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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Frazier Lifesciences Acquisition Corp - Units (1 Ord Share Class A & 1/3 War)
SEC Filings (Chronological Order)
Denna sida innehåller en komplett, kronologisk lista över SEC-arkiveringar, exklusive ägande-arkiveringar som vi tillhandahåller på andra ställen.
| February 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. |
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| December 2, 2022 |
15-12G 1 d325794d1512g.htm 15-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-39765 Frazier Lifesciences Acquisition |
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| December 1, 2022 |
FLAC / Frazier Lifesciences Acquisition Corporation Class A / Flynn James E Passive Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. |
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| November 25, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Frazier Lifesciences Acquisition Corporation (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G3710A105 (CUSIP Number) Two Union Square 601 Union St., Suite 3200 Seattle, WA 98101 Tel: +1 (206) 621-7200 |
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| November 23, 2022 |
FORM OF WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT Exhibit 10.1 FORM OF WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT This Assignment, Assumption and Amendment Agreement (this ?Agreement?) is made as of November 22, 2022, by and among Frazier Lifesciences Acquisition Corporation, a Cayman Islands exempted company (?FLAC?), NewAmsterdam Pharma Company B.V., a private company with limited liability (besloten vennootschap met beperkte aanspr |
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| November 23, 2022 |
BYLAWS FRAZIER LIFESCIENCES ACQUISITION CORPORATION ARTICLE I - STOCKHOLDERS Exhibit 3.3 BYLAWS OF FRAZIER LIFESCIENCES ACQUISITION CORPORATION ARTICLE I - STOCKHOLDERS Section 1. Annual Meeting. An annual meeting of the stockholders, for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting, shall be held at such place, on such date, and at such time as the Board of Directors (t |
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| November 23, 2022 |
SC 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 2 )* Frazier Lifesciences Acquisition Corporation (Name of Issuer) Class A Ordinary Shares, $0.0001 par value (Title of Class of Securities) G3710A105 (CUSIP Number) Tw |
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| November 23, 2022 |
CERTIFICATE OF INCORPORATION FRAZIER LIFESCIENCES ACQUISITION CORPORATION Exhibit 3.2 CERTIFICATE OF INCORPORATION OF FRAZIER LIFESCIENCES ACQUISITION CORPORATION FIRST: The name of the corporation is Frazier Lifesciences Acquisition Corporation (hereinafter, the ?Corporation?). SECOND: The address of the Corporation?s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801, and the name o |
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| November 23, 2022 |
Exhibit 99.1 NewAmsterdam Pharma Debuts as Publicly Traded Company Focused on Developing Obicetrapib, a Low-Dose, Once-Daily Oral LDL-Lowering Agent with Promising Safety and Efficacy Clinical Data, as a Potential Preferred Therapy for High Risk Cardiovascular Disease Patients ? Business combination transaction with Frazier Lifesciences Acquisition Corporation, a special purpose acquisition compan |
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| November 23, 2022 |
Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF FRAZIER LIFESCIENCES ACQUISITION CORPORATION (AS ADOPTED BY SPECIAL RESOLUTION EFFECTIVE ON 22 NOVEMBER 2022) www.verify.gov.ky File#: 366803 Filed: 22-Nov-2022 14:08 EST Auth Code: E05189720486 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLAND |
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| November 23, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 22, 2022 FRAZIER LIFESCIENCES ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-39765 98-1562203 (State or other jurisdictio |
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| November 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 15, 2022 Frazier Lifesciences Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-39765 98-1562203 (State or other juris |
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| November 15, 2022 |
EX-99.1 Frazier Lifesciences Acquisition Corporation shareholders approve business combination with NewAmsterdam Pharma Holding B.V. Menlo Park, Calif. (November 15, 2022) – Frazier Lifesciences Acquisition Corporation (Nasdaq: FLAC) (“FLAC”), a special purpose acquisition company sponsored by an affiliate of Frazier Healthcare Partners, announced today that its shareholders voted to approve the p |
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| November 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 15, 2022 Frazier Lifesciences Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-39765 98-1562203 (State or other juris |
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| November 14, 2022 |
FLAC / Frazier Lifesciences Acquisition Corporation Class A / Flynn James E Passive Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. |
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| November 9, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe |
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| November 3, 2022 |
Exhibit 1 EXHIBIT 1 - JOINT FILING AGREEMENT This joint filing agreement is made and entered into as of this 3rd day of November, 2022, by and among Viking Global Investors LP, Viking Global Opportunities Parent GP LLC, Viking Global Opportunities GP LLC, Viking Global Opportunities Portfolio GP LLC, Viking Global Opportunities Illiquid Investments Sub-Master LP, Viking Global Opportunities Drawdown GP LLC, Viking Global Opportunities Drawdown Portfolio GP LLC, Viking Global Opportunities Drawdown (Aggregator) LP, O. |
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| November 3, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Frazier Lifesciences Acquisition Corporation (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G3710A105 (CUSIP Number) Two Union Square 601 Union St., Suite 3200 Seattle, WA 98101 Tel: +1 (206) 621-7200 |
