0001833214 false 0001833214 2021-01-01 2021-06-30 0001833214 2021-06-30 0001833214 2020-12-31 0001833214 2021-04-01 2021-06-30 0001833214 us-gaap:CommonStockMember 2020-12-31 0001833214 us-gaap:AdditionalPaidInCapitalMember 2020-12-31 0001833214 us-gaap:RetainedEarningsMember 2020-12-31 0001833214 us-gaap:CommonStockMember 2021-01-01 2021-03-31 0001833214 us-gaap:AdditionalPaidInCapitalMember 2021-01-01 2021-03-31 0001833214 us-gaap:RetainedEarningsMember 2021-01-01 2021-03-31 0001833214 2021-01-01 2021-03-31 0001833214 us-gaap:CommonStockMember 2021-03-31 0001833214 us-gaap:AdditionalPaidInCapitalMember 2021-03-31 0001833214 us-gaap:RetainedEarningsMember 2021-03-31 0001833214 2021-03-31 0001833214 us-gaap:CommonStockMember 2021-04-01 2021-06-30 0001833214 us-gaap:AdditionalPaidInCapitalMember 2021-04-01 2021-06-30 0001833214 us-gaap:RetainedEarningsMember 2021-04-01 2021-06-30 0001833214 us-gaap:CommonStockMember 2021-06-30 0001833214 us-gaap:AdditionalPaidInCapitalMember 2021-06-30 0001833214 us-gaap:RetainedEarningsMember 2021-06-30 0001833214 us-gaap:IPOMember 2021-01-13 2021-01-14 0001833214 us-gaap:OverAllotmentOptionMember 2021-01-13 2021-01-14 0001833214 us-gaap:IPOMember 2021-01-14 0001833214 us-gaap:CommonStockMember 2021-01-14 0001833214 BCYP:SponsorMember BCYP:ClosingIPOMember 2021-01-13 2021-01-14 0001833214 BCYP:SponsorMember BCYP:ClosingIPOMember 2021-01-14 0001833214 us-gaap:IPOMember 2021-01-01 2021-06-30 0001833214 us-gaap:IPOMember 2021-06-30 0001833214 us-gaap:WarrantMember 2021-01-01 2021-06-30 0001833214 srt:MaximumMember 2021-01-14 0001833214 2021-01-13 2021-01-14 0001833214 us-gaap:OverAllotmentOptionMember 2021-01-14 0001833214 BCYP:BusinessCombinationAgreementMember 2021-06-21 0001833214 BCYP:BusinessCombinationAgreementMember 2021-06-20 2021-06-21 0001833214 2021-06-20 2021-06-21 0001833214 BCYP:PublicAndPrivateWarrantsMember 2021-01-13 2021-01-14 0001833214 srt:ScenarioPreviouslyReportedMember 2021-01-14 0001833214 srt:RestatementAdjustmentMember 2021-01-14 0001833214 2021-01-14 0001833214 us-gaap:CommonClassAMember 2021-01-14 0001833214 us-gaap:WarrantMember us-gaap:PrivatePlacementMember 2021-01-01 2021-06-30 0001833214 BCYP:SponsorMember BCYP:ClosingIPOMember 2021-01-01 2021-06-30 0001833214 BCYP:SponsorMember BCYP:ClosingIPOMember 2021-06-30 0001833214 BCYP:SponsorMember BCYP:FounderSharesMember 2020-11-10 2020-11-13 0001833214 BCYP:SponsorMember BCYP:FounderSharesMember 2020-11-13 0001833214 BCYP:SponsorMember BCYP:FounderSharesMember 2020-12-06 2020-12-07 0001833214 BCYP:LadenburgAndCertainEmployeesMember BCYP:RepresentativeSharesMember 2020-12-06 2020-12-07 0001833214 BCYP:LadenburgAndCertainEmployeesMember BCYP:RepresentativeSharesMember 2020-12-07 0001833214 BCYP:FounderSharesMember 2021-01-03 0001833214 BCYP:FounderSharesMember 2021-01-02 2021-01-03 0001833214 us-gaap:OverAllotmentOptionMember BCYP:FounderSharesMember 2021-01-13 2021-01-14 0001833214 BCYP:SponsorMember BCYP:FounderSharesMember 2021-01-02 2021-01-04 0001833214 BCYP:LadenburgAndCertainEmployeesMember BCYP:RepresentativeSharesMember 2021-01-02 2021-01-04 0001833214 BCYP:SponsorMember BCYP:FounderSharesMember 2021-01-01 2021-01-04 0001833214 BCYP:SponsorMember BCYP:FounderSharesMember 2021-12-06 2021-12-07 0001833214 BCYP:LadenburgAndCertainEmployeesMember BCYP:RepresentativeSharesMember 2021-12-06 2021-12-07 0001833214 BCYP:LadenburgAndCertainEmployeesMember BCYP:RepresentativeSharesMember 2021-12-07 0001833214 BCYP:LadenburgAndCertainEmployeesMember BCYP:RepresentativeSharesMember 2021-01-04 0001833214 BCYP:LadenburgAndCertainEmployeesMember BCYP:RepresentativeSharesMember 2021-01-02 2021-01-03 0001833214 BCYP:SponsorMember srt:MaximumMember 2020-11-19 0001833214 BCYP:SponsorMember 2020-11-18 2020-11-19 0001833214 2021-01-10 2021-01-14 0001833214 BCYP:SponsorMember 2021-01-01 2021-06-30 0001833214 us-gaap:OverAllotmentOptionMember BCYP:UnderwritingAgreementMember 2021-01-13 2021-01-14 0001833214 us-gaap:IPOMember BCYP:UnderwritersMember 2021-01-13 2021-01-14 0001833214 2020-01-01 2020-12-31 0001833214 us-gaap:FairValueInputsLevel1Member 2021-06-30 0001833214 us-gaap:FairValueInputsLevel2Member 2021-06-30 0001833214 us-gaap:FairValueInputsLevel3Member 2021-06-30 0001833214 us-gaap:FairValueInputsLevel3Member BCYP:PrivatePlacementWarrantsMember 2020-12-31 0001833214 us-gaap:FairValueInputsLevel3Member BCYP:PublicWarrantsMember 2020-12-31 0001833214 us-gaap:FairValueInputsLevel3Member BCYP:WarrantsLiabilitiesMember 2020-12-31 0001833214 us-gaap:FairValueInputsLevel3Member BCYP:PrivatePlacementWarrantsMember 2021-01-01 2021-06-30 0001833214 us-gaap:FairValueInputsLevel3Member BCYP:PublicWarrantsMember 2021-01-01 2021-06-30 0001833214 us-gaap:FairValueInputsLevel3Member BCYP:WarrantsLiabilitiesMember 2021-01-01 2021-06-30 0001833214 us-gaap:FairValueInputsLevel3Member BCYP:PrivatePlacementWarrantsMember 2021-06-30 0001833214 us-gaap:FairValueInputsLevel3Member BCYP:PublicWarrantsMember 2021-06-30 0001833214 us-gaap:FairValueInputsLevel3Member BCYP:WarrantsLiabilitiesMember 2021-06-30 0001833214 BCYP:SponsorMember srt:MaximumMember 2020-11-12 2020-12-31 0001833214 BCYP:LadenburgAndCertainEmployeesMember srt:MaximumMember 2020-11-12 2020-12-31 0001833214 2020-11-12 2020-12-31 0001833214 us-gaap:CommonStockMember 2020-11-11 0001833214 us-gaap:AdditionalPaidInCapitalMember 2020-11-11 0001833214 us-gaap:RetainedEarningsMember 2020-11-11 0001833214 2020-11-11 0001833214 us-gaap:CommonStockMember 2020-11-12 2020-12-31 0001833214 us-gaap:AdditionalPaidInCapitalMember 2020-11-12 2020-12-31 0001833214 us-gaap:RetainedEarningsMember 2020-11-12 2020-12-31 0001833214 BCYP:SponsorMember 2020-11-12 2020-12-31 0001833214 BCYP:SponsorMember BCYP:ClosingIPOMember 2020-11-12 2020-12-31 0001833214 BCYP:SponsorMember BCYP:ClosingIPOMember 2020-12-31 0001833214 BCYP:SponsorMember 2020-11-17 2020-11-19 0001833214 2020-11-18 2020-11-20 0001833214 2020-11-20 0001833214 BCYP:SponsorMember BCYP:FounderSharesMember 2020-12-06 2020-12-07 0001833214 BCYP:LadenburgAndCertainEmployeesMember BCYP:RepresentativeSharesMember 2020-12-06 2020-12-07 0001833214 BCYP:LadenburgAndCertainEmployeesMember BCYP:RepresentativeSharesMember 2020-12-07 0001833214 BCYP:SponsorMember 2021-01-04 0001833214 BCYP:SponsorMember 2021-01-02 2021-01-04 0001833214 BCYP:LadenburgAndCertainEmployeesMember 2021-01-02 2021-01-04 0001833214 2021-01-02 2021-01-04 0001833214 us-gaap:WarrantMember 2020-11-12 2020-12-31 iso4217:USD xbrli:shares iso4217:USD xbrli:shares xbrli:pure

 

Registration No. 333-

 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-4

 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

Big Cypress Acquisition Corp.*

(Exact name of registrant as specified in its charter)

 

Delaware

(State or other jurisdiction of

incorporation or organization)f

 

6770

(Primary Standard Industrial

Classification Code Number)

 

85-3899721

(I.R.S. Employer

Identification Number)

 

Big Cypress Acquisition Corp.
300 W. 41st Street, Suite 202
Miami Beach, FL 33140
Telephone: (305) 204-3338
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

Samuel J. Reich
Chief Executive Officer
c/o Big Cypress Acquisition Corp.
300 W. 41st Street, Suite 202
Miami Beach, FL 33140
Telephone: (305) 204-3338
(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

Copies to:

 

Brian Lee, Esq.

Ilan Katz, Esq.

Dentons US LLP

1221 Avenue of the Americas

New York, NY 10020

(212) 768-6700

(212) 768-6800 — Facsimile

 

Ian Smith, Esq.
Stradling Yocca Carlson & Rauth, PC
10100 Santa Monica Blvd, Suite 1400
Los Angeles, CA 90067
(424) 214-7085

(805) 456-3949 – Facsimile

 

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement becomes effective and upon completion of the merger.

 

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer Accelerated filer
Non-accelerated filer Smaller reporting company
    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 7(a)(2)(B) of the Securities Act.

 

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction: Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

 

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

 

* The Registrant is currently named Big Cypress Acquisition Corp. Upon closing of the transactions described herein, the Registrant will change its name to SAB Biotherapeutics, Inc.

 

CALCULATION OF REGISTRATION FEE

 

Title of each class of securities to be registered  Amount to be registered (1)   Proposed maximum offering price per share   Proposed maximum aggregate offering price (2)   Amount of registration fee (3) 
Common Stock, par value $0.0001 per share   41,702,970    N/A   $2,201.89   $0.25 

 

(1) Represents shares of Common Stock to be issued by Big Cypress Acquisition Corp. (“BCYP”) to the holders of common stock (including common stock resulting from the exercise of options and warrants to purchase common stock of SAB Biotherapeutics, Inc. (“SAB Biotherapeutics”)), including shares issuable under certain earn-out provisions pursuant to the Business Combination Agreement and as described herein.
   
(2) Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(f)(2) of the Securities Act of 1933, as amended, based upon an amount equal to one-third of the aggregate par value of the SAB Biotherapeutics securities to be exchanged in the business combination as of immediately prior to the business combination. SAB Biotherapeutics is a private company, no market exists for its securities and SAB Biotherapeutics has an accumulated capital deficit.
   
(3) Calculated pursuant to Rule 457 of the Securities Act by multiplying the proposed maximum aggregate offering price of securities to be registered by 0.0001091.

 

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

 

 

 

 

The information in this preliminary proxy statement/prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

 

PRELIMINARY PROXY STATEMENT/PROSPECTUS DATED AUGUST 16, 2021
SUBJECT TO COMPLETION

 

BIG CYPRESS ACQUISITION CORP.

 

YOUR VOTE IS VERY IMPORTANT

 

Dear Big Cypress Acquisition Corp. Stockholders:

 

On behalf of the BCYP Board, we cordially invite you to a special meeting (the “Special Meeting”) of the stockholders of Big Cypress Acquisition Corp., a Delaware corporation (“BCYP,” “we” or “our”), to be held via live webcast at               (New York City time) on                , 2021. The Special Meeting can be accessed by visiting https://                            where you will be able to listen to the meeting live and vote during the meeting. Please note that you will only be able to access the Special Meeting by means of remote communication.

 

On June 21, 2021, BCYP and Big Cypress Merger Sub Inc. (“Merger Sub”), a wholly-owned subsidiary of BCYP, entered into an Agreement and Plan of Merger, as amended August 12, 2021 (as it may be amended or restated from time to time, the “Business Combination Agreement”) with SAB Biotherapeutics, Inc. (“SAB Biotherapeutics”, or “SAB”) providing for, among other things, and subject to the terms and conditions therein, a business combination between SAB Biotherapeutics and BCYP pursuant to the proposed merger of Merger Sub with and into SAB Biotherapeutics, with SAB Biotherapeutics continuing as the surviving entity (the “Merger”). The Merger and the other transactions contemplated by the Business Combination Agreement are referred to as the “Business Combination.”

 

At the effective time of the Merger, and in accordance with the terms and subject to the conditions of the Business Combination Agreement:

 

 

Each outstanding share of SAB Biotherapeutics Common Stock and SAB Biotherapeutics Preferred Stock will be automatically cancelled, extinguished and converted into a number of shares of New SAB Biotherapeutics Common Stock, based on SAB Biotherapeutics’ Equity Value and a conversion rate of $10.10;

     
  The holders of shares of SAB Biotherapeutics Common Stock and Preferred Stock will be entitled to receive their pro rata share of New SAB Biotherapeutics Common Stock being issued into escrow (the “Earnout Escrow Account”) at the closing (the “Earnout Shares”), which will be released if certain conditions are met within a five-year period following the closing of the Business Combination (the “Earnout Period”), pursuant to the terms and subject to the conditions set forth in the Business Combination Agreement and the Earnout Escrow Agreement; and
     
  Each outstanding vested and unvested option to purchase shares of SAB Biotherapeutics Common Stock will be canceled in exchange for a comparable option to purchase shares of New SAB Biotherapeutics Common Stock based on the equity value of SAB Biotherapeutics and based on a conversion rate of $10.10. In addition the holders of vested options shall also receive, in the aggregate, approximately restricted stock units (the “Earnout RSUs”) which final number will be determined prior to closing based on the pro rata percentage that the SAB Biotherapeutics options represent compared to the outstanding share capital of SAB Biotherapeutics prior to closing assuming exercise of such vested options. Each Earnout RSU will be settled in shares of New SAB Biotherapeutics Common Stock, subject to the same milestones applicable to the Earnout Shares.

 

The total maximum number of Earnout Shares and shares underlying the Earnout RSUs will be equal to 12,000,000 additional shares of New SAB Biotherapeutics Common Stock in the aggregate.

 

For purposes herein and the Business Combination Agreement, SAB Biotherapeutics’ equity value is deemed to be an agreed upon amount equal to $300 million.

 

Immediately after the closing of the Business Combination, we expect that SAB’s stockholders will hold approximately 67.67% of the issued and outstanding shares of Common Stock, the current BCYP public stockholders will hold approximately 26.20% of the issued and outstanding Common Stock, and the Initial Stockholders will hold approximately 6.14% of the issued and outstanding Common Stock, which pro forma ownership (i) excludes the 598,580 shares of Common Stock that may be vested to the Initial Stockholders after the closing of the Business Combination, (ii) excludes the Earnout Shares being issued into the Earnout Escrow Account and shares underlying the Earnout RSUs and (iii) assumes no holder of BCYP Public Shares exercises redemption rights.

 

As described in this proxy statement/prospectus, BCYP’s stockholders are being asked to consider and vote upon the Merger and the other proposals set forth herein. Each of the proposals is more fully described in the accompanying proxy statement/prospectus, which we encourage you to read carefully and in its entirety before voting. Only holders of record of BCYP Common Stock at 5:00 p.m. (New York City time) on ,                   2021 are entitled to notice of the Special Meeting and to vote and have their votes counted at the Special Meeting and any adjournments or postponements thereof.

 

BCYP’s units, Common Stock and Public Warrants are publicly traded on the Capital Market tier of Nasdaq (the “Nasdaq Capital Market”) under the symbols “BCYPU”, “BCYP” and “BCYPW”, respectively. On July 13, 2021, we applied to list the New SAB Biotherapeutics Common Stock and Public Warrants on the Global Market tier of Nasdaq (the “Nasdaq Global Market”) under the symbols “DIVR” and “DIVRW”, respectively, upon the Effective Time of the Business Combination. New SAB Biotherapeutics will not have units traded following the Effective Time of the Business Combination. It is a condition of the consummation of the Business Combination that the New SAB Biotherapeutics Common Stock is approved for listing on Nasdaq (subject only to official notice of issuance thereof and round lot holder requirements), but such condition can be waived by BCYP and SAB. If Nasdaq determines to delist the Common Stock and the Public Warrants, BCYP and SAB have not made a determination as to whether or not to waive this condition. Accordingly, there can be no assurance such listing condition will be met and, at the time you are asked to vote on the Business Combination, you will have no assurance that securities of New SAB Biotherapeutics will be listed on Nasdaq following the completion of the Business Combination. See “Risk Factors — There can be no assurance that New SAB Biotherapeutics Common Stock issued in connection with the Business Combination will be approved for listing on the Nasdaq following the Closing, or that we will be able to comply with the continued listing standards of the Nasdaq” on page 53 for more information.

 

 

 

 

After careful consideration, the BCYP Board has unanimously approved the Business Combination Agreement and the transactions contemplated thereby, including the Business Combination, and unanimously recommends that stockholders vote “FOR” the adoption of the Business Combination Agreement and approval of the transactions contemplated thereby, including the Business Combination, and “FOR” all other Proposals presented to BCYP’s stockholders in the accompanying proxy statement/prospectus. When you consider the recommendation of these Proposals by the BCYP Board, you should keep in mind that BCYP’s directors and executive officers have interests in the Business Combination that may conflict with your interests as a stockholder. See the section entitled “Business Combination Proposal — Interests of BCYP’s Directors and Executive Officers in the Business Combination” in the accompanying proxy statement/prospectus for a further discussion of these considerations.

 

Pursuant to the BCYP Bylaws, a majority of the shares entitled to vote, represented at the Special Meeting or by proxy, will constitute a quorum for the transaction of business at the Special Meeting. Under the General Corporation Law of the State of Delaware, shares that are voted “abstain” or “withheld” are counted as present for purposes of determining whether a quorum is present at the Special Meeting. Because the proposals are “non-discretionary” items, your broker will not be able to vote uninstructed shares for any of the proposals. As a result, if you do not provide voting instructions, a broker “non-vote” will be deemed to have occurred for each of the Proposals. Broker “non-votes” will not be counted as present for purposes of determining whether a quorum is present.

 

The approval of the Business Combination Agreement and the other proposals each require the affirmative vote of a majority of the votes cast by stockholders represented in person (which would include presence at a virtual meeting) or by proxy and entitled to vote thereon at the Special Meeting.

 

YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES OF BCYP COMMON STOCK YOU OWN. To ensure your representation at the Special Meeting, please complete and return the enclosed proxy card or submit your proxy by following the instructions contained in this proxy statement/prospectus and on your proxy card. Please submit your proxy promptly whether or not you expect to participate in the meeting. Submitting a proxy now will NOT prevent you from being able to vote online during the virtual Special Meeting. If you hold your shares in “street name”, you should instruct your broker, bank or other nominee how to vote in accordance with the voting instruction form you receive from your broker, bank or other nominee.

 

Pursuant to the BCYP amended and restated certificate of incorporation, BCYP is providing its public stockholders (“Public Stockholders”) with the opportunity to redeem, upon the closing of the Business Combination, the shares of BCYP Common Stock (“Public Shares”) issued in BCYP’s initial public offering (the “Initial Public Offering”) for cash equal to their pro rata portion of the aggregate amount on deposit (as of two business days prior to the closing of the Business Combination) in the trust account (the “Trust Account”) that holds the proceeds (including interest earned on the funds held in the Trust Account and not previously released to BCYP to pay its taxes) of the Initial Public Offering. For illustrative purposes, based on funds in the Trust Account of approximately $                on the close of business on                , 2021 (the “Record Date”), the estimated per share redemption price would have been approximately $                 .. Public Stockholders may elect to redeem Public Shares even if they vote for the Business Combination or abstain from voting on the Business Combination. A Public Stockholder, together with any of his, her or its affiliates or any other person with whom he, she or it is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the shares of BCYP Common Stock issued in the Initial Public Offering without the prior consent of BCYP. BCYP’s Sponsor, officers and directors have agreed to waive their redemption rights with respect to any shares of BCYP Common Stock they may hold in connection with the closing of the Business Combination, and such shares will be excluded from the pro rata calculation used to determine the pre-share redemption price. The Sponsor and BCYP’s officers and directors have agreed to vote any shares of BCYP Common Stock owned by them in favor of the Business Combination Proposal, which represents approximately                % of the voting power of BCYP as of the Record Date.

 

 

 

 

If you have any questions or need assistance voting your BCYP Common Stock, please contact Kingsdale Advisors, BCYP’s proxy solicitor, by calling 1-800-775-1986 or by emailing contactus@kingsdaleadvisors.com. This proxy statement/prospectus and the notice of the Special Meeting relating to the Business Combination will be available at                       .

 

This proxy statement/prospectus provides you with detailed information about the proposed Business Combination. It also contains or references information about BCYP and SAB Biotherapeutics and certain related matters. You are encouraged to read this proxy statement/prospectus carefully. In particular, you should read the “Risk Factors” section beginning on page 40 for a discussion of the risks you should consider in evaluating the proposed Business Combination and how it will affect you.

 

Very truly yours,

 

Samuel J. Reich,

Chief Executive Officer

 

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the Business Combination, the issuance of shares of New SAB Biotherapeutics Common Stock in connection with the Business Combination or the other transactions described in this proxy statement/prospectus, or passed upon the adequacy or accuracy of the disclosure in this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

 

This proxy statement/prospectus is dated                , 2021, and is first being mailed to stockholders of BCYP on or about                , 2021.

 

 

 

 

ADDITIONAL INFORMATION

 

This proxy statement/prospectus incorporates important business and financial information about BCYP that is not included or delivered herewith. If you have questions about the proposals to be voted on at the Special Meeting or this proxy statement/prospectus, would like additional copies of this proxy statement/prospectus, or need to obtain proxy cards or other information related to the proxy solicitation, please contact Kingsdale Advisors, the proxy solicitor for BCYP at:

 

 

Kingsdale Advisors

745 Fifth Avenue, 5th Floor

New York, NY 10151

Banks and Brokerage Firms Call: 416-867-2272

Shareholders Call Toll Free: 1-800-775-1986

Email: contactus@kingsdaleadvisors.com

 

You will not be charged for any of the documents that you request.

 

BCYP files reports, proxy statements and other information with the SEC as required by the Exchange Act. You may access BCYP’s filings, including this proxy statement/prospectus, over the Internet at the SEC’s website at: http://www.sec.gov.

 

See the section entitled “Where You Can Find More Information” of the accompanying proxy statement/prospectus for further information.

 

Information contained on the BCYP website, or any other website, is expressly not incorporated by reference into this proxy statement/prospectus.

 

To obtain timely delivery of the documents, you must request them no later than five business days before the date of the Special Meeting, or no later than                , 2021.

 

 

 

 

Big Cypress Acquisition Corp.

 

NOTICE OF THE SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON                , 2021

 

NOTICE IS HEREBY GIVEN that a special meeting of the stockholders (the “Special Meeting”) of Big Cypress Acquisition Corp., a Delaware corporation (which is referred to as “BCYP”), will be held virtually                , 2021, at Eastern Time, and conducted exclusively via live audio cast at                . There will not be a physical location for the Special Meeting, and you will not be able to attend the Special Meeting in person. You will be able to participate in the Special Meeting online, vote, view the list of stockholders entitled to vote at the Special Meeting and submit your questions during the Special Meeting by visiting                . You are cordially invited to participate in the Special Meeting for the following purposes:

 

1. The Business Combination Proposal - to consider and vote upon a proposal to adopt the Agreement and Plan of Merger, dated as of June 21, 2021, as amended August 12, 2021 (as it may be further amended or restated from time to time, the “Business Combination Agreement”), by and among SAB Biotherapeutics, Inc. (“SAB Biotherapeutics”), BCYP and Big Cypress Merger Sub Inc. (“Merger Sub”) and approve the transactions contemplated thereby, pursuant to which Merger Sub will merge with and into SAB Biotherapeutics, with SAB Biotherapeutics surviving the merger as a wholly-owned subsidiary of BCYP (the “Business Combination”). A copy of the Business Combination Agreement is attached as Annex A and a copy of Amendment No. 1 to Business Combination Agreement is attached as Annex B to the accompanying proxy statement/prospectus (Proposal No. 1);
   
2. The Charter Amendment Proposal - to consider and vote upon a proposal to approve and adopt the amended and restated certificate of incorporation of BCYP (the “Proposed Charter”), in the form attached to the accompanying proxy statement/prospectus as Annex C (Proposal No. 2), to:

 

  (a) provide that the name of BCYP shall be changed to “SAB Biotherapeutics, Inc.”
     
