MSDA / MSD Acquisition Corp - Class A - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-40290 MSD ACQUISITION CORP. (Exact name of registrant as specified in i

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to MSD Acquisition Corp. (Exact name of registrant as

Description of Securities.*

Exhibit 4.1 DESCRIPTION OF SECURITIES We are a Cayman Islands exempted company and our affairs are governed by our amended and restated memorandum and articles of association, the Companies Act and the common law of the Cayman Islands. Pursuant to our amended and restated memorandum and articles of association we are authorized to issue 500,000,000 Class A ordinary shares and 50,000,000 Class B or

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 17, 2023 MSD Acquisition Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 17, 2023 MSD Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40290 98-1583537 (State or other jurisdiction of incorporation) (Commiss

March 17, 2023

Exhibit 99.1 March 17, 2023 Dear MSD Acquisition Corp. Shareholders, On March 29, 2023, we will reach the two year anniversary of the launch of MSD Acquisition Corp. (“MSDAC”). We are writing to inform you that after careful consideration, we have decided to not seek an extension and we will allow MSDAC to expire. While this was certainly not the expected outcome when we launched in 2021, we are c

MSDA / MSD Acquisition Corp. Class A / MSD SPONSOR HOLDINGS, LLC - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* MSD Acquisition Corp. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G5709C109 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate b

MSDA / MSD Acquisition Corp. Class A / CITADEL ADVISORS LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 2)* MSD Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (the “Shares”) (Title of Class of Securities) G

MSDA / MSD Acquisition Corp. Class A / Nitorum Capital, L.P. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Msd Acquisition Corp. (Exact name of registrant as

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Msd Acquisition Corp. (Exact name of registrant as spec

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Msd Acquisition Corp. (Exact name of registrant as spe

Description of Securities.*

Exhibit 4.1 DESCRIPTION OF SECURITIES We are a Cayman Islands exempted company and our affairs are governed by our amended and restated memorandum and articles of association, the Companies Act and the common law of the Cayman Islands. Pursuant to our amended and restated memorandum and articles of association we are authorized to issue 500,000,000 Class A ordinary shares and 50,000,000 Class B or

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to MSD Acquisition Corp. (Exact name of registrant as

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 13, 2022 MSD ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-40290 98-1583537 (State or other jurisdiction of incorporation o

Letter Agreement, dated March 14, 2022, between the Company and Allen Shim.(3)

Exhibit 10.1 March 14, 2022 MSD Acquisition Corp. One Vanderbilt Avenue, 26th Floor New York, New York 10017 Re: Insider Agreement Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in connection with the appointment of the undersigned, Allen Shim (the ?Insider?), as a director of MSD Acquisition Corp., a Cayman Islands exempted company (the ?Company?). The Insid

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 10, 2022 MSD ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-40290 98-1583537 (State or other jurisdiction of incorporatio

MSDA / MSD Acquisition Corp. Class A / MSD SPONSOR HOLDINGS, LLC Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2. (Amendment No. )* MSD Acquisition Corp. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G5709C109 (CUSIP Number) Decembe

MSDA / MSD Acquisition Corp. Class A / CITADEL ADVISORS LLC - MSD ACQUISITION CORP. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2 (Amendment No. 1)* MSD Acquisition Corp. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (the ?Shares?) (Title of Class of Securities) G

MSDA / MSD Acquisition Corp. Class A / Nitorum Capital, L.P. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 8, 2022 MSD ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-40290 98-1583537 (State or other jurisdiction of incorporation

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 16, 2021 MSD ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-40290 98-1583537 (State or other jurisdiction of incorporatio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Msd Acquisition Corp. (Exact n

JOINT FILING AGREEMENT

EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the Class A ordinary shares of MSD Acquisition Corp., a Cayman Islands exempted company, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(c) under the Securities Exchange Act of 1934, as amended, on beh

MSDA / MSD Acquisition Corp. Class A / CITADEL ADVISORS LLC - MSD ACQUISITION CORP. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2 (Amendment No. )* MSD Acquisition Corp. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G5709C109 (CUSIP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Msd Acquisition Corp. (Exact name of registrant as

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Msd Acquisition Corp. (Exact name of registrant as spec

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 ☐ TRANSITION REPORT PURSUANT TO

10-Q 1 f10q0321msdacquisition.htm QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Msd

