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European Biotech Acquisition Corp. - EBAC

  • Commons

    $9.73

    +0.21%

    EBAC Vol: 0.0

  • Warrants

    $0.66

    -2.94%

    EBACW Vol: 200.0

  • Units

    $9.89

    -0.10%

    EBACU Vol: 0.0

Average: 0
Rating Count: 0
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SPAC Stats

Market Cap: 128.5M
Average Volume: 20.8K
52W Range: $9.59 - $10.48
Weekly %: +0.21%
Monthly %: +0.00%
Inst Owners: 32

Info

Target: Searching
Days Since IPO: 264
Unit composition:
Each unit has an offering price of $10.00 and consists of one Class A ordinary share and one-third of one redeemable warrant
Trust Size: 10000000.0M

Management

Our officers and directors are as follows: Name Age Position Eduardo Bravo Fernandez de Araoz 55 Chief Executive Officer Koen Sintnicolaas 32 Chief Financial Officer Martijn Kleijwegt 66 Director Mark Wegter 51 Director Eduardo Bravo Fernandez de Araoz Eduardo has served as our Chief Executive Officer since our inception. From July 2020 to December 2020, Mr. Bravo was Interim Chief Executive Officer of OncoDNA, a cancer theranostic company. From July 2018 to February 2020, Mr. Bravo served Chief Executive Officer of Nordic Nanovector, a radiopharmaceutical company. Prior to joining Nordic Nanovector, Mr. Bravo was CEO of TiGenix, a cell therapy company from 2011 until June 2018. Mr. Bravo has a MSc in Business Administration from CUNEF (Madrid, Spain) (1988) and a MBA from INSEAD (1991). We believe that Mr. Bravo’s experience as an executive at leading biotechnology businesses make him well qualified to serve on our management team. 111 Table of Contents Koen Sintnicolaas Koen Sintnicolaas has served as our Chief Financial Officer since our inception. From July 2016 to December 2020, Mr. Sintnicolaas was Business Controller of LSP, an affiliate of our sponsor and one of Europe’s largest and most experienced healthcare investment firms. From June 2013 to June 2016, Mr. Sintnicolaas served as Business Controller of Fetim Group, an international trading company. Mr. Sintnicolaas has a MSc in Financial Economics from the Erasmus University in Rotterdam and a post-graduate Business Analytics & Data Science degree from the Vrije Universiteit in Amsterdam. We believe that Mr. Sintnicolaas’ experience as a business controller at leading investment and international trading firms make him well qualified to serve on our management team. Martijn Kleijwegt Martijn Kleijwegt has been a member and the Chairman of our board of directors since our inception. Mr. Keijwegt founded LSP in 1998 and is currently a managing partner and co-owner of LSP. Mr. Kleijwegt brings over 30 years of hands-on finance and investment experience to EBAC. Mr. Kleijwegt currently serves on the boards of Vico Therapeutics, A-M Pharma, Arvelle Therapeutics, Eloxx Pharmaceuticals, Orphazyme, Oxthera, Pharvaris and Kiadis Pharma. Mr. Kleijwegt has a master’s degree in Economics from Amsterdam University, the Netherlads (1983). We believe that Mr. Kleijwegt’s experience in healthcare investments make him well qualified to serve as a director. Mark Wegter Mark Wegter has been a member of our board of directors since our inception. Mark joined LSP in 1998 and is a managing partner and co-owner of the firm. For the first ten years at LSP, Mark was actively involved in raising and managing LSP’s private equity funds, taking co-responsibility for the entire investment process, from deal sourcing to actively supporting the growth and exit of a number of LSP’s portfolio companies, as non-executive director and LSP investor representative. This included both private and public companies in countries such as the Netherlands, Belgium, Germany, the UK and Switzerland. As of early 2008, Mark started LSP’s public equity investment franchise, building it to become a second business line next to LSP’s existing private equity franchise. Since, Mark and his team have generated returns in excess of +1100% over the period 2008 – 2020, or +22% per annum. Such by investing in a highly concentrated portfolio of small- and mid-cap listed biotech companies active across therapeutic areas and at varying stage of development. Prior to joining LSP, Mark worked as a Senior Analyst at ING Corporate and Investment Banking. Mark brings 25 years of hands-on finance and investment experience to EBAC. Mark currently serves on the board of Kiadis Pharma, a Dutch biotech company listed on Euronext and active in the immune-oncology space (treatments for blood and solid cancers). Mark has a master’s degree in Business Economics from the Erasmus University of Rotterdam, Netherlands (1995). We believe Mr. Wegter’s experience in healthcare investments make him well qualified to serve as a director. Number and Terms of Office of Officers and Directors Our board of directors is divided into three classes, with only one class of directors being appointed in each year, and with each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term. In accordance with the Nasdaq corporate governance requirements, we are not required to hold an annual meeting until one year after our first fiscal year end following our listing on the Nasdaq. The term of office of the first class of directors, consisting of , will expire at our first annual general meeting. The term of office of the second class of directors, consisting of , will expire at our second annual general meeting. The term of office of the third class of directors, consisting of , will expire at our third annual general meeting. Prior to the completion of an initial business combination, any vacancy on the board of directors may be filled by a nominee chosen by holders of a majority of our founder shares. