S-1/A 1 ea133029-s1a1_biotechacq.htm AMENDMENT NO. 1 TO FORM S-1

As filed with the Securities and Exchange Commission on January 11, 2021.

Registration No. 333-251834

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT NO. 1 TO

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Biotech Acquisition Company

(Exact name of registrant as specified in its charter)

Cayman Islands		6770		N/A
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

545 West 25^th Street, 20^th Floor
New York, NY 10001
(212) 227-1905
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Michael Shleifer
Chief Executive Officer
c/o Biotech Acquisition Company
545 West 25^th Street, 20^th Floor
New York, NY 10001
(212) 227-1905
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Douglas S. Ellenoff, Esq.
Stuart Neuhauser, Esq.
Lawrence A. Rosenbloom, Esq
Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas
New York, New York 10105
(212) 370-1300

Ari Edelman, Esq.

Reed Smith LLP
599 Lexington Avenue
New York, New York 10022
(212) 521-5400

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒
		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 7(a)(2)(B) of the Securities Act. ☐

CALCULATION OF REGISTRATION FEE TABLE

Title of each Class of Security being registered	Amount being Registered	Proposed Maximum Offering Price Per Security⁽¹⁾		Proposed Maximum Aggregate Offering Price⁽¹⁾		Amount of Registration Fee
Units, each consisting of one of Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant⁽²⁾	23,000,000 units	$	10.00	$	230,000,000	$	25,093
Class A ordinary shares included as part of the units⁽³⁾⁽⁴⁾	23,000,000 shares		—		—		—	⁽⁵⁾
Redeemable warrants included as part of the units⁽³⁾⁽⁴⁾	11,500,000 warrants		—		—		—	⁽⁵⁾
Total				$	230,000,000	$	25,093	⁽⁶⁾

(1)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended (the “Securities Act”).

(2)

Includes 3,000,000 units, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any.

(3)

Pursuant to Rule 416 under the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share sub-divisions, share dividends or similar transactions.

(4)

Maximum number of Class A ordinary shares and redeemable warrants, as applicable, included in the units described above, including those that may be issued upon exercise of a 45-day option granted to the underwriters described above.

(5)

No fee pursuant to Rule 457(g) under the Securities Act.

(6)	Previously paid.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JANUARY 11, 2021

PRELIMINARY PROSPECTUS

$200,000,000
Biotech Acquisition Company
20,000,000 Units

Biotech Acquisition Company is a recently organized blank check company, incorporated as a Cayman Islands exempted company 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, which we refer to throughout this prospectus as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. While we may pursue an initial business combination target in any industry or geographic location (subject to certain limitations described in this prospectus), we intend to focus our search for a target business in the healthcare sector.

This is the initial public offering of our securities. Each unit offered hereby has an offering price of $10.00 and consists of one share of our Class A ordinary shares and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of our Class A ordinary shares at a price of $11.50 per share, subject to adjustment, terms and limitations as described herein. Only whole warrants are exercisable. The warrants will become exercisable on the later of 30 days after the completion of our initial business combination and 12 months from the closing of this offering, and will expire five years after the completion of our initial business combination or earlier upon redemption or liquidation, as described in this prospectus. The underwriters have a 45-day option from the date of this prospectus to purchase up to 3,000,000 additional units to cover over-allotments, if any.

(Prospectus cover continued on the following page.)

We are an “emerging growth company” and “smaller reporting company” under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves risks. See “Risk Factors” beginning on page 26. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings.

	Per Unit		Total
Public offering price	$	10.00	$	200,000,000
Underwriting discounts and commissions⁽¹⁾	$	0.55	$	11,000,000
Proceeds, before expenses, to us	$	9.45	$	189,000,000

(1)

Includes $7.0 million (or $8.65 million if the underwriters’ overallotment option is exercised in full), in the aggregate, payable to the underwriters for deferred underwriting commissions, which will be placed in a trust account located in the United States and released to the representative of the underwriters only on completion of an initial business combination, as described in this prospectus. Such aggregate amount equals 3.5% (or $0.35 per unit) of the gross proceeds from the sale of units to the public, excluding any units purchased from us pursuant to an exercise of the underwriters’ over-allotment option, and 5.5% (or $0.55 per unit) of the gross proceeds from units purchased from us pursuant to an exercise of the underwriters’ over-allotment option. Does not include certain fees and expenses payable to the underwriters in connection with this offering. See the section of this prospectus entitled “Underwriting” for a description of compensation and other items of value payable to the underwriters.

Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $200.0 million or $230.0 million if the underwriters’ over-allotment option is exercised in full ($10.00 per unit), will be held in a U.S.-based trust account at JPMorgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, if any, the funds held in the trust account will not be released from the trust account until the earliest to occur of: (1) our completion of an initial business combination; (2) the redemption of any public shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity; and (3) the redemption of our public shares if we have not completed an initial business combination within 24 months from the closing of this offering, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders.

The underwriters are offering the units for sale on a firm commitment basis. Delivery of the units will be made on or about , 2021.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

No offer or invitation, whether directly or indirectly, may be made to the public in the Cayman Islands to subscribe for our securities.

