Panacea Acquisition Corp. II Floor 3 San Francisco, CA 94103Panacea Acquisition Corp. II • February 2nd, 2021 • Blank checks • New York
Panacea Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), is pleased to accept the offer EcoR1 Panacea Holdings II, LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to subscribe for (a) 2,300,000 of the Company’s Class B ordinary shares (the “Founder Shares”), U.S. $0.0001 par value per share (the “Class B Shares”), up to 300,000 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”), if any, do not fully exercise their over-allotment option (the “Over-allotment Option”) and (b) 3,450,000 of the Company’s Class F Ordinary Shares (the “Alignment Shares”), par value $0.0001 par value per share (the “Class F Shares”), up to 450,000 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s IPO, if any, do not fully exercise their over-allotment option.
