UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

Frazier Lifesciences Acquisition Corporation

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

Frazier Lifesciences Acquisition Corporation

Two Union Square, 601 Union St., Suite 3200

Seattle, Washington 98101

Dear Frazier Lifesciences Acquisition Corporation Shareholder:

You are cordially invited to attend an extraordinary general meeting of Frazier Lifesciences Acquisition Corporation, a Cayman Islands exempted company (“FLAC”), which will be held on November 15, 2022 at 10:30 a.m. Eastern time, via live webcast at the following address: www.cstproxy.com/flac/2022 and in person at 70 Willow Road, Suite 200, Menlo Park, CA, 94025 (the “General Meeting”), or at such other time, on such other date and at such other place to which the General Meeting may be adjourned.

On July 25, 2022, FLAC, NewAmsterdam Pharma Holding B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands (“NewAmsterdam Pharma”), NewAmsterdam Pharma Company B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands (which will be converted into a Dutch public limited liability company (naamloze vennootschap)) (“Holdco”) prior to or promptly following the closing of the Business Combination (defined below), and NewAmsterdam Pharma Investment Corporation, a Cayman Islands exempted company and wholly owned subsidiary of Holdco (“Merger Sub”), entered into a business combination agreement (as may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), pursuant to which certain transactions will occur, and in connection therewith, Holdco will become the ultimate parent company of NewAmsterdam Pharma, and Merger Sub will merge with and into FLAC, with FLAC surviving the merger as a wholly owned subsidiary of Holdco (the “Merger” and together with the other transactions contemplated under the Business Combination Agreement, the “Business Combination”). In connection with the Business Combination, Holdco will be converted into a Dutch public limited liability company (naamloze vennootschap), thereby changing its name to NewAmsterdam Pharma Company N.V.

At the General Meeting, FLAC shareholders will be asked to consider and vote upon: (i) a proposal, as an ordinary resolution, to adopt and approve the Business Combination Agreement, a copy of which is attached to the accompanying proxy statement/prospectus as Annex A, and the transactions contemplated thereby, including the Business Combination (the “Business Combination Proposal” or “Proposal No. 1”), (ii) a proposal, as a special resolution, to authorize and approve the Merger in accordance with the relevant provisions of the Cayman Islands Companies Act and the plan of merger pursuant to which the Merger will be effected (the “Plan of Merger”), and the transactions contemplated thereby (the “Merger Proposal” or “Proposal No. 2”), and (iii) a proposal, as an ordinary resolution, to adjourn the General Meeting to a later date or dates, if necessary to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal or the Merger Proposal at the General Meeting or to allow reasonable time for the filing or mailing of any supplemental or amended disclosures that FLAC has determined is reasonably likely to be required under applicable law and for such supplemental or amended disclosure to be disseminated and reviewed by FLAC shareholders prior to the General Meeting (the “Adjournment Proposal” or “Proposal No. 3” and, together with the Business Combination Proposal and the Merger Proposal, the “Transaction Proposals”).

As further described in the accompanying proxy statement/prospectus, subject to the terms and conditions of the Business Combination Agreement, in connection with the consummation of the Business Combination, among other things:

In connection with the foregoing and concurrently with the execution of the Business Combination Agreement, FLAC and Holdco entered into subscription agreements (the “Subscription Agreements”) with certain investors (the “PIPE Investors”), pursuant to which the PIPE Investors agreed to subscribe for and purchase from Holdco, and Holdco agreed to issue and sell to such PIPE Investors, an aggregate of 23,460,000 Holdco Shares at $10.00 per share for gross proceeds of $234.6 million (the “PIPE Financing”) on the date upon which the closing of the Business Combination is completed. The Holdco Shares to be issued pursuant to the Subscription Agreements have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder. Holdco will grant the PIPE Investors certain registration rights in connection with the PIPE Financing. The PIPE Financing is contingent upon, among other things, the substantially concurrent consummation of the Business Combination. The Business Combination Agreement provides that NewAmsterdam Pharma’s obligation to consummate the Business Combination is conditioned on the aggregate gross cash proceeds received from the PIPE Financing and from the trust account established by FLAC containing the proceeds of FLAC’s initial public offering being at least $250 million, after giving effect to any redemptions of FLAC Class A Ordinary Shares in connection with the Business Combination.

In addition, in connection with the execution of the Business Combination Agreement, FLAC, NewAmsterdam Pharma and Holdco entered into a support agreement (the “Sponsor Support Agreement”) with the holders of all issued and outstanding FLAC Class B Ordinary Shares, including Frazier Lifesciences Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor” and, together with the holders of all other issued and outstanding FLAC Class B Ordinary Shares, the “FLAC Initial Shareholders”), pursuant to which the FLAC Initial Shareholders have agreed to (a) vote (i) in favor of the Business Combination Agreement and the Transactions, including in favor of each Transaction Proposal (as defined in the Business Combination Agreement), (ii) in favor of any other matter reasonably necessary or required to cause the consummation of the Transactions, and (iii) against any proposal that conflicts or materially impedes or interferes with, or would adversely affect or delay the consummation of the Transactions; (b) waive any adjustment to the conversion ratio set forth in FLAC’s amended and restated memorandum and articles of association or any other anti-dilution or similar protection with respect to the FLAC Class B Ordinary Shares held by them; and (c) waive any redemption rights, including with respect to FLAC Class A Ordinary Shares purchased in the FLAC IPO or in the aftermarket, in connection with the Business Combination. As of June 30, 2022, 14,301,000 FLAC Class A Ordinary Shares were outstanding. The FLAC Class A Ordinary Shares include (i) 13,800,00 FLAC Class A Ordinary Shares issued in FLAC’s initial public offering (“FLAC Public Shares”) and (ii) 501,000 shares issued to the Sponsor as part of a private placement which closed concurrently with FLAC’s initial public offering (“FLAC Private Placement Shares”) which do not hold redemption rights. As of June 30, 2022, the FLAC Initial Shareholders held 501,000 FLAC Class A Ordinary Shares, representing 3.5% of the outstanding FLAC Class A Ordinary Shares and 3,450,000 FLAC Class B Ordinary Shares (the “Founder Shares”). Redemption rights were provided to the holders of FLAC Public Shares in connection with the Business Combination. For the avoidance of doubt, the FLAC Class B Ordinary Shares and the FLAC Private Placement Shares, have no redemption rights attached. FLAC and certain other of its investors, including affiliates of the Sponsor, representing a total of 1,500,000 FLAC Class A Ordinary Shares, each also entered into support agreements (the “Investor Support Agreements”), the form of which is included herein as Annex F, pursuant to which such FLAC shareholder agreed to (a) vote (i) in favor of the Business Combination Agreement and the Transactions, including in favor of each Transaction Proposal (as defined in the Business Combination Agreement), (ii) in favor of any other matter reasonably necessary or required to cause the consummation of the Transactions, and (iii) against any proposal that conflicts or materially impedes or interferes with, or would adversely affect or delay the consummation of the Transactions and (b) waive any redemption rights, including with respect to FLAC Class A Ordinary Shares purchased in the FLAC IPO or in the aftermarket, in connection with the Business Combination.

It is anticipated that, following the closing of the Business Combination: (i) FLAC’s public shareholders (excluding any Holdco Shares issued pursuant to the PIPE Financing) will receive approximately 14.9% of Holdco Shares and 14.9% of the voting rights of Holdco, (ii) the PIPE Investors (excluding the FLAC Initial Shareholders and affiliates of the Sponsor) (some of whom are also NewAmsterdam Pharma shareholders) will receive approximately 22.0% of Holdco Shares and 22.0% of the voting rights of Holdco, (iii) the FLAC Initial Shareholders and their affiliates (including the Sponsor) will receive approximately 11.0% of Holdco Shares and 11.0% of the voting rights of Holdco and (iv) the Participating Shareholders (excluding Holdco Shares issued pursuant to the PIPE Financing, but including the Holdco Shares issued to Amgen and MTPC pursuant to each of their respective profit rights described in the section entitled “NewAmsterdam Pharma’s Management Discussion and Analysis of Financial Condition and Results of Operations—Contractual Obligations and Commitments—2020 SPA and Profit Right Agreement”) will receive approximately 52.2% of Holdco Shares and 52.2% of the voting rights of Holdco. These ownership levels in Holdco assume that (i) no FLAC Class A Ordinary Shares are elected to be redeemed by the FLAC public shareholders, (ii) 23,460,000 Holdco Shares are issued to the PIPE Investors in connection with the PIPE Financing, (iii) none of the Holdco Warrants have been exercised, (iv) Participating Shareholders representing 100% of the issued and outstanding shares of NewAmsterdam Pharma participated in the Exchange, (v) none of the 1,886,137 Earnout Shares (including those issuable to Amgen and MTPC) have been issued, (vi) an aggregate of 8,656,330 Holdco Shares have been issued to Amgen and MTPC pursuant to each of their respective profit rights referenced above, (vii) none of the NewAmsterdam Pharma Options have been exercised prior to the closing of the Business Combination, and (viii) no options of Holdco (the “Holdco Options”) or awards that may be issued under Holdco’s long-term incentive plan following the closing of the Business Combination have been exercised. While all Participating Shareholders will contribute all of their outstanding shares in the capital of NewAmsterdam Pharma to Holdco in the Exchange by

