Statistiques de base
| CIK | 1828989 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Panacea Acquisition Corp II - Class A
SEC Filings (Chronological Order)
Cette page fournit une liste complète et chronologique des documents déposés auprès de la SEC, à l'exclusion des documents relatifs à la participation que nous fournissons ailleurs.
| February 14, 2024 |
SC 13G/A 1 panaa221424.htm 683 CAPITAL MANAGEMENT, LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Panacea Acquisition Corp. II (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G6882C106 (CUSIP Number) December 31, 2023 (Date of Event which Requi |
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| April 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-40311 Panacea Acquisition Corp. II (Exact name of registrant as specifie |
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| April 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 9, 2023 Panacea Acquisition Corp. II (Exact name of registrant as specified in its charter) Cayman Islands 001-40311 98-1578154 (State or other jurisdiction (Commission (I.R.S. |
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| March 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40311 PANACEA ACQUISITIO |
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| February 14, 2023 |
PANA / Panacea Acquisition Corp. II Class A / MAVERICK CAPITAL LTD - SC 13G/A Passive Investment SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Panacea Acquisition Corp. II (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G6882C106 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appr |
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| February 14, 2023 |
PANA / Panacea Acquisition Corp. II Class A / CITADEL ADVISORS LLC - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 2)* Panacea Acquisition Corp. II (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (the “Shares”) (Title of Class of Securi |
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| February 14, 2023 |
EX-99.B 3 d406303dex99b.htm EX-99.B EXHIBIT B Power of Attorney KNOW ALL MEN BY THESE PRESENTS, that I, Lee S. Ainslie III, hereby make, constitute and appoint Mark Gurevich as my agent and attorney-in -fact for the purpose of executing (i) in my personal capacity or (ii) in my capacity as manager or other officer or representative of Maverick Capital Management, LLC, Maverick Capital, Ltd. or any |
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| February 14, 2023 |
EX-99.A 2 d406303dex99a.htm EX-99.A EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Ordinary Shares of Panacea Acquisition Corp. II dated as of February 14, 2023, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accor |
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| February 13, 2023 |
PANA / Panacea Acquisition Corp. II Class A / ARISTEIA CAPITAL LLC Passive Investment SC 13G 1 sc13gpanaceaacquisition.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. *) Panacea Acquisition Corp. II (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G6882C106 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this St |
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| February 6, 2023 |
PANA / Panacea Acquisition Corp. II Class A / VICTORY CAPITAL MANAGEMENT INC Passive Investment SC 13G/A 1 panacea13ga1123122.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 ( Amendment No.1)* Panacea Acquisition Corp. II (Name of Issuer) Common Stock (Title of Class of Securities) G6882C106 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to de |
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| January 25, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Panacea Acquisition Corp. II (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G6882C106 (CUSIP Number) December 31, 2022 (Date of event which requires filing of this statement) Check the appropriate box to designat |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40311 PANACEA ACQUISITI |
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| August 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40311 PANACEA ACQUISITION CO |
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| May 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40311 PANACEA ACQUISITION C |
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| March 31, 2022 |
Description of the Company’s securities. Exhibit 4.2 DESCRIPTION OF SECURITIES As of December 31, 2021, Panacea Acquisition Corp. II (?we,? ?our,? ?us? or the ?company?) had Class A ordinary shares, par value $0.0001 per share, registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?). In addition, this Description of Securities also references the company?s Class B ordinary shares, par value $0. |
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| March 31, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40311 PANACEA ACQUISITIO |
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| February 14, 2022 |
PANA / Panacea Acquisition Corp. II Class A / MAVERICK CAPITAL LTD - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Panacea Acquisition Corp. II (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G6882C106 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box |
