Blade Therapeutics’ Merger With Biotech Acquisition Company

Latham& Watkins advised Blade, Ellenoff Grossman & Schole advised BAC, and Simpson Thacher & Bartlett advised Barclays and Cantor in their role as placement agents for institutional investors for the PIPE.

Biotech Acquisition Company (Nasdaq: BIOT) (“BAC”), a publicly traded special purpose acquisition company affiliated with SPRIM Global Investments, and Blade Therapeutics, Inc. (“Blade”), a biopharmaceutical company based in South San Francisco, Calif., have entered into a definitive merger agreement. Upon the closing of the transaction, which is anticipated to occur in the first quarter of 2022, the combined company will be renamed Blade Biotherapeutics, Inc., and is expected to be listed on Nasdaq under the symbol “BBTX.” 

The transaction is expected to provide a pro forma cash balance of approximately $254.3 million to the combined company, before deducting estimated transaction expenses of $25.0 million and including an approximately $24.3 million private investment in public equity (PIPE) priced at $10.00 per share and $230.0 million of net cash held in BAC’s trust, assuming no redemptions by BAC’s existing shareholders. PIPE financing is anchored by leading institutional investors, including Deerfield Management, Pfizer Ventures, Bristol Myers Squibb, MPM Capital and Osage University Partners. As part of the transaction, the outstanding equity of Blade will be converted into equity of the combined company.

The net proceeds from the transaction are expected to be used to support clinical, manufacturing and preclinical activities for the combined company’s lead product candidates, development of additional pipeline programs, and for working capital and general corporate purposes.

Biotech Acquisition Company raised $230 million in its initial public offering in January 2021. The Class A ordinary shares and warrants of BAC trade on the Nasdaq Capital Market under the symbols “BIOT” and “BIOTW,” respectively. BAC is a blank check company, incorporated as a Cayman Islands exempted company, formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses.

Blade Therapeutics, Inc. is a biopharmaceutical company focused on developing cutting-edge treatments for debilitating, incurable fibrotic and neurodegenerative diseases that impact millions of people worldwide. The company has deep expertise in novel biological pathways – including autotaxin / LPA and calpain biology – that are foundational to cell- and tissue-damage responses resulting from protein deposition or aggregation associated with fibrotic and neurodegenerative diseases. Blade expects to advance a differentiated pipeline of oral, small-molecule therapies that include a non-competitive autotaxin inhibitor and inhibitors of dimeric calpains designed for potential treatment of lung, liver and cardiac fibrosis or neurodegenerative diseases. The company’s focused approach offers the potential to produce disease-modifying, life-saving therapies.

The Simpson Thacher team included Risë Norman (Picture) and Arielle L. Katzman (Capital Markets); and Vanessa Burrows (Healthcare).

Involved fees earner: Vanessa Burrows – Simpson Thacher & Bartlett; Arielle Katzman – Simpson Thacher & Bartlett; Risë Norman – Simpson Thacher & Bartlett;

Law Firms: Simpson Thacher & Bartlett;

Clients: Barclays Capital ; Cantor Fitzgerald;