay accrued offering and formation costs, and the remainder was reserved for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. At June 30, 2018, funds held in the trust account consisted solely of cash.

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        Prior to the consummation of the IPO on October 14, 2016, neither AHPAC, nor anyone on its behalf, contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to a transaction between AHPAC and Organogenesis.

        After the IPO, AHPAC commenced an active search for prospective businesses and assets to acquire. Representatives of AHPAC contacted and were contacted by a number of individuals and entities with respect to acquisition opportunities.

        During that period, AHPAC's management and the sponsor:

    considered or conducted an analysis of over 30 potential acquisition targets;

    ultimately engaged in discussions or additional due diligence with seventeen target businesses or their representatives, entering into non-disclosure agreements with thirteen of those seventeen potential acquisition targets; and

    actively negotiated definitive documentation in respect of a business combination with three parties, including Envigo and Organogenesis and a third party engaged in the biotechnology industry which we refer to as "Party A". Discussions with Party A were suspended in June 2018 when it was determined that a transaction with Party A could not be consummated on a timely basis.

        On April 19, 2017, Credit Suisse and AHPAC discussed Organogenesis as a potential business combination opportunity for AHPAC. Credit Suisse prepared a summary of publicly-available information on Organogenesis and shared this with AHPAC. A representative of Credit Suisse subsequently reached out to Organogenesis management to discuss AHPAC as a potential partner in a business combination.

        On July 10, 2017, a representative of Credit Suisse called a representative of the sponsor to provide an update on Organogenesis and discuss a potential in-person meeting at Organogenesis' headquarters in Canton, MA. AHPAC expressed interest in a meeting, and Credit Suisse facilitated the negotiation of a Non-Disclosure Agreement between Organogenesis and AHPAC. On July 17, 2017, Organogenesis and AHPAC entered into a Non-Disclosure Agreement.

        On July 24, 2017, representatives of AHPAC (including Thompson Dean, the executive chairman of AHPAC, Robert Girardi and Joshua Tamaroff, representatives of the sponsor) met with representatives of Credit Suisse at AHPAC's offices to discuss a potential transaction with Organogenesis, based on the information provided to date. On July 28, 2017, AHPAC received preliminary financial information on Organogenesis.

        On August 21, 2017, AHPAC, Merger Sub, Avista Healthcare NewCo LLC, a Delaware limited liability company and wholly owned subsidiary of AHPAC, Envigo, and Jermyn Street Associates, LLC, entered into the Transaction Agreement. On February 14, 2018, each of the parties determined that the terms of the proposed transaction were no longer consistent with the parties' respective objectives, and they agreed to terminate the proposed transaction. On February 14, 2018, AHPAC and Envigo entered into a Mutual Termination Agreement. The Transaction Agreement was terminated effective as of February 14, 2018.

        After termination of the Envigo transaction, AHPAC and Credit Suisse discussed alternative transaction targets, and AHPAC indicated a continued interest in Organogenesis. Credit Suisse re-initiated contact with Organogenesis on behalf of AHPAC, and on March 5, 2018, representatives of Credit Suisse, Tim Cunningham, Chief Financial Officer of Organogenesis and Mr. Dean held a call to discuss a possible business combination between Organogenesis and AHPAC.

        On April 20, 2018, Credit Suisse delivered additional financial information on Organogenesis to AHPAC for its consideration. On April 23, 2018, AHPAC sent Organogenesis a list of initial

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commercial diligence questions and discussion topics in advance of an in-person meeting scheduled by Credit Suisse at AHPAC's request. On April 25, 2018, representatives of AHPAC and Organogenesis met at Organogenesis' offices in Canton, MA to discuss a potential business combination. The following day, AHPAC sent Organogenesis materials outlining the potential benefits of the business combination and an illustrative timeline.

        After reviewing the materials provided by AHPAC, Organogenesis agreed to participate in a follow-up meeting on May 1, 2018. On that date, representatives of AHPAC, Organogenesis and Credit Suisse had a follow-up meeting to discuss a business combination in further detail, including considerations around pro forma ownership, structure and valuation. On May 2, 2018, Mr. Dean called Mr. Cunningham to further discuss a potential transaction, after which AHPAC sent a preliminary non-binding draft letter of intent (the "May 2 LOI") to Organogenesis for review. The May 2 LOI assigned a pro forma enterprise value of the post-combination entity of $883.5 million, and contemplated a "PIPE" financing (the "May 2 equity financing"), that would include a $45 million investment in Organogenesis by third parties at the time of execution of definitive documentation for the business combination, and an additional $45 million investment in AHPAC concurrent with consummation of the business combination. In addition, the May 2 LOI expressed a willingness on behalf of the sponsor and the AHPAC directors to surrender up to 2.5 million founder shares, so that an equivalent number of shares of Class A common stock could be issued to participants in the May 2 equity financing, effectively lowering the price for such investors, with no net equity impact on the post-combination entity. The May 2 LOI also contemplated use of the May 2 equity financing proceeds for the payment of $26.2 million of accrued interest and principal on the Organogenesis Insider Debt, with the remainder of the Organogenesis Insider Debt to be converted into equity of the post-combination entity concurrent with the consummation of the business combination at a value equivalent to the effective price paid by the investors in the May 2 equity financing. The May 2 LOI also contemplated that the sponsor would be entitled to designate one of the initial members of the board of directors of AHPAC after the business combination.

        On May 3, 2018, Credit Suisse informed representatives of AHPAC that Organogenesis had informed Credit Suisse that the Organogenesis board of directors (the "Organogenesis Board") would not accept AHPAC's proposal in the May 2 LOI, as it would subject the existing stockholders to a level of dilution (as a result of outstanding AHPAC warrants) that was unacceptable to Organogenesis controlling stockholders. Later that afternoon, AHPAC sent Organogenesis a revised LOI, providing that the sponsor and the directors of AHPAC would agree to forfeit 8.2 million of their private placement warrants, on a pro rata basis, in connection with a business combination between AHPAC and Organogenesis (the "May 3 LOI").

        On May 16, 2018, representatives of Credit Suisse spoke with Mr. Cunningham to discuss the May 3 LOI. Mr. Cunningham indicated that additional private placement warrants would need to be forfeited in order for the Organogenesis Board to consider the proposed business combination. Mr. Cunningham further indicated that some of the key issues for the parties to discuss regarding the May 3 LOI from Organogenesis' perspective were the post-closing pro forma ownership of the existing Organogenesis stockholders in the combined entity (including as a result of redemptions by AHPAC public shareholders), the treatment of Organogenesis' existing debt, the amount of investment targeted in the Private Offering, and the implied total enterprise value of Organogenesis. Later on May 16, 2018, AHPAC sent a further updated LOI, reflecting the sponsor's and the directors' of AHPAC's willingness to forfeit 12.3 million of their aggregate private placement warrants (the "May 16 LOI"). Over the course of the following three days, representatives of Organogenesis and AHPAC discussed the May 16 LOI.

        On June 4, 2018, representatives of AHPAC held an update call with Mr. Cunningham and Gary Gillheeney, Chief Executive Officer of Organogenesis, to discuss in more detail potential structures of the proposed business combination and the other key issues regarding the May 3 LOI that

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Mr. Cunningham had raised with Credit Suisse. On June 11, 2018, the Organogenesis Board held a meeting and agreed to continue to consider the possible business combination with AHPAC.

        On June 12, 2018, Organogenesis made available to representatives of AHPAC, Weil and Credit Suisse access to an online data room containing detailed legal and operational data regarding Organogenesis. On June 13, 2018, representatives of Organogenesis, AHPAC, Weil, Foley and Credit Suisse participated in a call to discuss the possible transaction. The participants discussed potential next steps, including the requirement to obtain the consent of SVB and Eastward to the business combination. On June 14, 2018, AHPAC sent Organogenesis (i) a list of due diligence discussion topics for a planned in-person meeting and (ii) a follow-up due diligence request list.

        On June 18, 2018, Organogenesis provided AHPAC with draft projections for 2018 and 2019. On June 19, 2018, AHPAC provided Organogenesis a list of discussion topics for a call between AHPAC and the management team of Organogenesis, which call was held on June 20, 2018 with representatives of AHPAC and the sponsor and Mr. Cunningham and members of his team at Organogenesis. On June 21, 2018, representatives of AHPAC and the sponsor, as well as representatives of the PIPE investors met in-person and by teleconference with Mr. Gillheeney, Mr. Cunningham and other representatives of Organogenesis' senior management team at Organogenesis' headquarters in Canton, MA to conduct further due diligence, as well as discuss potential timing of a transaction and outreach to potential third party investors. On June 25, 2018, representatives of AHPAC and representatives of Organogenesis' auditors, RSM US LLP, participated in a due diligence call.

        During the period from June 21, 2018 to July 2, 2018, Organogenesis, AHPAC, Credit Suisse, Wells Fargo Securities, LLC ("Wells Fargo"), Foley and Weil drafted a private placement memorandum (the "PPM") related to (a) a private offering by Organogenesis for the sale of up to $50,000,000 of Organogenesis' common stock to be completed concurrently with execution of a business combination agreement and (b) a private offering by AHPAC for the sale of up to an additional $50,000,000 of AHPAC Class A common stock to be consummated concurrently with the proposed business combination (collectively, the "Private Offering"). On June 25, 2018, Weil provided Foley with an initial draft of a merger agreement for the proposed business combination (the "Merger Agreement"). On June 29, 2018, Foley provided initial comments on the Merger Agreement to Weil. On July 2, 2018, Weil sent a legal due diligence request list to Foley, after reviewing the documents available in the online data room. On July 5, 2018, Weil sent to Foley a revised draft of the Merger Agreement.

        Through July and early August, Foley and Weil continued to exchange drafts of the Merger Agreement and related documents and Weil conducted legal due diligence on Organogenesis. The key economic terms negotiated between the parties over this period were the post-closing pro forma ownership of the existing Organogenesis shareholders in the combined entity (including as a result of redemptions by AHPAC public shareholders), the treatment of Organogenesis' existing debt, the amount of investment targeted in the Private Offering, and the implied total enterprise value of Organogenesis.

        On July 10, 2018, Foley circulated the final version of the PPM to Weil, Credit Suisse, Wells Fargo, AHPAC and Organogenesis. Over the course of the following two weeks, representatives of AHPAC, Organogenesis, Credit Suisse and Wells Fargo met or held telephone conferences with 14 potential investors in New York City and in Boston. On July 16, 2018, Credit Suisse reported to AHPAC that, based on the investor meetings to date, current levels of interest in the proposed business combination were not suffficent to complete the Private Offering.

        Following the discussion with Credit Suisse, representatives of AHPAC, led by Messrs. Dean and Burgstahler, began discussing the possibility that the PIPE Investors would be interested in participating in the Private Offering. At a meeting of the PIPE Investors' investment committee, comprised of Messrs. Dean, Burgstahler and Girardi and Sriram Venkataraman on July 16, 2018, the investment committee discussed the possibility of making investments in Organogenesis and AHPAC in connection

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with the anticipated business combination. During that meeting, it was decided that an investment into Organogenesis and the business combination was of interest to the PIPE Investors, and that the PIPE Investors should conduct due diligence on the potential investment. Following that meeting, AHPAC's officers determined that, since there was potential interest in the Private Offering, AHPAC should continue its due diligence and continue to progress the transaction documentation.

        On July 17, 2018, Messrs. Dean and Gillheeney discussed the possibility of a direct investment into Organogenesis by the PIPE investors at the time of the signing of the Merger Agreement, with a further investment to follow upon the consummation of the business combination. Mr. Dean communicated that the PIPE Investors would be interested in investing an aggregate of up to $100,000,000 in cash, on the condition that the principal amount of all of the Insider Organogenesis Debt would be converted to equity, resulting in the existing stockholders of Organogenesis owning an aggregate of 80.0% of the post-business combination entity, with ownership calculated using the treasury stock method (the "July 17 Proposal") and assuming 100% redemptions by AHPAC public shareholders. Later on July 17, 2018, representatives of Organogenesis informed Credit Suisse that the Organogenesis Board was considering the July 17 Proposal, but that they may have a preference to reduce the overall cash investment in order to increase the stake that existing Organogenesis stockholders would have in the post-business combination entity assuming that the existence of the equity financing at the contemplated economic terms would result in significant redemptions by AHPAC public shareholders.

