UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (date of earliest event reported): ~~January~~February 2615, 2023

EUROPEAN BIOTECH ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Commission File Number: 001-40211

Cayman Islands

N/A

(State or other jurisdiction of

incorporation or organization)

(IRS Employer

Identification No.)

EPFL Innovation Park Building

1015 Lausanne

Switzerland

(Address of principal executive offices, including zip code)

+41 77 976 21 09

(Registrant’s telephone number, including area code)

Johannes Vermeerplein 9

1071 DV Amsterdam, Netherlands

(Former address)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 140.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant	EBACU	The NASDAQ Stock Market LLC
Class A ordinary shares, par value $0.0001 per share	EBAC	The NASDAQ Stock Market LLC
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	EBACW	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On February 1315, 2023, European Biotech Acquisition Corp. (the “Company”) ~~issued~~entered aninto ~~unsecured~~a ~~promissory~~loan ~~note~~agreement (the “~~Note~~Loan”) with Oculis SA (“Oculis”) in the amount of upCHF ~~to $750~~256,~~000~~921.68 to(the ~~MRMJ~~“Loan ~~Holding B.V.~~Amount”), anpursuant ~~affiliate~~to ofwhich ~~LSP~~Oculis ~~Sponsor~~agreed ~~EBAC~~to ~~B.V.~~pay (the ~~“Sponsor”).~~Loan ~~The~~Amount ~~proceeds~~on behalf of EBAC for the ~~Note,~~purpose ~~which~~of ~~may~~increasing bethe ~~drawn~~initial ~~down~~share ~~from~~capital ~~time~~of toOculis ~~time~~Holding ~~until~~AG in connection with the Company’s ~~consummates~~previously ~~its~~announced initial business combination~~, will be used as general working capital purposes~~.

The ~~Note~~Loan bears no interest ~~and~~if isrepaid ~~payable~~prior ~~in full in cash upon the earlier~~ to ~~occur of (i)~~ March 1831, 2023 orand ~~(ii) the~~otherwise ~~consummation~~will ofbear ~~the~~interest ~~Company’s~~equal ~~initial business combination. A failure~~ to ~~pay~~ the ~~principal~~minimal ~~within~~interest ~~five~~published ~~business~~as ~~days~~a ofsafe ~~the~~harbor ~~date~~rule ~~specified~~by ~~above or~~ the ~~commencement~~Swiss ofFederal aTax ~~voluntary~~Authorities. orThe ~~involuntary~~Loan ~~bankruptcy~~is ~~action~~payable ~~shall~~in befull ~~deemed~~in ancash ~~event~~on ofMarch 31, ~~default~~2023, inunless ~~which case~~ the ~~Sponsor~~Company ~~may~~elects ~~declare the Note due and payable immediately. The issuance of the Note was made pursuant~~ to ~~the~~repay ~~exemption~~at ~~from~~an ~~registration~~earlier ~~contained in Section 4(a)(2) of the Securities Act of 1933, as amended~~date.

A copy of the ~~Note~~Loan is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The disclosures set forth in this Item 2.03 are intended to be summaries only and are qualified in their entirety by reference to the ~~Note~~Loan.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

ExhibitNo.		Description
10.1		~~Promissory~~Loan ~~Note~~Agreement dated February 1315, 2023, ~~issued~~between by European Biotech Acquisition Corp. toand ~~MRMJ~~Oculis ~~Holding B.V.~~SA
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: February 1321, 2023


EUROPEAN BIOTECH ACQUISITION CORP.

By:		/s/ Eduardo Bravo Fernandez de Araoz
Name:		Eduardo Bravo Fernandez de Araoz
Title:		Chief Executive Officer (Principal Executive Officer)

Filing Compare · European Biotech Acquisition Corp.