MSD Acquisition Corp. Announces the Separate Trading of its Shares of Class A Ordinary Shares and Warrants Commencing May 25, 2021

Exhibit 99.1 MSD Acquisition Corp. Announces the Separate Trading of its Shares of Class A Ordinary Shares and Warrants Commencing May 25, 2021 May 24, 2021 ? MSD Acquisition Corp. (Nasdaq: MSDAU) (the ?Company? or ?us?) announced that, commencing May 20, 2021, holders of the units sold in the Company?s initial public offering of 57,500,000 units, completed on March 29, 2021, may elect to separate

Financial Statements and Exhibits, Other Events

8-K 1 ea141601-8kmsdacquisition.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 25, 2021 MSD ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-40290 98-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2021 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period Ended: Read Instruction (on back page) Before Preparing Form.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* MSD Acquisition Corp.

SC 13G 1 nitorum-msdau032921.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* MSD Acquisition Corp. (Name of Issuer) Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-fifth of one redeemable warrant (Title of Class of Securities) G5709C117 (CUSIP Number) March 29, 2021 (

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 29, 2021 MSD ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-40290 98- 1583537 (State or other jurisdiction of incorporation

MSD ACQUISITION CORP. INDEX TO FINANCIAL STATEMENT

Exhibit 99.1 MSD ACQUISITION CORP. INDEX TO FINANCIAL STATEMENT Report of Independent Registered Public Accounting Firm F-2 Balance Sheet F-3 Notes to Financial Statement F-4 F-1 Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of MSD Acquisition Corp. Opinion on the Financial Statement We have audited the accompanying balance sheet of MSD Acqu

Underwriting Agreement, dated March 24, 2021, among the Company and Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC

Exhibit 1.1 MSD Acquisition Corp. 50,000,000 Units Underwriting Agreement March 24, 2021 Goldman Sachs & Co. LLC 200 West Street New York, New York 10282-2198 Morgan Stanley & Co. LLC 1585 Broadway New York, New York, 10036 As Representatives of the several Underwriters named in Schedule I hereto, Ladies and Gentlemen: MSD Acquisition Corp., a Cayman Islands exempted company (the ?Company?), propo

Investment Management Trust Account Agreement, dated March 24, 2021, between Continental Stock Transfer & Trust Company and the Company.(2)

Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT? This Investment Management Trust Agreement (this ?Agreement?) is made effective as of March 24, 2021 by and between MSD Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, File No. 33

MSD Acquisition Corp. Announces Closing of $575 Million Initial Public Offering of Securities and Full Exercise of Overallotment Option

Exhibit 99.1 MSD Acquisition Corp. Announces Closing of $575 Million Initial Public Offering of Securities and Full Exercise of Overallotment Option NEW YORK, March 29, 2021 ? MSD Acquisition Corp. (the ?Company?) today announced the closing of its initial public offering (?IPO?) of 57,500,000 units at a price of $10.00 per unit, including 7,500,000 units issued pursuant to the underwriters? full

Private Placement Warrants Purchase Agreement, dated March 24, 2021, between the Company and the Sponsor.(2)

Exhibit 10.2 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this ?Agreement?), dated as of March 24, 2021, is entered into by and between MSD Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and MSD Sponsor Holdings, LLC, a Cayman Islands limi

Letter Agreement, dated March 24, 2021, among the Company, the Sponsor and the Company’s executive officers and directors.(2)

Exhibit 10.5 March 24, 2021 MSD Acquisition Corp. 645 Fifth Avenue, 21st Floor New York, New York 10022 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and between MSD Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and

Amended and Restated Memorandum and Articles of Association.(2)

Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF msd Acquisition Corp. (adopted by special resolution dated [ ] and effective on [ ]) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF msd Acquisition Corp. (adopted b

Warrant Agreement, dated March 24, 2021, between Continental Stock Transfer & Trust Company and the Company.(2)

Exhibit 10.1 WARRANT AGREEMENT MSD Acquisition Corp. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated March 24, 2021 THIS WARRANT AGREEMENT (this ?Agreement?), dated March 24, 2021, is by and between MSD Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the ?Warrant A

Forward Purchase Agreement, dated March 24, 2021, between the Company and MSD Sponsor Holdings, LLC.(2)

Exhibit 10.7 FORWARD PURCHASE AGREEMENT This Forward Purchase Agreement (this ?Agreement?) is entered into as of March 24, 2021, by and between MSD Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and the party listed as the purchaser on the signature page hereof (the ?Purchaser?). WHEREAS, the Company was incorporated for the purpose of effecting a merger, share exchange, ass

