NewAmsterdam Pharma B.V. executed a letter of intent to acquire Frazier Lifesciences Acquisition Corporation (NasdaqCM:FLAC) from a group of shareholders in a reverse merger transaction on April 15, 2022. NewAmsterdam Pharma B.V. entered into a definitive business combination agreement to acquire Frazier Lifesciences Acquisition Corporation from a group of shareholders for approximately $490 million in a reverse merger transaction on July 25, 2022. The closing of the business combination would bring NewAmsterdam's total pro forma cash balance to at least $470 million, in addition to a total enterprise value of $326 million. As part of the business combination, premier healthcare institutional investors have committed $235 million through an oversubscribed PIPE led by Frazier Healthcare Partners and Bain Capital Life Sciences. Upon completion of the Business Combination: (i) FLAC's public shareholders will receive approximately 14.9% of Holdco Shares and 14.9% of the voting rights, (ii) the PIPE Investors (excluding the FLAC Initial Shareholders and affiliates of the Sponsor) will receive approximately 22.0% of Holdco Shares and 22.0% of the voting rights, (iii) the FLAC Initial Shareholders and their affiliates (including the Sponsor) will receive approximately 11.0% of Holdco Shares and 11.0% of the voting rights, and (iv) the Participating Shareholders will receive approximately 52.2% of Holdco Shares. NewAmsterdam's ordinary shares are expected to be listed on Nasdaq under the ticker symbol “NAMS.” Upon closing of the transaction, merged entity (Holdco) will be led by Michael Davidson, M.D., Chief Executive Officer of NewAmsterdam Pharma B.V. Following the close of the transaction, James Topper, M.D., Ph.D., Managing Partner at Frazier Healthcare Partners and Chairman of the Board of Directors and Chief Executive Officer of FLAC, and Nicholas Downing, will join the NewAmsterdam Board of Directors. Promptly following the Merger, the Surviving Company will change its jurisdiction of incorporation by deregistering as a Cayman Islands exempted company and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware.

Consummation of the transactions contemplated by the Business Combination Agreement is subject to customary conditions of the respective parties, and conditions customary to special purpose acquisition companies, including regulatory approvals, the approval of FLAC's and NewAmsterdam Pharma's shareholders, the non-occurrence of a Company Material Adverse Effect or FLAC Material Adverse Event (each as defined in the Business Combination Agreement) and the registration statement/proxy statement must have become effective in accordance with the provisions of the Securities Act, the applicable waiting period relating to the Transactions shall have expired or been terminated, and any consent pursuant to any applicable Antitrust Law will have been obtained, Holdco's initial listing application with Nasdaq in connection with the listing of Holdco Shares will have been approved, the Holdco Board will be comprised of the individuals appointed in accordance with the Business Combination Agreement and Holdco shall have at least $5,000,001 of net tangible assets, the Aggregate Cash Proceeds will be equal to or greater than $250 million and the Investor Rights Agreement duly executed by the parties. The Boards of Directors of both NewAmsterdam Pharma B.V. and FLAC have unanimously approved the transaction. FLAC Board acting upon the unanimous recommendation of a special committee comprised solely of disinterested and independent directors, has unanimously recommended the authorization of the Plan of Merger and the approval of the Transactions by the shareholders of FLAC in order to procure the Required FLAC Shareholder Approval. Merger is expected to be completed in the second half of 2022. On November 15, 2022, the transaction has been approved by the shareholders of Frazier and is expected to close on November 22, 2022.

Credit Suisse Securities (USA) LLC is acting as lead PIPE placement agent, financial advisor and capital markets advisor to FLAC. Jefferies LLC, SVB Securities LLC and William Blair & Company, L.L.C. are also acting as PIPE placement agents to FLAC and Jefferies LLC and William Blair & Company, L.L.C. are also acting as financial advisor and capital markets advisor to FLAC. Campbells LLP acted as legal counsel and Wilson Sonsini Goodrich & Rosati, P.C. acted as intellectual property counsel to FLAC Board. SVB Securities LLC is acting as financial advisor and capital markets advisor to NewAmsterdam Pharma. Moelis & Co. is also acting as financial advisor to NewAmsterdam Pharma. Jack S. Bodner, Gustavo Akkerman, Ariadne Lyon, Janna Yu, Kerry S. Burke, Brian K. Rosenzweig,  Brianna Bloodgood, Alicia Zhang, Andrea Roman-Gonzalez, and Tyler Cochrane, Van Ellis, George Jenkins, Thomas Dwyer, Jenna Wallace, Jack Lund and Montene Speight, Ansgar Simon, Abigail Hopper, Gregory Discher, Peter Safir, Grant Castle, Michelle Divelbiss, Roderick Dirkzwager, Stacy Kobrick, Kat Kingsbury, Heather Haberl, Adam Osielski, Thomas Brugato, Mona Patel, Libbie Canter and Justin Schenck of Covington & Burling LLP are acting as legal counsel to NewAmsterdam Pharma. Jocelyn M. Arel and Jacqueline Mercier of Goodwin Procter LLP is acting as legal counsel to FLAC and Frazier Lifesciences Sponsor LLC. Guillette van Grinsven, Paul de Vries, Marijn van Horen, Daniël Stuijt, Jeroen van Mourik, Brendan Moloney, Manon Jacobs, Arjan Adams, Greetje van Heezik and Arnoud de Best of Houthoff acted as legal advisors to FLAC. Paul van der Bijl , Ruud Smits, Joppe Schoute, Daan Hagelstein, Marloes van der Laan, Thomas Castermans, Eline van Marle, Nina Kielman, Liselotte Bekke, Maaike Lelifeld, Arjan Koorevaar, Terrence Dom and Tom de Smet of NautaDutilh N.V. acted as legal advisors to NewAmsterdam Pharma. Kirkland & Ellis LLP is acting as legal counsel to the PIPE placement agents. Lincoln International LLC acted as financial advisor to the FLAC Special Committee and provided fairness opinion to the FLAC Board. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent to FLAC. Morrow Sodali acted as proxy solicitor to FLAC. FLAC will pay a fee of $30,000 to Morrow Sodali for proxy solicitation. The approximate aggregate fees payable to Credit Suisse, Jefferies, SVB Securities and William Blair in connection with the Transactions are estimated to be $11.0 million. The approximate fee payable to Moelis in connection with its services payable upon consummation of the Transactions is estimated to be €1 million ($1.02 million). Lincoln received customary fees from FLAC for its services, in the amount of $750,000.

NewAmsterdam Pharma B.V. completed the acquisition of Frazier Lifesciences Acquisition Corporation (NasdaqCM:FLAC) from a group of shareholders in a reverse merger transaction on November 22, 2022. The ordinary shares and warrants of NewAmsterdam are expected to commence trading on the Nasdaq Capital Market under the ticker symbols “NAMS” and “NAMSW,” respectively, on November 23, 2022.