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason. Pursuant to an agreement to be entered into on or prior to the closing of this offering, our sponsor, upon and following consummation of an initial business combination, will be entitled to nominate three individuals for appointment to our board of directors, as long as the sponsor holds any securities covered by the registration and shareholder rights agreement. 112 Table of Contents Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint persons to the offices set forth in our amended and restated memorandum and articles of association as it deems appropriate. Our amended and restated memorandum and articles of association will provide that our officers may consist of one or more chairman of the board, chief executive officer, president, chief financial officer, vice presidents, secretary, treasurer and such other offices as may be determined by the board of directors. Director Independence Nasdaq listing standards require that a majority of our board of directors be independent. Our board of directors has determined that , and are “independent directors” as defined in the Nasdaq listing standards. Our independent directors will have regularly scheduled meetings at which only independent directors are present. Executive Officer and Director Compensation None of our executive officers or directors have received any cash compensation for services rendered to us. Commencing on the date that our securities are first listed on the Nasdaq through the earlier of consummation of our initial business combination and our liquidation, we will reimburse an affiliate of our sponsor for office space, administrative, and support services provided to us in the amount of $20,000 per month. In addition, our sponsor, executive officers and directors, or their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made by us to our sponsor, executive officers or directors, or their affiliates. Any such payments prior to an initial business combination will be made using funds held outside the trust account. Other than quarterly audit committee review of such reimbursements, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and executive officers for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying and consummating an initial business combination. Other than these payments and reimbursements, no compensation of any kind, including finder’s and consulting fees, will be paid by the company to our sponsor, executive officers and directors, or their respective affiliates, prior to completion of our initial business combination. After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our shareholders in connection with a proposed business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed business combination, because the directors of the post-combination business will be responsible for determining executive officer and director compensation. Any compensation to be paid to our executive officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors. We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our executive officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our executive officers and directors that provide for benefits upon termination of employment. Committees of the Board of Directors Upon the effectiveness of the registration statement of which this prospectus forms a part, our board of directors will have three standing committees: an audit committee, a nominating committee and a compensation committee. Subject to phase-in rules and a limited exception, the rules of the Nasdaq and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors. Subject to phase- 113 Table of Contents in rules and a limited exception, the rules of the Nasdaq require that the compensation committee and the nominating committee of a listed company be comprised solely of independent directors. Audit Committee Upon the effectiveness of the registration statement of which this prospectus forms a part, we will establish an audit committee of the board of directors. will serve as members of our audit committee. Our board of directors has determined that each of , and are independent under the Nasdaq listing standards and applicable SEC rules. will serve as the Chairman of the audit committee. Under the Nasdaq listing standards and applicable SEC rules, all the directors on the audit committee must be independent. Each member of the audit committee is financially literate and our board of directors has determined that each of , and qualify as an “audit committee financial expert” as defined in applicable SEC rules. The audit committee is responsible for: ·meeting with our independent registered public accounting firm regarding, among other issues, audits, and adequacy of our accounting and control systems; ·monitoring the independence of the independent registered public accounting firm; ·verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law; ·inquiring and discussing with management our compliance with applicable laws and regulations; ·pre-approving all audit services and permitted non-audit services to be performed by our independent registered public accounting