Item
1.01 Entry into a Material Definitive Agreement
Amendment to Agreement and Plan of Merger
This
section describes the material provisions of the Amendment (as defined below),but does not purport to describe all of the terms thereof.
The following summary is qualified in its entirety by reference to the complete text of the Amendment, a copy of which is attached hereto
as Exhibit 2.1. Shareholders of Biotech Acquisition Company and other interested parties are urged to read the Amendment in its
entirety. Unless otherwise defined herein, the capitalized terms used below have the meanings given to them in the Merger Agreement (as
defined below).
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”), Blade Merger Subsidiary,
Inc., a Delaware corporation and a wholly-owned subsidiary of BAC (“Blade Merger Sub”), Biotech Sponsor LLC,
a Delaware limited liability company, in the capacity as the representative from and after the consummation of the transactions contemplated
by the Merger Agreement (the “Closing”) of the stockholders of BAC as of immediately prior to the Closing and
their successors and assignees (in such capacity, the “BAC Representative”), and Jean-Frédéric
Viret in the capacity as the representative of the Earnout Participants (as defined in the Merger Agreement) from and after the Closing
(in such capacity, the “Blade Representative”).
On May 17, 2022, BAC, Merger Sub, BAC Representative,
Blade Representative and Blade entered into an amendment (the “Amendment”) to the Merger Agreement. The terms
of the Amendment provide that, prior to the Effective Time, certain outstanding unsecured convertible notes (each an “Australian
Note”) of Blade Therapeutics Pty. Ltd., a company registered in Victoria, Australia and a wholly owned subsidiary of Blade
(the “Australian Subsidiary”), issued to each of (a) OneVentures Healthcare Fund III and (b) OneVentures Fund
Management Pty. Ltd., as general partner of OneVentures Management Partnership, LP, the general partner of OneVentures Healthcare Fund
III (each an “Australian Noteholder”) shall be converted into ordinary shares (the “Australian Ordinary
Shares”) of the Australian Subsidiary or terminated without conversion, as applicable, in accordance with their respective
terms, and will not be converted into the common stock of Blade prior to the Effective Time as had otherwise been contemplated by the
Australian Notes. Because the Australian Notes will not be converted into common stock of Blade, and as contemplated by the Amendment,
BAC, Blade, the Australian Subsidiary and the Australian Noteholders will enter into a Note Conversion and Share Exchange Deed (the “Note
Conversion and Share Exchange Deeds”) prior to the Effective Time, pursuant to which the Australian Noteholders shall receive,
in exchange for their Australian Ordinary Shares and at the Effective Time, shares of common stock of BAC equal to the number of shares
that would have been issuable to such Australian Noteholder had each Australian Note been converted into shares of Blade common stock
immediately prior to the Effective Time (because the consideration payable to the Australian Note Holders in respect of the Australian
Notes will be paid pursuant to the Note Conversion and Share Deed (and not the Merger Agreement), the consideration provided by BAC pursuant
to the Merger Agreement will be reduced, but the aggregate amount payable by BAC in the transaction will remain unchanged). The Amendment
provides that the Note Conversion and Share Exchange Deeds shall be entered into prior to the Closing and that it shall be a condition
to Closing for both Blade and BAC that each Note Conversion and Share Deed is in full force and effect.
The
Amendment also extends the time by which Blade must obtain the Required Blade Stockholder Approval from 72-hours after the Registration
Statement is declared effective under the Securities Act to twenty (20) calendar days after the Registration Statement is declared effective
under the Securities Act.
A
copy of the Amendment is filed with this Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference, and
the foregoing description of the Amendment is qualified in its entirety by reference thereto.
Additional
Information and Where to Find It
This Current Report on Form 8-K relates to the
proposed business combination between BAC and Blade Therapeutics, Inc. (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 filed a registration statement on Form S-4, as amended, with 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. The registration statement was declared effective by the SEC on May 9, 2022, and BAC
has mailed the definitive proxy statement/prospectus and a proxy card to each shareholder of BAC as of March, 28, 2022, the record date
for the meeting of BAC shareholders. 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 will contain important information about BAC, Blade, and the Transaction. The preliminary proxy statement/prospectus, the
definitive proxy statement/prospectus and other relevant materials in connection with the Transaction (when they become available), and
any other documents filed by BAC with the SEC, may be obtained free of charge at 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.