        On July 19, 2018, Wells Fargo and Credit Suisse confirmed to AHPAC and Organogenesis that, based on the investor meetings to date, current levels of interest in the proposed business combination by investors other than the PIPE Investors were not sufficient to complete the Private Offering. AHPAC sent Organogenesis an illustrative transaction overview, which contemplated slight changes to the cash uses presented in the July 17 Proposal, including a direct paydown of $20,000,000 of Organogenesis' existing debt.

        On July 24, 2018, representatives of Weil held a legal due diligence call with representatives of Foley and Lori Freedman, general counsel of Organogenesis. Also on July 24, 2018, Credit Suisse spoke with Mr. Gillheeney about the progress the Organogenesis Board was making with respect to its consideration of the July 17 Proposal.

        On July 25, 2018, AHPAC sent a revised proposal to Organogenesis contemplating two potential options for the Private Investment (the "July 25 Proposal") each with slightly different values of cash invested into Organogenesis and repayment of Insider Loans. Mr. Dean and Mr. Gillheeney had a discussion about the July 25 Proposal and how each of their respective boards of directors were likely to view the July 25 Proposal.

        On July 27, 2018, AHPAC presented a further revised proposal to Organogenesis, similarly with two potential options for the Private Investment (the "July 27 Proposal"), with the key differences surrounding the amount of cash invested and the post-business combination ownership distribution. Later in the day on July 27, 2018, Mr. Dean and Mr. Gillheeney spoke again and Mr. Dean suggested a willingness on the part of AHPAC to adjust the July 27 Proposal to slightly increase the post-business combination ownership of the existing Organogenesis stockholders.

        On July 29, 2018, Mr. Dean and Mr. Gillheeney spoke on the phone and discussed a transaction whereby the PIPE Investors would agree to invest $46 million into Organogenesis at the time of the signing of a definitive agreement between AHPAC and Organogenesis in connection with a proposed business combination, and the PIPE Investors would agree to invest an additional $46 million into the post-business combination entity, and the Insider Lenders would agree to accept a payment of approximately $28.7 million in respect of the Organogenesis Insider Debt and have the remainder of the principal amount of their loans of approximately $45.7 million converted into shares of ORGO common stock at the consummation of the business combination at the same value as that received by

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Organogenesis stockholders in the merger, resulting in the existing Organogenesis stockholders collectively owning 82.5% of the post-business combination entity, with ownership calculated using the treasury stock method (the "July 29 Proposal"). The July 29 Proposal was presented on the basis of pro forma total enterprise value of the post-combination entity of $673 million, when calculated based on an updated balance sheet for Organogenesis as of June 30, 2018. During that call, Mr. Dean also expressed the PIPE Investors desire to have two representatives on the board of directors of ORGO. On July 30, 2018, in connection with the Organogenesis Board's review of the July 29 Proposal, Mr. Gillheeney emailed Mr. Dean informing him that Organogenesis and its controlling stockholders would agree to provide the PIPE Investors with the right to nominate one director and one observer to the board of directors of the post-business combination entity, assuming sponsor would no longer have the right to designate one of the initial members of such board.

        On July 30, 2018, Foley provided Weil with an initial draft of the Company's disclosure schedules (the "Disclosure Schedules") to the Merger Agreement.

        On August 1, 2018, Weil, on behalf of AHPAC, sent Foley a formal bid letter reflecting the July 29 Proposal, and asked that Foley provide such bid letter to Organogenesis.

        During the period from August 1, 2018, to August 16, 2018, AHPAC and its representatives continued to conduct due diligence on Organogenesis, and AHPAC, Organogenesis, the PIPE Investors, the Inside Lenders and their respective representatives continued to negotiate the terms of a potential business combination, equity financing and exchange among such parties. During July and August 2018, Mr. Dean periodically updated the members of the AHPAC Board regarding discussions with Organogenesis.

        On August 2, 2018, representatives of AHPAC, Organogenesis, Credit Suisse, Foley and Weil held a confirmatory due diligence call. On August 3, 2018, a draft of the exchange ratio calculation, reflecting the proposed economic terms of the deal at that point in time, was prepared by representatives of AHPAC and shared with Mr. Cunningham for his review and confirmation of agreement on the calculation methodology. On August 5, 2018, Weil sent its initial comments to the Disclosure Schedules to Foley. On August 6, 2018, Weil provided a further revised draft of the Merger Agreement and other ancillary documents.

        On August 6, 2018, the Investment Committee of the PIPE Investors met to review the due diligence conducted in connection with their potential investment in Organogenesis and AHPAC. During that meeting, the Investment Committee of the PIPE Investor approved the PIPE Investors' investment in the private investment. On August 7, representatives of the PIPE Investors met with representatives of AHPAC and the sponsor to give feedback on the proposed investment. After that meeting, the PIPE Investors requested that sponsor and the members of the APHAC Board agree to surrender additional founder shares and private placement warrants, and that AHPAC agree to issue an equivalent number of founder shares and private placement warrants to the PIPE Investors in connection with the equity financing, which would have the result of making the effective price of the private placement $5.91 to the PIPE Investors, and approximately $7.035 to ORGO as a result of the incremental surrender of founder shares.

        On August 8, 2018, the sponsor and AHPAC directors, collectively, agreed to surrender an additional 2,484,007 founder shares and 4,100,000 private placement warrants at the consummation of the business combination, in connection with the negotiation of the terms of the Subscription Agreements and the Stockholders Agreements, and AHPAC agreed to issue an equivalent number of founder shares and private placement warrants to the PIPE investors in addition to the shares the PIPE investors would have received had their investment been at the same effective price per share as implied by the exchange ratio.

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        On August 9, 2018, the AHPAC Board met to review the terms of the proposed business combination between AHPAC and Organogenesis. Representatives of Weil attended the meeting. The AHPAC Board discussed with representatives of Weil, among other things, their duties as directors of a Cayman Islands corporation, the process that AHPAC had conducted since its IPO to find a suitable target for AHPAC's initial business combination, and the process that had been conducted to date to negotiate the terms of the potential business combination between AHPAC and Organogenesis. The AHPAC Board also reviewed the key terms of the draft Merger Agreement and related agreements, including the exchange and the private placement, and discussed the reasonableness of the consideration to be paid to Organogenesis and whether a potential business combination on the terms outlined in the Merger Agreement was in the best interests of AHPAC's shareholders. After discussion, the board came to a preliminary view that the consideration proposed to be paid to Organogenesis was reasonable and that the potential business combination was in the best interests of AHPAC's shareholders, and authorized representatives of Weil and members of management of AHPAC and the sponsor to continue to negotiate and finalize the terms of the Merger Agreement and related documents. Also on August 9, 2018, the members of the audit committee of the board met to review and consider, and approved (conditional upon the approval of the full board of directors of AHPAC) the terms of the equity financing proposed between the PIPE Investors and AHPAC.

        Between August 9, 2018 and August, 17, 2018, Weil and Foley held multiple telephonic discussions to negotiate and finalize the Merger Agreement and the related ancillary documents, including the Disclosure Schedules, the documents relating to the private placement and the Exchange Agreement. On August 10, 2018, Foley provided Weil with initial drafts of the Debt Consents.

        On August 15, 2018, AHPAC, Organogenesis, Foley and Weil discussed open issues related to the transaction. On August 15, 2018, Organogenesis and AHPAC agreed that the principal amount, as well as accrued interest, on the $5 million of Insider Loans made to Organogenesis during July 2018 would also be repaid with cash at consummation of the business combination. Also on August 15, 2018, the exchange ratio was calculated by AHPAC to reflect the economic terms of the deal that had been reached, and was agreed between AHPAC and Organogenesis.

        On August 16, 2018, the independent directors of AHPAC, Messrs. Harwood, Markison, Björklund and O'Neil, met to review and consider the terms of the proposed equity financing between the PIPE Investors and AHPAC, and to consider and vote on the approval of such equity financing, in accordance with the requirements of Article 49.7(b) of AHPAC's memorandum and articles of association. Representatives of Weil attended the meeting. Following discussion, the independent directors of AHPAC unanimously approved the entry by AHPAC into the equity financing and related agreements. Also on August 16, 2018, the AHPAC Board met to review the terms of the proposed business combination between AHPAC and Organogenesis, and to consider and vote on the approval of such business combination. Representatives of Weil attended the meeting. After discussion, the AHPAC Board unanimously resolved, among other things, that (i) subject to the approval by Mr. Dean of any final modifications to the Merger Agreement and related documents, it is in AHPAC's commercial interests that AHPAC should approve and enter into the Merger Agreement and the ancillary agreements, and enter into the transactions contemplated thereby, including the equity financing, and (ii) an extraordinary general meeting of the shareholders of AHPAC be convened in accordance with the articles of association with AHPAC for consideration of the business combination and related matters. For further details, see the Section titled AHPAC's Reasons for the Approval of the Transactions; Recommendation of the Board commencing on page 106.

        On August 17, 2018, AHPAC, Merger Sub, and Organogenesis executed the Merger Agreement, and AHPAC issued a press release announcing the business combination between AHPAC and Organogenesis. Also on August 17, 2018, fully executed Debt Consents were obtained from SVB and Eastward.

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        On October 3, 2018 the parties discussed that the Form of Parent Charter attached to the Merger Agreement as Exhibit E and the Form of Parent Bylaws attached to the Merger Agreement as Exhibit F should be amended to clarify that the exclusive forum provisions set forth therein did not purport to apply to certain federal securities actions. Weil and Foley discussed such amendment and agreed that the Merger Agreement would need to be amended in order to effect the proposed amendment to the Form of Parent Charter and Form of Parent Bylaws and on October 4, 2018, Weil sent Foley an initial draft of Amendment No. 1 to the Merger Agreement. Foley confirmed on October 4, 2018, that it had no comments on the draft and Organogenesis, AHPAC and Merger Sub entered into Amendment No. 1 to the Merger Agreement on October 5, 2018.

        On October 4, 2018, AHPAC held an extraordinary general meeting of its shareholders (the "EGM"). At the EGM, the following matters were submitted to holders of AHPAC's ordinary shares: (i) a proposal to amend the Company's amended and restated memorandum and articles of association to extend the date by which the Company has to consummate a business combination from October 14, 2018 to February 15, 2019 (the "Extension Amendment Proposal") and (ii) a proposal to amend the Company's Investment Management Trust Agreement, dated as of October 10, 2016, by and between AHPAC and Continental Stock Transfer & Trust Company, to extend the date on which to commence liquidating the trust account established in connection with the Company's initial public offering in the event the Company has not consummated a business combination prior to October 14, 2018, from October 14, 2018 to February 15, 2019 (the "Trust Amendment Proposal"). The Extension Amendment Proposal did not receive "for" votes from holders of one hundred percent (100%) of the ordinary shares represented in person or by proxy and entitled to vote thereon at the EGM (voting together as a single class), and accordingly was not approved. The Trust Amendment Proposal received "for" votes from holders of more than sixty five percent (65%) of the issued and outstanding ordinary shares, and accordingly was approved. In connection with this vote, the holders of 30,798,019 AHPAC Class A ordinary shares indicated that they wished to exercise their right under AHPAC's memorandum and articles of association to redeem their shares for cash at a redemption price of approximately $10.20 per share, for an aggregate redemption amount of approximately $314,258,591.61, in the event that the proposal was approved. As a result of AHPAC's error with respect to the application of the prescribed voting standard, these shares were redeemed on October 4, 2018, which was in advance of the date required by AHPAC's memorandum and articles of association. As a result of Proposal 1 not being approved, such shares were subject to mandatory redemption within ten business days of October 14, 2018 pursuant to AHPAC's memorandum and articles of association. Due to its inability to consummate an initial business combination within the time period required by AHPAC's memorandum and articles of association, AHPAC redeemed the remaining outstanding public shares as of October 31, 2018 on October 31, 2018. AHPAC's initial shareholders have waived their redemption rights with respect to the remaining outstanding ordinary shares issued prior to the IPO.

