Frazier Life Sciences II closes $75M IPO

The company has 24 months from IPO closing to complete a business combination, subject to specified earlier or later deadlines.

Rhea-AI Filing Summary

Frazier Life Sciences Acquisition Corp. II (FLSC) completed its initial public offering on October 15, 2026, selling 7,500,000 Class A ordinary shares at $10.00 per share for $75,000,000 in gross proceeds. It also completed a private placement of 300,000 Private Placement Shares at $10.00 each, generating $3,000,000 in gross proceeds.

The company placed $75,000,000 of IPO and private-placement proceeds in a U.S.-based trust account for public shareholders. Except for interest released to pay taxes and up to $100,000 of interest for liquidation and dissolution expenses, trust funds are not released to the company until an initial business combination; public shareholders may receive redemptions in specified circumstances. The company must complete a business combination within 24 months from IPO closing, unless an earlier date is approved by its board or a later date is approved by shareholders, subject to applicable law. Private Placement Shares cannot be transferred or sold until 30 days after completion of the business combination unless public shareholders approve otherwise.

8-K Event Classification

5 items: 1.01, 3.02, 5.03, 8.01, 9.01

5 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

IPO shares: 7,500,000 Class A ordinary shares IPO offering price: $10.00 per share IPO gross proceeds: $75,000,000 +5 more

8 metrics

IPO shares 7,500,000 Class A ordinary shares IPO completed October 15, 2026

IPO offering price $10.00 per share IPO completed October 15, 2026

IPO gross proceeds $75,000,000 IPO completed October 15, 2026

Private Placement Shares 300,000 shares Private placement completed October 15, 2026

Private placement price $10.00 per share Private placement completed October 15, 2026

Private placement gross proceeds $3,000,000 Private placement completed October 15, 2026

Trust account deposit $75,000,000 For the benefit of public shareholders

Business combination period 24 months From the closing of the IPO, subject to specified earlier or later dates

Key Terms

initial business combination, trust account, redemption, Private Placement Shares

4 terms

initial business combination financial

"complete its initial business combination within 24 months from the closing of the IPO"

An initial business combination is the deal in which a special-purpose acquisition company (SPAC) merges with or acquires an operating business to bring that business onto public markets. Think of the SPAC as an empty shell that raises money from investors, then uses that cash to buy a private company—this transaction turns the private company into a public one and often changes its ownership, valuation, and access to capital, so investors should watch for shifts in risk, future growth prospects, and shareholder rights.

trust account financial

"placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company"

A trust account is a special bank or brokerage account where assets are held and managed by a designated person or firm (the trustee) for the benefit of another person or group (the beneficiary). It matters to investors because it separates assets from personal or corporate funds, can protect assets, control how and when money is used, and may affect tax or legal rights—think of it as a locked drawer opened only under agreed rules.

redemption financial

"the redemption of any Class A ordinary shares included in the Shares sold in the IPO"

Redemption is when an issuer or holder settles a financial instrument by paying it off or returning it for cash, such as a bond being paid at maturity or a preferred share bought back by the company. It matters to investors because redemption changes when and how they get their money back, can cut off future income from the investment, and affects the issuer’s cash needs—think of it like a loan being paid off early or a store refunding a returned purchase.

Private Placement Shares financial

"private placement of 300,000 Private Placement Shares"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much did FLSC raise in its IPO?

FLSC completed its IPO on October 15, 2026, selling 7,500,000 Class A ordinary shares at $10.00 per share for $75,000,000 in gross proceeds.

How large was FLSC's private placement?

FLSC completed a private placement of 300,000 Private Placement Shares at $10.00 per share, generating $3,000,000 in gross proceeds. The shares are identical to those issued in the IPO.

When must FLSC complete a business combination?

FLSC must complete an initial business combination within 24 months from the closing of the IPO, or by an earlier date approved by its board. Shareholders may approve a later date, subject to applicable law.

When can FLSC's private placement shares be transferred or sold?

