As filed with the Securities and Exchange Commission on April 5, 2023

Registration No. 333-     ​

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-4

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

ADAPTIMMUNE THERAPEUTICS PLC

(Exact name of registrant as specified in its charter)

60 Jubilee Avenue, Milton Park
Abingdon, Oxfordshire OX14 4RX
(44) 1235 430000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)​

Adrian Rawcliffe
Chief Executive Officer
Adaptimmune Therapeutics plc
60 Jubilee Avenue, Milton Park
Abingdon, Oxfordshire OX14 4RX
United Kingdom
(44) 1235 430000

(Name, address, including zip code, and telephone number, including area code, of agent for service)​

Copies of communications to:

Approximate date of commencement of the proposed sale of the securities to the public: As soon as practicable after the effective date of this Registration Statement and upon consummation of the transactions described herein.

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 or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer”, “non-accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

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 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 that 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 joint proxy statement/prospectus is not complete and may be changed. We may not issue these securities until the registration statement filed with the Securities and Exchange Commission is effective. This joint 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 or jurisdiction where the offer or sale is not permitted.

PRELIMINARY JOINT PROXY STATEMENT/PROSPECTUS — SUBJECT TO COMPLETION — DATED APRIL 5, 2023

MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT

Adaptimmune Therapeutics PLC

Registered office: 60 Jubilee Avenue, Milton Park
Abingdon, Oxfordshire OX14 4RX, U.K.
Incorporated in England & Wales with registered no. 09338148

[•], 2023​

Dear Adaptimmune Therapeutics plc Shareholder:

This letter, the notice of the general meeting (the “Adaptimmune general meeting”) set out in this document (the “Notice”) and associated materials for the Adaptimmune general meeting are being sent or supplied to you because, as of [•], 2023, you are registered as a holder of ordinary shares in the register of members of Adaptimmune Therapeutics plc (“Adaptimmune”). However, this letter, the Notice and associated materials will also be available to holders of Adaptimmune American Depositary Shares (“Adaptimmune ADSs”) and contain information relevant to holders of Adaptimmune ADSs.

As previously announced, on March 5, 2023, Adaptimmune entered into an Agreement and Plan of Merger, as it may be amended from time to time (the “merger agreement”), with TCR2 Therapeutics Inc. (“TCR2”), and CM Merger Sub, Inc., a Delaware corporation (“Merger Sub”), pursuant to which Merger Sub will be merged with and into TCR2 (the “merger”), with TCR2 surviving the merger as a wholly-owned direct subsidiary of CM Intermediate Sub II, Inc., a Delaware corporation and wholly-owned subsidiary of Adaptimmune (“CM Intermediate”).

If the merger is completed, each issued and outstanding share of TCR2 common stock, par value $0.0001 per share (“TCR2 Common Stock”) (other than shares of TCR2 Common Stock held by TCR2 as treasury stock, or shares of TCR2 Common Stock owned by Adaptimmune, Merger Sub or any direct or indirect wholly-owned subsidiaries of Adaptimmune), including shares of TCR2 Common Stock underlying TCR2 restricted stock units that immediately vest upon a change of control of TCR2, will be converted into the right to receive 1.5117 (the “Exchange Ratio”) Adaptimmune ADSs.

In connection with the merger, each option to acquire shares of TCR2 Common Stock granted under a TCR2 equity plan or otherwise set forth in the merger agreement that is outstanding and unexercised, whether or not vested, will be assumed and substituted for an award of options to purchase a number of ordinary shares of Adaptimmune, par value £0.001 per share (the “Adaptimmune ordinary shares”) or Adaptimmune ADSs based on a calculation equal to the product of (i) the total number of shares of TCR2 Common Stock subject to such TCR2 option immediately prior to the effective time of the merger (the “Effective Time”) multiplied by (ii) six times the Exchange Ratio (the “Ordinary Share Exchange Ratio”), in the case of Adaptimmune ordinary shares or the Exchange Ratio, in the case of Adaptimmune ADSs, as applicable, with any fractional Adaptimmune ordinary shares or Adaptimmune ADSs rounded down to the nearest whole ordinary share or ADS, as applicable. Each award of restricted stock units with respect to shares of TCR2 Common Stock (“TCR2 restricted stock units”) granted under a TCR2 equity plan or otherwise set forth in the merger agreement (other than restricted stock units that immediately vest upon a change of control of TCR2) will be assumed and substituted for an award of a restricted stock unit-style option to purchase a number of Adaptimmune ordinary shares or Adaptimmune ADSs based on a calculation equal to the product of (i) the total number of shares of TCR2 Common Stock subject to such TCR2 restricted stock unit multiplied by (ii) the Ordinary Share Exchange Ratio or the Exchange Ratio, as applicable, with any fractional shares rounded down to the nearest whole Adaptimmune ordinary share or Adaptimmune ADS, as applicable.