        As of the close of business on October 31, 2018, the public shares were deemed cancelled and represent only the right to receive the redemption amount. In order to provide for the disbursement of funds from the trust account, AHPAC instructed the trustee (the "trustee") of the trust account on October 30, 2018, to immediately liquidate the trust account. The proceeds of the trust account will be held in a noninterest-bearing account while awaiting disbursement to the holders of the public shares. Holders of public shares will have their shares redeemed for their pro rata portion of the proceeds of the trust account by the transfer agent. AHPAC estimates that the per-share redemption price for the public shares will be approximately $10.30. The public shares ceased trading as of the close of business on October 30, 2018, in order to allow time for the settlement of trades and as a result of a trading suspension by NASDAQ. The redemption amount will be payable to the holders of the public shares (including the public shares included in AHPAC's units) upon presentation of their share or unit certificates or other delivery of their shares or units. Beneficial owners of public shares held in "street name," however, will not need to take any action in order to receive the redemption amount. The redemption amount will be paid as promptly as possible after the close of business on October 31,

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2018. There will be no redemption rights or liquidating distributions with respect to the AHPAC's warrants, which will remain outstanding.

        On October 30, 2018, pursuant to Section 12 of the letter agreement dated as of October 10, 2016, entered into and delivered by Avista Acquisition Corp., a Cayman Islands exempted company ("Parent Sponsor") and the certain individuals who are directors or members of the Company's management team to AHPAC (the "Letter Agreement"), AHPAC, its directors and officers and the Sponsor amended the Letter Agreement (the "Letter Agreement Amendment"). The Letter Agreement Amendment was entered into as the Sponsor and the other holders of AHPAC Class B ordinary shares, which includes each member of the AHPAC Board, have indicated their intent to support the continuing existence of AHPAC and the consummation of the business combination with Organogenesis and not proceed with liquidation and dissolution of AHPAC. The Letter Agreement Amendment eliminates any obligation on the part of AHPAC, the Sponsor and AHPAC's directors and officers pursuant to the Letter Agreement to cease operations and proceed with the liquidation and dissolution of AHPAC. The Letter Agreement Amendment does not relieve any party from its obligation to take all reasonable steps to complete the redemption as required by AHPAC's amended and restated memorandum and articles of association as a result of the failure of AHPAC's shareholders to approve the extension, from October 14, 2018 to February 15, 2019, of the time period available to AHPAC to complete an initial business combination without liquidating the trust account and redeeming all public shares for their pro rata portion of the trust account.

        On November 2, 2018, as a result of the redemption of the public shares, NASDAQ issued a delisting notice in respect of the AHPAC units, AHPAC Class A ordinary shares and AHPAC warrants to purchase Class A ordinary shares to AHPAC. On November 9, 2018, AHPAC submitted a request for an oral hearing before the Hearings Panel to appeal the delisting determination pursuant to the procedures set forth in the NASDAQ rules. That hearing is scheduled to take place on December 13, 2018.

The AHPAC Board's Reasons for the Approval of the Business Combination

        The AHPAC Board, in evaluating the transaction with Organogenesis, consulted with AHPAC's management and its legal counsel, financial advisors and other advisors. In reaching its unanimous resolution (i) that the terms and conditions of the Merger Agreement and the transactions contemplated thereby, including the business combination, are advisable, fair to and in the best interests of AHPAC and its shareholders and (ii) to recommend that the shareholders adopt the Merger Agreement and approve the transactions contemplated thereby, including the business combination, the AHPAC Board considered and evaluated a number of factors, including, but not limited to, the factors discussed below. In light of the number and wide variety of factors considered in connection with its evaluation of the business combination, the AHPAC Board did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors that it considered in reaching its determination and supporting its decision. The AHPAC Board did not seek to obtain a third-party valuation or fairness opinion in connection with their determination to approve the business combination or in connection with determining its valuation of Organogenesis. The AHPAC Board viewed its decision as being based on all of the information available and the factors presented to and considered by it. In addition, individual directors may have given different weight to different factors. This explanation of AHPAC's reasons for the business combination and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under "Cautionary Note Regarding Forward-Looking Statements" beginning on page 151 of this document.

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        The AHPAC Board considered a number of factors pertaining to the business combination as generally supporting its decision to enter into the Merger Agreement and the transactions contemplated thereby, including but not limited to, the following material factors:

        Consideration to be paid to Organogenesis is reasonable and the business combination is in the best interests of AHPAC's stockholders. The AHPAC Board considered the following factors:

    the financial data reviewed by AHPAC, including Organogenesis's historical and projected financial statements and a comparable publicly traded company analysis prepared by AHPAC management;

    AHPAC conducted a due diligence review of Organogenesis;

    during its negotiations with Organogenesis, AHPAC received services from its financial advisor, Credit Suisse, to assist it in evaluating the reasonableness of the consideration to be paid to Organogenesis stockholders;

    the board considered the risk that the current public stockholders of AHPAC would convert their public shares for cash upon consummation of the merger, thereby reducing the amount of cash available to AHPAC following the transaction. The board determined that the private placement would ensure the funds to complete the merger would be readily available.

        The comparable companies analysis prepared by AHPAC management compared the Organogenesis enterprise value / 2019 estimated revenue multiple (based on the Organogenesis enterprise value of approximately $673 million implied in the merger) to the enterprise value / 2019 estimated revenue multiple for a variety of comparable companies. Organogenesis' 2019 estimated revenue used in this analysis was $292.3 million, and Organogenesis' 2019 estimated gross margin percentage used in the analysis was 71%. The comparable companies included three companies in the wound care industry (Integra LifeSciences Holdings Corporation, MiMedx Group, Inc. and Coloplast Corp.) and a selected set of six comparable small-cap and mid-cap innovative medical technology companies (Penumbra, Inc., Inogen, Inc., Tactile Systems Technology, Inc., Cardiovascular Systems, Inc., AtriCure, Inc. and Wright Medical Group N.V.). The comparable companies in the wound care industry were selected on the basis of including all publicly-traded wound care companies except where there were factors relevant to such companies that meant they were not comparable companies and therefore should be excluded from the analysis. A small number of publicly-traded companies with a wound care focus were excluded from this analysis for reasons including that only a minority of their business is focused on advanced wound care. The comparable companies in the small-cap and mid-cap innovative medical technology industry were chosen based on their therapeutic concentration, high level of innovation and strong financial profile. We estimated 2019 revenues and gross margin for the comparable companies by using research analyst consensus estimates. The wound care industry companies showed an average enterprise value/revenue multiple of 5.3x and the small-cap and mid-cap innovative medical technology companies showed an average enterprise value/revenue multiple of 6.7x,

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as compared with Organogenesis, which showed an enterprise value/revenue multiple of 2.3x (based on the Organogenesis enterprise value of approximately $673 million implied in the merger).

GRAPHIC



Source:

Source: Company Filings and Factset as of 8/15/18.

1.
Pro forma for the acquisition of NuTech.

2.
Financials and estimates as of 2/16/18 to reflect investor sentiment prior to delay of 2017 10k release.

3.
Reflects latest financials and stock price as of 8/15/18 and last available broker estimates as of 5/29/18.

4.
"EV" refers to Enterprise Value

        The analysis also compared average annual percentage revenue growth (based on year end 2017 revenue to 2019 estimated revenue) and 2019 estimated gross margin percentages for the aforementioned comparable companies.

        Strategic Considerations.    The AHPAC Board considered that the business combination with Organogenesis is expected to provide a number of significant strategic opportunities, including the following:

    Organogenesis represents an ideal target for AHPAC given its leading market position in an attractive industry, robust growth profile, strong business fundamentals, and experienced management team;

    the team at AHPAC is highly experienced in investing in the healthcare sector, and the fact that Organogenesis falls squarely in one of AHPAC's areas of expertise provides the opportunity for us to leverage that expertise in realizing the investment potential from the business combination;

    Organogenesis has an experienced management team with proven research and development success with a deep pipeline of products, including five pipeline products expected to be launched in the next 2 years;

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    the margin enhancement opportunities that AHPAC expects Organogenesis management to be able to implement into Organogenesis's business following the transactions;

    Organogenesis's presence in attractive end markets including the Advanced Wound Care Market and Surgical and Sports Medicine Market;

    Organogenesis's differentiated and comprehensive suite of products;

    the robust clinical data supporting Organogenesis's products;

    Organogenesis's established and scalable infrastructure including over 2,500 healthcare facilities served;

    Organogenesis growing global footprint represents an area for AHPAC to achieve accelerated growth; and

    the fact that members of Organogenesis's management, led by Gary Gillheeney (President and CEO), Tim Cunningham (CFO) and the existing management team, will continue to oversee Organogenesis's business following the transactions.

        Other Factors Considered by the AHPAC Board.    In addition to considering the strategic factors described above, the AHPAC Board considered the following additional factors, all of which it viewed as supporting its decision to approve the transaction agreement:

    AHPAC raised $310 million in October of 2016 with the objective of consummating an attractive business combination;

    AHPAC has evaluated a number of businesses since then, but are most impressed by Organogenesis;

    the board's knowledge of Organogenesis's business, operations, financial condition, earnings and prospects, taking into account the results of AHPAC's due diligence review of Organogenesis;

    the current and prospective business climate in the industry in which Organogenesis operates, including the position of current and likely competitors of Organogenesis;

    the PIPE Investors willingness to provide supplemental financing for the business combination;

    the alternatives reasonably available to AHPAC, including pursuing other potential targets, and the board's belief that the business combination with Organogenesis creates the best reasonably available opportunity to maximize value for the AHPAC's shareholders given the potential risks, rewards and uncertainties associated with each alternative; and

    the terms and conditions of the transaction agreement, including the strong commitments by both AHPAC and Organogenesis to complete the transactions.

        The AHPAC Board weighed these advantages and opportunities against a number of other factors identified in its deliberations weighing negatively against the business combination with Organogenesis, including:

    the risk that AHPAC shareholders may object to and challenge the transactions and take actions that may prevent or delay the consummation of the transactions, including to vote down the proposals at the AHPAC general meeting or convert their shares;

    the potential for diversion of management and employee attention during the period prior to completion of the transactions, and the potential negative effects on Organogenesis's business;

    the risk that, despite the efforts of AHPAC and Organogenesis prior to the consummation of the transactions, Organogenesis may lose key personnel, and the potential resulting negative effects on Organogenesis's business;

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    the possibility that Organogenesis might not achieve its projected financial results;

    the fact that the AHPAC Board did not seek to obtain a third-party valuation or fairness opinion in connection with their determination to approve the business combination or in connection with determining its valuation of Organogenesis.

    the fact that the transaction agreement prohibits AHPAC from soliciting or engaging in discussions regarding alternative transactions during the pendency of the transactions;

    the risk that changes in the regulatory and legislative landscape or new industry developments, including changes in consumer preferences, may adversely affect the business benefits anticipated to result from the transactions; and

    the risks of the type and nature described under "Risk Factors" beginning on page 151 and the matters described under "Cautionary Statement Regarding Forward-Looking Statements" beginning on page 38.

Satisfaction of 80% Test

        It is a requirement under AHPAC's existing amended and restated memorandum and articles of association and NASDAQ listing requirements that the business or assets acquired in AHPAC's initial business combination have a fair market value equal to at least 80% of the balance of the funds in the trust account at the time of the execution of a definitive agreement for AHPAC's initial business combination. As of August 17, 2018, the date of the execution of the Merger Agreement, the fair value of marketable securities held in the trust account was approximately $315.3 million and 80% thereof represents approximately $252.2 million. The AHPAC Board considered all of the factors described above and the fact that the purchase price for Organogenesis was the result of an arm's length negotiation with certain Organogenesis Stockholders. As a result, the AHPAC Board concluded that the fair market value of the business acquired was significantly in excess of 80% of the assets held in the trust account (excluding any taxes payable on the interest earned on the trust account). In light of the financial background and experience of the members of our management team and the AHPAC Board, our Board believes that the members of our management team and the AHPAC Board are qualified to determine whether the business combination meets the 80% asset test. The AHPAC Board did not seek or obtain an opinion of an outside fairness or valuation advisor as to whether the 80% asset test has been met.

