Pardes Biosciences, Inc. entered into a definitive merger agreement to acquire FS Development Corp. II (NasdaqCM:FSII) from FS Development Holdings II, LLC, Daniel Dubin, Owen Hughes, Deepa Pakianathan, and others for approximately $320 million in a reverse merger transaction on June 29, 2021. The deal will leave Pardes with about $318 million. The deal includes a concurrent $75 million private investment from Gilead Sciences Inc. and others. Combined Company is expected to receive total proceeds of approximately $276 million at closing of transaction, inclusive of the FS Development Corp II trust account balance. Under Merger Agreement, Pardes Biosciences, Inc. has agreed to acquire all of outstanding equity interests of Pardes in exchange for 32,500,000 shares of FS Development Class A common stock, to be paid at the effective time of the Merger. Upon closing, it is anticipated that FS Development will change its name to “Pardes Biosciences, Inc.” and will be a wholly-owned subsidiary of Pardes Biosciences. Pardes would trade on NASDAQ as "PRDS." Pardes Biosciences will be the surviving company. If Closing has not occurred by December 28, 2021, Merger Agreement may be terminated under certain customary and limited circumstances at any time prior to Closing.

Under the Merger Agreement, the obligations of the parties to consummate the Merger are subject to the satisfaction or waiver of certain customary closing conditions and the receipt of consents or approvals from the applicable governmental, regulatory or administrative authorities, FS Development Stockholder Approval and Pardes Stockholder Approval, any waiting periods under the HSR Act with respect to Transactions shall have approved. Proposed transaction has been approved by boards of Pardes Biosciences and FS Development Corp. II, including all of their disinterested directors. Current Pardes shareholders are converting 100% of their existing equity interests into common stock of the Combined Company. The board recommended to the stockholders of FS Development to adopt and approve the transaction. As of December 1, 2021, FS Development Corp. II announced today that its registration statement on Form S-4 relating to previously announced business combination with Pardes Biosciences, Inc., has been declared effective by the U.S. Securities and Exchange Commission. The shareholders meeting of FS Development Corp. II shall be held on December 23, 2021 to approve transaction. The closing of transaction (assuming no redemptions are effected), which is expected by October 2021. Pardes is expected next week to complete its merger with FS Development. Deepa Rich of Goodwin Procter LLP acted as legal advisor to Pardes Biosciences. Joel L. Rubinstein and Bryan J. Luchs of White & Case LLP acted as legal advisor to FS Development Corp. II. Jefferies LLC and SVB Leerink acted as co-lead private placement agents for, and financial and capital markets advisor to FS Development Corp. II. Continental Stock Transfer & Trust Company is transfer agent of FS Development shares. H.C. Wainwright & Co., LLC acted as financial advisor and fairness opinion provider to FS Development Corp. II paying a fee of $475,000. FS Development II has engaged Morrow Sodali LLC and agreed to pay Morrow Sodali a fee of $30,000.

Pardes Biosciences, Inc. completed the acquisition of FS Development Corp. II (NasdaqCM:FSII) from FS Development Holdings II, LLC, Daniel Dubin, Owen Hughes, Deepa Pakianathan, and others in a reverse merger transaction on December 23, 2021. The resulting combined company, will commence trading its shares Monday, December 27th on the Nasdaq Global Market under the symbol “PRDS.” The shareholders of FS Development Corp. II has approved the transaction. As a result of the transaction, FS Development Corp. II received gross proceeds of approximately $274 million.