EBAC / European Biotech Acquisition Corp - Class A - Depositi SEC, Relazione annuale, dichiarazione di delega

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40211 EUROPEAN BIOTECH ACQUISITION CORP. (Exact name of registrant as sp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SE

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SE CURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 001-40211 Europea

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

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): February 28, 2023 EUROPEAN BIOTECH ACQUISITION CORP.

Loan Agreement dated February 15, 2023, between European Biotech Acquisition Corp. and Oculis SA

EX-10.1 Exhibit 10.1 Loan Agreement dated 15 February 2023 between Oculis SA, Bâtiment D, EPFL Innovation Park, 1015 Lausanne (hereinafter “Oculis”) and European Biotech Acquisition Corp, Bâtiment D, EPFL Innovation Park, 1015 Lausanne (hereinafter “EBAC”) PREAMBLE On October 17, 2022, EBAC entered into a Business Combination Agreement with Oculis. For the closing of that combination it is advisab

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): February 15, 2023 EUROPEAN BIOTECH

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): February 15, 2023 EUROPEAN BIOTECH ACQUISITION CORP.

KYG3167F1028 / EUROPEAN BIOTECH ACQUISITION CL A / GLAZER CAPITAL, LLC Passive Investment

SC 13G 1 ebac20221231.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 European Biotech Acquisition Corporation (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G3167F102 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☒ Definitive Additional Materials ☐ Soliciting Material Pursuant to § 240.

Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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 26, 2023 EUROPEAN BIOTECH ACQUISITION CORP.

Promissory Note dated February 13, 2023, issued by European Biotech Acquisition Corp. to MRMJ Holding B.V.

Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

KYG3167F1028 / EUROPEAN BIOTECH ACQUISITION CL A / PERISCOPE CAPITAL INC. - SC 13G Passive Investment

SC 13G 1 d462784dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* European Biotech Acquisition Corp (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G3167F102 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of thi

KYG3167F1028 / EUROPEAN BIOTECH ACQUISITION CL A / INTEGRATED CORE STRATEGIES (US) LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 2) EUROPEAN BIOTECH ACQUISITION CORP. (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G3167F102 (CUSIP Number) DECEMBER 31, 2022 (Date of event which requires filing of this statement) Check the appropriat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi

Form of Subsequent PIPE Subscription Agreement by and among EBAC and certain investors party thereto.

Exhibit 10.1 EXECUTION VERSION SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 26th day of January 2023, by and between European Biotech Acquisition Corp., a Cayman Islands exempted company (the “Issuer”), and the undersigned (“Subscriber” or “you”). Defined terms used but not otherwise defined herein shall have the respective meanings ascrib

Additional Convertible Loan Agreement, dated January 26, 2023 by and among Oculis SA and certain shareholders party thereto.

Convertible Loan Agreement regarding Oculis SA, 26 January 2023 1/ 16 Exhibit 10.2 CONVERTIBLE LOAN AGREEMENT made as of 26 January 2023 by and among Earlybird Health II Fund GmbH & Co. KG (represented by its general partner Earlybird Health VC Verwaltung GmbH itself represented by Mr. Thom Rasche, Manading Director) Harry Blum-Platz 2 50678 Cologne Germany (the "Lender" or “Earlybird”) and Oculis

Form of Subsequent PIPE Subscription Agreement by and among EBAC and certain investors party thereto.

Exhibit 10.1 EXECUTION VERSION SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 26th day of January 2023, by and between European Biotech Acquisition Corp., a Cayman Islands exempted company (the “Issuer”), and the undersigned (“Subscriber” or “you”). Defined terms used but not otherwise defined herein shall have the respective meanings ascrib

Additional Convertible Loan Agreement dated January 26, 2023 by and among Oculis and certain shareholders party thereto (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-40211), filed with the SEC on January 30, 2023.

Convertible Loan Agreement regarding Oculis SA, 26 January 2023 1/ 16 Exhibit 10.2 CONVERTIBLE LOAN AGREEMENT made as of 26 January 2023 by and among Earlybird Health II Fund GmbH & Co. KG (represented by its general partner Earlybird Health VC Verwaltung GmbH itself represented by Mr. Thom Rasche, Manading Director) Harry Blum-Platz 2 50678 Cologne Germany (the "Lender" or “Earlybird”) and Oculis

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 26, 2023 EUROPEAN BIOTECH ACQUISITION CORP.