The Private Placement Shares cannot be transferred or sold until 30 days after completion of the initial business combination, unless approved by the company's public shareholders.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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): October 13, 2026

Frazier Life Sciences Acquisition Corp. II

(Exact name of registrant as specified in its charter)

Cayman Islands		001-43504		98-1964369
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

1001 Page Mill Road, Building 4, Suite 200B Palo Alto, CA		93404
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (650) 325-5156

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
Class A ordinary shares, par value $0.0001 per share		FLSC		The Nasdaq Stock 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 ☒

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. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On October 13, 2026, the Registration Statement on Form S-1 (File No. 333-299101) (the “Registration Statement”) relating to the initial public offering (the “IPO”) of Frazier Life Sciences Acquisition Corp. II (the “Company”) was declared effective by the U.S. Securities and Exchange Commission.

On October 15, 2026, the Company consummated the IPO of 7,500,000 Class A ordinary shares, $0.0001 par value per share (the “Shares”). The Shares were sold at an offering price of $10.00 per Share, generating gross proceeds to the Company of $75,000,000.

Further, in connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Registration Statement:

• an Underwriting Agreement, dated October 13, 2026, by and between the Company and Jefferies LLC, as representative of the underwriters named on Schedule A attached thereto, which contains customary representations and warranties and indemnification of the underwriters by the Company;

• an Investment Management Trust Agreement, dated October 13, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee, which establishes the trust account that will hold the net proceeds of the IPO and certain of the proceeds of the sale of the Private Placement Shares (as defined below), and sets forth the responsibilities of the trustee, the procedures for withdrawal and direction of funds from the trust account, and indemnification of the trustee by the Company under the agreement;

• a Registration Rights Agreement, dated October 13, 2026, by and among the Company, Frazier Life Sciences Holdings II, LLC (the “Sponsor”) and certain officers and directors of the Company (together with the Sponsor, the “Initial Holders”), which provides for customary demand and piggy-back registration rights for the Initial Holders;

• a Private Placement Shares Purchase Agreement, dated October 13, 2026, by and between the Company and the Sponsor, pursuant to which the Sponsor agreed to purchase 300,000 Class A ordinary shares (the “Private Placement Shares”) at an offering price of $10.00 per Private Placement Share, for additional gross proceeds to the Company of $3,000,000;

• a Forward Purchase Agreement, dated October 13, 2026, by and between the Company and Frazier Life Sciences Public Fund, L.P. (“FLSPF”), pursuant to which FLSPF committed that it will purchase a minimum of 2,500,000 Class A ordinary shares for $10.00 per share, or a minimum aggregate purchase price of $25,000,000, in a private placement that will close concurrently with the closing of the initial business combination;

• Indemnification Agreements, each dated October 13, 2026, by and between the Company and each of the officers and directors of the Company, pursuant to which the Company has agreed to indemnify each officer and director of the Company against certain claims that may arise in their roles as officers and directors of the Company; and

• a Letter Agreement, dated October 13, 2026, by and among the Company, the Sponsor, and each director and officer of the Company, pursuant to which the Sponsor, each of directors and officers of the Company have agreed to vote any Class B ordinary shares, $0.0001 par value per share, of the Company and any Class A ordinary shares held by him, her or it in favor of the Company’s initial business combination; to facilitate the liquidation and winding up of the Company if an initial business combination is not consummated within the time period set forth in the Company’s charter; to certain transfer restrictions with respect to the Company’s securities; to certain indemnification obligations of the Sponsor; and the Company has agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of the Sponsor.

The above descriptions are qualified in their entirety by reference to the full text of the applicable agreement, each of which is incorporated by reference herein and filed herewith as Exhibits 1.1, 10.1, 10.2, 10.3, 10.4, 10.5, and 10.6 respectively.

Item 3.02. Unregistered Sales of Equity Securities.

On October 15, 2026, simultaneously with the consummation of the IPO and the issuance and sale of the Shares, the Company consummated the private placement of 300,000 Private Placement Shares at a price of $10.00 per Private Placement Share for gross proceeds to the Company of $3,000,000. The Private Placement Shares are identical to the Shares issued in the IPO. The Private Placement Shares are not transferable or salable until 30 days after the completion of the Company’s initial business combination, unless approved by the Company’s public shareholders. The Private Placement Shares have been issued pursuant to, and are governed by the Private Placement Shares Purchase Agreement, filed herewith as Exhibit 10.3. No underwriting discounts or commissions were paid with respect to the Private Placement. The issuance of the Private Placement Shares was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.