  (b) increase BCYP’s capitalization so that it will have 490,000,000 authorized shares of voting common stock and 10,000,000 authorized shares of preferred stock;
     
  (c) provide for the structure of the board of directors of BCYP (the “BCYP Board”) immediately after the consummation of the Business Combination (the “Closing”), split into three classes of as even size as practicable, Class I, II, and III (instead of two classes), each to serve a term of three (3) years, provided that the initial term of the Class I directors will expire at the first annual meeting of stockholders occurring after the Closing, and the initial term of the Class II directors will expire at the second annual meeting of stockholders occurring after the Closing;
     
  (d) to provide that the removal of any director be only for cause and by the affirmative vote of at least two-thirds (2/3) of BCYP’s then-outstanding shares of capital stock entitled to vote generally in the election of directors and to require written notice of such proposed removal and the grounds for cause be given to the affected director at least forty five (45) days prior to any meeting to consider such removal;
     
  (e) to provide that amendments to the BCYP Bylaws will require the approval of at least two-thirds (2/3) of BCYP’s then-outstanding shares of capital stock entitled to vote generally in the election of directors, voting together as a single-class;
     
  (f) to provide that amendments to certain provisions of the Proposed Charter will require the approval of at least two-thirds (2/3) of BCYP’s then-outstanding shares of capital stock entitled to vote generally in the election of directors, voting together as a single class;
     
  (g) remove and change certain provisions in the BCYP Charter related to BCYP’s status as a special purpose acquisition company; and

 

 

 

 

  (h) to approve the Proposed Charter in the form attached as Annex C hereto, which includes the approval of all other changes in the Proposed Charter in connection with replacing the existing BCYP Charter with the Proposed Charter as of the Effective Time.

 

3. The Nasdaq Proposal - to consider and vote upon a proposal to approve, for purposes of complying with the applicable provisions of Nasdaq (as defined below) Rules 5635(a), (b) and (d), the issuance of more than 20% of the issued and outstanding shares of BCYP Common Stock in connection with the transactions contemplated by the Business Combination Agreement, and the potential change of control in connection with the Business Combination (Proposal No. 3);
   
4. The Incentive Plan Proposal - to consider and vote upon a proposal to approve and adopt the 2021 Incentive Plan (as defined herein), including the authorization of the initial share reserve thereunder (Proposal No. 4);
   
5. The ESPP Proposal - to consider and vote upon a proposal to approve and adopt the ESPP (as defined herein), including the authorization of the initial share reserve thereunder (Proposal No. 5);
   
6. The Director Election Proposal - to consider and vote upon a proposal to approve, assuming the Business Combination Proposal is approved and adopted, the appointment of seven directors who, upon consummation of the Business Combination, will become directors of BCYP, as applicable, and until their respective successors are duly elected and qualified (Proposal No. 6); and
   
7. The Adjournment Proposal - to consider and vote upon a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve the Business Combination Proposal, the Charter Amendment Proposal, the Nasdaq Proposal, the Incentive Plan Proposal, the ESPP Proposal or the Director Election Proposal (Proposal No. 7).

 

Each of these proposals is more fully described in the accompanying proxy statement/prospectus, which we encourage you to read carefully and in its entirety before voting.

 

The BCYP Board has set                , 2021 as the record date for the Special Meeting. Only holders of record of BCYP Common Stock at the close of business                , 2021 are entitled to notice of the Special Meeting and to have their votes counted at the Special Meeting and any adjournments or postponements of the Special Meeting.

 

After careful consideration, the BCYP Board has unanimously approved the Business Combination Agreement and the transactions contemplated thereby and recommends that you vote “FOR” the Business Combination Proposal, “FOR” the Charter Amendment Proposal, “FOR” the Nasdaq Proposal, “FOR” the Incentive Plan Proposal, “FOR” the ESPP Proposal, “FOR” the Director Election Proposal and “FOR” the Adjournment Proposal (if necessary). When you consider the BCYP board’s recommendation of these proposals, you should keep in mind that our directors and executive officers have interests in the business combination that are different from, or in addition to, the interests of BCYP stockholders generally. Please see “Proposal No. 1 - The Business Combination Proposal - Interests of BCYP’s Directors and Officers in the Merger” for additional information. The BCYP board was aware of and considered these interests, among other matters, in evaluating and negotiating the transactions by the Business Combination Agreement and in recommending to the BCYP stockholders that they vote in favor of the proposals presented at the Special Meeting.

 

Approval of the Business Combination Proposal, the Nasdaq Proposal, the Incentive Plan Proposal, the ESPP Proposal and the Adjournment Proposal (if necessary) each requires the majority of the votes cast by the BCYP stockholders present online or represented by proxy at the Special Meeting.

 

Approval of the Charter Amendment Proposal requires the affirmative vote of the holders of a majority of outstanding BCYP Common Stock, voting separately as a single class.

 

In order to be elected as a director as described in the Director Election Proposal, a nominee must receive a plurality of all the votes cast at the Special Meeting, which means that the nominees with the most votes are elected.

 

 

 

 

If BCYP’s stockholders fail to approve the Business Combination Proposal, the Business Combination will not occur. If BCYP’s stockholders fail to approve the Business Combination Proposal, the Charter Amendment Proposal, the Nasdaq Proposal, the Incentive Plan Proposal, the ESPP Proposal, or the Director Election Proposal, the Business Combination will not occur.

 

Pursuant to the BCYP Bylaws, a majority of the shares entitled to vote, represented at the Special Meeting or by proxy, will constitute a quorum for the transaction of business at the Special Meeting. Under the General Corporation Law of the State of Delaware, shares that are voted “abstain” or “withheld” are counted as present for purposes of determining whether a quorum is present at the Special Meeting. If you fail to return your proxy card and do not vote online during the Special Meeting, if you abstain from voting, or if you hold your shares in “street name” through a broker or other nominee and fail to give such nominee voting instructions (a “broker non-vote”), it will have the same effect as a vote “AGAINST” the Charter Amendment Proposal but will not affect the Business Combination Proposal, the Nasdaq Proposal, the Incentive Plan Proposal, the ESPP Proposal, the Director Election Proposal or the Adjournment Proposal. If you are a BCYP stockholder (other than the Initial Stockholders), you may exercise your redemption rights regardless of whether you vote or abstain from voting on any of the proposals, including the Business Combination proposal.

 

All BCYP stockholders are cordially invited to participate in the virtual Special Meeting by accessing                     . To ensure your representation at the Special Meeting, however, we urge you to complete, sign, date and return the enclosed proxy card as soon as possible. If you are a stockholder of record, you may also cast your vote online during the virtual Special Meeting.

 

IF YOU SIGN, DATE AND RETURN YOUR PROXY CARD WITHOUT INDICATING HOW YOU WISH TO VOTE, YOUR PROXY WILL BE VOTED “FOR” EACH OF THE PROPOSALS PRESENTED AT THE SPECIAL MEETING.

 

YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES OF BCYP COMMON STOCK YOU OWN. Whether or not you plan to participate in the Special Meeting, please complete, sign, date and mail the enclosed proxy card in the postage-paid envelope provided at your earliest convenience. You may also submit a proxy by telephone or via the Internet by following the instructions printed on your proxy card. If you hold your shares through a broker, bank or other nominee, you should direct the vote of your shares in accordance with the voting instruction form received from your broker, bank or other nominee.

 

Pursuant to the BCYP amended and restated certificate of incorporation, BCYP is providing its public stockholders (“Public Stockholders”) with the opportunity to redeem, upon the closing of the Business Combination, the shares of BCYP Common Stock (“Public Shares”) issued in BCYP’s initial public offering (the “Initial Public Offering”) for cash equal to their pro rata portion of the aggregate amount on deposit (as of two business days prior to the closing of the Business Combination) in the trust account (the “Trust Account”) that holds the proceeds (including interest earned on the funds held in the Trust Account and not previously released to BCYP to pay its taxes) of the Initial Public Offering. For illustrative purposes, based on funds in the Trust Account of approximately $                 on the close of business on                , 2021 (the “Record Date”), the estimated per share redemption price would have been approximately $                . Public Stockholders may elect to redeem Public Shares even if they vote for the Business Combination or abstain from voting on the Business Combination. A Public Stockholder, together with any of his, her or its affiliates or any other person with whom he, she or it is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the shares of BCYP Common Stock issued in the Initial Public Offering without the prior consent of BCYP. BCYP’s Sponsor, officers and directors have agreed to waive their redemption rights with respect to any shares of BCYP Common Stock they may hold in connection with the closing of the Business Combination, and such shares will be excluded from the pro rata calculation used to determine the pre-share redemption price. The Sponsor and BCYP’s officers and directors have agreed to vote any shares of BCYP Common Stock owned by them in favor of the Business Combination Proposal, which represents approximately                % of the voting power of BCYP as of the Record Date.

 

The Business Combination Agreement provides that consummating the Business Combination is conditional on having net tangible assets of at least $5,000,001; however, the unaudited pro forma condensed combined information does not include this assumption as SAB Biotherapeutics has a significant equity balance and would still be able to consummate the transaction even if all public BCYP shareholders redeemed their Public Shares which we determined is not probable. 

 

 

 

 

If you have any questions or need assistance with voting, please contact BCYP’s proxy solicitor, Kingsdale Advisors, at 1-800-775-1986 or by email at: contactus@kingsdaleadvisors.com.

 

Please read carefully the sections in the proxy statement/prospectus regarding attending and voting at the Special Meeting to ensure that you comply with these requirements.

 

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST, PRIOR TO 5:00 P.M., EASTERN TIME, ON                 (TWO (2) BUSINESS DAYS BEFORE THE BCYP SPECIAL MEETING), TENDER YOUR SHARES PHYSICALLY OR ELECTRONICALLY AND SUBMIT A REQUEST IN WRITING THAT WE REDEEM YOUR PUBLIC SHARES FOR CASH TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY. PLEASE ALSO AFFIRMATIVELY CERTIFY IN YOUR REQUEST TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY FOR REDEMPTION IF YOU “ARE” OR “ARE NOT” ACTING IN CONCERT OR AS A “GROUP” (AS DEFINED IN SECTION 13(D)(3) OF THE EXCHANGE ACT) WITH ANY OTHER STOCKHOLDER WITH RESPECT TO SHARES OF COMMON STOCK. YOU MUST

 

ACT IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS. IF THE BUSINESS COMBINATION IS NOT CONSUMMATED, THEN THE PUBLIC SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “THE BCYP SPECIAL MEETING — REDEMPTION RIGHTS” IN THIS PROXY STATEMENT/PROSPECTUS FOR MORE SPECIFIC INSTRUCTIONS.

 

THIS PROXY STATEMENT/PROSPECTUS INCORPORATES IMPORTANT BUSINESS AND FINANCIAL INFORMATION ABOUT BCYP AND SAB BIOTHERAPEUTICS THAT IS NOT INCLUDED IN OR DELIVERED HEREWITH. THIS INFORMATION IS AVAILABLE WITHOUT CHARGE TO STOCKHOLDERS OF BCYP UPON WRITTEN OR ORAL REQUEST. IF YOU WOULD LIKE TO MAKE SUCH REQUEST, YOU SHOULD CONTACT BCYP IN WRITING AT:

 

Big Cypress Acquisition Corp.
300 W. 41st Street, Suite 202
Miami Beach, FL 33140
Email: sam@bigcypressaccorp.com
Attention: Samuel J. Reich, Chief Executive Officer

 

TO OBTAIN TIMELY DELIVERY, YOU MUST REQUEST THE INFORMATION NO LATER THAN                , 2021, WHICH IS FIVE BUSINESS DAYS BEFORE THE DATE YOU MUST MAKE YOUR INVESTMENT DECISION.

 

  BY ORDER OF THE BOARD OF DIRECTORS
   
   
  Samuel J. Reich
  Chief Executive Officer
   
                 , 2021

 

 

 

 

TABLE OF CONTENTS

 

ABOUT THIS PROXY STATEMENT/PROSPECTUS   1
FREQUENTLY USED TERMS   2
QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION   5
SUMMARY OF THE PROXY STATEMENT/PROSPECTUS   19
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF SAB BIOTHERAPEUTICS   32
SELECTED HISTORICAL FINANCIAL INFORMATION OF BCYP   32
SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION   35
COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA COMBINED PER SHARE FINANCIAL INFORMATION   36
TRADING MARKET AND DIVIDENDS   37
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS   38
RISK FACTORS   40
RISKS RELATED TO BCYP AND THE BUSINESS COMBINATION   47
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION   62
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS   68
BCYP SPECIAL MEETING OF STOCKHOLDERS   70
PROPOSAL NO. 1 - THE BUSINESS COMBINATION PROPOSAL   74
PROPOSAL NO. 2 - THE CHARTER AMENDMENT PROPOSAL   99
PROPOSAL NO. 3 - THE NASDAQ PROPOSAL   101
PROPOSAL NO. 4-THE INCENTIVE PLAN PROPOSAL   103
PROPOSAL NO. 5-THE EMPLOYEE STOCK PURCHASE PLAN PROPOSAL   108
PROPOSAL NO. 6 - THE DIRECTOR ELECTION PROPOSAL   112
PROPOSAL NO 7.  - THE ADJOURNMENT PROPOSAL   113
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS   114
INFORMATION ABOUT SAB BIOTHERAPEUTICS   121
SAB BIOTHERAPEUTICS’ EXECUTIVE COMPENSATION   132
SAB BIOTHERAPEUTICS MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS   134
CERTAIN SAB BIOTHERAPEUTICS RELATIONSHIPS AND RELATED PERSON TRANSACTIONS   146
INFORMATION ABOUT BCYP   147
BCYP’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS   156
CERTAIN BCYP RELATIONSHIPS AND RELATED PERSON TRANSACTIONS   159
MANAGEMENT OF NEW SAB BIOTHERAPEUTICS AFTER THE BUSINESS COMBINATION   160
DESCRIPTION OF NEW SAB BIOTHERAPEUTICS’ SECURITIES   162
COMPARISON OF STOCKHOLDER RIGHTS   166
SHARES ELIGIBLE FOR FUTURE SALE   174
BENEFICIAL OWNERSHIP OF SECURITIES   176
MARKET PRICE AND DIVIDEND INFORMATION   177
ADDITIONAL INFORMATION   178
WHERE YOU CAN FIND MORE INFORMATION   179
INDEX TO FINANCIAL STATEMENTS   F-1
INFORMATION NOT REQUIRED IN PROSPECTUS   II-1

 

i

 

 

ABOUT THIS PROXY STATEMENT/PROSPECTUS

 

This document, which forms part of a registration statement on Form S-4 filed with the U.S. Securities and Exchange Commission (the “SEC”) by BCYP (File No. 333- ), constitutes a proxy statement/prospectus of BCYP under Section 5 of the Securities Act, with respect to the shares of New SAB Biotherapeutics Common Stock to be issued if the Business Combination described below is consummated. This document also constitutes a notice of meeting and a proxy statement/prospectus under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) with respect to the Special Meeting of BCYP stockholders at which BCYP stockholders will be asked to consider and vote upon a proposal to approve the Business Combination by the approval and adoption of the Business Combination Agreement, among other matters.

 

You should rely only on the information contained in, or incorporated by reference into, this proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement/prospectus. This proxy statement/prospectus is dated as of the date set forth on the cover hereof. You should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than that date. You should not assume that the information incorporated by reference into this proxy statement/prospectus is accurate as of any date other than the date of such incorporated document. Neither the mailing of this proxy statement/prospectus to BCYP stockholders nor the issuance by BCYP of its common stock in connection with the Business Combination will create any implication to the contrary.

 

Information contained in this proxy statement/prospectus regarding BCYP and its business, operations, management and other matters has been provided by BCYP and information contained in this proxy statement/prospectus regarding SAB Biotherapeutics and its business, operations, management and other matters has been provided by SAB Biotherapeutics.

 

This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities, or the solicitation of a proxy or consent, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

 

1
 

 

FREQUENTLY USED TERMS

 

Unless otherwise stated in this proxy statement/prospectus, the terms, “we,” “us,” “our” or “BCYP” refer to Big Cypress Acquisition Corp., a Delaware corporation, and the terms “New SAB Biotherapeutics,” “Combined Company” and “post-combination company” refer to SAB Biotherapeutics, Inc. and its subsidiaries following the consummation of the Business Combination.

 

Further, in this document:

 

“Adjournment Proposal” means a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve one or more proposals presented to stockholders for vote at such Special Meeting.

 

“Amendment No. 1 to Business Combination Agreement” means the amendment to the Business Combination Agreement dated as of August 12, 2021 by and among BCYP, Merger Sub, SAB Biotherapeutics, and Big Cypress Acquisition Corp.

 

“Broker Non-Vote” means the failure of a BCYP stockholder, who holds his or her shares in “street name” through a broker or other nominee, to give voting instructions to such broker or other nominee.

 

“Business Combination” means the transactions contemplated by the Business Combination Agreement.

 

“Business Combination Agreement” means the Business Combination Agreement, dated as of June 21, 2021 and as amended by Amendment No. 1 to Business Combination Agreement, as may be amended, by and among BCYP, Merger Sub, SAB Biotherapeutics, and Big Cypress Acquisition Corp.

 

“Business Combination Proposal” means the proposal to approve the adoption of the Business Combination Agreement and the Business Combination.

 

“BCYP” refers to Big Cypress Acquisition Corp., a Delaware corporation.

 

“BCYP Board” means the board of directors of BCYP.

 

“BCYP Common Stock” means BCYP’s Common Stock, par value $0.0001 per share.

 

“BCYP IPO” or “IPO” means BCYP’s initial public offering of units, consummated on January 14, 2021.

 

“BCYP Public Stockholders” means the holders of shares of BCYP Common Stock.

 

“BCYP Stockholders Support Agreement” means the BCYP Stockholders Support Agreement, dated as of June 21, 2021, by and among BCYP, New SAB Biotherapeutics, SAB Biotherapeutics, and the holders of the Founder Shares, a copy of which is included as Exhibit 10.1 to BCYP’s Current Report on Form 8-K, filed with the SEC on June 22, 2021.

 

“BCYP Warrants” means the Public Warrants and the Private Placement Warrants.

 

“Closing” means the consummation of the Business Combination.

 

“Closing Date” means the date upon which the Closing is to occur.

 

“Code” means the Internal Revenue Code of 1986, as amended.

 

“Combined Company” means New SAB Biotherapeutics and its consolidated subsidiaries after giving effect to the Business Combination.

 

“DGCL” means the Delaware General Corporation Law.

 

“Earnout Escrow Account” means an escrow account to be established pursuant to the Earnout Escrow Agreement to hold the Earnout Shares until they are released to the former holders of SAB Biotherapeutics Common Stock and Preferred Stock or returned to New SAB Biotherapeutics to be held as treasury shares.

 

“Earnout Escrow Agreement” means the Escrow Agreement to be entered at Closing, by and among BCYP, Shareholder Representative Services LLC, as the stockholder representative, and Continental Stock Transfer and Trust Company.

 

“Earnout Period” means the five-year period following the closing.

 

“Earnout RSUs” means the restricted stock units issued to holders of vested options to purchase shares of SAB Biotherapeutics’ common stock as contemplated in the Business Combination Agreement. Each Earnout RSU will be settled in shares of New SAB Biotherapeutics Common Stock issued to holders of vested options to purchase SAB Biotherapeutics Common Stock subject to certain condition as contemplated in the Business Combination Agreement.

 

2
 

 

“Earnout Shares” means the shares of New SAB Biotherapeutics Common Stock being issued into escrow at the closing pursuant to the Business Combination Agreement and the Escrow Agreement, which will be returned to New SAB Biotherapeutics and become treasury shares, in whole or in part, if certain conditions are not met within the Earnout Period.

 

“Equity Value” means the equity value of SAB Biotherapeutics, Inc. which is agreed upon to be $300 million.

 

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

 

“Effective Time” means the time at which the Merger becomes effective.

 

“ESPP” means the New SAB Biotherapeutics 2021 Employee Stock Purchase Plan as described in Proposal No. 4.

 

“Founder Shares” means the 2,875,000 shares of BCYP Common Stock, par value $0.0001 per share issued to the Initial Stockholders prior to the BCYP IPO.

 

“GAAP” means United States generally accepted accounting principles.

 

“Incentive Plan Proposal” means the New SAB Biotherapeutics 2021 Omnibus Equity Incentive Plan Proposal as described in Proposal No. 4.

 

“Investment Company Act” means the Investment Company Act of 1940, as amended.

 

“Initial Stockholders” means the Sponsor, Ladenburg Thalmann & Co. Inc. and certain of its employees, who collectively hold all of the Founder Shares.

 

“Investor Support Agreement” means the BCYP Stockholders Support Agreement, dated as of June 21, 2021, by and among BCYP and certain BCYP stockholders, a form of which is included as Annex D to this prospectus/proxy statement.

 

“JOBS Act” means the Jumpstart Our Business Startups Act of 2012, as amended.

 

“Merger” means the merging of Merger Sub with and into SAB Biotherapeutics, with SAB Biotherapeutics surviving the Merger as a wholly owned subsidiary of BCYP.

 

“Merger Sub” means Big Cypress Merger Sub Inc., a Delaware corporation.

 

“Nasdaq” means The Nasdaq Stock Market.

 

“Nasdaq Capital Market” means the Capital Market tier of The Nasdaq Stock Market.

 

“Nasdaq Global Market” means the Global Market tier of The Nasdaq Stock Market.

 

“New SAB Biotherapeutics” refers to BCYP after completion of the merger.

 

“New SAB Biotherapeutics Common Stock” means the shares of common stock of New SAB Biotherapeutics, par value $0.0001 per share.

 

“New SAB Biotherapeutics Preferred Stock” means the shares of preferred stock of New SAB Biotherapeutics, par value $0.0001 per share.

 

“PCAOB” means the Public Company Accounting Oversight Board.

 

“Private Placement Units” means the 417,200 Units containing BCYP Common Stock and half warrant to purchase BCYP Common Stock purchased in a private placement in connection with the IPO.

 

“Private Placement Warrants” means the warrants included in the Private Placement Units, each such whole warrant is exercisable for one share of BCYP Common Stock, in accordance with its terms.

 

“Public Shares” means shares of BCYP Common Stock issued as part of the units sold in the BCYP IPO.

 

“Public Units” means 11,500,000 units issued in connection with the BCYP IPO, each of which consisted of one share of BCYP Common Stock and one-half of one Public Warrant.

 

3
 

 

“Public Warrants” means the warrants included in the units sold in BCYP’s IPO, each of which is exercisable for one share of BCYP Common Stock, in accordance with its terms.

 

“SAB” and “SAB Biotherapeutics” refer to SAB Biotherapeutics, Inc., a Delaware corporation.

 

“SAB Biotherapeutics Board” means the board of directors of SAB Biotherapeutics.

 

“SAB Biotherapeutics Merger Proposal” means the proposal to SAB Biotherapeutics stockholders to adopt the Business Combination Agreement and the other transactions contemplated by the Business Combination Agreement.

 

“SAB Stockholder Support Agreement” means the SAB Stockholder Support Agreement, dated as of June 21, 2021, by and among BCYP and certain SAB Biotherapeutics stockholders, a copy of which is included as Exhibit 10.3 to BCYP’s Current Report on Form 8-K, dated June 22, 2021.

 

“SEC” means the U.S. Securities and Exchange Commission.

 

“Securities Act” means the Securities Act of 1933, as amended.

 

“Sponsor” means Big Cypress Holdings, LLC, a Delaware limited liability company.

 

“Trust Account” means the trust account that holds a portion of the proceeds of the BCYP IPO and the concurrent sale of the Private Placement Warrants.

 

“Units” means the 11,500,000 Public Units and the 417,200 Private Placement Units.

 

4
 

 

QUESTIONS AND ANSWERS

 

The following are answers to certain questions that you may have regarding the merger and the stockholder meeting. We urge you to read carefully the remainder of this proxy statement/prospectus because the information in this section may not provide all the information that might be important to you in determining how to vote. Additional important information is also contained in the annexes to this document.

 

QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION

 

Q: WHAT IS THE MERGER?
   