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 26, 2023 EUROPEAN BIOTECH A

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 26, 2023 EUROPEAN BIOTECH ACQUISITION CORP.

Disclaimer (1 of 2) This investor presentation (this “Presentation”) is for informational purposes only to assist interested parties in making their own evaluation with respect to the proposed business combination (the “Business Combination”) between

Exhibit 99.1 Rethinking Ophthalmology Disclaimer (1 of 2) This investor presentation (this “Presentation”) is for informational purposes only to assist interested parties in making their own evaluation with respect to the proposed business combination (the “Business Combination”) between European Biotech Acquisition Corp. (“SPAC”) and Oculis SA (together with its subsidiaries, the “Company”). The

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): December 14, 2022 EUROPEAN BIOTECH

425 1 d428680d425.htm 425 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): December 14, 2022 EUROPEAN BIOTECH ACQUISITION CORP. (Exact name of registrant as specified in its charter) Commission File Number: 001-40211 Cayman Islands N/

Regulation FD Disclosure, Financial Statements and Exhibits

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): December 14, 2022 EUROPEAN BIOTECH ACQUISITION CORP.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION R

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

Business Combination Agreement, dated as of October 17, 2022, by and among EBAC and Oculis (included as Annex A to the proxy statement/prospectus).

Table of Contents As filed with the Securities and Exchange Commission on November 7, 2022.

License Agreement by and among Accure Therapeutics SL and Oculis, dated January 29, 2022.

[***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) CUSTOMARILY AND ACTUALLY TREATED BY THE REGISTRANT AS PRIVATE OR CONFIDENTIAL.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form F-4 (Form Type) Oculis Holding AG (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to Be Paid Equity Ordinary Shares(2) 457(f)(1) 44,596,718 $9.

Form of Amended and Restated Registration Rights and Lock-Up Agreement, dated as of October 17, 2022, by and among New Parent and the other signatories to be a party thereto (incorporated by reference to Exhibit 10.6 to EBAC’s Current Report on Form 8-K filed with the SEC on October 17, 2022).

EX-10.6 8 dp182518ex1006.htm EXHIBIT 10.6 Exhibit 10.6 AMENDED AND RESTATED REGISTRATION RIGHTS AND LOCK-UP AGREEMENT by and among OCULIS HOLDING AG and THE SHAREHOLDERS THAT ARE SIGNATORIES HERETO Dated as of [·], 2022 Table of Contents Page Section 1. Certain Definitions 2 Section 2. Registration Rights. 6 2.1. Demand Registrations. 6 2.2. Piggyback Registrations. 11 2.3. Allocation of Securitie

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): October 17, 2022 EUROPEAN BIOTECH ACQUISITION CORP.

Sponsor Support Agreement, dated as of October 17, 2022, by and among the Sponsor, EBAC and Oculis (incorporated by reference to Exhibit 10.5 to EBAC’s Current Report on Form 8-K filed with the SEC on October 17, 2022).

Exhibit 10.5 October 17, 2022 European Biotech Acquisition Corp. Johannes Vermeerplein 9 Amsterdam, P7 1071 DV Oculis SA EPFL Innovation Park Building D 1015 Lausanne Switzerland Ladies and Gentlemen: Re: Sponsor Support Agreement (?Sponsor Letter Agreement?) Reference is made to that certain Business Combination Agreement, dated as of October 17, 2022 (as amended, the ?Business Combination Agreem

Rethinking Ophthalmology Oculis Company Overview October 2022

Exhibit 99.2 Rethinking Ophthalmology Oculis Company Overview October 2022 2 2 Strictly private and confidential Commercially confidential information This investor presentation (this ? Presentation ? ) is for informational purposes only to assist interested parties in making their own evaluation with respect to the proposed bu siness combination (the ? Business Combination ? ) between European Bi

Oculis SA and European Biotech Acquisition Corp announce business combination agreement to create Nasdaq-listed biopharmaceutical company driving breakthrough innovations in ophthalmology

