SC 13G 1 p21-2028sc13g.htm PANACEA ACQUISITION CORP. II

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13G


Under the Securities Exchange Act of 1934

(Amendment No. )*

Panacea Acquisition Corp. II
(Name of Issuer)

Class A Ordinary Shares, par value $0.0001 per share
(Title of Class of Securities)

G6882C106
(CUSIP Number)

August 18, 2021
(Date of event which requires filing of this statement)


Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:

¨	Rule 13d-1(b)
x	Rule 13d-1(c)
¨	Rule 13d-1(d)

(Page 1 of 6 Pages)

______________________________

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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1	NAMES OF REPORTING PERSONS Highbridge Capital Management, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 898,342 Class A Ordinary Shares
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 898,342 Class A Ordinary Shares
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 898,342 Class A Ordinary Shares
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.05%
12	TYPE OF REPORTING PERSON IA, OO

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Item 1(a).	NAME OF ISSUER:

	The name of the issuer is Panacea Acquisition Corp. II (the "Company").

Item 1(b).	ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

	The Company's principal executive offices are located at 357 Tehama Street, Floor 3, San Francisco, CA 94103.

Item 2(a).	NAME OF PERSON FILING:
Item 2(b).	ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
Item 2(c).	CITIZENSHIP:

	This statement is filed by:

	(i)	Highbridge Capital Management, LLC 277 Park Avenue, 23rd Floor New York, New York 10172 Citizenship: State of Delaware

	The foregoing person is hereinafter sometimes referred to as the "Reporting Person."

Item 2(d).	TITLE OF CLASS OF SECURITIES:

	Class A Ordinary Shares, par value $0.0001 per share (the "Class A Ordinary Shares").

Item 2(e).	CUSIP NUMBER:

	G6882C106

Item 3.

IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

(a)	¨	Broker or dealer registered under Section 15 of the Act,
(b)	¨	Bank as defined in Section 3(a)(6) of the Act,
(c)	¨	Insurance Company as defined in Section 3(a)(19) of the Act,
(d)	¨	Investment Company registered under Section 8 of the Investment Company Act of 1940,
(e)	¨	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f)	¨	Employee Benefit Plan or Endowment Fund in accordance with Rule 13d-1(b)(1)(ii)(F),
(g)	¨	Parent Holding Company or control person in accordance with Rule 13d-1(b)(1)(ii)(G),
(h)	¨	Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act,

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(i)	¨	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
(j)	¨	A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
(k)	¨	Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please

specify the type of institution:_________________________

Item 4.

OWNERSHIP.

(a) Amount beneficially owned:

As of the date hereof, Highbridge Capital Management, LLC, as the trading manager of Highbridge Tactical Credit Master Fund, L.P. and Highbridge SPAC Opportunity Fund, L.P. (collectively, the "Highbridge Funds"), may be deemed to be the beneficial owner of the 898,342 Class A Ordinary Shares held by the Highbridge Funds.

(b) Percent of class:

The percentages used herein and in the rest of this Schedule 13G are calculated based upon 17,795,000 Class A Ordinary Shares reported to be outstanding as of August 13, 2021, as reported in the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021 filed with the Securities and Exchange Commission on August 13, 2021. Therefore, as of the date hereof, Highbridge Capital Management, LLC may be deemed to beneficially own approximately 5.05% of the outstanding Class A Ordinary Shares.

The foregoing should not be construed in and of itself as an admission by the Reporting Person as to beneficial ownership of the Class A Ordinary Shares held by the Highbridge Funds.

(i) Sole power to vote or to direct the vote

(ii) Shared power to vote or to direct the vote

See Item 4(a)

(iii) Sole power to dispose or to direct the disposition of

(iv) Shared power to dispose or to direct

the disposition of

See Item 4(a)

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Item 5.	OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

	Not applicable.

Item 6.	OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

	See Item 4.

Item 7.	IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.

	Not applicable.

Item 8.	IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

	Not applicable.

Item 9.	NOTICE OF DISSOLUTION OF GROUP.

	Not applicable.

Item 10.

CERTIFICATION.

	The Reporting Person hereby makes the following certification:

	By signing below the Reporting Person certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

DATED: August 27, 2021

HIGHBRIDGE CAPITAL MANAGEMENT, LLC


By:	/s/ Kirk Rule
Name:	Kirk Rule
Title:	Executive Director

SEC Form SC 13G filed by Panacea Acquisition Corp.