BCLS Acquisition Corp. (BLSA)

BOSTON--(BUSINESS WIRE)--BCLS Acquisition Corp. (the “Company”) (Nasdaq: BLSA), a special purpose acquisition company, today announced that as of the close of business on October 26, 2022, the Company’s publicly held Class A ordinary shares, par value $0.0001 (the “Public Shares”), will be deemed cancelled and will represent only the right to receive their pro-rata share in the Company’s trust account (“Trust Account”), because the Company will not consummate an initial business combination within the time period required by its Amended and Restated Memorandum and Articles of Association (the “Articles”). As stated in the Company’s Articles and in the Company’s registration statement on Form S-1 (Registration No. 333-249284), initially filed with the United States Securities and Exchange Commission (the “Commission”) on October 2, 2020, relating to the Company’s initial public offering, if the Company is unable to complete an initial business combination within 24 months of the initial public offering, the Company will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The per-share redemption price for the Public Shares will be approximately $10.03 (the “Redemption Amount”). The balance of the Trust Account as of September 30, 2022 was $144,329,573, which includes $579,573 in interest and dividend income (excess of cash over $143,750,000, the funds deposited into the Trust Account). In accordance with the terms of the related trust agreement, the Company expects to retain $100,000 of the interest and dividend income from the Trust Account to pay dissolution expenses. As of the close of business on October 26, 2022, the Public Shares will be deemed cancelled and will represent only the right to receive the Redemption Amount within ten business days. The Company anticipates that the Public Shares will cease trading on The Nasdaq Capital Market (“Nasdaq”) as of the close of business on October 26, 2022. The Redemption Amount will be payable to the holders of the Public Shares upon delivery of their shares to the Company’s transfer agent, Continental Stock Transfer & Trust Company. 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 Company’s sponsor has waived its redemption rights with respect to the outstanding founder shares and private placement shares. After October 26, 2022, the Company shall cease all operations except for those required to wind up the Company’s business. The Company expects that Nasdaq will file a Form 25 with the Commission in order to delist the Company’s securities. The Company thereafter expects to file a Form 15 with the Commission to terminate the registration of the Company’s securities under the Securities Exchange Act of 1934, as amended. Forward-Looking Statements This press release includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the use of words such as “believes,” “expects,” “intends,” “plans,” “estimates,” “assumes,” “may,” “should,” “will,” “seeks,” or other similar expressions. Such statements may include, but are not limited to, statements regarding the Company’s intention to redeem all of its outstanding Public Shares, the Company’s cash position or cash held in the Trust Account, the Redemption Amount, or the timing when the Company’s Public Shares will cease trading on Nasdaq. These statements are based on current expectations on the date of this press release and involve a number of risks and uncertainties that may cause actual results to differ significantly. The Company does not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.

BOSTON--(BUSINESS WIRE)--BCLS Acquisition Corp. (the “Company”), a special purpose acquisition company formed for the purpose of entering into a combination with one or more businesses or entities, today announced the pricing of its initial public offering of 12,500,000 Class A ordinary shares at a price of $10.00 per share. The Class A ordinary shares will be listed on the Nasdaq Capital Market and trade under the ticker symbol “BLSA” beginning on October 22, 2020. While the Company may pursue an acquisition opportunity in any business, industry, sector or geographical location, it intends to pursue investments, primarily based in North America and Europe and selectively in other geographies, including Asia and emerging markets, in biopharmaceutical, specialty pharmaceutical, medical device, diagnostics and enabling life science technology companies. The Company is sponsored by an affiliate of Bain Capital Life Sciences, a leading life sciences investment manager, and is led by Chairman Adam Koppel, M.D., Ph.D., Chief Executive Officer Jeffery Schwartz and Chief Financial Officer Andrew Hack, M.D., Ph.D. Goldman Sachs & Co. LLC and Jefferies LLC are serving as joint book-running managers for the offering. The Company has granted the underwriters a 45-day option to purchase up to an additional 1,875,000 Class A ordinary shares to cover over-allotments, if any, at the initial public offering price. The offering is being made only by means of a prospectus. When available, copies of the prospectus may be obtained from: Goldman Sachs & Co. LLC, Attn: Prospectus Department, 200 West Street, New York, New York 10282, telephone: (212) 902-1171 or email: Prospectus-ny@ny.email.gs.com; or Jefferies LLC, Attn: Equity Syndicate Prospectus Department, 520 Madison Avenue, 2nd Floor, New York, NY 10002, by telephone: 877-821-7388 or by email: Prospectus_Department@Jefferies.com. The registration statement relating to the securities became effective on October 21, 2020. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The offering is expected to close on October 26, 2020, subject to customary closing conditions. Cautionary Note Concerning Forward-Looking Statements This press release contains statements that constitute “forward-looking statements,” including with respect to the proposed initial public offering and the anticipated use of the net proceeds. No assurance can be given that the offering discussed above will be completed on the terms described, or at all, or that the net proceeds of the offering will be used as indicated. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and preliminary prospectus for the Company’s offering filed with the Securities and Exchange Commission (the “SEC”). Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.