Blade Therapeutics, Inc. entered into the letter of intent to acquire Biotech Acquisition Company (NasdaqCM:BIOT) from Biotech Sponsor LLC and others in a reverse merger transaction on May 11, 2021. Blade Therapeutics, Inc. entered into a definitive Agreement and Plan of Merger to acquire Biotech Acquisition Company (BAC) from Biotech Sponsor LLC and others in a reverse merger transaction on November 8, 2021. Consideration received by Blade security holders from Biotech at closing will have total value of $280 million less value of certain contingent payments that may become payable to Blade's current series C-1 preferred stockholders, in case of Blade stockholders, solely in newly issued shares of BAC common stock (stock) and in case of Blade option holders, by assumption of such options by BAC, plus the additional contingent right to receive earnout shares after closing. All preferred stock of Blade, all convertible promissory notes of Blade will be required to be converted into shares of Blade stock prior to closing, and will share in consideration. All warrants of Blade are to be exercised in full on cash or cashless basis or terminated without exercise, as per terms prior to closing. Earnout participants will also have a contingent right to receive up to additional 3.5 million shares of Biotech stock after closing based on the stock price performance of BAC stock. Earnout shares will become issuable if, during earnout period, closing price of BAC stock is equal to or greater than $15 per share for any 20 trading days within any 30 trading day period (Price Earnout Milestone) or, prior to the occurrence of a Price Earnout Milestone, BAC consummates a transaction that results in stockholders of BAC immediately prior to such transaction having beneficial ownership of less than 50% of outstanding voting securities of BAC or surviving entity, immediately following such transaction, BAC consummates a “going private transaction” or otherwise ceases to be subject to reporting obligations under Securities Exchange Act of 1934, as amended or BAC stock ceases to be listed on a national securities exchange. Unlike consideration, earnout shares to be allocated among Blade's security holders on a fully-diluted basis as of closing, without treating assumed Blade options on a net exercise basis, and with holders of unvested Blade options receiving restricted stock units for a number of shares of stock of BAC equal to such portion of earnout shares otherwise issuable to such earnout participant in respect of such unvested Blade options. For conversion, each of issued and outstanding BAC Class A and Class B ordinary shares shall convert automatically, on a one-for-one basis, into a share of BAC stock, each of issued and outstanding BAC warrants shall convert automatically into a warrant to acquire an equal number of shares of BAC stock and each then issued and outstanding BAC unit shall separate automatically into a share of BAC stock, on a one-for-one basis, and one-half of one warrant to acquire BAC stock. Prior to closing, all Blade Warrants to be exercised in full on a cash or cashless basis or terminated without exercise, all Blade Notes to be converted into shares of Blade stock or terminated without conversion as applicable, in accordance with their respective terms and all Blade preferred stock to be converted into shares of Blade stock at a conversion rate as calculated pursuant to terms of Blade's documents. Approximately $24.3 million PIPE financing anchored by leading institutional investors, including Deerfield Management, Pfizer Ventures, Bristol Myers Squibb, MPM Capital and Osage University Partners. Biotech entered into Subscription Agreements with investors to purchase total of 2,430,000 shares of BAC stock in a private equity investment (PIPE ) for price of $10 per share and gross proceeds to Biotech equal to $24.3 million. Combined company ( company) will be renamed Blade Biotherapeutics, Inc., and is expected to be listed on Nasdaq under symbol 'BBTX'. Company will be led by Wendye Robbins, as president and CEO, Jean-Frédéric Viret as CFO and Mark Timney will be nominated as chairman of company's board of directors. After effective time executive officers of Blade shall be the executive officers of surviving entity and certain directors of Blade, determined by Blade and communicated in writing to Biotech prior to closing date, shall be appointed to the board of directors of surviving entity. Post-closing BAC board of directors will consist of seven persons, including Michael Shleifer, one to be designated by mutual agreement of Blade and BAC as soon as practicable following agreement and prior to closing, who shall qualify as independent director and five designated by Blade pursuant to written notice to BAC as soon as reasonably practicable following agreement and prior to closing, who shall be reasonably acceptable to BAC. At least four members of post closing BAC Board will qualify as an independent director.

Transaction is subject to approval of shareholders of Biotech and Blade, approvals of any required governmental authorities, expiration of any antitrust waiting periods, Registration Statement having been declared effective by the SEC, satisfaction of the $5 million minimum net tangible asset test by BAC, approval of the BAC common stock for listing on Nasdaq, consummation of the conversion, BAC having, at closing, at least $75 million in cash and cash equivalents and proceeds of any PIPE Investment, prior to paying any of BAC expenses and liabilities due at closing, resignations of the directors of Biotech as requested by Blade, execution of Ancillary Agreements, Lock-Up agreements and Registration Rights agreement being in full force and effect as of closing, reconstitution of post-closing board of directors, members of post-closing Biotech Board shall have been elected or appointed as of closing and certain other customary closing conditions. Other than the minimum cash condition, the conditions to Blade's obligation to consummate transaction may be waived by Blade. Minimum cash condition may be waived by Blade with prior written consent of certain Blade stockholders. Board of directors of Blade approved the agreement and recommended the approval and adoption of agreement by Blade stockholders. Board of directors of BAC approved the conversion and the agreement and adopted a resolution recommending that its shareholders approve and adopt the BAC shareholder matters. Closing is expected in first quarter of 2022. Net proceeds is to support clinical development, for working capital and general corporate purposes. Company is expected to have post-transaction enterprise value of approximately $352.8 million. Transaction expected to provide pro forma cash balance of approximately $254.3 million to company, including gross PIPE proceeds and net cash held in BAC's trust.

Continental Stock Transfer & Trust Company served as a transfer agent of BAC. Matthew A. Gray from Ellenoff Grossman acted as legal advisor to BAC and Biotech Sponsor LLC. Mark V. Roeder and Brian D. Paulson from Latham acted as legal advisor to Blade and Jean-Frédéric Viret. Barclays Capital Inc. acting as lead PIPE placement agent and served as a financial and capital markets advisor and Lazard acted as a financial advisor to Blade. Cantor Fitzgerald acted as financial advisor to BAC. Simpson Thacher & Bartlett acted as legal advisor to Barclays and Cantor as placement agents for institutional investors for PIPE. Vantage Point Advisors, Inc., Investment Banking Arm acted as fairness opinion provider to the board of Biotech Acquisition Company. BAC will pay a cash fee equal to the sum of $1.5 million plus an incentive fee. The incentive fee could range between $300,000 and $1.5 million.

Blade Therapeutics, Inc. cancelled the acquisition of Biotech Acquisition Company (NasdaqCM:BIOT) from Biotech Sponsor LLC and others in a reverse merger transaction on June 10, 2022.