Exhibit 99.1 Oculis SA and European Biotech Acquisition Corp announce business combination agreement to create Nasdaq-listed biopharmaceutical company driving breakthrough innovations in ophthalmology ? Oculis is focused on becoming a leading global ophthalmic biopharmaceutical company with product candidates to address areas of significant medical needs, including diabetic macular edema (DME), dr

Business Combination Agreement, dated as of October 17, 2022, by and among EBAC and Oculis

Exhibit 2.1 Execution Version BUSINESS COMBINATION AGREEMENT by and among EUROPEAN BIOTECH ACQUISITION CORP. and OCULIS SA dated as of October 17, 2022 TABLE OF CONTENTS Page Article 1 Certain Definitions Section 1.01. Definitions 5 Section 1.02. Construction 25 Section 1.03. Knowledge 26 Article 2 the Mergers; Share Contribution; Closing Section 2.01. The Mergers; Exchange Agent Contribution; Con

Form of Shareholder Non-Redemption Agreement, by and among Sponsor and certain investors party thereto (incorporated by reference to Exhibit 10.3 to EBAC’s Current Report on Form 8-K filed with the SEC on October 17, 2022).

EX-10.3 5 dp182518ex1003.htm EXHIBIT 10.3 Exhibit 10.3 SHAREHOLDER NON-REDEMPTION AGREEMENT THIS SHAREHOLDER NON-REDEMPTION AGREEMENT (this “Agreement”) is made and entered into as of October 17, 2022 by and among European Biotech Acquisition Corp., a Cayman Islands exempted company (“EBAC”), LSP Sponsor EBAC B.V., a Dutch limited liability company (the “Sponsor”) and [], a holder of certain EBAC

Form of Convertible Loan Agreement by and among Oculis SA and certain shareholders party thereto (incorporated by reference to Exhibit 10.2 to EBAC’s Current Report on Form 8-K filed with the SEC on October 17, 2022).

Exhibit 10.2 CONVERTIBLE LOAN AGREEMENT made as of 17 October 2022 by and among Earlybird Growth GmbH (represented by Dr. Hendrik Brandis as General Partner of Earlybird Growth Opportunities Fund V GmbH & Co. KG) Harry Blum-Platz 2 50678 Cologne Germany ("Earlybird") Pivotal bioVenture Partners Fund I L.P. c/o Pivotal bioVenture Partners 501 Second Street, Suite 200 San Francisco, CA, 94107 USA ("

Oculis Shareholder Support Agreement, dated as of October 17, 2022, by and among Oculis, EBAC the other parties thereto (incorporated by reference to Exhibit 10.4 to EBAC’s Current Report on Form 8-K filed with the SEC on October 17, 2022).

Exhibit 10.4 OCULIS Shareholder Support AGREEMENT made as of 17 October 2022 by and among Oculis SA EPFL Innovation Park Building D 1015 Lausanne Switzerland ("Oculis") and European Biotech Acquisition Corp. EPFL Innovation Park Building D 1015 Lausanne Switzerland ("EBAC") and Oculis Holding AG under formation Bahnhofstrasse 7 6300 Zug, Switzerland (the "New Parent") and the shareholders of Oculi

Form of PIPE Subscription Agreement by and among EBAC and certain investors party thereto (incorporated by reference to Exhibit 10.1 to EBAC’s Current Report on Form 8-K filed with the SEC on October 17, 2022).

EX-10.1 3 dp182518ex1001.htm EXHIBIT 10.1 Exhibit 10.1 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 17th day of October 2022, by and between European Biotech Acquisition Corp., a Cayman Islands exempted company (the “Issuer”), and the undersigned (“Subscriber” or “you”). Defined terms used but not otherwise defined herein shall have the re

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPOR

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0

Description of Securities.*

EXHIBIT 4.5 DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED The following description sets forth certain material terms and provisions of the securities of European Biotech Acquisition Corp. (“we,” “us” or “our”) that are registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The following

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SE

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 001-40211 European

EBAC / European Biotech Acquisition Corp. Class A / CITADEL ADVISORS LLC - EUROPEAN BIOTECH ACQUISITION CORP. Passive Investment

