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United States securities and exchange commission logo
July 29, 2021
Samuel Reich
Chief Executive Officer
Big Cypress Acquisition Corp.
300 W. 41st Street, Suite 202
Miami Beach, FL 33140
Re: Big Cypress
Acquisition Corp.
Draft Registration
Statement on Form S-4
Submitted July 2,
2021
CIK No. 0001833214
Dear Mr. Reich:
We have reviewed your draft registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Draft Registration Statement on Form S-4 Submitted July 2, 2021
Cover page
1. Please revise the
prospectus cover page to disclose the expected ownership percentages in
the combined company of
BCYP s public stockholders, the Initial Stockholders and
SAB s stockholders.
Samuel Reich
FirstName
Big CypressLastNameSamuel Reich
Acquisition Corp.
Comapany
July NameBig Cypress Acquisition Corp.
29, 2021
July 29,
Page 2 2021 Page 2
FirstName LastName
Questions and Answers, page 5
2. We note your disclosure on page 53 that the combined company intends
to apply to list its
shares on the Nasdaq Capital Market. Please disclose in this section,
where appropriate,
and on the cover page when you will file the initial listing
application for the combined
company and whether Nasdaq s determination will be known at the time
that stockholders
are asked to vote on the merger agreement.
3. Please revise your disclosure, where applicable, to show the potential
impact of
redemptions of the per share value of the shares owned by
non-redeeming shareholders by
including a sensitivity analysis showing a range of redemption
scenarios, including
minimum, maximum and interim redemption levels.
Q: Are the proposals conditioned on one another?, page 11
4. Please revise, where appropriate (including here and on page 21), to
identify which
conditions to the completion of the merger may be waived. We refer to
your disclosure on
pages 54 and 55.
Q: What if I attend the special meeting and abstain or do not vote?, page 16
5. Please revise to clarify, if true, that shareholders have redemption
rights regardless of
whether they abstain or do not vote on the business combination.
SAB Biotherapeutics, Inc., page 19
6. We note your disclosure on pages 19 and 126 that to date you have
generated revenues
through government agreements which have totaled approximately $143
million in awards
and generated approximately $55 million in revenue in 2020. If these
products are
research use only (RUO) products, please make that clear in your
disclosure.
7. Please clarify the meaning of scientific or technical terms the first
time they are used in
order to ensure that lay readers will understand the disclosure. For
example, please briefly
explain what you mean by terms such as polyclonal, heavy chain and
kappa light chain,
epitopes, IVIG, effector cell activation, avidities, high-titer and
antigenic drift.
8. We refer to your disclosure on pages 19, 119, 120, 128 and elsewhere
in the prospectus
that SAB is capable of rapidly producing targeted, high-potency
immunotherapies. Please
revise these statements and any similar disclosure to remove any
implication that you will
be successful in advancing your product candidates in a rapid or
accelerated manner as
such statements are speculative.
Samuel Reich
FirstName
Big CypressLastNameSamuel Reich
Acquisition Corp.
Comapany
July NameBig Cypress Acquisition Corp.
29, 2021
July 29,
Page 3 2021 Page 3
FirstName LastName
Special Note Regarding Forward-looking Statements, page 38
9. We note the statement that market, ranking and other similar industry
data included in this
prospectus may not be reliable and you cannot guarantee the accuracy
or completeness of
any such information contained in this proxy statement/prospectus.
These statements
imply an inappropriate disclaimer of responsibility with respect to
the third party
information and your own research. Please revise to clarify you are
responsible for all
disclosure in the prospectus.
Risks Related to the Business and Operations of SAB Biotherapeutics, Inc., page
40
10. Please revise this section to expand your disclosure of risks related
to the discovery,
development and regulatory approval of your lead product candidates,
including the
preclinical and early stage of your products, possible difficulties
enrolling patients in your
clinical trials, as well as adverse side effects or other safety risks
that could delay or
preclude approval.
SAB's success depends on our ability to maintain the proprietary nature of our
technology, page
45
11. We refer to your disclosure on pages 19 and 119 that you have received
approximately
$250 million in funding from the U.S. government since SAB s
founding in 2014,
approximately $143 million of which were awarded from the U.S.
government since 2019.