A: BCYP, Merger Sub, a wholly-owned subsidiary of BCYP, and SAB Biotherapeutics have entered into the Business Combination Agreement, pursuant to which Merger Sub will merge with and into SAB Biotherapeutics, with SAB Biotherapeutics surviving the merger as a wholly-owned subsidiary of BCYP.
   
  BCYP will hold the Special Meeting to, among other things, obtain the approvals required for the merger and the other transactions contemplated by the Business Combination Agreement, and you are receiving this proxy statement/prospectus in connection with such meeting.
   
  For more information on the Business Combination Agreement and the Merger, see “The Business Combination Agreement.” In addition, a copy of the Business Combination Agreement is attached as Annex A and a copy of Amendment No. 1 to Business Combination Agreement is attached as Annex B. We urge you to read carefully this proxy statement/prospectus and the Business Combination Agreement in their entirety.
   
Q: WHY AM I RECEIVING THIS DOCUMENT?
   
A: BCYP is sending this proxy statement/prospectus to its stockholders to help them decide how to vote their shares of BCYP Common Stock with respect to the matters to be considered at the Special Meeting.
   
  The merger cannot be completed unless BCYP’s stockholders approve the Business Combination Proposal, the Charter Amendment Proposal, the Nasdaq Proposal, the Incentive Plan Proposal, the ESPP Proposal and the Director Election Proposal set forth in this proxy statement/prospectus for their approval. Information about the Special Meeting, the merger and the other business to be considered by stockholders at the Special Meeting is contained in this proxy statement/prospectus.
   
  This document constitutes a proxy statement of BCYP and a prospectus of BCYP. It is a proxy statement because the BCYP Board is soliciting from its stockholders proxies using this proxy statement/prospectus. It is a prospectus because BCYP, in connection with the Merger, is offering shares of BCYP Common Stock in exchange for the outstanding shares of SAB Biotherapeutics common and preferred stock in the merger. See “The Business Combination Agreement - Merger Consideration.”
   
Q: WHAT WILL SAB BIOTHERAPEUTICS STOCKHOLDERS RECEIVE IN THE MERGER?
   
A: If the Merger is completed, at the Effective Time of the Merger:

 

 

Each outstanding share of SAB Biotherapeutics Common Stock and SAB Biotherapeutics Preferred Stock will be automatically cancelled, extinguished and converted into a number of shares of New SAB Biotherapeutics Common Stock, based on SAB Biotherapeutics’ Equity Value and based on a conversion rate of $10.10;

     
  The holders of shares of SAB Biotherapeutics Common Stock and Preferred Stock will be entitled to receive their pro rata share of up to approximately additional shares of New SAB Biotherapeutics Common Stock being issued into escrow (the “Earnout Escrow Account”) at the closing (the “Earnout Shares”), which will be released if certain conditions are met within a five-year period following the closing of the Business Combination (the “Earnout Period”), pursuant to the terms and subject to the conditions set forth in the Business Combination Agreement and the Earnout Escrow Agreement; and
     
  Each outstanding vested and unvested option to purchase shares of SAB Biotherapeutics’ common stock will be canceled in exchange for a comparable option to purchase New SAB Biotherapeutics Common Stock, based on SAB Biotherapeutics’ Equity Value and based on a conversion rate of $10.10. In addition, the holders of such vested options shall also receive in the aggregate, approximately _________ restricted stock units (the “Earnout RSUs”). Each Earnout RSU will be settled in shares of New SAB Biotherapeutics Common Stock, subject to the same milestones applicable to the Earnout Shares.

 

5
 

 

  For purposes herein and the Business Combination Agreement, SAB Biotherapeutics’ equity value is deemed to be an agreed upon amount equal to $300 million. The total number of shares of New SAB Biotherapeutics Common Stock expected to be issued at the Effective Time of the Merger (and upon exercise of the vested options to purchase SAB Biotherapeutics Common Stock) is approximately 29,702,970 shares.
   
 

The total maximum number of Earnout Shares and shares underlying the Earnout RSUs will be equal to 12,000,000 additional shares of New SAB Biotherapeutics Common Stock in the aggregate.

 

At the effective time, New SAB Biotherapeutics will issue and deliver to the Earnout Escrow Agent approximately                               shares of New SAB Biotherapeutics Common Stock , which shares shall be allocated on a pro rata basis among the SAB Biotherapeutics stockholders who have received shares of New SAB Biotherapeutics Common Stock in accordance with the Business Combination Agreement and the Earnout Escrow Agreement (the “Stockholder Earnout Group”).

 

The Earnout Shares shall be released and delivered to the Stockholder Earnout Group as follows:

 

  25% of the Earnout Shares will be released from the Earnout Escrow Account to the Stockholder Earnout Group if, within the Earnout Period, the volume weighted share price of the New SAB Biotherapeutics Common Stock equals or exceeds $15.00 during at least 20 trading days within a 30-day trading period;
     
  25% of the Earnout Shares will be released from the Earnout Escrow Account to the Stockholder Earnout Group if, within the Earnout Period, the volume weighted share price of the New SAB Biotherapeutics Common Stock equals or exceeds $20.00 during at least 20 trading days within a 30-day trading period;
     
  25% of the Earnout Shares will be released from the Earnout Escrow Account to the Stockholder Earnout Group if, within the Earnout Period, the volume weighted share price of the New SAB Biotherapeutics Common Stock equals or exceeds $25.00 during at least 20 trading days within a 30-day trading period; and
     
  25% of the Earnout Shares will be released from the Earnout Escrow Account to the Stockholder Earnout Group if, within the Earnout Period, the volume weighted share price of the New SAB Biotherapeutics Common Stock equals or exceeds $30.00 during at least 20 trading days within a 30-day trading period.

 

  Each tranche of Earnout Shares will also be earned and released to the Stockholder Earnout Group in the event of a change in control of New SAB Biotherapeutics during the Earnout Period that results in the holders of New SAB Biotherapeutics Common Stock receiving per-share aggregate consideration equal to or in excess of the applicable tranche of Earnout Shares (which calculation shall be determined by dividing the total aggregate value of the consideration to be paid in the change of control transaction by the total number of shares of New SAB Biotherapeutics Common Stock outstanding prior to the change of control transaction, assuming that, with respect to the applicable tranche of shares of New SAB Biotherapeutics Common Stock, only the applicable tranche of such Earnout Shares shall be deemed outstanding Parent Shares).

   
  Fractional Shares. No fraction of a share of New SAB Biotherapeutics Common Stock will be issued by virtue of the Merger or the other transactions contemplated thereby, and each person who would otherwise be entitled to a fraction of a share of New SAB Biotherapeutics Common Stock (after aggregating all fractional shares of New SAB Biotherapeutics Common Stock that otherwise would be received by such holder) will instead receive the number of shares of New SAB Biotherapeutics Common Stock issued to such person rounded in the aggregate to the nearest whole share of New SAB Biotherapeutics Common Stock.
   
  For further information, see “The Business Combination Agreement.”

 

Q: WHAT EQUITY PERCENTAGE WILL CURRENT BCYP SHAREHOLDERS AND CURRENT EQUITYHOLDERS OF SAB BIOTHERAPEUTICS HOLD IN NEW SAB BIOTHERAPEUTICS IMMEDIATELY AFTER THE CONSUMMATION OF THE BUSINESS COMBINATION?
   
A: As of the date of this proxy statement/prospectus, there are an aggregate of 14,792,200 shares of Common Stock outstanding, including 3,292,200 shares of Common Stock held by the Initial Stockholders, and the total number of shares of New SAB Biotherapeutics Common Stock expected to be issued at the Effective Time of the Business Combination as merger consideration (and upon exercise of the vested options to purchase SAB Biotherapeutics Common Stock) is approximately 29,702,970 shares. The following table illustrates the estimated equity percentage in New SAB Biotherapeutics immediately following the consummation of the Business Combination, based on the varying levels of redemptions by the public shareholders and the following additional assumptions:

 

   Share Ownership in New SAB Biotherapeutics(1) 
   No Redemptions   Midpoint (2)   Maximum redemptions(3) 
   Percentage of
Outstanding Shares
   Percentage of
Outstanding Shares
   Percentage of
Outstanding Shares
 
BCYP Public Stockholders   26.20%   15.07%   0.00%
Initial Stockholders (4)   6.14%   7.06%   8.31%
SAB Biotherapeutics Stockholders (5)   67.67%   77.87%   91.69%
TOTAL   100%   100%   100%

 

(1) As of July 31, 2021. Percentages may not add to 100% due to rounding. Excludes 5,958,600 warrants to acquire shares of Common Stock. Excludes up to 598,580 shares of Common Stock that may be vested to the Initial Stockholders. Excludes the Earnout Shares being issued into the Earnout Escrow Account and shares underlying the Earnout RSUs (12,000,000 additional shares of New SAB Biotherapeutics Common Stock in the aggregate). Excludes options to acquire shares of Common Stock under equity plans following consummation of the Business Combination.
   
(2) Assumes that 50% of the 14,792,200 outstanding Public Shares (being our estimate of the maximum number of public shares that could be redeemed in connection with the Business Combination) are redeemed in connection to the Business Combination.
   
(3) Assumes that 14,792,200 outstanding Public Shares (being our estimate of the maximum number of public shares that could be redeemed in connection with the Business Combination) are redeemed in connection to the Business Combination.
   
(4) Excludes up to 598,580 shares of Common Stock that may be vested to the Initial Stockholders.
   
(5) Excludes the Earnout Shares being issued into the Earnout Escrow Account and shares underlying the Earnout RSUs (12,000,000 additional shares of New SAB Biotherapeutics Common Stock in the aggregate).

 

See “The Business Combination Agreement - Conditions to the Closing of the Business Combination.”

 

Q: WHEN WILL THE MERGER BE COMPLETED?
   
A: The parties currently expect that the Merger will be completed during the fourth quarter of 2021. However, neither BCYP nor SAB Biotherapeutics can assure you of when or if the Merger will be completed and it is possible that factors outside of the control of both companies could result in the Merger being completed at a different time or not at all. BCYP must first obtain the approval of BCYP stockholders for each of the proposals set forth in this proxy statement/prospectus for their approval (other than the Adjournment Proposal), SAB Biotherapeutics must first obtain the written consent of SAB Biotherapeutics stockholders to adopt the SAB Biotherapeutics Merger Proposal, and BCYP and SAB Biotherapeutics must also first obtain certain necessary regulatory approvals and satisfy other closing conditions. See “The Business Combination Agreement - Conditions to the Closing of the Business Combination.”

 

6
 

 

Q: WHAT HAPPENS IF THE MERGER IS NOT COMPLETED?
   
A:

If the Merger is not completed, SAB Biotherapeutics stockholders will not receive any consideration for their shares of SAB Biotherapeutics Common Stock and SAB Biotherapeutics Preferred Stock. Instead, SAB Biotherapeutics will remain a privately-held independent company. See “The Business Combination Agreement - Termination” and “Risk Factors.”

   
Q: WHAT ARE THE CONDITIONS TO COMPLETION OF THE BUSINESS COMBINATION?
   
A: There are a number of closing conditions in the Business Combination Agreement, including, but not limited to, that BCYP and SAB Biotherapeutics stockholders have approved the Merger and adopted the Business Combination Agreement. For a summary of the conditions that must be satisfied or waived prior to Closing of the Business Combination, see “The Business Combination Agreement - Conditions to the Closing of the Business Combination.”
   
Q: WHAT HAPPENS TO THE FUNDS HELD IN THE TRUST ACCOUNT UPON CLOSING?
   
A: If the Business Combination is consummated, the funds in the Trust Account will be released to pay:

 

  holders of Public Shares who properly exercise their redemption rights;
     
  the underwriters their deferred underwriting commissions from the Initial Public Offering, and the fees, costs and expenses of certain other financial and other advisors of BCYP and SAB Biotherapeutics;
     
  certain other fees, costs and expenses that were incurred by BCYP or SAB Biotherapeutics in connection with the transactions contemplated by the Business Combination and pursuant to the terms of the Business Combination Agreement; and
     
  unpaid franchise and income taxes of BCYP.

 

  The remainder of the funds will be used for general corporate purposes, including for maintenance or expansion of operations of post-transaction business, research and development activities, the payment of principal or interest due on indebtedness incurred in completing the Business Combination, to fund the purchase of other assets or companies or for working capital.

 

Q: DID THE BCYP BOARD OF DIRECTORS OBTAIN A THIRD-PARTY VALUATION OR FAIRNESS OPINION IN DETERMINING WHETHER OR NOT TO PROCEED WITH THE MERGER?
   
A: The BCYP Board did not obtain a third-party valuation or fairness opinion in connection with their determination to approve the Merger. BCYP’ s officers, directors and advisors have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and concluded that their experience and backgrounds, together with the experience and sector expertise of BCYP’s financial advisors, enabled them to make the necessary analyses and determinations regarding the merger. In addition, BCYP’s officers, directors and advisors have substantial experience with mergers and acquisitions. Accordingly, investors will be relying solely on the judgment of the BCYP Board in valuing SAB Biotherapeutics’ business in the context of that collective experience.

 

7
 

 

Q: DO ANY OF BCYP’S DIRECTORS OR OFFICERS HAVE INTERESTS IN THE MERGER THAT MAY DIFFER FROM OR BE IN ADDITION TO THE INTERESTS OF BCYP STOCKHOLDERS?
   
A: BCYP’s directors and executive officers may have interests in the merger that may be different from, or in addition to, the interests of BCYP stockholders generally. The BCYP Board was aware of and considered these interests to the extent such interests existed at the time, among other matters, in approving the Business Combination Agreement and in recommending that the Business Combination Agreement and the transactions contemplated thereby be approved by BCYP stockholders. These interests include:

 

  If the Business Combination with SAB Biotherapeutics or another business combination is not consummated by April 14, 2022 (or October 14, 2022, if the Sponsor extends the period of time to consummate a business combination twice, each time by an additional three months in accordance with the organizational documents of BCYP), BCYP will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding Public Shares for cash and, subject to the approval of its remaining stockholders and Board, dissolving and liquidating. In such event, the 2,875,000 Founder Shares held by the Initial Stockholder, which were acquired for an aggregate purchase price of $25,000 prior to the Initial Public Offering, and the 417,200 Private Placement Units, which were acquired at a purchase price of $10.00 per unit contemporaneously with the BCYP IPO, would be worthless because the holders are not entitled to participate in any redemption or distribution with respect to such shares or units. Such shares had an aggregate market value of approximately $             million based upon the closing price of $            per share on Nasdaq on the BCYP Record Date.
     
  The Business Combination Agreement provides for the continued indemnification of BCYP’s current directors and officers and the continuation of directors’ and officers’ liability insurance covering BCYP’s current directors and officers.
     
  With certain limited exceptions, the Founder Shares will not be transferable or assignable by our Sponsor or any other holder thereof until the earlier of (A) 180 days after the completion of our initial business combination or (B) subsequent to our initial business combination, the date on which we complete a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of our Public Stockholders having the right to exchange their shares of BCYP Common Stock for cash, securities or other property.
     
  Our Sponsor will be party to the Amended and Restated Registration Rights Agreement, which will come into effect at the Effective Time.
     
  Current directors Samuel J. Reich and Jeffrey G. Spragens will remain as directors of Combined Company after the consummation of the Business Combination and it is expected that Mr. Reich will serve as the Executive Chairman of the Board of the Combined Company after the Business Combination is effected.
     
  The interest of BCYP’s directors and officers in completing a business combination may present a conflict of interest with their determination as to whether the business combination or any changes or waivers in the terms of the transactions contemplated thereby are appropriate and in our stockholders’ best interest.

 

  These interests may influence BCYP’s directors in making their recommendation that you vote in favor of the approval of the Business Combination. See “Proposal 1 - The Business Combination Proposal - Interests of BCYP’s Directors and Officers in the Merger.”

 

  QUESTIONS AND ANSWERS ABOUT BCYP’S SPECIAL STOCKHOLDER MEETING

 

Q: WHEN AND WHERE WILL THE SPECIAL MEETING TAKE PLACE?
   
A: The Special Meeting will be held on           , 2021, via live webcast, at the following address:            or such other date, time and place to which such meeting may be adjourned or postponed, to consider and vote upon the Proposals.

 

8
 

 

Q: HOW CAN I ATTEND THE SPECIAL MEETING?
   
A: You may attend the Special Meeting and vote your shares online during the Special Meeting via live webcast by visiting               . As a registered stockholder, you received a proxy card from Continental Stock Transfer and Trust Company (“Continental”), which contains instructions on how to attend the Special Meeting online, including the URL address, along with your control number. You will need the control number that is printed on your proxy card to enter the Special Meeting. If you do not have your control number, contact Continental at (917) 262-2373 or email Continental at proxy@continentalstock.com. Please note that you will not be able to physically attend the Special Meeting in person, but may attend the Special Meeting online by following the instructions below.
   
  You can pre-register to attend the Special Meeting online starting              , 2021. Enter the URL address into your browser, and enter your control number, name and email address. Once you pre-register you can vote or enter questions in the chat box. Prior to or at the start of the Special Meeting you will need to re-login using your control number and will also be prompted to enter your control number if you vote online during the Special Meeting. BCYP recommends that you log in at least 15 minutes before the Special Meeting to ensure you are logged in when the Special Meeting starts.
   
  If your shares are held in “street name”, you may attend the Special Meeting. You will need to contact Continental at the number or email address above to receive a control number and gain access to the Special Meeting or otherwise contact your broker, bank or other nominee as soon as possible to do so. Please allow up to 72 hours prior to the Special Meeting for processing your control number.
   
  If you do not have Internet capabilities, you can listen only to the Special Meeting by dialing               (outside of the U.S. and Canada), and when prompted enter the pin #              . This mode is listen-only, you will not be able to vote or enter questions during the Special Meeting.
   
Q: WHAT AM I BEING ASKED TO VOTE ON AND WHY IS THIS APPROVAL NECESSARY?
   
A: BCYP stockholders are being asked to vote on the following proposals:

 

  1. The Business Combination Proposal - to consider and vote upon a proposal to adopt the Agreement and Plan of Merger, dated as of June 21, 2021 (as it may be amended or restated from time to time, the “Business Combination Agreement”), by and among SAB Biotherapeutics, Inc. (“SAB Biotherapeutics”), BCYP and Big Cypress Merger Sub Inc. (“Merger Sub”) and approve the transactions contemplated thereby, pursuant to which Merger Sub will merge with and into SAB Biotherapeutics, with SAB Biotherapeutics surviving the merger as a wholly-owned subsidiary of BCYP (the “Business Combination”). A copy of the Business Combination Agreement is attached as Annex A and a copy of Amendment No. 1 to Business Combination Agreement is attached as Annex B to the accompanying proxy statement/prospectus (Proposal No. 1);
     
  2. The Charter Amendment Proposal - to consider and vote upon a proposal to approve and adopt the amended and restated certificate of incorporation of BCYP (the “Proposed Charter”), in the form attached to the accompanying proxy statement/prospectus as Annex C (Proposal No. 2), to:

 

  (a) provide that the name of BCYP shall be changed to “SAB Biotherapeutics, Inc.”
     
  (b) increase BCYP’s capitalization so that it will have 490,000,000 authorized shares of voting common stock and 10,000,000 authorized shares of preferred stock;
     
  (c) provide for the structure of BCYP Board immediately after the consummation of the Business Combination (the “Closing”), split into three classes of as even size as practicable, Class I, II, and III (instead of two classes), each to serve a term of three (3) years, provided that the initial term of the Class I directors will expire at the first annual meeting of stockholders occurring after the Closing, and the initial term of the Class II directors will expire at the second annual meeting of stockholders occurring after the Closing;

 

9
 

 

  (d) to provide that the removal of any director be only for cause and by the affirmative vote of at least two-thirds (2/3) of BCYP’s then-outstanding shares of capital stock entitled to vote generally in the election of directors and to require written notice of such proposed removal and the grounds for cause be given to the affected director at least forty five (45) days prior to any meeting to consider such removal;
     
  (e) to provide that amendments to the BCYP Bylaws will require the approval of at least two-thirds (2/3) of BCYP’s then-outstanding shares of capital stock entitled to vote generally in the election of directors, voting together as a single-class;
     
  (f) to provide that amendments to certain provisions of the Proposed Charter will require the approval of at least two-thirds (2/3) of BCYP’s then-outstanding shares of capital stock entitled to vote generally in the election of directors, voting together as a single class;
     
  (g) remove and change certain provisions in the BCYP Charter related to BCYP’s status as a special purpose acquisition company; and
     
  (h) to approve the Proposed Charter in the form attached as Annex C hereto, which includes the approval of all other changes in the Proposed Charter in connection with replacing the existing BCYP Charter with the Proposed Charter as of the Effective Time.

 

  3. The Nasdaq Proposal - to consider and vote upon a proposal to approve, for purposes of complying with the applicable provisions of Nasdaq (as defined below) Rules 5635(a), (b) and (d), the issuance of more than 20% of the issued and outstanding shares of BCYP Common Stock in connection with the transactions contemplated by the Business Combination Agreement, and the potential change of control in connection with the Business Combination (Proposal No. 3);
     
  4. The Incentive Plan Proposal - to consider and vote upon a proposal to approve and adopt the 2021 Incentive Plan (as defined herein), including the authorization of the initial share reserve thereunder (Proposal No. 4);
     
  5. The ESPP Proposal - to consider and vote upon a proposal to approve and adopt the ESPP (as defined herein), including the authorization of the initial share reserve thereunder (Proposal No. 5);
     
  6. The Director Election Proposal - to consider and vote upon a proposal to approve, assuming the Business Combination Proposal is approved and adopted, the appointment of seven directors who, upon consummation of the Business Combination, will become directors of BCYP and serve until their respective successors are duly elected and qualified (Proposal No. 6); and
     
  7. The Adjournment Proposal - to consider and vote upon a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve the Business Combination Proposal, the Charter Amendment Proposal, the Nasdaq Proposal, the Incentive Plan Proposal, the ESPP Proposal or the Director Election Proposal (Proposal No. 7).

 

10
 

 

Q: ARE THE PROPOSALS CONDITIONED ON ONE ANOTHER?
   
A:

Yes. Consummation of the transactions is conditioned on the approval of each of the Business Combination Proposal, the Charter Amendment Proposal, the Nasdaq Proposal, the Incentive Plan Proposal, the ESPP Proposal, and the Director Election Proposal. If any of these proposals is not approved, we will not consummate any of the transactions. Consummation of the Business Combination is conditioned on approval of each of (i) the Business Combination Proposal, (ii) the Charter Amendment Proposal, (iii) the Nasdaq Proposal, (iv) the Incentive Plan Proposal, and (v) the ESPP Proposal, and the Director Election Proposal, among other closing conditions described herein. The parties to the Business Combination Agreement may waive any of the conditions to its obligation to close the Business Combination Agreement and BCYP, SAB Biotherapeutics and Merger Sub may together waive the conditions to all of the parties’ obligations. However, pursuant to BCYP’s amended and restated certificate of incorporation, BCYP cannot consummate the Business Combination if it would have less than $5,000,001 of Net Tangible Assets remaining after the closing. For further information, see “The Business Combination Agreement.”

   
Q: WHAT CONSTITUTES A QUORUM AT THE SPECIAL MEETING?
   
A: A majority of the voting power of the issued and outstanding BCYP Common Stock entitled to vote at the Special Meeting must be represented at the meeting by virtual attendance or by proxy to constitute a quorum and in order to conduct business at the Special Meeting. If a BCYP stockholder fails to vote his, her or its shares online during the Special Meeting or by proxy, or if a broker fails to vote online during the Special Meeting or by proxy shares held by it in nominee name, such shares will not be counted for the purposes of establishing a quorum. If a BCYP stockholder who holds his, her or its shares in “street name” through a broker or other nominee fails to give voting instructions to such broker or other nominee (a “broker non-vote”) on all of the proposals set forth in this proxy statement/prospectus, such shares will not be counted in establishing if a quorum exists. An abstention from voting, shares represented at the Special Meeting by virtual attendance or by proxy but not voted on one or more proposals, or a broker non-vote, so long as the stockholder has given the broker or other nominee voting instructions on at least one of the proposals in this proxy statement/prospectus, will each count as present for the purposes of establishing a quorum. The Initial Stockholders, who hold the Founder Shares and the Private Placement Units, currently own 3,292,200 shares of BCYP Common Stock (comprised of 2,875,000 Founder Shares and 417,200 shares underlying the Private Placement Units), which is approximately 22% of the outstanding shares of BCYP Common Stock, have committed their shares to be present at the Special Meeting and will count towards this quorum. In the absence of a quorum, the chairman of the Special Meeting has power to adjourn the Special Meeting. As of the Record Date for the Special Meeting, the presence by virtual attendance or by proxy of shares of BCYP Common Stock (           representing               % of the Public Shares, in addition to the Founder Shares and the Private Placement Units) would be required to achieve a quorum.
   
Q: WHAT VOTE IS REQUIRED TO APPROVE EACH PROPOSAL AT THE SPECIAL MEETING?
   