Certain Organogenesis Projected Financial Information

        Organogenesis provided AHPAC with its internally prepared projections for the fiscal years ended December 31, 2018 and 2019. The prospective financial information was not prepared with a view toward compliance with published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. These projections were prepared solely for internal use, capital budgeting and other management purposes, and are therefore subjective in many respects and susceptible to varying interpretations and the need for periodic revision based on actual experience and business developments, and were not intended for third party use, including by investors or holders. You are cautioned not to rely on the projections in making a decision regarding the transaction, as the projections may be materially different than actual results.

        The projections reflect numerous assumptions including assumptions with respect to general business, economic, market, regulatory, and financial conditions and various other factors, all of which are difficult to predict and many of which are beyond Organogenesis' control, such as the risks and uncertainties contained in the section entitled "Risk Factors." The projections reflect the consistent application of accounting policies of Organogenesis and should be read in conjunction with the

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accounting policies included in Note 2 accompanying the historical audited consolidated financial statements of Organogenesis included in this joint proxy statement/prospectus.

        The financial projections for revenue and costs are forward looking statements that are based on growth assumptions that are inherently subject to significant uncertainties and contingencies, many of which are beyond Organogenesis' control. While all projections are necessarily speculative, Organogenesis believes that the prospective financial information covering periods beyond twelve (12) months from its date of preparation carries even higher levels of uncertainty and should be read in that context. There will be differences between actual and projected financial results, and actual results may be materially greater or materially less than those contained in the projections. The inclusion of the projections in this joint proxy statement/prospectus should not be regarded as an indication that Organogenesis or its representatives considered or consider the projections to be a reliable prediction of future events.

        The projections were requested by, and disclosed to, AHPAC for use as a component in its overall evaluation of Organogenesis, and are included in this joint proxy statement/prospectus on that account. Organogenesis has not warranted the accuracy, reliability, appropriateness or completeness of the projections to anyone, including AHPAC. Neither Organogenesis' management nor any of its representatives has made or makes any representation to any person regarding the ultimate performance of Organogenesis compared to the information contained in the projections, and none of them intends to or undertakes any obligation to update or otherwise revise the projections to reflect the circumstances existing after the date when made or to reflect the occurrence of future events in the event that any or all of the assumptions underlying the projections are shown to be in error. Accordingly, they should not be looked at as "guidance" of any sort. Organogenesis will not refer back to these forecasts in its future periodic reports filed under the Exchange Act.

        The projections were prepared by, and the responsibility of, Organogenesis' management. RSM US LLP, Organogenesis' auditor, has neither examined, compiled nor performed any procedures with respect to the accompanying prospective financial information and, accordingly RSM does not express any opinion or any other form of assurance with respect thereto. The RSM report included in this joint proxy statement/prospectus relates to historical financial information of Organogenesis. They do not extend to the projections and should not be read as if they do.

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        The key elements of the projections provided to AHPAC are summarized in the table below (in thousands of dollars):

 
  Fiscal Year Ended
December 31,
 
 
  2018E(i)   2019E(i)  

Advanced Wound Care Revenue

  $ 168,404   $ 247,019  

Surgical & Sports Medicine Revenue

    30,260     45,263  

Net Revenue

    198,665     292,283  

% Growth

    0.1 %   47.1 %

Less: Cost of Goods Sold

    (70,615 )   (83,312 )

Gross Profit

    128,050     208,971  

% Margin

    64.5 %   71.5 %

Less: Sales, General and Administrative Expenses(ii)

    (165,611 )   (200,451 )

Less: Research and Development Expenses

    (13,832 )   (23,442 )

Income (Loss) from Operations

    (51,393 )   (14,922 )

Less: Other Expenses / (Income)

    (9,493 )   (3,806 )

Less: Tax Benefit (Expense)

    (186 )   (322 )

Net Income (Loss) and Comprehensive Income (Loss)

    (61,072 )   (19,049 )

Net Income (Loss) Attributable to Organogenesis

    (61,072 )   (19,049 )

Adjusted EBITDA(iii)

   
(38,153

)
 
(1,438

)

% Margin

    (19.2 )%   (0.5 )%

Disclosed Products:

             

PuraPly Revenue

  $ 66,460   $ 118,043  

Selected Cash Flow Items:

             

Capex

    (3,436 )   (4,000 )

Depreciation

    4,067     6,317  

Amortization

    3,669     5,993  

Stock-based compensation

    1,318     973  

(i)
PuraPly expected to benefit from a two-year reinstatement of pass-through reimbursement status effective October 1, 2018.

(ii)
SG&A expenses adjusted to include the impact of amortization, write-offs, and change in contingent consideration forfeiture rights.

(iii)
We define EBITDA as net income (loss) attributable to Organogenesis Inc. before depreciation and amortization, interest expense and income taxes and we define Adjusted EBITDA as EBITDA, further adjusted for the impact of non-cash equity compensation, mark to market adjustments on our warrant liabilities, interest rate swaps and our contingent asset and liabilities.

Interests of Certain Persons in the Business Combination

        In considering the recommendation of the AHPAC Board to vote in favor of the business combination, shareholders should be aware that aside from their interests as shareholders, the sponsor and certain members of the AHPAC Board and officers have interests in the business combination that are different from, or in addition to, those of other shareholders generally. The AHPAC Board was aware of and considered these interests, among other matters, in evaluating and negotiating the business combination, and in recommending to shareholders that they approve the business combination. Shareholders should take these interests into account in deciding whether to approve the business combination.

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        For a discussion of these interests, please see the section titled "Extraordinary General Meeting of AHPAC Shareholders—Recommendation to AHPAC's Shareholders" beginning on page 91 of this joint proxy statement/prospectus. These interests may influence AHPAC's directors in making their recommendation that you vote in favor of the approval of the business combination.

Total AHPAC Shares to be Issued in the Business Combination

        It is anticipated that, upon completion of the business combination: (i) AHPAC's public shareholders will retain no ownership in ORGO; (ii) the sponsor will own approximately 1.4% of ORGO; (iii) the Organogenesis Stockholders will own approximately 82.5% of ORGO (including the shares issued to the Insider Lenders in connection with the exchange and excluding shares held by the PIPE Investors); and (iv) the PIPE Investors will own approximately 16.1% of ORGO. The ownership percentages of ORGO following the business combination exclude the AHPAC Class A ordinary shares issuable upon the exercise of the AHPAC warrants and the shares issuable upon exercise of the warrants for ORGO common stock that will be issued in connection with the merger, the exchange and the equity financing and remain outstanding following the business combination, other than the replacement warrants, and assume the consummation of the equity financing and the exchange and that approximately 96.8 million shares of ORGO common stock are outstanding (including shares of ORGO common stock issuable upon the exercise of outstanding options and replacement warrants, calculated on a treasury stock method basis at a price per share of $7.035).

        For more information, please see the sections entitled "Summary of the Joint Proxy Statement/Prospectus—Ownership of AHPAC" and "Unaudited Pro Forma Condensed Combined Financial Information." See the section titled "The Merger Agreement—Related Agreements—PIPE Subscription Agreement" beginning on page 129 of this joint proxy statement/prospectus for further details regarding AHPAC's obligations in connection with the equity financing. See the section titled "The Merger Agreement—Related Agreements—Financing Arrangements" beginning on page 130 of this joint proxy statement/prospectus for further details regarding Organogenesis's obligations in connection with the equity financing.

Sources and Uses for the Business Combination

        The following table summarizes the sources and uses for funding the business combination as of September 30, 2018 (all numbers in millions; the sources and uses tables are based on cash and debt balances as of September 30, 2018):

Sources and Uses

Uses
   
  Sources
   
 

Cash to Balance Sheet

  $ 43.2   Private Investment   $ 92.0  

Estimated Fees & Expenses

  $ 14.0            

Debt Paydown

  $ 34.8            

Total Uses

  $ 92.0   Total Sources   $ 92.0  

Board of Directors of AHPAC Following the Business Combination

        Upon the closing of the business combination, the board of directors of ORGO will consist of eight directors, each of whom will be voted upon by AHPAC's shareholders at the general meeting. Please see the sections entitled "Proposal No. 12—The Director Election Proposal" and "Management after the Business Combination" for additional information.

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AHPAC Certificate of Incorporation

        If the Domestication Proposal is approved and the business combination is to be consummated, AHPAC will replace its amended and restated memorandum and articles of association, under the Cayman Islands Companies Law (which are also referred to as the "Existing Organizational Documents"), with the proposed certificate and the proposed bylaws, in each case, under the DGCL (which are collectively referred to as the "Proposed Organizational Documents").

        The Proposed Organizational Documents differ materially from the Existing Organizational Documents. For a table setting forth a summary of the proposed principal changes between the Existing Organizational Documents and the Proposed Organizational Documents, please see the section entitled "The Charter Proposals." Additionally, as the Existing Organizational Documents are governed by the Cayman Islands Companies Law and the Proposed Organizational Documents will be governed by the DGCL, we encourage shareholders to carefully consult the information set out under the "Comparison of Corporate Governance and Shareholder Rights" section of this joint proxy statement/prospectus commencing on page 261.

Name; Headquarters

        The name of AHPAC after the business combination will be "Organogenesis Holdings Inc." and its headquarters will be located at 85 Dan Road, Canton, MA 02021.

Redemption Rights

        Pursuant to AHPAC's existing memorandum and articles of association, a holder of AHPAC's public shares may request that AHPAC redeem all or a portion of such shareholder's public shares for cash in certain circumstances. As of the date of this joint proxy statement/prospectus, all of AHPAC's public shares have been redeemed.

Appraisal Rights

        Appraisal rights are not available to AHPAC's shareholders in connection with the business combination.

Accounting Treatment

        The business combination will be accounted for as a "reverse merger" in accordance with U.S. GAAP. Under this method of accounting AHPAC will be treated as the "acquired" company for financial reporting purposes. This determination is primarily based on Organogenesis' equityholders expecting to have a majority of the voting power of the combined company, Organogenesis comprising the ongoing operations of the combined entity, Organogenesis comprising a majority of the governing body of the combined company, and Organogenesis' senior management comprising the senior management of the combined company. Accordingly, for accounting purposes, the business combination will be treated as the equivalent of Organogenesis issuing stock for the net assets of AHPAC, accompanied by a recapitalization. The net assets of AHPAC will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the business combination will be those of Organogenesis.

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MATERIAL TAX CONSIDERATIONS

Material U.S. Federal Income Tax Considerations

        The following is a discussion of material U.S. federal income tax considerations for AHPAC (and ORGO subsequent to the domestication) and Organogenesis relating to the business combination (including the domestication).

        This discussion is based on the Code, and administrative pronouncements, judicial decisions and final, temporary and proposed U.S. Treasury Regulations all as of the date hereof, changes to any of which subsequent to the date of this prospectus may affect the tax consequences described herein (possibly with retroactive effect). This discussion does not take into account proposed changes in such tax laws and does not address any aspect of state, local or non-U.S. taxation, or any U.S. federal taxes other than income taxes. Each of the foregoing is subject to change, possibly with retroactive effect.

    Consequences of the Domestication—F Reorganization.

        The discussion under this heading "Consequences of the Domestication—F Reorganization" constitutes the opinion of Weil, Gotshal & Manges LLP, counsel to AHPAC ("Weil"), as to the material U.S. federal income tax consequences of the domestication to AHPAC. In the opinion of Weil, the domestication will qualify as a "reorganization" within the meaning of Section 368(a)(1)(F) of the Code (an "F Reorganization"). Pursuant to the domestication, AHPAC will change its jurisdiction of incorporation from the Cayman Islands to Delaware, and, after the domestication will change its name to ORGO. Because the domestication will qualify as an F Reorganization, AHPAC will not recognize taxable gain or loss on the domestication for U.S. federal income tax purposes. The taxable year of AHPAC will be deemed to end on the date of the domestication.