On October 13, 2026, the Company adopted its Amended and Restated Memorandum and Articles of Association (the “Amended Charter”), effective the same day. The terms of the Amended Charter are set forth in the Registration Statement and are incorporated herein by reference. A copy of the Amended Charter is attached as Exhibit 3.1 hereto and incorporated herein by reference.

Item 8.01. Other Events.

Of the gross proceeds from the IPO and the Private Placement, a total of $75,000,000 was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, as trustee, for the benefit of the Company’s public shareholders. Except with respect to interest earned on the funds in the trust account that may be released to the Company to pay its taxes, if any, and up to $100,000 of interest that may be used to pay liquidation and dissolution expenses, the proceeds from the IPO and the sale of the Private Placement Shares held in the trust account will not be released from the trust account (1) to the Company until the completion of its initial business combination or (2) to the Company’s public shareholders, until the earliest of: (a) the completion of the Company’s initial business combination, and then only in connection with those Class A ordinary shares that such shareholders properly elect to redeem, subject to certain limitations, (b) the redemption of any Class A ordinary shares included in the Shares sold in the IPO (“public shares”) properly tendered in connection with a (i) shareholder vote to amend the Company’s then-current amended and restated memorandum and articles of association to modify the substance or timing of its obligation to provide holders of the public shares the right to have their shares redeemed or redeem 100% of the public shares if the Company does not complete its initial business combination within 24 months from the closing of the IPO or such earlier date as the board of directors of the Company (the “Board”) may approve or (ii) with respect to any other provision relating to the rights of holders of the public shares or pre-initial business combination activity, and (c) the redemption of the public shares if the Company has not completed its initial business combination within 24 months from the closing of the IPO or such earlier date as the Board may approve, or such later date as may be approved by the Company’s shareholders, subject to applicable law.

On October 13, 2026, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 hereto and incorporated herein by reference.

On October 15, 2026, the Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 hereto and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

EXHIBIT INDEX

Exhibit No.		Description
1.1		Underwriting Agreement, by and between the Company and Jefferies LLC, dated October 13, 2026.
3.1		Amended and Restated Memorandum and Articles of Association of the Company.
10.1		Investment Management Trust Agreement, by and between the Company and Continental Stock Transfer & Trust Company, dated October 13, 2026.
10.2		Registration Rights Agreement, by and among the Company, the Sponsor, and certain officers and directors of the Company, dated October 13, 2026.
10.3		Private Placement Shares Purchase Agreement, by and between the Company and the Sponsor, dated October 13, 2026.
10.4		Forward Purchase Agreement, by and between the Company and Frazier Life Sciences Public Fund, L.P., dated October 13, 2026.
10.5		Form of Indemnity Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-1 (File No. 333-299101) filed on September 24, 2026).
10.6		Letter Agreement, by and among the Company, the Sponsor, and each director and officer of the Company, dated October 13, 2026.
99.1		Pricing Press Release, dated October 13, 2026.
99.2		Closing Press Release, dated October 15, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: October 15, 2026		Frazier Life Sciences Acquisition Corp. II
		By:		/s/ Albert Cha
				Name:		Albert Cha, M.D., Ph.D.
				Title:		Chief Executive Officer

Exhibit 99.1

Frazier Life Sciences Acquisition Corp. II Announces Pricing of $75,000,000 Initial Public Offering

Palo Alto, CA, October 13, 2026 – Frazier Life Sciences Acquisition Corp. II (the “Company”), a special purpose acquisition company, announced today that it priced its initial public offering of 7,500,000 Class A ordinary shares at a price of $10.00 per share. The Class A ordinary shares will be listed on The Nasdaq Capital Market and trade under the ticker symbol “FLSC” beginning on October 14, 2026. The offering is expected to close on October 15, 2026, subject to customary closing conditions.

