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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): October 11, 2022 (October 4, 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 1.01. Entry into a Material Definitive Agreement.

 

On October 4, 2022, Biotech Acquisition Company, a Cayman Islands exempted company (the “Company”) issued an unsecured promissory note (the “Sponsor Note”) in the principal amount of $250,000 to Biotech Sponsor LLC, a Delaware limited liability company. The Sponsor Note bears no interest.

 

The principal balance of the Sponsor Note shall be due and payable in accordance with its terms on or before September 30, 2023 (subject to the waiver against trust limitations).

 

A copy of the Sponsor Note is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The disclosure set forth in this 1.01 is intended to be a summary only and is qualified in its entirety by reference to the Sponsor Note.

 

On October 4, 2022, the Company issued a promissory note (the “Cryfield Note”) in the principal amount of $500,000, with optional additional advances of up to $250,000, to Cryfield Investments, Ltd., a United Kingdom company. The Cryfield Note bears no interest.

 

Two Hundred Percent (200%) of the principal balance of the Cryfield Note shall be due and payable in accordance with its terms on or before September 30, 2023 (subject to the waiver against trust limitations).

 

A copy of the Cryfield Note is attached as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference. The disclosure set forth in this 1.01 is intended to be a summary only and is qualified in its entirety by reference to the Cryfield Note. 

 

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

 

The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit Number   Description
10.1   Promissory Note of the Company to Biotech Sponsor LLC dated October 4, 2022
10.2   Promissory Note of the Company to Cryfield Investments, Ltd. dated October 4, 2022

 

1

 

 

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: October 11, 2022

 

  BIOTECH ACQUISITION COMPANY
     
  By: /s/ Michael Shleifer
    Name:   Michael Shleifer
    Title: Chief Executive Officer

 

 

2
 

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