    Consequences of the Merger

        Pursuant to the merger, AHPAC Merger Sub will merge with and into Organogenesis with Organogenesis surviving the merger as a wholly owned direct subsidiary of ORGO. Because the merger should be treated as an acquisition of the outstanding stock of Organogenesis by ORGO, there are no adverse tax consequences to ORGO and Organogenesis, in each case, as a result of the merger.

Material Cayman Islands Tax Considerations

        Prospective investors should consult their professional advisers on the possible tax consequences of buying, holding or selling any Shares under the laws of their country of citizenship, residence or domicile.

    Cayman Islands Taxation

        The following is a discussion on material Cayman Islands income tax consequences of an investment in shares of a Cayman Islands company which constitutes an opinion from AHPAC's Cayman Islands legal counsel Maples and Calder as to the material Cayman Island tax consequences of an investment in shares of AHPAC. The discussion is based on present law, which is subject to prospective and retroactive change. It is not intended as tax advice, does not consider any investor's particular circumstances, and does not consider tax consequences other than those arising under Cayman Islands law.

    Under Existing Cayman Islands Laws

        Payments of dividends and capital in respect of shares will not be subject to taxation in the Cayman Islands and no withholding will be required on the payment of interest and principal or a dividend or capital to any holder of shares, as the case may be, nor will gains derived from the disposal

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of the Shares be subject to Cayman Islands income or corporation tax. The Cayman Islands currently have no income, corporation or capital gains tax and no estate duty, inheritance tax or gift tax.

        No stamp duty is payable in respect to the issue of shares or on an instrument of transfer in respect of a share.

        AHPAC has been incorporated under the laws of the Cayman Islands as an exempted company with limited liability and, as such, has obtained an undertaking from the Financial Secretary of the Cayman Islands in the following form:

The Tax Concessions Law

(2018 Revision)

Undertaking as to Tax Concessions

        In accordance with Section 6 of the Tax Concessions Law (2018 Revision) the Financial Secretary undertakes with Avista Healthcare Public Acquisition Corp. (the "Company").

    (a)
    that no Law which is hereafter enacted in the Islands imposing any tax to be levied on profits, income, gains or appreciations shall apply to the Company or its operations; and

    (b)
    in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax shall be payable:

    (i)
    on or in respect of the shares, debentures or other obligations of the Company; or

    (ii)
    by way of the withholding in whole or part, of any relevant payment as defined in Section 6(3) of the Tax Concessions Law (2018 Revision).

        These concessions shall be for a period of TWENTY years from January 12, 2016.

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ORGANOGENESIS SPECIAL MEETING

        This joint proxy statement/prospectus is being provided to Organogenesis' stockholders as part of a solicitation of proxies by the Organogenesis Board for use at the special meeting of Organogenesis' stockholders to be held on December 10, 2018, and at any adjournment or postponement thereof. This joint proxy statement/prospectus contains important information regarding the special meeting, the proposals on which you are being asked to vote and information you may find useful in determining how to vote and voting procedures.

        This joint proxy statement/prospectus is being first mailed on or about [    ·    ], 2018 to all stockholders of record of Organogenesis as of November 19, 2018, the record date for the special meeting (the "Organogenesis record date"). Stockholders of record who owned shares of common stock at the close of business on the Organogenesis record date are entitled to receive notice of, attend and vote at the special meeting. On the Organogenesis record date, there were 36,612,633 shares of common stock outstanding.

Date, Time and Place of Organogenesis special meeting

        The special meeting will be held at 9:00 a.m. Eastern Time on December 10, 2018 at the offices of Foley Hoag LLP, 155 Seaport Boulevard, Boston, MA 02210, or such other date, time and place to which such meeting may be adjourned or postponed, to consider and vote upon the proposals.

Voting Power; Record Date for the special meeting

        As a stockholder of Organogenesis, you have a right to vote on the matters presented at the special meeting, which are summarized below and fully set forth in this joint proxy statement/prospectus. You will be entitled to vote or direct votes to be cast at the special meeting if you owned Organogenesis common stock at the close of business on the Organogenesis record date. You are entitled to one vote for each share of Organogenesis common stock that you held of record as of the close of business on the Organogenesis record date. On the Organogenesis record date, there were 36,612,633 shares of Organogenesis common stock outstanding.

Proposals at the special meeting

        At the special meeting, Organogenesis' stockholders will vote on the following proposals:

    1.
    Proposal No. 1—The Organogenesis Business Combination Proposal—To consider and vote upon a proposal to approve and adopt the Merger Agreement and the transactions contemplated thereby, which we refer to as the "Organogenesis Business Combination Proposal"; and

    2.
    Proposal No. 2—The Organogenesis Adjournment Proposal—To consider and vote upon a proposal to approve the adjournment of the general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of one or more proposals to be submitted for shareholder approval at the general meeting, which we refer to as the "Organogenesis Adjournment Proposal."

THE ORGANOGENESIS BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" EACH OF THESE PROPOSALS.

Organogenesis Support Agreement; Voting by Organogenesis's Directors and Executive Officers

        On August 17, 2018, the Controlling Entities (other than Starr Wisdom), which collectively own approximately 89% of Organogenesis's outstanding common stock as of the date of the Merger Agreement, entered into the Company Support Agreement with AHPAC, pursuant to which such

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holders have agreed, among other things, to vote in favor of the adoption of the Merger Agreement and the Business Combination (including by written consent), subject to the terms of such Company Support Agreement.

        As of the close of business on the Organogenesis Record Date, Organogenesis's directors and executive officers beneficially owned [    ·    ] shares of Organogenesis common stock, in the aggregate, entitled to vote at the special meeting. This represents approximately [    ·    ]% in voting power of the outstanding shares of common stock entitled to vote at the special meeting.

Quorum and Required Vote for Proposals for the Special Meeting

        A quorum of Organogenesis stockholders is necessary to hold a valid meeting. The presence, in person or by proxy, of a majority of the issued and outstanding shares of Organogenesis common stock entitled to vote constitutes a quorum at the special meeting. Abstentions, while considered present for the purposes of establishing a quorum, will not count as votes cast at the special meeting. As of the Organogenesis record date, 18,306,317 shares of Organogenesis common stock would be required to achieve a quorum. The proposals presented at the special meeting require the following votes:

    Organogenesis Business Combination Proposal:  The Organogenesis Business Combination Proposal requires the approval of a majority of the outstanding shares of Organogenesis common stock entitled to vote under the Organogenesis certificate of incorporation and the DGCL.

    Organogenesis Adjournment Proposal:  The affirmative vote of the holders of a majority of the stock present in person or represented by proxy at the special meeting is required to adjourn the special meeting.

Recommendation to Organogenesis' Stockholders

        The Organogenesis Board believes that each of the Organogenesis Business Combination Proposal and the Organogenesis Adjournment Proposal to be presented at the special meeting is in the best interests of Organogenesis and Organogenesis' stockholders and unanimously recommends that its stockholders vote "FOR" each of the proposals.

        When you consider the recommendation of Organogenesis' Board in favor of approval of the Organogenesis Business Combination Proposal, you should keep in mind that Organogenesis' directors and officers have interests in such proposal that are different from, or in addition to, those of Organogenesis stockholders generally. These interests include, among other things, the interests listed below:

    The fact that each of Organogenesis' directors and officers will continue to be directors and officers of ORGO after the consummation of the business combination. As such, in the future they will receive any cash fees, stock options, stock awards or other remuneration that the ORGO Board determines to pay to its directors and officers.

    Upon completion of the business combination and the issuance of ORGO common stock in the business combination assuming that ORGO issues 74,323,676 shares of ORGO Class A common stock to former equityholders of Organogenesis pursuant to the merger agreement and 6,502,679 shares of ORGO common stock issued in connection with the conversion of the Insider Debt, the directors and officers of Organogenesis will collectively beneficially own approximately 70.3% of the outstanding stock of ORGO.

        In connection with and prior to the closing of the proposed business combination, Organogenesis or certain of its affiliates may purchase public warrants in the open market.

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        The existence of financial and personal interests of one or more Organogenesis directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is best for Organogenesis. See the sections entitled "Risk Factors" and "Organogenesis Special Meeting—Recommendation to Organogenesis Stockholders" for a further discussion of this and other risks.

Voting Your Shares

        If you are an Organogenesis stockholder of record, you may vote by mail or in person at the special meeting. Each share of Organogenesis common stock that you hold entitles you to one vote on each of the proposals for the special meeting. Your one or more proxy cards show the number of shares of Organogenesis common stock that you hold.

        Voting by Mail.    You can vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals named on the proxy card to vote your shares at the special meeting in the manner you indicate. We encourage you to sign and return the proxy card even if you plan to attend the special meeting so that your shares will be voted if you are unable to attend the special meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares of common stock will be voted as recommended by the Organogenesis Board. The Organogenesis Board recommends voting "FOR" the Organogenesis Business Combination Proposal and "FOR" the Organogenesis Adjournment Proposal. Votes submitted by mail must be received by 5:00 p.m. Eastern Time on December 8, 2018.

        Voting in Person at the Meeting.    If you attend the special meeting and plan to vote in person, we will provide you with a ballot at the special meeting.

Revoking Your Proxy

        If you give a proxy, you may revoke it at any time before the special meeting or at the special meeting by doing any one of the following:

    you may send another proxy card with a later date;

    you may notify Organogenesis' Secretary in writing to William R. Kolb at the offices of Foley Hoag LLP, before the general meeting that you have revoked your proxy; or

    you may attend the special meeting, revoke your proxy, and vote in person, as indicated above.

No Additional Matters

        The special meeting has been called only to consider the approval of the Organogenesis Business Combination Proposal and the Organogenesis Adjournment Proposal. Other than procedural matters incident to the conduct of the special meeting, no other matters may be considered at the special meeting if they are not included in this joint proxy statement/prospectus, which serves as the notice of the special meeting.

Who Can Answer Your Questions About Voting

        If you have any questions about how to vote or direct a vote in respect of your Organogenesis common stock, you may call Lori Freedman, Organogenesis' general counsel, at (781) 830-2338.

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Appraisal Rights

        Organogenesis stockholders will be entitled to dissenters' rights only if they comply with the Delaware law procedures summarized in the section entitled "Appraisal Rights". Any shares of Organogenesis common stock that are issued and outstanding immediately prior to the effective time and that have not approved the merger, and with respect to which a demand for payment and appraisal has been properly made in accordance with Section 262 of the DGCL, will not be converted into the right to receive the merger consideration otherwise payable with respect to such shares of Organogenesis common stock, except as set forth below, and instead holders of such shares will be entitled to have the Delaware Court of Chancery determine the fair value of such shares

Proxy Solicitation Costs

        Organogenesis is soliciting proxies on behalf of the Organogenesis Board. This proxy solicitation is being made by mail, but also may be made by telephone or in person. Directors, officers and employees of Organogenesis who solicit proxies will not be paid any additional compensation for soliciting proxies. Organogenesis will bear the cost of the solicitation.

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THE MERGER AGREEMENT AND RELATED AGREEMENTS

The Merger Agreement

        This section of the joint proxy statement/prospectus describes the material provisions of the Merger Agreement, but does not purport to describe all of the terms of the Merger Agreement. The following summary is qualified in its entirety by reference to the complete text of the Merger Agreement, which is attached as Annex A hereto. You are urged to read the Merger Agreement in its entirety because it is the primary legal document that governs the business combination. The legal rights and obligations of the parties to the Merger Agreement are governed by the specific language of the Merger Agreement, and not this summary.