A: The Business Combination Proposal: The affirmative vote of the holders of a majority of the votes cast by holders of outstanding shares of BCYP Common Stock represented at the Special Meeting by attendance via the virtual meeting website or by proxy and entitled to vote at the Special Meeting, is required to approve the Business Combination Proposal. BCYP stockholders must approve the Business Combination Proposal in order for the merger to occur. If BCYP stockholders fail to approve the Business Combination Proposal, the merger will not occur. As further discussed in the section entitled “Certain Other Agreements Related to the Merger - BCYP Stockholders Support Agreement”, the Sponsor has entered into an agreement with BCYP (the “BCYP Stockholders Support Agreement”) pursuant to which the Sponsor has agreed to vote shares representing approximately 22% of the aggregate voting power of the BCYP Common Stock in favor of the Business Combination Proposal.
   
  The Charter Amendment Proposal: The approval of each Charter Amendment Proposal requires the affirmative vote of the holders of a majority of outstanding BCYP Common Stock.
   
  The Nasdaq Proposal: The approval of the Nasdaq Proposal requires the affirmative vote of the holders of a majority of the total votes cast on such proposal.
   
  The Incentive Plan Proposal: The approval of the Incentive Plan Proposal requires the affirmative vote of the holders of a majority of the total votes cast on such proposal.

 

11
 

 

  The ESPP Proposal: The approval of the ESPP Proposal requires the affirmative vote of the holders of a majority of the total votes cast on such proposal.
   
  The Director Election Proposal: In order to be elected as a director as described in the Director Election Proposal, a nominee must receive a plurality of all the votes cast at the Special Meeting, which means that the nominees with the most votes are elected.
   
  The Adjournment Proposal: The approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority of the total votes cast on such proposal.
   
Q: WHY IS BCYP PROPOSING THE MERGER?
   
A: BCYP was organized to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (collectively, a “business combination”). In January 2021, BCYP completed its initial public offering, generating gross proceeds of $115,000,000. Since the BCYP IPO, BCYP’s activity has been limited to the evaluation of business combination candidates.
   
  Based on its due diligence investigations of SAB Biotherapeutics and the industry in which it operates, including the financial and other information provided by SAB Biotherapeutics in the course of their negotiations in connection with the Business Combination Agreement, BCYP believes that SAB Biotherapeutics has attractive growth expansion opportunities and a strong management team that will benefit from the consummation of the Business Combination and with the infusion of additional capital improving SAB Biotherapeutics’ ability to grow.
   
  See the section entitled “Proposal No. 1 - The Business Combination Proposal - Recommendation of the BCYP Board of Directors and Reasons for the Merger.”
   
Q: DO I HAVE REDEMPTION RIGHTS?
   
A: If you are a holder of Public Shares, you have the right to demand that BCYP redeem such shares for a pro rata portion of the cash held in the Trust Account, regardless of whether you vote for or against the Business Combination Proposal (such rights, “redemption rights”).
   
  Notwithstanding the foregoing, a holder of Public Shares, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption with respect to more than 15% of the Public Shares. Accordingly, all Public Shares in excess of 15% held by a Public Stockholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group”, will not be redeemed.
   
Q: HOW DO I EXERCISE MY REDEMPTION RIGHTS?
   
A: Holders of Public Shares will be entitled to receive cash for these shares only if they:

 

  (a) no later than 5:00 p.m. (New York City time)           , 2021 (two (2) business days prior to the date of the Special Meeting):

 

  i. submit a written request to BCYP’s transfer agent that BCYP redeem their Public Shares for cash;
     
  ii. certify in such demand for redemption that they “ARE” or “ARE NOT” acting in concert or as a “group” (as defined in Section 13d-3 of the Exchange Act); and

 

12
 

 

  iii. deliver such Public Shares to BCYP’s transfer agent (physically or electronically); and

 

  (b) Affirmatively vote “FOR” or “AGAINST” the Business Combination Proposal.

 

  If the Business Combination is not completed, these shares will not be redeemed. If a holder of Public Shares properly demands redemption and votes “FOR” or “AGAINST” the Business Combination Proposal, BCYP will redeem each Public Share for a full pro rata portion of the trust account holding the proceeds from BCYP’s initial public offering, calculated as of two business days prior to the consummation of the business combination. As of               , 2021, the Record Date for the Special Meeting, this would amount, for illustrative purposes, to approximately $10.10 per share. If a holder of Public Shares exercises its redemption rights, then it will be exchanging its shares of BCYP Common Stock for cash and will no longer own the shares.
   
  Holders of units must elect to separate the underlying Public Shares and Public Warrants prior to exercising redemption rights with respect to the Public Shares. Holders may instruct their broker to do so, or if a holder holds units registered in its own name, the holder must contact BCYP’s transfer agent directly and instruct them to do so. Public stockholders may elect to redeem all or a portion of their Public Shares even if they vote for the Business Combination Proposal.
   
  Any request for redemption, once made by a holder of Public Shares, may be withdrawn at any time up to the time the vote is taken with respect to the Business Combination Proposal at the Special Meeting. If you deliver your shares for redemption to BCYP’s transfer agent and later decide prior to the Special Meeting not to elect redemption, you may request that BCYP’s transfer agent return the shares (physically or electronically).
   
  Any corrected or changed proxy card or written demand of redemption rights must be received by BCYP’s transfer agent prior to the vote taken on the Business Combination Proposal at the Special Meeting. No demand for redemption will be honored unless the holder’s stock has been delivered (either physically or electronically) to the transfer agent prior to the vote at the Special Meeting.
   
  If a holder of Public Shares votes for or against the Business Combination Proposal and demand is properly made as described above, then, if the merger is consummated, BCYP will redeem these shares for a pro rata portion of funds deposited in the Trust Account. If you exercise your redemption rights, then you will be exchanging your Public Shares for cash.
   
  For a discussion of the material U.S. federal income tax considerations for holders of Public Shares with respect to the exercise of these redemption rights, see “Material U.S. Federal Income Tax Consequences - Tax Consequences of a Redemption of BCYP Public Shares.”
   
Q: WILL HOW I VOTE AFFECT MY ABILITY TO EXERCISE REDEMPTION RIGHTS?
   
A: No. You may exercise your redemption rights whether you vote your Public Shares “FOR” or “AGAINST” the Business Combination or any other Proposal described in this proxy statement/prospectus. As a result, the Business Combination Agreement can be approved by stockholders who will redeem their shares and no longer remain stockholders, leaving stockholders who choose not to redeem their shares holding shares in a company with a potentially less liquid trading market, fewer stockholders, potentially less cash and the potential inability to meet the Nasdaq listing standards.

 

13
 

 

Q: WHAT HAPPENS IF A SUBSTANTIAL NUMBER OF THE PUBLIC STOCKHOLDERS VOTE IN FAVOR OF THE BUSINESS COMBINATION AND EXERCISE THEIR REDEMPTION RIGHT?
   
A: BCYP stockholders who vote in favor of the Business Combination may also nevertheless exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of public stockholders are reduced as a result of redemptions by public stockholders. The consummation of the Business Combination is conditioned upon, among other things, having at least $5,000,001 in net tangible assets immediately prior to or upon consummation of the Business Combination as described herein; however, the unaudited pro forma condensed combined information does not include this assumption as SAB Biotherapeutics has a significant equity balance and would still be able to consummate the transaction even if all public BCYP shareholders redeemed their Public Shares which we determined is not probable. In addition, with fewer Public Shares and public stockholders, the trading market for the Combined Entity’s stock may be less liquid than the market for BCYP Common Stock was prior to consummation of the Business Combination, and BCYP may not be able to meet the listing standards for Nasdaq. In addition, with less funds available from the Trust Account, the working capital infusion from the Trust Account into SAB Biotherapeutics’ business will be reduced.
   
Q: WHAT HAPPENS IF THE MERGER IS NOT CONSUMMATED?
   
A: If BCYP does not complete the Merger with SAB Biotherapeutics for any reason, BCYP would search for another target business with which to complete a business combination. If BCYP does not complete the merger with SAB Biotherapeutics and does not complete an initial business combination with another target business by April 14, 2022 (or October 14, 2022, if the Sponsor extends the period of time to consummate a business combination twice, each time by an additional three months), BCYP must redeem 100% of the outstanding Public Shares, at a per share price, payable in cash, equal to the amount then held in the Trust Account divided by the number of outstanding Public Shares. The Sponsor has no redemption rights in the event a business combination is not effected in the required time period and, accordingly, its Founder Shares will be worthless. Additionally, in the event of such liquidation, there will be no distribution with respect to BCYP’s outstanding warrants. Accordingly, such warrants will expire worthless.
   
Q: HOW DO THE INITIAL STOCKHOLDERS INTEND TO VOTE ON THE PROPOSALS?
   
A: The Initial Stockholders are the owners of record and are entitled to vote 3,292,200 shares of BCYP Common Stock (comprised of 2,875,000 Founder Shares and 417,200 shares underlying the Private Placement Units), which is approximately 22% of the outstanding shares of BCYP Common Stock. The Initial Stockholders have agreed to vote any Founder Shares, shares underlying the Private Placement Units and any Public Shares held by it as of the Record Date in favor of the proposals. See “Certain Other Agreements Related to the Merger - BCYP Stockholders Support Agreement.”
   
Q: WHAT DO I NEED TO DO NOW?
   
A: After carefully reading and considering the information contained in this proxy statement/prospectus, please submit your proxies as soon as possible so that your shares will be represented at the Special Meeting. Please follow the instructions set forth on the proxy card or on the voting instruction form provided by your broker, bank or other nominee if your shares are held in the name of your broker, bank or other nominee.
   
Q: HOW DO I VOTE?
   
A: If you are a stockholder of record of BCYP as of                 , 2021 (the “BCYP Record Date”), you may submit your proxy before the Special Meeting in any of the following ways:

 

  use the toll-free number shown on your proxy card;
     
  visit the website shown on your proxy card to vote via the Internet; or
     
  complete, sign, date and return the enclosed proxy card in the enclosed postage-paid envelope.

 

  If you are a stockholder of record of BCYP as of the BCYP Record Date, you may also vote online during the Special Meeting or any adjournment thereof by accessing                         .
   
  If your shares are held in “street name” through a broker, bank or other nominee, your broker, bank or other nominee will send you separate instructions describing the procedure for voting your shares. “Street name” stockholders who wish to participate in the virtual Special Meeting will need to obtain a proxy form from their broker, bank or other nominee.

 

14
 

 

Q: HOW DO I REGISTER TO PARTICIPATE IN THE SPECIAL MEETING?
   
A: To register for the virtual Special Meeting, please follow these instructions as applicable to the nature of your ownership of BCYP Common Stock.
   
  If your shares are registered in your name with BCYP’s transfer agent and you wish to participate in the online-only virtual Special Meeting, go to            , enter the control number you received on your proxy card and click on “Click here” to preregister for the online meeting link at the top of the page. Just prior to the start of the meeting, you will need to log back into the meeting site using your control number. Pre-registration is recommended but is not required in order to attend.
   
  Beneficial stockholders who wish to participate in the online-only virtual Special Meeting must obtain a legal proxy by contacting their account representative at the bank, broker or other nominee that holds their shares and email a copy (a legible photograph is sufficient) of their legal proxy to        . Beneficial stockholders who email a valid legal proxy will be issued a meeting control number that will allow them to register to attend and participate in the online-only meeting. After contacting BCYP’s transfer agent, a beneficial holder will receive an email prior to the Special Meeting with a link and instructions for entering the virtual meeting. Beneficial stockholders should contact BCYP’s transfer agent at least five business days prior to the Special Meeting date.
   
Q: IF MY SHARES ARE HELD IN “STREET NAME” BY A BROKER, BANK OR OTHER NOMINEE, WILL MY BROKER, BANK OR OTHER NOMINEE VOTE MY SHARES FOR ME?
   
A: If your shares are held in “street name” in a stock brokerage account or by a broker, bank or other nominee, you must provide the record holder of your shares with instructions on how to vote your shares.
   
  Please follow the voting instructions provided by your broker, bank or other nominee. Please note that you may not vote shares held in “street name” by returning a proxy card directly to BCYP or by voting in person at the Special Meeting unless you provide a “legal proxy”, which you must obtain from your broker, bank or other nominee. In addition to such legal proxy, if you wish to participate in the virtual Special Meeting and vote online during the Special Meeting, but are not a stockholder of record because you hold your shares in “street name”, obtain a legal proxy from your broker, bank or other nominee and email a copy (a legible photograph is sufficient) of your legal proxy to your broker, bank or other nominee, who cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. We believe all of the proposals presented to the stockholders at the Special Meeting will be considered non-discretionary and, therefore, your broker, bank or other nominee cannot vote your shares without your instruction on any of the proposals presented at the Special Meeting.
   
  If you are a BCYP stockholder holding your shares in “street name” and you do not instruct your broker, bank or other nominee on how to vote your shares, your broker, bank or other nominee will not vote your shares on the Business Combination Proposal, the Charter Amendment Proposal, the Nasdaq Proposal, the Incentive Plan Proposal, the ESPP Proposal, the Director Election Proposal or the Adjournment Proposal. Such broker non-votes will be the equivalent of a vote “AGAINST” the Charter Amendment Proposal but will have no effect on the Business Combination Proposal, Nasdaq Proposal, the Incentive Plan Proposal, the ESPP Proposal, the Director Election Proposal or the Adjournment Proposal. Your broker, bank or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker, bank or other nominee to vote your shares in accordance with directions you provide.

 

15
 

 

Q: WHAT IF I ATTEND THE SPECIAL MEETING AND ABSTAIN OR DO NOT VOTE?
   
A: For purposes of the Special Meeting, an abstention occurs when a stockholder’s shares are represented at the Special Meeting by virtual attendance but not voted on one or more proposals or a proxy is returned with an “abstain” vote.
   
  If you are a BCYP stockholder and your shares are represented at the Special Meeting by virtual attendance and you fail to vote on the Charter Amendment Proposal, or if you respond to such proposal with an “abstain” vote, your failure to vote or “abstain” vote in each case will have the same effect as a vote “AGAINST” such proposals.
   
 

If you are a BCYP stockholder and your shares are represented at the Special Meeting by virtual attendance and you fail to vote on the Business Combination Proposal, the Nasdaq Proposal, the Incentive Plan Proposal, the ESPP Proposal, the Director Election Proposal or the Adjournment Proposal, or if you respond to such proposals with an “abstain” vote, your failure to vote or “abstain” vote in each case will have no effect on the vote count for such proposals.

 

If you are a BCYP stockholder (other than the Initial Stockholders), you may exercise your redemption rights regardless of whether you vote or abstain from voting on any of the proposals, including the Business Combination proposal.

   
Q: WHAT WILL HAPPEN IF I RETURN MY PROXY CARD WITHOUT INDICATING HOW TO VOTE?
   
A: If you sign and return your proxy card without indicating how to vote on any particular proposal, the BCYP stock represented by your proxy will be voted as recommended by the BCYP Board with respect to that proposal.
   
Q: MAY I CHANGE MY VOTE AFTER I HAVE DELIVERED MY PROXY OR VOTING INSTRUCTION CARD?
   
A: Yes. You may change your vote at any time before your proxy is voted at the Special Meeting. You may do this in one of three ways:

 

  filing a notice with the corporate secretary of BCYP;
     
  mailing a new, subsequently dated proxy card; or
     
  by participating in the virtual Special Meeting and voting online during the virtual Special Meeting.

 

  If you are a stockholder of record of BCYP and you choose to send a written notice or to mail a new proxy, you must submit your notice of revocation or your new proxy to BCYP, 300 W. 41st Street, Suite 202, Miami Beach, FL 33140 and it must be received at any time before the vote is taken at the Special Meeting. Any proxy that you submitted may also be revoked by submitting a new proxy by mail, or online or by telephone, not later than on         , or by participating in the virtual Special Meeting and voting online during the Special Meeting. Simply participating in the virtual Special Meeting will not revoke your proxy. If you have instructed a broker, bank or other nominee to vote your shares of BCYP Common Stock, you must follow the directions you receive from your broker, bank or other nominee in order to change or revoke your vote.
   
Q: WHAT HAPPENS IF I FAIL TO TAKE ANY ACTION WITH RESPECT TO THE SPECIAL MEETING?
   
A:

If you fail to take any action with respect to the Special Meeting and the Business Combination is approved by stockholders and consummated, you will continue to be a stockholder of BCYP. As a corollary, failure to vote either for or against the Business Combination Proposal means you will not have any redemption rights in connection with the merger to exchange your Public Shares for a pro rata share of the funds held in the Trust Account.

 

If you fail to take any action with respect to the Special Meeting and the merger is not approved, you will continue to be a stockholder of BCYP while BCYP searches for another target business with which to complete a business combination.

 

16
 

 

Q: WHAT HAPPENS IF I SELL MY SHARES OF BCYP COMMON STOCK BEFORE THE BCYP SPECIAL MEETING?
   
A: The BCYP Record Date is earlier than the date of the BCYP Special Meeting. If you transfer your shares of BCYP Common Stock after the BCYP Record Date, but before the BCYP Special Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the BCYP Special Meeting. However, you will not be able to seek redemption of your shares because you will no longer be able to deliver them for cancellation upon consummation of the Business Combination in accordance with the provisions described herein. If you transfer your shares BCYP Common Stock prior to the Record Date, you will have no right to vote those shares at the BCYP Special Meeting.
   
Q: DO I HAVE APPRAISAL RIGHTS IF I OBJECT TO THE PROPOSED BUSINESS COMBINATION?
   
A: No. There are no appraisal rights available to holders of BCYP Common Stock in connection with the Business Combination.
   
Q: WHAT SHOULD I DO IF I RECEIVE MORE THAN ONE SET OF VOTING MATERIALS?
   
A: Stockholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered under more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your shares.
   
Q: WHO WILL SOLICIT AND PAY THE COST OF SOLICITING PROXIES?
   
A: BCYP will pay the cost of soliciting proxies for the Special Meeting. BCYP has engaged Kingsdale Advisors to assist in the solicitation of proxies for the Special Meeting. BCYP has agreed to pay Kingsdale Advisors a fee of up to $17,600, plus disbursements. BCYP will reimburse Kingsdale Advisors for reasonable out-of-pocket expenses and will indemnify Kingsdale Advisors and its affiliates against certain claims, liabilities, losses, damages and expenses. BCYP will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of BCYP common stock for their expenses in forwarding soliciting materials to beneficial owners of the BCYP common stock and in obtaining voting instructions from those owners. BCYP’s directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.
   
Q: WHOM SHOULD I CONTACT IF I HAVE ANY QUESTIONS ABOUT THE PROXY MATERIALS OR VOTING?
   
A: If you have any questions about the proxy materials, need assistance submitting your proxy or voting your shares or need additional copies of this proxy statement/prospectus or the enclosed proxy card, you can contact our Chief Executive Officer, Samuel J. Reich, at sam@bigcypressaccorp.com, or by sending a letter to Mr. Reich at the offices of BCYP at 300 W. 41st Street, Suite 202, Miami Beach, FL 33140 with any questions about the proposals described in this proxy statement/prospectus or how to execute your vote.

 

17
 

 

  You may also contact Kingsdale Advisors, the proxy solicitation agent for BCYP at:

 

 

Kingsdale Advisors

745 Fifth Avenue, 5th Floor

New York, NY 10151

 

Banks and Brokerage Firms Call: 416-867-2272

Shareholders Call Toll Free: 1-800-775-1986

Email: contactus@kingsdaleadvisors.com

 

To obtain timely delivery, BCYP stockholders must request the materials no later than               , 2021.

 

You may also obtain additional information about BCYP from documents filed with the SEC by following the instructions in the section titled “Where You Can Find More Information.”

 

If you are a BCYP stockholder and you intend to seek redemption of your shares, you will need to deliver your Public Shares (either physically or electronically) to Continental (or through the Depositary Trust Company to Continental) at the address listed below at least two business days prior to the vote at the Special Meeting. If you have questions regarding the certification of your position or delivery of your stock, please contact:

 

Continental Stock Transfer & Trust Company

One State Street Plaza, 30th Floor

New York, New York 10004

Attn: Mark Zimkind

Email: mzimkind@continentalstock.com

 

18
 

 

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

 

This summary highlights selected information included in this proxy statement/prospectus and does not contain all of the information that may be important to you. You should read this entire document and its annexes, and the other documents referred to herein before you decide how to vote. Each item in this summary includes a page reference directing you to a more complete description of that item.

 

Parties to the Merger

 

BCYP

 

BCYP is a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. BCYP’s Common Stock, units and warrants are currently listed on Nasdaq under the symbols “BCYP”, “BCYPU” and “BCYPW”, respectively.

 

The registration statement for BCYP’s Initial Public Offering was declared effective by the SEC on January 11, 2021 and on January 14, 2021, BCYP consummated the Initial Public Offering of 11,500,000 Units, which included the full exercise by the underwriters of the over-allotment option to purchase an additional 1,500,000 Units, at $10.00 per Unit, generating gross proceeds of $115,000,000. Each Unit consists of one share of common stock, and one-half redeemable warrant to purchase one share of common stock at a price of $11.50 per whole share. Simultaneously with the closing of the IPO, BCYP consummated the sale of 417,200 Private Placement Units, at a price of $10.00 per unit, in a private placement to our Sponsor, generating gross proceeds of $4,172,000.

 

Following our Initial Public Offering and the sale of the Private Placement Warrants, a total of $116,150,000 was placed in the Trust Account. In accordance with BCYP’s current Amended and Restated Certificate of Incorporation, the amounts held in the Trust Account may only be used by BCYP upon the consummation of a business combination, except that there may be released to BCYP, from time to time, any interest earned on the funds in the Trust Account that BCYP may need to pay its tax obligations.

 

The mailing address of BCYP’s principal executive office is 300 W. 41st Street, Suite 202, Miami Beach, FL 33140 and the telephone number of BCYP’s principal executive office is (305) 204-3338. BCYP’s internet website is https://www.bigcypressaccorp.com/.

 

Merger Sub

 

Merger Sub is a Delaware corporation, and BCYP’s direct wholly-owned subsidiary, incorporated by BCYP on February 9, 2021 to facilitate the merger. In the merger, Merger Sub will merge with and into SAB Biotherapeutics, with SAB Biotherapeutics being the surviving entity. SAB Biotherapeutics stockholders will exchange their shares of SAB Biotherapeutics Common Stock and SAB Biotherapeutics Preferred Stock for shares of New SAB Biotherapeutics Common Stock as consideration in the merger.

 

The mailing address of Merger Sub’s principal executive office is 300 W. 41st Street, Suite 202, Miami Beach, FL 33140 and its telephone number is (305) 204-3338.

 

SAB Biotherapeutics, Inc.

 

SAB Biotherapeutics is a clinical-stage biopharmaceutical company advancing a new class of immunotherapies based on its human polyclonal and monoclonal antibodies. Polyclonal antibody (pAb) response is a natural mode of immune response exhibited by the adaptive immune system of mammals that ensures that a single antigen or disease particle is recognized and attacked through its overlapping parts, called epitopes, by multiple antibody molecule species. A monoclonal antibody (mAb) is an antibody made by cloning a single, unique white blood cell that binds to a single epitope on an antigen. An antigen is a molecule or molecular structure on the outside of pathogen that triggers an immune response and that can be bound by an antigen-specific antibody. An epitope is the part of an antigen (disease component) that is recognized by the immune system, specifically by antibodies (immunoglobulins).

 

SAB has applied advanced genetic engineering and antibody science to develop transchromosomic (Tc) Bovine™ herds that produce fully human antibodies targeted to specific diseases, including infectious diseases such as COVID-19 and influenza, immune system disorders including type 1 diabetes and organ transplantation, and cancer. The term “fully human antibodies”, as used within this document, means that the entire protein sequence of both the heavy chain and the light chain of the antibodies are the human antibody sequences as transcribed and translated by the human antibody genes contained on the human artificial chromosome. The immunoglobulin heavy chain (IgH) is the large polypeptide subunit of an antibody (immunoglobulin), the human DNA coding sequence of which is located on human chromosome 14. The immunoglobulin kappa light chain (Igκ) is the small polypeptide subunit of an antibody (immunoglobulin), the human DNA coding sequence of which is located on human chromosome 2.

 

SAB Biotherapeutics’ versatile and scalable DiversitAb™ platform is applicable to a wide range of human diseases, capable of producing specifically targeted, high-potency immunotherapies. The platform has been expanded and validated through funding awarded from U.S. government emerging disease and medical countermeasures programs, the most recent of which totals up to $143 million, to support development of new investigational products for research use only, build human resources and manufacturing capacity, and advance clinical studies. SAB Biotherapeutics is advancing clinical programs in two indications, and preclinical development in three indications. In addition, SAB Biotherapeutics is executing on two research collaborations with global pharmaceutical companies, including CSL Behring and a confidential collaboration.

