Item 5.07. Submission of Matters to a Vote of Security Holders.

On December 23, 2021, FS Development Corp. II, a Delaware corporation ("FS Development II"), held a special meeting of stockholders (the "Special Meeting"). At the Special Meeting, a total of (i) 21,372,348 (82.97%) of FS Development II's issued and outstanding shares of Class A common stock (the "FS Development II Class A Common Stock" or "Class A Common Stock") and Class B common stock, each $0.0001 par value per share (collectively, the "Common Stock"), held of record as of November 18, 2021, the record date for the Special Meeting (the "Record Date"), were present either in person or by proxy, which constituted a quorum with respect to the Special Meeting and (ii) 16,341,098 (78.83%) of FS Development II's issued and outstanding shares of Class A Common Stock held of record as of the Record Date were present either in person or by proxy, which constituted a quorum with respect to the vote on Charter Amendment Proposal B (as further described below). FS Development II's stockholders voted on the following proposals at the Special Meeting, each of which was approved. The final vote tabulation for each proposal is set forth below.

1. The Business Combination Proposal. To (a) adopt and approve the Agreement and


    Plan of Merger , dated as of June 29, 2021, as amended on November 7, 2021 and
    as may be further amended from time to time (the "Merger Agreement"), among FS
    Development II, Orchard Merger Sub, Inc., a Delaware corporation and a
    wholly-owned subsidiary of FS Development II ("Merger Sub"), Pardes
    Biosciences Sub, Inc., a Delaware corporation (f/k/a Pardes Biosciences, Inc.,
    "Pardes"), and Shareholder Representative Services LLC, pursuant to which
    Merger Sub will merge with and into Pardes (the "Merger"), with Pardes
    surviving the merger as a wholly-owned subsidiary of FS Development II (herein
    referred to as the "Combined Entity" following the Merger) and (b) approve
    such merger and the other transactions contemplated by the Merger Agreement
    (the "Business Combination"). In connection with the Business Combination, FS
    Development II will be renamed "Pardes Biosciences, Inc." Subject to the terms
    and conditions set forth in the Merger Agreement, at the effective time of the
    Business Combination (the "Effective Time"):

(i) all shares of Pardes's Series A Preferred Stock, Series A-1 Preferred Stock,


     Series A-2 Preferred Stock, Series A-3 Preferred Stock and Common Stock
     (collectively, "Pardes Stock") issued and outstanding immediately prior to
     the Effective Time, whether vested or unvested, will be converted into the
     right to receive the Merger Consideration (as defined below), with each
     stockholder of Pardes Stock being entitled to receive a number of shares of
     FS Development II Class A Common Stock equal to (A) the Consideration Ratio
     (as defined in the Merger Agreement and determined to be 1.4078, as
     previously announced) multiplied by (B) the number of shares of Pardes Stock
     held by such holder as of immediately prior to the Effective Time; and

(ii) each option exercisable for Pardes Stock that is outstanding immediately


      prior to the Effective Time shall be assumed and continue in full force and
      effect on the same terms and conditions as are currently applicable to such
      options, subject to adjustments to exercise price and number of shares of FS
      Development II Class A Common Stock issued upon exercise:




Votes For    Votes Against   Abstentions
21,372,348         0              0






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2. The Nasdaq Stock Issuance Proposal. To approve, assuming the Business


   Combination Proposal is approved and adopted, for purposes of complying with
   the applicable provisions of Nasdaq Stock Exchange Listing Rule 5635 (each, a
   "Nasdaq Listing Rule"), (a) the issuance of 32,500,000 newly issued shares of
   FS Development II Class A Common Stock in the Business Combination (the
   "Merger Consideration"), (b) the issuance and sale of 7,500,000 newly issued
   shares of FS Development II Class A Common Stock in a private placement
   concurrent with the Business Combination (the "PIPE Investment") and (c) the
   issuance and sale of up to 2,000,000 newly issued shares of FS Development II
   Class A Common Stock to FS Development Holdings II, LLC, a Delaware limited
   liability company (the "Sponsor"), or affiliates of the Sponsor, concurrent
   with the Business Combination, in the event that the trust account of FS
   Development II, which holds the net proceeds of the FS Development II initial
   public offering, together with interest earned thereon, less amounts released
   to pay franchise and income tax obligations (after giving effect to
   redemptions by stockholders of FS Development II) has a cash balance of less
   than $25,000,000, plus any additional shares pursuant to subscription
   agreements FS Development II may enter into prior to the closing of the
   Business Combination (the "Closing"), to the extent such issuances would
   require a stockholder vote under the applicable Nasdaq Listing Rule:




Votes For    Votes Against   Abstentions
21,372,098        250             0

3. The Charter Amendment Proposals. To amend and restate, and further amend, FS

Development II's certificate of incorporation as follows (such amended and

restated and further amended certificate of incorporation referred to herein

as the "Proposed Charter"):

(i) Charter Amendment Proposal A - To approve, assuming the Business Combination


     Proposal is approved and adopted, a proposed second amended and restated
     certificate of incorporation, which will amend and restate FS Development
     II's current certificate of incorporation, dated February 16, 2021 (the
     "Current Charter"), and which proposed second amended and restated
     certificate of incorporation will be in effect upon the Closing:




Votes For    Votes Against   Abstentions
18,142,361     3,229,987          0

(ii) Charter Amendment Proposal B - To approve and adopt a proposed amendment to


      the second amended and restated certificate of incorporation to increase the
      number of shares of FS Development II Class A Common stock from 100,000,000
      to 250,000,000 and the total number of authorized shares from 110,000,000
      (following approval of Charter Amendment Proposal A) to 260,000,000, which
      proposed amendment to the second amended and restated certificate of
      incorporation will be in effect upon the Closing, with such Charter
      Amendment Proposal B requiring the affirmative vote of holders of a majority
      of the outstanding shares of (i) FS Development II Class A Common Stock as
      of the Record Date, voting as a separate class and (ii) the Common Stock,
      voting together as a single class:

FS Development II Class A Common Stock, voting as a separate class:





Votes For    Votes Against   Abstentions
13,110,761     3,230,337          0

Common Stock, voting together as a single class:





Votes For    Votes Against   Abstentions
18,142,011     3,230,337          0




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The Advisory Charter Proposals. To approve, on a non-binding advisory basis, the following material differences between the Proposed Charter and the Current Charter, which are being presented in accordance with the requirements of the Securities and Exchange Commission as five separate sub-proposals (the "Advisory Charter Proposals"):





4.  Advisory Charter Proposal A - To increase the authorized shares of FS
    Development II Class A Common Stock to 250,000,000 shares (if Charter
    Amendment Proposal B passes). If Charter Amendment Proposal B does not pass,
    the authorized shares of FS Development II Class A Common Stock will remain
    100,000,000 shares:




Votes For    Votes Against   Abstentions
18,086,461     3,285,887          0




5.  Advisory Charter Proposal B - To increase the authorized shares of "blank
    check" preferred stock that the Combined Entity's board of directors could
    issue to discourage a takeover attempt to 10,000,000 shares:




Votes For    Votes Against   Abstentions
16,524,528     4,844,820        3,000




6.  Advisory Charter Proposal C - To provide that certain amendments to
    provisions of the Proposed Charter will require the approval of at least 66?%
    of the Combined Entity's then-outstanding shares of capital stock entitled to
    vote on such amendment:




Votes For    Votes Against   Abstentions
16,181,431     5,190,817         100




7.  Advisory Charter Proposal D - To make the Combined Entity's corporate
    existence perpetual as opposed to FS Development II's corporate existence,
    which is required to be dissolved and liquidated 24 months following the
    closing of its initial public offering and to remove from the Proposed
    Charter the various provisions applicable only to specified purpose
    acquisition corporations contained in the Current Charter:




Votes For    Votes Against   Abstentions
21,372,248         0             100




8.  Advisory Charter Proposal E - To provide that any amendment to the amended
    and restated bylaws of the Combined Entity, to come into effect as of the
    Closing, will require the approval of at least 66?% of the Combined Entity's
    then-outstanding shares of capital stock entitled to vote on such amendment,
    provided that if the board of directors of the Combined Entity recommends
    approval of such amendment, such amendment will require the approval of a
    majority of the Combined Entity's then-outstanding shares of capital stock
    entitled to vote on such amendment:




Votes For    Votes Against   Abstentions
16,179,431     5,192,817         100




9.  The Incentive Plan Proposal - To approve, assuming the Business Combination
    Proposal is approved and adopted, the 2021 Stock Option and Incentive Plan of
    the Combined Entity, which will become effective the day prior to the
    Closing:




Votes For    Votes Against   Abstentions
18,137,291     3,235,057          0


Item 8.01 Other Events.

In connection with the Business Combination, holders of 243,989 shares of FS Development II's Class A Common Stock exercised their right to redeem their shares.





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