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").
On May 31, 2022, BAC and Blade issued a press release ("Release") announcing
that BAC has postponed BAC's extraordinary general meeting of shareholders (the
"Extraordinary Meeting") originally scheduled to be held on June 1, 2022. The
Extraordinary Meeting has been postponed until June 3, 2022 at 10:00 AM Eastern
Time. A copy of the Release is furnished herewith as Exhibit 99.1.
Important Information and Where to Find It
This Current Report on Form 8-K relates to the proposed business combination
between BAC and Blade ((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 filed a registration statement on Form S-4, as
amended, with the SEC, which includes a preliminary proxy statement/prospectus,
to be used at the meeting of its shareholders to approve the proposed merger
between Blade and BAC, as well as related matters. The registration statement
has been declared effective by the SEC on May 9, 2022, and BAC has mailed the
definitive proxy statement/prospectus, dated May 9, 2022 and a proxy card to
each shareholder of BAC as of the March 28, 2022 record date for the meeting of
BAC shareholders. On May 23, 2022, BAC issued a Prospectus Supplement. Investors
are urged to read these materials (including any amendments or supplements
thereto), and any other relevant documents that BAC has filed or will file with
the SEC, when they become available, because they do or will contain important
information about BAC, Blade and the Transaction. The preliminary proxy
statement/prospectus, the definitive proxy statement/prospectus, as
supplemented, and other relevant materials in connection with the Transaction,
and any other documents filed by BAC with the SEC, may be obtained free of
charge on 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 its directors and executive officers may be deemed participants in the
solicitation of proxies from BAC's shareholders with respect to the Transaction
and related matters. Information about BAC's directors and executive officers
and a description of their interests in BAC and the Transaction is included in
the proxy statement/prospectus for the Transaction which is available free of
charge at the SEC's website (www.sec.gov).
Blade and its directors and executive officers may also be deemed to be
participants in the solicitation of proxies from the shareholders of BAC in
connection with the Transaction. Information about Blade's directors and
executive officers and information regarding their interests in the Transaction
is included in the proxy statement/prospectus for the Transaction which can be
obtained free of charge as described in the preceding paragraph.
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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 potential transaction and shall 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 the Securities Act of 1933, as amended.
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.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press Release
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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