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8-KAccepted Oct 15, 4:23 PM ET

Frazier Life Sciences Acquisition Corp. II: completes IPO, raises $75,000,000

FLSCFrazier Life Sciences Acquisition Corp. II

Accepted (ET)

4:23 PM

Oct 15, 2026

Filed

Oct 15, 2026

Documents

21

Size

1.2 MB

Summary

Frazier Life Sciences Acquisition Corp. II: completes IPO, raises $75,000,000

Updated

What happened

  • The filing reports that the company’s Registration Statement on Form S-1 was declared effective on Oct 13, 2026 and that the company consummated its initial public offering on Oct 15, 2026. The company sold 7,500,000 Class A ordinary shares at $10.00 per share for gross proceeds of $75,000,000.
  • The filing reports that, simultaneously with the IPO on Oct 15, 2026, the company consummated a private placement under which the sponsor purchased 300,000 Class A ordinary shares at $10.00 per share for gross proceeds of $3,000,000. The filing also reports that the company entered into a series of agreements related to the IPO, including an underwriting agreement with Jefferies LLC, an investment management trust agreement with Continental Stock Transfer & Trust Company, a registration rights agreement, a private placement shares purchase agreement, a forward purchase agreement with Frazier Life Sciences Public Fund, L.P., indemnification agreements, and a letter agreement.

Key details

  • IPO: 7,500,000 Class A ordinary shares at $10.00 per share, generating $75,000,000 in gross proceeds; registration statement declared effective Oct 13, 2026; IPO consummated Oct 15, 2026.
  • Private placement: 300,000 Private Placement Shares at $10.00 per share for $3,000,000, issued pursuant to an exemption under Section 4(a)(2) of the Securities Act; Private Placement Shares not transferable or salable until 30 days after completion of the initial business combination absent approval.
  • Forward purchase: Frazier Life Sciences Public Fund, L.P. committed to purchase a minimum of 2,500,000 Class A ordinary shares at $10.00 per share (minimum aggregate purchase price of $25,000,000) in a private placement to close concurrently with the initial business combination.
  • Trust account: Of the gross proceeds from the IPO and the private placement, $75,000,000 was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company; interest exceptions include amounts to pay taxes and up to $100,000 to pay liquidation and dissolution expenses. Release conditions for funds are described in the filing, including completion of an initial business combination or redemption rights tied to shareholder votes and a 24-month time limit.

Why it may matter

  • The filing reports Item 1.01 (entry into material definitive agreements related to the IPO and financing), Item 3.02 (unregistered sale of the private placement shares), Item 5.03 (adoption of the amended and restated memorandum and articles of association effective Oct 13, 2026), and Item 8.01 (funding of the trust account and related release conditions).
  • The filing describes the agreements and financing amounts but does not explain the company’s business plans or reasons for these actions. The filing does not show why the insider traded or why the company acted.

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