either individually executing a deed of issuance and contribution or through NewAmsterdam Pharma’s execution of such a deed on their behalf, we have included the participation of the Participating Shareholders in the Exchange as an assumption in clause (iv) above because NewAmsterdam Pharma will be required to confirm and/or effectuate the executions of all such deeds before the Business Combination can be consummated. If all of the Holdco Warrants, NewAmsterdam Pharma Options (prior to the Closing) and Holdco Options were exercisable and immediately exercised upon completion of the Business Combination on a 1:1 basis for Holdco Shares, FLAC’s public shareholders (excluding any Holdco Shares issued pursuant to the PIPE Financing) would hold in aggregate approximately 12.3% of Holdco Shares on a fully diluted basis and 12.3% of the voting rights in aggregate, the FLAC Initial Shareholders would hold approximately 9.1% of Holdco Shares and 9.1% of the voting rights in aggregate and the Participating Optionholders would hold approximately 4.0% of Holdco Shares and 4.0% of the voting rights in aggregate; however, the Holdco Warrants are subject to restrictions on the timing of their exercise and may also be exercisable on a cashless basis by reference to the fair market value of the Holdco Shares, and these percentages are therefore indicative only.

In addition to the Business Combination Proposal and the Merger Proposal, FLAC shareholders are being asked to consider and vote upon a proposal to adjourn the General Meeting to a later date or dates, if necessary, to, among other things, permit further solicitation and vote of proxies if there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal (Proposal No. 1) or the Merger Proposal (Proposal No. 2). The Adjournment Proposal (Proposal No. 3) will only be presented to FLAC shareholders in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal or the Merger Proposal or for any other reason in connection with, the Business Combination Agreement. Each of these proposals is more fully described in this proxy statement/prospectus, which each shareholder is encouraged to read carefully.

The FLAC Class A Ordinary Shares, FLAC Public Units (defined below) and FLAC Public Warrants (defined below) are currently listed on Nasdaq under the symbols “FLAC,” “FLACU” and “FLACW,” respectively. Upon the closing of the Business Combination, the FLAC securities will be delisted from Nasdaq. Holdco has applied to list the Holdco Shares and Holdco Public Warrants on Nasdaq under the symbols “NAMS” and “NAMSW” respectively, upon the closing of the Business Combination. FLAC cannot assure you that the Holdco Shares or Holdco Public Warrants will be approved for listing on Nasdaq.

Investing in Holdco’s securities involves a high degree of risk. See “Risk Factors” beginning on page 69 of the accompanying proxy statement/prospectus for a discussion of information that should be considered in connection with an investment in Holdco’s securities. Holdco is an “emerging growth company” and a “foreign private issuer” under applicable United States federal securities laws and will be subject to reduced public company reporting requirements.

The accompanying proxy statement/prospectus serves as a:

Pursuant to FLAC’s amended and restated memorandum and articles of association, FLAC is providing its public shareholders with the opportunity to redeem, upon the closing of the Business Combination, FLAC Class A Ordinary Shares then held by them for cash equal to their pro rata share of the aggregate amount then on deposit (as of two business days prior to the closing of the Business Combination) in the trust account established by FLAC containing the proceeds of FLAC’s initial public offering (the “FLAC IPO”) and from certain private placements occurring simultaneously with the FLAC IPO for the benefit of FLAC’s public shareholders (the “Trust Account”). Any such redemptions will take effect as repurchases under the FLAC amended and restated memorandum and articles of association (the “FLAC Shareholder Redemption”). The per-share amount that FLAC will distribute to

investors who properly redeem their FLAC Class A Ordinary Shares will not be reduced by the aggregate deferred underwriting commission of approximately $4.8 million that FLAC will pay to the underwriters of the FLAC IPO or transaction expenses incurred in connection with the Business Combination. For illustrative purposes, based on the fair value of marketable securities held in the Trust Account of approximately $138.6 million as of September 30, 2022, the record date for the General Meeting, the estimated per FLAC Class A Ordinary Share redemption price would have been approximately $10.04. The redemption rights include the requirement that a shareholder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to the Transfer Agent in order to validly redeem its shares. Public shareholders may elect to redeem their shares even if they vote in favor of the Business Combination Proposal or the Merger Proposal. A public shareholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming in the aggregate his, her or its FLAC Public Shares or, if part of such a group, the group’s FLAC Public Shares, in excess of 15% of the FLAC Class A Ordinary Shares included in the FLAC Public Units sold in the FLAC IPO (i.e., in excess of 2,070,000 FLAC Class A Ordinary Shares). Each redemption of a FLAC Public Share by FLAC’s public shareholders will reduce the amount in the Trust Account.

The conditions to closing in the Business Combination Agreement are for the sole benefit of the parties thereto and may be waived by such parties. Holders of outstanding FLAC Public Warrants do not have redemption rights in connection with the Business Combination. Unless otherwise specified, the information in the accompanying proxy statement/prospectus assumes that (i) no FLAC Class A Ordinary Shares are elected to be redeemed by the public shareholders, (ii) 23,460,000 Holdco Shares are issued to the PIPE Investors in connection with the PIPE Financing, (iii) none of the Holdco Warrants have been exercised, (iv) Participating Shareholders representing 100% of the issued and outstanding shares of NewAmsterdam Pharma participated in the Exchange, (v) none of the 1,886,137 Earnout Shares (including those issuable to Amgen and MTPC) will be issued, (vi) an aggregate of 8,656,330 Holdco Shares have been issued to Amgen and MTPC pursuant to each of their respective profit rights described in the section entitled “NewAmsterdam Pharma’s Management Discussion and Analysis of Financial Condition and Results of Operations—Contractual Obligations and Commitments—2020 SPA and Profit Right Agreement,” (vii) none of the NewAmsterdam Pharma Options have been exercised prior to the closing of the Business Combination, and (viii) no Holdco Options or awards that may be issued under Holdco’s long-term incentive plan following the closing of the Business Combination, have been exercised. While all Participating Shareholders will contribute all of their outstanding shares in the capital of NewAmsterdam Pharma to Holdco in the Exchange by either individually executing a deed of issuance and contribution or through NewAmsterdam Pharma’s execution of such a deed on their behalf, we have included the participation of the Participating Shareholders in the Exchange as an assumption in clause (iv) above because NewAmsterdam Pharma will be required to confirm and/or effectuate the executions of all such deeds before the Business Combination can be consummated. For more information about the factors that affect the assumptions above, please see the section entitled “The Business Combination—Ownership of Holdco Following the Business Combination.”

Each of the FLAC Initial Shareholders has agreed, for no additional consideration, to waive their redemption rights with respect to any Founder Shares or any FLAC Public Shares they may hold in connection with a shareholder vote to approve a proposed initial business combination, including the Business Combination. 501,000 outstanding FLAC Class A Ordinary Shares issued to the Sponsor in a private placement will be excluded from the pro rata calculation used to determine the per-share redemption price. Currently, the FLAC Initial Shareholders collectively own approximately 19% of the issued and outstanding FLAC Ordinary Shares, including all of the Founder Shares. The FLAC Initial Shareholders have agreed to vote any Founder Shares and FLAC Public Shares owned by them in favor of the Business Combination and the Transactions. The Founder Shares are subject to transfer restrictions. The FLAC amended and restated memorandum and articles of association includes a conversion adjustment which provides that the Founder Shares will automatically convert at the time of the Business Combination into a number of FLAC Class A Ordinary Shares one day after the closing of the Business Combination, at a conversion rate that entitles the FLAC Initial Shareholders to continue to own, in the aggregate, approximately 19% of the issued and outstanding FLAC Ordinary Shares after giving effect to the PIPE Financing. However, the FLAC Initial Shareholders have agreed to waive such conversion

adjustment pursuant to the Sponsor Support Agreement. As a result, each remaining Founder Share will be exchanged for one Holdco Share at the closing of the Business Combination, such that the FLAC Initial Shareholders will hold approximately 11.0% (on a fully diluted basis) of the total number of Holdco Shares outstanding after the consummation of the Business Combination.

