Certain Class B Ordinary Shares of Panacea Acquisition Corp. II are subject to a Lock-Up Agreement Ending on 4-OCT-2021. These Class B Ordinary Shares will be under lockup for 181 days starting from 6-APR-2021 to 4-OCT-2021. Details: The sponsor, officers and directors have agreed that they will not offer, sell, contract to sell, pledge or grant any option to purchase or otherwise dispose of, directly or indirectly, without the prior written consent of Cowen and Company, LLC for a period of 180 days after the date of this prospectus, any ordinary shares or any other securities convertible into, or exercisable, or exchangeable for, ordinary shares or enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any ordinary shares or any securities convertible into, or exercisable, or exchangeable for, ordinary shares owned, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise; provided, however, that they may (1) issue and sell the private placement shares; (2) issue and sell the additional Class A ordinary shares to cover underwriters’ over-allotment option (if any); (3) issue and sell the forward purchase shares; (4) register with the SEC pursuant to an agreement to be entered into concurrently with the issuance and sale of the securities in this offering, the resale of the forward purchase shares, private placement shares and Class A ordinary shares that may be issued upon conversion of the founder shares, alignment shares and working capital loans; and (5) issue securities in connection with initial business combination.