UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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 191, 2023

BIOTECH ACQUISITION COMPANY

(Exact name of registrant as specified in its charter)

Cayman Islands		001-39935		N/A
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

545 West 25^th Street, 20^thFloor

New York, New York 10001

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (212) 227-1905

Not Applicable

(Former name or former address, if changed since last report)

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© under the Exchange Act (17 CFR 240.13©(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, $0.0001 par value, and one-half of one redeemable warrant	BIOTU	The Nasdaq Stock Market LLC
Class A ordinary shares included as part of the units	BIOT	The Nasdaq Stock Market LLC
Redeemable warrants included as part of the units	BIOTW	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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 51.0702 ~~Submission~~Termination of ~~Matters to~~ a ~~Vote~~Material ofDefinitive ~~Security Holders~~Agreement.

OnAs 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, 2022 and definitive proxy statement (“Proxy Statement”) filed with the SEC on January 194, 2023, on ~~Biotech~~December ~~Acquisition~~ 21, 2022, the Company entered into an asset purchase agreement (the “~~Company~~Transfer Agreement”) ~~held~~with anBiotech Sponsor ~~extraordinary~~LLC ~~general~~(the ~~meeting~~“Sponsor”) ofand ~~shareholders~~IREEM, LLC (the “~~Meeting~~Investor”)., Atpursuant to which, among other things, the ~~Meeting~~Sponsor agreed to transfer to the Investor 5,455,000 Class B ordinary shares, par value $0.0001 per share of the ~~following~~Company, ~~proposals~~6,000,000 ~~were~~private ~~considered~~placement warrants of the Company and ~~acted~~a ~~upon~~promissory note issued by the ~~shareholders~~Company to the Sponsor in the aggregate principal amount of $470,000 (the ~~Company:~~“Sponsor Transaction”).

~~(a)~~As previously adisclosed ~~proposal~~by tothe ~~amend~~Company in its Current Reports on Form 8-K filed with the ~~Company’s amended~~SEC ~~and~~on ~~restated~~January ~~memorandum~~25, ~~and~~2023, ~~articles~~the Company held an extraordinary general meeting of ~~association~~shareholders (the “~~Charter Amendment~~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,”). ~~and~~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 ~~proposal~~amount, the “Extension ~~Amendment Proposal~~Funds”); for ~~and~~each calendar month into the Company’s trust account (the “Trust Account”).

~~(b) a~~As ~~proposal~~a toresult ~~approve~~of the ~~adjournment~~Investor ofbeing ~~the~~unable ~~Meeting~~ to adeposit ~~later~~the ~~date~~Extension orFunds ~~dates,~~into ifthe ~~necessary,~~Company’s toTrust ~~permit~~Account, ~~further~~the ~~solicitation~~Extension ~~and~~will ~~vote~~not ofbe ~~proxies~~implemented inand the ~~event~~Transfer ~~that~~Agreement ~~there~~is ~~are~~terminated. ~~insufficient~~The ~~votes~~Company ~~for,~~will orcommence ~~otherwise~~liquidation inaccording ~~connection~~to ~~with,~~its ~~the~~amended ~~approval~~and ofrestated ~~the~~memorandum and ~~Extension~~articles ~~Amendment~~of ~~Proposal~~ association (the “~~Adjournment Proposal~~Charter”).

The number of votes cast for or against, as well as the number of abstentions as to the Extension Amendment Proposal, are set forth below.

For		Against		Abstain
20,886,070		1,893,194		100

Accordingly, the Extension Amendment Proposal was approved.

As there were sufficient votes at the time of the Meeting to approve the above proposal, the Adjournment Proposal, which had been previously voted on by proxy, was not presented to stockholders at the Meeting.

Shareholders holding 15,467,687 shares of the Company’s ordinary shares exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s trust account (“Trust Account”) if the Extension is implemented. As a result, if the Extension is implemented, $156,842,346.18 million (approximately $10.14 per share) will be removed from the Trust Account to pay such holders.

Item 8.01 Other Events

~~As previously~~On ~~disclosed~~February 1, 2023, the Company ~~has~~issued ~~entered~~a ~~into~~press anrelease ~~asset~~announcing ~~purchase~~that ~~agreement~~due (to the ~~“Transfer~~Investor’s ~~Agreement”)~~inability ~~with~~to ~~Biotech~~deposit ~~Sponsor LLC~~the ~~and~~Extension ~~IREEM,~~Funds into ~~LLC,~~the ~~dated~~Trust ~~December 21~~Account, ~~2022, as previously described in~~ the ~~Company’s~~Extension ~~Current~~will ~~Report~~not onbe ~~Form~~implemented ~~8-K~~and ~~filed with~~ the ~~SEC~~Company onwill ~~December~~dissolve ~~22, 2022~~ and ~~definitive~~liquidate ~~proxy~~in ~~statement~~accordance ~~filed~~ with the ~~SEC~~provisions of onits ~~January 4, 2023. Pursuant to~~ the ~~Transfer~~Charter ~~Agreement, the~~and ~~shareholder~~will ~~approval~~redeem all of the ~~Extension~~outstanding isordinary ~~one~~shares ofthat ~~the~~were ~~conditions~~included toin the ~~closing~~units ofissued ~~the~~in ~~transactions~~its ~~contemplated~~initial ~~by the Transfer Agreement~~public offering (the “~~Transaction~~Public Shares”)., ~~The~~at ~~Company~~a per-share redemption ~~intends~~price toof ~~close~~approximately ~~the Transaction as soon as possible~~$10.15.

~~If there~~In isorder noto ~~closing~~provide for the disbursement of funds from the ~~Transaction~~Trust Account, the Company will ~~not~~instruct ~~implement~~the trustee of the ~~Extension~~Trust ~~and~~Account ~~will~~to take all necessary actions to liquidate ~~according~~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 ~~its~~the ~~amended~~holders ~~and~~of ~~restated~~the Public Shares. Record holders will receive their pro rata portion ~~memorandum~~of ~~and~~the ~~articles~~proceeds of ~~association~~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).

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.

	Biotech Acquisition Company
Date: January 25, 2023	By:	/s/ Michael Shleifer
Date: February 1, 2023	By:	/s/ Michael Shleifer
		Name:	Michael Shleifer
		Title:	Chief Executive Officer

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