NEW
YORK, April 4, 2022 /PRNewswire/ -- Biotech
Acquisition Company (NASDAQ: BIOT) ("BAC"), a
publicly traded special purpose acquisition company affiliated with
SPRIM Global Investments, today announced that it has publicly
filed, with the U.S. Securities and Exchange Commission, the first
amendment to its registration statement on Form S-4, filed on
March 15, 2022 (as amended, the
"registration statement"), relating to its previously announced
proposed business combination with Blade Therapeutics, Inc.
("Blade"), a biopharmaceutical company based in
South San Francisco, CA.
BAC and Blade announced their definitive merger agreement on
November 8, 2021. Upon the closing of
the transaction, which is anticipated to occur in the second
quarter of 2022, the combined company will be renamed Blade
Biotherapeutics, Inc., and is expected to be listed on Nasdaq under
the symbol "BBTX." PIPE financing is anchored by leading
institutional investors, including Deerfield Management, Pfizer
Ventures, Bristol Myers Squibb, MPM Capital and Osage University
Partners.
The registration statement contains a preliminary proxy
statement/prospectus. These documents contain important information
about BAC, Blade and the proposed business combination. The
registration statement has not yet become effective and the
information contained therein and in the preliminary proxy
statement/prospectus is subject to change.
About Biotech Acquisition Company
Biotech Acquisition
Company raised $230 million in its
initial public offering in January
2021. The Class A ordinary shares and warrants of BAC trade
on the Nasdaq Capital Market under the symbols "BIOT" and "BIOTW,"
respectively. BAC is a blank check company, incorporated as a
Cayman Islands exempted company,
formed for the purpose of effecting a merger, amalgamation, share
exchange, asset acquisition, share purchase, reorganization or
other similar business combination with one or more businesses. BAC
believes that a business combination with a company focused on the
healthcare sector will complement the background and expertise of
SPRIM Global Investments, a global investment firm in the life
sciences and healthcare industries, which is an affiliate of BAC
and of several members of the management team behind BAC. BAC is
led by Dr. Michael Shleifer, its CEO
and chairman.
About Blade Therapeutics
Blade Therapeutics, Inc. is a
biopharmaceutical company focused on developing cutting-edge
treatments for debilitating, incurable fibrotic and
neurodegenerative diseases that impact millions of people
worldwide. The company has deep expertise in novel biological
pathways – including autotaxin / LPA and calpain biology –
that are foundational to cell- and tissue-damage responses
resulting from protein deposition or aggregation associated with
fibrotic and neurodegenerative diseases. Blade expects to advance a
differentiated pipeline of oral, small-molecule therapies that
include a non-competitive autotaxin inhibitor and inhibitors of
dimeric calpains designed for potential treatment of lung, liver
and cardiac fibrosis or neurodegenerative diseases. The company's
focused approach offers the potential to produce disease-modifying,
life-saving therapies. Visit www.blademed.com for more information
and follow Blade on LinkedIn.
Additional Information and Where to Find It
This press
release relates to a proposed business combination between BAC and
Blade (the "Transaction"). This press release 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 has publicly filed a registration
statement on Form S-4 with the U.S. Securities and Exchange
Commission (the "SEC"), which includes 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 do or will
contain important information about BAC, Blade, and the
Transaction. The preliminary proxy statement/prospectus, the
definitive proxy statement/prospectus (when it becomes available)
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 will be included in the proxy
statement/prospectus for the Transaction when available and will be
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 and can be obtained
free of charge as described in the preceding paragraph.