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| November 2, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS PURSUANT TO RULES 13d- 1(b),(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934* Frazier Lifesciences Acquisitions Corporation (Name of Issuer) Class A Ordinary Shares, $0.0001 par value (Title of Class of Securities) G3710A1 |
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| October 18, 2022 |
DEFM14A 1 d414164ddefm14a.htm DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as |
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| October 17, 2022 |
Filed by Frazier Lifesciences Acquisition Corporation 425 1 d375274d425.htm 425 Filed by Frazier Lifesciences Acquisition Corporation Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: NewAmsterdam Pharma Company B.V. Commission File No. 333-266510 The following presentation was made available by Frazier Healthcare Partners (“F |
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| October 13, 2022 |
Filed by NewAmsterdam Pharma Company B.V. 425 Filed by NewAmsterdam Pharma Company B.V. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: Frazier Lifesciences Acquisition Corporation Commission File No. 001-39765 The following communication was made available by NewAmsterdam Pharma on Twitter and LinkedIn on Octobe |
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| October 11, 2022 |
Filed by NewAmsterdam Pharma Company B.V. Filed by NewAmsterdam Pharma Company B.V. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: Frazier Lifesciences Acquisition Corporation Commission File No. 001-39765 The following communication was made available by NewAmsterdam Pharma on Twitter and LinkedIn on October 10 |
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| October 5, 2022 |
Filed by NewAmsterdam Pharma Company B.V. Filed by NewAmsterdam Pharma Company B.V. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: Frazier Lifesciences Acquisition Corporation Commission File No. 001-39765 The following press release was made available by NewAmsterdam Pharma on October 5, 2022: NewAmsterdam Phar |
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| October 5, 2022 |
Filed by NewAmsterdam Pharma Company B.V. Filed by NewAmsterdam Pharma Company B.V. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: Frazier Lifesciences Acquisition Corporation Commission File No. 001-39765 The following communication was made available by NewAmsterdam Pharma on Twitter and LinkedIn on October 5, |
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| October 4, 2022 |
Filed by NewAmsterdam Pharma Company B.V. 425 1 d375274d425.htm 425 Filed by NewAmsterdam Pharma Company B.V. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: Frazier Lifesciences Acquisition Corporation Commission File No. 001-39765 The following communication was made available by NewAmsterdam Pharma on Twitter |
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| September 29, 2022 |
Filed by NewAmsterdam Pharma Company B.V. 425 1 d375274d425.htm 425 Filed by NewAmsterdam Pharma Company B.V. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: Frazier Lifesciences Acquisition Corporation Commission File No. 001-39765 The following communication was made available by NewAmsterdam Pharma on Twitter |
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| September 28, 2022 |
Filed by NewAmsterdam Pharma Company B.V. 425 1 d375274d425.htm 425 Filed by NewAmsterdam Pharma Company B.V. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: Frazier Lifesciences Acquisition Corporation Commission File No. 001-39765 The following communication was made available by NewAmsterdam Pharma on Twitter |
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| September 23, 2022 |
425 1 d375274d425.htm 425 Filed by NewAmsterdam Pharma Company B.V. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: Frazier Lifesciences Acquisition Corporation Commission File No. 001-39765 The following communication was made available by NewAmsterdam Pharma on Twitter |
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| September 22, 2022 |
425 1 d375274d425.htm 425 Filed by NewAmsterdam Pharma Company B.V. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: Frazier Lifesciences Acquisition Corporation Commission File No. 001-39765 The following communication was made available by NewAmsterdam Pharma on Twitter |
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| September 21, 2022 |
The following presentation was made available by NewAmsterdam Pharma Company B.V. on September 21, 2022: Filed by NewAmsterdam Pharma Company B.V. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: Frazier Lifesciences Acquisition Corporation Commission File No. 001-39765 An |
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| September 20, 2022 |
Filed by NewAmsterdam Pharma Company B.V. 425 1 d375274d425.htm 425 Filed by NewAmsterdam Pharma Company B.V. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: Frazier Lifesciences Acquisition Corporation Commission File No. 001-39765 The following communication was made available by NewAmsterdam Pharma on Twitter |
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| September 20, 2022 |
FORM OF INVESTOR SUPPORT AGREEMENT Exhibit 99.8 FORM OF INVESTOR SUPPORT AGREEMENT THIS INVESTOR SUPPORT AGREEMENT (this ?Agreement?) is dated as of July 25, 2022 by and among Frazier Lifesciences Acquisition Corporation, a blank check company incorporated as a Cayman exempted company (?FLAC?), and the shareholder of FLAC whose name appears on the signature page of this Agreement (the ?Investor?). Capitalized terms used but not def |
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| September 20, 2022 |
SC 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 1 )* Frazier Lifesciences Acquisition Corporation (Name of Issuer) Class A Ordinary Shares, $0.0001 par value (Title of Class of Securities) G3710A105 (CUSIP Number) Tw |
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| September 20, 2022 |