        The Merger Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of the Merger Agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Merger Agreement. The representations, warranties and covenants in the Merger Agreement are also modified in important part by the underlying disclosure schedules, which are referred to as the "Schedules," which are not filed publicly and which are subject to a contractual standard of materiality different from that generally applicable to shareholders and were used for the purpose of allocating risk among the parties rather than establishing matters as facts. AHPAC does not believe that the Schedules contain information that is material to an investment decision. Moreover, certain representations and warranties in the Merger Agreement may or may not have been accurate as of any specific date and do not purport to be accurate as of the date of this joint proxy statement/prospectus. Accordingly, no person should rely on the representations and warranties in the Merger Agreement or the summaries thereof in this joint proxy statement/prospectus as characterizations of the actual state of facts about AHPAC or any other matter.

General Description of the Merger Agreement

        On August 17, 2018, AHPAC and Merger Sub entered into the Merger Agreement with Organogenesis, pursuant to which, among other things and subject to the terms and conditions contained in the Merger Agreement, (i) AHPAC will transfer by way of continuation out of the Cayman Islands into the State of Delaware or domesticate as a Delaware corporation in accordance with Section 388 of the Delaware General Corporation Law, as amended and the Cayman Islands Companies Law (2018 Revision) and (ii) Merger Sub will merge with and into Organogenesis, the separate corporate existence of Merger Sub will cease and Organogenesis will be the surviving corporation and a direct wholly-owned subsidiary of AHPAC.

        Subject to the terms of the Merger Agreement, holders of Organogenesis common stock immediately prior to the effective time of the merger will be entitled to receive 2.03 fully paid and non-assessable shares of ORGO Class A common stock.

        Subject to the terms of the Merger Agreement and customary adjustments set forth therein, the merger will become effective at the time specified in the certificate of merger (the "effective time"). At the effective time:

    (i)
    each share of Organogenesis common stock issued and outstanding immediately prior to the effective time (other than shares of Organogenesis common stock held by holders of such shares of Organogenesis common stock who properly exercise appraisal rights with respect thereto in accordance with Section 262 of the DGCL and shares of Organogenesis common stock owned by AHPAC, Merger Sub or any other direct or indirect subsidiary of AHPAC, and shares of Organogenesis common stock owned by Organogenesis, and in each case not held on behalf of third parties (each such share of Organogenesis common stock, an

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      "excluded share" and collectively, "excluded shares")), will automatically be cancelled and retired and will cease to exist, and be converted, into the right to receive a number of validly issued, fully paid in and nonassessable shares of AHPAC Common Stock equal to the exchange ratio ("per share merger consideration");

    (ii)
    each excluded share shall cease to be outstanding, be cancelled without any consideration and shall cease to exist;

    (iii)
    each warrant to acquire shares of Organogenesis common stock (the "Organogenesis warrants") (other than Organogenesis warrants that expire or are deemed automatically net exercised immediately prior to the effective time according to their terms as of the date of the Merger Agreement as a result of the transactions contemplated by the Merger Agreement) outstanding and unexercised immediately prior to the effective time shall be cancelled, retired and terminated and cease to represent a right to acquire shares of Organogenesis common stock, and each holder thereof shall instead have the right to receive from AHPAC a new warrant for shares of AHPAC Common Stock ("replacement warrant"). Each replacement warrant shall have, and be subject to, substantially the same terms and conditions set forth in the Organogenesis warrants, except that: (i) the number of shares of AHPAC Common Stock which can be purchased with each replacement warrant shall equal a number of shares equal to (as rounded down to the nearest whole number) the product of (A) the number of shares of Organogenesis common stock (on an as-converted to Organogenesis common stock basis) that the Organogenesis warrant entitled the holder thereof to acquire immediately prior to the effective time, multiplied by (B) the exchange ratio; and (ii) the exercise price for each replacement warrant shall be equal to (as rounded up to the nearest whole cent) the quotient of (A) the exercise price of the Organogenesis warrant (in U.S. Dollars), divided by (B) the exchange ratio; and

    (iv)
    each outstanding option to acquire shares of Organogenesis common stock (the "Organogenesis options") (whether vested or unvested) shall be assumed by ORGO and automatically converted into an option to purchase shares of ORGO Class A Common Stock (each, an "assumed option"). Each assumed option will be subject to the terms and conditions set forth in Organogenesis' 2003 Stock Incentive Plan and the applicable award agreement. Each assumed option shall: (i) have the right to acquire a number of shares of AHPAC Common Stock equal to (as rounded down to the nearest whole number) the product of (A) the number of shares of Organogenesis common stock the Organogenesis option entitled the holder thereof to acquire immediately prior to the effective time, multiplied by (B) the exchange ratio; (ii) have an exercise price equal to (as rounded up to the nearest whole cent) the quotient of (A) the exercise price of the Organogenesis option (in U.S. Dollars), divided by (B) the exchange ratio; (iii) be subject to the same vesting schedule as the applicable Organogenesis option; and (iv) be administered by the ORGO Board or a committee thereof.

Consideration to Organogenesis Stockholders in the Business Combination

    Holders of Organogenesis common stock

        Subject to the terms and conditions of the Merger Agreement, each share of Organogenesis common stock (including shares of Organogenesis common stock issued to the PIPE Investors in connection with its $46 million investment in Organogenesis upon the execution of the Merger Agreement) will be converted, into the right to receive a number of validly issued, fully paid in and nonassessable shares of AHPAC Common Stock equal to the exchange ratio.

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    Holders of Organogenesis Warrants

        Subject to the terms and conditions of the Merger Agreement, each warrant to purchase one share of Organogenesis common stock (other than Organogenesis warrants that expire or are deemed automatically net exercised immediately prior to the effective time according to their terms as of the date of the Merger Agreement as a result of the transactions contemplated by the Merger Agreement) will be converted into the right to receive from AHPAC a new warrant for shares of AHPAC Common Stock ("replacement warrant"). Each replacement warrant shall have, and be subject to, substantially the same terms and conditions set forth in the Organogenesis warrants, except that: (i) the number of shares of AHPAC Common Stock which can be purchased with each replacement warrant shall equal a number of shares equal to (as rounded down to the nearest whole number) the product of (A) the number of shares of Organogenesis common stock (on an as-converted to Organogenesis common stock basis) that the Organogenesis warrant entitled the holder thereof to acquire immediately prior to the effective time, multiplied by (B) the exchange ratio; and (ii) the exercise price for each replacement warrant shall be equal to (as rounded up to the nearest whole cent) the quotient of (A) the exercise price of the Organogenesis warrant (in U.S. Dollars), divided by (B) the exchange ratio.

    Holders of Organogenesis Options

        Subject to the terms and conditions of the Merger Agreement, each outstanding Organogenesis Option (whether vested or unvested) shall be assumed by AHPAC and automatically converted into an option to purchase shares of AHPAC Common Stock (each, an "assumed option"). Each assumed option will be subject to the terms and conditions set forth in Organogenesis's 2003 Stock Incentive Plan and the applicable award agreement. Each assumed option shall: (i) have the right to acquire a number of shares of AHPAC Common Stock equal to (as rounded down to the nearest whole number) the product of (A) the number of shares of Organogenesis common stock the Organogenesis option entitled the holder thereof to acquire immediately prior to the effective time, multiplied by (B) the exchange ratio; (ii) have an exercise price equal to (as rounded up to the nearest whole cent) the quotient of (A) the exercise price of the Organogenesis option (in U.S. Dollars), divided by (B) the exchange ratio; (iii) be subject to the same vesting schedule as the applicable Organogenesis option; and (iv) be administered by the AHPAC Board or a committee thereof.

Appraisal Rights

        Any shares of Organogenesis common stock that are issued and outstanding immediately prior to the effective time and that have not approved the merger, and with respect to which a demand for payment and appraisal has been properly made in accordance with Section 262 of the DGCL, will not be converted into the right to receive the merger consideration otherwise payable with respect to such shares of Organogenesis common stock, except as set forth below, and instead holders of such shares will be entitled to have the Delaware Court of Chancery determine the fair value of such shares.

Material Adverse Effect

        Under the Merger Agreement, certain representations and warranties of Organogenesis are qualified in whole or in part by a material adverse effect standard for purposes of determining whether a breach of such representations and warranties has occurred. Pursuant to the Merger Agreement, an "Organogenesis Material Adverse Effect" means any change, event, or occurrence, that, individually or when aggregated with other changes, events, or occurrences, (i) has had a materially adverse effect on the business, assets, financial condition or results of operations of Organogenesis and the Organogenesis subsidiaries, taken as a whole or (ii) is reasonably likely to prevent or delay the ability of Organogenesis to consummate the merger; provided, however, with respect to clause (i) only, that no change or effect related to any of the following, alone or in combination, shall be taken into account in determining whether an Organogenesis Material Adverse Effect has occurred: (1) acts of war, sabotage,

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civil unrest or terrorism, or any escalation or worsening of any such acts of war, sabotage, civil unrest or terrorism, or changes in global, national, regional, state or local political or social conditions, (2) earthquakes, hurricanes, tornados, pandemics or other natural or man-made disasters, (3) changes attributable to the public announcement or pendency of the merger, (4) changes or proposed changes in applicable legal requirements, regulations or interpretations thereof or decisions by courts or any government entity, (5) changes or proposed changes in U.S. GAAP (or any interpretation thereof), (6) general economic conditions, including changes in the credit, debt, financial, capital or reinsurance markets (including changes in interest or exchange rates, prices of any security or market index or commodity or any disruption of such markets), in each case, in the United States or anywhere else in the world, (7) events or conditions generally affecting the industries in which the Organogenesis operates, (8) any failure to meet any projections, forecasts, guidance, estimates, milestones, budgets or financial or operating predictions of revenue, earnings, cash flow or cash position, provided that this clause (8) shall not prevent a determination that any change, event, or occurrence underlying such failure has resulted in an Organogenesis Material Adverse Effect; (9) any action taken at the express written request of AHPAC in accordance with such request; provided, however, that if a change or effect related to clauses (4) through (7) disproportionately adversely affects Organogenesis and Organogenesis subsidiaries, taken as a whole, compared to other participants operating in the same industry as Organogenesis and its subsidiaries, then such disproportionate impact may be taken into account in determining whether an Organogenesis Material Adverse Effect has occurred.

Closing and Effective Time of the business combination

        The closing of the transactions contemplated by the Merger Agreement will take no later than the second (2nd) business day after the satisfaction (or waiver in accordance with the Merger Agreement) of the last to occur of the conditions described below under the subsection entitled "Conditions to Closing of the Business Combination" (other than any such conditions which by their nature cannot be satisfied until the Closing Date, which will be required to be so satisfied or (to the extent permitted by applicable Laws and the Merger Agreement) waived on the Closing Date), at the offices of Weil, Gotshal & Manges LLP in New York, New York, unless another date or place is agreed to in writing by the parties.

Conditions to Closing of the Business Combination

    Conditions to Each Party's Obligations

        The respective obligations of each of the parties to the Merger Agreement to effect the transactions contemplated by the Merger Agreement are subject to the satisfaction, or written waiver by both AHPAC and Organogenesis, of each of the following conditions:

    The affirmative vote (in person or by proxy) of the holders of a majority or at least a two-thirds majority (as applicable) of the issued and outstanding ordinary shares entitled to vote thereon in favor of the AHPAC Shareholder Matters;

    The written consent of Organogenesis stockholders in accordance with Section 228 of the DGCL shall have been obtained;

    AHPAC shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act);

    The applicable waiting period under the HSR Act shall have expired or been terminated or such approval shall have otherwise been obtained;

    The Registration Statement shall have been declared effective by the SEC, and no order suspending the effectiveness of the Registration Statement shall be in effect and no proceedings for that purpose shall be pending before or threatened by the SEC;

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    The shares of AHPAC Common Stock to be issued in connection with the merger shall be approved for listing on the Nasdaq;

    All necessary permits and authorizations under state securities or "blue sky" laws, the Securities Act and the Exchange Act relating to the issuance and trading of shares of AHPAC Common Stock to be issued in the domestication and the merger shall have been obtained and shall be in effect; and

    The equity financing shall have been consummated.

