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): December 11, 2020
Frazier Lifesciences Acquisition Corporation
(Exact name of registrant as specified in its charter)
| Cayman Islands | | 001-39765 | | 98-1562203 |
(State or other jurisdiction of
incorporation or organization) | | (Commission File Number) | | (I.R.S. Employer Identification
Number) |
Two Union Square 601 Union St., Suite 3200 Seattle, WA 98101 | | 98101 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (206) 621-7200
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 |
Units, each consisting of one Class A
ordinary share, $0.0001 par value,
and one-third of a redeemable
Warrant to acquire one Class A
ordinary shares
| | FLACU | | The Nasdaq Capital Market LLC |
Class A ordinary shares included as
part of the Units
| | FLAC | | The Nasdaq Capital Market LLC |
Redeemable warrants to acquire one
Class A ordinary share included as
part of the Units | | FLACW | | The Nasdaq Capital 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 x
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. ¨
On December 11, 2020, Frazier Lifesciences Acquisition Corporation (the “Company”) consummated an initial public offering (the “IPO”) of 13,800,000 units (the “Public Units”) at an offering price of $10.00 per Public Unit and a private placement with Frazier Lifesciences Sponsor LLC (the “Sponsor”) of 501,000 private placement units (the “Private Placement Units” and together with the Public Units, the “Units”) at a purchase price of $10.00 per Private Placement Unit (the “Private Placement”). Each Unit consists of one of the Company’s Class A ordinary shares, $0.0001 par value per share (the “Class A Ordinary Shares”), and one-third of one redeemable warrant (the “Warrants”), each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share at an exercise price of $11.50 per share, subject to adjustment. The net proceeds from the IPO, together with certain of the proceeds from the Private Placement, of $138,000,000 in the aggregate (the “Offering Proceeds”), were placed in a U.S.-based trust account at J.P. Morgan Chase Bank, N.A., established for the benefit of the Company’s public shareholders and the underwriters of the IPO, with Continental Stock Transfer & Trust Company, acting as trustee.
An audited balance sheet as of December 11, 2020 reflecting receipt of the Offering Proceeds has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K.
| | Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
EXHIBIT INDEX
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: December 17, 2020
| | Frazier Lifesciences Acquisition Corporation |
| | |
| | By: | /s/ James N. Topper |
| | Name: | James N. Topper |
| | Title: | Chief Executive Officer |
