Frazier Life Sciences Acquisition Corp. II files S-1 for $75 million IPO

Goodwin Procter LLP and Appleby (Cayman) Ltd advised issuer Frazier Life Sciences Acquisition Corp. II, and White & Case LLP acted as counsel to the underwriters led by Jefferies LLC. Frazier Life Sciences Acquisition Corp. II, a Cayman Islands exempted company, filed a Form S-1 registration statement for an initial public offering of 7,500,000 Class A ordinary shares at $10.00 per share for gross proceeds of $75,000,000. The blank check company, formed to effect a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination, expects to trade under the proposed Nasdaq symbol FLSC. The sponsor is Frazier Life Sciences Holdings II LLC. The company expects to deposit $75,000,000, including deferred underwriting commissions, into a U.S. trust account with Continental Stock Transfer & Trust Company acting as trustee. Public shares will be subject to redemption rights in connection with an initial business combination; if no business combination is completed within 24 months from the closing of the offering, the company will redeem 100% of the public shares, subject to applicable law and the prospectus terms. The sponsor has agreed to purchase 300,000 Class A ordinary shares in a private placement at $10.00 per share for aggregate proceeds of $3,000,000. The prospectus also describes a forward purchase agreement with Frazier Life Sciences Public Fund, L.P. under which FLSPF will commit to purchase at least 2,500,000 forward purchase shares at $10.00 per share in a private placement concurrent with the company’s initial business combination, subject to investment committee approval. Jefferies LLC is named as the sole book-running manager and representative of the underwriters. The underwriting arrangement provides an underwriting discount of $0.20 per share ($1,500,000 in the aggregate) payable at closing and deferred underwriting commissions of $0.40 per share ($3,000,000 in the aggregate) payable only if the company completes a business combination. The company granted Jefferies a right of first refusal to provide certain services in connection with future financings relating to or in connection with an initial business combination. The prospectus also discloses that the initial shareholders hold founder shares that will convert into Class A ordinary shares at the time of a business combination, subject to adjustment, and describes transfer restrictions, voting arrangements for the sponsor, officers and directors, and redemption mechanics for public shareholders. The filing identifies related transactional documents including the form of underwriting agreement, memorandum and articles of association (and amended and restated versions), specimen share certificate, registration rights agreement, indemnity agreement, investment management trust agreement, letter agreement, private placement shares purchase agreement, forward purchase agreement and related exhibits. Recent sales of unregistered securities disclosed in the filing include founder shares issued to the sponsor and subsequent transfers to independent directors and the chief financial officer Fran Adams, as well as the sponsor’s commitment to purchase the private placement shares. Goodwin Procter LLP represented Frazier Life Sciences Acquisition Corp. II with a team composed by: Jocelyn Arel and Jeffrey Letalien. Appleby (Cayman) Ltd. represented Frazier Life Sciences Acquisition Corp. II with a team composed by: Alexandra Low. White & Case LLP represented the underwriters, led by Jefferies LLC, with a team composed by: Joel Rubinstein.

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Frazier Life Sciences Acquisition Corp. II files S-1 for $75 million IPO

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Frazier Life Sciences Acquisition Corp. II files S-1 for $75 million IPO

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