SC 13G/A 1 tm223994d23sc13ga.htm EUROPEAN BIOTECH ACQUISITION CORP. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 1)* European Biotech Acquisition Corp. (Name of Issuer) Class A Ordinary Sh

EBAC / European Biotech Acquisition Corp. Class A / LSP Sponsor EBAC B.V. - FORM SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No.)* Under the Securities Exchange Act of 1934 European Biotech Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G3167F 110 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriat

EBAC / European Biotech Acquisition Corp. Class A / INTEGRATED CORE STRATEGIES (US) LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 1) EUROPEAN BIOTECH ACQUISITION CORP. (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G3167F102 (CUSIP Number) DECEMBER 31, 2021 (Date of event which requires filing of this statement) Check the appropriat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSITION R

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

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): November 22, 2021 European Biotech Acquisition Corp.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ? Form 10-K ? Form 20-F ? Form 11-K x Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: September 30, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q ? Transition Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ☐ TRANSITION REPORT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ? Form 10-K ? Form 20-F ? Form 11-K x Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: June 30, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q ? Transition Report on Fo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0

European Biotech Acquisition Corp. Receives Expected Notification from Nasdaq Related to Delayed Quarterly Report

Exhibit 99.1 FOR IMMEDIATE RELEASE European Biotech Acquisition Corp. Receives Expected Notification from Nasdaq Related to Delayed Quarterly Report New York ? June 4, 2021 ? European Biotech Acquisition Corp. (the ?Company?) today announced it received a notice on May 28, 2021 from the Nasdaq Stock Market LLC (?Nasdaq?) indicating that as a result of the Company?s failure to timely file its Quart

Financial Statements and Exhibits, Other Events, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

8-K 1 dp1522658k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 4, 2021 (May 28, 2021) European Biotech Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40211 N/

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: March 31, 2021 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q ¨ Transition Report on F

EUROPEAN BIOTECH ACQUISITION CORP. BALANCE SHEET

Exhibit 99.1 EUROPEAN BIOTECH ACQUISITION CORP. BALANCE SHEET March 18, 2021 Pro Forma Adjustments As Adjusted (Revised) (Unaudited) (Unaudited) Assets Current assets: Cash $ 1,958,425 $ - $ 1,958,425 Prepaid expenses 26,800 - 26,800 Total current assets 1,985,225 - 1,985,225 Cash held in Trust Account 120,368,893 7,547,840(a) 127,765,776 (150,957)(c) Total Assets $ 122,354,118 $ 7,396,883 $ 129,7

Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2021 (May 3, 2021) European Biotech Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40211 N/A (State or other jurisdiction o

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2021 European Biotech Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-40211 N/A (State or other jurisdiction of incorporatio

European Biotech Acquisition Corp. Announces the Separate Trading of its Class A Ordinary Shares and Warrants Commencing May 6, 2021

Exhibit 99.1 European Biotech Acquisition Corp. Announces the Separate Trading of its Class A Ordinary Shares and Warrants Commencing May 6, 2021 New York – May 4, 2021 – European Biotech Acquisition Corp. (the “Company”) announced today that, commencing May 6, 2021, holders of the units sold in the Company’s initial public offering of 12,000,000 units, completed on March 18, 2021, and the subsequ

March 23, 2021

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G*/ (Rule 13d-102) European Biotech Acquisition Corp. (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G3167F110** (CUSIP Number) March 23, 2021 Date of Event Which Requires Filing of the Statement Check the appropriate box to designate the rule pursuant to which t

JOINT FILING AGREEMENT

EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the Class A ordinary shares of European Biotech Acquisition Corp., a Cayman Islands exempted company, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(c) under the Securities Exchange Act of 1934, as am

EUROPEAN BIOTECH ACQUISITION CORP.

Exhibit 99.1 EUROPEAN BIOTECH ACQUISITION CORP. Report of Independent Registered Public Accounting Firm F-2 Balance Sheet F-3 Notes to Financial Statement F-4 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of European Biotech Acquisition Corp. Opinion on the Financial Statement We have audited the accompanying balance sheet of European Biotech Ac

Financial Statements and Exhibits, Other Events

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): March 24, 2021 (March 18, 2021) EUROPEAN BIOTECH ACQUISITION CORP.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 EUROPEAN BIOTECH ACQUISITION CORP. (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 EUROPEAN BIOTECH ACQUISITION CORP. (Name of Issuer) CLASS A ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) G3167F110** (CUSIP Number) MARCH 16, 2021 (Date of event which requires filing of this statement) Check the appropriate box to designate

Indemnity Agreement, dated March 15, 2021, between the Company and Eduardo Bravo Fernandez de Araoz.