 

SAB Biotherapeutics has focused its efforts on developing its product and platform value chain. Since its founding in 2014, SAB Biotherapeutics has generated revenue from government awards and commercial agreements that have provided proof-of-concept and consistency of outcomes across more than a dozen development programs. In addition, it has generated substantial results from government, academic and commercial collaborators, including testing, process development and optimization, nonclinical and clinical studies for multiple, distinct product candidates in infectious disease, oncology and immune disorders.

 

SAB Biotherapeutics, Inc. was incorporated under the laws of the State of Delaware on April 10, 2014. SAB Biotherapeutics’ principal executive offices are located at 2100 East 54th Street North, Sioux Falls, SD 57104, and its telephone number is (605) 679-6800.

 

19
 

 

Proposals to be Presented to the Stockholders of BCYP at the Special Meeting

 

The following is a summary of the Proposals to be presented at the Special Meeting. Each of the Proposals below is cross-conditioned on the approval of each other. The transactions contemplated by the Business Combination Agreement will be consummated only if the Business Combination Proposal, the Charter Amendment Proposal, the Nasdaq Proposal, the Incentive Plan Proposal, the ESPP Proposal, and the Director Election Proposal are approved at the Special Meeting.

 

As discussed in this proxy statement/prospectus, BCYP is asking its stockholders to approve the Business Combination Agreement, pursuant to which, among other things, on the date of Closing, Merger Sub will merge with and into SAB Biotherapeutics, with SAB Biotherapeutics as the surviving company in the Business Combination and, after giving effect to such Business Combination, SAB Biotherapeutics will become a wholly owned subsidiary of BCYP. In accordance with the terms and subject to the conditions of the Business Combination Agreement, at the Effective Time, (i) each outstanding share of SAB Biotherapeutics Common Stock and SAB Biotherapeutics Preferred Stock will be automatically canceled, extinguished and converted into a number of shares of New SAB Biotherapeutics Common Stock, based on SAB Biotherapeutics’ Equity Value and a conversion rate of $10.10, and (ii) each outstanding vested and unvested option to purchase shares of SAB Biotherapeutics’ common stock will be canceled in exchange for a comparable option to purchase shares of New SAB Biotherapeutics Common Stock, based on SAB Biotherapeutics’ Equity Value with respect to vested options and a conversion rate of $10.10.

 

The Business Combination Agreement

 

The terms and conditions of the merger are contained in the Business Combination Agreement and Amendment No. 1 to Business Combination Agreement, which are attached as Annex A and Annex B, respectively, to this proxy statement/prospectus. We encourage you to read the Business Combination Agreement carefully, as it is the legal document that governs the merger.

 

If the Business Combination Agreement is approved and adopted and the merger is subsequently completed, Merger Sub will merge with and into SAB Biotherapeutics, with SAB Biotherapeutics surviving the merger as a wholly-owned subsidiary of BCYP (the “Merger”).

 

Merger Consideration

 

Common Stock, Preferred Stock and Options. Subject to the terms and conditions set forth in the Business Combination Agreement, at the Effective Time:

 

 

Each outstanding share of SAB Biotherapeutics Common Stock and SAB Biotherapeutics Preferred Stock will be automatically cancelled, extinguished and converted into a number of shares of New SAB Biotherapeutics Common Stock, based on SAB Biotherapeutics’ Equity Value and a conversion rate of $10.10; and

     
  The holders of shares of SAB Biotherapeutics Common Stock and Preferred Stock will be entitled to receive their pro rata share of up to approximately                        additional shares of New SAB Biotherapeutics Common Stock being issued into escrow (the “Earnout Escrow Account”) at the closing (the “Earnout Shares”), which will be released if certain conditions are met within a five-year period following the closing of the Business Combination (the “Earnout Period”), pursuant to the terms and subject to the conditions set forth in the Business Combination Agreement and the Earnout Escrow Agreement; and
     
  Each outstanding vested and unvested option to purchase shares of SAB Biotherapeutics’ common stock will be canceled in exchange for a comparable option to purchase New SAB Biotherapeutics Common Stock, based on SAB Biotherapeutics’ Equity Value and a conversion rate of $10.10. In addition, the holders of vested options shall also receive in the aggregate, approximately                                 restricted stock units (the “Earnout RSUs”), which final number will be determined prior to closing based on the pro rata percentage that the SAB Biotherapeutics options represent compared to the outstanding share capital of SAB Biotherapeutics prior to closing assuming exercise of such vested options. Each Earnout RSU will be settled in shares of New SAB Biotherapeutics Common Stock, subject to the same milestones applicable to the Earnout Shares.

 

For purposes herein and the Business Combination Agreement, the Equity Value is deemed to be an agreed upon amount equal to $300 million. The total number of shares of New SAB Biotherapeutics Common Stock expected to be issued at the Effective Time of the Merger (and upon exercise of the vested options to purchase SAB Biotherapeutics Common Stock) is approximately 29,702,970 shares.

 

Earnout Shares.

 

The total maximum number of Earnout Shares and shares underlying the Earnout RSUs will be equal to 12,000,000 additional shares of New SAB Biotherapeutics Common Stock in the aggregate.

 

At the effective time, New SAB Biotherapeutics will issue and deliver to the Earnout Escrow Agent, approximately                     shares of New SAB Biotherapeutics Common Stock , which shares shall be allocated on a pro rata basis among the SAB Biotherapeutics stockholders who have received shares of New SAB Biotherapeutics Common Stock in accordance with the Business Combination Agreement and the Earnout Escrow Agreement (the “Stockholder Earnout Group”).

 

The Earnout Shares shall be released and delivered to the Stockholder Earnout Group as follows:

 

  25% of the Earnout Shares will be released from the Earnout Escrow Account to the Stockholder Earnout Group if, within the Earnout Period, the volume weighted share price of the New SAB Biotherapeutics Common Stock equals or exceeds $15.00 during at least 20 trading days within a 30-day trading period;

 

20
 

 

 

25% of the Earnout Shares will be released from the Earnout Escrow Account to the Stockholder Earnout Group if, within the Earnout Period, the volume weighted share price of the New SAB Biotherapeutics Common Stock equals or exceeds $20.00 during at least 20 trading days within a 30-day trading period;

     
  25% of the Earnout Shares will be released from the Earnout Escrow Account to the Stockholder Earnout Group if, within the Earnout Period, the volume weighted share price of the New SAB Biotherapeutics Common Stock equals or exceeds $25.00 during at least 20 trading days within a 30-day trading period; and
     
  25% of the Earnout Shares will be released from the Earnout Escrow Account to the Stockholder Earnout Group if, within the Earnout Period, the volume weighted share price of the New SAB Biotherapeutics Common Stock equals or exceeds $30.00 during at least 20 trading days within a 30-day trading period.

 

Each tranche of Earnout Shares will also be earned and released to the Stockholder Earnout Group in the event of a change in control of New SAB Biotherapeutics during the Earnout Period that results in the holders of New SAB Biotherapeutics Common Stock receiving a per-share aggregate consideration equal to or in excess of the applicable tranche of Earnout Shares (which calculation shall be determined by dividing the total aggregate value of the consideration to be paid in the change of control transaction by the total number of shares of New SAB Biotherapeutics Common Stock outstanding prior to the change of control transaction, assuming that, with respect to the applicable tranche of shares of New SAB Biotherapeutics Common Stock, only the applicable tranche of such Earnout Shares shall be deemed outstanding Parent Shares).

 

 Fractional Shares. No fraction of a share of New SAB Biotherapeutics Common Stock will be issued by virtue of the Merger or the other transactions contemplated thereby, and each person who would otherwise be entitled to a fraction of a share of New SAB Biotherapeutics Common Stock (after aggregating all fractional shares of New SAB Biotherapeutics Common Stock that otherwise would be received by such holder) will instead receive the number of shares of New SAB Biotherapeutics Common Stock issued to such person rounded in the aggregate to the nearest whole share of New SAB Biotherapeutics Common Stock.

 

Conditions to Closing of the Business Combination

 

The consummation of the Business Combination is conditioned upon, among other things, (i) no order or law issued by any court of competent jurisdiction or other governmental entity or other legal restriction or prohibition preventing the consummation of the transactions contemplated by the Business Combination Agreement being in effect, (ii) the registration statement/proxy statement to be filed by BCYP relating to the Business Combination Agreement and the Business Combination becoming effective in accordance with the provisions of the Securities Act, no stop order being issued by the SEC and remaining in effect with respect to the registration statement/proxy statement to be filed by BCYP relating to the Business Combination Agreement and the Business Combination, and no proceeding seeking such a stop order being threatened or initiated by the SEC and remaining pending; (iii) BCYP’s initial listing application with Nasdaq in connection with the Business Combination having been approved (subject to notice of issuance) and, immediately following the Effective Time, BCYP having satisfied any applicable initial and continuing listing requirements of Nasdaq, and BCYP having not received any notice of non-compliance therewith that has not been cured prior to, or would not be cured at or immediately following the Effective Time, and shares of BCYP Common Stock having been approved for listing on Nasdaq; (iv) the approval and adoption of the Business Combination Agreement and transactions contemplated thereby by the requisite vote of each of SAB Biotherapeutics’ stockholders and BCYP’s stockholders; and (v) after giving effect to the transaction contemplated by the Business Combination Agreement, BCYP having net tangible assets of at least $5,000,001 (as determined in accordance with Rule 3a51(g)(1) of the Exchange Act) upon consummation of the Business Combination. BCYP and SAB Biotherapeutics have each determined that no filings under the HSR Act is required in connection with the consummation of the Business Combination.

 

The parties to the Business Combination Agreement may waive any of the conditions to its obligation to close the Business Combination Agreement and BCYP, SAB Biotherapeutics and Merger Sub may together waive the conditions to all of the parties’ obligations. However, pursuant to BCYP’s amended and restated certificate of incorporation, BCYP cannot consummate the Business Combination if it would have less than $5,000,001 of Net Tangible Assets remaining after the closing. For further information, see “The Business Combination Agreement.”

 

Representations and Warranties

 

The Business Combination Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of the Business Combination Agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Business Combination Agreement. The representations, warranties and covenants in the Business Combination Agreement are also modified in part by the underlying disclosure schedules (the “Disclosure Schedules”), which are not filed publicly and which are subject to a contractual standard of materiality different from that generally applicable to stockholders and were used for the purpose of allocating risk among the parties rather than establishing matters as facts. We do not believe that the Disclosure Schedules contain information that is material to an investment decision. Additionally, the representations and warranties of the parties to the Business Combination Agreement may or may not have been accurate as of any specific date and do not purport to be accurate as of the date of this proxy statement/prospectus. Accordingly, no person should rely on the representations and warranties in the Business Combination Agreement or the summaries thereof in this proxy statement/prospectus as characterizations of the actual state of facts about BCYP, Sponsor, SAB Biotherapeutics or any other matter.

 

21
 

 

Covenants

 

The Business Combination Agreement includes customary covenants of the parties with respect to operation of their respective businesses prior to consummation of the Merger and efforts to satisfy conditions to consummation of the Merger. The Business Combination Agreement also contains additional covenants of the parties, including, among others, covenants providing for BCYP and SAB Biotherapeutics to use reasonable best efforts to cooperate in the preparation of the Registration Statement and proxy statement/prospectus (as each such term is defined in the Business Combination Agreement) required to be filed in connection with the Merger and to obtain all requisite approvals of their respective stockholders including, in the case of BCYP, approvals of the Business Combination Agreement and the Merger, the restated certificate of incorporation, the share issuance under Nasdaq rules and the equity incentive plan and employee stock purchase plan of BCYP.

 

Listing of New SAB Biotherapeutics Stock

 

BCYP Common Stock is listed on Nasdaq under the symbol “BCYP” and BCYP warrants are listed on Nasdaq under the symbol “BCYPW.” Following the merger, New SAB Biotherapeutics Common Stock (including New SAB Biotherapeutics Common Stock issuable in the Merger) and warrants (the current BCYP warrants, including, for the avoidance of doubt, the Private Placement Warrants) will be listed on Nasdaq under the symbols “DIVR” and “DIVRW”, respectively, subject to Nasdaq’s approval of the listing of New SAB Biotherapeutics, Inc.

 

Termination

 

The Business Combination Agreement may be terminated under certain customary and limited circumstances at any time prior to the Closing, including, among others, the following:

 

  by the mutual written consent of BCYP and SAB Biotherapeutics;
     
  by BCYP, subject to certain exceptions, if any of the representations or warranties made by SAB Biotherapeutics are not true and correct or if SAB Biotherapeutics fails to perform any of its covenants or agreements under the Business Combination Agreement (including an obligation to consummate the Closing) such that certain conditions to the obligations of BCYP, as described in the section entitled “— Conditions to Closing of the Business Combination” above could not be satisfied and the breach (or breaches) of such representations or warranties or failure (or failures) to perform such covenants or agreements is (or are) not cured or cannot be cured within the earlier of (i) thirty (30) days after written notice thereof, and (ii) December 15, 2021 (the “Termination Date”);
     
  by SAB Biotherapeutics, subject to certain exceptions, if any of the representations or warranties made by the BCYP Parties are not true and correct or if any BCYP Party fails to perform any of its covenants or agreements under the Business Combination Agreement (including an obligation to consummate the Closing) such that the condition to the obligations of SAB Biotherapeutics, as described in the section entitled “— Conditions to Closing of the Business Combination” above could not be satisfied and the breach (or breaches) of such representations or warranties or failure (or failures) to perform such covenants or agreements is (or are) not cured or cannot be cured within the earlier of (i) thirty (30) days after written notice thereof, and (ii) the Termination Date;

 

22
 

 

  by either BCYP or SAB Biotherapeutics, if the transactions contemplated by the Business Combination Agreement are not consummated on or prior to the Termination Date, unless the breach of any covenants or obligations under the Business Combination Agreement by the party seeking to terminate proximately caused the failure to consummate the transactions contemplated by the Business Combination Agreement;
     
  by BCYP, if SAB Biotherapeutics does not deliver, or cause to be delivered to BCYP, the Company Stockholder Written Consent or the SAB Biotherapeutics Stockholder Support Agreements when required under the Business Combination Agreement; and
     
  by either BCYP or SAB Biotherapeutics:

 

  if any governmental entity shall have issued an order or taken any other action permanently enjoining, restraining or otherwise prohibiting the transactions contemplated by the Business Combination Agreement and such order or other action shall have become final and nonappealable; or
     
  if the BCYP Stockholder Meeting has been held (including any adjournment thereof), has concluded, BCYP’s stockholders have duly voted and the Required BCYP Stockholder Approval was not obtained.

 

The termination provisions of the Business Combination Agreement are described in more detail in the section of this proxy statement/prospectus entitled “Termination.”

 

Other Agreements

 

Sponsor Support Agreement

 

In connection with the execution of the Business Combination Agreement, the Initial Stockholders (including the Sponsor) entered into a sponsor support agreement (the “Sponsor Support Agreement”) with BCYP and SAB Biotherapeutics pursuant to which the Initial Stockholders have, among other things, agreed to (i) vote in favor of the Business Combination Agreement and the transactions contemplated thereby (including the Business Combination); (ii) vote against any Company Acquisition Proposal (as defined in the Business Combination Agreement) and certain other matters as set forth in the Sponsor Support Agreement; (iii) waive any adjustment to the conversion ratio set forth in the governing documents of BCYP or any other anti-dilution or similar protection with respect to the common stock of BCYP (whether resulting from the transactions contemplated by the Subscription Agreements or otherwise); (iv) be bound by certain transfer restrictions with respect to its shares in BCYP prior to the closing of the Business Combination; (v) certain forfeiture provisions with respect to up to 598,580 of the shares owned by them (the “Restricted Shares”) during a period of up to five years from the Closing (the “Vesting Period”) as follows:

 

  149,645 of the Restricted Shares will become fully vested and unrestricted if, within the Vesting Period, the volume weighted share price of the New SAB Biotherapeutics Common Stock equals or exceeds $15.00 during at least 20 trading days within a 30-day trading period;
     
  149,645 of the Restricted Shares become fully vested unrestricted if, within the Vesting Period, the volume weighted share price of the New SAB Biotherapeutics Common Stock equals or exceeds $20.00 during at least 20 trading days within a 30-day trading period;
     
  149,645 of the Restricted Shares become fully vested and unrestricted if, within the Vesting Period, the volume weighted share price of the New SAB Biotherapeutics Common Stock equals or exceeds $25.00 during at least 20 trading days within a 30-day trading period; and
     
  149,645 of the Restricted Shares become fully vested and unrestricted if, within the Vesting Period, the volume weighted share price of the New SAB Biotherapeutics Common Stock equals or exceeds $30.00 during at least 20 trading days within a 30-day trading period.

 

23
 

 

Each tranche of Restricted Shares will also become fully vested and unrestricted in the event of a change in control of New SAB Biotherapeutics during the Vesting Period that results in the holders of New SAB Biotherapeutics Common Stock receiving a per-share aggregate consideration equal to or in excess of the applicable tranche of Restricted Shares.

 

SAB Stockholder Support Agreement

 

In connection with the execution of the Business Combination Agreement, certain stockholders of SAB Biotherapeutics entered into a Stockholder Support Agreement, pursuant to which such SAB Biotherapeutics stockholders agreed, among other things, (i) to execute an irrevocable written consent approving and adopting the Business Combination Agreement and the transactions contemplated thereby, and (ii) to not transfer any shares of SAB Biotherapeutics’ common stock or preferred stock prior to the Closing.

 

Generally, the SAB Biotherapeutics Stockholder Support Agreements terminate at the earlier of the Effective Time and the date the Business Combination Agreement is terminated in accordance with its terms. The SAB Biotherapeutics Stockholder Support Agreement for one stockholder terminates upon the earlier of (i) the Effective Time, (ii) the Termination Date, (iii) the date the Business Combination Agreement is terminated in accordance with its terms, (iv) the occurrence of certain liquidation events of BCYP, (v) the time of a modification, amendment or waiver of the Business Combination Agreement without such stockholder’s consent which decreases the form or proportion of the consideration to be paid to such stockholder, (vi) the modification of the conditions to the consummation of the transactions contemplated by the Business Combination Agreement which adversely affects the stockholder in any material respect, or (vii) the modification of the Termination Date.

 

Amended and Restated Registration Rights Agreement

 

In connection with the execution of the Business Combination Agreement, the Sponsor and certain stockholders of SAB Biotherapeutics (the “Lock Up Parties”) have agreed to enter into an Amended and Restated Registration Rights Agreement which provides certain customary registration rights and subjects the shares of New SAB Biotherapeutics Common Stock to be held by the Lock Up Parties to a lock-up period for 180 days after Closing, during which such parties may not transfer any shares of New SAB Biotherapeutics Common Stock.

 

The Amended and Restated Registration Rights Agreement also provides that a representative of BioDak, LLC “BioDak”) will have the right to attend meetings of the BCYP Board of Directors after the effective time, until such time as BioDak and its affiliates transfer more than 75% of the New SAB Biotherapeutics Common Stock held by them as of the Closing.

 

See “The Business Combination Agreement - Related Agreements - Amended and Restated Registration Rights Agreement” and “Description of New SAB Biotherapeutics Securities.”

 

Appraisal Rights

 

Appraisal rights are not available to holders of shares of common stock in connection with the proposed Business Combination under Delaware law.

 

Redemption Rights

 

Pursuant to the Current Charter, any holders of Public Shares may demand that such shares be redeemed in exchange for a pro rata share of the aggregate amount on deposit in the Trust Account, less franchise and income taxes payable. If demand is properly made and the Business Combination is consummated, these shares, immediately prior to the Business Combination, will cease to be outstanding and will represent only the right to receive a pro rata share of the aggregate amount on deposit in the Trust Account, which holds proceeds of the Initial Public Offering (including interest earned on the funds held in the Trust Account and not previously released to BCYP to pay its franchise and income taxes). For illustrative purposes, based on the funds in the Trust Account of approximately $             on the Record Date, the estimated per share redemption price would have been approximately $             ..

 

24
 

 

In order to exercise your redemption rights, you must:

 

  prior to 5:00 p.m. Eastern Time on             , 2021 (two (2) business days before the Special Meeting), tender your shares physically or electronically and submit a request in writing that we redeem your Public Shares to Continental Stock Transfer & Trust Company, BCYP’s transfer agent, at the following address:

 

Continental Stock Transfer & Trust Company

One State Street Plaza, 30th Floor

New York, New York 10004

Attn: Mark Zimkind

Email: mzimkind@continentalstock.com

 

  deliver your Public Shares either physically or electronically through the Depositary Trust Company to Continental at least two (2) business days before the Special Meeting. Stockholders seeking to exercise their redemption rights and option to deliver physical certificates should allot sufficient time to obtain physical certificates from Continental and time to effect delivery. It is BCYP’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from Continental. However, BCYP does not have any control over this process and it may take longer than two weeks.

 

Stockholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically. If you do not submit a written request and deliver your Public Shares are described above, your shares will not be redeemed.

 

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests (and submitting shares to Continental) and thereafter, with BCYP’s consent, until the closing of the Business Combination. If you delivered your shares for redemption to Continental and decide within the required timeframe not to exercise your redemption rights, you may request that Continental return the shares (physically or electronically). You may make such a request by contacting Continental at the street address or email address listed above.

 

Prior to exercising redemption rights, stockholders should verify the market price of Common Stock as they may receive higher proceeds from the sale of their Common Stock in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. We cannot assure you that you will be able to sell your shares of Common Stock in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in BCYP Common Stock when you wish to sell your shares.

 

If you exercise your redemption rights, your shares of Common Stock will cease to be outstanding immediately prior to the Business Combination and will only represent the right to receive a pro rata portion of the aggregate amount on deposit in the Trust Account. You will no longer own those shares and will have no right to participate in or have any interest in, the further growth of New SAB Biotherapeutics, if any. You will be entitled to receive cash for these shares only if you properly and timely demand redemption.

 

If the Business Combination is not approved or completed for any reason, then Public Stockholders who elected to exercise their redemption rights will not be entitled to redeem their shares. In such case BCYP will properly return any Public Shares previously delivered by the public holders.

 

As of the date of this proxy statement/prospectus, there are an aggregate of 14,792,200 shares of Common Stock outstanding, including 3,292,200 shares of Common Stock held by the Initial Stockholders, and the total number of shares of New SAB Biotherapeutics Common Stock expected to be issued at the Effective Time of the Business Combination as merger consideration is approximately 29,702,970 shares. The following table illustrates the estimated equity percentage in New SAB Biotherapeutics immediately following the consummation of the Business Combination, based on the varying levels of redemptions by the public shareholders and the following additional assumptions:

 

   Share Ownership in New SAB Biotherapeutics(1) 
   No Redemptions   Midpoint (2)   Maximum redemptions(3) 
   Percentage of
Outstanding Shares
   Percentage of
Outstanding Shares
   Percentage of
Outstanding Shares
 
BCYP Public Stockholders   26.20%   15.07%   0.00%
Initial Stockholders (4)   6.14%   7.06%   8.31%
SAB Biotherapeutics Stockholders (5)   67.67%   77.87%   91.69%
TOTAL   100%   100%   100%

 

(1) As of July 31, 2021. Percentages may not add to 100% due to rounding. Excludes 5,958,600 warrants to acquire shares of Common Stock. Excludes up to 598,580 shares of Common Stock that may be vested to the Initial Stockholders. Excludes the Earnout Shares being issued into the Earnout Escrow Account and shares underlying the Earnout RSUs (12,000,000 additional shares of New SAB Biotherapeutics Common Stock in the aggregate). Excludes options to acquire shares of Common Stock under equity plans following consummation of the Business Combination.
   
(2) Assumes that 50% of the 14,792,200 outstanding Public Shares (being our estimate of the maximum number of public shares that could be redeemed in connection with the Business Combination) are redeemed in connection to the Business Combination.

 

(3) Assumes that 14,792,200 outstanding Public Shares (being our estimate of the maximum number of public shares that could be redeemed in connection with the Business Combination) are redeemed in connection to the Business Combination.

 

(4) Excludes up to 598,580 shares of Common Stock that may be vested to the Initial Stockholders.
   
(5) Excludes the Earnout Shares being issued into the Earnout Escrow Account and shares underlying the Earnout RSUs (12,000,000 additional shares of New SAB Biotherapeutics Common Stock in the aggregate).

