| Item 1.01 | Entry into a Material Definitive Agreement |
The information set forth in the Introductory Note above is incorporated into this Item 1.01 by reference.
Warrant Assumption Agreement
Immediately prior to the consummation of the Business Combination, FLAC, Holdco, and Continental Stock Transfer & Trust Company (“Continental”) entered into a warrant assignment, assumption and amendment agreement (the “Warrant Assumption Agreement”), pursuant to which FLAC assigned to Holdco all of its rights, title, interests, liabilities and obligations in and under the Warrant Agreement, dated December 8, 2020, by and between FLAC and Continental (the “Warrant Agreement”), and the terms and conditions of such Warrant Agreement were amended and restated to, among other things, reflect the assumption of the FLAC Warrants by Holdco as described above.
The foregoing description of the Warrant Assumption Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Warrant Assumption Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and incorporated herein by reference.
| Item 1.02 | Termination of a Material Definitive Agreement |
The information set forth in the Introductory Note above is incorporated into this Item 1.02 by reference.
On the Closing Date, in connection with the consummation of the Business Combination, the following material agreements of FLAC terminated in accordance with their terms: (i) that certain Investment Management Trust Agreement, dated as of December 8, 2020, by and between FLAC and Continental, pursuant to which Continental invested the proceeds of FLAC’s initial public offering in a trust account; and (ii) that certain Administrative Services Agreement, dated as of December 8, 2020, between FLAC and Frazier Lifesciences Sponsor LLC (the “Sponsor”), pursuant to which the Sponsor provided FLAC with office space, secretarial and administrative services for $10,000 per month. In addition, on the Closing Date, as a result of the entry into the Investor Rights Agreement, that certain Registration Rights Agreement, dated December 8, 2020, by and among FLAC, the Sponsor and the former holders of the Class B ordinary shares, par value $0.0001 per share, of FLAC was terminated.
| Item 2.01 | Completion of Acquisition or Disposition of Assets |
The information set forth in the Introductory Note above is incorporated into this Item 2.01 by reference.
As previously announced, on November 15, 2022, the Business Combination was approved by the shareholders of FLAC at an extraordinary general meeting of shareholders (the “General Meeting”). The Merger was completed on November 22, 2022 and the Business Combination was completed on November 23, 2022 upon effectiveness of the Domestication.
On November 23, 2022, Holdco Shares and certain Holdco Warrants commenced trading on The Nasdaq Stock Market LLC (the “Nasdaq”) under the symbols “NAMS” and “NAMSW,” respectively.
| Item 3.01. | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
The information set forth in the Introductory Note above is incorporated into this Item 3.01 by reference.
In connection with the consummation of the Business Combination, on the Closing Date, FLAC notified Nasdaq that the Business Combination had been consummated and that the outstanding FLAC Shares and FLAC Warrants had been exchanged for Holdco Shares and Holdco Warrants, respectively. On November 22, 2022, a Form 25 was filed to delist FLAC Shares, FLAC Warrants and FLAC’s units from the Nasdaq, thereby commencing the process of delisting FLAC Shares, FLAC Warrants and FLAC’s units from Nasdaq and deregistering the securities under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
