SC 13G 1 sc_13g_panaceaacquisition.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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)

December 31, 2022

(Date of Event Which Requires Filing of this Statement)

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

[X] Rule 13d-1(b)

[ ] Rule 13d-1(c)

[ ] Rule 13d-1(d)

*	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).

CUSIP No. G6882C106

	1.		NAME OF REPORTING PERSONS Aristeia Capital, L.L.C.
	2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
	3.		SEC USE ONLY
	4.		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5.	SOLE VOTING POWER 1,228,159 (1)
				6.	SHARED VOTING POWER 0
				7.	SOLE DISPOSITIVE POWER 1,228,159 (1)
				8.	SHARED DISPOSITIVE POWER 0
	9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,228,159 (1)
	10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
	11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.90 %
	12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA, OO

(1)	Aristeia Capital, L.L.C. is the investment manager of, and has voting and investment control with respect to the securities described herein held by, one or more private investment funds.

Item 1.	(a).	Name of Issuer:
		Panacea Acquisition Corp. II (the “Issuer”)
Item 1.	(b).	Address of Issuer’s Principal Executive Offices:
		357 Tehama Street, Floor 3 San Francisco, California 94103
Item 2.	(a).	Name of Person Filing:
Item 2.	(b).	Address of Principal Business Office or, If None, Residence.
Item 2.	(c)	Citizenship.
		Aristeia Capital, L.L.C. One Greenwich Plaza, 3^rd Floor Greenwich, CT 06830 Delaware limited liability company
Item 2.	(d).	Title of Class of Securities:
		Class A Ordinary Shares, par value $0.0001 per share (“Shares”)
Item 2.	(e).	CUSIP Number:
		G6882C106

Item 3.	If this statement is filed pursuant to §§240.13d-1(b) or (c), check whether the person filing is a:
	(a)	☐	Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78c).
	(b)	☐	Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c).
	(c)	☐	Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c).
	(d)	☐	Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
	(e)	☒	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
	(f)	☐	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
	(g)	☐	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
	(h)	☐	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813);
	(i)	☐	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
	(j)	☐	Group, in accordance with § 240.13d-1(b)(1)(ii)(J).

Item 4	Ownership
	The following is information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1 as of 12/31/2022. Items 5-9 and 11 of the cover page to this Schedule 13G are incorporated herein by reference.
	(a)	Amount beneficially owned: 1,228,159
	(b)	Percent of Class: 6.90 %
	(c)	Number of shares as to which such person has:
		(i)	sole power to vote or direct the vote: 1,228,159
		(ii)	shared power to vote or direct the vote: 0
	The percentage of Shares reported to be beneficially owned by the Reporting Persons is based on 17,795,000 Shares outstanding as of November 14, 2022, as reported in the Issuer’s Form 10-Q for the quarterly period ending September 30, 2022 filed with the SEC on November 14, 2022.

Item 5.	Ownership of Five Percent or Less of a Class.
	If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [] .

Item 6.	Ownership of More Than Five Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. N/A
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
	If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
	N/A
Item 8.	Identification and Classification of Members of the Group.
	If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
	N/A
Item 9.	Notice of Dissolution of Group.
	Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.
	N/A
Item 10.	Certification.
	By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

February 13, 2023
	ARISTEIA CAPITAL, L.L.C.

	By:	/s/ Andrew B. David
		Name: Andrew B. David
		Title: Chief Operating Officer

Exhibit 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including additional amendments thereto) with respect to the Class A Ordinary Shares, par value $0.0001 per share, of Panacea Acquisition Corp. II. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

February 13, 2023
	ARISTEIA CAPITAL, L.L.C.

	By:	/s/ Andrew B. David
		Name: Andrew B. David
		Title: Chief Operating Officer

SEC Form SC 13G filed by Panacea Acquisition Corp. II