FS Development Corp.

A dated meeting is the first thing a holder can act on — until this version the proxy statement/prospectus gave no deadline against which to weigh a redemption election. The registered amount has not moved: 21,500,000 shares of Class A common stock, described as the maximum expected to be issued in the business combination, priced at $10.10 for fee purposes from Nasdaq trading on October 26, 2020, with the fee previously paid. Gemini survives as a wholly owned subsidiary and Shareholder Representative Services LLC acts for its holders.

Four amendments in, the document still gives a holder no meeting date and therefore no redemption deadline: the date and the time of the special meeting are left as blanks in the cover letter. The $10.10 used to compute the fee is the average of the high and low prices of FS Development's common stock on the Nasdaq Capital Market on October 26, 2020 — a fee input rather than a deal price — and the 21,500,000 shares are stated as the maximum expected to be issued in the business combination.

Three amendments in, the ceiling on the equity consideration has not moved: 21,500,000 shares remains the maximum expected to be issued in the business combination, so an FS Development holder's dilution is settled and only the closing conditions remain open. The $10.10 basis is the average of the high and low prices of FS Development's common stock on the Nasdaq Capital Market on October 26, 2020, used solely to compute the registration fee and not a price at which anything is issued.

The registered amount is unchanged from the original registration statement, so the dilution ceiling stated at the outset has held. The $10.10 is still the average of the high and low prices of FS Development common stock on the Nasdaq Capital Market on October 26, 2020, so the aggregate is not a current valuation. The Special Meeting is still to be held virtually on a date and at a time both left blank, with the COVID-19 pandemic given as the reason for the format, so no redemption deadline can be computed from this version either.

21,500,000 shares is a hard ceiling on the equity consideration rather than a formula, so an FS Development holder can size the dilution directly from the cover — the filing states this is the maximum number of shares expected to be issued in the transaction, with no separate earn-out tranche registered alongside it. The fee is computed at $10.10 per share, the average of the high and low prices of FS Development's common stock on the Nasdaq Capital Market on October 26, 2020, which is stated to be solely a fee calculation and not a transaction price.

21,500,000 is stated as the maximum number of shares expected to be issued in the combination, so the dilution ceiling is fixed at this first version rather than left blank. The $10.10 is the average of the high and low prices of FS Development common stock on the Nasdaq Capital Market on October 26, 2020, used only to compute the registration fee of $23,692. The Special Meeting is to be held virtually on a date and at a time both left blank, with the filing citing the COVID-19 pandemic as the reason for the virtual format.

What changed: 8-K of Disc Medicine, Inc. Item 2.02 (results of operations and financial condition): on July 30, 2026 the Company announced its financial results for the second quarter ended June 30, 2026 and provided a corporate update, with the press release furnished as Exhibit 99.1. The Item 2.02 information and the exhibit are intended to be furnished and shall not be deemed filed for Section 18 purposes nor incorporated by reference except by specific reference. Exhibit 104 is the Inline XBRL cover page. Signed by CEO John Quisel. Why it matters: Quarterly earnings furnishing. The report states no result and no element of the corporate update; both live only in Exhibit 99.1.

What changed: The clinical-stage successor to FS Development Corp. filed its Q2 2026 10-Q. It had cash, cash equivalents and marketable securities of $717.7 million at June 30, 2026, which it expects will fund planned operating and capital expenditure. Operating activities used $106.4 million of cash in the six months on a net loss of $123.0 million. Shares outstanding rose to 38,345,666 from 37,890,616. A May 2025 acquisition of a myelodysplastic-syndrome program carried no upfront cash but milestones of up to $7.0 million, $35.0 million and $160.0 million. Why it matters: No SPAC mechanics remain, and unusually for this cohort the runway is not the problem: $717.7 million on hand against a $106.4 million half-year burn is several years of cover, funded in part by an October 2025 underwritten offering. The dilution to watch is contingent rather than immediate — the milestone ladder on the acquired program reaches $160.0 million, payable only on achievement, and none had been achieved or deemed probable as of June 30, 2026.

What changed: Disc Medicine, Inc., successor to FS Development Corp., entered a first amendment on June 25, 2026 to its November 6, 2024 loan and security agreement with Hercules Capital as administrative and collateral agent, extending the windows in which future advances may be drawn. The company agreed to draw $30,000,000 of the Tranche 1-B advance, and the existing $50,000,000 Tranche 1-C advance was split into a $25,000,000 loan available at the company's option through March 31, 2027 and a $25,000,000 Tranche 1-D advance available through April 30, 2027. Why it matters: The amendment lengthens the company's access to committed debt rather than adding new capacity: the Tranche 2 and Tranche 3 drawdown periods now run to December 15, 2027 and June 30, 2028. The parties also amended the minimum cash covenant so that its initial testing date is July 1, 2028, which defers the first point at which that covenant can be breached.