0001041062-21-000031.txt : 20210205
0001041062-21-000031.hdr.sgml : 20210205
20210205162639
ACCESSION NUMBER: 0001041062-21-000031
CONFORMED SUBMISSION TYPE: SC 13G
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20210205
DATE AS OF CHANGE: 20210205
GROUP MEMBERS: ATALAYA CAPITAL MANAGEMENT LP
GROUP MEMBERS: CORBIN CAPITAL PARTNERS GROUP, LLC
GROUP MEMBERS: CORBIN CAPITAL PARTNERS, L.P.
GROUP MEMBERS: CORBIN ERISA OPPORTUNITY FUND, LTD.
GROUP MEMBERS: CORBIN OPPORTUNITY FUND, L.P.
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: Biotech Acquisition Co
CENTRAL INDEX KEY: 0001825413
STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-92081
FILM NUMBER: 21595842
BUSINESS ADDRESS:
STREET 1: 545 WEST 25TH STREET
STREET 2: 20TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10001
BUSINESS PHONE: 8586920539
MAIL ADDRESS:
STREET 1: 545 WEST 25TH STREET
STREET 2: 20TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10001
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: Atalaya Capital Management LP
CENTRAL INDEX KEY: 0001812285
IRS NUMBER: 113774841
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G
BUSINESS ADDRESS:
STREET 1: 780 THIRD AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10017
BUSINESS PHONE: 2122011924
MAIL ADDRESS:
STREET 1: 780 THIRD AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10017
SC 13G
1
Atalaya-Corbin_Biotech_13G.txt
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange
Act of 1934 (Amendment No. )*
Biotech Acquisition Company
(Name of Issuer)
Class A Common Stock, par value $0.0001 per share
(Title of Class of Securities)
G1125A124**
(CUSIP Number)
January 26, 2021
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[x] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
persons initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
** Reflects the CUSIP number for the Issuers Units, each consisting of
one share of Class A common stock and one-half of one redeemable
warrant (the Units).
The information required in the remainder of this cover page shall not
be deemed to be filed for the purpose of Section 18 of the Securities
Exchange Act of 1934 (Act) or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
SCHEDULE 13G
CUSIP No. G1125A124
1
Names of Reporting Persons
Atalaya Capital Management LP
2
Check the appropriate box if a member of a Group (see instructions)
(a) [x]
(b) [ ]
3
Sec Use Only
4
Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person
With:
5
Sole Voting Power
556,875
6
Shared Voting Power
928,125
7
Sole Dispositive Power
556,875
8
Shared Dispositive Power
928,125
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,485,000
10
Check box if the aggregate amount in row (9) excludes certain shares
(See Instructions)
[]
11
Percent of class represented by amount in row (9)
6.5%
12
Type of Reporting Person (See Instructions)
IA, PN
CUSIP No. G1125A124
1
Names of Reporting Persons
Corbin ERISA Opportunity Fund, Ltd.
2
Check the appropriate box if a member of a Group (see instructions)
(a) [x]
(b) [ ]
3
Sec Use Only
4
Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person
With:
5
Sole Voting Power
0
6
Shared Voting Power
618,750
7
Sole Dispositive Power
0
8
Shared Dispositive Power
618,750
9
Aggregate Amount Beneficially Owned by Each Reporting Person
618,750
10
Check box if the aggregate amount in row (9) excludes certain shares
(See Instructions)
[]
11
Percent of class represented by amount in row (9)
2.7%
12
Type of Reporting Person (See Instructions)
PN
CUSIP No. G1125A124
1
Names of Reporting Persons
Corbin Capital Partners Group, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a) [X]
(b) [ ]
3
Sec Use Only
4
Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person
With:
5
Sole Voting Power
0
6
Shared Voting Power
928,125
7
Sole Dispositive Power
0
8
Shared Dispositive Power
928,125
9
Aggregate Amount Beneficially Owned by Each Reporting Person
928,125
10
Check box if the aggregate amount in row (9) excludes certain shares
(See Instructions)
[]
11
Percent of class represented by amount in row (9)
4.0%
12
Type of Reporting Person (See Instructions)
OO
CUSIP No. G1125A124
1
Names of Reporting Persons
Corbin Capital Partners, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a) [x]
(b) [ ]
3
Sec Use Only
4
Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person
With:
5
Sole Voting Power
0
6
Shared Voting Power
928,125
7
Sole Dispositive Power
0
8
Shared Dispositive Power
928,125
9
Aggregate Amount Beneficially Owned by Each Reporting Person
928,125
10
Check box if the aggregate amount in row (9) excludes certain shares
(See Instructions)
[]
11
Percent of class represented by amount in row (9)
4.0%
12
