Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
December 01 2021 - 11:54AM
Edgar (US Regulatory)
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):
December 1, 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,
California
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94939
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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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☒
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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 8.01. Other Events.
On December 1, 2021, FS Development Corp. II,
a Delaware corporation (the “Company”), issued a press release announcing that its registration statement on Form S-4 (File
No. 333-258442 (as amended, the “Registration Statement”), relating to the previously announced business combination (the
“Business Combination”) with Pardes Biosciences, Inc. (“Pardes”), has been declared effective by the U.S. Securities
and Exchange Commission (“SEC”) and that it has commenced mailing the definitive proxy statement/prospectus relating to the
special meeting (the “Special Meeting”) of the Company’s stockholders to be held on December 23, 2021 in connection
with the Business Combination. The proxy statement/prospectus is being mailed to the Company’s stockholders of record as of the
close of business on November 18, 2021 (the “Record Date”). Notice of the Special Meeting is first being mailed on or about
December 1, 2021 to stockholders of record as of the Record Date.
A copy of the press release is attached as Exhibit
99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Important Information About the Business
Combination and Where to Find It
A full description of the terms of the Business
Combination are provided in the Registration Statement, which include a prospectus with respect to the securities of the combined entity
to be issued in connection with the Business Combination and a proxy statement with respect to the Special Meeting. The Company urges
its investors, stockholders and other interested persons to read the definite proxy statement/prospectus included in the Registration
Statement, as well as other documents filed with the SEC, because these documents contain important information about the
Company, Pardes and the Business Combination. The Registration Statement was declared effective by the SEC on December 1, 2021 and the
definitive proxy statement/prospectus and other relevant documents will be mailed to the Company’s stockholders of record as of
the Record Date. Stockholders may also obtain a copy of the definitive 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 definitive proxy statement/prospectus can also be obtained, without charge, at the SEC’s website at 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 Business Combination under the
rules of the SEC. A list of the names of those directors and executive officers and a description of their interests in the Company is
contained in the definitive proxy statement/prospectus included in the Registration Statement 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.
No Offer or Solicitation
This Current Report on Form 8-K is not a proxy
statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the 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 such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements
of the Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits.
(d) 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: December 1, 2021
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