EX-10.6 10 dp148015ex1006.htm EXHIBIT 10.6 Exhibit 10.6 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of March 15, 2021, by and between European Biotech Acquisition Corp., a Cayman Islands exempted company (the “Company”) and (“Indemnitee”). WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in oth

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events

8-K 1 dp1480158k.htm FORM 8-K 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): March 18, 2021 (March 15, 2021) EUROPEAN BIOTECH ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-40211 N/A (Sta

Indemnity Agreement, dated March 15, 2021, between the Company and Martijn Kleijwegt.

Exhibit 10.9 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of March 15, 2021, by and between European Biotech Acquisition Corp., a Cayman Islands exempted company (the ?Company?) and (?Indemnitee?). WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with

Amended and Restated Memorandum and Articles of Association of EBAC (incorporated by reference to the corresponding exhibit to EBAC’s Current Report on Form 8-K filed with the SEC on March 18, 2021).

EX-3.1 3 dp148015ex0301.htm EXHIBIT 3.1 Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF European Biotech Acquisition Corp. (adopted by special resolution dated [*] 2021 and effective on [*] 2021) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATE

Indemnity Agreement, dated March 18, 2021, between the Company and Mohammad Sohail Fazeli.

EX-10.12 16 dp148015ex1012.htm EXHIBIT 10.12 Exhibit 10.12 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of March 18, 2021, by and between European Biotech Acquisition Corp., a Cayman Islands exempted company (the “Company”) and (“Indemnitee”). WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in

Indemnity Agreement, dated March 15, 2021, between the Company and Koen Sintnicolaas.

EX-10.10 14 dp148015ex1010.htm EXHIBIT 10.10 Exhibit 10.10 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of March 15, 2021, by and between European Biotech Acquisition Corp., a Cayman Islands exempted company (the “Company”) and (“Indemnitee”). WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in

Warrant Agreement, dated March 15, 2021, between EBAC and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 to EBAC’s Current Report on Form 8-K filed with the SEC on March 18, 2021).

Exhibit 4.1 WARRANT AGREEMENT EUROPEAN BIOTECH ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated March 15, 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated March 15, 2021, is by and between European Biotech Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such

Underwriting Agreement, dated March 15, 2021, between the Company and Credit Suisse Securities (USA) LLC, as representative of the several underwriters.

EX-1.1 2 dp148015ex0101.htm EXHIBIT 1.1 Exhibit 1.1 10,000,000 Units European Biotech Acquisition Corp. UNDERWRITING AGREEMENT March 15, 2021 CREDIT SUISSE SECURITIES (USA) LLC Eleven Madison Avenue, New York, N.Y. 10010-3629 KEMPEN & CO U.S.A., INC. 880 Third Avenue, 17th floor New York, N.Y. 10022 As Representatives of the Underwriters listed in Schedule I to the Agreement Dear Ladies and Gentle

Indemnity Agreement, dated March 15, 2021, between the Company and Mark Wegter.

Exhibit 10.8 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of March 15, 2021, by and between European Biotech Acquisition Corp., a Cayman Islands exempted company (the “Company”) and (“Indemnitee”). WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with

Administrative Services Agreement, dated March 15, 2021, between EBAC and the Sponsor (incorporated by reference to Exhibit 10.4 to EBAC’s Current Report on Form 8-K filed with the SEC on March 18, 2021).

Exhibit 10.4 European Biotech Acquisition Corp. Johannes Vermeerplein 9 1071 DV Amsterdam, Netherlands March 15, 2021 LSP Sponsor EBAC B.V. Johannes Vermeerplein 9 1071 DV Amsterdam, Netherlands Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the ?Effective Date?) of the registration statement (the ?Registration Statement?) for the initial publi

A Letter Agreement, dated March 18, 2021, among the Company, Mohammad Sohail Fazeli and LSP Sponsor EBAC B.V.