Exhibit 99.7 SPONSOR SUPPORT AGREEMENT THIS SPONSOR SUPPORT AGREEMENT (this ?Agreement?) is dated as of July 25, 2022 by and among (i) Frazier Lifesciences Sponsor LLC, a Cayman Islands limited liability company (the ?Sponsor?), (ii) the other holders of FLAC Class B Shares set forth on Schedule I hereto (the ?Other Class B Holders? and, together with the Sponsor, collectively, the ?Class B Holder |
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| August 29, 2022 |
Filed by NewAmsterdam Pharma Company B.V. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: Frazier Lifesciences Acquisition Corporation Commission File No. 001-39765 The following press release was made available by NewAmsterdam Pharma on August 29, 2022: NewAmsterdam Phar |
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| August 24, 2022 |
Filed by NewAmsterdam Pharma Company B.V. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: Frazier Lifesciences Acquisition Corporation Commission File No. 001-39765 The following presentation was made available by NewAmsterdam Pharma on August 24, 2022: Patients with high |
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| August 24, 2022 |
Filed by NewAmsterdam Pharma Company B.V. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: Frazier Lifesciences Acquisition Corporation Commission File No. 001-39765 The following presentation was made available by NewAmsterdam Pharma on August 24, 2022: Addressing the unm |
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| August 23, 2022 |
Filed by NewAmsterdam Pharma Company B.V. 425 1 d375274d425.htm 425 Filed by NewAmsterdam Pharma Company B.V. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: Frazier Lifesciences Acquisition Corporation Commission File No. 001-39765 The following communication was made available by NewAmsterdam Pharma on Twitter |
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| August 19, 2022 |
Filed by NewAmsterdam Pharma Company B.V. Filed by NewAmsterdam Pharma Company B.V. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: Frazier Lifesciences Acquisition Corporation Commission File No. 001-39765 The following communication was made available by NewAmsterdam Pharma on Twitter on August 19, 2022: A US o |
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| August 18, 2022 |
Goodwin Procter LLP 100 Northern Avenue Boston, MA 02210 goodwinlaw.com + 1 617 570 1000 August 18, 2022 VIA EDGAR Office of Real Estate & Construction Division of Corporation Finance U.S. Securities and Exchange Commission 100 F. Street, N.E. Washington, D.C. 20549 Re: Frazier Lifesciences Acquisition Corporation Form 10-K for the Fiscal Year Ending December 31, 2021 Filed March 25, 2022 File No. |
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| August 17, 2022 |
Filed by NewAmsterdam Pharma Company B.V. Filed by NewAmsterdam Pharma Company B.V. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: Frazier Lifesciences Acquisition Corporation Commission File No. 001-39765 The following communication was made available by NewAmsterdam Pharma on Twitter and LinkedIn on August 17, |
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| August 16, 2022 |
Filed by NewAmsterdam Pharma Company B.V. Filed by NewAmsterdam Pharma Company B.V. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: Frazier Lifesciences Acquisition Corporation Commission File No. 001-39765 The following communication was made available by NewAmsterdam Pharma on Twitter on August 16, 2022: A stud |
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| August 11, 2022 |
Filed by NewAmsterdam Pharma Company B.V. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: Frazier Lifesciences Acquisition Corporation Commission File No. 001-39765 The following press release was issued by NewAmsterdam Pharma on August 11, 2022: NewAmsterdam Pharma Annou |
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| August 11, 2022 |
Filed by NewAmsterdam Pharma Company B.V. 425 1 d375274d425.htm 425 Filed by NewAmsterdam Pharma Company B.V. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: Frazier Lifesciences Acquisition Corporation Commission File No. 001-39765 The following communication was made available by NewAmsterdam Pharma on Twitter |
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| August 11, 2022 |
Filed by Frazier Lifesciences Acquisition Corporation Filed by Frazier Lifesciences Acquisition Corporation Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: NewAmsterdam Pharma Company B. |
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| August 11, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00 |
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| August 9, 2022 |
Filed by NewAmsterdam Pharma Company B.V. Filed by NewAmsterdam Pharma Company B.V. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: Frazier Lifesciences Acquisition Corporation Commission File No. 001-39765 The following communication was made available by NewAmsterdam Pharma on Twitter and LinkedIn on August 9, |
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| August 8, 2022 |
Filed by NewAmsterdam Pharma Company B.V. Filed by NewAmsterdam Pharma Company B.V. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: Frazier Lifesciences Acquisition Corporation Commission File No. 001-39765 The following communication was made available by NewAmsterdam Pharma on Twitter and LinkedIn on August 8, |
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| August 4, 2022 |
Filed by NewAmsterdam Pharma Company B.V. 425 Filed by NewAmsterdam Pharma Company B.V. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: Frazier Lifesciences Acquisition Corporation Commission File No. 001-39765 The following communication was made available by NewAmsterdam Pharma on Twitter and LinkedIn on August |
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| August 1, 2022 |
Filed by Frazier Lifesciences Acquisition Corporation 425 1 d366806d425.htm 425 Filed by Frazier Lifesciences Acquisition Corporation Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: NewAmsterdam Pharma Company B.V. Commission File No. 001-39765 The Issuer posted the following information on August 1, 2022 on its website at h |
