NAMS

Business Context and Reporting Period

This filing is a Shell Company Report on Form 20-F for NewAmsterdam Pharma Company N.V. (Holdco), dated November 22, 2022. The report documents the consummation of a business combination between Holdco, Frazier Lifesciences Acquisition Corporation (FLAC), and NewAmsterdam Pharma Holding B.V. (NewAmsterdam Pharma). Following the closing, Holdco became the direct parent of NewAmsterdam Pharma, a clinical-stage biopharmaceutical company developing oral, non-statin medicines for cardiovascular disease. The company is incorporated in the Netherlands and its securities trade on Nasdaq under the symbols NAMS (ordinary shares) and NAMSW (warrants).

Key Financial Metrics

The filing provides unaudited pro forma combined financial information as of June 30, 2022, reflecting the business combination and PIPE financing. Specific historical revenue, profit, or cash flow figures for the reporting period are not provided in this shell company report; detailed historical data is incorporated by reference from the Proxy Statement/Prospectus.

Capitalization Details:

• Outstanding Shares: 81,559,780 ordinary shares as of November 22, 2022.
• PIPE Financing: Raised $234.6 million (approx. EUR 227.6 million) via the sale of 23,460,000 shares at $10.00 per share.
• Trust Account Proceeds: Approximately EUR 89.7 million.
• Warrants: 4,767,000 public warrants outstanding, exercisable at $11.50 per share.

Material Changes

The primary material change is the transformation of the registrant from a shell company with no material operations to a publicly traded holding company controlling NewAmsterdam Pharma. Key changes include:

• Corporate Structure: Holdco converted from a private to a public limited liability company (naamloze vennootschap) in the Netherlands.
• Merger: FLAC merged into a subsidiary of Holdco, with FLAC shares cancelled and exchanged for Holdco shares.
• Liquidity: Significant increase in cash reserves from the PIPE financing and trust account proceeds, totaling approximately EUR 369.5 million pro forma.
• Equity: Issuance of new shares to PIPE investors and exchange of FLAC shares, resulting in 81.56 million shares outstanding.

Outlook, Risks, and Contingencies

Outlook and Milestones:

• Earnout Shares: Up to 1,886,137 additional shares may be issued to participating shareholders and optionholders if the company achieves "Positive Phase 3 Data" for its BROADWAY and BROOKLYN clinical trials within five years of the closing.
• Product Focus: The company's future depends heavily on the development and regulatory approval of its lead product candidate, obicetrapib.

Risks and Contingencies:

• Clinical Risk: Success is contingent on the efficacy of obicetrapib and obtaining regulatory approval.
• Financial Risk: As a clinical-stage company, the firm has no revenue and relies on raising additional financing; it does not anticipate paying dividends in the foreseeable future.
• Operational Risk: The company relies on third parties for manufacturing and has limited experience in marketing or distributing products.
• Listing Risk: There is no assurance that NAMS or NAMSW will remain listed on Nasdaq if listing requirements are not met.

Investor Verification Checklist

• Clinical Trial Status: Verify the current status and data readout timelines for the BROADWAY and BROOKLYN Phase 3 trials, as these trigger the earnout shares.
• Cash Burn Rate: Review the detailed MD&A in the Proxy Statement/Prospectus to determine the runway provided by the ~EUR 370 million in cash.
• Shareholder Dilution: Confirm the impact of the 4.77 million outstanding warrants and the potential issuance of 1.89 million earnout shares on future ownership.
• Major Shareholder Concentration: Note that Forbion entities and Frazier Lifesciences affiliates hold significant stakes (23.81% and 11.40% respectively).
• Regulatory Pathway: Assess the specific regulatory hurdles for obicetrapib in key markets (US/EU).