FS Development Corp. II (FSII) Shareholders Approve Pardes Biosciences Deal

FS Development Corp. II (FSII) Shareholders Approve Pardes Biosciences Deal

Dec 23, 2021 INTEL by Kristi Marvin

FS Development Corp. II (NASDAQ:FSII) filed an 8-K this morning revealing that its shareholders have approved its combination with antiviral drug developer firm Pardes Biosciences.

Just 243,989 shares, or 1.2%, were redeemed in connection with the vote, removing roughly $2.4 million from its estimated trust of $201 million. FSII did have a minimum cash closing condition of $100 million and a sponsor support agreement in place of up to $25 million in the event there was less than $25 million in trust post-redemptions. However, clearly it was not needed in this case. This was a good result at a time when “good votes” are hard to come by.

FS II hit highs of $14.97 late last month as excitement stirred about the potential applications of Pardes’ oral antiviral drug candidate PBI-0451 for use in combatting COVID-19 infections. It has since settled down near its pro rata trust value of $10.

The parties initially announced their $657 million combination on June 29. California-based Pardes is developing two antiviral drug candidates and PBI-0451 has been fast-tracked through the FDA approval process.

All measures on FS II’s ballot passed by wide margins. For full vote tallies, click here.


  • Jefferies LLC and SVB Leerink acted as co-lead private placement agents for, and financial and capital markets advisor to, FS Development Corp. II.
  • Goodwin Procter LLP acted as legal counsel to Pardes.
  • White & Case LLP acted as legal counsel to FS Development Corp. II.