Item 8.01. Other Events.
On October 12, 2021, Big Cypress Acquisition Corp., a Delaware corporation (the
"Company") and SAB Biotherapeutics, Inc. ("SAB") entered into Non-Redemption
Agreements (the "Non-Redemption Agreements") individually with each of Eddie
Sullivan, Eddie Hamilton and Christin Hamilton, each stockholders of the Company
(the "Stockholders"), in connection with the proposed business combination
between the Company and SAB (the "Business Combination"). As set forth in the
Company's amended and restated certificate of incorporation, the Stockholders
have certain rights to redeem shares of the Company's common stock in connection
with the Business Combination (the "Redemption Rights"). The Stockholders
respectively have the right to redeem 2,800, 25,990 and 50,000 shares of the
Company's common stock, representing an aggregate of 78,790 shares of the
Company's common stock(the "Shares"). Pursuant to the Non-Redemption Agreements,
the Stockholders agree not to exercise their Redemption Rights, and further
agree to waive their Redemption Rights in full. The Stockholders further agree
not to sell, transfer or otherwise dispose of the Shares, subject to certain
exceptions set forth in the Non-Redemption Agreements, or to enter into any swap
or other arrangement involving the transfer of the Shares, until the earlier of
(i) the closing of the Business Combination or (ii) the termination of the
business combination agreement entered into the consummate the Business
Combination.
Additional Information
In connection with the proposed Business Combination, on September 22, 2021 the
Company filed with the Securities and Exchange Commission (the "SEC") an amended
registration statement on Form S-4 containing a preliminary proxy statement and
a preliminary prospectus of the Company (the "Registration Statement"), and
after the Registration Statement was declared effective on September 22, 2021,
the Company mailed a definitive proxy statement/prospectus relating to the
proposed Business Combination to its stockholders.
This communication is not a substitute for the Registration Statement or the
definitive proxy statement/final prospectus. Investors and security holders of
the Company are advised to read the proxy statement/prospectus in connection
with the Company's solicitation of proxies for its special meeting of
stockholders to be held to approve the Business Combination (and related
matters) because the proxy statement/prospectus contains important information
about the Business Combination and the parties to the Business Combination. The
definitive proxy statement/final prospectus was mailed to stockholders of the
Company as of a record date established for voting on the Business Combination.
Stockholders may obtain copies of the proxy statement/prospectus, without
charge, at the SEC's website www.sec.gov or by directing a request to:
ir@bigcypressaccorp.com.
Participants in the Solicitation
The Company, SAB and their respective directors, executive officers, other
members of management, and employees, under SEC rules, may be deemed to be
participants in the solicitation of proxies of the Company's stockholders in
connection with the Business Combination. Investors and security holders may
obtain more detailed information regarding the names and interests in the
Business Combination of the Company's directors and officers in the Company's
filings with the SEC including the Registration Statement, which includes the
proxy statement of the Company for the Business Combination.
Forward-Looking Statements
Certain statements made herein that are not historical facts are forward-looking
statements for purposes of the safe harbor provisions under The Private
Securities Litigation Reform Act of 1995. Forward-looking statements generally
are accompanied by words such as "believe," "may," "will," "estimate,"
"continue," "anticipate," "intend," "expect," "should," "would," "plan,"
"predict," "potential," "seem," "seek," "future," "outlook" and similar
expressions that predict or indicate future events or trends or that are not
statements of historical matters. These forward-looking statements include, but
are not limited to, statements regarding future events, the Business Combination
between the Company and SAB, the estimated or anticipated future results and
benefits of the combined company following the Business Combination, including
the likelihood and ability of the parties to successfully consummate the
Business Combination, future opportunities for the combined company, and other
statements that are not historical facts. These statements are based on the
current expectations of the Company's management and are not predictions of
actual performance. These forward-looking statements are provided for
illustrative purposes only and are not intended to serve as, and must not be
relied on, by any investor as a guarantee, an assurance, a prediction or a
definitive statement of fact or probability. Actual events and circumstances are
difficult or impossible to predict and will differ from assumptions. Many actual
events and circumstances are beyond the control of the Company and SAB. These
statements are subject to a number of risks and uncertainties regarding the
Company's businesses and the Business Combination, and actual results may differ
materially. These risks and uncertainties include, but are not limited to,
general economic, political and business conditions; the inability of the
parties to consummate the Business Combination or the occurrence of any event,
change or other circumstances that could give rise to the termination of the
business combination agreement; the outcome of any legal proceedings that may be
instituted against the parties following the announcement of the Business
Combination; the receipt of an unsolicited offer from another party for an
alternative business transaction that could interfere with the Business
Combination; the risk that the approval of the stockholders of the Company or
SAB for the potential transaction is not obtained; failure to realize the
anticipated benefits of the Business Combination, including as a result of a
delay in consummating the potential transaction or difficulty in integrating the
businesses of the Company or SAB; the risk that the Business Combination
disrupts current plans and operations as a result of the announcement and
consummation of the Business Combination; the ability of the combined company to
grow and manage growth profitably and retain its key employees; the amount of
redemption requests made by the Company's stockholders; the inability to obtain
or maintain the listing of the post-acquisition company's securities on Nasdaq
following the Business Combination; costs related to the Business Combination;
and those factors discussed in the Company's final prospectus relating to its
initial public offering, dated January 11, 2021, and filed with the SEC on
January 12, 2021, in the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 2020, filed with the SEC on April 2, 2021, in the
Company's Quarterly Reports on Form 10-Q for the periods ended March 31, 2021 an
June 30, 2021, filed with the SEC on May 21, 2021 and August 9, respectively,
and other filings with the SEC. If any of these risks materialize or if
assumptions prove incorrect, actual results could differ materially from the
results implied by these forward-looking statements. There may be additional
risks that the Company presently does not know or that the Company currently
believes are immaterial that could also cause actual results to differ from
those contained in the forward-looking statements. In addition, forward-looking
statements provide the Company's expectations, plans or forecasts of future
events and views as of the date of this communication. The Company anticipates
that subsequent events and developments will cause the Company's assessments to
change. However, while the Company may elect to update these forward-looking
statements at some point in the future, the Company specifically disclaims any
obligation to do so. These forward-looking statements should not be relied upon
as representing the Company's assessments as of any date subsequent to the date
of this communication. Accordingly, undue reliance should not be placed upon the
forward-looking statements.
Disclaimer
This communication is for informational purposes only and is neither an offer to
purchase, nor a solicitation of an offer to sell, subscribe for or buy any
securities or the solicitation of any vote in any jurisdiction pursuant to the
Business Combination or otherwise, nor shall there be any sale, issuance or
transfer of securities in any jurisdiction in contravention of applicable law.
No offer of securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as amended.
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