Exhibit 10.13 March 18, 2021 European Biotech Acquisition Corp. Johannes Vermeerplein 9 1071 DV Amsterdam, Netherlands Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, New York 10010-3629 Kempen & Co U.S.A., Inc. 880 Third Avenue, 17th floor New York NY 10022 United States of America Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being

A Letter Agreement, dated March 15, 2021, among EBAC and its officers, certain of its directors and the Sponsor (incorporated by reference to Exhibit 10.1 to EBAC’s Current Report on Form 8-K filed with the SEC on March 18, 2021).

Exhibit 10.1 March 15, 2021 European Biotech Acquisition Corp. Johannes Vermeerplein 9 1071 DV Amsterdam, Netherlands Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, New York 10010-3629 Kempen & Co U.S.A., Inc. 880 Third Avenue, 17th floor New York NY 10022 United States of America Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being d

Private Placement Warrants Purchase Agreement, dated March 15, 2021, between the Company and the Sponsor.

EX-10.5 9 dp148015ex1005.htm EXHIBIT 10.5 Exhibit 10.5 PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of March 15, 2021, is entered into by and between European Biotech Acquisition Corp., a Cayman Islands exempted company (the “Company”), and

European Biotech Acquisition Corp. Announces Pricing of Upsized $120 Million Initial Public Offering

EX-99.1 18 dp148015ex9901.htm EXHIBIT 99.1 Exhibit 99.1 European Biotech Acquisition Corp. Announces Pricing of Upsized $120 Million Initial Public Offering New York – March 15, 2021 – European Biotech Acquisition Corp. (the “Company”) announced today that it priced its initial public offering of 12,000,000 units at $10.00 per unit. The units are expected to be listed on The Nasdaq Capital Market

Indemnity Agreement, dated March 15, 2021, between the Company and Gerrit Volkert Henri Doeksen.

EX-10.7 11 dp148015ex1007.htm EXHIBIT 10.7 Exhibit 10.7 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of March 15, 2021, by and between European Biotech Acquisition Corp., a Cayman Islands exempted company (the “Company”) and (“Indemnitee”). WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in oth

Registration Rights and Shareholder Agreement, dated March 15, 2021, between EBAC and certain security holders (incorporated by reference to Exhibit 10.3 to EBAC’s Current Report on Form 8-K filed with the SEC on March 18, 2021).

EX-10.3 7 dp148015ex1003.htm EXHIBIT 10.3 Exhibit 10.3 REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of March 15, 2021, is made and entered into by and among European Biotech Acquisition Corp., a Cayman Islands exempted company (the “Company”), LSP Sponsor EBAC B.V., a Dutch limited liability company (the “Sponsor”), a

Investment Management Trust Agreement, dated March 15, 2021, between EBAC and Continental Stock Transfer & Trust Company, as trustee (incorporated by reference to Exhibit 10.2 to EBAC’s Current Report on Form 8-K filed with the SEC on March 18, 2021).

Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of March 15, 2021 by and between European Biotech Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1,

Indemnity Agreement, dated March 15, 2021, between the Company and Onno van de Stolpe.

EX-10.11 15 dp148015ex1011.htm EXHIBIT 10.11 Exhibit 10.11 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of March 15, 2021, by and between European Biotech Acquisition Corp., a Cayman Islands exempted company (the “Company”) and (“Indemnitee”). WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in

Prospectus - FORM 424B4

Filed Pursuant to Rule 424(b)(4) Registration Statement No. 333-253220 PROSPECTUS European Biotech Acquisition Corp. $120,000,000 12,000,000 Units European Biotech Acquisition Corp. is a newly incorporated blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business

- FORM S-1MEF

S-1MEF 1 dp147889s1mef.htm FORM S-1MEF As filed with the Securities and Exchange Commission on March 15, 2021 No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 EUROPEAN BIOTECH ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation or orga

- FORM S-1/A

As filed with the U.S. Securities and Exchange Commission on March 15, 2021. No. 333- 253220 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 4 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 European Biotech Acquisition Corp. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 6770 N/A (State or Other Jurisdiction of Incor

European Biotech Acquisition Corp. Johannes Vermeerplien 9 1071 DV Amsterdam, Netherlands

