| 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
_________________
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| 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) __________________
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| Copies to: | ||||||||
Derek J. Dostal Yasin L. Keshvargar New York, NY 10017 Tel: (212) 450-4000
| Reuven B. Young Leo Borchardt Davis Polk & Wardwell LLP London EC2V 7HR United Kingdom
| Merritt Johnson New York, NY 10022 Tel: (212) 848-4000
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| 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. ☐
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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.
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 | March 15, 2021 |
| /s/ Koen Sintnicolaas | Koen Sintnicolaas Chief Financial 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. | |||||