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| July 28, 2022 |
425 1 d381072d425.htm 425 Filed by Frazier Lifesciences Acquisition Corporation Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: NewAmsterdam Pharma Company B.V. Commission File No. 001-39765 The following press release was issued by NewAmsterdam Pharma on July 28, 2022: N |
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| July 28, 2022 |
Filed by Frazier Lifesciences Acquisition Corporation Filed by Frazier Lifesciences Acquisition Corporation Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: NewAmsterdam Pharma Company B. |
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| July 27, 2022 |
Filed by Frazier Lifesciences Acquisition Corporation 425 1 d365048d425.htm 425 Filed by Frazier Lifesciences Acquisition Corporation Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: NewAmsterdam Pharma Company B.V. Commission File No. 001-39765 The following communication was posted by Forbion Capital Partners on LinkedIn on |
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| July 25, 2022 |
Form of Subscription Agreement. Exhibit 10.4 FORM OF SUBSCRIPTION AGREEMENT This Subscription Agreement (this ?Subscription Agreement?) is being entered into as of the date set forth on the signature page hereto, by and among NewAmsterdam Pharma Company B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) that will be converted into a Dutch public limited liability company (naaml |
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| July 25, 2022 |
Exhibit 99.2 June 2022 CONFIDENTIAL Disclaimer This presentation (together with oral statements made in connection herewith, this ?Presentation?) is for informational purposes only. This Presentation has been prepared to assist interested parties in making their own evaluation with respect to a potential business combination between NewAmsterdam Pharma Holding B.V. (?NewAmsterdam,? or the ?Company |
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| July 25, 2022 |
Exhibit 99.1 NewAmsterdam Pharma Holding B.V. and Frazier Lifesciences Acquisition Corporation Announce Merger Agreement to Create Publicly Listed Company Focused on Transformative Oral Therapies for Major Cardiometabolic Diseases ? Leading institutional investors commit approximately $235 million through an oversubscribed and upsized private investment in public equity (?PIPE?) led by Frazier Hea |
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| July 25, 2022 |
Exhibit 2.1 BUSINESS COMBINATION AGREEMENT BY AND AMONG NEWAMSTERDAM PHARMA COMPANY B.V., FRAZIER LIFESCIENCES ACQUISITION CORPORATION, NEWAMSTERDAM PHARMA INVESTMENT CORPORATION, AND NEWAMSTERDAM PHARMA HOLDING B.V. DATED AS OF JULY 25, 2022 TABLE OF CONTENTS PAGE ARTICLE 1 CERTAIN DEFINITIONS 4 Section 1.1 Definitions 4 ARTICLE 2 MERGER 27 Section 2.1 Transactions 27 Section 2.2 Closing 30 Secti |
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| July 25, 2022 |
Form of Investor Support Agreement. Exhibit 10.3 FORM OF INVESTOR SUPPORT AGREEMENT THIS INVESTOR SUPPORT AGREEMENT (this ?Agreement?) is dated as of July 25, 2022 by and among Frazier Lifesciences Acquisition Corporation, a blank check company incorporated as a Cayman exempted company (?FLAC?), and the shareholder of FLAC whose name appears on the signature page of this Agreement (the ?Investor?). Capitalized terms used but not def |
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| July 25, 2022 |
Exhibit 2.1 BUSINESS COMBINATION AGREEMENT BY AND AMONG NEWAMSTERDAM PHARMA COMPANY B.V., FRAZIER LIFESCIENCES ACQUISITION CORPORATION, NEWAMSTERDAM PHARMA INVESTMENT CORPORATION, AND NEWAMSTERDAM PHARMA HOLDING B.V. DATED AS OF JULY 25, 2022 TABLE OF CONTENTS PAGE ARTICLE 1 CERTAIN DEFINITIONS 4 Section 1.1 Definitions 4 ARTICLE 2 MERGER 27 Section 2.1 Transactions 27 Section 2.2 Closing 30 Secti |
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| July 25, 2022 |
Exhibit 10.2 SPONSOR SUPPORT AGREEMENT THIS SPONSOR SUPPORT AGREEMENT (this ?Agreement?) is dated as of July 25, 2022 by and among (i) Frazier Lifesciences Sponsor LLC, a Cayman Islands limited liability company (the ?Sponsor?), (ii) the other holders of FLAC Class B Shares set forth on Schedule I hereto (the ?Other Class B Holders? and, together with the Sponsor, collectively, the ?Class B Holder |
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| July 25, 2022 |
Exhibit 10.2 SPONSOR SUPPORT AGREEMENT THIS SPONSOR SUPPORT AGREEMENT (this ?Agreement?) is dated as of July 25, 2022 by and among (i) Frazier Lifesciences Sponsor LLC, a Cayman Islands limited liability company (the ?Sponsor?), (ii) the other holders of FLAC Class B Shares set forth on Schedule I hereto (the ?Other Class B Holders? and, together with the Sponsor, collectively, the ?Class B Holder |
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| July 25, 2022 |
425 1 d381095d425.htm 425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 25, 2022 FRAZIER LIFESCIENCES ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-39765 |
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| July 25, 2022 |
Form of Investor Support Agreement. Exhibit 10.3 FORM OF INVESTOR SUPPORT AGREEMENT THIS INVESTOR SUPPORT AGREEMENT (this ?Agreement?) is dated as of July 25, 2022 by and among Frazier Lifesciences Acquisition Corporation, a blank check company incorporated as a Cayman exempted company (?FLAC?), and the shareholder of FLAC whose name appears on the signature page of this Agreement (the ?Investor?). Capitalized terms used but not def |
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| July 25, 2022 |
Exhibit 10.1 SUPPORT AGREEMENT THIS SUPPORT AGREEMENT (THIS ?AGREEMENT?) IS MADE ON JULY 25, 2022 BY AND AMONG 1. Those holders of shares in the capital of the Company (the ?Company Shares?) listed in Schedule A attached hereto (the ?Company Shareholders?); 2. NewAmsterdam Pharma Holding B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid), incorpor |