Please expand your risk factor disclosure, where appropriate, with
respect to the rights the
government has with respect to your technology and patents and the
portion of your
business that may be affected by the potential exercise of march-in
rights.
SAB Biotherapeutics operates in a highly competitive industry, page 46
12. You disclose on page 127 that there are over 40 polyclonal antibodies
that have been
approved for use in humans by the FDA. We also note your disclosure on
pages 46 and
126 that SAB Biotherapeutics is engaged in highly competitive
industries. Please disclose
whether any of your key competitors are developing polyclonal
antibodies for indications
such as COVID-19, influenza, organ transplant rejection and type 1
diabetes.
The Proposed Charter designates the Court of Chancery of the State of Delaware
as the sole and
exclusive forum..., page 56
13. We note your disclosure that the forum selection provision in your
Proposed Charter may
have the effect of discouraging lawsuits against the combined company
and its directors,
officers or other employees. Please revise this risk factor and your
disclosure in the
Business section to disclose that there is also a risk that your forum
selection provision
may result in increased costs for investors to bring a claim.
Samuel Reich
FirstName
Big CypressLastNameSamuel Reich
Acquisition Corp.
Comapany
July NameBig Cypress Acquisition Corp.
29, 2021
July 29,
Page 4 2021 Page 4
FirstName LastName
Unaudited Pro Forma Combined Condensed Consolidated Financial Information, page
62
14. Please revise your pro forma information to include a pro forma
balance sheet as of March
31, 2021 and a pro forma statement of operations for the period ending
March 31, 2021.
Refer to Rule 11-02(b) of Regulation S-X.
15. We note your pro forma financial information has been prepared
assuming no
redemptions. Please revise your presentation to also present a maximum
redemption
scenario. Refer to Rule 11-02(a)(10) of Regulation S-X.
Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet, page 63
16. Please explain to us why adjustment (B), the reclassification of
marketable securities held
in the Trust Account, impacts additional paid-in capital.
17. Refer of adjustment (I). Please explain how the $7.6 million
adjustment to retained
earnings (deficit) was calculated.
Note 2 - Adjustments to Unaudited Pro Forma Condensed Combined Financial
Information,
page 66
18. We note that you are in the process of assessing the fair market value
of the Earnout
Shares due to their complexity and are excluded from the pro forma
financial
statements. Please note that we will defer our evaluation until you
have the included an
adjustment for the fair value of the Earnout Shares in your pro forma
financial statements..
Background of Negotiations with SAB Biotherapeutics, page 89
19. Please revise your disclosure in this section to describe how the BCYP
Board arrived at a
valuation of $300 million for SAB. Please address in your revisions
the methodology
employed in reaching the valuation and the extent to which the BCYP
Board considered
such analysis in reaching the valuation and if material, discuss the
BCYP Board's analysis,
its conclusions and underlying assumptions. Additionally, we note your
disclosure that
BCYP sent an initial draft letter of intent to SAB in which it
proposed the terms of a
business combination. Please revise to clarify how the transaction
structure and
consideration evolved during the negotiations, including the proposals
and counter-
proposals made during the course of negotiations, with respect to the
material terms of the
merger, including the exchange ratio and earn-out consideration.
Samuel Reich
FirstName
Big CypressLastNameSamuel Reich
Acquisition Corp.
Comapany
July NameBig Cypress Acquisition Corp.
29, 2021
July 29,
Page 5 2021 Page 5
FirstName LastName
Recommendation of the BCYP Board of Directors and Reasons for the Business
Combination,
page 92
20. We note the Board considered SAB Biotherapeutics s outlook,
financial plan and debt
structure. Please tell us whether BCYP s Board, officers and
directors and/or financial
advisors reviewed projected financial information provided by SAB
Biotherapeutics. If so,
please revise to disclose such projections, how the board used any
projections provided
and discuss all material assumptions used to develop the projections.
Also discuss the
possible impact if the projections are not correct and clarify when
the projections were
provided.
