As filed with the Securities and Exchange Commission on September 21, 2021

Registration No. 333-258869

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 2

to

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Big Cypress Acquisition Corp.*

(Exact name of registrant as specified in its charter)

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:

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.

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

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 SEPTEMBER 21, 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 10:00 a.m. (New York City time) on October 20, 2021. The Special Meeting can be accessed by visiting https://www.cstproxy.com/bigcypressaccorp/2021 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:

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 September 17, 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 $116,157,288 on the close of business on September 17, 2021 (the “Record Date”), the estimated per share redemption price would have been approximately $10.10. Public Stockholders may elect to redeem Public Shares even if they vote for or against 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 22.3% 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 https://www.cstproxy.com/bigcypressaccorp/2021.

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,

/s/ Samuel J. Reich

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 September    , 2021, and is first being mailed to stockholders of BCYP on or about September   , 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, 5^th 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 October 13, 2021.

Big Cypress Acquisition Corp.

NOTICE OF THE SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 20, 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 October 20, 2021, at 10:00 a.m. Eastern Time, and conducted exclusively via live audio cast at https://www.cstproxy.com/bigcypressaccorp/2021. 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 https://www.cstproxy.com/bigcypressaccorp/2021. You are cordially invited to participate in the Special Meeting for the following purposes:

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 September 17, 2021 as the record date for the Special Meeting. Only holders of record of BCYP Common Stock at the close of business September 17, 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 https://www.cstproxy.com/bigcypressaccorp/2021. 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 $116,157,288 on the close of business on September 17, 2021 (the “Record Date”), the estimated per share redemption price would have been approximately $ 10.10. 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 22.3% 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 OCTOBER 18, 2021 (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 OCTOBER 13, 2021, WHICH IS FIVE BUSINESS DAYS BEFORE THE DATE OF THE SPECIAL MEETING.

TABLE OF CONTENTS

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. 333-258869), 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.

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.

“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.

“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.

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

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

Kingsdale Advisors

745 Fifth Avenue, 5^th 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 October 13, 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

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.

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:

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.

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.

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:

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:

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 $116,157,288 on the Record Date, the estimated per share redemption price would have been approximately $10.10.

In order to exercise your redemption rights, you must:

Continental Stock Transfer & Trust Company

One State Street Plaza, 30th Floor

New York, New York 10004

Attn: Mark Zimkind

Email: mzimkind@continentalstock.com

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:

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.

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.

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”.

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.

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:

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:

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 October 20, 2021, at 10:00 a.m. Eastern time, and conducted exclusively via live audio cast at https://www.cstproxy.com/bigcypressaccorp/2021. 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 September 17, 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 14,792,200 shares of BCYP Common Stock outstanding and entitled to vote at the Special Meeting held by six 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.

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:

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

Risks related to the Business Combination, including that:

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

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.

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.

Big Cypress Acquisition Corp

Historical Balance Sheet

As of June 30, 2021 and December 31, 2020

Big Cypress Acquisition Corp