Adaptimmune ADSs are listed on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “ADAP.” Shares of TCR2 Common Stock are listed on Nasdaq under the symbol “TCRR.”

The merger is conditioned upon, among other things, the affirmative vote of a majority of the votes cast by shareholders of issued Adaptimmune ordinary shares in favor of (a) authorizing the Adaptimmune Board of Directors (the “Adaptimmune Board”) (or a duly authorized committee thereof) to allot all

Adaptimmune ordinary shares to be issued in connection with the merger (to be represented by Adaptimmune ADSs) and (b) approving the issuance of Adaptimmune ordinary shares to be represented by Adaptimmune ADSs in connection with the merger at the Adaptimmune general meeting to be held on [•], 2023.

I am pleased to confirm that the Adaptimmune general meeting will take place at [•] London time ([•] Eastern Time) on [•], 2023 at 60 Jubilee Avenue, Milton Park, Abingdon, Oxfordshire OX14 4RX. The Notice is set out in this document and it contains the resolutions to be proposed at the Adaptimmune general meeting (the “Resolutions”).

Action to be taken by holders of Adaptimmune ordinary shares

If you are a holder of Adaptimmune ADSs, please ignore this section and refer instead to the section below — “Holders of Adaptimmune ADSs”.

If you are a holder of Adaptimmune ordinary shares and are planning to attend the Adaptimmune general meeting in person (or by way of corporate representative) it would be helpful if you could inform Morrow Sodali, Adaptimmune’s proxy solicitor, by calling toll-free at 1 (800) 662-5200. Banks, brokerage firms and other nominees may call collect at 1 (203) 658-9400.

If you are unable to attend the Adaptimmune general meeting, you can still vote on the Resolutions by appointing a proxy. A form of proxy for use at the Adaptimmune general meeting is enclosed or is being sent to you by email if you have opted to receive information by email. You are able to submit your proxy vote online at www.investorcentre.co.uk/eproxy (see instructions on form of proxy) to arrive by no later than [•] London time ([•] Eastern Time) on [•], 2023.

Alternatively, if you have received a printed form of proxy and prefer to return it by post, you are advised to complete and return the form of proxy in accordance with the instructions printed on it and so as to arrive at Adaptimmune’s registrar, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY, England as soon as possible but in any event by no later than [•] London time ([•] Eastern Time) on [•], 2023. CREST members may appoint a proxy by using the CREST electronic proxy appointment service. The return of a form of proxy or the electronic appointment of a proxy does not preclude you from attending and voting at the Adaptimmune general meeting if you so wish.

In order to attend and vote at the Adaptimmune general meeting as a holder of Adaptimmune ordinary shares or for your form of proxy to remain valid, you must continue to be registered as a holder of Adaptimmune ordinary shares in Adaptimmune’s register of members as of [•] London time ([•] Eastern Time) on [•], 2023.

Therefore, if you sell or transfer your Adaptimmune ordinary shares on or prior to [•], 2023, your form of proxy can no longer be used and if submitted (whether before or after you sell or transfer your Adaptimmune ordinary shares) will be treated as invalid. Please pass this document to the person who arranged the sale or transfer for delivery to the purchaser or transferee. The purchaser or transferee should contact Morrow Sodali, Adaptimmune’s proxy solicitor, to request a new form of proxy for its use.

Should you elect to convert your holding of ordinary shares in the capital of Adaptimmune into an interest in the capital of Adaptimmune represented by ADSs before the Adaptimmune general meeting, you will cease to be a holder of Adaptimmune ordinary shares in your own name and will not be entitled to vote at the Adaptimmune general meeting as a holder of Adaptimmune ordinary shares. You will also not be able to use the form of proxy that has been sent to you. However, you may be able to exercise your vote as a holder of Adaptimmune ADSs representing Adaptimmune ordinary shares — please refer to the next section — “Holders of Adaptimmune ADSs”.

Holders of Adaptimmune ADSs

In order to exercise your vote as a holder of Adaptimmune ADSs, you or your bank, broker or nominee must be registered as a holder of Adaptimmune ADSs in the Adaptimmune ADS register by [•] Eastern Time on [•], 2023 (the record date for holders of Adaptimmune ADSs).

