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
Exhibit No. Description
99.1 Press Release, dated December 1, 2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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