firm, including the fees and terms of the services to be performed; ·appointing or replacing the independent registered public accounting firm; ·determining the compensation and oversight of the work of the independent registered public accounting firm (including resolution of disagreements between management and the independent registered public accounting firm regarding financial reporting) for the purpose of preparing or issuing an audit report or related work; ·establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; ·monitoring compliance on a quarterly basis with the terms of this offering and, if any noncompliance is identified, immediately taking all action necessary to rectify such noncompliance or otherwise causing compliance with the terms of this offering; and ·reviewing and approving all payments made to our existing shareholders, executive officers or directors and their respective affiliates. Any payments made to members of our audit committee will be reviewed and approved by our board of directors, with the interested director or directors abstaining from such review and approval. Nominating Committee Upon the effectiveness of the registration statement of which this prospectus forms a part, we will establish a nominating committee of our board of directors. The members of our nominating committee will be , and . will serve as chairman of the nominating committee. Under the Nasdaq listing standards, we are required to have a nominating committee composed entirely of independent directors. Our board of directors has determined that each of , and are independent. The nominating committee is responsible for overseeing the selection of persons to be nominated to serve on our board of directors. The nominating committee considers persons identified by its members, management, shareholders, investment bankers and others. 114 Table of Contents Guidelines for Selecting Director Nominees The guidelines for selecting nominees, which will be specified in a charter to be adopted by us, generally will provide that persons to be nominated: ·should have demonstrated notable or significant achievements in business, education or public service; ·should possess the requisite intelligence, education and experience to make a significant contribution to the board of directors and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and ·should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the shareholders. The nominating committee will consider a number of qualifications relating to management and leadership experience, background and integrity and professionalism in evaluating a person’s candidacy for membership on the board of directors. The nominating committee may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to time and will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board members. The nominating committee does not distinguish among nominees recommended by shareholders and other persons. Compensation Committee Upon the effectiveness of the registration statement of which this prospectus forms a part, we will establish a compensation committee of our board of directors. The members of our compensation committee will be , and . will serve as chairman of the compensation committee. Under the Nasdaq listing standards, we are required to have a compensation committee composed entirely of independent directors. Our board of directors has determined that each of , and are independent. We will adopt a compensation committee charter, which will detail the principal functions of the compensation committee, including: ·reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation; ·reviewing and approving the compensation of all of our other Section 16 executive officers; ·reviewing our executive compensation policies and plans; ·implementing and administering our incentive compensation equity-based remuneration plans; ·assisting management in complying with our proxy statement and annual report disclosure requirements; ·approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees; ·producing a report on executive compensation to be included in our annual proxy statement; and ·reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. The charter will also provide that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by the Nasdaq and the SEC. 115 Table of Contents Compensation Committee Interlocks and Insider Participation None of our executive officers currently serves, and in the past year has not served, as a member of the compensation committee of any entity that has one or more executive officers serving on our board of directors. Code of Ethics Upon the effectiveness of the registration statement of which this prospectus forms a part, we will have adopted a Code of Ethics applicable to our directors, officers and employees. A copy of the Code of Ethics will be provided without charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K. Conflicts of Interest Under Cayman Islands law, directors and officers owe the following fiduciary duties: ·duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole; ·duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose; ·directors should not improperly fetter the exercise of future discretion; ·duty to exercise powers fairly as between different sections of shareholders; ·duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and ·duty to exercise independent judgment. In addition to the above, directors also