    Conditions to AHPAC's Obligations

        The obligations of AHPAC and Merger Sub to effect the transactions contemplated by the Merger Agreement are subject to the satisfaction at or prior to the Closing Date of certain conditions (any or all of which may be waived in writing in whole or in part exclusively by AHPAC), including, among others, (i) Organogenesis must have performed and complied in all material respects with all obligations required to be performed or complied with by Organogenesis under the Merger Agreement at or prior to the Closing Date, (ii) the Company Support Agreements shall have been executed and delivered by stockholders of Organogenesis holding at least a majority of the outstanding shares of Organogenesis common stock, and such Company Support Agreements shall be in full force and effect, (iii) the Debt Consents shall remain in full force and effect, (iv) the Exchange Agreement shall have been consummated, and (v) FIRPTA Certificates shall have been furnished to AHPAC.

    Conditions to Organogenesis's Obligations

        The obligations of Organogenesis to effect the transactions contemplated by the Merger Agreement are subject to the satisfaction at or prior to the Closing Date of certain conditions (any or all of which may be waived in writing in whole or in part exclusively by Organogenesis), including, among others, (i) AHPAC and Merger Sub must have performed and complied in all material respects with all obligations required to be performed or complied with under the Merger Agreement at or prior to the Closing Date, (ii) the Parent Support Agreement shall have been delivered by the Sponsor and be in full force and effect, (iii) the Registration Rights Agreement shall have been executed and delivered and be in full force and effect, (iv) AHPAC shall have made all appropriate arrangements to have the trust account disbursed to the Company, and (v) the required persons have resigned from all of their positions and offices with AHPAC and Merger Sub.

Representations and Warranties

        Under the Merger Agreement, Organogenesis made customary representations and warranties relating to: organization and qualification; subsidiaries; capitalization; authority; no conflict; consents and approvals; compliance with laws; financial statements, no undisclosed liabilities; absence of certain changes or events; litigation; employee benefit plans; labor matters; no restrictions on business activities; title to property; taxes; environmental matters; brokers and third party expenses; intellectual property; material contracts; insurance; interested party transactions; governmental actions/filings; health regulatory matters; privacy and data security and information provided.

        Under the Merger Agreement, AHPAC and Merger Sub made customary representations and warranties relating to: organization and qualification; subsidiaries; capitalization; authority, no violations, consents and approvals; U.S. Securities and Exchange Commission documents; no conflict, required filings and consents; compliance; financial statements; absence of certain changes or events; litigation; employee benefit plans; labor matters; no restrictions on business activities; title to property; taxes; environmental matters; intellectual property; AHPAC contracts; insurance; interested party transactions; listing on NASDAQ; trust account; finders and brokers; and information supplied.

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Survival of Representations and Warranties; Indemnification

        The representations and warranties of the parties contained in the Merger Agreement or any instrument delivered pursuant to the Merger Agreement will terminate and be of no further force and effect as of the closing.

Termination

        The Merger Agreement may be terminated and the business combination may be abandoned any time prior to the closing, whether before or after shareholder approval of the Merger Agreement, as follows:

    by mutual written consent of AHPAC and Organogenesis;

    by either AHPAC or Organogenesis:

    if the merger is not consummated by October 14, 2018; provided, however, that the right to terminate the Merger Agreement shall not be available to any party whose action or failure to act has been a principal cause of or resulted in the failure of the Closing to occur on or before such date and such action or failure to act constitutes a breach of the Merger Agreement;

    if a governmental entity shall have issued an order or taken any other action, in any case having the effect of permanently restraining, enjoining or otherwise prohibiting the consummation of the merger, which order, decree, ruling or other action is final and nonappealable;

    if, at the Special Meeting (including any adjournments thereof), the AHPAC Shareholder Matters are not duly approved and adopted by the requisite majority; or

    if AHPAC shall have less than $5,000,001 of net tangible assets following the exercise by the holders of AHPAC Common Shares issued in AHPAC's initial public offering of securities and outstanding immediately before the Closing of their rights to convert the AHPAC Common Shares held by them into a pro rata share of the trust account in accordance with AHPAC's existing organizational documents.

    by Organogenesis:

    if AHPAC or Merger Sub breach any representation, warranty, covenant or agreement set forth in the Merger Agreement, or if any representation or warranty of AHPAC or Merger Sub shall have become untrue, in either case which (A) would give rise to the failure of certain conditions and (B) cannot or has not been cured by AHPAC or Merger Sub by the earlier of (i) thirty (30) days after delivery of written notice from Organogenesis and (ii) October 14, 2018; provided, that if AHPAC and each of its subsidiaries continues to exercise commercially reasonable efforts to cure such breach (it being understood that Organogenesis may not terminate the Merger Agreement if (x) it shall have materially breached the Merger Agreement and such breach has not been cured, or (y) if such breach by AHPAC or Merger Sub is cured during such thirty (30)-day period).

    by AHPAC:

    if Organogenesis breaches any representation, warranty, covenant or agreement set forth in the Merger Agreement, or if any representation or warranty of Organogenesis shall have become untrue, in either case which (A) would give rise to the failure of certain conditions and (B) cannot or has not been cured by Organogenesis by the earlier of (i) thirty (30) days after delivery of written notice from AHPAC and (ii) October 14, 2018; provided, that if Organogenesis and each of its subsidiaries continues to exercise commercially reasonable

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        efforts to cure such breach (it being understood that AHPAC may not terminate the Merger Agreement if (x) it shall have materially breached the Merger Agreement and such breach has not been cured, or (y) if such breach by Organogenesis is cured during such thirty (30)-day period);

      if (i) stockholders of the Organogenesis holding at least a majority of the outstanding shares of Organogenesis common stock do not enter into Support Agreements within twenty four (24) hours following the date of the Merger Agreement, or (ii) the Organogenesis Stockholder Approval shall not have been obtained by the twenty fifth (25th) Business Day following the effectiveness of the Registration Statement (provided that the Registration Statement continues to be effective throughout such twenty five (25) Business Day period).

        Any termination of the Merger Agreement will be effective immediately upon the delivery of written notice by the terminating party to the other parties thereto. In the event of termination, the Merger Agreement shall be of no further force or effect and the merger shall be abandoned, except provisions relating to the following: confidentiality agreements and access to information, Organogenesis's waiver of claims against the trust account, termination, fees and expenses, and general provisions shall survive the termination of the Merger Agreement, and (ii) nothing in the Merger Agreement shall relieve any party from liability for any breach of the Merger Agreement, including a breach by a party electing to terminate the Merger Agreement caused by an action or failure to act of such party which action or failure to act constituted the principal cause of, or resulting in the failure of, the merger to occur on or before October 14, 2018.

Amendments

        The Merger Agreement may be amended by the parties thereto at any time by execution of an instrument in writing signed on behalf of each of the parties.

Related Agreements

        This section describes certain additional agreements to be entered into pursuant to the Merger Agreement, which we refer to as the "related agreements," but does not purport to describe all of the terms thereof. The following summary is qualified in its entirety by reference to the complete text of each of the related agreements. A form of the Company Support Agreement is attached hereto as Annex B, a form of the Parent Support Agreement is attached hereto as Annex C, a form of the Trust Termination Letter is attached hereto as Annex D, a form of the Amended and Restated Registration Rights Agreement is attached hereto as Annex E, a form of the Exchange Agreement is attached hereto as Annex F, a form of the Subscription Agreement is attached hereto as Annex G, the Parent Sponsor Letter Agreement is attached hereto as Annex H, a form of the Stockholders Agreement is attached hereto as Annex I and the Controlling Stockholders Agreement is attached hereto as Annex O. Shareholders and other interested parties are urged to read such related agreements in their entirety prior to voting on the proposals presented at the general meeting.

    Company Support Agreement

        Shortly after the execution and delivery of the Merger Agreement, Organogenesis Stockholders holding approximately 89% of the outstanding shares of common stock of Organogenesis executed and delivered to AHPAC a Company Support Agreement, which is attached hereto as Annex B. Pursuant to the terms of the Company Support Agreement, certain Organogenesis Stockholders agreed, amongst other things, that they would support the transactions contemplated by the Merger Agreement. Additionally, the Organogenesis Stockholders who executed and delivered the Company Support Agreement agreed to waive any appraisal rights in connection with the transactions contemplated by the Merger Agreement, and to refrain from making any claims (a) challenging the validity of, or

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seeking to enjoin the operation of, any provision of the Merger Agreement or (b) alleging a breach of any fiduciary duty of any person in connection with the evaluation or negotiation of, or entry into, the Merger Agreement.

    Parent Support Agreement

        Shortly after the execution and delivery of the Merger Agreement, the Sponsor executed and delivered to Organogenesis a Parent Support Agreement, which is attached hereto as Annex C, with ORGO. Pursuant to the terms of the Parent Support Agreement, sponsor agreed that it would support the transactions contemplated by the Merger Agreement, including agreeing that at any meeting of the shareholders of AHPAC, or at any postponement or adjournment thereof, called to seek the affirmative vote of the holders of the outstanding AHPAC ordinary shares to adopt the Merger Agreement or in any other circumstances upon which a vote, consent or other approval with respect to the Merger Agreement, the merger or the other transactions contemplated by the Merger Agreement is sought, to vote (or cause to be voted) all AHPAC ordinary shares owned by sponsor in favor of the foregoing. Sponsor additionally agreed not to transfer or otherwise dispose of the AHPAC ordinary shares held by it, and to refrain from making claims (a) challenging the validity of, or seeking to enjoin the operation of, any provision of the Merger Agreement or (b) alleging a breach of any fiduciary duty of any person in connection with the evaluation or negotiation of, or entry into, the Merger Agreement.

    Trust Termination Letter

        Pursuant to the closing of the business combination, AHPAC will deliver to Continental a Trust Termination Letter, substantially in the form attached hereto as Annex D. The Trust Termination Letter is intended to be delivered by AHPAC to the trustee several days prior to the closing of the business combination, and will (i) provide notice to the trustee that AHPAC intends to consummate its initial business combination and (ii) authorize the release of funds held in the trust account upon the consummation of the business combination.

    Amended and Restated Registration Rights Agreement

        At the closing of the business combination, AHPAC, the sponsor and the restricted stockholders will enter into the Amended and Restated Registration Rights Agreement in respect of the shares of ORGO common stock, ORGO warrants and shares of ORGO common stock issued with respect to ORGO warrants (the "ORGO restricted securities") issued to the restricted stockholders in connection with the business combination. The restricted stockholders and their permitted transferees will be entitled to certain registration rights described in the Amended and Restated Registration Rights Agreement, including, among other things, customary registration rights, including demand and piggy-back rights, subject to cut-back provisions. ORGO will bear the expenses incurred in connection with the filing of any such registration statements, other than certain underwriting discounts, selling commissions and expenses related to the sale of shares.

    Exchange Agreement

        Certain creditors of Organogenesis have executed and delivered to AHPAC the Exchange Agreement which is attached hereto as Annex F. Pursuant to the terms of the Exchange Agreement, concurrently with the closing of the business combination, a portion of the Organogenesis Insider Debt will be converted into 6,502,679 shares of ORGO Class A common stock based on a conversion price of $7.035 per share, and AHPAC will make a cash payment to such Insider Lenders in satisfaction of the remaining portion of the obligations under the Organogenesis Insider Debt, including the accrued and unpaid interest and any fees with respect to the Organogenesis Insider Debt. Following such transactions, the Organogenesis Insider Debt will be deemed fully paid and satisfied in full and will be discharged and terminated.

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    PIPE Subscription Agreement

        Concurrently with the execution of the Merger Agreement, the PIPE Investors and AHPAC entered into the PIPE Subscription Agreement, which is attached hereto as Annex G. Pursuant to the terms of the PIPE Subscription Agreement, the PIPE Investors agreed to purchase 9,022,741 shares of ORGO Class A common stock and 4,100,000 warrants to purchase one-half of one share of ORGO Class A common stock, for an aggregate purchase price of $46,000,000, immediately following the domestication through a private placement offered to a limited number of accredited investors (as defined by Rule 501 of Regulation D) pursuant to Section 4(a)(2) of the Securities Act of 1933. We refer to the transactions contemplated by the PIPE Subscription Agreement as the "equity financing". The effective price to the PIPE Investors of the equity financing is approximately $5.10 per share of ORGO Class A common stock.