The Company was formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The Company is sponsored by Frazier Life Sciences Holdings II, LLC, an affiliate of Frazier Life Sciences Management, L.P., and is led by Chief Executive Officer Albert Cha, M.D., Ph.D., Chairman of the Board of Directors Ben Palleiko, and Chief Business Officer Kevin Li, M.D. While the Company may pursue an acquisition opportunity in any business, industry, sector or geographical location, it intends to capitalize on the experience and ability of its management team to identify promising opportunities in the biotechnology sector, with the goal of financing a company that can develop important new therapies for patients while creating value for shareholders.

Jefferies is acting as the sole book-running manager for the offering.

The offering is being made only by means of a prospectus. Copies of the prospectus may be obtained from Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, 2nd Floor, New York, NY 10022, or by telephone at 877-821-7388 or by email at Prospectus_Department@Jefferies.com, or by accessing the Securities and Exchange Commission’s (the “SEC”) website, www.sec.gov.

A registration statement relating to these securities has been declared effective by the SEC on October 13, 2026. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS

This press release contains statements that constitute “forward-looking statements,” including with respect to the expected closing of the proposed initial public offering and the Company’s search for an initial business combination. No assurance can be given that the offering discussed above will be completed on the terms described above, or at all, or that, if completed, the proceeds of the offering will be used as indicated. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement for the initial public offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

Contact

Kevin Li, M.D.

Chief Business Officer

1001 Page Mill Road,

Building 4, Suite 200B

Palo Alto, CA 93404

Tel.: (650) 325-5156

Email: KL@frazierls.com

Exhibit 99.2

Frazier Life Sciences Acquisition Corp. II Announces Completion of $75,000,000 Initial Public Offering

Palo Alto, CA, October 15, 2026 – Frazier Life Sciences Acquisition Corp. II (the “Company”), a special purpose acquisition company, announced today the closing of its initial public offering of 7,500,000 Class A ordinary shares at a price of $10.00 per share. The Class A ordinary shares are listed on The Nasdaq Capital Market and began trading under the ticker symbol “FLSC” as of October 14, 2026.

The Company was formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. The Company is sponsored by Frazier Life Sciences Holdings II, LLC, an affiliate of Frazier Life Sciences Management, L.P., and is led by Chief Executive Officer Albert Cha, MD, PhD, Chairman of the Board of Directors Ben Palleiko, and Chief Business Officer Kevin Li, M.D. While the Company may pursue an acquisition opportunity in any business, industry, sector or geographical location, it intends to capitalize on the experience and ability of its management team to identify promising opportunities in the biotechnology sector, with the goal of financing a company that can develop important new therapies for patients while creating value for shareholders.

Jefferies acted as the sole book-running manager for the offering.

The offering was made only by means of a prospectus. Copies of the prospectus may be obtained from Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, 2nd Floor, New York, NY 10022, or by telephone at 877-821-7388 or by email at Prospectus_Department@Jefferies.com, or by accessing the Securities and Exchange Commission’s (the “SEC”) website, www.sec.gov.

A registration statement relating to these securities was declared effective by the SEC on October 13, 2026. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS

This press release contains statements that constitute “forward-looking statements,” including with respect to the Company’s search for an initial business combination. No assurance can be given that the proceeds of the offering will be used as indicated. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement for the initial public offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

Contact

Kevin Li, M.D.

Chief Business Officer

1001 Page Mill Road,

Building 4, Suite 200B

Palo Alto, CA 93404

Tel.: (650) 325-5156

Email: KL@frazierls.com

Filing Exhibits & Attachments

12 documents

Press Releases

• EX-99.1 EX-99.1 5.6 KB
• EX-99.2 EX-99.2 5.3 KB

Agreements & Contracts

• EX-10.1 EX-10.1 75.7 KB
• EX-10.2 EX-10.2 101.6 KB
• EX-10.3 EX-10.3 29.5 KB
• EX-10.4 EX-10.4 58.6 KB
• EX-10.6 EX-10.6 38.6 KB

Other Documents

• EX-1.1 EX-1.1 190.9 KB
• EX-3.1 EX-3.1 324.4 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 19.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 12.3 KB