Biotech Acquisition Company filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On January 19, 2023, Biotech Acquisition Company (the “Company”) held an extraordinary general meeting of shareholders (the “Meeting”). At the Meeting, the following proposals were considered and acted upon by the shareholders of the Company:
(a) a proposal to amend the Company’s amended and restated memorandum and articles of association (the “Charter Amendment”) to extend the date by which the Company has to consummate an initial business combination from January 27, 2023 to October 27, 2023 (the “Extension,” and such proposal, the “Extension Amendment Proposal”); and
(b) a proposal to approve the adjournment of the Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal (the “Adjournment Proposal”).
The number of votes cast for or against, as well as the number of abstentions as to the Extension Amendment Proposal, are set forth below.
| For | Against | Abstain | ||
| 20,886,070 | 1,893,194 | 100 |
Accordingly, the Extension Amendment Proposal was approved.
As there were sufficient votes at the time of the Meeting to approve the above proposal, the Adjournment Proposal, which had been previously voted on by proxy, was not presented to stockholders at the Meeting.
Shareholders holding 15,467,687 shares of the Company’s ordinary shares exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s trust account (“Trust Account”) if the Extension is implemented. As a result, if the Extension is implemented, $156,842,346.18 million (approximately $10.14 per share) will be removed from the Trust Account to pay such holders.
Item 8.01 Other Events
As previously disclosed, the Company has entered into an asset purchase agreement (the “Transfer Agreement”) with Biotech Sponsor LLC and IREEM, LLC, dated December 21, 2022, as previously described in the Company’s Current Report on Form 8-K filed with the SEC on December 22, 2022 and definitive proxy statement filed with the SEC on January 4, 2023. Pursuant to the Transfer Agreement, the shareholder approval of the Extension is one of the conditions to the closing of the transactions contemplated by the Transfer Agreement (the “Transaction”). The Company intends to close the Transaction as soon as possible.
If there is no closing of the Transaction, the Company will not implement the Extension and will liquidate according to its amended and restated memorandum and articles of association.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits |
| Exhibit No. | Description | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
| Biotech Acquisition Company | |||
| Date: January 25, 2023 | By: | /s/ Michael Shleifer | |
| Name: | Michael Shleifer | ||
| Title: | Chief Executive Officer | ||