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 15, 2022
BIOTECH
ACQUISITION COMPANY
(Exact
name of registrant as specified in its charter)
Cayman
Islands |
|
001-39935 |
|
N/A |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
545
West 25th Street, 20th
Floor
New
York, New York 10001
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: (212) 227-1905
Not
Applicable
(Former name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☒ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
symbol(s) |
|
Name
of each exchange on which registered |
Units, each consisting
of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant |
|
BIOTU |
|
The
Nasdaq Stock Market LLC |
Class A ordinary shares
included as part of the units |
|
BIOT |
|
The
Nasdaq Stock Market LLC |
Redeemable warrants
included as part of the units |
|
BIOTW |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
7.01 Regulation FD Disclosure
As
previously disclosed, on November 8, 2021, Biotech Acquisition Company, a special purpose acquisition company organized under the laws
of the Cayman Islands (“BAC”), entered into a definitive Agreement and Plan of Merger (the “Merger
Agreement”) with Blade Therapeutics, Inc., a Delaware corporation (“Blade”). Furthermore, as
previously disclosed on March 7, 2022 on BAC’s Rule 425 filing, Blade’s president and CEO, Wendye Robbins, M.D., will present
at two investor conferences: (i) Oppenheimer’s 32nd Annual Healthcare Conference (the “Oppenheimer Conference”)
on Tuesday, March 15, 2022, at 8:40 a.m. ET (virtually), and (ii) Barclays Global Healthcare Conference (the “Barclays Conference”)
on Wednesday, March 16, 2022, at 3:50 p.m. ET (in Miami).
Attached
as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference is the presentation delivered
at the Oppenheimer Conference (the “Oppenheimer Presentation”).
Attached
as Exhibit 99.2 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference is a presentation to be made
at the Barclays Conference (the “Barclays Presentation”).
Information
Sources; No Representations
The
Oppenheimer Presentation and the Barclays Presentation have been prepared for use by BAC and Blade in connection with the proposed business
combination between BAC and Blade (the “Transaction”). The information therein does not purport to be all-inclusive.
The information therein is derived from various internal and external sources, with all information relating to the business, past performance,
results of operations and financial condition of BAC derived entirely from BAC, and with all information relating to the business, past
performance, results of operations and financial condition of Blade derived entirely from Blade. No representation is made as to the
reasonableness of the assumptions made with respect to the information therein, or to the accuracy or completeness of any projections
or modeling or any other information contained therein. Any data on past performance or modeling contained therein is not an indication
as to future performance.
No
representations or warranties, express or implied, are given with respect to the Oppenheimer Presentation and the Barclays Presentation.
To the fullest extent permitted by law in no circumstances will BAC or Blade, or any of their respective subsidiaries, affiliates, shareholders,
representatives, partners, directors, officers, employees, advisors or agents, be responsible or liable for any direct, indirect or consequential
loss or loss of profit arising from the use of the Oppenheimer Presentation and the Barclays Presentation, their contents (including
without limitation any projections or models), any omissions, reliance on information contained within it, or on opinions communicated
in relation thereto or otherwise arising in connection therewith, which information relating in any way to the operations of Blade has
been derived, directly or indirectly, exclusively from Blade, and has not been independently verified by BAC. The independent auditors
of BAC and the independent auditors of Blade have not audited, reviewed, compiled or performed any procedures with respect to any projections
or models for the purpose of their inclusion in the Oppenheimer Presentation and the Barclays Presentation, and, accordingly, none of
them expressed any opinion or provided any other form of assurances with respect thereto for the purposes of the Oppenheimer Presentation
and the Barclays Presentation.
Additional
Information and Where to Find It
This
Current Report on Form 8-K relates to the Transaction. This report does not constitute an offer to sell or exchange, or the solicitation
of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale
or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. In connection
with the Transaction, BAC intends to publicly file a registration statement on Form S-4 with the SEC, which will include a preliminary
proxy statement/prospectus. Promptly after the registration statement is declared effective by the SEC, BAC will mail the definitive
proxy statement/prospectus and a proxy card to each shareholder of BAC as of a record date for the meeting of BAC shareholders to be
established for voting on the Transaction. Investors are urged to read these materials (including any amendments or supplements thereto)
and any other relevant documents in connection with the Transaction that BAC has filed or will file with the SEC, when they become available,
because they will contain important information about BAC, Blade, and the Transaction. The preliminary proxy statement/prospectus, the
definitive proxy statement/prospectus and other relevant materials in connection with the Transaction (when they become available), and
any other documents filed by BAC with the SEC, may be obtained free of charge at the SEC’s website (www.sec.gov). The documents
filed by BAC with the SEC may also be obtained free of charge upon written request to Biotech Acquisition Company, 545 West 25th Street,
20th Floor, New York, NY 10001.
