UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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 (
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
(Address of principal executive offices, including zip code)
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including area code: (
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 | ||
| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| The |
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 |
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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 | ||
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