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| February 14, 2022 |
SC 13G/A 1 pacii13ga1-020922.htm AMENDMENT NO. 1 TO THE SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13d - 102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (Amendment No. 1)* Panacea Acquisition Corp. II (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per |
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| February 14, 2022 |
EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Ordinary Shares of Panacea Acquisition Corp. |
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| February 14, 2022 |
EXHIBIT 1 AGREEMENT OF JOINT FILING This joint filing agreement (this ?Agreement?) is made and entered into as of this 14th day of February, 2022, by and among EcoR1 Panacea Holdings II, LLC, EcoR1 Capital Fund, L. |
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| February 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2 (Amendment No. 1)* Panacea Acquisition Corp II (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (the ?Shares?) (Title of Class of Securit |
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| February 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 Panacea Acquisition Corp. II (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Titles of Class of Securities) G6882C 106 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate bo |
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| February 14, 2022 |
EXHIBIT B Power of Attorney KNOW ALL MEN BY THESE PRESENTS, that I, Lee S. Ainslie III, hereby make, constitute and appoint Mark Gurevich as my agent and attorney-in -fact for the purpose of executing (i) in my personal capacity or (ii) in my capacity as manager or other officer or representative of Maverick Capital Management, LLC, Maverick Capital, Ltd. or any affiliate of either, all documents |
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| February 14, 2022 |
PANA / Panacea Acquisition Corp. II Class A / Sculptor Capital LP - SC 13G/A Passive Investment SC 13G/A 1 d312131dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* PANACEA ACQUISITION CORP. II (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G6882C106 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of th |
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| February 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 7, 2022 Panacea Acquisition Corp. II (Exact name of registrant as specified in its charter) Cayman Islands 001-40311 98-1578154 (State or other jurisdiction of incorporation) |
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| February 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40311 PANACEA ACQUISI |
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| February 3, 2022 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Panacea Acquisition Corp. II (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G6882C106 (CUSIP Number) December 31, 2021 (Date of event which requires filing of this statement) Check the appropriate box to designat |
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| February 2, 2022 |
PANA / Panacea Acquisition Corp. II Class A / VICTORY CAPITAL MANAGEMENT INC Passive Investment SC 13G 1 panacea13g123121.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 ( Amendment No.)* Panacea Acquisition Corp. II (Name of Issuer) Common Stock (Title of Class of Securities) G6882C106 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designa |
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| November 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40311 PANACEA ACQUISITI |
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| August 27, 2021 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Panacea Acquisition Corp. II (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G6882C106 (CUSIP Number) August 18, 2021 (Date of event which requires filing of this statement) Check the appropriate box to designate the |
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| August 13, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40311 PANACEA ACQUISITION CO |
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| June 15, 2021 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 10, 2021 Panacea Acquisition Corp. II (Exact name of registrant as specified in its charter) Cayman Islands 001-40311 98-1578154 (State or other jurisdiction (Commission (I.R.S. |
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| June 14, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40311 PANACEA ACQUISITION C |
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| May 24, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number 001-40311 CUSIP Number G6882C 106 (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: March 31, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Trans |
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| April 19, 2021 |
EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the Class A ordinary shares of Panacea Acquisition Corp. II, a Cayman Islands exempted company, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(c) under the Securities Exchange Act of 1934, as amended, |