 

Expected Accounting Treatment for the Merger

 

The Business Combination is expected to be accounted for as a reverse recapitalization under GAAP. Under this method of accounting, BCYP will be treated as the “acquired” company for financial reporting purposes. This determination is primarily based on SAB Biotherapeutics stockholders comprising a relative majority of the voting power of New SAB Biotherapeutics and having the ability to nominate a majority of the members of the Board of New SAB Biotherapeutics, SAB Biotherapeutics’ operations prior to the acquisition comprising the only ongoing operations of New SAB Biotherapeutics, and SAB Biotherapeutics’ senior management comprising a majority of the senior management of New SAB Biotherapeutics. Accordingly, for accounting purposes, the financial statements of New SAB Biotherapeutics will represent a continuation of the financial statements of SAB Biotherapeutics with the Business Combination being treated as the equivalent of SAB Biotherapeutics issuing stock for the net assets of BCYP, accompanied by a recapitalization. The net assets of BCYP will be stated at historical costs, with no goodwill or other intangible assets recorded. Operations prior to the Merger will be presented as those of SAB Biotherapeutics in future reports of New SAB Biotherapeutics.

 

25
 

 

Emerging Growth Company

 

BCYP is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

 

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. BCYP has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, BCYP, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of BCYP’s financial statements with certain other public companies difficult or impossible because of the potential differences in accounting standards used.

 

We will remain an emerging growth company until the earlier of: (i) the last day of the fiscal year (a) following the fifth anniversary of the closing of BCYP’s initial public offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common equity that is held by non-affiliates exceeds $700 million as of the last business day of its most recently completed second fiscal quarter; and (ii) the date on which we have issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” have the meaning associated with it in the JOBS Act.

 

Smaller Reporting Company

 

Additionally, BCYP is a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (i) the market value of our common stock held by non-affiliates exceeds $250 million as of the prior June 30, or (ii) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates exceeds $700 million as of the prior June 30.

 

26
 

 

Management

 

Executive Officers and Directors of New SAB Biotherapeutics

 

The following persons are expected to be elected or appointed by the BCYP board to serve as executive officers and directors of New SAB Biotherapeutics following the Business Combination. For biographical information concerning the executive officers and directors following the Business Combination, see “Management after the Business Combination — Management and Board of Directors”.

 

Name   Age   Position(s)

Samuel J. Reich(1)

  46   Class III Director and Executive Chairman of the Board

Christine Hamilton, MBA(2)

  65   Class III Director
Eddie J. Sullivan, PhD(2)   55   Class III Director, President and Chief Executive Officer
Mervyn Turner, PhD.(2)   74   Class II Director
Jeffrey G. Spragens(1)   79   Class II Director
William Polvino, MD, PhD(2)   60   Class I Director
David Link(2)   66   Class I Director
Tim Cunningham   59   Acting Chief Financial Officer
Charles H. Randall, Jr., MBA   58   Chief Strategy Officer
Thomas Luke, MD   59   Chief Medical Officer

 

     
       
  (1) BCYP Designee
       
  (2) New SAB Biotherapeutics Designee

 

Classified Board of Directors

 

The Combined Entity’s board of directors will consist of seven members upon the closing of the Business Combination. In accordance with the Amended Charter to be filed immediately after the consummation of the Business Combination, the board of directors will be divided into three classes, Classes I, II and III, each to serve a three-year term, except for the initial term after the Closing, for which the Class I directors will be up for reelection at the first annual meeting of stockholders occurring after the Closing, and for which the Class II directors will be up for reelection at the second annual meeting of stockholders occurring after the Closing. At each annual general meeting of stockholders of the Combined Entity, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following the election. Directors will not be able to be removed during their term except for cause.

 

It is expected that that any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. The division of the Combined Entity’s board of directors into three classes with staggered three-year terms may delay or prevent a change of the Combined Entity’s management or a change in control.

 

See “Management After the Merger – Executive Officers and Directors” for additional information.

 

Recommendation of the BCYP Board of Directors and Reasons of the Merger

 

After careful consideration, the BCYP Board has unanimously determined that the merger, on the terms and conditions set forth in the Business Combination Agreement, is advisable and in the best interests of BCYP and its stockholders and has directed that the proposals set forth in this proxy statement/prospectus be submitted to its stockholders for approval at the Special Meeting on the date and at the time and place set forth in this proxy statement/prospectus. The BCYP Board unanimously recommends that BCYP stockholders vote “FOR” the Business Combination Proposal, “FOR” the Charter Amendment Proposal, “FOR” the Nasdaq Proposal, “FOR” the Incentive Plan Proposal, “FOR” the ESPP Proposal, “FOR” the Director Election Proposal and “FOR” the Adjournment Proposal (if necessary). See “The Merger - Recommendation of the BCYP Board of Directors and Reasons for the Merger.”

 

BCYP’s Reasons for the Business Combination

 

BCYP and its management team considered a wide variety of factors in connection with its evaluation of the Business Combination. The BCYP Board considered a wide variety of factors in connection with its evaluation of the Business Combination. In light of the complexity of those factors, the BCYP Board, as a whole, did not consider it practicable to, nor did it attempt to, quantify or otherwise assign relative weights to the specific factors it took into account in reaching its decision. Individual directors may have given different weight to different factors.

 

27
 

 

The BCYP Board considered a number of factors pertaining to the Business Combination as generally supporting its decision to enter into the Business Combination Agreement and the transactions contemplated thereby, including but not limited to, the following material factors:

 

The Board believed a number of factors pertaining to the Business Combination generally supported its decision to enter into the Business Combination Agreement and the transactions contemplated thereby, including but not limited to, the following:

 

  SAB Biotherapeutics Technology. SAB Biotherapeutics has a novel therapeutic engine that can produce human polyclonal antibodies for a broad array of pathogens which may lead to first in class therapeutics to treat a number of diseases, including seasonal influenza, Type 1 diabetes, and cancers;
     
  Scalability of SAB Biotherapeutics Platform. SAB Biotherapeutics’ immunotherapy (therapies using antibodies) platform suggests scalable and reliable production of targeted, higher-potency neutralizing antibody products than what is available from any known third party and with the potential for novel potent, safe, and long-lasting antibody therapies;
     
  SAB Biotherapeutics Management Team, Board and Advisors. SAB Biotherapeutics’ management team, board and other advisors have deep experience in drug development and negotiation of key partnerships.
     
  Financial Condition. The BCYP Board also considered factors such as SAB Biotherapeutics’ historical financial results, outlook, financial plan and debt structure;
     
  Negotiated Transaction. The financial and other terms of the Business Combination Agreement and the fact that such terms and conditions are reasonable and were the product of arm’s-length negotiations between BCYP and SAB Biotherapeutics;
     
  Earnout Shares. The fact that SAB Biotherapeutics’ existing stockholders have agreed to subject part of the merger consideration (the Earnout Shares) to an escrow arrangement, which are to be released subject to certain share price contingencies, better aligning their interest with those of BCYP stockholders;
     
  Absence of Minimum Cash Condition. The fact that SAB Biotherapeutics’ existing stockholders have agreed not to condition the Merger on a minimum cash condition; and
     
  Other Alternatives. The BCYP Board believes, after a thorough review of other business combination opportunities reasonably available to BCYP, that the proposed merger represents the best potential business combination for BCYP and the most attractive opportunity for BCYP’s management to accelerate its business plan based upon the process utilized to evaluate and assess other potential acquisition targets, and the BCYP Board believes that such process has not presented a better alternative.

 

The Board identified and considered the following factors and risks as weighing negatively against pursuing the Business Combination, although not weighted or in any order of significance:

 

  Benefits May Not Be Achieved. The risk that the potential benefits of the Business Combination may not be fully achieved, or may not be achieved within the expected timeframe.
     
  Redemption Risk. The potential that a significant number of BCYP stockholders elect to redeem their shares prior to the consummation of the merger and pursuant to BCYP’s existing charter, which would potentially make the merger more difficult or impossible to complete;
     
  Stockholder Vote. The risk that BCYP stockholders may fail to provide the respective votes necessary to effect the merger;
     
  Closing Conditions. The fact that the completion of the merger is conditioned on the satisfaction of certain closing conditions that are not within BCYP’s control;
     
  Litigation. The possibility of litigation challenging the merger or that an adverse judgment granting permanent injunctive relief could indefinitely enjoin consummation of the merger;
     
  Listing Risks. The challenges associated with preparing SAB Biotherapeutics, a private entity, for the applicable disclosure and listing requirements to which New SAB Biotherapeutics will be subject as a publicly traded company on Nasdaq;
     
  Liquidation of BCYP. The risks and costs to BCYP if the merger is not completed, including the risk of diverting management focus and resources from other business combination opportunities;
     
  Limitations of Review. The Board considered that BCYP was not obtaining an opinion from any independent investment banking or accounting firm that the consideration to be received by the SAB Biotherapeutics equityholders is fair to BCYP or its stockholders from a financial point of view.
     
  BCYP Stockholders Receiving a Minority Position in SAB Biotherapeutics. The risk that BCYP stockholders will hold a minority position in SAB Biotherapeutics; and
     
  Fees and Expenses. The fees and expenses associated with completing the merger.

 

After consideration of the factors described above and additional items discussed in the section entitled “Business Combination Proposal — Recommendation of the BCYP Board of Directors and Reasons for the Business Combination”, the Board concluded that the Business Combination met all of the requirements disclosed in the prospectus for its Initial Public Offering, including that the business of SAB Biotherapeutics had a fair market value of at least 80% of the balance of the funds in the Trust Account (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the interest earned on the Trust Account) at the time of execution of the Business Combination Agreement. For more information about the transactions contemplated by the Business Combination Agreement, see “Business Combination Proposal.”

 

Interests of BCYP’s Directors and Officers in the Merger

 

Certain of BCYP’s executive officers and directors may have interests in the merger that may be different from, or in addition to, the interests of BCYP stockholders. The members of the BCYP Board were aware of and considered these interests, among other matters, when they approved the Business Combination Agreement and recommended that BCYP stockholders approve the proposals required to effect the merger. See “Proposal No. 1 - The Business Combination Proposal - Interests of BCYP’s Directors and Officers in the Merger.”

 

Special Meeting of BCYP Stockholders

 

The Special Meeting of BCYP stockholders (the “Special Meeting”) will be held virtually on            , 2021, at             local time, and conducted exclusively via live audio cast at            . At the Special Meeting, BCYP stockholders will be asked to approve the Business Combination Proposal, the Charter Amendment Proposals, the Nasdaq Proposal, the Incentive Plan Proposal, the ESPP Proposal, the Director Election Proposal and the Adjournment Proposal (if necessary).

 

The BCYP Board has fixed the close of business            , 2021 (the “BCYP Record Date”) as the record date for determining the holders of BCYP Common Stock entitled to receive notice of and to vote at the Special Meeting. As of the BCYP Record Date, there were              shares of BCYP Common Stock outstanding and entitled to vote at the Special Meeting held by               holders of record. Each share of BCYP Common Stock entitles the holder to one vote at the Special Meeting on each proposal to be considered at the Special Meeting. As of the BCYP Record Date, the Initial Stockholders owns and is entitled to vote 3,292,200 shares of BCYP Common Stock, representing approximately 22% of the shares of BCYP Common Stock outstanding on that date. The Initial Stockholders have agreed to vote their shares in favor of the proposals set forth in this proxy statement/prospectus.

 

A majority of the voting power of the issued and outstanding BCYP Common Stock entitled to vote at the Special Meeting must be represented at the meeting by virtual attendance or by proxy to constitute a quorum and in order to conduct business at the Special Meeting.

 

28
 

 

Approval of the Business Combination Proposal requires the affirmative vote of a majority of the votes cast by holders of outstanding shares of BCYP Common Stock represented at the Special Meeting by attendance via the virtual meeting website or by proxy and entitled to vote at the Special Meeting. Approval of the Charter Amendment Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of BCYP Common Stock. Approval of the Nasdaq Proposal, the Incentive Plan Proposal, the ESPP Proposal and the Adjournment Proposal (if necessary) each require the affirmative vote of the holders of a majority of the total votes cast on such proposal. In order to be elected as a director as described in the Director Election Proposal, a nominee must receive a plurality of all the votes cast at the Special Meeting, which means that the nominees with the most votes are elected.

 

It is important for you to note that if any of the Business Combination Proposal, the Charter Amendment Proposal, the Nasdaq Proposal, the Incentive Plan Proposal, the ESPP Proposal or the Director Election Proposal is not approved by BCYP stockholders then the merger will not be consummated. If BCYP does not consummate the merger and fails to complete an initial business combination by the Outside Date, BCYP will be required to dissolve and liquidate the Trust Account by returning the then remaining funds in the Trust Account to the Public Stockholders.

 

Summary Risk Factors

 

In addition to the other information contained in this proxy statement/prospectus, including the matters addressed under the heading “Special Note Regarding Forward-Looking Statements”, you should carefully consider all of the risks and uncertainties described in the section of this proxy statement/prospectus captioned “Risk Factors” immediately following this Summary. These risks include, but are not limited to, the following:

 

Risks related to SAB Biotherapeutics’ business and operations, including that:

 

  SAB Biotherapeutics is a clinical-stage biopharmaceutical company and has incurred significant losses since its inception. Although SAB Biotherapeutics realized net income in the fiscal year ended December 31, 2020, it may incur losses for the foreseeable future and may not be able to generate sufficient revenue to maintain profitability;
     
  SAB Biotherapeutics’ limited operating history makes future forecasting difficult;
     
  SAB Biotherapeutics’ product candidates are in preclinical or early-stage clinical development;
     
  the future commercial success of SAB Biotherapeutics’ product candidates will depend on the degree of market acceptance of SAB Biotherapeutics’ potential products among physicians, patients, healthcare payers, and the medical community;
     
 

SAB Biotherapeutics has received awards from the U.S. Government in multiple projects over the course of operations, some of which include Government Purpose Rights, Government Limited Rights, and rights of publication;

     
  failure to successfully identify, develop and commercialize additional products or product candidates could impair SAB Biotherapeutics’ ability to grow;
     
  SAB Biotherapeutics depends upon its senior management and senior scientific staff, and their loss or unavailability could put SAB Biotherapeutics at a competitive disadvantage;
     
  SAB Biotherapeutics is subject to manufacturing risks that could substantially increase the costs and limit supply of product candidates or prevent SAB Biotherapeutics from achieving a commercially viable production process;

 

29
 

 

  outbreaks of livestock diseases and other events affecting the health of SAB Biotherapeutics’ bovine herd can adversely impact SAB Biotherapeutics’ ability to conduct its operations and production of its product candidates; and
     
  SAB Biotherapeutics is subject to stringent environmental regulation and potentially subject to environmental litigation, proceedings, and investigations.

 

Risks related to SAB Biotherapeutics’ intellectual property and related laws and regulations, including that:

 

  security breaches, loss of data and other disruptions could compromise sensitive information related to SAB Biotherapeutics’ business or prevent it from accessing critical information and expose SAB Biotherapeutics to liability, which could adversely affect its business and its reputation;
     
  SAB Biotherapeutics’ success may depend on its ability to maintain the proprietary nature of its technology;
     
  SAB Biotherapeutics may become involved in litigation to protect or enforce our patents or the patents of our collaborators or licensors, which could be expensive and time-consuming; and
     
  if patent laws or the interpretation of patent laws change, SAB Biotherapeutics’ competitors may be able to develop and commercialize its discoveries.

 

Risks related to the Business Combination, including that:

 

  BCYP may fail to receive the necessary votes to approve the merger;
     
  the consummation of the merger is subject to a number of conditions and if those conditions are not satisfied or waived, the Business Combination Agreement may be terminated in accordance with its terms and the merger may not be completed;
     
  BCYP and SAB Biotherapeutics will be subject to business uncertainties while the merger is pending;
     
  directors and officers of BCYP have potential conflicts of interest in recommending that stockholders vote in favor of approval of the Business Combination and approval of the other proposals described in this proxy statement/prospectus;
     
  subsequent to the consummation of the Business Combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and stock price, which could cause you to lose some or all of your investment;
     
  if our stockholders fail to comply with the redemption requirements specified in this proxy statement/prospectus, they will not be entitled to redeem their shares of our common stock for a pro rata portion of the Trust Account;
     
  there can be no assurance that New SAB Biotherapeutics Common Stock issued in connection with the Business Combination will be approved for listing on the Nasdaq Global Market following the Closing, or that we will be able to comply with the continued listing standards of the Nasdaq; and

 

30
 

 

  BCYP did not obtain an opinion from an independent investment banking or accounting firm, and consequently, there can be no assurance from an independent source that the price BCYP is paying is fair to BCYP from a financial point of view.

 

Risks related to ownership of our securities following the Business Combination, including that:

 

  insiders will continue to have substantial influence over New SAB Biotherapeutics after the Closing, which could limit your ability to affect the outcome of key transactions, including a change of control;
     
 

subsequent to the consummation of the Business Combination, we may issue additional shares of New SAB Biotherapeutics Common Stock (including upon the exercise of warrants or conversion of New SAB Biotherapeutics Preferred Stock) which would increase the number of shares eligible for future resale in the public market and result in dilution to our stockholders;

     
  we may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless;
     
  our stockholders will experience immediate dilution as a consequence of the issuance of New SAB Biotherapeutics Common Stock as consideration in the Business Combination. Having a minority share position may reduce the influence that our current stockholders have on the management of New SAB Biotherapeutics;
     
  our actual financial position and results of operations may differ materially from the unaudited pro forma financial information included in this proxy statement/prospectus;
     
  we will incur increased costs and demands upon management as a result of complying with the laws and regulations affecting public companies, which could adversely affect our business, financial condition, and results of operations;
     
  if the perceived benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market price of BCYP’s securities prior to the Closing may decline. The market values of New SAB Biotherapeutics’ securities at the time of the Business Combination may vary significantly from their prices on the date the Business Combination Agreement was executed, the date of this proxy statement/prospectus, or the date on which BCYP’s stockholders vote on the Business Combination Proposal and the other proposals presented to them; and
     
  we are an “emerging growth company,” and our election to comply with the reduced disclosure requirements as a public company may make our common stock less attractive to investors.

 

31
 

 

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF SAB BIOTHERAPEUTICS

 

The following summary consolidated statements of operations data and consolidated statements of cash flows data of SAB Biotherapeutics for the years ended December 31, 2020 and 2019 and the condensed consolidated balance sheet data as of December 31, 2020 and 2019 are derived from SAB Biotherapeutics’ consolidated financial statements and the related notes thereto included elsewhere in this proxy statement/prospectus. The summary consolidated statements of operations data of SAB Biotherapeutics for the six months ended June 30, 2021 and 2020 and the condensed consolidated balance sheet data as of June 30, 2021 are derived from SAB Biotherapeutics’ unaudited interim condensed consolidated financial statements included elsewhere in this proxy statement/prospectus

 

SAB Biotherapeutics’ historical results are not necessarily indicative of the results that may be expected in the future. The information below is only a summary and should be read in conjunction with the sections entitled “SAB Biotherapeutics’ Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Information About SAB Biotherapeutics” and the SAB Biotherapeutics financial statements, and the notes and schedules related thereto, which are included elsewhere in this proxy statement/prospectus.

 

SAB Biotherapeutics is providing the following selected historical financial information to assist you in your analysis of the financial aspects of the Business Combination.

 

   Six Months Ended June 30, 
(Amounts in thousands, except for per share data)  2021   2020 
Revenue  $35,137   $12,014 
Operating expenses   37,199    9,992 
(Loss) income from operations   (2,062)   2,022 
Total interest and other income (expense), net   530    (275)
Net (loss) income   (1,532)   1,747 
Basic net (loss) income per share  $(0.04)  $0.03 
Diluted net (loss) income per share  $(0.04)  $0.03 
Weighted common shares outstanding - basic   35,216,000    35,216,000 
Weighted common shares outstanding - diluted   35,216,000    57,793,404 

 

   Six Months Ended June 30, 
(Amounts in thousands)  2021   2020 
Net cash provided by operating activities  $3,068   $428 
Net cash used in investing activities   (5,354)   (1,829)
Net cash (used in) provided by financing activities   (92)   4,101 

 

     
(Amounts in thousands) 

June 30,

2021

   December 31, 2020 
Total current assets  $27,769   $34,455 
Total assets   54,212    56,538 
Total current liabilities   10,197    11,062 
Total liabilities   15,953    17,530 
Total stockholders’ equity   38,259    39,008 
Total liabilities and stockholders’ equity   54,212    56,538 

 

   Year Ended December 31, 
(Amounts in thousands, except for per share data)  2020   2019 
Revenue  $55,238   $3,442 
Operating expenses   34,681    12,115 
Income (loss) from operations   20,557    (8,674)
Total interest and other income (expense), net   (439)   (312)
Net income (loss)   20,118    (8,986)
Basic net income (loss) per share  $0.37   $(0.26)
Diluted net income (loss) per share  $0.35   $(0.26)
Weighted common shares outstanding - basic   35,216,000    35,216,000 
Weighted common shares outstanding - diluted   58,051,614    35,216,000 

 

   Year Ended December 31, 
(Amounts in thousands)  2020   2019 
Net cash provided by (used in) operating activities  $10,005   $(9,214)
Net cash used in investing activities   (12,723)   (609)
Net cash provided by financing activities   8,982    3,681 

 

   December 31, 
(Amounts in thousands)  2020   2019 
Total current assets  $34,455   $9,289 
Total assets   56,538    18,004 
Total current liabilities   11,062    4,618 
Total liabilities   17,530    10,309 
Total stockholders’ equity (deficit)   39,008    (2,306)
Total liabilities, redeemable preferred stock and stockholders’ equity (deficit)   56,538    18,004 

 

SELECTED HISTORICAL FINANCIAL INFORMATION OF BCYP

 

The following tables set forth selected historical financial data from BCYP’s condensed statement of operations data for the period from November 12, 2020 (inception) to June 30, 2021 and balance sheet data as of June 30, 2021 that are derived from BCYP’s unaudited condensed financial statements included elsewhere in this proxy statement/prospectus. The adjusted balance sheet data as of June 30, 2021 is derived from BCYP’s unaudited condensed financial statements and gives effect to the completion of BCYP’s initial public offering (“IPO”) and the related adjustments during January 2021.

 

The information below is only a summary and should be read in conjunction with the sections entitled “BCYP’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Information About BCYP” and the financial statements, and the notes related thereto, which are included elsewhere in this proxy statement/prospectus.

 

BCYP is providing the following selected historical financial information to assist you in your analysis of the financial aspects of the Merger.

 

32
 

 

Big Cypress Acquisition Corp

Historical Balance Sheet

As of June 30, 2021 and December 31, 2020

 

Big Cypress Acquisition Corp

 

   June 30, 2021   December 31, 2020 
   (unaudited)   (audited) 
         
Assets:          
Current assets:          
Cash  $

756,803

   $84,836 
Prepaid income taxes   -    - 
Prepaid expenses   

179,867

    2,258 
Total current assets   

936,670

    87,094 
           
Deferred offering costs   -    235,111 
Marketable securities held in Trust Account   116,155,315    - 
Total assets   117,091,985    322,205 
           
Liabilities and Stockholders’ Equity:          
Current liabilities:          
Accrued offering costs and expenses   152,879    156,201 
Promissory note - Related party   -    150,000 
Total current liabilities   152,879    306,201 
           
Deferred underwriting fee payable   4,220,500    - 
Warrant liability   5,531,106    - 
Total liabilities   9,904,485    306,201 
           
Common stock subject to possible redemption, 10,117,574 and no shares at redemption value at June 30, 2021 and December 31, 2020, respectively   102,187,499    - 
           
Stockholders’ equity:          
Preferred Stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding   -    - 
Common stock, $0.0001 par value; 50,000,000 shares authorized; 4,674,626 and 2,875,000 shares issued and outstanding (excluding 10,117,574 and no shares subject to possible redemption) at June 30, 2021 and December 31, 2020, respectively   467    288 
Additional paid-in capital   4,237,471    24,712 
Accumulated deficit   762,063    (8,996)
Total stockholders’ equity   5,000,001    16,004 
           
Total Liabilities and Stockholders’ Equity   117,091,985    322,205 

 

 

33
 

 

Big Cypress Acquisition Corp

Consolidated Statement of Operations

(Quantities as stated)

 

Big Cypress Acquisition Corp

 

   For six months ended June 30, 2021   For the period from November 12, 2020 (inception) to December 31, 2020 
   (unaudited)     
         
Revenue  $-   $- 
           
Expenses          
Formation and operating costs   368,459    8,996 
Loss from operations   (368,459)   (8,996)
           
Other income (expense):          
Interest earned on marketable securities held in Trust Account   5,315    - 
Offering costs allocated to warrants   (359,874)     
Change in fair value of warrant liability   1,494,077    - 
Total other income (expense)   1,139,518    - 
           
Income/(loss) before provision for income tax   771,059    (8,996)
Benefit from income taxes   -    - 
Net income/(loss)   771,059    (8,996)
           
Basic and diluted weighted average shares outstanding, excluding shares weighted average shares subject to possible redemption   4,162,957    2,500,000 
           
Basic and diluted net loss per common share  $0.18   $- 

 

Statement of Cash Flows        
  

For six months

ended

June 30, 2021

   For the period from November 12, 2020 (inception) to December 31, 2020 
   (unaudited)     
Net cash used in operating activities  $(464,411)   (10,032)
Net cash used in investing activities   (116,150,000)   - 
Net cash provided by financing activities   117,286,378    94,868 

 

34
 

 

SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

The following summary unaudited pro forma condensed combined balance sheet as of June 30, 2021, and the summary unaudited pro forma condensed combined statement of operations for the six-months ended June 30, 2021, and for the year ended December 31, 2020, presents the combination of the financial information of SAB Biotherapeutics and BCYP after giving effect to the Business Combination and related adjustments described in the accompanying notes to Unaudited Pro Forma Condensed Combined Financial Information, and have been prepared in accordance with Article 11 of Regulation S-X.