FLAC is providing the accompanying proxy statement/prospectus and accompanying proxy card to its shareholders in connection with the solicitation of proxies to be voted at the General Meeting and at any adjournments or postponements of the General Meeting. Information about the General Meeting, the Business Combination, the Merger and other related business to be considered by the FLAC shareholders at the General Meeting is included in the accompanying proxy statement/prospectus. Whether or not you plan to attend the General Meeting, all FLAC shareholders are urged to read carefully the accompanying proxy statement/prospectus, including the Annexes and the accompanying financial statements of FLAC and NewAmsterdam Pharma carefully and in their entirety. In particular, you are urged to carefully read the section entitled “Risk Factors” beginning on page 69 of the accompanying proxy statement/prospectus.

At a meeting of a special committee of the FLAC Board (the “FLAC Special Committee”), comprised solely of disinterested and independent directors and established because of the conflict of interests of certain members of the FLAC Board (as more particularly described in “The Business Combination—Interests of Certain Persons in the Business Combination—Interests of FLAC’s Directors and Executive Officers in the Business Combination”), the FLAC Special Committee unanimously adopted resolutions concluding and finding the Business Combination to be advisable and fair to, and in the best interests of FLAC and its unaffiliated shareholders and recommending the full FLAC Board to authorize the execution, delivery and performance of the Business Combination Agreement and the consummation of the Business Combination, and to present the Business Combination Agreement and the Business Combination to the FLAC shareholders for their approval.

After careful consideration, the FLAC Board, acting upon the unanimous recommendation of the FLAC Special Committee, has approved the Business Combination Agreement, the Business Combination and the Merger, and recommends that FLAC shareholders vote “FOR” the Business Combination Proposal, “FOR” the Merger Proposal, and “FOR” all other proposals presented to FLAC shareholders in the accompanying proxy statement/prospectus. When you consider the FLAC Board and the FLAC Special Committee’s recommendation of these proposals, you should keep in mind that certain FLAC directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. Please see the section entitled “The Business Combination—Interests of Certain Persons in the Business Combination” in the accompanying proxy statement/prospectus for additional information.

Approval of the Merger Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the General Meeting and entitled to vote on such matter. Approval of the Business Combination Proposal and the Adjournment Proposal each require the affirmative vote of holders of a majority of the FLAC Ordinary Shares that are entitled to vote and are voted at the General Meeting.

Your vote is very important. Whether or not you plan to attend the General Meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to ensure that your shares are represented at the General Meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the General Meeting. The transactions contemplated by the Business Combination Agreement, including the Merger, will be consummated only if both the Business Combination Proposal and the Merger Proposal are approved at the General Meeting. The closing of the Business Combination is conditioned upon the approval of the Business Combination Proposal and the Merger Proposal. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in the accompanying proxy statement/prospectus.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the General Meeting. If you fail to return your proxy card or fail

to instruct your bank, broker or other nominee how to vote, and do not attend the General Meeting in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the General Meeting. Broker non-votes and abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the Business Combination Proposal or the Merger Proposal. If you are a shareholder of record and you attend the General Meeting and wish to vote virtually or in person at the General Meeting, you may withdraw your proxy and vote virtually or in person at the General Meeting.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND THAT FLAC REDEEM YOUR SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO THE TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE INITIALLY SCHEDULED VOTE AT THE GENERAL MEETING. THE REDEMPTION RIGHTS INCLUDE THE REQUIREMENT THAT A SHAREHOLDER MUST IDENTIFY HIMSELF, HERSELF OR ITSELF IN WRITING AS A BENEFICIAL HOLDER AND PROVIDE HIS, HER OR ITS LEGAL NAME, PHONE NUMBER AND ADDRESS TO THE TRANSFER AGENT IN ORDER TO VALIDLY REDEEM HIS, HER OR ITS SHARES. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

On behalf of the FLAC Board, I would like to thank you for your support of FLAC and look forward to a successful completion of the Business Combination.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

The accompanying proxy statement/prospectus is dated October 18, 2022, and is expected to be first mailed or otherwise delivered to FLAC shareholders on or about October 20, 2022.

ADDITIONAL INFORMATION

No person is authorized to give any information or to make any representation with respect to the matters that this proxy statement/prospectus describes other than those contained in this proxy statement/prospectus, and, if given or made, the information or representation must not be relied upon as having been authorized by Holdco, FLAC or NewAmsterdam Pharma. This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy securities or a solicitation of a proxy in any jurisdiction where, or to any person to whom, it is unlawful to make such an offer or a solicitation. Neither the delivery of this proxy statement/prospectus nor any distribution of securities made under this proxy statement/prospectus will, under any circumstances, create an implication that there has been no change in the affairs of Holdco, FLAC or NewAmsterdam Pharma since the date of this proxy statement/prospectus or that any information contained herein is correct as of any time subsequent to such date.

NOTICE OF EXTRAORDINARY GENERAL MEETING

OF FRAZIER LIFESCIENCES ACQUISITION CORPORATION

TO BE HELD ON NOVEMBER 15, 2022

TO THE SHAREHOLDERS OF FRAZIER LIFESCIENCES ACQUISITION CORPORATION:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of the shareholders (the “General Meeting”) of Frazier Lifesciences Acquisition Corporation, a Cayman Islands exempted company (“FLAC”), will be held on November 15, 2022 at 10:30 a.m. Eastern time, via live webcast at the following address: www.cstproxy.com/flac/2022 and in person at 70 Willow Road, Suite 200, Menlo Park, CA, 94025. You will need the 12-digit meeting control number that is printed on your proxy card to enter the General Meeting. FLAC recommends that you log in at least 15 minutes before the General Meeting to ensure you are logged in when the General Meeting starts. We strongly encourage you to participate by such means and not attend in person. The General Meeting will be held for the following purposes:

The record date for the General Meeting for FLAC shareholders that hold their shares in “street name” is September 30, 2022 for FLAC shareholders holding their shares in “street name,” and only shareholders at the

close of business on that date may vote at the General Meeting or any adjournment thereof. For the avoidance of doubt, the record date does not apply to FLAC shareholders that hold their shares in registered form and are registered as shareholders in FLAC’s register of members. FLAC shareholders that hold their shares in registered form are entitled to one vote on each proposal presented at the General Meeting for each FLAC Ordinary Share held on the date of the General Meeting.

As further described in the accompanying proxy statement/prospectus, subject to the terms and conditions of the Business Combination Agreement, in connection with the Business Combination, among other things:

In connection with the foregoing and concurrently with the execution of the Business Combination Agreement, FLAC and Holdco entered into Subscription Agreements with the PIPE Investors, pursuant to which the PIPE Investors agreed to subscribe for and purchase, and Holdco agreed to issue and sell to such PIPE Investors, an aggregate of 23,460,000 Holdco Shares at $10.00 per share for gross proceeds of $234.6 million (the “PIPE Financing”) substantially concurrently with the closing of the Business Combination is completed. The Holdco Shares to be issued pursuant to the Subscription Agreements have not been registered under the U.S.

Securities Act, in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder. Holdco will grant the PIPE Investors certain registration rights in connection with the PIPE Financing. The PIPE Financing is contingent upon, among other things, the substantially concurrent consummation of the Business Combination. The Business Combination Agreement provides that NewAmsterdam Pharma’s obligation to consummate the Business Combination is conditioned on the aggregate gross cash proceeds received from the PIPE Financing and from the trust account established by FLAC containing the proceeds of FLAC’s initial public offering being at least $250 million, after giving effect to any redemptions of FLAC Class A Ordinary Shares in connection with the Business Combination. The committed PIPE subscriptions, if fully funded, and expected cash available in the Trust Account after giving effect to the FLAC Shareholder Redemption, are sufficient to satisfy the minimum cash condition, even if holders of up to approximately 88% of the issued and outstanding FLAC Public Shares exercise their redemption rights.

