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”).
Attached
as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference is an investor presentation
(the “Investor Presentation”), which contains updates to a previously filed investor presentation on BAC’s
Form 8-K, dated November 8, 2021 (as previously updated by a previously filed investor presentation on BAC’s Form 8-K, dated April
11, 2022).
Information
Sources; No Representations
The
Investor Presentation has 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 Investor 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 Investor Presentation, its 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 Investor Presentation, and, accordingly, none of them expressed any opinion or provided any other form of assurances with respect
thereto for the purposes of the Investor 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 has 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, to be used at the meeting of its shareholders to approve the proposed merger
between Blade and BAC, as well as related matters. Now that the registration statement has been declared effective, BAC will mail the
definitive proxy statement/prospectus and a proxy card to each shareholder of BAC as of the record date for the meeting of BAC shareholders
to be held for the purpose of 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 they become 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 business combination and related matters. Information about BAC’s directors and executive officers and a description
of their interests in BAC and the proposed transaction will be included in the proxy statement/prospectus for the proposed 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 proposed business combination and related transactions. Information about Blade’s directors and executive
officers and information regarding their interests in the proposed transaction will be included in the proxy statement/prospectus for
the proposed transaction when available and can be obtained free of charge as described in the preceding paragraph.
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.
