Frazier Life Sciences Acquisition Corp. II

false 0002153598 --12-31 0002153598 2026-10-13 2026-10-13 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): October 13, 2026 Frazier Life Sciences Acquisition Corp. II (Exact name of registrant as specified in its charter) Cayman Islands 001-43504 98-1964369 (State or other jurisdiction of incorporation or organization) (Commission File Number) (I.R.S. Employer Identification Number) 1001 Page Mill Road , Building 4 , Suite 200B Palo Alto , CA 93404 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (650) 325-5156 Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Class A ordinary shares, par value $0.0001 per share FLSC The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. Emerging growth company ☒ 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. ☐ Item 1.01. Entry into a Material Definitive Agreement. On October 13, 2026, the Registration Statement on Form S-1 (File No. 333-299101) (the “Registration Statement”) relating to the initial public offering (the “IPO”) of Frazier Life Sciences Acquisition Corp. II (the “Company”) was declared effective by the U.S. Securities and Exchange Commission. On October 15, 2026, the Company consummated the IPO of 7,500,000 Class A ordinary shares, $0.0001 par value per share (the “Shares”). The Shares were sold at an offering price of $10.00 per Share, generating gross proceeds to the Company of $75,000,000. Further, in connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Registration Statement: • an Underwriting Agreement, dated October 13, 2026, by and between the Company and Jefferies LLC, as representative of the underwriters named on Schedule A attached thereto, which contains customary representations and warranties and indemnification of the underwriters by the Company; • an Investment Management Trust Agreement, dated October 13, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee, which establishes the trust account that will hold the net proceeds of the IPO and certain of the proceeds of the sale of the Private Placement Shares (as defined below), and sets forth the responsibilities of the trustee, the procedures for withdrawal and direction of funds from the trust account, and indemnification of the trustee by the Company under the agreement; • a Registration Rights Agreement, dated October 13, 2026, by and among the Company, Frazier Life Sciences Holdings II, LLC (the “Sponsor”) and certain officers and directors of the Company (together with the Sponsor, the “Initial Holders”), which provides for customary demand and piggy-back registration rights for the Initial Holders; • a Private Placement Shares Purchase Agreement, dated October 13, 2026, by and between the Company and the Sponsor, pursuant to which the Sponsor agreed to purchase 300,000 Class A ordinary shares (the “Private Placement Shares”) at an offering price of $10.00 per Private Placement Share, for additional gross proceeds to the Company of $3,000,000; • a Forward Purchase Agreement, dated October 13, 2026, by and between the Company and Frazier Life Sciences Public Fund, L.P. (“FLSPF”), pursuant to which FLSPF committed that it will purchase a minimum of 2,500,000 Class A ordinary shares for $10.00 per share, or a minimum aggregate purchase price of $25,000,000, in a private placement that will close concurrently with the closing of the initial business combination; • Indemnification Agreements, each dated October 13, 2026, by and between the Company and each of the officers and directors of the Company, pursuant to which the Company has agreed to indemnify each officer and director of the Company against certain claims that may arise in their roles as officers and directors of the Company; and • a Letter Agreement, dated October 13, 2026, by and among the Company, the Sponsor, and each director and officer of the Company, pursuant to which the Sponsor, each of directors and officers of the Company have agreed to vote any Class B ordinary shares, $0.0001 par value per share, of the Company and any Class A ordinary shares held by him, her or it in favor of the Company’s initial business combination; to facilitate the liquidation and winding up of the Company if an initial business combination is not consummated within the time period set forth in the Company’s charter; to certain transfer restrictions with respect to the Company’s securities; to certain indemnification obligations of the Sponsor; and the Company has agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of the Sponsor. The above descriptions are qualified in their entirety by reference to the full text of the applicable agreement, each of which is incorporated by reference herein and filed herewith as Exhibits 1.1, 10.1, 10.2, 10.3, 10.4, 10.5, and 10.6 respectively. Item 3.02. Unregistered Sales of Equity Securities. On October 15, 2026, simultaneously with the consummation of the IPO and the issuance and sale of the Shares, the Company consummated the private placement of 300,000 Private Placement Shares at a price of $10.00 per Private Placement Share for gross proceeds to the Company of $3,000,000. The Private Placement Shares are identical to the Shares issued in the IPO. The Private Placement Shares are not transferable or salable until 30 days after the completion of the Company’s initial business combination, unless approved by the Company’s public shareholders. The Private Placement Shares have been issued pursuant to, and are governed by the Private Placement Shares Purchase Agreement, filed herewith as Exhibit 10.3. No underwriting discounts or commissions were paid with respect to the Private Placement. The issuance of the Private Placement Shares was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year. On October 13, 2026, the Company adopted its Amended and Restated Memorandum and Articles of Association (the “Amended Charter”), effective the same day. The terms of the Amended Charter are set forth in the Registration Statement and are incorporated herein by reference. A copy of the Amended Charter is attached as Exhibit 3.1 hereto and incorporated herein by reference. Item 8.01. Other Events. Of the gross proceeds from the IPO and the Private Placement, a total of $75,000,000 was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, as trustee, for the benefit of the Company’s public shareholders.