In addition, in connection with the execution of the Business Combination Agreement, FLAC, NewAmsterdam Pharma and Holdco entered into the Sponsor Support Agreement with the FLAC Initial Shareholders, pursuant to which the FLAC Initial Shareholders have agreed to (a) vote (i) in favor of the Business Combination Agreement and the Transactions, including in favor of each Transaction Proposal (as defined in the Business Combination Agreement), (ii) in favor of any other matter reasonably necessary or required to cause the consummation of the Transactions, and (iii) against any proposal that conflicts or materially impedes or interferes with, or would adversely affect or delay the consummation of the Transactions; (b) waive any adjustment to the conversion ratio set forth in FLAC’s amended and restated memorandum and articles of association or any other anti-dilution or similar protection with respect to the FLAC Class B Ordinary Shares held by them; and (c) waive any redemption rights, including with respect to FLAC Class A Ordinary Shares purchased in the FLAC IPO or in the aftermarket, in connection with the Business Combination. FLAC and certain other of its investors, including affiliates of the Sponsor, representing FLAC Class A Ordinary Shares, also entered into Support Agreements (the “Investor Support Agreements”), the form of which is included herein as Annex F, pursuant to which the FLAC shareholder agreed to (a) vote (i) in favor of the Business Combination Agreement and the Transactions, including in favor of each Transaction Proposal (as defined in the Business Combination Agreement), (ii) in favor of any other matter reasonably necessary or required to cause the consummation of the Transactions, and (iii) against any proposal that conflicts or materially impedes or interferes with, or would adversely affect or delay the consummation of the Transactions and (b) waive any redemption rights, including with respect to FLAC Class A Ordinary Shares purchased in the FLAC IPO or in the aftermarket, in connection with the Business Combination. The above matters are more fully described in the accompanying proxy statement/prospectus, which also includes, as Annex A, a copy of the Business Combination Agreement. You are urged to carefully read the accompanying proxy statement/prospectus in its entirety, including the Annexes and accompanying financial statements of FLAC and NewAmsterdam Pharma. Capitalized terms that are not otherwise defined have the meaning given to such terms in the accompanying proxy statement/prospectus.

Pursuant to FLAC’s amended and restated memorandum and articles of association, FLAC is providing its public shareholders with the opportunity to redeem, upon the closing of the Business Combination, FLAC Class A Ordinary Shares then held by them for cash equal to their pro rata share of the aggregate amount then on deposit (as of two business days prior to the closing of the Business Combination) in the trust account established by FLAC containing the proceeds of FLAC’s initial public offering (the “FLAC IPO”) and from certain private placements occurring simultaneously with the FLAC IPO for the benefit of FLAC’s public shareholders (the “Trust Account”). Any such redemptions will take effect as repurchases under the FLAC amended and restated memorandum and articles of association (the “FLAC Shareholder Redemption”). The per-share amount that FLAC will distribute to investors who properly redeem their FLAC Class A Ordinary Shares will not be reduced by the aggregate deferred underwriting commission of approximately $4.8 million that FLAC will pay to the underwriters of the FLAC IPO or transaction expenses incurred in connection with the Business Combination. For illustrative purposes, based on the fair value of marketable securities held in the Trust Account of approximately $138.6 million as of September 30, 2022, the record date for the General Meeting, the estimated per FLAC Class A Ordinary Share redemption price would have been approximately $10.04. The redemption rights include the requirement that a shareholder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to the Transfer Agent in order to validly redeem its shares. Public shareholders may elect to redeem their shares even if they vote in favor of the Business Combination Proposal or the Merger Proposal. A public shareholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming in the aggregate his, her or its FLAC Public Shares or, if part of such a group, the group’s FLAC Public Shares, in excess of 15% of the

FLAC Class A Ordinary Shares included in the FLAC Public Units sold in the FLAC IPO (i.e., in excess of 2,070,000 FLAC Class A Ordinary Shares). Each redemption of a FLAC Public Share by FLAC’s public shareholders will reduce the amount in the Trust Account.

The conditions to closing in the Business Combination Agreement are for the sole benefit of the parties thereto and may be waived by such parties. Holders of outstanding FLAC Public Warrants do not have redemption rights in connection with the Business Combination. Unless otherwise specified, the information in the accompanying proxy statement/prospectus assumes that: (i) no FLAC Class A Ordinary Shares are elected to be redeemed by the public shareholders, (ii) 23,460,000 Holdco Shares are issued to the PIPE Investors in connection with the PIPE Financing, (iii) none of the Holdco Warrants have been exercised, (iv) Participating Shareholders representing 100% of the issued and outstanding shares of NewAmsterdam Pharma participated in the Exchange, (v) none of the 1,886,137 Earnout Shares (including those issuable to Amgen and MTPC) will be issued, (vi) an aggregate of 8,656,330 Holdco Shares will be issued to Amgen and MTPC pursuant to each of their respective profit rights described in the section entitled “NewAmsterdam Pharma’s Management Discussion and Analysis of Financial Condition and Results of Operations—Contractual Obligations and Commitments—2020 SPA and Profit Right Agreement,” (vii) none of the NewAmsterdam Pharma Options have been exercised and (viii) no options of Holdco or awards that may be issued under Holdco’s long-term incentive plan following the closing of the Business Combination have been exercised. While all Participating Shareholders will contribute all of their outstanding shares in the capital of NewAmsterdam Pharma to Holdco in the Exchange by either individually executing a deed of issuance and contribution or through NewAmsterdam Pharma’s execution of such a deed on their behalf, we have included the participation of the Participating Shareholders in the Exchange as an assumption in clause (iv) above because NewAmsterdam Pharma will be required to confirm and/or effectuate the executions of all such deeds before the Business Combination can be consummated. For more information about the factors that affect the assumptions above, please see the section entitled “The Business Combination—Ownership of Holdco Following the Business Combination.”

Each of the FLAC Initial Shareholders has agreed, for no additional consideration, to waive their redemption rights with respect to any of the Founder Shares or any FLAC Public Shares they may hold in connection with a shareholder vote to approve a proposed initial business combination, including the Business Combination. 501,000 outstanding FLAC Class A Ordinary Shares issued to the Sponsor in a private placement will be excluded from the pro rata calculation used to determine the per-share redemption price. Currently, the FLAC Initial Shareholders own approximately 19% of the issued and outstanding FLAC Ordinary Shares, including all of the Founder Shares. The FLAC Initial Shareholders have agreed to vote any Founder Shares and FLAC Public Shares owned by them in favor of the Business Combination and the transactions contemplated thereby. The Founder Shares are subject to transfer restrictions. The FLAC amended and restated memorandum and articles of association includes a conversion adjustment which provides that the Founder Shares will automatically convert at the time of the Business Combination into a number of FLAC Class A Ordinary Shares one day after the closing of the Business Combination, at a conversion rate that entitles the FLAC Initial Shareholders to continue to own, in the aggregate, approximately 19% of the issued and outstanding FLAC Ordinary Shares after giving effect to the PIPE Financing. However, the FLAC Initial Shareholders have agreed to waive such conversion adjustment pursuant to the Sponsor Support Agreement. As a result, each remaining Founder Share will be exchanged for one Holdco Share at the closing of the Business Combination, such that the FLAC Initial Shareholders will hold approximately 11% (on a fully diluted basis) of the total number of Holdco Shares outstanding after the consummation of the Business Combination.

The closing of the Business Combination is conditioned upon the approval of the Business Combination Proposal and the Merger Proposal. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in the accompanying proxy statement/prospectus.

Approval of the Merger Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least a two-thirds majority of the votes cast by the holders of the issued ordinary shares present in person or represented by proxy at the General Meeting and entitled to vote on such matter. Approval of the Business Combination Proposal and the Adjournment Proposal each require the affirmative vote of holders of a majority of the FLAC Ordinary Shares that are entitled to vote and are voted at the General Meeting.

After careful consideration, the FLAC Board recommends that FLAC shareholders vote “FOR” the Business Combination Proposal, “FOR” the Merger Proposal, and “FOR” all other proposals presented to FLAC shareholders in the accompanying proxy statement/prospectus.

TABLE OF CONTENTS

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form F-4 filed with the U.S. Securities and Exchange Commission (the “SEC”) by Holdco, constitutes a prospectus of Holdco under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the Holdco securities to be issued to FLAC shareholders and NewAmsterdam Pharma shareholders, if the business combination described below is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to the general meeting of FLAC shareholders at which FLAC shareholders will be asked to consider and vote upon proposals to adopt and approve the Business Combination Agreement and the transactions contemplated thereby, including the Business Combination, and to adopt and approve the Merger, along with the Merger Documents, including the Plan of Merger, by the approval and adoption of the Business Combination Proposal and the Merger Proposal, respectively, among other matters.