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| July 25, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 25, 2022 FRAZIER LIFESCIENCES ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-39765 98-1562203 (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| July 25, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A (Amendment No. |
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| July 25, 2022 |
Exhibit 99.2 June 2022 CONFIDENTIAL Disclaimer This presentation (together with oral statements made in connection herewith, this ?Presentation?) is for informational purposes only. This Presentation has been prepared to assist interested parties in making their own evaluation with respect to a potential business combination between NewAmsterdam Pharma Holding B.V. (?NewAmsterdam,? or the ?Company |
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| July 25, 2022 |
Exhibit 99.1 NewAmsterdam Pharma Holding B.V. and Frazier Lifesciences Acquisition Corporation Announce Merger Agreement to Create Publicly Listed Company Focused on Transformative Oral Therapies for Major Cardiometabolic Diseases ? Leading institutional investors commit approximately $235 million through an oversubscribed and upsized private investment in public equity (?PIPE?) led by Frazier Hea |
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| July 25, 2022 |
Form of Subscription Agreement. Exhibit 10.4 FORM OF SUBSCRIPTION AGREEMENT This Subscription Agreement (this ?Subscription Agreement?) is being entered into as of the date set forth on the signature page hereto, by and among NewAmsterdam Pharma Company B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) that will be converted into a Dutch public limited liability company (naaml |
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| July 25, 2022 |
Exhibit 10.1 SUPPORT AGREEMENT THIS SUPPORT AGREEMENT (THIS ?AGREEMENT?) IS MADE ON JULY 25, 2022 BY AND AMONG 1. Those holders of shares in the capital of the Company (the ?Company Shares?) listed in Schedule A attached hereto (the ?Company Shareholders?); 2. NewAmsterdam Pharma Holding B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid), incorpor |
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| May 12, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0 |
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| March 25, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Period Ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 001- |
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| February 14, 2022 |
SC 13G 1 alyeska-flac123121.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Frazier Lifesciences Acquisitions Corporation (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G3710A105 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filin |
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| February 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2 (Amendment No. 1)* Frazier Lifesciences Acquisition Corporation (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (the ?Shares?) (Title of |
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| February 14, 2022 |
SC 13G/A 1 tm225316d4sc13ga.htm FRAZIER LIFESCIENCES ACQUISITION CORP UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Frazier Lifesciences Acquisition Corporation (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G3710A105 (CUSIP Number) December 31 |
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| January 31, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission fil |
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| January 31, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 2) (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Period Ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commissi |
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| January 26, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): January 25, 2022 FRAZIER LIFESCIENCES ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-39765 98-1562203 (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| November 9, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to FRAZIER LIFESCIENCES ACQUISITION |
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| August 9, 2021 |
Table of Contents Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| June 3, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G*/ (Rule 13d-102) Under the Securities Exchange Act of 1934 (Amendment No. )* Frazier Lifesciences Acquisition Corporation (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G3710A105 (CUSIP Number) May 24, 2021 Date of Event Which Requires Filing of the Statement C |
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| June 3, 2021 |
EX-99.1 2 tm2118430d2ex99-1.htm EXHIBIT 99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the Class A ordinary shares of Frazier Lifesciences Acquisition Corporation, a Cayman Islands exempted company, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13 |
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| May 24, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Period Ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commissi |
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| May 24, 2021 |
EX-4.2 2 d13011dex42.htm EX-4.2 EXHIBIT 4.2 DESCRIPTION OF SECURITIES The following summary of the material terms of the securities of Frazier Lifesciences Acquisition Corporation (“we,” “us,” “our” or “the company”) is not intended to be a complete summary of the rights and preferences of such securities and is subject to and qualified by reference to our amended and restated memorandum and artic |
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| May 24, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 24, 2021 FRAZIER LIFESCIENCES ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-39765 98-1562203 (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| May 24, 2021 |
Table of Contents Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 17, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING 1-39765 (Commission File Number) (Check one): Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☒ Form 10-D ☐ Form N-SAR ☐ Form N-CSR ☐ For Period Ended: March 31, 2021 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on F |
