United States securities and exchange commission logo
January 26, 2022
Michael Shleifer
Chief Executive Officer
Biotech Acquisition Company
545 West 25th Street, 20th Floor
New York, NY 10001
Re: Biotech Acquisition
Company
Draft Registration
Statement on Form S-4
Submitted December
27, 2021
CIK No. 0001825413
Dear Dr. Shleifer:
We have reviewed your draft registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Draft Registration Statement on Form S-4
Cover Page
1. Please identify the
PIPE Investors on an individual basis where the term if first used and
defined. Please also
specifically identify those investors that are existing Blade
stockholders and
describe other relationships or affiliations with BAC, Blade and the
Sponsor.
Selected Definitions, page iv
2. We note the following
defined terms included on page vii: Third-Party PIPE Investment,
Third-Party PIPE
Investment Amount, and Third-Party PIPE Investor. These terms do not
appear to be used in
the body of the document or discussed. Please either revise the
Michael Shleifer
FirstName LastNameMichael
Biotech Acquisition CompanyShleifer
Comapany
January 26,NameBiotech
2022 Acquisition Company
January
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FirstName LastName
document to include detailed disclosure regarding the Third-Party PIPE
Investment, where
appropriate, or remove these references.
Questions and Answers for Shareholders of BAC, page x
3. We note the Minimum Cash Condition, which provides that BAC must have
cash or cash
equivalents, including funds remaining in the trust account after
giving effect to any
redemptions and the proceeds of any PIPE Investment, at least equal to
$75,000,000 at
closing. Given the rise in SPAC redemption rates and the fact that the
aggregate gross
proceeds of the PIPE Investment will be $24,300,000, well below the
Minimum Cash
Condition, please disclose an estimate of the level at which
redemptions will trigger this
condition and the consequences thereof. Such disclosure should appear
in the Q&A, in the
Summary where the closing conditions are discussed, and in the related
risk factors. In
this regard, we note the risk factor disclosure already included on
pages 29-30.
What interests do BAC s initial shareholders, Sponsor, current officers,
directors and advisors
have in the Business Combination?, page xvii
4. When discussing the Sponsor's financial incentives in the first bullet
point, please
highlight the risk that these financial incentives may persuade the
Sponsor to support the
completion of an acquisition of a less favorable target company or on
terms less favorable
to shareholders rather than liquidate.
5. We note your disclosure that "the existence of financial and personal
interests of one or
more of BAC s directors may result in a conflict of interest on the
part of such
director(s) " Please revise your disclosure on pages xvii, 15 and
126 to describe and
quantify the aggregate dollar amount of all material interests in the
transaction held by the
company s officers and directors. Ensure that your disclosure is on
an individual basis,
identifying individual officers and directors and their particular
financial and personal
interests.
Summary of the Proxy Statement/Prospectus
Combined Business Summary, page 1
6. Please provide balancing disclosure in the Summary concerning Blade's
history of net
losses, accumulated deficit, its expectation around revenue
generation, and the going
concern opinion provided by the company's auditors in relation to its
consolidated
financial statements at December 31, 2020.
Pipeline Table, page 2
7. Please revise your pipeline table as follows:
Add a column for Phase 3 clinical trials;
Remove the "anticipated milestones" related to the initiation and
readout for a phase
2 IPF study, as such assumes the FDA will approve progression to
phase 2;
Provide a footnote to the table explaining the asterisk included
in the anticipated
Michael Shleifer
FirstName LastNameMichael
Biotech Acquisition CompanyShleifer
Comapany
January 26,NameBiotech
2022 Acquisition Company
January
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milestones column.
Please make conforming changes, as needed, elsewhere in the document,
for example
where the phase 2 IPF study is discussed.
8. We note that, unlike the pipeline table on this page, the current
pipeline table on Blade's
public website does not mention the Phase I trial of Cudetaxestat in
the liver
fibrosis indication. Relatedly, we also note that the pipeline table
on Blade's public
website mentions two preclinical trials of BLD-3051 for liver fibrosis
and lung fibrosis
indications, neither of which are mentioned in the pipeline table on
this page or anywhere
else in the filing. Please reconcile.
Our Product Candidates, page 3
9. Please remove any statements implying the safety or efficacy of
Blade's product
candidates, as such determinations are solely within the purview of
the FDA or similar
foreign regulatory authorities. For instance, we note your statements
throughout the
document regarding cudetaxestat's "well-tolerated favorable clinical
safety profile" and
that "[n]onclinical safety and toxicology studies completed to
date...support the safety
profile."
10. You disclose that you "own intellectual property rights" relating to
BLD-0409. Please
explain what type of IP rights you own (e.g. patents, trademarks,
etc.). Please make
similar revisions on page 4 when addressing BLD-2184.
