Item 5.07 Submission of Matters to a Vote of Security Holders
On June 14, 2022, Biotech Acquisition Company, a Cayman Islands exempted company
("BAC") convened and then adjourned indefinitely, without conducting any
business (other than the Adjournment Proposal as described below), an
extraordinary general meeting of its shareholders (the "Meeting"). The Meeting
had previously been called with respect to BAC's proposed business combination
(the "Business Combination") with Blade Therapeutics, Inc., a Delaware
corporation ("Blade"), and the other transactions (collectively with the
Business Combination, the "Transactions") contemplated by the Agreement and Plan
of Merger, dated as of November 8, 2021 (as amended on May 17, 2022, the "Merger
Agreement"), as further described in BAC's definitive proxy statement/prospectus
(the "Definitive Proxy Statement"), filed with the Securities and Exchange
Commission on May 9, 2022.
As previously disclosed, on June 10, 2022, the parties to the Merger Agreement
entered into a Termination and Release Agreement ("Termination Agreement")
pursuant to which the Merger Agreement was terminated effective as of June 10,
2022.
By reason of the termination of the Merger Agreement pursuant to the Termination
Agreement (i) the proposed Business Combination with Blade will not be
consummated; (ii) none of the BAC Class A ordinary shares submitted for
redemption will be redeemed; and (iii) at the Meeting, BAC presented the
Adjournment Proposal (as described in the Definitive Proxy Statement) (for
consideration and approval by BAC's shareholders but no other resolutions
described in the Definitive Proxy Statement had been put to the shareholders for
approval nor any other business voted on at the Meeting).
The solicitation of proxies by BAC pursuant to the Definitive Proxy Statement
terminated effective with the termination of the Merger Agreement.
Present at the Meeting, in person or by proxy, were holders of 20,208,455 BAC
ordinary shares, representing approximately 70.29% of the voting power of the
holders of BAC ordinary shares as of March 28, 2022 (the "Record Date"), and
constituting a quorum for the transaction of business. As of the Record Date,
28,750,000 BAC ordinary shares, including 23,000,000 BAC Class A ordinary shares
and 5,750,000 BAC Class B ordinary shares, were issued and outstanding and
holders thereof were entitled to vote at the Meeting. The sole proposal that was
presented at the Meeting was "The Adjournment Proposal", as described in the
Definitive Proxy Statement. The BAC shareholders approved the Adjournment
Proposal. For the avoidance of doubt, the board of directors of BAC does not
intend to reconvene the Meeting, as all other proposals in the Definitive Proxy
Statement which could properly be considered by the Meeting related to the
Transactions. The Transactions could not in any event be consummated, as a
result of the Termination Agreement.
The voting results were as follows:
For Against Abstain
17,358,745 2,847,089 2,621
The chairman of the Meeting declared that the Meeting be adjourned indefinitely.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description of Exhibits
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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