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 24, 2021 MSD ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-40290 98- 1583537 (State or other jurisdiction of incorporation

MSD Acquisition Corp. Announces Pricing of $500,000,000 Initial Public Offering

Exhibit 99.2 IPO Pricing Press Release Confidential Draft ? March 22, 2021 MSD Acquisition Corp. Announces Pricing of $500,000,000 Initial Public Offering NEW YORK, March 24, 2021 ? MSD Acquisition Corp. (the ?Company?) today announced the pricing of its initial public offering (?IPO?) of 50,000,000 units at a price of $10.00 per unit. The units will be listed on The Nasdaq Capital Market (the ?Na

Registration and Shareholder Rights Agreement, dated March 24, 2021, among the Company, the Sponsor and certain directors of the Company.(2)

Exhibit 10.4 REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this ?Agreement?), dated as of March 24, 2021, is made and entered into by and among MSD Acquisition Corp., a Cayman Islands exempted company (the ?Company?), MSD Sponsor Holdings, LLC, a Cayman Islands limited liability company (the ?Sponsor?), and the undersigned parties listed under Ho

Administrative Services Agreement, dated March 24, 2021, between the Company and the Sponsor.(2)

Exhibit 10.6 MSD ACQUISITION CORP. 645 Fifth Avenue, 21st Floor New York, New York 10022 March 24, 2021 MSD Sponsor Holdings, LLC 645 Fifth Avenue, 21st Floor New York, New York 10022 Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the ?Effective Date?) of the registration statement (the ?Registration Statement?) for the initial public offering

$500,000,000 MSD Acquisition Corp. 50,000,000 Units

424B4 1 f424b40321msdacquisition.htm PROSPECTUS PROSPECTUS Filed Pursuant to Rule 424(b)(4) Registration No. 333-253316 $500,000,000 MSD Acquisition Corp. 50,000,000 Units MSD Acquisition Corp. is a newly organized blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar

- FORM 8-A12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 MSD ACQUISITION CORP.

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.

Exhibit 4.4 WARRANT AGREEMENT MSD ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated February [?], 2021 THIS WARRANT AGREEMENT (this ?Agreement?), dated February [?], 2021, is by and between MSD Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the ?Wa

Form of Administrative Services Agreement between the Registrant and the Sponsor.

Exhibit 10.5 MSD ACQUISITION CORP. 645 Fifth Avenue, 21st Floor New York, New York 10022 February [?], 2021 MSD Sponsor Holdings, LLC 645 Fifth Avenue, 21st Floor New York, New York 10022 Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the ?Effective Date?) of the registration statement (the ?Registration Statement?) for the initial public offer

Form of Registration and Shareholder Rights Agreement among the Registrant, the Sponsor and the Holders signatory thereto.

Exhibit 10.2 REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this ?Agreement?), dated as of February [?], 2021, is made and entered into by and among MSD Acquisition Corp., a Cayman Islands exempted company (the ?Company?), MSD Sponsor Holdings, LLC, a Cayman Islands limited liability company (the ?Sponsor?), and the undersigned parties listed unde

Form of Indemnity Agreement.

Exhibit 10.4 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of February [?], 2021, by and between MSD Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and (?Indemnitee?). WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with adequat

Specimen Warrant Certificate.

Exhibit 4.3 [Form of Warrant Certificate] [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW MSD ACQUISITION CORP. Incorporated Under the Laws of the Cayman Islands CUSIP [?] Warrant Certificate This Warrant Certificate certifies that , or registered assigns, is the registered holde

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.

EX-10.1 10 fs12021a1ex10-1msdacq.htm FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND THE REGISTRANT. Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT® This Investment Management Trust Agreement (this “Agreement”) is made effective as of February [●], 2021 by and between MSD Acquisition Corp., a Cayman Islands exempted company (the “Company”),

Form of Amended and Restated Memorandum and Articles of Association.

Exhibit 3.2 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF msd Acquisition Corp. (adopted by special resolution dated [ ] and effective on [ ]) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF msd Acquisition Corp. (adopted b

Specimen Unit Certificate.

