--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-22-292061" form_type: "8-K" ticker: null cik: "0001828326" company_name: "Frazier Lifesciences Acquisition Corp" filed_at: "2022-11-23T23:59:59+00:00" generated_at: "2026-06-21T13:32:29.483955+00:00" event_type: "m_and_a" sentiment: "positive" materiality_score: 0.9 calibrated_materiality_score: 0.9 confidence: "high" source: SEC EDGAR --- # NewAmsterdam Pharma begins trading as NAMS after $328M SPAC merger with FLAC ## Summary - Gross proceeds of ~$328M from trust ($93M) and upsized PIPE ($235M) extend cash runway into 2026. - FLAC shareholders redeemed ~32% of shares (4.57M shares, ~$46.1M) prior to merger close. - Lead asset obicetrapib in Phase 3; BROADWAY and BROOKLYN data expected in 2024, PREVAIL CVOT in 2026. - Michael Davidson remains CEO; former FLAC directors resigned; new board appointed post-merger. - FLAC securities delisted; combined company's shares and warrants begin trading on Nasdaq as NAMS and NAMSW. ## SEC filing metadata - accession: 0001193125-22-292061 - form_type: 8-K - cik: 0001828326 - company_name: Frazier Lifesciences Acquisition Corp - filed_at: 2022-11-23T23:59:59+00:00 - event_type: m_and_a - sentiment: positive - materiality_score: 0.9 - calibrated_materiality_score: 0.9 - confidence: high - sec_items: 1.01, 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 7.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1828326/000119312522292061/0001193125-22-292061-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1828326/000119312522292061/d426932d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-22-292061 - JSON: https://secwatch.observer/filing/0001193125-22-292061.json - Plain text: https://secwatch.observer/filing/0001193125-22-292061.txt ## Key facts - Executive change Michael Davidson was appointed as President at Frazier Lifesciences Acquisition Corp. - Action: appointed - Role: President source text: Michael Davidson was appointed President, Douglas Kling was appointed Vice President, Louise Kooij was appointed Treasurer, and Jim Jacobson was appointed Secretary evidence_url: https://www.sec.gov/Archives/edgar/data/1828326/000119312522292061/0001193125-22-292061-index.htm - Executive change Michael Davidson was appointed as Director at Frazier Lifesciences Acquisition Corp. - Action: appointed - Role: Director source text: Michael Davidson, Douglas Kling and Louise Kooij being appointed as the directors thereof. evidence_url: https://www.sec.gov/Archives/edgar/data/1828326/000119312522292061/0001193125-22-292061-index.htm - Executive change Douglas Kling was appointed as Director at Frazier Lifesciences Acquisition Corp. - Action: appointed - Role: Director source text: Michael Davidson, Douglas Kling and Louise Kooij being appointed as the directors thereof. evidence_url: https://www.sec.gov/Archives/edgar/data/1828326/000119312522292061/0001193125-22-292061-index.htm - Executive change Louise Kooij was appointed as Treasurer at Frazier Lifesciences Acquisition Corp. - Action: appointed - Role: Treasurer source text: Michael Davidson was appointed President, Douglas Kling was appointed Vice President, Louise Kooij was appointed Treasurer, and Jim Jacobson was appointed Secretary evidence_url: https://www.sec.gov/Archives/edgar/data/1828326/000119312522292061/0001193125-22-292061-index.htm - Executive change Douglas Kling was appointed as Vice President at Frazier Lifesciences Acquisition Corp. - Action: appointed - Role: Vice President source text: Michael Davidson was appointed President, Douglas Kling was appointed Vice President, Louise Kooij was appointed Treasurer, and Jim Jacobson was appointed Secretary evidence_url: https://www.sec.gov/Archives/edgar/data/1828326/000119312522292061/0001193125-22-292061-index.htm - Executive change Louise Kooij was appointed as Director at Frazier Lifesciences Acquisition Corp. - Action: appointed - Role: Director source text: Michael Davidson, Douglas Kling and Louise Kooij being appointed as the directors thereof. evidence_url: https://www.sec.gov/Archives/edgar/data/1828326/000119312522292061/0001193125-22-292061-index.htm - Executive change Jim Jacobson was appointed as Secretary at Frazier Lifesciences Acquisition Corp. - Action: appointed - Role: Secretary source text: Michael Davidson was appointed President, Douglas Kling was appointed Vice President, Louise Kooij was appointed Treasurer, and Jim Jacobson was appointed Secretary evidence_url: https://www.sec.gov/Archives/edgar/data/1828326/000119312522292061/0001193125-22-292061-index.htm - Governance Changes Frazier Lifesciences Acquisition Corp: Adopted a new certificate of incorporation and bylaws, replacing the prior amended and restated memorandum and articles of association. - Change: bylaw amendment source text: Upon the effectiveness of the Domestication, the Surviving Company adopted a new certificate of incorporation and bylaws, in replacement of the amended and restated memorandum and articles of association discussed in the paragraph immediately above. evidence_url: https://www.sec.gov/Archives/edgar/data/1828326/000119312522292061/0001193125-22-292061-index.htm - Governance Changes Frazier Lifesciences Acquisition Corp: Amended the memorandum and articles of association to mirror Merger Sub's governing documents, except for the company name. - Change: charter amendment source text: Upon the effectiveness of the Merger, the amended and restated memorandum and articles of association of FLAC were amended in their entirety to read the same as the amended and restated memorandum and articles of association of Merger Sub as in effect immediately prior to the Effective Time, except that the name of Surviving Company remained "Frazier Lifesciences Acquisition Corporation." evidence_url: https://www.sec.gov/Archives/edgar/data/1828326/000119312522292061/0001193125-22-292061-index.htm - M&A Transactions Frazier Lifesciences Acquisition Corp underwent a change of control involving NewAmsterdam Pharma Company N.V. (closed 2022-11-22). - Action: change of control - Counterparty: NewAmsterdam Pharma Company N.V. - Closing: 2022-11-22 source text: The Merger was completed on November 22, 2022 and the Business Combination was completed on November 23, 2022 upon effectiveness of the Domestication. evidence_url: https://www.sec.gov/Archives/edgar/data/1828326/000119312522292061/0001193125-22-292061-index.htm - Material Agreements Frazier Lifesciences Acquisition Corp entered into Warrant Assumption Agreement with Holdco, Continental Stock Transfer & Trust Company valued at FLAC assigned to Holdco all of its rights, title, interests, liabilities and obligations in and unde (effective 2022-11-23). - Action: entry - Counterparty: Holdco, Continental Stock Transfer & Trust Company - Value: FLAC assigned to Holdco all of its rights, title, interests, liabilities and obligations in and unde - Effective: 2022-11-23 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1828326/000119312522292061/0001193125-22-292061-index.htm - Material Agreements Frazier Lifesciences Acquisition Corp terminated Investment Management Trust Agreement with Continental Stock Transfer & Trust Company valued at Terminated in connection with the consummation of the Business Combination (effective 2022-11-23). - Action: termination - Counterparty: Continental Stock Transfer & Trust Company - Value: Terminated in connection with the consummation of the Business Combination - Effective: 2022-11-23 source text: 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; evidence_url: https://www.sec.gov/Archives/edgar/data/1828326/000119312522292061/0001193125-22-292061-index.htm - Material Agreements Frazier Lifesciences Acquisition Corp terminated Administrative Services Agreement with Frazier Lifesciences Sponsor LLC valued at Terminated in connection with the consummation of the Business Combination (effective 2022-11-23). - Action: termination - Counterparty: Frazier Lifesciences Sponsor LLC - Value: Terminated in connection with the consummation of the Business Combination - Effective: 2022-11-23 source text: (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. evidence_url: https://www.sec.gov/Archives/edgar/data/1828326/000119312522292061/0001193125-22-292061-index.htm - Material Agreements Frazier Lifesciences Acquisition Corp terminated Registration Rights Agreement with Frazier Lifesciences Sponsor LLC, former holders of the Class B ordinary shares valued at Terminated as a result of the entry into the Investor Rights Agreement (effective 2022-11-23). - Action: termination - Counterparty: Frazier Lifesciences Sponsor LLC, former holders of the Class B ordinary shares - Value: Terminated as a result of the entry into the Investor Rights Agreement - Effective: 2022-11-23 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1828326/000119312522292061/0001193125-22-292061-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.