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| April 19, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G*/ (Rule 13d-102) Panacea Acquisition Corp. II (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G6882C106 (CUSIP Number) April 9, 2021 Date of Event Which Requires Filing of the Statement Check the appropriate box to designate the rule pursuant to which this Sched |
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| April 19, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* PANACEA ACQUISITION CORP. II (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G6882C106 (CUSIP Number) (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Apri |
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| April 19, 2021 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13d - 102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (Amendment No. )* Panacea Acquisition Corp. II (Name of Issuer) Class A Ordinary Shares, par value $0.0001 (Title of Class of Securities) G6882C106 (CUSIP Number) April 7, 2021 (Dat |
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| April 19, 2021 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Panacea Acquisition Corp. II (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G6882C106 (CUSIP Number) April 9, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the r |
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| April 15, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 9, 2021 Panacea Acquisition Corp. II (Exact name of registrant as specified in its charter) Cayman Islands 001-40311 98-1578154 (State or other jurisdiction (Commission File Num |
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| April 15, 2021 |
PANACEA ACQUISITION CORP. II INDEX TO FINANCIAL STATEMENT Exhibit 99.1 PANACEA ACQUISITION CORP. II INDEX TO FINANCIAL STATEMENT Page Report of Independent Registered Public Accounting Firm F-2 Financial Statement: Balance Sheet as of April 9, 2021 F-3 Notes to Financial Statement F-4 F-1 Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Panacea Acquisition Corp. II Opinion on the Financial Statemen |
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| April 14, 2021 |
An Indemnity Agreement, dated April 6, 2021, between the Company and Douglas E. Williams. Exhibit 10.13 Execution Version INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of April 6, 2021, by and between PANACEA ACQUISITION CORP. II, a Cayman Islands exempted company (the ?Company?), and Douglas E. Williams (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in othe |
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| April 14, 2021 |
An Indemnity Agreement, dated April 6, 2021, between the Company and Caroline Stout. Exhibit 10.10 Execution Version INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of April 6, 2021, by and between PANACEA ACQUISITION CORP. II, a Cayman Islands exempted company (the ?Company?), and Caroline Stout (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other cap |
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| April 14, 2021 |
Exhibit 10.4 Execution Version PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this ?Agreement?), dated as of April 6, 2021, is entered into by and between Panacea Acquisition Corp. II, a Cayman Islands exempted company (the ?Company?), and EcoR1 Panacea Holdings II, L |
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| April 14, 2021 |
An Indemnity Agreement, dated April 6, 2021, between the Company and Sarah Marriott. Exhibit 10.9 Execution Version INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of April 6, 2021, by and between PANACEA ACQUISITION CORP. II, a Cayman Islands exempted company (the ?Company?), and Sarah Marriott (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capa |
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| April 14, 2021 |
Administrative Services Agreement, dated April 6, 2021, between the Company and EcoR1 Capital, LLC. Exhibit 10.5 Execution Version Panacea Acquisition Corp. II 357 Tehama Street, Floor 3 San Francisco, CA 94103 April 6, 2021 EcoR1 Capital, LLC 357 Tehama Street, Floor 3 San Francisco, CA 94103 Re: Administrative Services Agreement Gentlemen: This letter agreement by and between Panacea Acquisition Corp. II, a Cayman Islands exempted company (the ?Company?), and EcoR1 Capital, LLC, a Delaware lim |
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| April 14, 2021 |
Exhibit 10.2 Execution Version INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of April 6, 2021, by and between Panacea Acquisition Corp. II, a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement |
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| April 14, 2021 |
Amended and Restated Memorandum and Articles of Association. Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF PANACEA ACQUISITION CORP. II (adopted by special resolution dated 6 April 2021 and effective on 6 APRIL 2021) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF PANACEA |
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| April 14, 2021 |