        Additionally, concurrently with the execution of the Merger Agreement, the PIPE Investors entered into a subscription agreement with Organogenesis (the "Initial Subscription Agreement") pursuant to which they purchased 3,221,050 shares of Organogenesis common stock for an aggregate purchase price of $46 million, or approximately $14.28 per share of Organogenesis common stock. We refer to the transactions contemplated by the Initial Subscription Agreement and the PIPE Subscription Agreement together as the "private placement". The effective price of the private investment to the PIPE Investors is approximately $5.91 per share of ORGO Class A common stock across their aggregate $92 million investment. As a result of the surrender of founder shares by the Class B Holders pursuant to the terms of the Parent Sponsor Letter Agreement, the effective price of the equity financing to ORGO is approximately $7.035 per share of ORGO Class A common stock. The warrants surrendered by the Class B Holders do not impact these calculations, as no purchase price was allocable to the warrants in light of the exercise price of the warrants.

    Parent Sponsor Letter Agreement

        Concurrently with the execution and delivery of the Merger Agreement, the Class B Holders entered into the Parent Sponsor Letter Agreement with AHPAC, which is attached hereto as Annex H. Pursuant to the terms of the Parent Sponsor Letter Agreement, in connection with the transactions contemplated by the Merger Agreement, the holders of AHPAC Class B ordinary shares agreed to surrender to AHPAC an aggregate of 1,937,500 AHPAC Class B ordinary shares at the time of the execution and delivery of the Merger Agreement, and also agreed to surrender an additional 4,421,507 AHPAC Class B ordinary shares and 16,400,000 private placement warrants at the time of the consummation of the business combination. All such AHPAC Class B ordinary shares and private placement warrants have been cancelled, or will be cancelled, as applicable.

    Stockholders Agreement

        At the closing of the business combination, ORGO, the PIPE Investors and certain Organogenesis Stockholders will enter into the Stockholders Agreement, substantially in the form attached hereto as Annex I. Pursuant to the terms of the Stockholders Agreement, following the closing, and at any time that and for so long as the PIPE Investors collectively own at least 7.5% of the outstanding shares of capital stock of ORGO that are then entitled to vote generally in the election of directors, certain rights accrue to the PIPE Investors. Those rights include the right to designate one individual for election to ORGO's board of directors, which individual shall be included as part of ORGO's slate of directors, and the right to have one person designated by the PIPE Investors to attend all meetings of the ORGO board of directors and any committees thereof as an observer, with such observer to receive the materials relevant to such meeting as provided to the directors of ORGO or members of the applicable committee. The terms of the Stockholders Agreement also provide the PIPE Investors certain customary rights to receive information about ORGO, including information necessary to assist the PIPE Investors in preparing its tax returns, customary rights to examine the books and records of

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ORGO and request copies of financial statements and other corporate documents and correspondences.

    Controlling Stockholders Agreement

        In connection with the closing of the business combination, ORGO and the Controlling Entities (controlling more than 50% of the voting power for the election of directors) will enter into a Controlling Stockholders Agreement substantially in the form attached hereto as Annex O. The Controlling Stockholders Agreement will, among other things, provide the Controlling Entities with the right to nominate an aggregate of four directors to the ORGO board of directors, with two directors to be designated by Alan A. Ades, one director to be designated by Albert Erani and one director to be designated by Glenn H. Nussdorf. The nomination rights shall exist for so long each individual (or, in the case of Albert Erani, collectively with Dennis Erani) beneficially owns at least 7.5% of the outstanding shares of common stock of ORGO. The Controlling Entities will also agree to vote their shares of ORGO common stock in support of such nominees, and will appoint each of Alan A. Ades, Albert Erani and Glenn H. Nussdorf as his or her attorney-in-fact in connection with the matters contemplated by the Controlling Stockholders Agreement.

    Financing Arrangements

        In connection with the execution and delivery of the Merger Agreement, Organogenesis obtained signed consents under (A) the Credit Agreement, dated March 21, 2017 (as amended on March 24, 2017, August 10, 2017, November 7, 2017, February 9, 2018, April 5, 2018 and May 23, 2018), among Organogenesis, Prime Merger Sub and Silicon Valley Bank ("SVB") (such consent, the "SVB Consent") and (B) the Master Lease Agreement, dated April 28, 2017, among Organogenesis, Prime Merger Sub and Eastward Fund Management, LLC ("Eastward") (such consent, the "Eastward Consent" and, together with the SVB Consent, each a "Credit Agreement Consent" and collectively the "Credit Agreement Consents"), whereby each of SVB and Eastward, respectively, have consented to the transactions contemplated by the Merger Agreement (in each case subject to the conditions set forth in the applicable Credit Agreement Consent).

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REGULATORY APPROVALS RELATED TO THE BUSINESS COMBINATION

        Neither AHPAC nor Organogenesis is aware of any material regulatory approvals or actions that are required for completion of the business combination other than the expiration or early termination of the waiting period under the HSR Act. It is presently contemplated that if any such additional regulatory approvals or actions are required, those approvals or actions will be sought. There can be no assurance, however, that any additional approvals or actions will be obtained.

Regulatory Matters

        Under the HSR Act and the rules that have been promulgated thereunder by the U.S. Federal Trade Commission ("FTC"), certain transactions may not be consummated unless information has been furnished to the Antitrust Division of the Department of Justice ("Antitrust Division") and the FTC and certain waiting period requirements have been satisfied. The business combination is subject to these requirements and may not be completed until the expiration of a 30-day waiting period following the filing of the required Notification and Report Forms with the Antitrust Division and the FTC or until early termination is granted. On August 31, 2018, AHPAC and Organogenesis filed the required forms under the HSR Act with the Antitrust Division and the FTC and requested early termination. Early termination was granted on September 11, 2018.

        At any time before or after consummation of the business combination, notwithstanding termination of the waiting period under the HSR Act, the applicable competition authorities could take such action under applicable antitrust laws as each deems necessary or desirable in the public interest, including seeking to enjoin the consummation of the business combination. Private parties may also seek to take legal action under the antitrust laws under certain circumstances. AHPAC cannot assure you that the Antitrust Division, the FTC, any state attorney general, or any other government authority will not attempt to challenge the business combination on antitrust grounds, and, if such a challenge is made, AHPAC cannot assure you as to its result. Neither AHPAC nor Organogenesis is aware of any material regulatory approvals or actions that are required for completion of the business combination other than the expiration or early termination of the waiting period under the HSR Act. It is presently contemplated that if any such additional regulatory approvals or actions are required, those approvals or actions will be sought. There can be no assurance, however, that any additional approvals or actions will be obtained.

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SELECTED HISTORICAL FINANCIAL INFORMATION OF AHPAC

        AHPAC is providing the following selected historical financial information to assist you in your analysis of the financial aspects of the business combination.

        AHPAC's balance sheet data as of September 30, 2018 and statement of operations data for the nine months ended September 30, 2018 and September 30, 2017 are derived from AHPAC's unaudited financial statements, which are included in the Index to Financial Statements section of this joint proxy statement/prospectus. AHPAC's balance sheet data as of December 31, 2017 and December 31, 2016 and statement of operations data for the years ended December 31, 2017 and December 31, 2016 are derived from AHPAC's audited financial statements, audited by Marcum LLP, independent registered public accounts, included in the Index to Financial Statements section of this joint proxy statement/prospectus.

        Selected Historical Financial Information—AHPAC

Income Statement Data:
  For the nine
months
ended
September 30, 2018
  For the nine
months
ended
September 30, 2017
  For the
year ended
December 31,
2017
  For the
year ended
December 31,
2016
  Period from
December 4, 2015
(inception)
through
December 31,
2015
 

Revenue

  $   $   $   $      

Loss from operations

    (4,350,337 )   (3,293,587 )   (4,591,834 )   (208,698 )   (25,162 )

Interest/dividend income

    3,786,285     1,697,781     2,497,921          

Net income/loss

    5,157,743     (1,595,806 )   (2,093,913 )   (208,698 )   (25,162 )

Weighted average shares outstanding, basic and diluted

    9,776,196     9,260,366     9,334,687     7,919,906     7,500,000  

Basic and diluted net loss per share

    0.16     (0.34 )   (0.48 )   (0.03 )   (0.00 )

 

Balance Sheet Data:
  As of
September 30, 2018
  As of
December 31,
2017
  As of
December 31,
2016
  As of
December 31,
2015
 

Trust account, restricted

    316,284,206     312,497,921     310,000,000      

Total assets

    316,309,217     312,792,360     311,435,911     416,271  

Total liabilities

    13,137,836     14,778,722     11,328,360     416,433  

Value of common stock which may be redeemed for cash

    298,171,380     293,013,630     295,107,550      

Stockholders' equity

    5,000,001     5,000,008     5,000,001     (162 )

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ORGANOGENESIS SELECTED CONSOLIDATED HISTORICAL FINANCIAL AND OTHER INFORMATION

        You should read the following selected consolidated financial data together with our financial statements and the related notes appearing at the end of this joint proxy statement/prospectus and "Organogenesis Management's Discussion and Analysis of Financial Condition and Results of Operations" section of this joint proxy statement/prospectus. We have derived the statement of operations data for the years ended December 31, 2015, 2016 and 2017 and the balance sheet data as of December 31, 2016 and 2017 from our audited financial statements appearing at the end of this joint proxy statement/prospectus. The statement of operations data for the nine months ended September 30, 2017 and 2018 and the balance sheet data as of September 30, 2018 have been derived from our unaudited financial statements appearing at the end of this joint proxy statement/prospectus and have been prepared on the same basis as our audited financial statements. The information in this section is not intended to replace the audited and unaudited financial statements appearing elsewhere in this joint proxy statement/prospectus. Our historical results are not necessarily indicative of the results that should be expected in the future, and our results for the nine months ended September 30, 2018 are not necessarily indicative of the results that should be expected for the full year ending December 31, 2018,

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or any other interim periods or any future year or period. Actual future results are likely to be different from the as adjusted amounts presented, and such differences may be significant.

 
  Year Ended December 31,   Nine Months Ended
September 30,
 
 
  2015   2016   2017   2017   2018  
 
  (in thousands, except share and per share data)
 

Consolidated Statement of Operations Data:

                               

Net revenue

  $ 98,975   $ 138,732   $ 198,508   $ 145,366   $ 129,850  

Cost of goods sold

    46,450     48,201     61,220     44,798     51,298  

Gross profit

    52,525     90,531     137,288     100,568     78,552  

Operating expenses:

                               

Selling, general and administrative

    68,174     93,029     133,717     97,330     114,483  

Research and development

    3,882     6,277     9,065     6,330     7,651  

Write-off of deferred offering costs

                    3,494  

Total operating expenses

    72,056     99,306     142,782     103,660     125,628  

Loss from operations

    (19,531 )   (8,775 )   (5,494 )   (3,092 )   (47,076 )

Other income (expense), net:

                               

Interest expense

    (3,487 )   (5,627 )   (8,139 )   (5,856 )   (8,190 )

Interest income

    139     153     129     101     59  

Change in fair value of warrants

        (737 )   (1,037 )   (984 )   (299 )

Other income (expense), net

    277     285     (9 )   (58 )   12  

Total other expense, net

    (3,071 )   (5,926 )   (9,056 )   (6,797 )   (8,418 )

Net loss before income taxes

    (22,602 )   (14,701 )   (14,550 )   (9,889 )   (55,494 )

Income tax benefit (expense)

    177     (65 )   7,025     6,792     (82 )

Net income (loss) and comprehensive income (loss)

    (22,425 )   (14,766 )   (7,525 )   (3,097 )   (55,576 )

Net income attributable to non-controlling interest in affiliates

    1,836     2,221     863     863