Holder Stats

1 0
% of Shares Held by All Insider 0.00%
% of Shares Held by Institutions 33.59%
% of Float Held by Institutions 33.59%
Number of Institutions Holding Shares 32

SEC Filings

Form Type Form Description Filing Date Document Link
8-K FORM 8-K 2021-11-23 https://www.sec.gov/Archives/edgar/data/1841258/000095010321018240/dp162170_8k.htm
10-Q FORM 10-Q 2021-11-23 https://www.sec.gov/Archives/edgar/data/1841258/000119312521337192/d196465d10q.htm
NT 10-Q FORM NT 10-Q 2021-11-15 https://www.sec.gov/Archives/edgar/data/1841258/000095010321017825/dp161734_nt10q.htm
10-Q FORM 10-Q 2021-08-18 https://www.sec.gov/Archives/edgar/data/1841258/000119312521250479/d182213d10q.htm
NT 10-Q FORM NT 10-Q 2021-08-16 https://www.sec.gov/Archives/edgar/data/1841258/000095010321012388/dp156316_nt10q.htm
10-Q FORM 10-Q 2021-06-22 https://www.sec.gov/Archives/edgar/data/1841258/000119312521196340/d359104d10q.htm
8-K FORM 8-K 2021-06-04 https://www.sec.gov/Archives/edgar/data/1841258/000095010321008432/dp152265_8k.htm
NT 10-Q FORM NT 10-Q 2021-05-17 https://www.sec.gov/Archives/edgar/data/1841258/000095010321007334/dp151108_nt10q.htm
3 FORM 3 2021-05-14 https://www.sec.gov/Archives/edgar/data/1841258/000095010321007220/xslF345X02/dp147785_3-fazeli.xml
8-K FORM 8-K 2021-05-07 https://www.sec.gov/Archives/edgar/data/1841258/000095010321006916/dp150760_8k.htm
8-K FORM 8-K 2021-05-04 https://www.sec.gov/Archives/edgar/data/1841258/000095010321006698/dp150506_8k.htm
SC 13G SC 13G 2021-04-02 https://www.sec.gov/Archives/edgar/data/1841258/000110465921046074/tm2112004d1_sc13g.htm
8-K FORM 8-K 2021-03-24 https://www.sec.gov/Archives/edgar/data/1841258/000095010321004514/dp148243_8k.htm
SC 13G 2021-03-24 https://www.sec.gov/Archives/edgar/data/1841258/000131924421000176/EBAC_SC13G.htm
8-K FORM 8-K 2021-03-18 https://www.sec.gov/Archives/edgar/data/1841258/000095010321004216/dp148015_8k.htm
424B4 FORM 424B4 2021-03-17 https://www.sec.gov/Archives/edgar/data/1841258/000095010321004170/dp147965_424b4.htm
EFFECT 2021-03-15 https://www.sec.gov/Archives/edgar/data/1841258/999999999521000942/xslEFFECTX01/primary_doc.xml
3 FORM 3 2021-03-15 https://www.sec.gov/Archives/edgar/data/1841258/000095010321004063/xslF345X02/dp147782_3-van.xml
3 FORM 3 2021-03-15 https://www.sec.gov/Archives/edgar/data/1841258/000095010321004062/xslF345X02/dp147787_3-wegter.xml
3 FORM 3 2021-03-15 https://www.sec.gov/Archives/edgar/data/1841258/000095010321004061/xslF345X02/dp147786_3-kleijwegt.xml
3 FORM 3 2021-03-15 https://www.sec.gov/Archives/edgar/data/1841258/000095010321004060/xslF345X02/dp147788_3-sponsor.xml
3 FORM 3 2021-03-15 https://www.sec.gov/Archives/edgar/data/1841258/000095010321004059/xslF345X02/dp147783_3-sintnicolass.xml
3 FORM 3 2021-03-15 https://www.sec.gov/Archives/edgar/data/1841258/000095010321004058/xslF345X02/dp147784_3-bravo.xml
3 FORM 3 2021-03-15 https://www.sec.gov/Archives/edgar/data/1841258/000095010321004057/xslF345X02/dp147781_3-doeksen.xml
S-1MEF FORM S-1MEF 2021-03-15 https://www.sec.gov/Archives/edgar/data/1841258/000095010321004056/dp147889_s1mef.htm
S-1/A FORM S-1/A 2021-03-15 https://www.sec.gov/Archives/edgar/data/1841258/000095010321003997/dp147829_s1a-4.htm
CERT 2021-03-15 https://www.sec.gov/Archives/edgar/data/1841258/000135445721000344/8A_Cert_EBAC.pdf
8-A12B FORM 8-A12B 2021-03-12 https://www.sec.gov/Archives/edgar/data/1841258/000095010321003925/dp147629_8a12b.htm
CORRESP 2021-03-12 https://www.sec.gov/Archives/edgar/data/1841258/000095010321003924/filename1.htm
CORRESP 2021-03-12 https://www.sec.gov/Archives/edgar/data/1841258/000095010321003923/filename1.htm
S-1/A FORM S-1/A 2021-03-11 https://www.sec.gov/Archives/edgar/data/1841258/000095010321003869/dp147656_s1a-3.htm
CORRESP 2021-03-08 https://www.sec.gov/Archives/edgar/data/1841258/000095010321003642/filename1.htm
S-1/A FORM S-1/A 2021-03-08 https://www.sec.gov/Archives/edgar/data/1841258/000095010321003641/dp147466_s1a-2.htm
UPLOAD 2021-03-05 https://www.sec.gov/Archives/edgar/data/1841258/000000000021002699/filename1.pdf
S-1/A FORM S-1/A 2021-03-04 https://www.sec.gov/Archives/edgar/data/1841258/000095010321003562/dp147296_s1a.htm
S-1 FORM S-1 2021-02-17 https://www.sec.gov/Archives/edgar/data/1841258/000095010321002421/dp146146_s1.htm
DRS 2021-02-05 https://www.sec.gov/Archives/edgar/data/1841258/000095010321001902/filename1.htm