CONVENTIONS WHICH APPLY TO THIS PROXY STATEMENT/PROSPECTUS

In this proxy statement/prospectus, unless otherwise specified or the context otherwise requires:

The historical financial information was translated from USD to EUR using the historical closing exchange rate, as at June 30, 2022, of $1.0469 per EUR.

IMPORTANT INFORMATION ABOUT U.S. GAAP AND IFRS

FLAC’s financial statements included in this proxy statement/prospectus have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for financial information and pursuant to the rules and regulations of the SEC.

NewAmsterdam Pharma’s audited financial statements included in this proxy statement/prospectus have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”).

For additional information, see the section entitled “General Information—Presentation of Financial Information.”

SERVICE MARKS AND TRADE NAMES

The NewAmsterdam Pharma name, logos and other service marks of NewAmsterdam Pharma appearing in this prospectus are the property of NewAmsterdam Pharma. Solely for convenience, some of the service marks, logos and trade names referred to in this proxy statement/prospectus are presented without the ^™ and ^SM symbols, but such references are not intended to indicate, in any way, that Holdco will not assert, to the fullest extent under applicable law, its rights or the rights of the applicable licensors to these service marks and trade names. This proxy statement/prospectus contains additional trademarks, service marks and trade names of others. All trademarks, service marks and trade names appearing in this proxy statement/prospectus are, to Holdco’s knowledge, the property of their respective owners. Holdco does not intend Holdco’s use or display of other companies’ trademarks, service marks, copyrights or trade names to imply a relationship with, or endorsement or sponsorship of Holdco by, any other companies.

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SELECTED DEFINITIONS

Unless otherwise stated in this proxy statement/prospectus or the context otherwise requires, references to:

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains forward-looking statements. Forward-looking statements provide Holdco’s and FLAC’s current expectations or forecasts of future events. Forward-looking statements include statements about Holdco’s and FLAC’s expectations, beliefs, plans, objectives, intentions, assumptions and other statements that are not historical facts. Words or phrases such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “objective,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” “will” and “would,” or similar words or phrases, or the negatives of those words or phrases, may identify forward-looking statements, but the absence of these words does not necessarily mean that a statement is not forward-looking. Examples of forward-looking statements in this proxy statement/prospectus include, but are not limited to, statements regarding Holdco’s disclosure concerning NewAmsterdam Pharma’s operations, cash flows, financial position and dividend policy.

Forward-looking statements appear in a number of places in this proxy statement/prospectus including, without limitation, in the sections titled “NewAmsterdam Pharma’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “FLAC’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business of FLAC and Certain Information About FLAC” and “Business of NewAmsterdam Pharma and Certain Information About NewAmsterdam Pharma.” Forward-looking statements in this proxy statement/prospectus and in any document incorporated by reference in this proxy statement/prospectus may include, for example, statements about:

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Forward-looking statements are subject to known and unknown risks and uncertainties and are based on potentially inaccurate assumptions that could cause actual results to differ materially from those expected or implied by the forward-looking statements. Actual results could differ materially from those anticipated in forward-looking statements for many reasons, including the factors described in the section titled “Risk Factors” in this proxy statement/prospectus. Accordingly, you should not rely on these forward-looking statements, which speak only as of the date of this proxy statement/prospectus. Holdco and FLAC undertake no obligation to publicly revise any forward-looking statement to reflect circumstances or events after the date of this proxy statement/prospectus or to reflect the occurrence of unanticipated events. You should, however, review the factors and risks FLAC describes in its reports it files from time to time with the SEC and that Holdco describes in the reports it will file from time to time with the SEC after the closing of the Business Combination.

In addition, statements that “Holdco believes” and similar statements reflect Holdco’s beliefs and opinions on the relevant subject. These statements are based on information available to Holdco as of the date of this proxy statement/prospectus. And while Holdco believes that information provides a reasonable basis for these statements, that information may be limited or incomplete. Holdco’s statements should not be read to indicate that it has conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and you are cautioned not to unduly rely on these statements.

Although Holdco believes the expectations reflected in the forward-looking statements were reasonable at the time made, it cannot guarantee future results, level of activity, performance or achievements. Moreover, FLAC, Holdco nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should carefully consider the cautionary statements contained or referred to in this section in connection with the forward-looking statements contained in this proxy statement/prospectus and any subsequent written or oral forward-looking statements that may be issued by Holdco or persons acting on its behalf.

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QUESTIONS AND ANSWERS FOR SHAREHOLDERS OF FLAC

The questions and answers below highlight only selected information from this proxy statement/prospectus and only briefly address some commonly asked questions about the General Meeting and the proposals to be presented at the General Meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that is important to FLAC’s shareholders. Shareholders are urged to read carefully this entire proxy statement/prospectus, including the Annexes and the other documents referred to herein, to fully understand the proposed Business Combination and the voting procedures for the General Meeting, which will be held on November 15, 2022 at 10:30 a.m., Eastern time, via live webcast at the following address: www.cstproxy.com/flac/2022 and in person at 70 Willow Road, Suite 200, Menlo Park, CA, 94025. Unless the context otherwise requires, any reference in the section below to “we,” “us” or “our” refers to FLAC.

These transactions are collectively referred to as the Business Combination. You are being asked to vote on the Business Combination Proposal and the Merger Proposal. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A. You are also being asked to vote on the Adjournment Proposal to adjourn the General Meeting to a later date or dates, if necessary, to, among other things, permit further solicitation and vote of proxies if there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Merger Proposal or for any other reason in connection with the Business Combination Agreement.

This proxy statement/prospectus and its Annexes contain important information about the proposed Business Combination and the other matters to be acted upon at the General Meeting. You should read this proxy statement/prospectus and its Annexes carefully and in their entirety.

Your vote is important. You are encouraged to submit your proxy as soon as possible after carefully reviewing this proxy statement/prospectus and its Annexes.

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The Adjournment Proposal (Proposal No. 3) will only be presented to FLAC shareholders if necessary, to, among other things, permit further solicitation and vote of proxies if there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Merger Proposal or for any other reason in connection with, the Business Combination Agreement.

It is important for you to note that in the event the Business Combination Proposal and the Merger Proposal do not receive the requisite vote for approval, then FLAC will not consummate the Business Combination. If FLAC does not consummate the Business Combination and fails to complete an initial business combination by December 11, 2022, or such later date as may be approved by FLAC’s shareholders, FLAC will be required to dissolve and liquidate the Trust Account by returning the then-remaining funds in such Trust Account to its public shareholders, absent any extension.

FLAC has identified several criteria and guidelines it believes are important for evaluating acquisition opportunities. FLAC has sought to acquire companies with some or all of the following characteristics: (1) therapeutics-focused business, (2) preclinical through commercial stage assets, (3) a company with minimal additional equity required to achieve significant defined clinical, regulatory or commercial milestones, (4) management teams that have requisite experience and expertise, (5) a product focus, (6) near value inflection points, (7) proven performers, (8) potential for liquidity through mergers and acquisitions and (9) capital efficiency.

Based on its due diligence investigations of NewAmsterdam Pharma and the industry in which it operates, including the financial and other information provided by NewAmsterdam Pharma in the course of negotiations, FLAC believes that NewAmsterdam Pharma meets the criteria and guidelines listed above. Please see the section entitled “The Business Combination—The FLAC Board’s Reasons for the Business Combination” for additional information.

Although the FLAC Board believes that the Business Combination with NewAmsterdam Pharma presents a unique business combination opportunity and is in the best interests of FLAC and its shareholders, the FLAC Board did consider the following potentially material negative factors in arriving at that conclusion:

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These factors are discussed in greater detail in the section entitled “The Business Combination—The FLAC Board’s Reasons for the Business Combination,” as well as in the section entitled “Risk Factors.”

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On a pro forma basis as at June 30, 2022, assuming the consummation of the Business Combination and the PIPE Financing, NewAmsterdam Pharma estimates that Holdco would have approximately €413.3 million in cash assuming no redemptions by FLAC’s shareholders, and €296.0 million in cash assuming maximum redemptions by FLAC’s shareholders, which NewAmsterdam Pharma believes will be sufficient to fund its anticipated level of operations through 2026, which includes the forecasted completion of its Phase 3 trials. See the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” for more information.

Holdco has applied to list the Holdco Shares and Holdco Public Warrants on Nasdaq under the symbols “NAMS” and “NAMSW,” respectively, upon the closing of the Business Combination.