Certain U.S. Federal Income Tax Considerations, page 112
21. Please revise the heading of this section as well as the introductory
paragraph to clarify
that the discussion is of the material tax consequences, not merely
certain material tax
consequences. Please refer to Section III.C.1 of Staff Legal Bulletin
No. 19 for guidance.
22. We note that counsel appears to be delivering a short-form tax
opinion, which references
the opinion as stated in the prospectus. Accordingly, please revise
your prospectus to state
that the disclosure in the tax consequences section represents the
opinion of counsel.
Please refer to Section III.B.2 of Staff Legal Bulletin No. 19 for
guidance.
Information about SAB Biotherapeutics, page 119
23. We note your statements on page 119 and elsewhere that your product
candidates are
"best-in-class" and "first-in-class" therapies. Such terms suggest
that your product
candidates are effective and likely to be approved as a new class of
immunotherapies for a
range of infectious diseases and immune system disorders. Given the
early stage of
development, it is not appropriate to suggest that your platform and
the product candidates
are likely to be effective or receive regulatory approval. Please
delete these references
throughout your registration statement. If your use of the term was
intended to convey
your belief that the product is based on a novel technology or
approach, you may discuss
how your technology differs from technology used by competitors.
Research and Development, Pipeline Programs, page 121
24. We refer to the inclusion of SAB-162 for an undisclosed indication in
your pipeline table
on page 121. Given the status of development, no disclosure of
specified target
indications and limited disclosure regarding this program, it seems
premature to highlight
this product prominently in the pipeline table. Please remove the
program from the
pipeline table or advise.
Samuel Reich
FirstName
Big CypressLastNameSamuel Reich
Acquisition Corp.
Comapany
July NameBig Cypress Acquisition Corp.
29, 2021
July 29,
Page 6 2021 Page 6
FirstName LastName
25. Please revise the bars in the pipeline chart to remove the shaded
areas that appear at the
end of SAB-176 and SAB-185. Please also revise the bars so that they
show the progress
in preclinical and clinical development. The bars should not extend
into the columns for
the Candidate Name and Indication. We also note disclosure on page 122
that SAB-176 is
currently being evaluated in a Phase 1 safety trial, but the pipeline
chart indicates that
Phase 1 is complete. Please revise.
26. We note your disclosure on page 122 that your SAB-185, SAB-176,
SAB-142 and SAB-
181 products are fully human antibody and globulin candidates
that are sourced from
animals. Please clarify and expand your description of your product
candidates as fully
human in contrast to human-derived immuno-therapeutics in your
disclosure in the
Business section.
Immune System Disorders, page 122
27. We note your disclosure on page 122 that SAB is executing on an
undisclosed
autoimmune target collaboration with CSL Behring and on page 125
relating to an
undisclosed research collaboration with a U.S. based large Pharma
collaborator. Please
disclose the name of the Pharma collaborator and also advise if there
is a collaboration
agreement in place with either CSL Behring or the Pharma collaborator,
and if so, please
provide a brief description of the material terms of such arrangement
and file
such agreement as an exhibit to the registration statement or explain
to us why you believe
you are not required to do so. Refer to Item 601(b)(10) of Regulation
S-K.
28. Please confirm if your collaboration with either CSL Behring and/or a
large U.S. based
pharmaceutical company relates to any of the product candidates listed
in your pipeline
table. If so, please advise if the inclusion of such collaborations in
your pipeline table is
the clearest way to present your programs to investors or revise your
disclosure as
appropriate.
29. We refer to your statements in this section that you expect your
products, such as SAB-
142, to "perform well based on safety, dosing and tolerability" on
page 122. We also note
your disclosure on page 128 that SAB's human polyclonal antibodies
have been "safely"
administered in five clinical human safety studies that your SAB-185
product for COVID-
19 has "progressed to show safety in humans." Please note that
determinations of safety
and efficacy are solely within the authority of the FDA; therefore,
please revise the
prospectus to remove all references and/or implications of safety and
efficacy, including
the references above.
SAB-176 (Severe Influenza), page 122
30. We refer to your disclosure on page 122 relating to the Phase 1 safety
trial for your SAB-
176 product candidate. Please expand your disclosure to discuss
whether any adverse side
effects were observed during your preclinical and clinical trials.