European Biotech Acquisition Corp. Johannes Vermeerplien 9 1071 DV Amsterdam, Netherlands March 12, 2021 Division of Corporation Finance Office of Real Estate & Construction U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-3233 Attn: Mr. Alan Campbell Ms. Suzanne Hayes Re: European Biotech Acquisition Corp. Registration Statement on Form S-1 Registration No. 333-25

- FORM 8-A12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 EUROPEAN BIOTECH ACQUISITION CORP. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands N/A (State of Incorporation or Organization) (I.R.S. Employer Identification No.) Johannes V

[Signature page follows]

March 12, 2021 VIA EDGAR Mr. Alan Campbell Ms. Suzanne Haye Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attn: Mr. Alan Campbell Ms. Suzanne Hayes Division of Corporation Finance Re: European Biotech Acquisition Corp. Registration Statement on Form S-1 Filed March 8, 2021, as amended File No. 333-253220 Dear Mr. Campbell and Ms. Ha

- FORM S-1/A

As filed with the U.S. Securities and Exchange Commission on March 11, 2021. No. 333- 253220 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No.3 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 European Biotech Acquisition Corp. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 6770 N/A (State or Other Jurisdiction of Incorp

Derek Dostal

New York Northern California Washington DC São Paulo London Paris Madrid Tokyo Beijing Hong Kong Derek Dostal Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 212 450 4322 tel 212 701 5322 fax derek.

- FORM S-1/A

As filed with the U.S. Securities and Exchange Commission on March 8, 2021. No. 333- 253220 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 European Biotech Acquisition Corp. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 6770 N/A (State or Other Jurisdiction of Incorp

Consent of Volkert Doeksen.

Exhibit 99.1 Consent to be Named as a Director Nominee In connection with the filing by European Biotech Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Eur

Consent of Onno van de Stolpe.

Exhibit 99.2 Consent to be Named as a Director Nominee In connection with the filing by European Biotech Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Eur

Form of Private Placement Units Purchase Agreement between the Registrant and the Sponsor.

Exhibit 10.3 PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this ?Agreement?), dated as of [?], 2021, is entered into by and between European Biotech Acquisition Corp., a Cayman Islands exempted company (the ?Company?), and LSP Sponsor EBAC B.V., a Dutch limited liabili

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.

EX-4.4 8 dp147296ex0404.htm EXHIBIT 4.4 Exhibit 4.4 WARRANT AGREEMENT EUROPEAN BIOTECH ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [●], 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated [●], 2021, is by and between European Biotech Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporat

Specimen Unit Certificate (incorporated by reference to the corresponding exhibit to EBAC’s Registration Statement on Form S-1/A (No. 333-253220) filed with the SEC on March 4, 2021).

Exhibit 4.1 SPECIMEN UNIT CERTIFICATE NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS European Biotech Acquisition Corp. CUSIP [?] UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-THIRD OF ONE REDEEMABLE WARRANT TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units. Each Unit (?Unit?) consists of one (1) Class A ordinary share, par value $0.0001 per share (?Ord

Form of Underwriting Agreement.

Exhibit 1.1 10,000,000 Units European Biotech Acquisition Corp. UNDERWRITING AGREEMENT [●], 2021 CREDIT SUISSE SECURITIES (USA) LLC Eleven Madison Avenue, New York, N.Y. 10010-3629 KEMPEN & CO U.S.A., INC. 880 Third Avenue, 17th floor New York, N.Y. 10022 As Representatives of the Underwriters listed in Schedule I to the Agreement Dear Ladies and Gentlemen: 1. European Biotech Acquisition Corp., a

Securities Subscription Agreement, dated January 18, 2021, between the Registrant and the Sponsor.

Exhibit 10.7 EUROPEAN BIOTECH ACQUISITION CORP. Johannes Vermeerplein 9 1071 DV Amsterdam January 18, 2021 LSP Sponsor EBAC B.V. Johannes Vermeerplein 9 1071 DV Amsterdam RE: Securities Subscription Agreement Ladies and Gentlemen: We are pleased to accept the offer LSP Sponsor EBAC B.V. (the “Subscriber” or “you”) has made to subscribe for and purchase 2,875,000 Class B ordinary shares (the “Share

- FORM S-1/A

S-1/A 1 dp147296s1a.htm FORM S-1/A As filed with the U.S. Securities and Exchange Commission on March 4 , 2021. No. 333-253220 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 European Biotech Acquisition Corp. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 6770 N/A (St

Form of Amended and Restated Memorandum and Articles of Association.