We cannot assure you that the Holdco Shares or Holdco Public Warrants will be approved for listing on Nasdaq. Holdco is also eligible to be treated as an “emerging growth company” under the JOBS Act. As an emerging growth company, Holdco may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including presenting only limited selected financial data, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, and to the extent that Holdco no longer qualifies as a “foreign private issuer,” reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. See “Risk Factors—Risks Related to Ownership of Holdco Securities—Holdco is eligible to be treated as an “emerging growth company, and Holdco cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make the Holdco Shares less attractive to investors, which could have a material and adverse effect on Holdco, including growth prospects, because Holdco may rely on these reduced disclosure requirements.” In addition, Holdco will be a “foreign private issuer” and as a foreign private issuer, Holdco will be subject to certain different U.S. securities laws than domestic U.S. issuers. Holdco will be exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements to shareholders. As a foreign private issuer, Holdco will be exempt from a number of rules under the U.S. securities laws and will be permitted to file less information with the SEC than a U.S. domestic registrant. This may limit the information available to holders of the Holdco Shares and Holdco Public Warrants. See “Risk Factors—Risks Related to Ownership of Holdco Securities—As Holdco will be a “foreign private issuer” and intends to follow certain home country corporate governance practices, its shareholders may not have the same protections afforded to shareholders of companies that are subject to all Nasdaq corporate governance requirements.”

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Pursuant to the Business Combination Agreement, effective immediately upon Closing, the Holdco Board will be comprised of up to nine members, comprised of one executive director and eight non-executive directors, of which two non-executive directors will be designated by FLAC and one executive director and up to six non-executive directors will be designated by NewAmsterdam Pharma.

For additional information, please see the section entitled “Management of Holdco Following the Business Combination.”

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These ownership levels in Holdco assume the following: (A) no FLAC Class A Ordinary Shares are elected to be redeemed by the public shareholders, (B) 23,460,000 Holdco Shares are issued to the PIPE Investors in connection with the PIPE Financing, (C) none of the Holdco Warrants have been exercised, (D) Participating Shareholders representing 100% of the issued and outstanding shares of NewAmsterdam Pharma participated in the Exchange, (E) none of the 1,886,137 Earnout Shares (including those issuable to Amgen and MTPC) will be issued, (F) an aggregate of 8,656,330 Holdco Shares will be issued to Amgen and MTPC pursuant to each of their respective profit rights referenced above, (G) none of the NewAmsterdam Pharma Options have been exercised prior to the Closing and (H) no Holdco Options or awards that may be issued under Holdco’s long-term incentive plan following the Closing have been exercised. While all Participating Shareholders will contribute all of their outstanding shares in the capital of NewAmsterdam Pharma to Holdco in the Exchange by either individually executing a deed of issuance and contribution or through NewAmsterdam Pharma’s execution of such a deed on their behalf, we have included the participation of the Participating Shareholders in the Exchange as an assumption in clause (D) above because NewAmsterdam Pharma will be required to confirm and/or effectuate the executions of all such deeds before the Business Combination can be consummated.

If all of the Holdco Warrants, NewAmsterdam Pharma Options (prior to the Closing) and Holdco Options were exercisable and immediately exercised upon completion of the Business Combination on a 1:1 basis for Holdco Shares, FLAC’s public shareholders (excluding any Holdco Shares issued pursuant to the PIPE Financing) would hold in aggregate approximately 12.3% of Holdco Shares on a fully diluted basis, the FLAC Initial Shareholders (including the Sponsor) would receive approximately 9.1% of Holdco Shares and 9.1% of the voting rights in aggregate and the Participating Optionholders would receive approximately 4.0% of Holdco Shares and 4.0% of the voting rights in aggregate; however, the Holdco Warrants are subject to restrictions on the timing of their exercise and may also be exercisable on a cashless basis by reference to the fair market value of the Holdco Shares, and these percentages are therefore indicative only.

The ownership percentages with respect to Holdco following the Business Combination do not take into account, unless otherwise expressly stated, the Holdco Warrants, but do include Founder Shares, which will be exchanged for Holdco Shares at the closing of the Business Combination on a 1:1 basis. If the actual facts are different than these assumptions, the ownership percentages in Holdco will be different.

For more information, please see the sections entitled “The Business Combination—Ownership of Holdco Following the Business Combination” and “Unaudited Pro Forma Condensed Combined Financial Information.”

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The approval of the Adjournment Proposal requires the affirmative vote of holders of a majority of the FLAC Ordinary Shares that are entitled to vote and are voted at the General Meeting. Accordingly, a FLAC shareholder’s failure to vote by proxy or to vote in person at the General Meeting will not be counted towards

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the number of FLAC Ordinary Shares required to validly establish a quorum, and if a valid quorum is otherwise established, such failure to vote will have no effect on the outcome of any vote on the Adjournment Proposal. Broker non-votes and abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the Adjournment Proposal.

The FLAC Initial Shareholders, including the Sponsor, have agreed to vote their Founder Shares and any FLAC Public Shares in favor of the Business Combination Proposal, the Merger Proposal, the Adjournment Proposal and any other proposals that may be submitted to the General Meeting or otherwise to the FLAC shareholders as may be required to approve any of the transactions contemplated under the Business Combination Agreement.

A:    If the Business Combination Proposal or the Merger Proposal are not approved and FLAC does not consummate the Business Combination, or another initial business combination, by December 11, 2022, absent any extension, FLAC will be required to dissolve and liquidate the Trust Account.

In addition, in connection with the entry into the Business Combination Agreement, FLAC and Holdco entered into the Sponsor Support Agreement with the FLAC Initial Shareholders and NewAmsterdam Pharma, pursuant to which the FLAC Initial Shareholders have agreed to (a) vote (i) in favor of the Business Combination Agreement and the Transactions, including in favor of each Transaction Proposal (as defined in the Business Combination Agreement), (ii) in favor of any other matter reasonably necessary or required to cause the consummation of the Transactions, and (iii) against any proposal that conflicts or materially impedes or interferes with, or would adversely affect or delay the consummation of the Transactions; (b) waive any adjustment to the conversion ratio set forth in FLAC’s amended and restated memorandum and articles of association or any other anti-dilution or similar protection with respect to the FLAC Class B Ordinary Shares held by them; and (c) waive any redemption rights, including with respect to FLAC Class A Ordinary Shares purchased in the FLAC IPO or in the aftermarket, in connection with the Business Combination. As of June 30, 2022, certain affiliates of the Sponsor held 1,501,000 FLAC Class A Ordinary Shares, representing approximately 10.5% of the outstanding FLAC Class A Ordinary Shares, including 501,000 FLAC Private Placement Shares which do not have redemption rights.

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See the section entitled “The Business Combination—Interests of Certain Persons in the Business Combination—Interests of FLAC’s Directors and Executive Officers in the Business Combination” for a further discussion of additional considerations in connection with the Business Combination.

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If you vote against the Business Combination Proposal or the Merger Proposal and the Business Combination Proposal or the Merger Proposal do not obtain the affirmative vote of holders of (i) at least the majority of FLAC Ordinary Shares with respect to the Business Combination Proposal or (ii) two-thirds of FLAC Ordinary Shares with respect to the Merger Proposal, that are entitled to vote and are voted at the General Meeting, then the Business Combination Proposal and the Merger Proposal, respectively, will fail and FLAC will not consummate the Business Combination. If FLAC does not consummate the Business Combination, it may continue to try to complete a business combination with a different target business until December 11, 2022 or such later date as may be approved by FLAC’s shareholders. If FLAC fails to complete an initial business combination by December 11, 2022, absent any extension, then it will be required to dissolve and liquidate the Trust Account by returning the then-remaining funds in such account to its public shareholders.

Following the Business Combination, Holdco may redeem the Holdco Warrants prior to their exercise at a time that is disadvantageous to you, thereby significantly impairing the value of such warrants. Holdco will have the ability to redeem all outstanding Holdco Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the closing price of the Holdco Shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading day period ending on the third trading day prior to the date on which a notice of redemption is sent to the warrantholders (the “Reference Value”). Holdco will not redeem the Holdco Warrants as described above unless a registration statement under the Securities Act covering the Holdco Shares issuable upon exercise of such warrants is effective and a current prospectus relating to those Holdco Shares is available throughout the 30-day redemption period. If and when the Holdco Warrants become redeemable by Holdco, it may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding Holdco Warrants could force you (i) to exercise your Holdco Warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to sell your Holdco Warrants at the then-current market price when you might otherwise wish to hold your Holdco Warrants or (iii) to accept the nominal redemption price which, at the time the outstanding Holdco Warrants are called for redemption, is likely to be substantially less than the market value of your Holdco Warrants.