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| March 26, 2021 |
Exhibit 4.2 DESCRIPTION OF SECURITIES The following summary of the material terms of the securities of Frazier Lifesciences Acquisition Corporation (?we,? ?us,? ?our? or ?the company?) is not intended to be a complete summary of the rights and preferences of such securities and is subject to and qualified by reference to our amended and restated memorandum and articles of association incorporated |
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| March 26, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Period Ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 001- |
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| February 16, 2021 |
SC 13G 1 tm216584d10sc13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Frazier Lifesciences Acquisition Corporation (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G3710A105 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing |
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| January 29, 2021 |
FRAZIER LIFESCIENCES ACQUISITION CORPORATION SECURITIES TO COMMENCE SEPARATE TRADING EX-99.1 2 d39828dex991.htm EX-99.1 Exhibit 99.1 FRAZIER LIFESCIENCES ACQUISITION CORPORATION SECURITIES TO COMMENCE SEPARATE TRADING MENLO PARK, Calif. (January 29, 2021) – Frazier Healthcare Partners’ special purpose acquisition corporation, Frazier Lifesciences Acquisition Corporation (Nasdaq: FLACU) (“Frazier Lifesciences Acquisition Corporation”), announced today that separate trading of its c |
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| January 29, 2021 |
Financial Statements and Exhibits, Other Events 8-K 1 d39828d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 29, 2021 Frazier Lifesciences Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-39765 98-156220 |
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| January 27, 2021 |
Exhibit 99.1 Joint Filing Agreement In accordance with Rule 13d-1(f) under the Securities and Exchange Act of 1934, the persons or entities named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the shares of the Issuer and further agree that this joint filing agreement be included as an exhibit to this Schedule |
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| January 27, 2021 |
SC 13D 1 d118739dsc13d.htm SC 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. )* Frazier Lifesciences Acquisition Corporation (Name of Issuer) Class A Ordinary Shares, $0.0001 par value (Title of Class of Securities) G371 |
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| December 17, 2020 |
Financial Statements and Exhibits, Other Events - FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 11, 2020 Frazier Lifesciences Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-39765 98-1562203 (State or other juris |
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| December 17, 2020 |
FRAZIER LIFESCIENCES ACQUISITION CORPORATION Exhibit 99.1 FRAZIER LIFESCIENCES ACQUISITION CORPORATION Report of Independent Registered Public Accounting Firm F-2 Balance Sheet F-3 Notes to Financial Statement F-4 Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Frazier Lifesciences Acquisition Corporation Opinion on the Financial Statement We have audited the accompanying balance shee |
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| December 14, 2020 |
Private Placement Units Purchase Agreement, between the Company and the Sponsor. Exhibit 10.3 PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of December 8, 2020, is entered into by and between Frazier Lifesciences Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Frazier Lifesciences Sponsor |
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| December 14, 2020 |
Exhibit 1.1 $120,000,000 12,000,000 Units Frazier Lifesciences Acquisition Corporation UNDERWRITING AGREEMENT December 8, 2020 Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, New York 10010 As Representative of the several Underwriters Ladies and Gentlemen: Frazier Lifesciences Acquisition Corporation, a Cayman Islands exempted company (the “Company”), proposes to sell to you an |
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| December 14, 2020 |
Exhibit 10.2 REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of December 8, 2020, is made and entered into by and among Frazier Lifesciences Acquisition Corporation, a Cayman Islands exempted company (the “Company”), Frazier Lifesciences Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), the undersi |
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| December 14, 2020 |
Exhibit 99.1 Frazier Lifesciences Acquisition Corporation Announces Pricing of Upsized $120 Million Initial Public Offering MENLO PARK, Calif. – December 9, 2020 – Frazier Healthcare Partners’ special purpose acquisition corporation, Frazier Lifesciences Acquisition Corporation, announced the pricing of its initial public offering of 12,000,000 units, at a price to the public of $10.00 per unit, f |
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| December 14, 2020 |
Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT THIS INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Agreement”) is made effective as of December 8, 2020 by and between Frazier Lifesciences Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”). WHEREAS, the Company’s regis |
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| December 14, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 8, 2020 Frazier Lifesciences Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-39765 98-1562203 (State or other jurisd |
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| December 14, 2020 |
Warrant Agreement, between the Company and Continental Stock Transfer & Trust Company. Exhibit 4.1 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated December 8, 2020, is by and between Frazier Lifesciences Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”). WHEREAS, it is proposed that the Company |
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| December 14, 2020 |