Exhibit 4.1 SPECIMEN UNIT CERTIFICATE SEE REVERSE FOR CERTAIN DEFINITIONS MSD Acquisition Corp. NUMBER UNITS U- CUSIP [ ] UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-FIFTH OF ONE REDEEMABLE WARRANT TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units. Each Unit (?Unit?) consists of one (1) Class A ordinary share, par value $0.0001 per share (?Ordinary Shares?

Form of Underwriting Agreement.

Exhibit 1.1 MSD Acquisition Corp. 50,000,000 Units Underwriting Agreement [?], 2021 Goldman Sachs & Co. LLC 200 West Street New York, New York 10282-2198 Morgan Stanley & Co. LLC 1585 Broadway New York, New York, 10036 As Representatives of the several Underwriters named in Schedule I hereto, Ladies and Gentlemen: MSD Acquisition Corp., a Cayman Islands exempted company (the ?Company?), proposes,

Form of Letter Agreement between the Registrant, the Sponsor and each director and executive officer of the Registrant.

Exhibit 10.8 February [?], 2021 MSD Acquisition Corp. 645 Fifth Avenue, 21st Floor New York, New York 10022 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and between MSD Acquisition Corp., a Cayman Islands exempted company (the ?Company?),

- REGISTRATION STATEMENT

As filed with the U.S. Securities and Exchange Commission on March 17, 2021. Registration No. 333-253316 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Msd Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 6770 98-1583537 (State or other jurisdiction of

Form of Private Placement Warrants Purchase Agreement between the Registrant and the Sponsor.

Exhibit 10.3 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this ?Agreement?), dated as of February [?], 2021, is entered into by and between MSD Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and MSD Sponsor Holdings, LLC, a Cayman Islands

Specimen Ordinary Share Certificate.

Exhibit 4.2 SPECIMEN CLASS A ORDINARY SHARE CERTIFICATE NUMBER DEFINITIONS SHARES CUSIP [ ] MSD Acquisition Corp. INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS CLASS A ORDINARY SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [ ] This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES OF THE PAR VALUE OF US $0.0001 EACH OF MSD Acquisition CoRP. (THE ?COMPANY?)

Form of Forward Purchase Agreement between the Registrant and Purchaser.

Exhibit 10.9 FORWARD PURCHASE AGREEMENT This Forward Purchase Agreement (this ?Agreement?) is entered into as of February [?], 2021, by and between MSD Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and the party listed as the purchaser on the signature page hereof (the ?Purchaser?). WHEREAS, the Company was incorporated for the purpose of effecting a merger, share exchange,

Promissory Note, dated as of February 8, 2021, issued to the Sponsor.*

Exhibit 10.6 THIS PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

Consent of Director Nominee — Barry McCarthy*

Exhibit 99.2 CONSENT OF BARRY MCCARTHY MSD Acquisition Corp. (the ?Company?) intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the ?Registration Statement?) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named i

Securities Subscription Agreement, dated February 8, 2021, between the Registrant and the Sponsor.*

Exhibit 10.7 MSD Acquisition Corp. 645 Fifth Ave, 21st Floor New York, NY 10022 5910 February 8, 2021 MSD Sponsor Holdings, LLC 645 Fifth Ave, 21st Floor New York, NY 10022 5910 RE: Securities Subscription Agreement Gentlemen: This agreement (this ?Agreement?) is entered into on February 8, 2021 by and between MSD Sponsor Holdings, LLC, a Delaware limited liability company (the ?Subscriber? or ?yo

Power of Attorneys (included on signature page of this Registration Statement).*

As filed with the U.S. Securities and Exchange Commission on February 19, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Msd Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 6770 98-1583537 (State or other jurisdiction of incorporation or orga

Memorandum and Articles of Association.*

EX-3.1 2 fs12021ex3-1msdacquisition.htm MEMORANDUM AND ARTICLES OF ASSOCIATION Exhibit 3.1 THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF MSD ACQUISITION CORP. THE COMPANIES ACT (As Revised) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF MSD ACQUISITION CORP. 1 The name of the Company is MSD Acq

Consent of Director Nominee — James Breyer*

Exhibit 99.3 CONSENT OF JAMES W. BREYER MSD Acquisition Corp. (the “Company”) intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named

Consent of Director Nominee — Edith Cooper*

EX-99.1 6 fs12021ex99-1msdacquisition.htm CONSENT OF DIRECTOR NOMINEE - EDITH COOPER Exhibit 99.1 CONSENT OF EDITH COOPER MSD Acquisition Corp. (the “Company”) intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the S