In addition, Holdco will have the ability to redeem the outstanding Holdco Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.10 per warrant if, among other things, the Reference Value of the Holdco Shares equals or exceeds $10.00 per share but is less than $18.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) and the Holdco Private Placement Warrants have also been called for redemption, subject to certain limitations as set out in the Warrant Assumption Agreement. Recent trading prices for the FLAC Class A Ordinary Shares have not exceeded the $10.00 per share threshold at which the

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Holdco Warrants would become redeemable. During any 30-day redemption period, the holders will be able to exercise their Holdco Warrants prior to redemption for a number of Holdco Shares determined based on the redemption date and the fair market value of the Holdco Shares. Please see the notes to FLAC’s financial statements included elsewhere in this proxy statement/prospectus. The value received upon exercise of the Holdco Warrants (1) may be less than the value the holders would have received if they had exercised their Holdco Warrants at a later time where the underlying share price is higher and (2) may not compensate the holders for the value of the Holdco Warrants.

In each case, Holdco may only call the Holdco Warrants for redemption upon a minimum of 30 days’ prior written notice of redemption to each holder, provided that holders will be able to exercise their Holdco Warrants prior to the time of redemption and, at Holdco’s election, any such exercise may be required to be on a cashless basis.

FLAC has no specified maximum redemption threshold under the FLAC Articles of Association, other than the aforementioned 15% threshold. Each redemption of FLAC Class A Ordinary Shares by FLAC public shareholders will reduce the amount in the Trust Account, which held marketable securities with a fair value of approximately $138.6 million as of September 30, 2022, the record date for the General Meeting. Unless waived by FLAC or NewAmsterdam Pharma, the Business Combination Agreement provides that each party’s obligation to consummate the Business Combination is conditioned on Holdco having net tangible assets worth at least $5,000,001 immediately after the Closing after giving effect to the amount of cash in the Trust Account (net of the Cash Redemption Amount) together with the proceeds from the PIPE Financing. The committed PIPE subscriptions are sufficient to satisfy this condition if fully funded. Unless waived by NewAmsterdam Pharma, the Business Combination Agreement provides that NewAmsterdam Pharma’s obligation to consummate the Business Combination is conditioned on the Aggregate Cash Proceeds being at least $250 million. The committed PIPE subscriptions, if fully funded, and expected cash available in the Trust Account after giving effect to the FLAC Shareholder Redemption, are sufficient to satisfy this condition, even if holders of up to approximately 88% of the issued and outstanding FLAC Public Shares exercise their redemption rights. The conditions to closing in the Business Combination Agreement are for the sole benefit of the parties thereto and may be waived by such parties. In no event will FLAC redeem its FLAC Class A Ordinary Shares in an amount that would cause its net tangible assets to be less than $5,000,001, as provided in the FLAC Articles of Association. FLAC shareholders who wish to redeem their public shares for cash must refer to and follow the procedures set forth in the section entitled “General Meeting of FLAC—Redemption Rights” in order to properly redeem their public shares.

Holders of FLAC Public Warrants or FLAC Private Placement Shares will not have redemption rights with respect to such securities.

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If a public shareholder exercises its redemption rights, such exercise will not result in the loss of any warrants that it may hold. Assuming that 100% or 12,300,000 FLAC Class A Ordinary Shares held by FLAC’s public shareholders were redeemed, the 4,600,000 retained outstanding FLAC Public Warrants would have had an aggregate value of $368,000 on June 30, 2022.

If a substantial number of, but not all, FLAC public shareholders exercise their redemption rights, any non-redeeming shareholders would experience dilution to the extent such warrants are exercised and additional Holdco Shares are issued. The FLAC Initial Shareholders, including the Sponsor, have agreed not to redeem any Founder Shares or FLAC Public Shares held by them in connection with a shareholder vote to approve a proposed initial business combination. A public shareholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming in the aggregate his, her or its FLAC Public Shares or, if part of such a group, the group’s FLAC Public Shares, in excess of 15% of the FLAC Class A Ordinary Shares included in the FLAC Public Units sold in the FLAC IPO (i.e., in excess of 2,070,000 FLAC Class A Ordinary Shares).

Additionally, as a result of redemptions, the trading market for the Holdco Shares may be less liquid than the market for the FLAC Class A Ordinary Shares was prior to consummation of the Business Combination and Holdco may not be able to meet the listing standards for Nasdaq or another national securities exchange.

The below sensitivity table shows the potential impact of possible redemptions on the pro forma book value per share of the shares owned by non-redeeming shareholders in the No Redemption, Low Redemption (which assumes that 33% of FLAC Public Shares held by public shareholders are redeemed), High Redemption (which assumes that 66% of FLAC Public Shares held by public shareholders are redeemed) and Maximum Redemption scenarios (which assumes that 12,261,482 FLAC Public Shares are redeemed, which number represents the maximum number of FLAC Public Shares that may be redeemed such that the closing condition requiring the Aggregate Cash Proceeds equal or exceed $250 million can still be satisfied). Pursuant to the Sponsor Support Agreement and the Investor Support Agreements, shareholders holding 1,500,000 FLAC Class A Ordinary Shares have agreed not to redeem their shares.

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The level of redemption also impacts the effective underwriting fee incurred in connection with the FLAC IPO. In a no redemption scenario, based on the approximately $138,120,000 in the Trust Account as of June 30, 2022, approximately $4.8 million in deferred underwriting fees from the FLAC IPO represents an effective deferred underwriting fee of approximately 3.5% as a percentage of cash in the Trust Account. In a maximum redemption scenario, the effective underwriting fee would be approximately 47.9% as a percentage of the cash in the Trust Account. The below sensitivity table shows the potential impact of redemptions on the effective deferred underwriting commission as a percentage of the cash left in the Trust Account.

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FLAC Class B Ordinary Shares cannot be redeemed by the holders in connection with the Business Combination.

In no event is your ability to vote all of your shares (including those shares held by you in excess of 15% of the shares sold in the FLAC IPO) for or against the Business Combination restricted.

FLAC has no specified maximum redemption threshold under the FLAC Articles of Association, other than the aforementioned 15% threshold. Each redemption of a FLAC Public Share by FLAC public shareholders will reduce the amount in the Trust Account, which held marketable securities with a fair value of approximately $138.6 million as of September 30, 2022, the record date for the General Meeting. Unless waived by FLAC or NewAmsterdam Pharma, the Business Combination Agreement provides that each party’s obligation to consummate the Business Combination is conditioned on Unless waived by FLAC or NewAmsterdam Pharma, the Business Combination Agreement provides that each party’s obligation to consummate the Business Combination is conditioned on Holdco having net tangible assets worth at least $5,000,001 immediately after the Closing and after giving effect to the amount of cash in the Trust Account (net of the Cash Redemption Amount) together with the proceeds from the PIPE Financing. The committed PIPE subscriptions are sufficient to satisfy this condition if fully funded. Unless waived by NewAmsterdam Pharma, the Business Combination Agreement provides that NewAmsterdam Pharma’s obligation to consummate the Business Combination is conditioned on the Aggregate Cash Proceeds being at least $250 million. The committed PIPE subscriptions, if fully funded, and expected cash available in the Trust Account after giving effect to the FLAC Shareholder Redemption, are sufficient to satisfy this condition, even if holders of up to approximately 88% of the issued and outstanding FLAC Public Shares exercise their redemption rights. The conditions to closing in the Business Combination Agreement are for the sole benefit of the parties thereto and may be waived by such parties. In no event will FLAC redeem its FLAC Class A Ordinary Shares in an amount that would cause its net tangible assets to be less than $5,000,001, as provided in the FLAC Articles of Association.

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Continental Stock Transfer & Trust Company

1 State Street

New York, New York 10004

Attention: Mark Zimkind

Email: mzimkind@continentalstock.com

You do not have to be a record date holder in order to exercise your redemption rights. FLAC shareholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the Transfer Agent and time to effect delivery. It is FLAC’s understanding that FLAC shareholders should generally allot at least two weeks to obtain physical certificates from the Transfer Agent. However, FLAC does not have any control over this process and it may take longer than two weeks. FLAC shareholders who hold their shares in “street name” will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically.