Exhibit 3.2 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF European Biotech Acquisition Corp. (adopted by special resolution dated [*] 2021 and effective on [*] 2021) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF European

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.

Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021 by and between European Biotech Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, File

Form of Administrative Services Agreement between the Registrant and the Sponsor.

Exhibit 10.5 European Biotech Acquisition Corp. Johannes Vermeerplein 9 1071 DV Amsterdam, Netherlands [●], 2021 LSP Sponsor EBAC B.V. Johannes Vermeerplein 9 1071 DV Amsterdam, Netherlands Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public off

Promissory Note, dated as of January 18, 2021, between the Registrant and the Sponsor.

Exhibit 10.6 THIS PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

Form of Registration and Shareholder Rights Agreement among the Registrant, the Sponsor and the Holders signatory thereto.

EX-10.2 12 dp147296ex1002.htm EXHIBIT 10.2 Exhibit 10.2 REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among European Biotech Acquisition Corp., a Cayman Islands exempted company (the “Company”), LSP Sponsor EBAC B.V., a Dutch limited liability company (the “Sponsor”), and t

Specimen Class A Ordinary Share Certificate (incorporated by reference to the corresponding exhibit to EBAC’s Registration Statement on Form S-1/A (No. 333-253220) filed with the SEC on March 4, 2021).

EX-4.2 6 dp147296ex0402.htm EXHIBIT 4.2 Exhibit 4.2 SPECIMEN CLASS A ORDINARY SHARE CERTIFICATE NUMBER SHARES EUROPEAN BIOTECH ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS CLASS A ORDINARY SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [ ] This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES OF THE PAR VALUE OF US$0.0001 EACH OF EUROPEA

Form of EBAC Indemnity Agreement (incorporated by reference to Exhibit 10.4 to EBAC’s Registration Statement on Form S-1/A filed with the SEC on March 4, 2021).

Exhibit 10.4 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of [?], 2021, by and between European Biotech Acquisition Corp., a Cayman Islands exempted company (the ?Company?) and (?Indemnitee?). WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with adeq

Specimen Warrant Certificate (incorporated by reference to the corresponding exhibit to EBAC’s Registration Statement on Form S-1/A (No. 333-253220) filed with the SEC on March 4, 2021.

EX-4.3 7 dp147296ex0403.htm EXHIBIT 4.3 Exhibit 4.3 [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW European Biotech Acquisition Corp. Incorporated Under the Laws of the Cayman Islands CUSIP [●] Warrant Certificate This Warrant Certificate certifies that [ ], or registered assign

Form of Letter Agreement between the Registrant, the Sponsor and each director and executive officer of the Registrant.

Exhibit 10.8 [●], 2021 European Biotech Acquisition Corp. Johannes Vermeerplein 9 1071 DV Amsterdam, Netherlands Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, New York 10010-3629 Kempen & Co. U.S.A., Inc. 880 Third Avenue, 17th floor New York NY 10022 United States of America Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being deliv

Memorandum and Articles of Association.

Exhibit 3.1 THE COMPANIES ACT (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF EUROPEAN BIOTECH ACQUISITION CORP. THE COMPANIES ACT (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF EUROPEAN BIOTECH ACQUISITION CORP. 1 The name of the Company is European Biotech Acquisition Corp. 2 The Registered Of

Power of Attorney (included on signature page to initial filing of this Registration Statement).*

As filed with the U.S. Securities and Exchange Commission on February 17, 2021. No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 European Biotech Acquisition Corp. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 6770 N/A (State or Other Jurisdiction of Incorporation or Organizatio

-

DRS 1 filename1.htm This is a confidential draft submission to the U.S. Securities and Exchange Commission on February 5, 2021 and is not being filed under the Securities Act of 1933, as amended. No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 European Biotech Acquisition Corp. (Exact Name of Registra