An Indemnity Agreement, dated April 6, 2021, between the Company and Nina Kjellson. Exhibit 10.14 Execution Version INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of April 6, 2021, by and between PANACEA ACQUISITION CORP. II, a Cayman Islands exempted company (the ?Company?), and Nina Kjellson (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capa |
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| April 14, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 6, 2021 Panacea Acquisition Corp. II (Exact name of registrant as specified in its charter) Cayman Islands 001-40311 98-1578154 (State or other jurisdiction of incorporation or |
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| April 14, 2021 |
Exhibit 1.1 15,000,000 Class A Ordinary Shares Panacea Acquisition Corp. II UNDERWRITING AGREEMENT April 6, 2021 COWEN AND COMPANY, LLC as Representative of the several Underwriters 599 Lexington Avenue New York, New York 10022 Ladies and Gentlemen: 1. INTRODUCTORY. Panacea Acquisition Corp. II, a Cayman Islands exempted company (the ?Company?), proposes to sell, pursuant to the terms of this Agre |
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| April 14, 2021 |
Panacea Acquisition Corp. II Announces Pricing of $150,000,000 Initial Public Offering Exhibit 99.1 Panacea Acquisition Corp. II Announces Pricing of $150,000,000 Initial Public Offering SAN FRANCISCO, CA, April 6, 2021 ? Panacea Acquisition Corp. II (the ?Company?), a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, today announced the pric |
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| April 14, 2021 |
Exhibit 10.1 Execution Version April 6, 2021 Panacea Acquisition Corp. II 357 Tehama Street, Floor 3 San Francisco, CA 94103 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into or proposed to be entered into by and between Panacea Acquisition Corp. |
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| April 14, 2021 |
An Indemnity Agreement, dated April 6, 2021, between the Company and Praveen Tipirneni. Exhibit 10.12 Execution Version INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of April 6, 2021, by and between PANACEA ACQUISITION CORP. II, a Cayman Islands exempted company (the ?Company?), and Praveen Tipirneni (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other |
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| April 14, 2021 |
An Indemnity Agreement, dated April 6, 2021, between the Company and Scott Perlen. Exhibit 10.8 Execution Version INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of April 6, 2021, by and between PANACEA ACQUISITION CORP. II, a Cayman Islands exempted company (the ?Company?), and Scott Perlen (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capaci |
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| April 14, 2021 |
Exhibit 10.6 Execution Version FORWARD PURCHASE AGREEMENT This Forward Purchase Agreement (this ?Agreement?) is entered into as of April 6, 2021, by and among Panacea Acquisition Corp. II, a Cayman Islands exempted company (the ?Company?), EcoR1 Panacea Holdings II, LLC, a Delaware limited liability company (the ?Adviser?), and each of the purchasers listed on signature pages hereto (each, a ?Purc |
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| April 14, 2021 |
An Indemnity Agreement, dated April 6, 2021, between the Company and Oleg Nodelman. Exhibit 10.7 Execution Version INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of April 6, 2021, by and between PANACEA ACQUISITION CORP. II, a Cayman Islands exempted company (the ?Company?), and Oleg Nodelman (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capac |
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| April 14, 2021 |
Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of April 6, 2021, is made and entered into by and among Panacea Acquisition Corp. II, a Cayman Islands exempted company (the ?Company?), EcoR1 Panacea Holdings II, LLC, a Delaware limited liability company (the ?Sponsor?) and the other parties listed on the signature pages hereto and any pers |
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| April 14, 2021 |
An Indemnity Agreement, dated April 6, 2021, between the Company and Douglas Giordano. Exhibit 10.15 Execution Version INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of April 6, 2021, by and between PANACEA ACQUISITION CORP. II, a Cayman Islands exempted company (the ?Company?), and Doug Giordano (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capa |
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| April 14, 2021 |
An Indemnity Agreement, dated April 6, 2021, between the Company and Scott Platshon. Exhibit 10.11 Execution Version INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of April 6, 2021, by and between PANACEA ACQUISITION CORP. II, a Cayman Islands exempted company (the ?Company?), and Scott Platshon (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other cap |
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| April 14, 2021 |
SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* (Name of Issuer) PANACEA ACQUISITION CORP. II (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G6882C106** (CUSIP Number) April 7, 2021 (Date of Event Which Requires Filing of this Statement) Chec |
