SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 4, 2021 (May 28, 2021)
European Biotech Acquisition Corp.
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction of|
incorporation or organization)
|(Commission File Number)||(I.R.S. Employer|
Johannes Vermeerplein 9
1071 DV Amsterdam, Netherlands
|(Address of principal executive offices)||(Zip Code)|
Registrant’s telephone number, including area code: 31 (0) 20 64 55 00
(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|
|Name of each exchange|
on which registered
|Class A ordinary shares, par value $0.0001 per share||EBAC||The Nasdaq Capital Market|
|Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50||EBACW||The Nasdaq Capital Market|
|Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant||EBACU||The Nasdaq Capital Market|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company x
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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On April 12, 2021 the Staff of the U.S. Securities and Exchange Commission (the “SEC”) released the “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “Staff Statement”). The Staff Statement sets forth the conclusion of the SEC’s Office of the Chief Accountant that certain provisions included in the warrant agreements entered into by many SPACs, such as European Biotech Acquisition Corp. (the “Company”), require such warrants to be accounted for as liabilities measured at fair value, rather than as equity securities, with changes in fair value during each financial reporting period reported in earnings. The Company has previously classified its private placement warrants and public warrants as equity.
The Company’s management and the Audit Committee of the Company’s board of directors (the “Audit Committee”) are working to determine whether, in light of the Staff Statement, it is appropriate to restate the Company’s previously issued audited financial statements as of March 18, 2021. Given the scope of the process for evaluating the impact of the Staff Statement on the Company’s financial statements, the Company was unable to complete and file its Quarterly Report on Form 10-Q for the period ended March 31, 2021 (the “Quarterly Report”) by the required due date of May 17, 2021. On May 17, 2021, the Company filed a Form 12b-25 Notification of Late Filing with the SEC related to the Quarterly Report. The Company is working diligently to prepare and file the Quarterly Report as soon as reasonably practicable.
On May 28, 2021, the Company received a notice (the “Notice”) from the Nasdaq Stock Market LLC (“Nasdaq”) indicating that as a result of the Company’s failure to timely file its Quarterly Report, the Company no longer complies with the continued listing requirements set forth in Nasdaq Listing Rule 5250(c)(1).
The Notice advises that under Nasdaq’s rules, the Company now has 60 calendar days to submit a plan to regain compliance, and if Nasdaq accepts the Company’s plan, it will have up to 180 calendar days from the filing due date to regain compliance. The Company can regain compliance with Nasdaq listing standards during this 180 day period when the Company files its Quarterly Report with the SEC. The Company’s securities will remain listed on Nasdaq under the symbols “EBAC,” “EBACU” and “EBACW.”
The Notice has no immediate impact on the listing of the Company’s securities, which will continue to trade on Nasdaq, subject to the Company’s compliance with other applicable continued listing requirements.
Item 8.01. Other Events.
On June 4, 2021, the Company issued a press release announcing its receipt of the Notice. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed with this Form 8-K:
|Exhibit No.||Description of Exhibits|
|99.1||Press Release, dated June 4, 2021|
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: June 4, 2021
EUROPEAN BIOTECH ACQUISITION CORP.
|By:||/s/ Eduardo Bravo|
|Title:||Chief Executive Officer|