INTRODUCTORY NOTE
On November 22, 2022 (the “Closing Date”), Frazier Lifesciences Acquisition Corporation, a Cayman Islands exempted company (“FLAC”), consummated the previously announced business combination (the “Business Combination”) pursuant to the terms of the Business Combination Agreement (the “Business Combination Agreement”), dated July 25, 2022, by and among FLAC, NewAmsterdam Pharma Company B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands (“Holdco”), NewAmsterdam Pharma Holding B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands (“NewAmsterdam Pharma”) and NewAmsterdam Pharma Investment Corporation, a Cayman Islands exempted company (“Merger Sub”). In connection with the Business Combination, Holdco was converted into a Dutch public limited liability company (naamloze vennootschap), thereby changing its name to NewAmsterdam Pharma Company N.V.
Beginning on November 21, 2022 (the day immediately prior to the Closing Date) and finishing on November 23, 2022 (the day immediately after the Closing Date), the following transactions occurred pursuant to the terms of the Business Combination Agreement:
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(i) |
The shareholders of NewAmsterdam Pharma contributed all outstanding shares in the capital of NewAmsterdam Pharma to Holdco in exchange for the issuance of ordinary shares, nominal value EUR 0.12, in the share capital of Holdco (“Holdco Shares”) (the “Exchange”); |
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(ii) |
Immediately after giving effect to the Exchange, the legal form of Holdco was converted from a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) to a public limited liability company (naamloze vennootschap); |
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(iii) |
After giving effect to the Exchange, Merger Sub merged with and into FLAC (the “Merger”), with FLAC surviving the merger as a wholly owned subsidiary of Holdco (the “Surviving Company”); |
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(iv) |
In connection with the Merger, each issued and outstanding ordinary share of FLAC (each, a “FLAC Share”) was canceled and extinguished in exchange for a claim for a Holdco Share, and such claim was then contributed into Holdco against the issuance of a corresponding Holdco Share; |
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(v) |
Immediately following the Merger, each outstanding warrant to purchase a Class A ordinary share, par value $0.0001 per share, of FLAC (the “FLAC Warrants”) became a warrant to purchase one Holdco Share, on the same contractual terms (the “Holdco Warrants”); |
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(vi) |
Each NewAmsterdam Pharma option that was outstanding and unexercised (“NewAmsterdam Pharma Options”) remained outstanding, and to the extent unvested, such option will continue to vest in accordance with its applicable terms, and at the time of the Exchange, such NewAmsterdam Pharma Options became options to purchase, and will when exercised be settled in, Holdco Shares; and |
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(viii) |
On the day following the Closing Date, the Surviving Company changed its jurisdiction of incorporation by deregistering as a Cayman Islands exempted company and domesticated as a corporation incorporated under the laws of the State of Delaware (the “Domestication”). |
Also on November 22, 2022, certain investors (the “PIPE Investors”) consummated the subscription of 23,460,000 Holdco Shares at $10.00 per share for an aggregate subscription price of $234.6 million, pursuant to certain subscription agreements previously entered into among the PIPE Investors, Holdco and FLAC (the “PIPE Investment”).
Holders of 4,565,862 FLAC Class A Ordinary Shares exercised their right to redeem their shares for cash in connection with the Business Combination, at a redemption price of approximately $10.09 per share, for an aggregate redemption amount of $46.1 million.
The foregoing description of the Business Combination Agreement does not purport to be complete and is qualified in its entirety by the full text of the Business Combination Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K, and incorporated herein by reference.