If you hold Adaptimmune ADSs through a bank, broker or nominee on [•], 2023, the materials for holders of Adaptimmune ADSs, which include the notice of the Adaptimmune general meeting from Citibank, N.A. as depositary bank (the “depositary bank”), the Adaptimmune general meeting documentation, and the Adaptimmune ADS proxy card, will be sent to your bank, broker or nominee who should forward the materials to you. Please reach out to your bank, broker or nominee to provide your voting instructions.

Please note that Adaptimmune ADS proxy cards submitted by holders of Adaptimmune ADSs must be received by the depositary bank by no later than [•] Eastern Time on [•], 2023.

Contact for Holders of Adaptimmune ADSs

If you have queries about how you can deliver voting instructions, please contact Citibank, N.A. —  ADR Shareholder Services at tel: +1-877-248-4237 (toll free within the United States) or +1-781-575-4555 (for international callers) or by email: citibank@shareholders-online.com or at Citibank Shareholder Services, P.O. Box 43099, Providence, RI 02940-5000.

Contact at Adaptimmune

If at any point you have any queries, please contact Morrow Sodali, Adaptimmune’s proxy solicitor, by calling toll free at 1 (800) 662-5200.

Your vote is very important, regardless of the number of shares of Adaptimmune ordinary shares or Adaptimmune ADSs you own. Whether or not you expect to attend the Adaptimmune general meeting in person, please vote or otherwise submit a proxy to vote your shares as promptly as possible so that your shares may be represented and voted at the Adaptimmune general meeting.

THE ADAPTIMMUNE BOARD HAS (I) UNANIMOUSLY DETERMINED THAT THE TERMS OF THE MERGER AND THE OTHER TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT ARE MOST LIKELY TO PROMOTE THE SUCCESS OF ADAPTIMMUNE FOR THE BENEFIT OF ADAPTIMMUNE SHAREHOLDERS AS A WHOLE; (II) UNANIMOUSLY APPROVED, ADOPTED AND DECLARED ADVISABLE THE MERGER AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT, INCLUDING THE MERGER; (III) UNANIMOUSLY RESOLVED TO RECOMMEND THAT ADAPTIMMUNE SHAREHOLDERS APPROVE (A) AUTHORIZATION OF THE ADAPTIMMUNE BOARD TO ALLOT ALL ADAPTIMMUNE ORDINARY SHARES TO BE ISSUED IN CONNECTION WITH THE MERGER AND (B) ISSUANCE OF ADAPTIMMUNE ORDINARY SHARES (AND, ACCORDINGLY ADAPTIMMUNE ADSs); AND (IV) UNANIMOUSLY DETERMINED THAT SUCH PROPOSALS BE SUBMITTED TO ADAPTIMMUNE SHAREHOLDERS FOR APPROVAL AT A MEETING OF ADAPTIMMUNE SHAREHOLDERS DULY CALLED AND HELD FOR SUCH PURPOSES. THE ADAPTIMMUNE BOARD MADE ITS DETERMINATION AFTER CONSIDERING A NUMBER OF REASONS MORE FULLY DESCRIBED IN THIS JOINT PROXY STATEMENT/​PROSPECTUS.

THE ADAPTIMMUNE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE AUTHORIZATION OF THE ADAPTIMMUNE BOARD (OR A DULY AUTHORIZED COMMITTEE THEREOF) TO ALLOT ALL ADAPTIMMUNE ORDINARY SHARES TO BE ISSUED IN CONNECTION WITH THE MERGER (TO BE REPRESENTED BY ADAPTIMMUNE ADSs) AND “FOR” THE APPROVAL OF THE ISSUANCE OF ADAPTIMMUNE ORDINARY SHARES (AND ACCORDINGLY, ADAPTIMMUNE ADSs) TO BE ISSUED IN CONNECTION WITH THE MERGER.

For a discussion of risk factors that you should consider in evaluating the transaction, see the section of this joint proxy statement/prospectus titled, “Risk Factors” beginning on page 29 of this joint proxy statement/​prospectus.

We urge you to read this joint proxy statement/prospectus carefully and in its entirety.

Sincerely,

David M. Mott
Chairman of the Board
Adaptimmune Therapeutics plc

Neither the Securities and Exchange Commission nor any state or provincial securities commission or regulatory authority has approved or disapproved of these securities or passed upon the adequacy or accuracy of this joint proxy statement/prospectus. Any representation to the contrary is a criminal offense.

