SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 2 )*
Frazier Lifesciences Acquisition Corporation
(Name of Issuer)
Class A Ordinary Shares, $0.0001 par value
(Title of Class of Securities)
G3710A105
(CUSIP Number)
Two Union Square
601 Union St., Suite 3200
Seattle, WA 98101
Tel: +1 (206) 621-7200
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November 22, 2022
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d 1(e), 240.13d 1(f) or 240.13d 1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. G3710A105
| 1. | Names of Reporting Persons
Frazier Lifesciences Sponsor LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Source of Funds (See Instructions)
WC | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Cayman Islands | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
0 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
0 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
0% | |||||
| 14. | Type of Reporting Person (See Instructions)
OO | |||||
CUSIP No. G3710A105
| 1. | Names of Reporting Persons
Frazier Life Sciences X, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Source of Funds (See Instructions)
WC | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
0 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
0 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
0 | |||||
| 14. | Type of Reporting Person (See Instructions)
PN | |||||
CUSIP No. G3710A105
| 1. | Names of Reporting Persons
FHMLS X, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Source of Funds (See Instructions)
AF | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
0 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
0 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
0 | |||||
| 14. | Type of Reporting Person (See Instructions)
PN | |||||
CUSIP No. G3710A105
| 1. | Names of Reporting Persons
FHMLS X, L.L.C. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Source of Funds (See Instructions)
AF | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
0 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
0 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
0 | |||||
| 14. | Type of Reporting Person (See Instructions)
OO | |||||
CUSIP No. G3710A105
| 1. | Names of Reporting Persons
James N. Topper | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Source of Funds (See Instructions)
AF | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
United States citizen | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
0 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
0 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
0 | |||||
| 14. | Type of Reporting Person (See Instructions)
IN | |||||
CUSIP No. G3710A105
| 1. | Names of Reporting Persons
Patrick J. Heron | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Source of Funds (See Instructions)
AF | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
United States Citizen | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
0 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
0 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
0 | |||||
| 14. | Type of Reporting Person (See Instructions)
IN | |||||
EXPLANATORY NOTE
This amendment (this “Amendment No. 2”) is filed on behalf of Frazier Lifesciences Sponsor LLC (the “Sponsor”), Frazier Life Sciences X, L.P., FHMLS X, L.P., FHMLS X, L.L.C., James N. Topper and Patrick J. Heron.
This Amendment No. 2 amends the Schedule 13D originally filed with the Commission on January 27, 2021, as amended by that certain Amendment No. 1 filed with the Commission on September 20, 2022 (the “Original Schedule 13D”).
All terms used, but not defined, in this Amendment No. 2 are as defined in the Original Schedule 13D. The summary descriptions (if any) contained herein of certain agreements and documents are qualified in their entirety by reference to the complete text of such agreements and documents filed as Exhibits hereto or incorporated herein by reference.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 of the Original Schedule 13D is hereby amended to add the following:
On November 22, 2022, pursuant to and subject to the terms of the Business Combination Agreement and Plan of Merger, Merger Sub merged with and into the Issuer, with the Issuer surviving the merger as a wholly-owned subsidiary of Holdco (the “Merger”). At the effective time of the Merger, each outstanding Class A Ordinary Share and Class B Ordinary Share of the Issuer was exchanged for the right to receive a corresponding ordinary share, nominal value EUR 0.12, in the share capital of Holdco (each, a “Holdco Share”). Accordingly, the Reporting Persons no longer beneficially own any securities of the Issuer.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Items 5(a), (b) and (e) of the Original Schedule 13D are hereby amended by adding the following:
By virtue of the Merger, as of November 22, 2022, the Reporting Persons no longer beneficially own Class A Ordinary Shares of the Issuer. The Reporting Persons have ceased to be beneficial owners of more than 5% of the Class A Ordinary Shares. As a result, this amendment to the Original Schedule 13D constitutes an exit filing for the Reporting Persons.
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.
Dated: November 23, 2022
FRAZIER LIFE SCIENCES SPONSOR LLC By FHMLS X, L.P., its general partner By FHMLS X, L.L.C., its general partner | ||
| By: | * | |
| James N. Topper, Managing Director | ||
| FRAZIER LIFE SCIENCES X, L.P. | ||
| By FHMLS X, L.P., its general partner | ||
| By FHMLS X, L.L.C., its general partner | ||
| By: | * | |
| James N. Topper, Managing Director | ||
FHMLS X, L.P. By FHMLS X, L.L.C., its general partner | ||
| By: | * | |
| James N. Topper, Managing Director | ||
| FHMLS X, L.L.C. | ||
| By: | * | |
| James N. Topper, Managing Director | ||
| By: | * | |
| James N. Topper | ||
| By: | * | |
| Patrick Heron | ||
| *By: | /s/ James N. Topper | |
| James N. Topper, as Attorney-in-Fact | ||
This Schedule 13D was executed by James N. Topper on behalf of the individuals listed above pursuant to a Power of Attorney, a copy of which was filed with the SEC on December 17, 2020.