 

The summary unaudited pro forma condensed combined balance sheet as of June 30, 2021, combines the historical balance sheet of SAB Biotherapeutics and the historical consolidated balance sheet of BCYP on a pro forma basis as if the Business Combination, summarized below, had been consummated on June 30, 2021. The summary unaudited pro forma condensed combined statement of operations for the six-months ended June 30, 2021, and the year ended December 31, 2020, combine the historical statement of operations of SAB Biotherapeutics and BCYP for such period on a pro forma basis as if the transaction, summarized below, had been consummated on January 1, 2020, the beginning of the earliest period presented:

 

  The merger of SAB Biotherapeutics and BCYP, with SAB Biotherapeutics surviving the merger.
     
 

The exchange of each outstanding share of SAB Biotherapeutics Common Stock and SAB Biotherapeutics Preferred Stock will be automatically cancelled, extinguished and converted into a number of shares of New SAB Biotherapeutics Common Stock, based on SAB Biotherapeutics’ Equity Value and based on a conversion rate of 0.47 at June 30, 2021, and December 31, 2020, respectively.

 

The summary unaudited pro forma condensed combined financial information is based on and should be read in conjunction with the audited and unaudited historical financial statements of each of SAB Bio Therapeutics and BCYP and the notes thereto, as well as the disclosures contained in the sections titled “SAB Biotherapeutics Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Big Cypress Acquisition Corp. Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

 

The following tables present selected pro forma information after giving effect to the Business Combination and Related Transactions presented under the following scenarios:

 

  Assuming No Redemption: This presentation assumes that no public stockholders of BCYP exercise redemption rights with respect to their public shares for a pro rata share of the funds in the trust account.
  Assuming Full Redemption: This presentation assumes that all public shares currently held by BCYP public shareholders exercise their redemption rights in exchange for their pro rata share of the $116,155,315 currently held in the trust account.

 

The figures in the following tables are presented only as illustrative examples and are based on the scenarios described above, which may be different from the actual amount of redemptions in connection with the Business Combination.

 

Summary Unaudited Pro Forma Condensed Combined Balance Sheet As Of June 30, 2021

 

   Pro Forma Combined
(Assuming No Redemption)
   Pro Forma Combined
(Assuming Full Redemption)
 
Summary Unaudited Pro Forma Condensed Combined          
Balance Sheet Data as of June 30, 2021          
Total assets  $

162,083

   $45,928 
Total liabilities  $21,638   $21,638 
Total stockholders’ equity  $140,445   $24,290 

 

Summary Unaudited Pro Forma Condensed Combined Statement of operations For The Six-Months Ended June 30, 2021, and December 31, 2020

 

   Pro Forma Combined
(Assuming No Redemption)
   Pro Forma Combined
(Assuming Full Redemption)
 
Summary Unaudited Pro Forma Condensed Combined          
Statement of Operations Data          
Six-months Ended June 30, 2021          
Revenue  $35,137   $35,137 
Net loss per share - basic  $(0.02)  $(0.02)
Net loss per share - diluted  $(0.02)  $(0.02)
Weighted-average shares outstanding - basic   49,438,970    39,103,000 
Weighted-average shares outstanding - diluted   49,438,970    39,103,000 

 

   Pro Forma Combined
(Assuming No Redemption)
   Pro Forma Combined
(Assuming Full Redemption)
 
Summary Unaudited Pro Forma Condensed Combined          
Statement of Operations Data          
Year Ended December 31, 2020          
Revenue  $55,238   $55,238 
Net income per share - basic  $0.41   $0.51 
Net income per share - diluted  $0.36   $0.45 
Weighted-average shares outstanding - basic   49,438,970    39,103,000 
Weighted-average shares outstanding - diluted   55,397,570    45,061,600 

 

If the actual facts are different than these assumptions, then the amounts and shares outstanding in the unaudited pro forma condensed combined financial information will be different and those changes could be material.

 

35
 

 

COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA COMBINED PER SHARE FINANCIAL INFORMATION

 

The following tables set forth:

 

  historical per share information of BCYP for the six-months ended June 30, 2021, and the period from November 12, 2020 (inception) through December 31, 2020;
     
  historical per share information of SAB Biotherapeutics for the six-months ended June 30, 2021, and the year ended December 31, 2020; and
     
  unaudited pro forma per share information of the Combined Company for the six-months ended June 30, 2021, and for the year ended December 31, 2020, after giving effect to the Business Combination, as follows:

 

    Assuming no redemption: This presentation assumes that no public stockholders exercise redemption rights with respect to their public shares.
    Assuming full redemption: This presentation assumes that all public shares currently held by BCYP public shareholders exercise their redemption rights in exchange for their pro rata share of the $116,155,315 currently held in the trust account.

 

The following tables should be read in conjunction with the summary historical financial information included elsewhere in this proxy statement/prospectus, and the historical financial statements of BCYP and SAB Biotherapeutics and the related notes thereto that are included elsewhere in this proxy statement/prospectus. The unaudited BCYP and SAB Biotherapeutics pro forma combined per share information is derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial statements and the related notes thereto included elsewhere in this proxy statement/prospectus.

 

The unaudited pro forma combined net income per share information below does not purport to represent the actual results of operations that would have occurred had the companies been combined during the periods presented, nor does it purport to represent the actual results of operations for any future date or period. The unaudited pro forma combined book value per share information below does not purport to represent what the value of BCYP and SAB Biotherapeutics would have been had the companies been combined during the periods presented.

 

           Combined Pro Forma   SAB Biotherapeutics, Inc. Equivalent Per Share Pro Forma (3) 
   SAB Biotherapeutics, Inc. and Subsidiaries (Historical)   Big Cypress Acquisition Corp. (Historical)   Pro Forma Combined (Assuming No Redemption)   Pro Forma Combined (Assuming Full Redemption)   Pro Forma Combined (Assuming No Redemption)   Pro Forma Combined (Assuming No Redemption) 
                         
As of and for the Six months ended June 30, 2021                              
Book Value per share  $1.09   $1.20   $2.84   $0.62   $1.34   $0.29 
Weighted average shares outstanding of common stock - basic   35,216,000    4,162,957    49,438,970    39,103,000    16,572,904    16,572,904 
Weighted average shares outstanding of common stock - diluted   35,216,000    4,162,957    49,438,970    39,103,000    16,572,904    16,572,904 
Net income per share of common stock - basic  $(0.04)  $0.18   $(0.02)  $(0.02)  $(0.01)  $(0.00)
Net income per share of common stock - diluted  $(0.04)  $0.18   $(0.02)  $(0.02)  $(0.01)  $(0.00)
As of and for the Year ended December 31, 2020                              
Book Value per share  $1.11   $0.01   $2.93   $1.03   $1.39   $0.49 
Weighted average shares outstanding of common stock - basic   35,216,000    2,500,000    49,438,970    39,103,000    16,682,077    16,572,904 
Weighted average shares outstanding of common stock - diluted   58,051,614    2,500,000    55,397,570    45,061,600    27,499,474    27,319,509 
Net income per share of common stock - basic  $0.37   $-   $0.41   $0.51   $0.19   $0.09 
Net income per share of common stock - diluted  $0.35   $-   $0.36   $0.45   $0.17   $0.08 

 

(1) Book value per share = (Total equity)/common shares outstanding

(2) The equivalent pro forma basic and diluted per share data for SAB Biotherapeutics, Inc. Equivalent per share pro forma is calculated based on expected exchange ratio of 0.47

 

36
 

 

TRADING MARKET AND DIVIDENDS

 

BCYP

 

Units, Common Stock, and Warrants

 

BCYP’s Public Units, Common Stock and Public Warrants are each quoted on the Nasdaq Capital Market, under the symbols “BCYPU,” “BCYP” and “BCYPW,” respectively. Each of BCYP’s Public Units consist of one share of BCYP Common Stock and one-half of one BCYP Warrant. Each whole BCYP Warrant entitles the holder thereof to purchase one share of BCYP’s common stock at a price of $11.50 per share. The BCYP Public Units commenced public trading on January 12, 2021, and the BCYP Common Stock and BCYP Public Warrants commenced separate trading on February 9, 2021.

 

BCYP’s Dividend Policy

 

BCYP has not paid any cash dividends on its shares of common stock to date and does not intend to pay cash dividends prior to the completion of a business combination. The payment of cash dividends in the future will be dependent upon BCYP’s revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of a business combination. The payment of any dividends subsequent to a business combination will be within the discretion of the Combined Company’s Board of Directors. It is the present intention of the Board to retain all earnings, if any, for use in its business operations and, accordingly, the Board does not anticipate declaring any dividends in the foreseeable future.

 

SAB Biotherapeutics

 

Information regarding SAB Biotherapeutics is not provided because there is no public market for SAB Biotherapeutics’ common stock.

 

Combined Company

 

Dividend Policy

 

Following completion of the Merger, the Combined Company’s Board of Directors will consider whether or not to institute a dividend policy. It is presently intended that the Combined Company retain its earnings for use in business operations and accordingly, we do not anticipate the Combined Company’s Board of Directors declaring any dividends in the foreseeable future.

 

37
 

 

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This proxy statement/prospectus contains forward-looking statements within the meaning of the federal securities laws, which statements involve substantial risks and uncertainties. These statements are based on the beliefs and assumptions of the respective management teams of BCYP and SAB Biotherapeutics. Although BCYP and SAB Biotherapeutics believe that their respective plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, neither BCYP nor SAB Biotherapeutics can assure you that either will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Forward-looking statements generally relate to future events or future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “contemplate,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative of these words or other similar terms or expressions that concern BCYP’s and SAB Biotherapeutics’ expectations, strategy, plans or intentions. Forward-looking statements contained in this proxy statement/prospectus include statements about:

 

  the anticipated benefits of the Business Combination;
     
  the ability of BCYP and SAB Biotherapeutics to complete the Business Combination;
     
  the anticipated costs associated with the Business Combination;
     
  general economic conditions and their impact on demand for the SAB Biotherapeutics platform;
     
  seasonal sales fluctuations;
     
  the outcome of any known and unknown litigation and regulatory proceedings;
     
  SAB Biotherapeutics is a clinical-stage biopharmaceutical company and has incurred significant losses since its inception. Although SAB Biotherapeutics realized net income in the fiscal year ended December 31, 2020, it may incur losses for the foreseeable future and may not be able to generate sufficient revenue to maintain profitability;
     
  SAB Biotherapeutics’ limited operating history makes future forecasting difficult;
     
  SAB Biotherapeutics’ product candidates are in preclinical or early-stage clinical development;
     
  the future commercial success of SAB Biotherapeutics’ product candidates will depend on the degree of market acceptance of SAB Biotherapeutics’ potential products among physicians, patients, healthcare payers, and the medical community;
     
  failure to successfully identify, develop and commercialize additional products or product candidates could impair SAB Biotherapeutics’ ability to grow;
     
  SAB Biotherapeutics depends upon its senior management and senior scientific staff, and their loss or unavailability could put SAB Biotherapeutics at a competitive disadvantage;
     
  SAB Biotherapeutics is subject to manufacturing risks that could substantially increase the costs and limit supply of product candidates or prevent SAB Biotherapeutics from achieving a commercially viable production process;

 

38
 

 

  outbreaks of livestock diseases and other events affecting the health of SAB Biotherapeutics’ bovine herd can adversely impact SAB Biotherapeutics’ ability to conduct its operations and production of its product candidates; and
     
  SAB Biotherapeutics is subject to stringent environmental regulation and potentially subject to environmental litigation, proceedings, and investigations.

 

The foregoing list may not contain all of the forward-looking statements made in this proxy statement/prospectus.

 

You should not rely upon forward-looking statements as predictions of future events. BCYP and SAB Biotherapeutics have based the forward-looking statements contained in this proxy statement/prospectus primarily on current expectations and projections about future events and trends that they believe may affect business, operating results, financial condition and prospects. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors, including those described in the section titled “Risk Factors” and elsewhere in this proxy statement/prospectus. Moreover, BCYP and SAB Biotherapeutics operate in a highly competitive and rapidly changing environment. New risks and uncertainties emerge from time to time and it is not possible for BCYP or SAB Biotherapeutics to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this proxy statement/prospectus. BCYP and SAB Biotherapeutics cannot assure you that the results, events and circumstances reflected in the forward-looking statements will be achieved or occur and actual results, events or circumstances could differ materially from those described in the forward-looking statements.

 

Forward-looking statements made in this proxy statement/prospectus relate only to events as of the date on which the statements are made. BCYP and SAB Biotherapeutics undertake no obligation to update any forward-looking statements made in this proxy statement/prospectus to reflect events or circumstances after the date of this proxy statement/prospectus or to reflect new information or the occurrence of unanticipated events, except as required by law. BCYP and SAB Biotherapeutics may not actually achieve the plans, intentions or expectations disclosed in forward-looking statements and you should not place undue reliance on forward-looking statements. Forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments we may make.

 

In addition, statements that “BCYP believes” and “SAB Biotherapeutics believes” and similar statements reflect BCYP’s beliefs and opinions and SAB Biotherapeutics’ beliefs and opinions, respectively, on the relevant subject. These statements are based upon information available to BCYP and SAB Biotherapeutics, respectively as of the date of this proxy statement/prospectus and while BCYP and SAB Biotherapeutics believe such information forms a reasonable basis for such statements, such information may be limited or incomplete and BCYP’s and SAB Biotherapeutics’ respective statements should not be read to indicate that BCYP or SAB Biotherapeutics has conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

 

Within this proxy statement/prospectus, SAB Biotherapeutics references information and statistics regarding biotechnology and healthcare industries. SAB Biotherapeutics has obtained this information and statistics from various independent third-party sources, including independent industry publications, reports by market research firms and other independent sources. Some data and other information contained in this proxy statement/prospectus are also based on management’s estimates and calculations, which are derived from SAB Biotherapeutics’ review and interpretation of internal surveys and independent sources. Data regarding the industries in which SAB Biotherapeutics competes and its market position and market share within these industries are inherently imprecise and are subject to significant business, economic and competitive uncertainties beyond our control. SAB Biotherapeutics has not independently verified any third-party information. Reliance on the information derived from third party sources is not advisable in assessing forward-looking statements that are made by SAB Biotherapeutics, SAB Biotherapeutics’ stockholders, or BCYP in this proxy statement/prospectus, and such information should be independently assessed by interested parties. While SAB Biotherapeutics believes its internal company estimates are reliable, such estimates have not been verified by any independent source. In addition, assumptions and estimates of SAB Biotherapeutics, SAB Biotherapeutics’ stockholders, or BCYP and SAB Biotherapeutics’ industries’ future performance are necessarily subject to a high degree of uncertainty and risk due to a variety of factors. These and other factors could cause SAB Biotherapeutics’ future performance to differ materially from our assumptions and estimates.

 

39
 

 

RISK FACTORS

 

Stockholders should carefully consider the following risk factors, together with all of the other information included in this proxy statement/prospectus, before they decide whether to vote or instruct their vote to be cast to approve the proposals described in this proxy statement/prospectus. The following risk factors apply to the business and operations of SAB Biotherapeutics and will also apply to the business and operations of New SAB Biotherapeutics following the completion of the Business Combination. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may adversely affect the ability to complete or realize the anticipated benefits of the business combination, and may have an adverse effect on the business, cash flows, financial condition and results of operations of the post-combination company. You should also carefully consider the following risk factors in addition to the other information included in this proxy statement/prospectus, including matters addressed in the section entitled “Special Note Regarding Forward-Looking Statements.” BCYP or SAB Biotherapeutics may face additional risks and uncertainties that are not presently known to BCYP or SAB Biotherapeutics, or that BCYP or SAB Biotherapeutics currently deems immaterial, which may also impair BCYP’s or SAB Biotherapeutics’ business or financial condition. The following discussion should be read in conjunction with the financial statements and notes to the financial statements included herein.

 

Risks Related to the Business and Operations of SAB Biotherapeutics, Inc.

 

Unless the context requires otherwise, references to “we,” “us” and “our” in this subsection are to the business and operations of SAB Biotherapeutics prior to the Business Combination.

 

SAB Biotherapeutics is a clinical-stage biopharmaceutical company and has incurred significant losses since its inception. Although SAB Biotherapeutics realized net income in the fiscal year ended December 31, 2020, it may incur losses for the foreseeable future and may not be able to generate sufficient revenue to maintain profitability. 

 

SAB Biotherapeutics is a clinical-stage biopharmaceutical company. SAB Biotherapeutics expects to experience variability in revenue and expenses which makes it difficult to evaluate its business and its prospects. As such, SAB Biotherapeutics has and anticipates that it will continue to incur significant operating losses in the foreseeable future. SAB Biotherapeutics’ historical losses resulted principally from costs incurred in research and development, preclinical testing, clinical development of product candidates as well as costs incurred for research programs and from general and administrative costs associated with these operations. In the future, SAB Biotherapeutics intends to continue to conduct research and development, preclinical testing, clinical trials and regulatory compliance activities that, together with anticipated general and administrative expenses, will result in incurring further significant losses for the next several years. SAB Biotherapeutics expects that its operating expenses will continue to increase significantly, including as it:

 

continues the research and development of its clinical- and preclinical-stage product candidates and discovery stage programs, including the clinical trials of SAB-185 and SAB-176;

 

invests in its technology and platform;

 

seeks regulatory approvals for any product candidates that successfully complete clinical trials;

 

markets and sells its solutions to existing and new partners;

 

attracts, hires, and retains qualified personnel;

 

maintains, expands, enforces, protects, and defends its intellectual property portfolio;

 

creates additional infrastructure to support operations;

 

adds operational, financial, and management information systems and personnel to support operations as a public company; and

 

experiences any delays or encounter issues with any of the above.

 

40
 

 

SAB Biotherapeutics’ expenses could increase beyond expectations for a variety of reasons, including as a result of its growth strategy and the increase in the scope and complexity of its operations. In executing SAB Biotherapeutics’ strategy and plans to invest in enhancing and scaling its business, SAB Biotherapeutics will need to generate significant additional revenue to achieve and maintain future profitability. SAB Biotherapeutics may not be able to generate sufficient revenue to achieve profitability and its recent and historical growth should not be considered indicative of future performance.

 

SAB Biotherapeutics’ limited operating history makes future forecasting difficult.

 

SAB Biotherapeutics was incorporated in April 2014. As a result of SAB Biotherapeutics’ limited operating history, it is difficult to accurately forecast revenues or to predict operating expenses. SAB Biotherapeutics’ current and future expense estimates are based, in large part, on the SAB Biotherapeutics’ estimates of future revenue and on its research, development and commercialization plans. In particular, SAB Biotherapeutics plans to increase its operating expenses significantly in order to expand its research, development and sales and marketing operations. To the extent that these expenses precede increased revenue, SAB Biotherapeutics’ business, results of operations and financial condition would be materially adversely affected. SAB Biotherapeutics may be unable to, or may elect not to, adjust spending quickly enough to offset any unexpected revenue shortfall. Therefore, any significant shortfall in revenue in relation to SAB Biotherapeutics’ expectations would also have a material adverse effect on its business, results of operations and financial condition.

 

SAB Biotherapeutics is in early development efforts and its product candidates are in clinical and preclinical development.

 

SAB Biotherapeutics currently does not have any products that have gained regulatory approval. SAB Biotherapeutics’ ability to generate product revenues, which it does not expect will occur for several years, if ever, will depend heavily on the successful development and eventual commercialization of its product candidates. As a result, its business is substantially dependent on the ability to successfully complete the development of and obtain regulatory approval for its product candidates.

 

SAB Biotherapeutics has not yet demonstrated an ability to successfully overcome many of the risks and uncertainties frequently encountered by companies in new and rapidly evolving fields. If SAB Biotherapeutics is unsuccessful in accomplishing the numerous and complex objectives in developing its product candidates, SAB Biotherapeutics may not be able to successfully develop and commercialize its product candidates, and SAB Biotherapeutics’ business will suffer.

 

If SAB Biotherapeutics encounters difficulties enrolling patients in clinical trials, clinical trials of SAB Biotherapeutics’ product candidates may be delayed or otherwise adversely affected.

 

The timely completion of clinical trials in accordance with their protocols depends, among other things, on SAB Biotherapeutics’ ability to enroll a sufficient number of patients who remain in the trial until conclusion. SAB Biotherapeutics may experience difficulties in patient enrollment in clinical trials for a variety of reasons, including:

 

  the size and nature of the patient population;

 

  the design of the trial, including the patient eligibility criteria defined in the protocol;

 

  the size of the study population required for analysis of the trial’s primary endpoints;

 

  the proximity of patients to trial sites;

 

  SAB Biotherapeutics’ ability to recruit clinical trial investigators with the appropriate competencies and experience;

 

  competing clinical trials for similar therapies or other new therapeutics;

 

 

clinicians’ and patients’ perceptions as to the potential advantages and side effects of the drug candidate being

studied in relation to other available therapies, including any new drugs or treatments that may be approved for the

indications SAB Biotherapeutics is investigating;

 

  SAB Biotherapeutics’ ability to obtain and maintain patient consents;

 

  the risk that patients enrolled in clinical trials will not complete a clinical trial; and

 

  the availability of approved therapies that are similar in mechanism to SAB Biotherapeutics’ product candidates.

 

Failure of SAB Biotherapeutics’ timely completion of clinical trials would delay the approval and commercialization of SAB Biotherapeutics’ product candidates, impair the commercial performance of SAB Biotherapeutics’ product candidates, and consequently harm its business and results of operations.

 

SAB Biotherapeutics’ preclinical studies and clinical trials may fail to demonstrate substantial evidence of the safety and efficacy of its product candidates, or serious adverse or unacceptable side effects may be identified during the development of its product candidates, which could prevent, delay or limit the scope of regulatory approval of SAB Biotherapeutics’ product candidates, limit their commercialization, increase costs or necessitate the abandonment or limitation of the development of some of SAB Biotherapeutics’ product candidates.

 

To obtain the requisite regulatory approvals for the commercial sale of SAB Biotherapeutics’ product candidates, SAB Biotherapeutics must demonstrate through lengthy, complex and expensive preclinical testing and clinical trials that such product candidates are safe, pure and potent for use in each target indication. These trials are expensive and time consuming, and their outcomes are inherently uncertain. Failures can occur at any time during the development process. Preclinical studies and clinical trials often fail to demonstrate safety or efficacy of the product candidate studied for the target indication, and most product candidates that begin clinical trials are never approved.

 

SAB Biotherapeutics may fail to demonstrate with substantial evidence from adequate and well-controlled trials, and to the satisfaction of the FDA or comparable foreign regulatory authorities, that SAB Biotherapeutics’ product candidates are safe and potent for their intended uses.

 

The future commercial success of SAB Biotherapeutics’ product candidates will depend on the degree of market acceptance of SAB Biotherapeutics’ potential products among physicians, patients, healthcare payers, and the medical community.

 

When available on the market, SAB Biotherapeutics’ products may not achieve an adequate level of acceptance by physicians, patients and the medical community, which may result in SAB Biotherapeutics failing to achieve profitability. In addition, efforts to educate the medical community and third-party payers on the benefits of SAB Biotherapeutics’ products may require significant resources and may never be successful, which would prevent SAB Biotherapeutics from generating significant revenues or becoming profitable.

 

41
 

 

Failure to successfully identify, develop and commercialize additional products or product candidates could impair SAB Biotherapeutics’ ability to grow.

 

Although a substantial amount of SAB Biotherapeutics’ efforts will focus on the continued preclinical and clinical testing and potential approval of product candidates in its current pipeline, a key element of long-term growth strategy is to develop and market additional products and product candidates. Because SAB Biotherapeutics has limited financial and managerial resources, research programs to identify product candidates will require substantial additional technical, financial and human resources, whether or not any product candidates are ultimately identified. The success of this strategy depends partly upon SAB Biotherapeutics’ ability to identify, select and develop promising product candidates and products. SAB Biotherapeutics’ technology platforms may fail to discover and to generate additional product candidates that are suitable for further development. All product candidates are prone to risks of failure typical of pharmaceutical product development, including the possibility that a product candidate may not be suitable for clinical development as a result of its harmful side effects, limited efficacy or other characteristics that indicate that it is unlikely to be a product that will receive approval by the FDA and other comparable foreign regulatory authorities and achieve market acceptance. If SAB Biotherapeutics does not successfully develop and commercialize product candidates based upon its technological approach, it may not be able to obtain product or collaboration revenues in future periods, which would adversely affect SAB Biotherapeutics’ business, prospects, financial condition and results of operations.