BAC's Board of Directors' Reasons for the Business Combination, page 9
11. We note your statement that Blade has "backing from experienced
biotechnology
companies and investors[.]" Supplementally in your response letter,
please provide
support for this statement.
Interests of BAC s Directors and Executive Officers in the Business
Combination, page 15
12. We note your disclosure on this page that "BAC s officers have
interests in the Business
Combination that may conflict with your interests as a shareholder"
and your disclosure
on page 16 that "the existence of financial and personal interests of
one or more of BAC s
directors may result in a conflict of interest on the part of such
director(s)". Please revise
the conflicts of interest discussion so that it highlights all
material interests in the
transaction held by the sponsor and the company s officers and
directors. This could
include fiduciary or contractual obligations to other entities as well
as any interest in, or
affiliation with, the target company. In addition, please clarify how
the board considered
those conflicts in negotiating and recommending the business
combination.
Comparative Per Share Data, page 25
13. Revise your disclosure to show the potential impact of redemptions on
the per share value
of the shares owned by non-redeeming shareholders by including a
sensitivity analysis
Michael Shleifer
FirstName LastNameMichael
Biotech Acquisition CompanyShleifer
Comapany
January 26,NameBiotech
2022 Acquisition Company
January
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FirstName LastName
that also includes interim redemption levels.
Risk Factors, page 29
14. It appears that your charter waived the corporate opportunities
doctrine. Please address
this potential conflict of interest and whether it impacted your
search for an acquisition
target or advise.
The Insider Letter may be amended without shareholder approval., page 33
15. We note that certain shareholders agreed to waive their redemption
rights. Please clearly
describe any consideration provided in exchange for this agreement.
Financial projections with respect to Blade may not prove to be reflective of
actual financial
results., page 43
16. We note your statement that investors "should not place undue
reliance" on Blade's
financial projections. Please revise this statement to eliminate any
implication that
investors are not entitled to rely on the information included in your
registration
statement.
Blade Biotherapeutics may redeem unexpired warrants prior to their exercise at
a time that is
disadvantageous to you. . , page 74
17. Please highlight the material risks to public warrant holders,
including those arising from
differences between private and public warrants. Clarify whether
recent common stock
trading prices exceed the threshold that would allow the company to
redeem public
warrants. Clearly explain the steps, if any, the company will take to
notify all
shareholders, including beneficial owners, regarding when the warrants
become eligible
for redemption.
Provisions in the Proposed Certificate of Incorporation and Delaware law may
have the effect of
discouraging lawsuits. . ., page 79
18. Please revise this risk factor to disclose that there is also a risk
that your exclusive forum
provision may result in increased costs for investors to bring a
claim.
Business Combination Proposal
Background to the Business Combination
Description of discovery and negotiation process with candidates other than
Blade, page 111
19. Please revise your discussion to clarify the timeline with respect to
your contacts with the
60 potential candidates, the elimination of the first 45 (with which
you did not sign an
NDA) and the next 11 (with which you did sign an NDA).
20. We note your disclosure that you "sought to leverage its management
team s and
directors professional and personal relationships to source
potential merger partners" and
Michael Shleifer
FirstName LastNameMichael
Biotech Acquisition CompanyShleifer
Comapany
January 26,NameBiotech
2022 Acquisition Company
January
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FirstName LastName
that this included your CEO's experience as a managing partner at a
life sciences
investment and consulting firm and your CFO's capital market
experience. If the Sponsor,
management, or directors (or their affiliates) have a track record
with SPACs, please
provide balanced disclosure about this record and the outcomes of any
prior transactions.
Description of discovery and negotiation process with Blade, page 113
21. Please provide a brief summary of any interests BAC officers and
directors or their
affiliates had in Blade when they first discussed Blade as a potential
target with Cantor in
March 2021. Ensure that any pre-existing relationships between the
Sponsor and affiliates
thereof are also disclosed.
22. We note your disclosure on page 114 that Barclays served as the
financial advisor to
Blade and that Cantor served as the financial advisor to BAC. For both
Barclays and
Cantor, please disclose:
the fees the financial advisor will receive upon completion of the
business
combination and any amount that is contingent upon completion of
the transaction;
a clear description of any additional services the financial
advisor or its affiliates
provided in connection with the transaction (such as for any PIPE
transaction related
to the de-SPAC transaction), the related fees, and whether those
fees are conditioned
on the completion of the transaction;
a description of any services the financial advisor has provided
to the target or
affiliates of the parties.
23. Please revise your disclosure throughout this section to provide
greater detail as to the
background of the transaction with Blade, including the material
issues discussed and key
negotiated terms. The disclosure should provide shareholders with an
understanding of
how, when, and why the material terms of your proposed transaction
evolved and why this
transaction is being recommended as opposed to any alternatives. In
your revised
disclosure, please ensure that you address the following:
the material terms for any proposals and subsequent proposals and
counter offers;
negotiation of the transaction documents and the parties involved;
and
valuations.