FLAC shareholders seeking to exercise their redemption rights, whether they are registered holders or hold their shares in “street name” are required to either tender their certificates to the Transfer Agent prior to the date set forth in this proxy statement/ prospectus, at least two business days prior to the vote on the Business Combination Proposal at the General Meeting, or to deliver their shares to the Transfer Agent electronically using Depository Trust Company’s (“DTC”) Deposit/Withdrawal At Custodian (“DWAC”) system, at such shareholder’s option. The requirement for physical or electronic delivery prior to the General Meeting ensures that a redeeming shareholder’s election to redeem is irrevocable once the Business Combination is approved.

Any demand for redemption, once made, may be withdrawn at any time until the vote is taken with respect to the Business Combination. If you delivered your shares for redemption to the Transfer Agent and decide within the required timeframe not to exercise your redemption rights, you may request that the Transfer Agent return the shares (physically or electronically). The redemption rights include the requirement that a shareholder must identify himself, herself or itself in writing as a beneficial holder and provide his, her or its legal name, phone number and address to the Transfer Agent in order to validly redeem his, her or its shares. You may make such request by contacting the Transfer Agent at the phone number or address listed under the question “Who can help answer my questions?” below.

If you hold FLAC Public Units registered in your own name, you must deliver the certificate for such FLAC Public Units to the Transfer Agent with written instructions to separate such FLAC Public Units into FLAC Class A Ordinary Shares and FLAC Public Warrants. This must be completed far enough in advance to permit the mailing of the public share certificates back to you so that you may then exercise your redemption rights upon the separation of the public shares from the FLAC Public Units.

If a broker, dealer, commercial bank, trust company or other nominee holds your FLAC Public Units, you must instruct such nominee to separate your FLAC Public Units. Your nominee must send written instructions by facsimile to the Transfer Agent. Such written instructions must include the number of FLAC Public Units to be split and the nominee holding such FLAC Public Units. Your nominee must also initiate electronically, using

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DTC’s DWAC system, a withdrawal of the relevant units and a deposit of an equal number of FLAC Class A Ordinary Shares and FLAC Public Warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the public shares from the FLAC Public Units. While this is typically done electronically on the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your FLAC Public Units to be separated in a timely manner, you will likely not be able to exercise your redemption rights.

There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The Transfer Agent will typically charge a tendering broker a fee and it is in the broker’s discretion whether or not to pass this cost on to the redeeming shareholder. However, this fee would be incurred regardless of whether or not shareholders seeking to exercise redemption rights are required to tender their shares, as the need to deliver shares is a requirement to exercising redemption rights, regardless of the timing of when such delivery must be effectuated.

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If FLAC does not consummate the Business Combination, it may continue to try to complete a business combination with a different target business until December 11, 2022. If FLAC fails to complete an initial business combination by December 11, 2022, absent any extension, then FLAC will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to pay for FLAC income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of FLAC’s remaining shareholders and the FLAC Board, proceed to commence a voluntary liquidation and thereby a formal dissolution of FLAC, subject in each case to FLAC’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per unit in the FLAC IPO. Please see the section entitled “Risk Factors—Risks Related to FLAC” for additional information.

Holders of Founder Shares have waived any right to any liquidation distribution with respect to such shares. In addition, there will be no redemption rights or liquidating distributions with respect to the FLAC Public Warrants and the FLAC Private Placement Warrants, which will expire worthless if FLAC fails to complete an initial business combination by December 11, 2022, absent any extension.

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Voting by Mail. By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals named on the proxy card to vote your shares at the General Meeting in the manner you indicate. You are encouraged to sign and return the proxy card even if you plan to attend the General Meeting so that your shares will be voted if you are unable to attend the General Meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. Votes submitted by mail must be received by 11:59 p.m. Eastern time, on November 14, 2022.

Voting at the General Meeting. We will be hosting the General Meeting via live webcast at www.cstproxy.com/flac/2022 and in person at 70 Willow Road, Suite 200, Menlo Park, CA, 94025. You are strongly encouraged to participate in the General Meeting virtually and not attend in person. A summary of the information you need to attend the General Meeting online is provided below:

If your shares are registered in your name with Continental Stock Transfer and Trust Company and you attend the General Meeting and plan to vote virtually, you must visit www.cstproxy.com/flac/2022, enter the 12-digit control number included on your proxy card or notice of the General Meeting and click on the “Click here to preregister for the online meeting” link at the top of the page. Just prior to the start of the General Meeting you will need to log back into the General Meeting site using your control number. Pre-registration is recommended but is not required in order to attend. Beneficial shareholders (those holding shares through a

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stock brokerage account or by a bank or other holder of record) who wish to attend the virtual meeting must obtain a legal proxy by contacting their account representative at the bank, broker, or other nominee that holds their shares and e-mail a copy (a legible photograph is sufficient) of their legal proxy to proxy@continentalstock.com. Beneficial shareholders who e-mail a valid legal proxy will be issued a 12-digit meeting control number that will allow them to register to attend and participate in the virtual meeting. After contacting Continental Stock Transfer & Trust Company, a beneficial holder will receive an e-mail prior to the General Meeting with a link and instructions for entering the virtual meeting. Beneficial shareholders should contact Continental Stock Transfer & Trust Company at least five business days prior to the General Meeting date in order to ensure access.

If you attend the General Meeting and plan to vote in person, you will be provided with a ballot at the General Meeting. If your shares are registered directly in your name, you are considered the shareholder of record and you have the right to vote in person at the General Meeting. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the General Meeting and vote in person, you will need to bring to the General Meeting a legal proxy from your broker, bank or nominee authorizing you to vote these shares. For additional information, please see the section entitled “General Meeting of FLAC.”

To be admitted to the General Meeting, you will need a form of photo identification and valid proof of ownership of FLAC Ordinary Shares or a valid legal proxy. If you have a legal proxy from a shareholder of record, you must bring a form of photo identification and the legal proxy to the General Meeting. If you have a legal proxy from a “street name” shareholder, you must bring a form of photo identification, a legal proxy from the record holder (that is, the bank, broker or other holder of record) to the “street name” shareholder that is assignable, and the legal proxy from the “street name” shareholder to you. Shareholders may appoint only one proxy holder to attend on their behalf. Shareholders that hold their shares in registered form on the date of the General Meeting are entitled to attend and vote at the General Meeting.

You are strongly encouraged to participate in the General Meeting virtually and not attend in person. FLAC is sensitive to the public health and travel concerns FLAC’s shareholders may have and recommendations that public health officials may issue in light of the evolving COVID-19 pandemic. As a result, FLAC may impose additional procedures or limitations on meeting attendees or may decide to hold the meeting in a different location. We intend to hold the General Meeting via live webcast at www.cstproxy.com/flac/2022 and in person at 70 Willow Road, Suite 200, Menlo Park, CA, 94025. We plan to announce relevant updates on our proxy website, and we encourage you to check this website prior to the General Meeting if you plan to attend.

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FLAC believes that all of the proposals presented to the shareholders at this General Meeting will be considered non-discretionary and, therefore, your broker, bank, or nominee cannot vote your shares without your instruction on any of the proposals presented at the General Meeting. If you do not provide instructions with your proxy card, your broker, bank, or other nominee may deliver a proxy card expressly indicating that it is NOT voting your shares. This indication that a broker, bank, or nominee is not voting your shares is referred to as a “broker non-vote.” Broker non-votes will be counted for the purposes of determining the existence of a quorum but will not be counted for purposes of determining the number of votes cast at the General Meeting. Your broker, bank or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker, bank or other nominee to vote your shares in accordance with directions you provide.

Frazier Lifesciences Acquisition Corporation

Two Union Square

601 Union St., Suite 3200

Seattle, WA 9810

(206) 621-7200

Attention: Corporate Secretary

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You may also contact the proxy solicitor for FLAC at:

Individuals, please call toll-free: (800) 662-5200

Banks and brokerage, please call: (203) 658-9400

Email: FLAC.info@investor.morrowsodali.com

To obtain timely delivery, FLAC shareholders must request the materials no later than November 7, 2022, or five business days prior to the General Meeting.

You may also obtain additional information about FLAC from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”

If you intend to seek redemption of your FLAC Public Shares, you will need to send a letter demanding redemption and deliver your FLAC Public Shares (either physically or electronically) to the Transfer Agent prior to the General Meeting in accordance with the procedures detailed under the question “How do I exercise my redemption rights?” If you have questions regarding the certification of your position or delivery of your FLAC Public Shares, please contact the Transfer Agent:

Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attention: Mark Zimkind

Email: mzimkind@continentalstock.com

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PRO FORMA CONDENSED COMBINED STATEMENT OF FINANCIAL POSITION AS AT

JUNE 30, 2022

(UNAUDITED)

(in EUR thousands unless otherwise denoted)