April 15, 2022
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Life Sciences
100 F Street, N.E.
Washington, D.C. 20549
Attention: | Dillon Hagius |
Laura Crotty | |
Ibolya Ignat | |
Kevin Vaughn |
Re: | Biotech Acquisition Company File No. 333-263577 |
Ladies and Gentlemen:
On behalf of our client, Biotech Acquisition Company (the “Company” or “BAC”), we hereby provide responses to the comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) set forth in the comment letter dated April 7, 2022 (the “Comment Letter”) with respect to the above-referenced Amendment No. 1 to Registration Statement on Form S-4 submitted to the Commission by the Company on April 4, 2022.
Concurrently with the filing of this letter, the Company has filed, through the Commission’s Electronic Data Gathering, Analysis and Retrieval (“EDGAR”) system, Amendment No.2 to the above-referenced Registration Statement on Form S-4 (the “Amended Registration Statement”) in response to the Staff’s comments and to reflect certain other changes.
The headings and paragraph numbers in this letter correspond to those contained in the Comment Letter and, to facilitate the Staff’s review, we have reproduced the text of the Staff’s comments in bold and italics below. Capitalized terms used but not defined herein have the meanings given to them in the Amended Registration Statement. All references to page numbers and captions (other than those in the Staff’s comments and unless otherwise stated) correspond to the page numbers and captions in the Amended Registration Statement.
Amendment No. 1 to Registration Statement on Form S-4
What happens if the Minimum Cash Condition is not met?, page xx
1. | We note your response to our prior comment 2 and your newly added disclosure that BAC may seek to obtain additional financing to meet the Minimum Cash Condition in the event the condition is not waived. Please advise us how you intend to communicate the terms of any additional financing to shareholders if such event occurs. |
Response: The Company acknowledges the Staff’s comment and in response has revised its disclosures on page xx of the Amended Registration Statement.
BAC’s Board of Directors’ Reasons for the Business Combination, page 121
2. | We note your response to our prior comment 10 and your newly added disclosure on page 122 that the BAC Board also considered “various industry and financial data and materials provided by management and Blade…” Please further revise your disclosure to discuss the substance of these materials so that investors may understand what specifically was considered by the Board in arriving at its decision regarding the transaction. |
Response: The Company acknowledges the Staff’s comment and in response has revised its disclosures on pages 121-122 of the Amended Registration Statement.
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We hope that the foregoing has been responsive to the Staff’s comments and look forward to resolving any outstanding issues as quickly as possible. Please direct any questions or comments regarding the foregoing to me at 917-882-2727 (mobile), 646-895-7112 (office direct), 212-370-1300 (office reception) or rbaumann@egsllp.com.
Very truly yours, | |
/s/ Richard Baumann | |
Richard Baumann | |
Ellenoff Grossman & Schole LLP |
cc: | Michael Shleifer, Biotech Acquisition Company | |
Mark V. Roeder, Latham & Watkins LLP | ||
Brian D. Paulson, Latham & Watkins LLP |