UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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):
November 18, 2021
FS DEVELOPMENT CORP. II
(Exact name of registrant as specified in its
charter)
Delaware
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001-40067
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85-2696306
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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900 Larkspur Landing Circle, Suite 150
Larkspur, CA 94939
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94111
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(Address of principal executive offices)
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(Zip Code)
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(415) 877-4887
(Registrant’s telephone number, including
area code)
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box
below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b)
of the Act:
Title of each class
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Trading Symbols
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Name of each exchange on which registered
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Class A common stock, par value $0.0001 per share
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FSII
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The Nasdaq Capital Market
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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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 13(a) of the Exchange Act.
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Item 7.01 Regulation FD Disclosure.
This Current Report on Form
8-K (this “Current Report”) is being furnished by FS Development Corp. II (the “Company”),
to the U.S. Securities and Exchange Commission (the “SEC”) for the sole purpose of furnishing, as Exhibit 99.1
to this Current Report, an investor presentation of Pardes Biosciences, Inc. (“Pardes”) (the “Investor
Presentation”).
The foregoing (including Exhibit
99.1) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities Exchange
Act of 1934 (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor will it be
deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”)
or the Exchange Act.
Important Information About the Business Combination and Where
to Find It
In connection with the merger
agreement, dated June 29, 2021, entered into by and among the Company, Orchard Merger Sub, Inc., Pardes and Shareholder Representative
Services LLC in connection with the business combination (the “Merger Agreement”), the Company has filed with
the SEC a registration statement on Form S-4, which includes a description of the terms of the business and includes a prospectus with
respect to the combined company’s securities to be issued in connection with the business combination and a proxy statement with
respect to the shareholder meeting of the Company to vote on the business combination. Before making a voting decision, investors,
shareholders and other interested persons of the Company are urged to read the preliminary proxy statement/prospectus as well as other
documents filed with the SEC because these documents will contain important information about the Company, Pardes and the business combination.
After the registration statement is declared effective, the definitive proxy statement/prospectus to be included in the registration statement
will be mailed to shareholders of the Company as of a record date to be established for voting on the proposed business combination. Once
available, shareholders will also be able to obtain a copy of the Form S-4, including the proxy statement/prospectus, and other documents
filed with the SEC without charge, by directing a request to: FS Development Corp. II, Attn: Secretary, 900 Larkspur Landing Circle, Suite
150, Larkspur, California 94939. The preliminary and definitive proxy statement/prospectus included in the registration statement can
also be obtained, without charge, at the SEC’s website (www.sec.gov).
Participants in the Solicitation
The Company and Pardes and
their respective directors and executive officers may be considered participants in the solicitation of proxies with respect to the proposed
business combination described in this Current Report under the rules of the SEC. Information about the directors and executive officers
of the Company is set forth in the filed registration statement on Form S-4 containing the proxy statement/prospectus for the proposed
business combination, and is available free of charge at the SEC’s website at www.sec.gov or by directing a request to: FS Development
Corp. II, Attn: Secretary, 900 Larkspur Landing Circle, Suite 150, Larkspur, California 94939.
Forward-Looking Statements
This Current Report contains
forward-looking statements that are based on beliefs and assumptions and on information currently available. In some cases, you can identify
forward-looking statements by the following words: “may,” “will,” “could,” “would,” “should,”
“expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,”
“predict,” “project,” “potential,” “continue,” “ongoing” or the negative of
these terms or other comparable terminology, although not all forward-looking statements contain these words. These statements involve
risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to be materially
different from the information expressed or implied by these forward-looking statements. Although we believe that we have a reasonable
basis for each forward-looking statement contained in this Current Report, we caution you that these statements are based on a combination
of facts and factors currently known by us and our projections of the future, about which we cannot be certain. Forward-looking statements
in this Current Report include, but are not limited to, statements regarding the proposed business combination, including the timing and
structure of the business combination, the proceeds of the business combination, the initial market capitalization of New Pardes and the
benefits of the business combination, as well as statements about the potential attributes and benefits of Pardes’ product candidates
and the format and timing of Pardes’ product development activities and clinical trials. We cannot assure you that the forward-looking
statements in this Current Report will prove to be accurate. These forward-looking statements are subject to a number of significant risks
and uncertainties that could cause actual results to differ materially from expected results, including, among others, the ability to
complete the business combination due to the failure to obtain approval from the Company’s shareholders or satisfy other closing
conditions in the Merger Agreement, the occurrence of any event that could give rise to the termination of the Merger Agreement, the ability
to recognize the anticipated benefits of the business combination, the outcome of any legal proceedings that may be instituted against
the Company or Pardes, development of competing therapeutic treatments for COVID-19 on Pardes’ business and/or the ability of the
parties to complete the business combination, the ability to obtain or maintain the listing of the Company’s common stock on Nasdaq
following the proposed business combination, costs related to the proposed business combination, changes in applicable laws or regulations,
the possibility that the Company or Pardes may be adversely affected by other economic, business, and/or competitive factors, and other
risks and uncertainties, including those included under the header “Risk Factors” in the registration statement on Form S-4
filed by the Company with the SEC and those included under the header “Risk Factors” in the final prospectus of the Company
related to its initial public offering. Most of these factors are outside the Company’s and Pardes’ control and are difficult
to predict. Furthermore, if the forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant
uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any
other person that we will achieve our objectives and plans in any specified time frame, or at all. The forward-looking statements in this
Current Report represent our views as of the date of this Current Report. We anticipate that subsequent events and developments will cause
our views to change. However, while we may elect to update these forward-looking statements at some point in the future, we have no current
intention of doing so except to the extent required by applicable law. You should, therefore, not rely on these forward-looking statements
as representing our views as of any date subsequent to the date of this Current Report.
No Offer or Solicitation
This Current Report is not
a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed business
combination and shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale
of securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification
under the securities laws of any such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting
the requirements of the Securities Act.
Item 9.01 Financial Statements and Exhibits.
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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FS Development Corp. II
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By:
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/s/ Dennis Ryan
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Name:
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Dennis Ryan
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Title:
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Chief Financial Officer
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Dated: November 18, 2021
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