Participants
in the Solicitation
BAC
and Blade, and their respective directors, executive officers and employees and other persons may be deemed to be participants in the
solicitation of proxies from the shareholders of BAC in respect of the Transaction. BAC shareholders and other interested persons may
obtain more detailed information regarding the names and interests in the Transaction of BAC’s and Blade’s directors and
officers in BAC’s filings with the SEC, including when filed, the S-4 and the prospectus/proxy statement. These documents can be
obtained free of charge from the sources indicated above.
No
Offer or Solicitation
This
Current Report on Form 8-K is not a proxy statement or a solicitation of a proxy, consent or authorization with respect to
any securities or in respect of the Transaction. This report does not constitute an offer to sell or a solicitation of an offer to buy,
or a recommendation to purchase, any securities, nor shall there be any sale of any securities in any state or jurisdiction in which
such offer, solicitation, purchase or sale would be unlawful prior to registration or qualification under the securities laws of any
such jurisdiction. No offering of securities will be made except by means of a prospectus meeting the requirements of Section 10 of the
Securities Act, or an exemption therefrom.
Forward-Looking
Statements
This
Current Report on Form 8-K contains, and certain oral statements made by representatives of BAC, Blade and their respective affiliates,
from time to time may contain, “forward-looking statements” within the meaning of the “safe harbor” provisions
of the Private Securities Litigation Reform Act of 1995. Words such as “expect,” “estimate,” “project,”
“budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,”
“will,” “could,” “should,” “believes,” “predicts,” “potential,”
“might” and “continues,” and similar expressions are intended to identify such forward-looking statements. These
forward-looking statements include, without limitation, the expectations of BAC and Blade with respect to future performance of BAC,
anticipated financial impacts of the Transaction, the products and anticipated opportunities and addressable market for BAC, the satisfaction
of the closing conditions to the Transaction, and the timing of the closing of the Transaction. These forward-looking statements involve
significant risks and uncertainties that could cause actual results to differ materially from expected results. Many factors could cause
actual future events to differ materially from the forward-looking statements in this Current Report on Form 8-K. Factors that may cause
such differences include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise
to the termination of the Merger Agreement; (2) a default by one or more of the investors in the PIPE on its commitment, and BAC’s
failure to retain sufficient cash in its trust account or find replacement financing in order to meet the $75,000,000 minimum cash condition
in the Merger Agreement; (3) the inability to consummate the Transaction, including due to failure to obtain approval of the shareholders
of BAC or Blade, or other conditions to the closing in the Merger Agreement; (4) delays in obtaining or the inability to obtain any necessary
regulatory approvals required to complete the Transaction; (5) the ability to maintain the listing of BAC’s securities on a national
securities exchange; (6) the risk that the Transaction disrupts current plans and operations as a result of the announcement and consummation
of the Transaction; (7) the ability to recognize the anticipated benefits of the Transaction, which may be affected by, among other things,
competition, the ability of BAC to grow and manage growth economically and hire and retain key employees, officers and directors; (8)
costs related to the Transaction; (9) changes in applicable laws or regulations; (10) the effect of the COVID-19 pandemic on BAC or Blade,
and their ability to consummate the Transaction; (11) whether regulatory authorities determine that additional trials or data are necessary
in order to obtain approval; (12) the timing, costs, conduct, and outcome of clinical trials and future preclinical studies and clinical
trials, including the timing of the initiation and availability of data from such trials; (13) the risks that BAC’s products in
development fail clinical trials or are not approved by the U.S. Food and Drug Administration or other authorities, or that approval
may be otherwise delayed or subject to unanticipated conditions); (14) the possibility that BAC or Blade may be adversely affected by
other economic, business, and/or factors such as a highly competitive market; (15) the ability to execute BAC’s business plan and
strategy; (16) the outcome of any legal proceedings that may be instituted against BAC or Blade related to the Transaction; (17) the
ability to protect and enhance the corporate reputation and brand of BAC; and (18) other risks and uncertainties to be identified in
the prospectus/proxy statement (when available) relating to the Transaction, including those under “Risk Factors” therein,
and in other filings with the SEC made by BAC. BAC and Blade caution that the foregoing list of factors is not exclusive, and caution
readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. None of BAC or Blade undertakes
or accepts any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any
change in its expectations or any change in events, conditions or circumstances on which any such statement is based, subject to applicable
law.
Item 9.01
Financial Statements and Exhibits.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated:
March 15, 2022
|
BIOTECH ACQUISITION COMPANY |
|
|
|
|
By: |
/s/
Michael Shleifer |
|
|
Name: |
Michael Shleifer |
|
|
Title: |
Chief Executive Officer |
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