Type of Reporting Person (See Instructions)
IA, PN
CUSIP No. G1125A124
1
Names of Reporting Persons
Corbin Opportunity Fund, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a) [x]
(b) [ ]
3
Sec Use Only
4
Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person
With:
5
Sole Voting Power
0
6
Shared Voting Power
309,375
7
Sole Dispositive Power
0
8
Shared Dispositive Power
309,375
9
Aggregate Amount Beneficially Owned by Each Reporting Person
309,375
10
Check box if the aggregate amount in row (9) excludes certain shares
(See Instructions)
[]
11
Percent of class represented by amount in row (9)
1.3%
12
Type of Reporting Person (See Instructions)
PN
Item 1(a). Name of Issuer:
Biotech Acquisition Company
Item 1(b). Address of Issuers Principal Executive Offices:
545 West 25th Street, 20th Floor, New York, NY 10001
Item 2(a). Name of Person Filing:
This Statement is filed on behalf of the following persons (collectively,
the Reporting Persons):
i. Atalaya Capital Management LP (ACM);
ii. Corbin ERISA Opportunity Fund, Ltd. (Corbin);
iii. Corbin Capital Partners Group, LLC (CCPG);
iv. Corbin Capital Partners, L.P (CCP); and
v. Corbin Opportunity Fund, L.P. (COF).
ACM serves as sub-advisor to Corbin and COF, and in such capacity,
exercises discretionary investment authority over the Shares (as defined
below) underlying Units held directly by Corbin and COF.
Item 2(b). Address of Principal Business Office or, if None, Residence:
The address of the principal business office of ACM is One Rockefeller
Plaza, 32nd Floor, New York, NY 10020. The address of the principal business
office of each of Corbin, CCPG, CCP, and COF is 590 Madison Avenue, 31st
Floor, New York, NY 10022.
Item 2(c). Citizenship:
Each of ACM, Corbin, CCP, and COF is a Delaware limited partnership.
CCPG is a Delaware limited liability company.
Item 2(d). Title and Class of Securities:
Class A Common Stock, par value $0.0001 per share (the Shares)
Item 2(e). CUSIP Number:
G1125A124
Item 3. If This Statement is Filed Pursuant to 240.13d-1(b) or 240.13d-2(b) or
(c), Check Whether the Person Filing is a:
(a) [] Broker or dealer registered under Section 15 of the Exchange
Act (15 U.S.C. 78c);
(b) [] Bank as defined in Section 3(a)(6) of the Exchange Act (15
U.S.C. 78c);
(c) [] Insurance company as defined in Section 3(a)(19) of the Exchange
Act (15 U.S.C. 78c);
(d) [] Investment company registered under Section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8);
(e) [] An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);
(f) [] An employee benefit plan or endowment fund in accordance with
240.13d-1(b)(1)(ii)(F);
(g) [] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h) [] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i) [] A church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act of 1940
(15 U.S.C. 80a-3);
(j) [] Group, in accordance with 240.13d-1(b)(1)(ii)(J).
This Item 3 is not applicable.
Item 4(a). Amount Beneficially Owned:
As of the date hereof, ACM may be deemed the beneficial owner of 1,485,000
Shares underlying Units, which amount includes the (i) 618,750 Shares
underlying Units beneficially owned by Corbin and (ii) 309,375 Shares
underlying Units beneficially owned by COF. Each of CCPG and CCP may be
deemed the beneficial owner of 928,125 Shares underlying Units.
Item 4(b). Percent of Class:
As of the date hereof, ACM may be deemed the beneficial owner of approximately
6.5% of Shares outstanding, which amount includes (i) the 2.7% of Shares
outstanding beneficially owned by Corbin and (ii) 1.3% of Shares outstanding
beneficially owned by COF. Each of CCPG and CCP may be deemed the beneficial
owner of 4.0% of Shares outstanding. (These percentages are based on 23,000,000
Shares outstanding as reported in the Issuers Current Report on Form 8-K filed
on January 29, 2021.)
Item 4(c). Number of shares as to which such person has:
ACM:
(i) Sole power to vote or to direct the vote: 556,875
(ii) Shared power to vote or to direct the vote: 928,125
(iii) Sole power to dispose or to direct the disposition of: 556,875
(iv) Shared power to dispose or to direct the disposition of: 928,125
Corbin:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 618,750
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 618,750
CCPG:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 928,125
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 928,125
CCP:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 928,125
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 928,125
COF:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 309,375
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 309,375
Item 5. Ownership of Five Percent or Less of a Class.
