FS Development Corp. II Announces Effectiveness of Registration Statement for Proposed Business Combination with Pardes Special Meeting Scheduled for December 23, 2021
December 01 2021 - 11:38AM
Business Wire
FS Development Corp. II, a Delaware corporation (the
“Company”) (Nasdaq: FSII), announced today 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 being mailed on December 1, 2021 to
stockholders of record as of the Record Date.
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 (as amended, 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. The definitive proxy statement/prospectus included
in the registration statement is being mailed to shareholders of
the Company of record as of the Record Date. 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 communication 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 communication 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 communication, 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 communication 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
the Company immediately following consummation of the Business
Combination 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
communication 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 communication represent
our views as of the date of this communication. 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 communication.
No Offer or Solicitation
This communication 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20211201005851/en/
Pardes Investor Contact:
Laurence Watts Gilmartin Group (619) 916-7620
laurence@gilmartinir.com
Stephen Jasper Gilmartin Group (858) 525-2047
stephen@gilmartinir.com
Pardes Media Contact:
Sophia Patel Pardes Biosciences (415) 306-1776
media@pardesbio.com
FSII Contact:
Foresite Capital Cindy Mesaros 415-413-7627
press@foresitecapital.com
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