Item 8.01 Other Events.
Panacea Acquisition Corp. II (the "Company") did not consummate an initial
business combination by April 9, 2023, the deadline under its Amended and
Restated Memorandum and Articles of Association.
The Company, as promptly as possible, but no later than April 21, 2023, will
redeem (the "Redemption") 100% of the Company's issued and outstanding Class A
ordinary shares, par value $0.0001 per share (the "Public Shares"), offered in
the Company's initial public offering. In the Redemption, funds held in the
Company's trust account, less $100,000 of interest to pay dissolution expenses
and net of taxes payable, will be distributed to each holder of Public Shares on
a pro rata basis (such amount, the "Redemption Amount"). Based upon the amount
held in the trust account as of April 10, 2023, which was $176,986,687.86, the
Company estimates that the per-share Redemption Amount will be approximately
$10.25. On the Redemption date, the Public Shares will be deemed cancelled and
will represent only the right to receive the Redemption Amount.
The Company expects the Public Shares to cease trading as of the close of
business on April 18, 2023. In addition, the Company expects The Nasdaq Stock
Market LLC to file a Form 25 with the United States Securities and Exchange
Commission (the "SEC") to delist the Company's securities. The Company will file
a Form 15 with the SEC to terminate the registration of its securities under the
Securities Exchange Act of 1934, as amended.
Cautionary Statement Regarding Forward-Looking Statements
This report includes "forward-looking statements" within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended, that are not historical facts and involve
risks and uncertainties that could cause actual results to differ materially
from those expected and projected. All statements, other than statements of
historical fact included in this report, are forward-looking statements. When
used in this report, words such as "expect," "believe," "anticipate," "intend,"
"estimate," "seek" and variations and similar words and expressions are intended
to identify such forward-looking statements. Such forward-looking statements
relate to future events or future performance, but reflect management's current
beliefs, based on information currently available. A number of factors could
cause actual events, performance or results to differ materially from the
events, performance and results discussed in the forward-looking statements. For
information identifying important factors that could cause actual results to
differ materially from those anticipated in the forward-looking statements,
please refer to the Risk Factors section of the Company's final prospectus for
its IPO filed with the SEC. The Company's securities filings can be accessed on
the EDGAR section of the SEC's website at www.sec.gov. Except as expressly
required by applicable securities law, the Company disclaims any intention or
obligation to update or revise any forward-looking statements whether as a
result of new information, future events or otherwise.
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