This Item 5 is not applicable.
Item 6. Ownership of more than Five Percent on Behalf of Another Person.
This Item 6 is not applicable.
Item 7. Identification and classification of the subsidiary which
acquired the security being reported on by the parent holding
company or control person.
This Item 7 is not applicable.
Item 8. Identification and classification of members of the group.
ACM, Corbin, CCPG, CCP, and COF may be deemed members of a group, as defined
in Rule 13d-5 under the Act, with respect to the Shares. Such group may
be deemed to beneficially own 1,485,000 Shares. Corbin, CCPG, and CCP disclaim
beneficial ownership over the Shares held directly by ACM.
Item 9. Notice of Dissolution of Group.
Not applicable
Item 10. Certifications.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect,
other than activities solely in connection with a nomination under 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.
Atalaya Capital Management LP
By: /s/ Drew Phillips
Name: Drew Phillips
Title: Authorized Signatory
Corbin ERISA Opportunity Fund, Ltd.
By: Corbin Capital Partners, L.P., its Investment Manager
By:
Name: Daniel Friedman
Title: General Counsel
Corbin Capital Partners Group, LLC
By:
Name: Daniel Friedman
Title: Authorized Signatory
Corbin Capital Partners, L.P.
By:
Name: Daniel Friedman
Title: General Counsel
Corbin Opportunity Fund, L.P.
Corbin Capital Partners, L.P., its Investment Manager
By:
Name: Daniel Friedman
Title: General Counsel
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.
Atalaya Capital Management LP
By:
Name: Drew Phillips
Title: Authorized Signatory
Corbin ERISA Opportunity Fund, Ltd.
By: Corbin Capital Partners, L.P., its Investment Manager
By: /s/ Daniel Friedman
Name: Daniel Friedman
Title: General Counsel
Corbin Capital Partners Group, LLC
By: /s/ Daniel Friedman
Name: Daniel Friedman
Title: Authorized Signatory
Corbin Capital Partners, L.P.
By: /s/ Daniel Friedman
Name: Daniel Friedman
Title: General Counsel
Corbin Opportunity Fund, L.P.
Corbin Capital Partners, L.P., its Investment Manager
By: /s/ Daniel Friedman
Name: Daniel Friedman
Title: General Counsel
EXHIBIT INDEX
Ex.
A Joint Filing Agreement
Exhibit A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with respect
to the Class A common stock of Biotech Acquisition Company, filed February 5,
2021 is, and any amendments thereto (including amendments on Schedule 13D)
signed by each of the undersigned shall be, filed on behalf of each of us
pursuant to and in accordance with the provisions of Rule 13d-1(k) under
the Securities Exchange Act of 1934, as amended.
Atalaya Capital Management LP
By: /s/ Drew Phillips
Name: Drew Phillips
Title: Authorized Signatory
Corbin ERISA Opportunity Fund, Ltd.
By: Corbin Capital Partners, L.P., its Investment Manager
By:
Name: Daniel Friedman
Title: General Counsel
Corbin Capital Partners Group, LLC
By:
Name: Daniel Friedman
Title: Authorized Signatory
Corbin Capital Partners, L.P.
By:
Name: Daniel Friedman
Title: General Counsel
Corbin Opportunity Fund, L.P.
Corbin Capital Partners, L.P., its Investment Manager
By:
Name: Daniel Friedman
Title: General Counsel
February 5, 2021
Exhibit A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with respect
to the Class A common stock of Biotech Acquisition Company, filed February 5,
2021 is, and any amendments thereto (including amendments on Schedule 13D)
signed by each of the undersigned shall be, filed on behalf of each of us
pursuant to and in accordance with the provisions of Rule 13d-1(k) under
the Securities Exchange Act of 1934, as amended.
Atalaya Capital Management LP
By:
Name: Drew Phillips
Title: Authorized Signatory
Corbin ERISA Opportunity Fund, Ltd.
By: Corbin Capital Partners, L.P., its Investment Manager
By: /s/ Daniel Friedman
Name: Daniel Friedman
Title: General Counsel
Corbin Capital Partners Group, LLC
By: /s/ Daniel Friedman
Name: Daniel Friedman
Title: Authorized Signatory
Corbin Capital Partners, L.P.
By: /s/ Daniel Friedman
Name: Daniel Friedman
Title: General Counsel
Corbin Opportunity Fund, L.P.
Corbin Capital Partners, L.P., its Investment Manager
By: /s/ Daniel Friedman
Name: Daniel Friedman
Title: General Counsel
February 5, 2021