Samuel Reich
FirstName
Big CypressLastNameSamuel Reich
Acquisition Corp.
Comapany
July NameBig Cypress Acquisition Corp.
29, 2021
July 29,
Page 7 2021 Page 7
FirstName LastName
SAB-185 (COVID-19), page 122
31. You disclose on page 122 that preclinical data has shown SAB-185 to be
significantly
more potent than human-derived convalescent immunoglobin. Please
revise your
characterizations of the preclinical and Phase 1 trial to discuss the
data, rather than
drawing conclusions from the results. For example, please discuss the
design, scope and
the primary and secondary endpoints of your preclinical and clinical
trials, as applicable,
and whether any adverse events were observed.
Regulatory Matters, page 123
32. We note your disclosure on page 125 that SAB is sponsoring a Phase 2a
trial in the U.K.,
which is regulated by the United Kingdom Medicines and Healthcare
products Regulatory
Agency. Please revise to specify which product candidate (or
candidates, as applicable) is
currently in Phase 2a trial in the U.K., the scope, design and primary
endpoint of such
trial.
Intellectual Property, page 129
33. We refer to your disclosure on page 129 relating to your patent
portfolio that includes over
60 patents in eight patent families. Please expand your disclosure to
identify for each
material patent and patent application, as applicable, the scope and
technology of each
patent or patent application, the type of patent protection,
jurisdiction and expiration
dates. Consider adding tabular disclosure in addition to the narrative
for ease of use.
SAB MD&A
Research and Development, page 136
34. You disclose on page 134 that you have not historically tracked
research and development
expenses on a product candidate-by-product candidate basis. You also
provide examples
of the nature of expenses included in the research and development
expense line item. For
each period presented in your financial statements, please revise to
provide a breakdown
of research and development expenses by the type or nature of expense.
Liquidity, page 137
35. Given that receivables are material to total assets and have
materially impacted your
operating cash flows, please disclose the repayment terms and quantify
the amount
actually collected through the filing date of your revised
registration statement.
SAB Biotherapeutics, Inc. Consolidated Financial Statements, page F-29
36. Please provide updated financial statements for SAB Biotherapeutics,
Inc. Refer to Rule
8-08 of Regulation S-X.
Samuel Reich
FirstName
Big CypressLastNameSamuel Reich
Acquisition Corp.
Comapany
July NameBig Cypress Acquisition Corp.
29, 2021
July 29,
Page 8 2021 Page 8
FirstName LastName
Note 2 - Summary of Significant Accounting Policies
Research and development expenses, page F-39
37. You disclose that you had had contracts with multiple contract
research organizations
( CRO ). Please revise to disclose the significant terms of the
agreements, including the a
description of any milestones. Also disclose the payments made under
the agreements.
Note 4 - Revenue
Government Grants, page F-44
38. We note that during the year ended December 31, 2020, you recognized
$52.1 million in
grant revenue from the Department of Defense, Joint Program Executive
Office for
Chemical, Biological, Radiological and Nuclear Defense Enabling
Biotechnologies
( JPEO ). Please explain the conditions that must be meet in order
for revenue to be
recognized, including a description of the stages included in the
agreement. Also please
describe the material terms and conditions of the contract
modifications added to the
contract in 2020. If the stated objective of the grant agreement is to
subsidize stipulated
R&D activities, then please explain why the amount recognized as
revenue is substantially
disproportionate to the amount recognized as R&D expense.
Note 5 - Earnings per share, page F-45
39. Please revise to disclose how net income attributable to applicable to
preferred
stock shareholders was determined.
Note 6 - Equipment, page F-46
40. Please revise to disclose the nature of your construction in progress
and the expected time
frame for completion.
You may contact Eric Atallah at 202-551-3663 or Al Pavot at 202-551-3738
if you have
questions regarding comments on the financial statements and related matters.
Please contact
Jane Park at 202-551-7439 or Christopher Edwards at 202-551-6761 with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Life
Sciences
cc: Ilan Katz, Esq.