BAC's Board of Directors' Reasons for the Business Combination, page 116
24. We note your statement that in connection with the Business
Combination, the BAC board
of directors "considered, among other things, internal financial
forecasts prepared by, or at
the direction of, the management of Blade...". Rather than only
summarizing the "key
elements" of such forecasts, please revise your disclosure to include
all material elements
of any projections and/or forecasts provided by Blade to BAC's board.
Engagement of Vantage Point, page 119
25. Please disclose whether a material relationship has existed during the
past two years
between Vantage Point (and is affiliates) and Blade (and its
affiliates). These material
Michael Shleifer
FirstName LastNameMichael
Biotech Acquisition CompanyShleifer
Comapany
January 26,NameBiotech
2022 Acquisition Company
January
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FirstName LastName
relationships may include Vantage Point assisting Blade on past
acquisitions or Vantage
Point providing advisory services to Blade. If such a relationship
exists, please disclose
and quantify any compensation paid to Vantage Point by Blade. If you
cannot quantify the
compensation paid or to be paid, a description of the fee arrangements
and a statement
that the information needed to quantify the fees is unavailable is
sufficient, but the
description of the fees should clearly note the contingent nature of
any payments.
26. We note your disclosure that Vantage Point s opinion was furnished
"to BAC's Board of
Directors...and not to any other person, including any particular
shareholder, group or
class of securities, creditor or other constituencies of BAC." We also
note the language in
the fairness opinion itself on Annex page G-1 which states that the
fairness opinion is
furnished solely to be utilized by the Board of Directors[.] As
written these statements
may be construed as disclaimers of any potential liability Vantage
Point may owe to
security holders, which has not been definitively settled under state
law. Please either
revise this disclosure and the fairness opinion itself to remove these
statements or provide
the legal basis for the company's and the advisor's belief that
security holders cannot rely
on the opinion to bring state law actions, including a description of
any state law authority
on such a defense. If not such authority exists, please disclose that
the issue will be
resolved by a court, resolution of the issue will have no effect on
rights and
responsibilities of the board under state law, and the availability of
this defense has no
effect on the rights and responsibilities of either the advisor or the
board under the federal
securities laws.
27. We note your disclosure that during the course of meetings held
starting on August 5,
2021, BAC's Board and BAC management discussed engaging a specialist
to provide a
fairness opinion on the transaction. Please revise your disclosure to
explain the reasons the
fairness opinion was considered and ultimately obtained by the BAC
Board.
Market Approach, page 121
28. Please revise your disclosure to name the companies used by Vantage
Point in its
Guideline Public Company IPO sampling method.
Information About Blade
Intellectual Property, page 231
29. Please expand your intellectual property discussion to disclose the
type of patent
protection (i.e., composition of matter, use, or process) for each of
your six owned
patents and the expiration year of each on an individual basis.
Facilities, page 242
30. Please file the lease agreement for your corporate headquarters and
laboratory space as an
exhibit, pursuant to Item 601(b)(10)(ii)(D) of Regulation S-K.
Management of Blade Biotherapeutics Following the Business Combination
Michael Shleifer
Biotech Acquisition Company
January 26, 2022
Page 7
Employment Arrangements with Named Executive Officers, page 269
31. Please file the offer letters with Wendye Robbins, M.D., Jean-Fr d ric
Viret, Ph.D.,
Prabha Ibrahim, Ph.D., and Felix Karim, Ph.D., who you expect to serve as
the directors
and executive officers of the combined company. See Item 601(b)(10) of
Regulation S-K.
Biotech Acquisition Company
Condensed Financial Statements (Unaudited)
Notes to Condensed Financial Statements
Note 2. Restatement of Previously Issued Financial Statements, page F-24
32. Please amend your Form 8-K filed on February 3, 2021 that includes your
audited balance
sheet as of January 28, 2021 to incorporate the error corrections
disclosed here to your
January 28, 2021 balance sheet and in your Item 4.02 8-K dated November
17, 2021,
or explain to us why such amendment is not required. Provide an updated
opinion from
your auditor as part of that amendment.
You may contact Ibolya Ignat at 202-551-3636 or Kevin Vaughn at
202-551-3494 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Dillon Hagius at 202-551-7967 or Laura Crotty at 202-551-7614 with any
other
questions.
Sincerely,
FirstName LastNameMichael Shleifer
Division of
Corporation Finance
Comapany NameBiotech Acquisition Company
Office of Life
Sciences
January 26, 2022 Page 7
cc: Richard Baumann
FirstName LastName