S-1MEF 1 dp147889_s1mef.htm FORM S-1MEF

 

As filed with the Securities and Exchange Commission on March 15, 2021
    No. 333-             
SECURITIES AND EXCHANGE COMMISSION
  Washington, D.C. 20549
__________________
 
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________
EUROPEAN BIOTECH ACQUISITION CORP.
(Exact name of registrant as specified in its charter)

Cayman Islands

(State or other jurisdiction of incorporation

or organization)

 

6770

(Primary Standard Industrial

Classification Code Number)

Not Applicable
(I.R.S. Employer Identification No.)

Johannes Vermeerplein 9

1071 DV Amsterdam, Netherlands

Tel: 31 (0) 20 664 55 00


(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

_________________

 

Eduardo Bravo Fernandez de Araoz
Chief Executive Officer
  Koen Sintnicolaas
Chief Financial Officer
 

Johannes Vermeerplein 9

1071 DV Amsterdam, Netherlands

Tel: 31 (0) 20 664 55 00

 

(Name, address, including zip code, and telephone number, including area code, of agent for service)

__________________

 

  Copies to:  

Derek J. Dostal

Yasin L. Keshvargar
Davis Polk & Wardwell LLP
450 Lexington Avenue
 

New York, NY 10017

Tel: (212) 450-4000

 

Reuven B. Young

Leo Borchardt 

Davis Polk & Wardwell LLP
Aldermanbury Square

London EC2V 7HR

United Kingdom
Tel: 44 20 7418 1300

 

Merritt Johnson
Harald Halbhuber
Shearman & Sterling LLP
599 Lexington Avenue

New York, NY 10022

Tel: (212) 848-4000

 

Approximate date of commencement of proposed sale to the public:  As soon as practicable after this Registration Statement becomes effective.
__________________
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 registered 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. File Number 333-253220
                 

 

 

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, 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

 

Title Of Each Class
Of Securities To Be Registered
Amount To Be Registered Proposed Maximum Offering Price Per Security(1) Proposed Maximum Aggregate Offering Price(1) Amount Of
Registration Fee
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant(2) 2,300,000 Units $ 10.00 $ 23,000,000 $ 2,509.30    
Class A ordinary shares included as part of the units(3) 2,300,000 Shares (4)
Redeemable warrants included as part of the units(3) 766,667 Warrants (4)
Total     $ 23,000,000 $ 2,509.30(5)
         
(1)Estimated solely for the purpose of calculating the registration fee.

 

(2)Includes 300,000 units, consisting of 300,000 Class A ordinary shares and 100,000 redeemable warrants, 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, 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)No fee pursuant to Rule 457(g)

 

(5)The Registrant previously registered securities having a proposed maximum aggregate offering price of $115,000,000 on its Registration Statement on Form S-1, as amended (File No. 333-253220), which was declared effective by the Securities and Exchange Commission on March 15, 2021. In accordance with Rule 462(b) under the Securities Act, an additional number of securities having a proposed maximum offering price of $23,000,000 is hereby registered, which includes securities issuable upon the exercise of the underwriters’ over-allotment option.

 

 

This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) promulgated under the Securities Act.

 

 

 

EXPLANATORY NOTE AND INCORPORATION

INFORMATION BY REFERENCE

 

This Registration Statement on Form S-1 is being filed with respect to the registration of 2,300,000 additional units of European Biotech Acquisition Corp., a Cayman Islands exempted company (the “Registrant”), each consisting of one Class A ordinary share and one-third of one redeemable warrant, pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and General Instruction V of Form S-1, including 300,000 units that may be purchased by the underwriters to cover over-allotments, if any. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to certain adjustments, and only whole warrants are exercisable. Pursuant to Rule 462(b), the Registrant hereby incorporates by reference into this Registration Statement on Form S-1 in its entirety the Registration Statement on Form S-1 (File No. 333-253220) declared effective on March 15, 2021 by the Securities and Exchange Commission (the “Commission”), including each of the documents filed by the Company with the Commission and incorporated or deemed to be incorporated by reference therein and all exhibits thereto.

 

 

 

PART II

 

INFORMATION NOT REQUIRED IN THE PROSPECTUS

 

Item 16. Exhibits and Financial Statement Schedules.

 

(a)       Exhibits. All exhibits filed with or incorporated by reference in Registration Statement No. 333-253220 are incorporated by reference herein, and shall be deemed to be a part of this Registration Statement, except for those set forth in the exhibit index attached hereto, which are filed herewith.

 

Exhibit Number

 

Description
5.1 Opinion of Davis Polk & Wardwell LLP
5.2 Opinion of Maples and Calder, Cayman Islands counsel to the Registrant
23.1 Consent of Marcum LLP
23.2 Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1)
23.3 Consent of Maples and Calder (included in Exhibit 5.2)
24.1 Power of Attorney (included on signature page of the intial filing of Registration Statement on Form S-1, File No. 333-253220, initially filed on February 17, 2021)

 

 

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 Madrid, Spain, on the 15th day of March, 2021.

 

 

      EUROPEAN BIOTECH ACQUISITION CORP.   
             
             
             
             
      By: /s/ Eduardo Bravo Fernandez de Araoz  
        Name: Eduardo Bravo Fernandez de Araoz  
        Title: Chief Executive Officer  
             

 

 

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.

 

Signature Title Date
/s/ Eduardo Bravo Fernandez de Araoz

Eduardo Bravo Fernandez de Araoz

Chief Executive Officer
(Principal Executive Officer)

March 15, 2021
/s/ Koen Sintnicolaas

Koen Sintnicolaas

Chief Financial Officer
(Principal Financial and Accounting Officer)

 

March 15, 2021
/s/ Martijn Kleijwegt

Martijn Kleijwegt

Chairman of the Board of Directors

March 15, 2021
/s/ Mark Wegter

Mark Wegter

Director 

March 15, 2021
     

AUTHORIZED REPRESENTATIVE

 

Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, the undersigned has signed this registration statement, solely in its capacity as the duly authorized representative of European Biotech Acquisition Corp., in the City of New York, New York, on the 15th day of March, 2021.

 

 

      U.S. DULY APPOINTED REPRESENTATIVE   
             
      COGENCY GLOBAL INC.   
             
             
      By: /s/ Colleen A. De Vries  
        Name: Colleen A. De Vries  
        Title: Sr. Vice President on behalf of Cogency Global Inc.