This joint proxy statement/prospectus is dated [•], 2023 and is first being mailed to Adaptimmune shareholders on or about [•], 2023.

 

Adaptimmune Therapeutics PLC

60 Jubilee Avenue, Milton Park
Abingdon, Oxfordshire X14 4RX,
United Kingdom

NOTICE OF GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON [•], 2023

NOTICE is hereby given that a general meeting of shareholders of Adaptimmune Therapeutics plc (“Adaptimmune”), a public limited company incorporated under the laws of England and Wales, will be held at [•] London time ([•] Eastern Time) on [•], 2023, at Adaptimmune’s corporate headquarters, located at 60 Jubilee Avenue, Milton Park, Abingdon, Oxfordshire OX14 4RX, (the “Adaptimmune general meeting”), for the following purposes:

Ordinary resolutions

1.

Allotment Proposal.   Without prejudice to all existing authorities (which will remain in full force and effect), to authorize Adaptimmune’s directors generally and unconditionally, for the purposes of section 551 of the U.K. Companies Act 2006 (the “Companies Act 2006”), to allot ordinary shares in Adaptimmune, and grant rights to subscribe for or to convert any security into ordinary shares in Adaptimmune, up to a maximum aggregate nominal amount of £[•] in connection with the transactions contemplated by the Agreement and Plan of Merger, dated as of March 5, 2023, as amended, by and among Adaptimmune, TCR2 Therapeutics Inc. (“TCR2”) and CM Merger Sub, Inc. (the “merger”) for a period expiring (unless previously renewed, varied or revoked by resolution of Adaptimmune) at the conclusion of Adaptimmune’s annual general meeting in 2024, provided that Adaptimmune may make offers or agreements before this authority expires which would or might require ordinary shares in Adaptimmune to be allotted, or rights to subscribe for or convert any security into ordinary shares in Adaptimmune to be granted, after this authority has expired and the directors of Adaptimmune may allot ordinary shares in Adaptimmune and grant rights in pursuance of those offers or agreements as if this authority had not expired (the “Allotment Proposal”); and

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2.

Share Issuance Proposal.   Subject to and conditional upon the passing of the Allotment Proposal, to approve the issuance of ordinary shares of Adaptimmune, par value £0.001 per share (the “Adaptimmune ordinary shares”) to be represented by Adaptimmune American Depositary Shares (“Adaptimmune ADSs”) in connection with the merger for purposes of applicable Nasdaq rules (the “Share Issuance Proposal”).

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Proposals 1 and 2 will be proposed as ordinary resolutions and under English law, assuming that a quorum is present, an ordinary resolution is passed on a show of hands if it is approved by a simple majority (more than 50%) of the votes cast by shareholders present (in person or by proxy) at the meeting and entitled to vote. If a poll is demanded, an ordinary resolution is passed if it is approved by holders representing a simple majority of the total voting rights of shareholders present (in person or by proxy) who (being entitled to vote) vote on the resolution.

The results of any polls taken on the resolutions at the Adaptimmune general meeting and any other information required by the Companies Act 2006 will be made available on the Adaptimmune website (https://www.adaptimmune.com) as soon as reasonably practicable following the Adaptimmune general meeting and for the required period thereafter.

 

 

Notes

(a)

Only those members registered in the register of members of Adaptimmune at [•] London time ([•] Eastern Time) on [•], 2023 will be entitled to attend and vote at the Adaptimmune general meeting in respect of the number of ordinary shares registered in their name at the time. Changes to entries on the relevant register after that deadline will be disregarded in determining the rights of any person to attend and vote at the Adaptimmune general meeting. Should the Adaptimmune general meeting be adjourned to a time not more than 48 hours after the deadline, the same deadline will also apply for the purpose of determining the entitlement of members to attend and vote (and for the purpose of determining the number of votes they may cast) at the adjourned Adaptimmune general meeting. Should the Adaptimmune general meeting be adjourned for a longer period, then to be so entitled, members must be entered on the register at the time which is 48 hours before the time fixed for the adjourned Adaptimmune general meeting or, if Adaptimmune gives notice of the adjourned Adaptimmune general meeting, at the time specified in the notice.