EXPLANATORY NOTE

Biotech Acquisition Company. is filing this Amendment No. 1 to its Registration Statement on Form S-1 (File No. 333-251834) as an exhibits-only filing. Accordingly, this amendment consists only of the facing page, this explanatory note, Part II of the Registration Statement, the signature page to the Registration Statement and the filed exhibits. The remainder of the Registration Statement is unchanged and has therefore been omitted.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The estimated expenses payable by us in connection with the offering described in this registration statement (other than the underwriting discount and commissions) will be as follows:

Legal fees and expenses		250,000
Accounting fees and expenses		40,000
Printing and engraving expenses		35,000
SEC expenses		25,093
FINRA expenses		35,000
Travel and road show		20,000
Directors and officers insurance premiums		200,000
Nasdaq listing and filing fees		75,000
Miscellaneous expenses⁽⁴⁾		69,907
Total	$	750,000

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of directors and officers, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, willful neglect, civil fraud or the consequences of committing a crime. Our amended and restated memorandum and articles of association provide for indemnification of our directors and officers to the maximum extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect.

We will enter into agreements with our directors and officers to provide contractual indemnification in addition to the indemnification provided for in our amended and restated memorandum and articles of association. We may purchase a policy of directors’ and officers’ liability insurance that insures our directors and officers against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our directors and officers.

We believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced directors and officers.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

On September 8, 2020, Biotech Sponsor LLC, our sponsor, paid $25,000 to cover certain of our offering and formation costs in exchange for 5,750,000 founder shares at an average purchase price of approximately $0.004 per share. The number of founder shares issued was determined based on the expectation that the founder shares would represent 20% of the issued and outstanding ordinary shares upon completion of this offering. Such securities were issued in connection with our incorporation pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. Our sponsor is an accredited investor for purposes of Rule 501 of Regulation D.

In addition, our sponsor has committed, pursuant to a written agreement, to purchase from us an aggregate of 6,000,000 private placement warrants at $1.00 per warrant (for an aggregate purchase price of $6,000,000). This purchase will take place on a private placement basis simultaneously with the completion of our initial public offering. This issuance will be made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

No underwriting discounts or commissions were paid with respect to such sales.

II-1

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a)

The following exhibits are being filed herewith:

Exhibit No.		Description
1.1		Form of Underwriting Agreement.**
3.1		Memorandum and Articles of Association**
3.2		Amended and Restated Memorandum and Articles of Association**
4.1		Specimen Unit Certificate**
4.2		Specimen Class A Ordinary Share Certificate**
4.3		Specimen Warrant Certificate (included in Exhibit 4.4)**
4.4		Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant**
5.1		Opinion of Maples and Calder**
5.2		Opinion of Ellenoff Grossman & Schole LLP**
10.1		Promissory Note, dated September 8, 2020, issued to Biotech Sponsor LLC**
10.2		Form of Letter Agreement among the Registrant and its directors and officers and Biotech Sponsor LLC**
10.3		Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant**
10.4		Form of Registration Rights Agreement between the Registrant and certain security holders**
10.5		Securities Subscription Agreement, dated September 8, 2020, between the Registrant and Biotech Sponsor LLC**
10.6		Form of Sponsor Warrants Purchase Agreement between the Registrant and Biotech Sponsor LLC**
10.7		Form of Indemnity Agreement**
10.8		Form of Administrative Services Agreement, by and between the Registrant and an affiliate of the Registrant**
14		Form of Code of Ethics and Business Conduct**
23.1		Consent of Marcum LLP**
23.2		Consent of Maples and Calder (included in Exhibit 5.1)**
23.3		Consent of Ellenoff Grossman & Schole LLP (included in Exhibit 5.2)**
24		Power of Attorney (included on the signature page to the initial filing of this Registration Statement)*
99.1		Form of Audit Committee Charter **
99.2		Form of Compensation Committee Charter **
99.3		Consent of Bruno Montanari*
99.4		Consent of Paul Bernard*
99.5		Consent of Aaron Kim*

Previously filed.

Filed herewith.

(b)

Financial Statements.See page F-1 for an index to the financial statements and schedules included in the registration statement.

ITEM 17. UNDERTAKINGS.

(a)

The undersigned registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

(b)

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

II-2

(c)

The undersigned registrant hereby undertakes that:

(1)

For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2)

For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)

For the purpose of determining liability under the Securities Act of 1933 to any purchaser, if the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(4)

For the purpose of determining liability of a registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of an undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)

Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii)

Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by an undersigned registrant; (iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv)

Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

II-3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York on the 11th day of January 2021.

	BIOTECH ACQUISITION COMPANY

	By:	/s/ Michael Shleifer
	Name:	Dr. Michael Shleifer
	Title:	Chief Executive Officer and Chairman of the Board of Directors

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned constitutes and appoints each of Michael Shleifer and Ivan Jarry, each acting alone, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such person and in his name, place and stead, in any and all capacities, to sign this registration statement on Form S-1 (including all pre-effective and post-effective amendments and registration statements filed pursuant to Rule 462 under the Securities Act of 1933), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Name	Position	Date

/s/ Michael Shleifer	Chief Executive Officer and Chairman of the Board of Directors	January 11, 2021
Dr. Michael Shleifer	(Principal Executive Officer)

/s/ Ivan Jarry	Chief Operating Officer	January 11, 2021
Ivan Jarry

/s/ Albert F. Hummel	Chief Investment Officer and Director	January 11, 2021
Albert F. Hummel

/s/ Thomas Fratacci	Chief Financial Officer and Treasurer	January 11, 2021
Thomas Fratacci	(Principal Financial and Accounting Officer)

II-4