 

SAB Biotherapeutics’ long-term growth strategy to develop and market additional products and product candidates is heavily dependent on precise, accurate and reliable scientific data to identify, select and develop promising pharmaceutical product candidates and products. SAB Biotherapeutics’ business decisions may therefore be adversely influenced by improper or fraudulent scientific data sourced from third parties. Any irregularities in the scientific data used by SAB Biotherapeutics to determine its focus in research and development of product candidates and products could have a material adverse effect on SAB Biotherapeutics’ business, prospects, financial condition and results of operations.

 

SAB Biotherapeutics needs to attract and retain highly skilled personnel; strategic partners and SAB Biotherapeutics may be unable to effectively manage its growth with its limited resources.

 

SAB Biotherapeutics has limited human resources and its future success will depend in part on its ability to attract, train, retain and motivate highly skilled executive level management, research and development, and sales personnel and to establish and maintain effective strategic alliances with key companies in SAB Biotherapeutics’ industry. Competition is intense for many of these types of personnel from other companies, consulting firms and more established organizations, many of which have significantly larger operations and greater financial, marketing, human, and other resources than SAB Biotherapeutics. SAB Biotherapeutics may not be successful in attracting and retaining qualified personnel on a timely basis, on competitive terms or at all. If SAB Biotherapeutics is not successful in attracting and retaining these personnel, its business, prospects, financial condition and results of operations may be materially adversely affected.

 

SAB Biotherapeutics anticipates adding new employees and SAB Biotherapeutics will have to integrate such new employees into its operations.

 

SAB Biotherapeutics’ officers and directors may not possess all of the skills or experience necessary to successfully implement SAB Biotherapeutics’ business plan. Further, SAB Biotherapeutics anticipates hiring new employees. SAB Biotherapeutics’ failure to fully integrate new employees into its operations could have a material adverse effect on its business, prospects, financial condition and results of operations.

 

SAB Biotherapeutics depends upon its senior management and senior scientific staff, and their loss or unavailability could put SAB Biotherapeutics at a competitive disadvantage.

 

SAB Biotherapeutics’ success depends largely on the skills, experience and reputation of certain key management and personnel, in particular its directors, executive officers and senior scientific staff. The loss or unavailability of any of these individuals for any significant period of time could have a material adverse effect on its business, prospects, financial condition and results of operations.

 

SAB Biotherapeutics is limited in its ability to manufacture pharmaceutical products.

 

To be successful, SAB Biotherapeutics’ products and the products of its partners must be manufactured in commercial quantities in compliance with regulatory requirements and at a commercially acceptable cost. SAB Biotherapeutics has not commercialized any pharmaceutical products, nor has it demonstrated its ability to manufacture commercial quantities of its or its partners’ product candidates in accordance with regulatory requirements. If SAB Biotherapeutics is unable to develop itself or contract with a third party manufacturer to produce suitable quantities of its or its partners’ products in accordance with regulatory standards at a commercially acceptable cost, the ability of SAB Biotherapeutics or its partners to conduct clinical trials, obtain regulatory approvals and market such products may be adversely affected, which could adversely affect SAB Biotherapeutics’ competitive position and its chances of achieving profitability. There can be no assurance that such products can be manufactured by SAB Biotherapeutics or any other party at a cost or in quantities which are commercially viable.

 

42
 

  

SAB Biotherapeutics is subject to manufacturing risks that could substantially increase the costs and limit supply of product candidates or prevent SAB Biotherapeutics from achieving a commercially viable production process.

 

The process of manufacturing SAB Biotherapeutics’ product candidates is complex, highly regulated and subject to several risks, including:

 

SAB Biotherapeutics does not have experience in manufacturing its product candidates at commercial scale.

 

SAB Biotherapeutics plans to develop a larger scale manufacturing process for its product candidates.

 

SAB Biotherapeutics may not succeed in scaling up the process.

 

SAB Biotherapeutics may need a larger scale manufacturing process for certain product candidates than what has been planned.

 

Any changes in the SAB Biotherapeutics’ manufacturing processes as a result of scaling up may result in the need to obtain additional regulatory approvals. Difficulties in achieving commercial-scale production or the need for additional regulatory approvals as a result of scaling up could delay the development and regulatory approval of SAB Biotherapeutics’ product candidates and ultimately affect SAB Biotherapeutics’ success. SAB Biotherapeutics may not achieve the manufacturing productivity (“yield”) required to achieve a commercially viable cost of goods. Low productivities may result in a cost of goods which are too high to allow profitable commercialization, or give rise to the need for additional manufacturing process optimization which would require additional funding and time.

 

Additionally, the process of manufacturing biologics, such as SAB Biotherapeutics’ product candidates, is extremely susceptible to product loss due to contamination, equipment failure or improper installation or operation of equipment, vendor or operator error, inconsistency in yields, variability in product characteristics and difficulties in scaling the production process. Even minor deviations from normal manufacturing processes could result in reduced production yields, product defects and other supply disruptions. If microbial, viral or other contaminations are discovered in SAB Biotherapeutics’ product candidates or in the manufacturing facilities in which SAB Biotherapeutics’ product candidates are made, such manufacturing facilities may need to be closed for an extended period of time to investigate and remedy the contamination.

 

The manufacturing facilities in which SAB Biotherapeutics’ product candidates are made could be adversely affected by equipment failures, labor shortages, natural disasters, power failures and numerous other factors.

 

SAB Biotherapeutics presently manufactures its product candidates at its lab facilities in South Dakota. If SAB Biotherapeutics’ lab facilities were to be damaged or destroyed by fire, flood, other natural disaster or other occurrences of any kind, it would have a material adverse effect on SAB Biotherapeutics’ ability to produce product candidates and on SAB Biotherapeutics’ business, financial condition and results of operations.

 

SAB Biotherapeutics must comply with applicable current Good Manufacturing Practice, or cGMP, regulations and guidelines. SAB Biotherapeutics may encounter difficulties in achieving quality control and quality assurance and may experience shortages in qualified personnel. SAB Biotherapeutics is subject to inspections by regulatory authorities to confirm compliance with applicable regulatory requirements. Any failure to follow cGMP or other regulatory requirements or delay, interruption or other issues that arise in the manufacture, fill-finish, packaging, or storage of SAB Biotherapeutics’ product candidates as a result of a failure of SAB Biotherapeutics’ facilities or the facilities or operations of third parties to comply with regulatory requirements or pass any regulatory authority inspection could significantly impair SAB Biotherapeutics’ ability to develop and commercialize its product candidates, leading to significant delays in the availability of therapeutic product for clinical studies or the termination or hold on a clinical study, or the delay or prevention of a filing or approval of marketing applications for SAB Biotherapeutics’ product candidates. Significant noncompliance could also result in the imposition of sanctions, including fines, injunctions, civil penalties, failure of regulatory authorities to grant marketing approvals for SAB Biotherapeutics’ product candidates, delays, suspension or withdrawal of approvals, license revocation, seizures or recalls of products, operating restrictions and criminal prosecutions, any of which could damage SAB Biotherapeutics’ reputation. If SAB Biotherapeutics is not able to achieve and maintain regulatory compliance, SAB Biotherapeutics may not be permitted to market its product candidates and/or may be subject to product recalls, seizures, injunctions, or criminal prosecution.

 

43
 

 

Any adverse developments affecting manufacturing operations for SAB Biotherapeutics’ product candidates, if any are approved, may result in shipment delays, inventory shortages, lot failures, product withdrawals or recalls, or other interruptions in the supply of product candidates. SAB Biotherapeutics may also have to take inventory write-offs and incur other charges and expenses for products that fail to meet specifications, undertake costly remediation efforts or seek more costly manufacturing alternatives.

 

SAB Biotherapeutics’ product candidates that have been produced and are stored for later use may degrade, become contaminated or suffer other quality defects, which may cause the affected product candidates to no longer be suitable for their intended use in clinical studies or other development activities. If the defective product candidates cannot be replaced in a timely fashion, SAB Biotherapeutics may incur significant delays in its development programs that could adversely affect the value of such product candidates.

 

Outbreaks of livestock diseases and other events affecting the health of SAB Biotherapeutics’ bovine herd can adversely impact SAB Biotherapeutics’ ability to conduct its operations and production of its product candidates.

 

SAB Biotherapeutics’ product candidates are based on materials produced by genetically engineered bovines. SAB Biotherapeutics maintains a herd of approximately 200 genetically engineered production animals at a single location in South Dakota and a larger herd of recipient animals at other locations. SAB Biotherapeutics’ ability to produce product candidates is dependent on the continued health and productivity of its animals. The supply of SAB Biotherapeutics’ product candidates can be adversely impacted by outbreaks of livestock diseases, which can have a significant adverse impact on SAB Biotherapeutics’ financial condition. SAB Biotherapeutics’ animals produced by the recipient herd do not typically become productive until 15-18 months from the start of gestation. If all or a material number of the productive herd were to become diseased, injured or die as a result of bacterial, fungal or viral infections, such as foot and mouth disease, or natural disaster or other occurrences of any kind, it would have a material adverse effect on SAB Biotherapeutics’ ability to produce product candidates and on SAB Biotherapeutics’ business, financial condition and results of operations.

 

Extreme factors or forces beyond SAB Biotherapeutics’ control could negatively impact the business .

 

Natural disasters, fire, bioterrorism or other acts of terrorism or vandalism, animal activist activity or adverse public perception or media coverage or other public relations issues pandemic or extreme weather, including droughts, floods, excessive cold or heat, hurricanes or other storms, could impair the health or growth of livestock or interfere with SAB Biotherapeutics’ operations due to power outages, fuel shortages, feed shortages, decrease in availability of water, damage to SAB Biotherapeutics’ production and manufacturing facilities or disruption of transportation channels which would delay the development, regulatory approval and manufacture of SAB Biotherapeutics’ product candidates and ultimately affect SAB Biotherapeutics’ success. Any of these factors could have an adverse effect on SAB Biotherapeutics’ financial condition and ability to operate.

 

Security breaches, loss of data and other disruptions could compromise sensitive information related to SAB Biotherapeutics’ business or prevent it from accessing critical information and expose SAB Biotherapeutics to liability, which could adversely affect its business and its reputation.

 

In the ordinary course of business, SAB Biotherapeutics generates and stores sensitive data, including research data, intellectual property and proprietary business information owned or controlled by itself or its employees, partners and other parties. SAB Biotherapeutics utilizes external security and infrastructure vendors to manage parts of its network. These applications and data encompass a wide variety of business-critical information, including research and development information, commercial information and business and financial information. SAB Biotherapeutics faces a number of risks relative to protecting this critical information, including loss of access risk, inappropriate use or disclosure, accidental exposure, unauthorized access, inappropriate modification and the risk of being unable to adequately monitor and audit and modify controls over critical information. This risk extends to the third party vendors and subcontractors SAB Biotherapeutics uses to manage this sensitive data or otherwise process it on SAB Biotherapeutics’ behalf. The secure processing, storage, maintenance and transmission of this critical information is vital to SAB Biotherapeutics’ operations and business strategy, and SAB Biotherapeutics devotes significant resources to protecting such information. Although SAB Biotherapeutics takes reasonable measures to protect sensitive data from unauthorized access, use or disclosure, no security measures can be perfect and SAB Biotherapeutics’ information technology and infrastructure may be vulnerable to attacks by hackers or infections by viruses or other malware or breached due to employee erroneous actions or inactions by employees or contractors, malfeasance or other malicious or inadvertent disruptions. Any such breach or interruption could compromise SAB Biotherapeutics’ networks and the information stored there could be accessed by unauthorized parties, publicly disclosed, lost or stolen. Any such access, breach, or other loss of information could result in legal claims or proceedings. Unauthorized access, loss or dissemination could also disrupt operations and damage SAB Biotherapeutics’ reputation, any of which could adversely affect SAB Biotherapeutics’ business.

 

44
 

 

Absence of sales and marketing experience.

 

SAB Biotherapeutics has no experience in sales, marketing or distribution. Before it can market any of its products directly, SAB Biotherapeutics must develop a substantial marketing and sales force with technical expertise and supporting distribution capability. Alternatively, SAB Biotherapeutics may obtain the assistance of a pharmaceutical company with a large distribution system and a large direct sales force. SAB Biotherapeutics does not have any existing distribution arrangements with any pharmaceutical company for its products. There can be no assurance that SAB Biotherapeutics will be able to establish sales and distribution capabilities or be successful in gaining market acceptance for its products.

 

SAB’s success depends on our ability to maintain the proprietary nature of our technology.

 

SAB’s success in large part depends on our ability to maintain the proprietary nature of our technology and other trade secrets. To do so, we must prosecute and maintain existing patents, obtain new patents and pursue trade secret and other intellectual property protection. We also must operate without infringing the proprietary rights of third-parties or allowing third-parties to infringe our rights. Patent issues relating to pharmaceuticals and biologics involve complex legal, scientific and factual questions. To date, no consistent policy has emerged regarding the breadth of biotechnology patent claims that are granted by the U.S. Patent and Trademark Office (“USPTO”) or enforced by the federal courts. Therefore, we do not know whether any particular patent applications will result in the issuance of patents, or that any patents issued to us will provide us with any competitive advantage. We also cannot be sure that we will develop additional proprietary products that are patentable. Furthermore, there is a risk that others will independently develop or duplicate similar technology or products or circumvent the patents issued to us.

 

Third parties may claim we infringe their intellectual property rights.

 

Our research, development and commercialization activities may be found to infringe patents owned by third-parties from whom we do not hold licenses or other rights to use their intellectual properties. There may be rights we are not aware of, including applications that have been filed, but not published that, when issued, could be asserted against us. These third-parties could bring claims against us, and that may cause us to incur substantial expenses and, if successful against us, could cause us to pay substantial damages. Further, if a patent infringement suit were brought against us, we could be forced to stop or delay research, development, manufacturing or sales of the product or product candidate that is the subject of the suit.

 

As a result of potential patent infringement claims, or in order to avoid potential claims, we may choose or be required to seek a license from the third-party. These licenses may not be available on acceptable terms, or at all. Even if we are able to obtain a license, the license would likely obligate us to pay license fees or royalties or both, and the rights granted to us might be non-exclusive, which could result in our competitors gaining access to the same intellectual property. Ultimately, we could be prevented from commercializing a product, or be forced to cease some aspect of our business operations, if, as a result of actual or threatened patent infringement claims, we are unable to enter into licenses on acceptable terms. All of the issues described above could also impact our collaborators, which would also impact the success of the collaboration and therefore us.

 

45
 

 

We may become involved in litigation to protect or enforce our patents or the patents of our collaborators or licensors, which could be expensive and time-consuming.

 

Competitors may infringe our patents or the patents of our collaborators or licensors. As a result, we may be required to file suit to counter infringement for unauthorized use. This can be expensive, particularly for a company of our size, and time-consuming. In addition, in an infringement proceeding, a court may decide that a patent of ours is not valid or is unenforceable, or may refuse to stop the other party from using the technology at issue on the grounds that our patents do not cover its technology. An adverse determination of any litigation or defense proceeding could put one or more of our patents at risk of being invalidated or interpreted narrowly and could put our patent applications at the risk of not issuing.

 

Even if we are successful, litigation may result in substantial costs and distraction to our management. Even with a broad portfolio, we may not be able, alone or with our collaborators and licensors, to prevent misappropriation of our proprietary rights, particularly in countries where the laws may not protect such rights as fully as in the U.S.

 

Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of our confidential information could be compromised by disclosure during this type of litigation. In addition, during the course of litigation, there could be public announcements of the results of hearings, motions or other interim proceedings or developments. If investors perceive these results to be negative, the market price for our common stock could be significantly harmed.

 

If patent laws or the interpretation of patent laws change, our competitors may be able to develop and commercialize our discoveries.

 

Important legal issues remain to be resolved as to the extent and scope of available patent protection for biopharmaceutical products and processes in the U.S. and other important markets outside the U.S., such as Europe and Japan. In addition, foreign markets may not provide the same level of patent protection as provided under the U.S. patent system. Litigation or administrative proceedings may be necessary to determine the validity and scope of certain of our and others’ proprietary rights. Any such litigation or proceeding may result in a significant commitment of resources in the future and could force us to do one or more of the following: cease selling or using any of our products that incorporate the challenged intellectual property, which would adversely affect our revenue; obtain a license from the holder of the intellectual property right alleged to have been infringed, which license may not be available on reasonable terms, if at all; and redesign our products to avoid infringing the intellectual property rights of third-parties, which may be time-consuming or impossible to do. In addition, changes in, or different interpretations of, patent laws in the U.S. and other countries may result in patent laws that allow others to use our discoveries or develop and commercialize our products. We cannot provide assurance that the patents we obtain or the unpatented technology we hold will afford us significant commercial protection.

 

SAB Biotherapeutics has third party collaborators that might claim rights in or to SAB’s technology and/or assets.

 

SAB Biotherapeutics has extensive experience collaborating with multiple parties in Government and industry, and has agreements and collaborations that allow potential claims and actual rights, such as shared publication rights, shared inventions, access to assets, potential claims of co-inventorship, limited rights to data, general purpose rights to data, and other claims that may affect SAB Biotherapeutics’ business operations, intellectual property portfolio, interruption of operating assets or SAB Biotherapeutics’ ability to protect its own rights. There can be no assurance that SAB Biotherapeutics’ competitors, suppliers, service providers, collaborators or other parties will not succeed in asserting rights that are or become contrary to the interests of the company.

 

SAB is party to a contracting agreement   with the US federal government which could be subject to revision or termination at the discretion of the US federal government.

 

SAB Biotherapeutics is executing on an award agreement (Project Agreement No. 01; MCDC1902-007) with the US federal Government (“USG”) that is structured as a cost reimbursement agreement that includes a defined scope and budget and represents the substantial majority of SAB revenues. The USG has the right to discontinue the agreement and wind-down or change the scope of the projects within the agreement. In the event the USG stops or alters the scope of the project, such action could have a material impact on the financial performance of SAB Biotherapeutics. Further, the agreement contains general purpose and limited purpose rights of USG, which include the sharing of certain types of information and a right to negotiate reasonable access to physical assets that have been funded by USG. 

 

SAB Biotherapeutics operates in a highly competitive industry.

 

SAB Biotherapeutics is engaged in highly competitive industries. SAB Biotherapeutics competes with many public and private companies, including pharmaceutical companies, chemical companies, specialized biotechnology companies and academic institutions. Many of SAB Biotherapeutics’ competitors have substantially greater financial, scientific and technical resources, and manufacturing and marketing experience and capabilities than SAB Biotherapeutics. In addition, many of SAB Biotherapeutics’ competitors have significantly greater experience conducting preclinical studies and clinical trials of new pharmaceutical products, and in obtaining regulatory approvals for pharmaceutical products. Competitors of SAB Biotherapeutics and its collaborators may develop and commercialize such products more rapidly than SAB Biotherapeutics and its collaborators. Competition may increase further as a result of potential advances from the study of pharmaceutical products, and greater availability of capital for investment in this field. There can be no assurance that SAB Biotherapeutics’ competitors will not succeed in developing technologies and products that are more effective than any being developed by SAB Biotherapeutics or that would render SAB Biotherapeutics’ technology and products obsolete or noncompetitive. There can be no assurance that these and other efforts by potential competitors will not be successful, or that other methods will not be developed to compete with SAB Biotherapeutics’ technology. There are specific products and technologies that compete with current product pipeline and that may outperform or be more competitive than SAB Biotherapeutics’ products. For example, there are multiple animal derived sources for ATG that may be competitive with SAB-142; there are industry standard human sources of IgG that may outcompete SAB-181; there are other antibody and antiviral technologies that may outcompete SAB Biotherapeutics’ anti-influenza product, SAB-176; there are other existing competitive products that may outcompete in indications for Type I diabetes (also SAB-142); there are multiple COVID-19 products that may outcompete SAB-185.

 

46
 

 

SAB Biotherapeutics is subject to stringent environmental regulation and potentially subject to environmental litigation, proceedings, and investigations.

 

SAB Biotherapeutics’ business operations and use of real property are subject to stringent federal, state, and local environmental laws and regulations pertaining to safe working conditions, ethical experimental use of animals, the discharge of materials into the environment, and the handling and disposition of wastes (including solid and hazardous wastes) or otherwise relating to protection of the environment. These laws include the Occupational Safety and Health Act, the Toxic Test Substances Control Act and the Resource Conservation and Recovery Act. Compliance with these laws and regulations, and the ability to comply with any modifications to these laws and regulations, is material to SAB Biotherapeutics’ business. New matters or sites may be identified in the future that will require additional investigation, assessment, or expenditures. In addition, some of SAB Biotherapeutics’ facilities have been in operation for some time and, over time, SAB Biotherapeutics and any other prior operators of these facilities may have generated and disposed of wastes that now may be considered hazardous. Future discovery of contamination of property underlying or in the vicinity of SAB Biotherapeutics’ present or former properties or manufacturing facilities and/or waste disposal sites could require SAB Biotherapeutics to incur additional expenses. In addition, claimants may sue us for injury or contamination that results from our use of or our handling of contaminants, and our liability may exceed our total assets. Compliance with environmental laws and regulations may be expensive, and current or future environmental regulations may impair our research, development or production efforts. The occurrence of any of these events, the implementation of new laws and regulations, or stricter interpretation of existing laws or regulations, could adversely affect SAB Biotherapeutics’ financial condition and ability to operate.

 

Risks Related to BCYP and the Business Combination

 

Unless the context requires otherwise, references to “we,” “us” and “our” in this subsection are to the business and operations of BCYP prior to the Business Combination.

 

Directors and officers of BCYP have potential conflicts of interest in recommending that stockholders vote in favor of approval of the Business Combination and approval of the other proposals described in this proxy statement/prospectus.

 

When considering the BCYP Board’s recommendation that its stockholders vote in favor of the approval of the Business Combination, BCYP stockholders should be aware that directors and officers of BCYP have interests in the Business Combination that may be different from, or in addition to, the interests of BCYP stockholders. These interests include:

 

If we are unable to complete our initial business combination by April 14, 2022 (or by October 14, 2022, if the Sponsor extends the period of time to consummate a business combination twice, each time by an additional three months), we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the public shares and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under the DGCL to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination by April 14, 2022 (or by October 14, 2022, if the Sponsor extends the period of time to consummate a business combination twice, each time by an additional three months). Our Initial Stockholders purchased the Founder Shares prior to our IPO for an aggregate purchase price of $25,000.

 

Simultaneously with the closing of our IPO, we consummated the sale of 417,200 Private Placement Units at a price of $10.00 per unit in a private placement to our Sponsor. If we do not consummate a business combination transaction by April 14, 2022 (or by October 14, 2022, if the Sponsor extends the period of time to consummate a business combination twice, each time by an additional three months), then the proceeds from the sale of the Private Placement Units will be part of the liquidating distribution to the public stockholders and the Private Placement Units held by our Sponsor will be worthless. The Private Placement Units held by our Sponsor had an aggregate market value of approximately $          million based upon the closing price of $       per share and $        per warrant on the Nasdaq on                  , 2021.

 

47
 

 

Our Initial Stockholders will lose their entire investment on the Founder Shares and Private Placement Units if we do not complete a business combination by April 14, 2022 (or by October 14, 2022, if the Sponsor extends the period of time to consummate a business combination twice, each time by an additional three months).

 

Messrs. Samuel J. Reich and Jeffrey G. Spragens will continue to serve as directors of New SAB Biotherapeutics after the Closing. As such, in the future they may receive any cash fees, stock options or stock awards that the New SAB Biotherapeutics Board determines to pay to its directors.

 

Our Initial Stockholders have made an aggregate average investment per share of $1.27 (including the Founder Shares and Private Placement Units) as of the consummation of the IPO. As a result of the significantly lower investment per share of our Initial Stockholders, as compared with the investment per share of our public stockholders, a transaction which results in an increase in the value of the investment of our Initial Stockholders may result in a decrease in the value of the investment of our public stockholders.

 

Our Initial Stockholders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if we fail to complete a business combination by April 14, 2022 (or by October 14, 2022, if the Sponsor extends the period of time to consummate a business combination twice, each time by an additional three months).

 

In order to protect the amounts held in the Trust Account, our Sponsor has agreed that it will be liable to us if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target business with which we have entered into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act.

 

Following the Closing, our Sponsor would be entitled to the repayment of any working capital loan and advances that have been made to us and remain outstanding. As of the date of this proxy statement/prospectus, our Sponsor has not made any advances to us for working capital expenses. If we do not complete an initial business combination within the required period, we may use a portion of our working capital held outside the Trust Account to repay the working capital loans, but no proceeds held in the Trust Account would be used to repay the working capital loans.

 

Following the consummation of the Business Combination, we will continue to indemnify our existing