SEC Form SC 13D filed by Big Cypress Acquisition Corp.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. )*

SAB Biotherapeutics, Inc.

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

The class of equity security to which this statement on Schedule 13D relates is common stock, $0.0001 par value (“Common Stock”) of SAB Biotherapeutics, Inc. (the “Issuer” and formerly known as Big Cypress Acquisition Corp.), a Delaware corporation. The address of the principal executive offices of the Issuer is 2100 East 54th Street North, Sioux Falls, South Dakota 57104. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

Founder Shares and Private Placement Units

Funds for the purchase of securities reported herein were derived from available working capital of the Sponsor. Prior the IPO, the Sponsor paid the Issuer $25,000 for 2,875,000 Founder Shares, (244,375 of which was forfeited prior to the commencement of the IPO). Simultaneously with the IPO, the Sponsor paid $4,172,000 for 417,200 privately placed units (the “Private Units). Each Private Unit automatically separated into one share of Common Stock of the Issuer and one half of one warrant on October 22, 2021, the closing date of the Issuer’s business combination.

The Reporting Persons hold the securities of the Issuer for general investment purposes. The Reporting Persons reserve the right, based on all relevant factors and subject to applicable law or other restrictions, at any time and from time to time, to acquire additional shares of Common Stock of the Issuer, dispose of some or all of the shares of Common Stock of the Issuer that they may own from time to time, in each case in open market or private transactions, block sales or otherwise or pursuant to ordinary stock exchange transactions effected through one or more broker-dealers whether individually or utilizing specific pricing or other instructions (including by means of Rule 10b5-1 programs).

Mr. Reich is a Director and Executive Chairman of the Issuer. In such capacity, Mr. Reich may have influence over the corporate activities of the Issuer, including activities that may relate to items described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Except as described herein, the Reporting Persons have no present plans or proposals that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Business Combination Agreement

Pursuant to the terms of the Agreement and Plan of Merger (the “Business Combination Agreement”) by and among the Issuer (then known as Big Cypress Acquisition Corp.), Big Cypress Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of BCYP (“Merger Sub”), and SAB Biotherapeutics, Inc., a Delaware corporation (“OLD SAB”), the Sponsor agreed to subject 598,580 shares of common stock to vesting. The vesting of such shares is contingent on achievement of certain stock price milestones, as further described in the Issuer’s prospectus/proxy statement filed with the SEC on September 23, 2021, which is incorporated herein by reference. The full text of the Business Combination Agreement, as amended, is incorporated herein by reference and was filed with the Issuer’s Current Reports on Form 8-K, filed with the SEC on June 22, 2021 and August 16, 2021.

Amended and Restated Registration Rights Agreement

In connection closing of the Business Combination, the Sponsor and certain other stockholders of OLD SAB entered into an Amended and Restated Registration Rights Agreement which provides certain customary registration rights and subjects the shares of common stock including shares held by the Sponsor to a lock-up period for 180 days after closing of the business combination, during which such parties may not transfer any shares of common stock. Pursuant to the terms of the Amended and Restated Registration Rights Agreement, the Issuer will be obligated to file a registration statement to register the resale of certain securities of the Issuer, including shares held by the Sponsor.

Other than as described in this Schedule 13D, to the best of the Reporting Persons’ knowledge, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer.

Signatures

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: November 1, 2021

Big Cypress Holdings LLC