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(b)

Any member may appoint a proxy to attend, speak and vote on his/her behalf. A member may appoint more than one proxy in relation to the Adaptimmune general meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares of the member. A proxy need not be a member but must attend the meeting in person. Proxy forms should be lodged with Adaptimmune’s Registrar (Computershare) not later than [•] London time ([•] Eastern Time) on [•], 2023. Completion and return of the appropriate proxy form does not prevent a member from attending and voting in person if he/she is entitled to do so and so wishes. The attached joint proxy statement/prospectus explains proxy voting and the matters to be voted on in more detail. Please read the joint proxy statement/prospectus carefully. For specific information regarding the voting of your Adaptimmune ordinary shares, please refer to this joint proxy statement/prospectus under the section entitled “Questions and Answers About the Merger”.

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(c)

Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.

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(d)

In the case of joint holders, the vote of the senior who tenders the vote whether in person or by proxy will be accepted to the exclusion of the votes of any other joint holders. For these purposes, seniority shall be determined by the order in which the names stand in the Adaptimmune’s relevant register or members for the certificated or uncertificated shares of Adaptimmune (as the case may be) in respect of the joint holding.

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(e)

CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the Adaptimmune general meeting and any adjournments of it by using the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed voting service providers, should refer to their sponsors or voting service providers, who will be able to take the appropriate action on their behalf.

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For a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a “CREST Proxy Instruction”) must be properly authenticated in accordance with Euroclear’s specifications and must contain the information required for those instructions as described in the CREST Manual (available via www.euroclear.com). The message, regardless of whether it relates to the appointment of a proxy or to an amendment to the instruction given to the previously appointed proxy, must, to be valid, be transmitted so as to be received by Adaptimmune’s agent 3RA50 by [•] London time ([•] Eastern Time) on [•], 2023. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host)

 

 

from which Adaptimmune’s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear UK does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed voting service providers, to procure that its CREST sponsors or voting service providers take) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

Adaptimmune may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

(f)

As of [•], 2023 (being the last practicable date before circulation of this Notice), Adaptimmune’s issued ordinary share capital consisted of [•] Adaptimmune ordinary shares, carrying one vote each. Therefore, the total voting rights in Adaptimmune as of that date are [•].

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(g)

Except as set out in the notes to this Notice, any communication with Adaptimmune in relation to the Adaptimmune general meeting, including in relation to proxies, should be sent to Adaptimmune’s Registrar, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY, England. No other means of communication will be accepted. In particular, you may not use any electronic address provided either in this notice or in any related documents to communicate with Adaptimmune for any purpose other than those expressly stated.

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MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT

[•], 2023​

To the Stockholders of TCR2 Therapeutics Inc.:

On March 5, 2023, TCR2 Therapeutics Inc. (“TCR2”), Adaptimmune Therapeutics plc (“Adaptimmune”) and CM Merger Sub, Inc., an indirect wholly-owned subsidiary of Adaptimmune (“Merger Sub”), entered into an Agreement and Plan of Merger (which, as it may be amended from time to time, the “merger agreement”) that provides for the merger described below. On the terms and subject to the conditions set forth in the merger agreement, Merger Sub will merge with and into TCR2 (the “merger”) with TCR2 surviving as an indirect wholly-owned subsidiary of Adaptimmune.

Upon completion of the merger, each share of common stock, par value $0.0001 per share, of TCR2 (the “TCR2 Common Stock”) issued and outstanding (other than certain excluded shares as described in the merger agreement), including shares of TCR2 Common Stock underlying TCR2 restricted stock units that vest upon a change of control, that you own will be converted into the right to receive 1.5117 (the “Exchange Ratio”) Adaptimmune American Depositary Shares (“Adaptimmune ADSs”) (which we collectively refer to as the “merger consideration”).

The Exchange Ratio is fixed and will not be adjusted to reflect changes in the price of shares of TCR2 Common Stock or Adaptimmune ADSs prior to the completion of the merger. The Adaptimmune ADSs, each of which represents the right to receive six ordinary shares of Adaptimmune, par value £0.001 per share (the “Adaptimmune ordinary shares”), issued in connection with the merger will be listed on the NASDAQ Global Select Market (“Nasdaq”). Based on the number of Adaptimmune and TCR2 securities outstanding on [•], 2023, using the treasury stock method, upon completion of the merger, we expect that former TCR2 securityholders would receive approximately 25% of the equity of the combined company. Adaptimmune ADSs are traded on Nasdaq under the symbol “ADAP”. Shares of TCR2 Common Stock are traded on Nasdaq under the symbol “TCRR”. We encourage you to obtain current quotes for Adaptimmune ADSs and shares of TCR2 Common Stock. This joint proxy statement/prospectus presents information on the basis of Adaptimmune ADSs, which are the securities issuable in connection with the merger.

