EBAC European Biotech Acquisition Corporation

Item 3.01.  Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On April 12, 2021 the Staff of the U.S. Securities and Exchange Commission (the “SEC”) released the “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “Staff Statement”). The Staff Statement sets forth the conclusion of the SEC’s Office of the Chief Accountant that certain provisions included in the warrant agreements entered into by many SPACs, such as European Biotech Acquisition Corp. (the “Company”), require such warrants to be accounted for as liabilities measured at fair value, rather than as equity securities, with changes in fair value during each financial reporting period reported in earnings. The Company has previously classified its private placement warrants and public warrants as equity.

The Company’s management and the Audit Committee of the Company’s board of directors (the “Audit Committee”) are working to determine whether, in light of the Staff Statement, it is appropriate to restate the Company’s previously issued audited financial statements as of March 18, 2021. Given the scope of the process for evaluating the impact of the Staff Statement on the Company’s financial statements, the Company was unable to complete and file its Quarterly Report on Form 10-Q for the period ended March 31, 2021 (the “Quarterly Report”) by the required due date of May 17, 2021. On May 17, 2021, the Company filed a Form 12b-25 Notification of Late Filing with the SEC related to the Quarterly Report. The Company is working diligently to prepare and file the Quarterly Report as soon as reasonably practicable.

On May 28, 2021, the Company received a notice (the “Notice”) from the Nasdaq Stock Market LLC (“Nasdaq”) indicating that as a result of the Company’s failure to timely file its Quarterly Report, the Company no longer complies with the continued listing requirements set forth in Nasdaq Listing Rule 5250(c)(1).

The Notice advises that under Nasdaq’s rules, the Company now has 60 calendar days to submit a plan to regain compliance, and if Nasdaq accepts the Company’s plan, it will have up to 180 calendar days from the filing due date to regain compliance. The Company can regain compliance with Nasdaq listing standards during this 180 day period when the Company files its Quarterly Report with the SEC. The Company’s securities will remain listed on Nasdaq under the symbols “EBAC,” “EBACU” and “EBACW.”

The Notice has no immediate impact on the listing of the Company’s securities, which will continue to trade on Nasdaq, subject to the Company’s compliance with other applicable continued listing requirements.