No Offer or Solicitation
This press release is not a
proxy statement or solicitation of a proxy, consent or
authorization with respect to any securities or in respect of the
Transaction and 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
Certain statements included
in this press release that are not historical facts but rather are
forward-looking statements. Forward-looking statements generally
are accompanied by words such as "believe," "may," "will,"
"estimate," "continue," "anticipate," "intend," "expect," "should,"
"would," "plan," "future," "outlook," and similar expressions that
predict or indicate future events or trends or that are not
statements of historical matters, but the absence of these words
does not mean that a statement is not forward-looking. These
forward-looking statements include, but are not limited to,
statements regarding estimates and forecasts of other performance
metrics and projections of market opportunity. These statements are
based on various assumptions, whether or not identified in this
press release, and on the current expectations of BAC's and
Target's respective management and are not predictions of actual
performance. These forward-looking statements are provided for
illustrative purposes only and are not intended to serve as, and
must not be relied on by any investor as, a guarantee, an
assurance, a prediction or a definitive statement of fact or
probability. Actual events and circumstances are difficult or
impossible to predict and will differ from assumptions. Many actual
events and circumstances are beyond the control of BAC and the
Target. Some important factors that could cause actual results to
differ materially from those in any forward-looking statements
could include changes in domestic and foreign business, market,
financial, political and legal conditions. These forward-looking
statements are subject to a number of risks and uncertainties,
including, the inability of the parties to successfully or timely
consummate the Transaction, including the risk that any required
regulatory approvals are not obtained, are delayed or are subject
to unanticipated conditions that could adversely affect the
combined entity or the expected benefits of the Transaction, if not
obtained; the failure to realize the anticipated benefits of the
Transaction; matters discovered by the parties as they complete
their respective due diligence investigation of the other parties;
the ability of BAC prior to the Transaction, and the combined
entity following the Transaction, to maintain the listing of the
Company's shares on Nasdaq; costs related to the Transaction;
future financial performance of the Company following the
Transaction; the ability of the Company to forecast and maintain an
adequate rate of revenue growth and appropriately plan its
expenses; expectations regarding future expenditures of the Company
following the Transaction; the future mix of revenue and effect on
gross margins of the Company following the Transaction; the
Company's ability to execute its business plans and strategy; the
failure to satisfy the conditions to the consummation of the
Transaction, including the approval of the definitive merger
agreement by the shareholders of BAC, the satisfaction of the
minimum cash requirements of the definitive merger agreement
following any redemptions by BAC's public shareholders; the risk
that the Transaction may not be completed by the stated deadline
and the potential failure to obtain an extension of the stated
deadline; the inability to complete a PIPE transaction; the outcome
of any legal proceedings that may be instituted against BAC or the
Target related to the Transaction; the attraction and retention of
qualified directors, officers, employees and key personnel of BAC
and the Target prior to the Transaction, and the Company following
the Transaction; the ability of the Company to compete effectively
in a highly competitive market; neither BAC nor the Target are
currently generating revenues and there can be no assurance that
following the Transaction, the Company will ever achieve revenues
or profitability; the ability to protect and enhance the Target's
respective corporate reputation and brand; the impact from future
regulatory, judicial, and legislative changes in the Target's or
the Company's industry; 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; the timing and likelihood of regulatory filings
and approvals for product candidates; whether regulatory
authorities determine that additional trials or data are necessary
in order to obtain approval; the potential market size and the size
of the patient populations for product candidates, if approved for
commercial use, and the market opportunities for product
candidates; the ability to locate and acquire complementary
products or product candidates and integrate those into the
Company's business; and, the uncertain effects of the COVID-19
pandemic; and those factors set forth in documents of BAC filed, or
to be filed, with SEC. The foregoing list of risks is not
exhaustive.
If any of these risks materialize or our assumptions prove
incorrect, actual results could differ materially from the results
implied by these forward-looking statements. There may be
additional risks that neither BAC nor the Target presently know or
that BAC and the Target currently believe are immaterial that could
also cause actual results to differ from those contained in the
forward-looking statements. In addition, forward-looking statements
reflect BAC's and the Target's current expectations, plans and
forecasts of future events and views as of the date of this press
release. BAC and the Target anticipate that subsequent events and
developments will cause BAC's and the Target's assessments to
change. However, while BAC and the Target may elect to update these
forward-looking statements at some point in the future, BAC and the
Target specifically disclaim any obligation to do so. These
forward-looking statements should not be relied upon as
representing BAC's or the Target's assessments as of any date
subsequent to the date of this press release. Accordingly, undue
reliance should not be placed upon the forward-looking
statements.
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SOURCE Biotech Acquisition Company