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| April 8, 2021 |
$150,000,000 Panacea Acquisition Corp. II 15,000,000 Class A Ordinary Shares PROSPECTUS FILED PURSUANT TO 424(b)(4) REGISTRATION NO. 333-254056 $150,000,000 Panacea Acquisition Corp. II 15,000,000 Class A Ordinary Shares Panacea Acquisition Corp. II is a newly incorporated blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. We have no |
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| April 5, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 PANACEA ACQUISITION CORP. II (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 98-1578154 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identif |
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| April 2, 2021 |
Cowen and Company, LLC 599 Lexington Avenue New York, NY 10022 April 2, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| April 2, 2021 |
CORRESP 1 filename1.htm PANACEA ACQUISITION CORP. II 357 Tehama Street Floor 3 San Francisco, CA 94103 April 2, 2021 VIA EMAIL & EDGAR Ronald (Ron) E. Alper Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Panacea Acquisition Corp. II (the “Company”) Registration Statement on Form S-1 (Registration No. 333-254056) Dear Mr. Alper: P |
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| March 9, 2021 |
Exhibit 10.9 FORWARD PURCHASE AGREEMENT This Forward Purchase Agreement (this ?Agreement?) is entered into as of [?], 2021, by and among Panacea Acquisition Corp. II, a Cayman Islands exempted company (the ?Company?), EcoR1 Panacea Holdings II, LLC, a Delaware limited liability company (the ?Adviser?), and each of the purchasers listed on signature pages hereto (each, a ?Purchaser? and, collective |
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| March 9, 2021 |
Exhibit 10.6 PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this ?Agreement?), dated as of [?], 2021, is entered into by and between Panacea Acquisition Corp. II, a Cayman Islands exempted company (the ?Company?), and EcoR1 Panacea Holdings II, LLC, a Delaware limited |
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| March 9, 2021 |
Exhibit 10.5 Panacea Acquisition Corp. II 357 Tehama Street Floor 3 San Francisco, CA 94103 EcoR1 Panacea Holdings II, LLC January 14, 2021 357 Tehama Street Floor 3 San Francisco, CA 94103 RE: Securities Subscription Agreement Ladies and Gentlemen: Panacea Acquisition Corp. II, a Cayman Islands exempted company (the ?Company?), is pleased to accept the offer EcoR1 Panacea Holdings II, LLC, a Dela |
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| March 9, 2021 |
Exhibit 10.2 [?], 2021 Panacea Acquisition Corp. II 357 Tehama Street, Floor 3 San Francisco, CA 94103 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into or proposed to be entered into by and between Panacea Acquisition Corp. II, a Cayman Islands |
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| March 9, 2021 |
DIRECT DIAL (650) 470-3130 DIRECT FAX (650) 798-6510 EMAIL ADDRESS [email protected] Skadden, Arps, Slate, Meagher & Flom llp 525 University Avenue Palo Alto, California 94301 TEL: (650) 470-4500 FAX: (650) 470-4570 www.skadden.com March 9, 2021 FIRM/AFFILIATE OFFICES - BOSTON CHICAGO HOUSTON LOS ANGELES NEW YORK WASHINGTON, D.C. WILMINGTON - BEIJING BRUSSELS FRANKFURT HONG KONG LONDON MOSC |
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| March 9, 2021 |
Form of Amended and Restated Memorandum and Articles of Association Exhibit 3.2 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF PANACEA ACQUISITION CORP. II (adopted by special resolution dated [Date] and effective on [date]) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF PANACEA ACQUISITION |
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| March 9, 2021 |
Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of [?], 2021, is made and entered into by and among Panacea Acquisition Corp. II, a Cayman Islands exempted company (the ?Company?), EcoR1 Panacea Holdings II, LLC, a Delaware limited liability company (the ?Sponsor?) and the other parties listed on the signature pages hereto and any person o |
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| March 9, 2021 |
EX-10.3 9 fs12021ex10-3panaceaacquis2.htm FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND THE REGISTRANT Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2021, by and between Panacea Acquisition Corp. II, a Cayman Islands exempted company (the “Company”) |
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| March 9, 2021 |
Promissory Note, dated January 14, 2021 issued to EcoR1 Panacea Holdings II, LLC Exhibit 10.1 THIS PROMISSORY NOTE (THIS ?NOTE?) HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTA |
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| March 9, 2021 |
Exhibit 99.2 Consent of INDEPENDENT DIRECTOR In connection with the filing by Panacea Acquisition Corp. II (the ?Company?) of its Registration Statement (the ?Registration Statement?) on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee t |
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| March 9, 2021 |
