Item 1.01. Entry into a Material Definitive Agreement.
On
In connection with the IPO, the Company entered into the following agreements,
forms of which were previously filed as exhibits to the Company's Registration
Statement on Form S-1 (File No. 333-251834) related to the IPO, originally filed
with the
? An Underwriting Agreement, datedJanuary 25, 2021 , by and between the Company andCantor Fitzgerald & Co. ("Cantor"), a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference. ? A Warrant Agreement, datedJanuary 25, 2021 , by and between the Company andContinental Stock Transfer & Trust Company , as warrant agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference. ? A Letter Agreement, datedJanuary 25, 2021 , by and among the Company, its officers, its directors and the Company's sponsor,Biotech Sponsor LLC (the "Sponsor"), a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference. ?An Investment Management Trust Agreement, datedJanuary 25, 2021 , by and between the Company andContinental Stock Transfer & Trust Company , as trustee, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference. ? A Registration Rights Agreement, datedJanuary 25, 2021 , by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference. ? An Administrative Support Agreement, datedJanuary 25, 2021 , by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference. ? A Sponsor Warrants Purchase Agreement, datedJanuary 25, 2021 (the "Sponsor Warrants Purchase Agreement"), by and between the Company and the Sponsor, a copy of which is attached as exhibit 10.5 hereto and incorporated herein by reference.
Item 3.02. Unregistered Sales of
Simultaneously with the closing of the IPO, pursuant to the Sponsor Warrants
Purchase Agreement, the Company completed the private sale of an aggregate of
6,000,000 warrants (the "Private Placement Warrants") to the Sponsor at a
purchase price of
Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.
On
1 Item 8.01. Other Events.
A total of
In addition, the 5,750,000 Class B ordinary shares of the Company (the "Founder Shares") held by the Sponsor (prior to the exercise of the over-allotment) included an aggregate of up to 750,000 Founder Shares that were subject to forfeiture by the Sponsor to the extent that the underwriter's over-allotment option was not exercised in full, so that the Sponsor would own 20% of the issued and outstanding shares of all classes of ordinary shares of the Company. Since the underwriter's over-allotment has been exercised in full, there are no longer Founder Shares subject to forfeiture.
On
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being filed herewith:
Exhibit No. Description 1.1 Underwriting Agreement, datedJanuary 25, 2021 by and between the Company andCantor Fitzgerald & Co. , as representatives of the several underwriters. 3.1 Amended and Restated Memorandum and Articles of Association. 4.1 Warrant Agreement, datedJanuary 25, 2021 , by and between the Company andContinental Stock Transfer & Trust Company , as warrant agent. 10.1 Letter Agreement, datedJanuary 25, 2021 , by and among the Company, its officers, its directors and the Sponsor. 10.2 Investment Management Trust Agreement, datedJanuary 25, 2021 , by and between the Company andContinental Stock Transfer & Trust Company , as trustee. 10.3 Registration Rights Agreement, datedJanuary 25, 2021 , by and between the Company and the Sponsor. 10.4 Administrative Support Agreement, datedJanuary 25, 2021 , by and between the Company and the Sponsor. 10.5 Sponsor Warrants Purchase Agreement, datedJanuary 25, 2021 by and between the Company and the Sponsor. 99.1 Press Release, datedJanuary 25, 2021 . 99.2 Press Release, datedJanuary 28, 2021 . 2
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