Administrative Services Agreement, between the Company and the Sponsor. Exhibit 10.4 December 8, 2020 Frazier Lifesciences Sponsor LLC Two Union Square 601 Union St., Suite 3200 Seattle, WA 98101 Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Frazier Lifesciences Acquis |
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| December 14, 2020 |
Amended and Restated Memorandum and Articles of Association. EX-3.1 3 tm2038295d1ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 Companies Law (as revised) Company Limited by Shares AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF FRAZIER LIFESCIENCES ACQUISITION CORPORATION Adopted by special resolution EFFECTIVE on [●], 2020 Companies Law (as revised) Company Limited by ShareS Amended and Restated Memorandum of Association of FRAZIER LIFESCIENCES ACQUISIT |
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| December 14, 2020 |
Exhibit 10.5 December 8, 2020 Frazier Lifesciences Acquisition Corporation Two Union Square 601 Union St., Suite 3200 Seattle, WA 98101 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Frazier Lifesciences Acquisition Corporation, |
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| December 10, 2020 |
$120,000,000 Frazier Lifesciences Acquisition Corporation 12,000,000 Units TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(4) Registration No. 333-250858 PROSPECTUS $120,000,000 Frazier Lifesciences Acquisition Corporation 12,000,000 Units Frazier Lifesciences Acquisition Corporation is a newly incorporated blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, sha |
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| December 9, 2020 |
S-1MEF 1 tm2038064d1s1mef.htm S-1MEF As filed with the Securities and Exchange Commission on December 8, 2020 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT Under The Securities Act of 1933 Frazier Lifesciences Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 6770 98-1562203 |
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| December 4, 2020 |
Frazier Lifesciences Acquisition Corporation Two Union Square 601 Union St., Suite 3200 Seattle, WA 98101 December 4, 2020 VIA EDGAR Office of Energy & Transportation Division of Corporation Finance U.S. Securities and Exchange Commission 100 F. Street, N.E. Washington, D.C. 20549 Attention: Irene Barberena-Meissner Re: Frazier Lifesciences Acquisition Corporation Acceleration Request for Registra |
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| December 4, 2020 |
8-A12B 1 tm2033264d58a12b.htm FORM 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Frazier Lifesciences Acquisition Corporation (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 98-1562203 (State of Incorporation or |
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| December 4, 2020 |
CORRESP 1 filename1.htm December 4, 2020 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Irene Barberena-Meissner Re: Frazier Lifesciences Acquisition Corporation Registration Statement on Form S-1 Filed November 20, 2020, as amended File No. 333-250858 Dear Ms. Barberena-Meissner: Pursuant to Rule 461 |
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| November 20, 2020 |
Warrant Agreement, between the Company and Continental Stock Transfer & Trust Company (1) Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated [●], 2020, is by and between Frazier Lifesciences Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”). WHEREAS, it is proposed that the Company enter |
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| November 20, 2020 |
Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT THIS INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Agreement”) is made effective as of [●], 2020 by and between Frazier Lifesciences Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”). WHEREAS, the Company’s registration |
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| November 20, 2020 |
Form of Indemnification Agreement. Exhibit 10.4 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [], 2020 between Frazier Lifesciences Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and [] (“Indemnitee”). WITNESSETH THAT: WHEREAS, highly competent persons have become more reluctant to serve companies and corporations as directors or in other capac |
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| November 20, 2020 |
Form of Compensation Committee Charter. Exhibit 99.3 FRAZIER LIFESCIENCES ACQUISITION CORPORATION CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS Purpose of the Committee The purposes of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Frazier Lifesciences Acquisition Corporation (the “Company”) shall be to oversee the Company’s compensation and employee benefit plans and practices, |
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| November 20, 2020 |
Form of Audit Committee Charter. Exhibit 99.1 FRAZIER LIFESCIENCES ACQUISITION CORPORATION CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS Purpose of the Committee The primary purpose of the Audit Committee (the “Committee”) shall be to act on behalf of the Board of Directors (the “Board”) of Frazier Lifesciences Acquisition Corporation (the “Company”), in (i) fulfilling the Board’s oversight responsibilities with respec |
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| November 20, 2020 |
Specimen Ordinary Share Certificate. Exhibit 4.2 SPECIMEN CLASS A ORDINARY SHARE CERTIFICATE NUMBER SHARES Frazier Lifesciences Acquisition Corporation INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS CLASS A ORDINARY SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP – G3710A 105 This certifies that is the owner of FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES OF THE PAR VALUE OF US$0.0001 EACH OF Frazier Lifesciences Acquisi |
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| November 20, 2020 |
Memorandum and Articles of Association. Exhibit 3.1 Frazier Lifesciences Acquisition Corporation Memorandum and Articles of Association Floor 4, Willow House, Cricket Square Grand Cayman KY1-9010 Cayman Islands campbellslegal.com (19178-33862) Frazier Lifesciences Acquisition Corporation Companies Law (as revised) Company Limited by Shares Memorandum of Association 1 Company Name The name of the Company is Frazier Lifesciences Acquisiti |