Form of Code of Ethics and Business Conduct Exhibit 14 FORM OF CODE OF ETHICS AND BUSINESS CONDUCT OF PANACEA ACQUISITION CORP. |
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| March 9, 2021 |
Form of Administrative Services Agreement, between the Registrant and EcoR1 Capital, LLC Exhibit 10.8 Panacea Acquisition Corp. II 357 Tehama Street, Floor 3 San Francisco, CA 94103 [?], 2021 EcoR1 Capital, LLC 357 Tehama Street, Floor 3 San Francisco, CA 94103 Re: Administrative Services Agreement Gentlemen: This letter agreement by and between Panacea Acquisition Corp. II, a Cayman Islands exempted company (the ?Company?), and EcoR1 Capital, LLC, a Delaware limited liability company |
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| March 9, 2021 |
Exhibit 99.3 Consent of INDEPENDENT DIRECTOR In connection with the filing by Panacea Acquisition Corp. II (the ?Company?) of its Registration Statement (the ?Registration Statement?) on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee t |
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| March 9, 2021 |
Exhibit 99.1 Consent of INDEPENDENT DIRECTOR In connection with the filing by Panacea Acquisition Corp. II (the ?Company?) of its Registration Statement (the ?Registration Statement?) on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee t |
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| March 9, 2021 |
Form of Underwriting Agreement Exhibit 1.1 15,000,000 Class A Ordinary Shares Panacea Acquisition Corp. II UNDERWRITING AGREEMENT , 2021 COWEN AND COMPANY, LLC as Representative of the several Underwriters 599 Lexington Avenue New York, New York 10022 Ladies and Gentlemen: 1. INTRODUCTORY. Panacea Acquisition Corp. II, a Cayman Islands exempted company (the ?Company?), proposes to sell, pursuant to the terms of this Agreement, |
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| March 9, 2021 |
Registration Statement - REGISTRATION STATEMENT As filed with the U.S. Securities and Exchange Commission on March 9, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Panacea Acquisition Corp. II (Exact name of registrant as specified in its charter) Cayman Islands 6770 98-1578154 (State or other jurisdiction of incorporation or o |
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| March 9, 2021 |
Consent of Douglas E. Williams Exhibit 99.4 Consent of INDEPENDENT DIRECTOR In connection with the filing by Panacea Acquisition Corp. II (the ?Company?) of its Registration Statement (the ?Registration Statement?) on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee t |
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| March 9, 2021 |
Specimen Class A Ordinary Share Certificate Exhibit 4.1 NUMBER NUMBER C SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP PANACEA ACQUISITION CORP. II INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS CLASS A ORDINARY SHARES This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES OF THE PAR VALUE OF U.S. $0.0001 EACH OF PANACEA ACQUISITION CORP. II (THE ?COMPANY?) transferable on the register of members of t |
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| March 9, 2021 |
Exhibit 10.7 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of [?], 2021, by and between PANACEA ACQUISITION CORP. II, a Cayman Islands exempted company (the ?Company?), and [?] (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided w |
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| March 9, 2021 |
Memorandum and Articles of Association Exhibit 3.1 THE COMPANIES ACT (2021 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF Panacea Acquisition Corp. II THE COMPANIES ACT (2021 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF Panacea Acquisition Corp. II 1 The name of the Company is Panacea Acquisition Corp. II 2 The Registered Office of the Compan |
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| February 2, 2021 |
Panacea Acquisition Corp. II 357 Tehama Street Floor 3 San Francisco, CA 94103 Exhibit 10.5 Panacea Acquisition Corp. II 357 Tehama Street Floor 3 San Francisco, CA 94103 EcoR1 Panacea Holdings II, LLC January 14, 2021 357 Tehama Street Floor 3 San Francisco, CA 94103 RE: Securities Subscription Agreement Ladies and Gentlemen: Panacea Acquisition Corp. II, a Cayman Islands exempted company (the ?Company?), is pleased to accept the offer EcoR1 Panacea Holdings II, LLC, a Dela |
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| February 2, 2021 |
As submitted confidentially with the U.S. Securities and Exchange Commission on February 2, 2021. This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER T |
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| February 2, 2021 |
Exhibit 3.1 THE COMPANIES ACT (2021 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF Panacea Acquisition Corp. II THE COMPANIES ACT (2021 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF Panacea Acquisition Corp. II 1 The name of the Company is Panacea Acquisition Corp. II 2 The Registered Office of the Compan |
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| February 2, 2021 |
Exhibit 10.1 THIS PROMISSORY NOTE (THIS ?NOTE?) HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTA |
