Item 1.02 Termination of a Material Definitive Agreement.

As previously disclosed by Biotech Acquisition Company, a Cayman Islands exempted corporation (the "Company"), in its Current Reports on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on December 22, 2022and definitive proxy statement ("Proxy Statement") filed with the SEC on January 4, 2023, on December 21, 2022, the Company entered into an asset purchase agreement (the "Transfer Agreement") with Biotech Sponsor LLC (the "Sponsor") and IREEM, LLC (the "Investor"), pursuant to which, among other things, the Sponsor agreed to transfer to the Investor 5,455,000 Class B ordinary shares, par value $0.0001 per share of the Company, 6,000,000 private placement warrants of the Company and a promissory note issued by the Company to the Sponsor in the aggregate principal amount of $470,000 (the "Sponsor Transaction").

As previously disclosed by the Company in its Current Reports on Form 8-K filed with the SEC on January 25, 2023, the Company held an extraordinary general meeting of shareholders (the "Meeting") on January 19, 2023. At the Meeting, the shareholders of the Company approved an amendment to the Charter 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"). If the Extension is implemented, the Investor would deposit the lesser of (x) $467,500 or (y) $0.055 for each public share that is not redeemed (such amount, the "Extension Funds") for each calendar month into the Company's trust account (the "Trust Account").

As a result of the Investor being unable to deposit the Extension Funds into the Company's Trust Account, the Extension will not be implemented and the Transfer Agreement is terminated. The Company will commence liquidation according to its amended and restated memorandum and articles of association (the "Charter").




Item 8.01 Other Events

On February 1, 2023, the Company issued a press release announcing that due to the Investor's inability to deposit the Extension Funds into the Trust Account, the Extension will not be implemented and the Company will dissolve and liquidate in accordance with the provisions of its the Charter and will redeem all of the outstanding ordinary shares that were included in the units issued in its initial public offering (the "Public Shares"), at a per-share redemption price of approximately $10.15.

In order to provide for the disbursement of funds from the Trust Account, the Company will instruct the trustee of the Trust Account to take all necessary actions to liquidate the securities held in the Trust Account. The proceeds of the Trust Account will be held in a non-interest bearing account while awaiting disbursement to the holders of the Public Shares. Record holders will receive their pro rata portion of the proceeds of the Trust Account by delivering their Public Shares to Continental Stock Transfer & Trust Company, the Company's transfer agent. Beneficial owners of Public Shares held in "street name," however, will not need to take any action in order to receive the redemption amount. The redemption of the Public Shares is expected to be completed within ten business days after January 27, 2023.

The Sponsor has agreed to waive its redemption rights with respect to its outstanding Class B ordinary shares issued prior to the Company's initial public offering.

There will be no redemption rights or liquidating distributions with respect to the Company's warrants, which will expire worthless.

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




Exhibit No.   Description
99.1            Press Release, dated as of February 1, 2023
104           Cover Page Interactive Data File (embedded within the Inline XBRL document).




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