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| November 20, 2020 |
Form S-1 (File No. 333-250858) S-1 1 tm2033264-2s1.htm S-1 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on November 20, 2020 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Frazier Lifesciences Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands (State |
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| November 20, 2020 |
Exhibit 14 FRAZIER LIFESCIENCES ACQUISITION CORPORATION CODE OF CONDUCT AND ETHICS The Board of Directors (“Board”) of Frazier Lifesciences Acquisition Corporation (the “Company”) has adopted this Code of Conduct and Ethics (this “Code”) to provide value for our stockholders; and · To encourage honest and ethical conduct, including fair dealing and the ethical handling of actual or apparent confli |
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| November 20, 2020 |
Goodwin Procter LLP 100 Northern Avenue Boston, MA 02210 goodwinlaw.com +1 617 570 1000 November 20, 2020 VIA EDGAR Office of Energy & Transportation Division of Corporation Finance U.S. Securities and Exchange Commission 100 F. Street, N.E. Washington, D.C. 20549 Attention: Irene Barberena-Meissner Re: Frazier Lifesciences Acquisition Corporation Draft Registration Statement on Form S-1 Submitted |
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| November 20, 2020 |
Form of Nominating and Corporate Governance Committee Charter. Exhibit 99.2 FRAZIER LIFESCIENCES ACQUISITION CORPORATION CHARTER OF THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS Purpose The Nominating and Corporate Governance Committee (the “Committee”) is a committee of the Board of Directors (the “Board”) of Frazier Lifesciences Acquisition Corporation (the “Company”), established to help ensure that the Board is properly const |
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| November 20, 2020 |
Promissory Note, dated as of October 7, 2020, issued to the Sponsor. Exhibit 10.6 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| November 20, 2020 |
Exhibit 10.8 , 2020 Frazier Lifesciences Acquisition Corporation Two Union Square 601 Union St., Suite 3200 Seattle, WA 98101 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Frazier Lifesciences Acquisition Corporation, a Cayman |
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| November 20, 2020 |
Exhibit 4.1 SPECIMEN UNIT CERTIFICATE NUMBER UNITS U-[] Frazier Lifesciences Acquisition Corporation SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP – G3710A 121 UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-THIRD OF ONE REDEEMABLE WARRANT TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) Class A ordinary share, par value $0 |
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| November 20, 2020 |
Private Placement Warrants Purchase Agreement, between the Company and the Sponsor (1) Exhibit 10.3 PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of [●], 2020, is entered into by and between Frazier Lifesciences Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Frazier Lifesciences Sponsor LLC, a |
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| November 20, 2020 |
Form of Underwriting Agreement. Exhibit 1.1 $100,000,000 10,000,000 Units Frazier Lifesciences Acquisition Corporation UNDERWRITING AGREEMENT [●], 2020 Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, New York 10010 As Representative of the several Underwriters Ladies and Gentlemen: Frazier Lifesciences Acquisition Corporation, a Cayman Islands exempted company (the “Company”), proposes to sell to you and, as a |
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| November 20, 2020 |
Exhibit 4.3 [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW Frazier Lifesciences Acquisition Corporation Incorporated Under the Laws of the Cayman Islands CUSIP – G3710A 113 Warrant Certificate This Warrant Certificate certifies that [ ], or registered assigns, is the registered |
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| November 20, 2020 |
Exhibit 10.2 REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2020, is made and entered into by and among Frazier Lifesciences Acquisition Corporation, a Cayman Islands exempted company (the “Company”), Frazier Lifesciences Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), the undersigned pa |
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| November 20, 2020 |
Amended and Restated Memorandum and Articles of Association (1) EX-3.2 4 tm2033264d3ex3-2.htm EXHIBIT 3.2 Exhibit 3.2 Companies Law (as revised) Company Limited by Shares AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF FRAZIER LIFESCIENCES ACQUISITION CORPORATION Adopted by special resolution EFFECTIVE on [●], 2020 Companies Law (as revised) Company Limited by ShareS Amended and Restated Memorandum of Association of FRAZIER LIFESCIENCES ACQUISIT |
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| November 20, 2020 |
Securities Subscription Agreement, dated October 7, 2020, between the Registrant and the Sponsor. Exhibit 10.7 Frazier Lifesciences Acquisition Corporation October 7, 2020 Frazier Lifesciences Sponsor LLC RE: Securities Subscription Agreement Gentlemen: This agreement (this “Agreement”) is entered into on October 5, 2020 by and between Frazier Lifesciences Sponsor LLC, a Cayman Islands limited liability company (the “Subscriber” or “you”), and Frazier Lifesciences Acquisition Corporation, a Ca |
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| November 20, 2020 |
Administrative Services Agreement, between the Company and the Sponsor (1) Exhibit 10.5 , 2020 Frazier Lifesciences Sponsor LLC Two Union Square 601 Union St., Suite 3200 Seattle, WA 98101 Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Frazier Lifesciences Acquisition Corp |
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| October 15, 2020 |
TABLE OF CONTENTS As confidentially submitted to the Securities and Exchange Commission on October 15, 2020. |
