Frazier Life Sciences Acquisition Corp. II (0002153598) (Filer)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 13, 2026

Frazier Life Sciences Acquisition Corp. II

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (650) 325-5156

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

On October 13, 2026, the Registration Statement on Form S-1 (File No. 333-299101) (the “Registration Statement”) relating to the initial public offering (the “IPO”) of Frazier Life Sciences Acquisition Corp. II (the “Company”) was declared effective by the U.S. Securities and Exchange Commission.

On October 15, 2026, the Company consummated the IPO of 7,500,000 Class A ordinary shares, $0.0001 par value per share (the “Shares”). The Shares were sold at an offering price of $10.00 per Share, generating gross proceeds to the Company of $75,000,000.

Further, in connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Registration Statement:

The above descriptions are qualified in their entirety by reference to the full text of the applicable agreement, each of which is incorporated by reference herein and filed herewith as Exhibits 1.1, 10.1, 10.2, 10.3, 10.4, 10.5, and 10.6 respectively.

On October 15, 2026, simultaneously with the consummation of the IPO and the issuance and sale of the Shares, the Company consummated the private placement of 300,000 Private Placement Shares at a price of $10.00 per Private Placement Share for gross proceeds to the Company of $3,000,000. The Private Placement Shares are identical to the Shares issued in the IPO. The Private Placement Shares are not transferable or salable until 30 days after the completion of the Company’s initial business combination, unless approved by the Company’s public shareholders. The Private Placement Shares have been issued pursuant to, and are governed by the Private Placement Shares Purchase Agreement, filed herewith as Exhibit 10.3. No underwriting discounts or commissions were paid with respect to the Private Placement. The issuance of the Private Placement Shares was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

On October 13, 2026, the Company adopted its Amended and Restated Memorandum and Articles of Association (the “Amended Charter”), effective the same day. The terms of the Amended Charter are set forth in the Registration Statement and are incorporated herein by reference. A copy of the Amended Charter is attached as Exhibit 3.1 hereto and incorporated herein by reference.

Of the gross proceeds from the IPO and the Private Placement, a total of $75,000,000 was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, as trustee, for the benefit of the Company’s public shareholders. Except with respect to interest earned on the funds in the trust account that may be released to the Company to pay its taxes, if any, and up to $100,000 of interest that may be used to pay liquidation and dissolution expenses, the proceeds from the IPO and the sale of the Private Placement Shares held in the trust account will not be released from the trust account (1) to the Company until the completion of its initial business combination or (2) to the Company’s public shareholders, until the earliest of: (a) the completion of the Company’s initial business combination, and then only in connection with those Class A ordinary shares that such shareholders properly elect to redeem, subject to certain limitations, (b) the redemption of any Class A ordinary shares included in the Shares sold in the IPO (“public shares”) properly tendered in connection with a (i) shareholder vote to amend the Company’s then-current amended and restated memorandum and articles of association to modify the substance or timing of its obligation to provide holders of the public shares the right to have their shares redeemed or redeem 100% of the public shares if the Company does not complete its initial business combination within 24 months from the closing of the IPO or such earlier date as the board of directors of the Company (the “Board”) may approve or (ii) with respect to any other provision relating to the rights of holders of the public shares or pre-initial business combination activity, and (c) the redemption of the public shares if the Company has not completed its initial business combination within 24 months from the closing of the IPO or such earlier date as the Board may approve, or such later date as may be approved by the Company’s shareholders, subject to applicable law.

On October 13, 2026, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 hereto and incorporated herein by reference.

On October 15, 2026, the Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 hereto and incorporated herein by reference.

EXHIBIT INDEX

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.