Because the Exchange Ratio is fixed, the market value of the merger consideration to TCR2’s stockholders (the “TCR2 stockholders”) will fluctuate with the market price of the Adaptimmune ADSs and will not be known at the time that TCR2 stockholders vote on the merger. Based on the reference price of Adaptimmune ADSs of $1.76 on Nasdaq on March 3, 2023, the last full trading day before the public announcement of the merger agreement, the implied value of the merger consideration to TCR2 stockholders was approximately $2.66 per share of TCR2 Common Stock. The price quoted on Nasdaq for Adaptimmune ADSs to which Adaptimmune and TCR2 referred when fixing the Exchange Ratio is referred to in this joint proxy statement/prospectus as the “reference price.” On March 28, 2023, the closing price of Adaptimmune ADSs on Nasdaq was $1.06 per share, resulting in an implied value of the merger consideration to TCR2 stockholders of $1.60 per share of TCR2 Common Stock.

At the special meeting of TCR2 stockholders (the “TCR2 special meeting”), TCR2 stockholders will be asked to consider and vote on (1) a proposal to adopt the merger agreement (the “merger proposal”) and (2) a proposal to approve the adjournment or postponement of the TCR2 special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes at the time of the TCR2 special meeting to approve the merger proposal or to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to TCR2 stockholders. The board of directors of TCR2 recommends that TCR2 stockholders vote “FOR” each of the proposals to be considered at the TCR2 special meeting.

 

 

We cannot complete the merger unless the merger proposal is approved by TCR2 stockholders. Your vote on these matters is very important, regardless of the number of shares you own. Whether or not you plan to attend the TCR2 special meeting, please promptly mark, sign and date the accompanying proxy card and return it in the enclosed postage-paid envelope or call the toll-free telephone number or use the Internet as described in the instructions included with your proxy card in order to authorize the individuals named on your proxy card to vote your shares at the TCR2 special meeting.

This joint proxy statement/prospectus provides you with important information about the TCR2 special meeting, the merger, and each of the proposals. We encourage you to read the entire document carefully, in particular the “Risk Factors” section beginning on page 29 of this joint proxy statement/​prospectus for a discussion of risks relevant to the merger.

We look forward to the successful completion of the merger.

Sincerely,

                  

Garry E. Menzel
President and Chief Executive Officer
TCR2 Therapeutics Inc.

 

 

100 Binney Street, Suite 710
Cambridge, Massachusetts 02142

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON [•], 2023

To the Stockholders of TCR2 Therapeutics Inc.:

Notice is hereby given that TCR2 Therapeutics Inc. (“TCR2”) will hold a special meeting of its stockholders (the “TCR2 special meeting”) virtually via the Internet on [•], 2023, beginning at [•], Eastern Time.

The TCR2 special meeting will be held in a virtual meeting format only, via live webcast, and there will not be a physical meeting location. You will be able to attend the TCR2 special meeting online and to vote your shares electronically at the meeting by visiting www.proxydocs.com/TCRR to register and entering your control number included on your proxy card or on the instructions that accompanied your proxy materials (the “special meeting website”).

The TCR2 special meeting will be held for the following purposes:

•

to consider and vote on a proposal to adopt the Agreement and Plan of Merger, dated as of March 5, 2023 (as it may be amended from time to time, the “merger agreement”) by and among TCR2, Adaptimmune Therapeutics plc (“Adaptimmune”) and CM Merger Sub, Inc., an indirect wholly-owned subsidiary of Adaptimmune (“Merger Sub”), pursuant to which Merger Sub will merge with and into TCR2 (the “merger”), with TCR2 surviving the merger as a wholly-owned direct subsidiary of CM Intermediate Sub II, Inc., a Delaware corporation and subsidiary of Adaptimmune (the “merger proposal”); and

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•

to consider and vote on a proposal to approve the adjournment or postponement of the TCR2 special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes at the time of the TCR2 special meeting to approve the merger proposal or to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to TCR2 stockholders (the “TCR2 adjournment proposal”).

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TCR2 will transact no other business at the TCR2 special meeting. The accompanying joint proxy statement/prospectus, including the merger agreement, as amended, attached thereto as Annex A, contains further information with respect to these matters.

Stockholders of record at the close of business on [•], 2023 (which we refer to as the “TCR2 Record Date”) will be entitled to notice of and to vote at the TCR2 special meeting or any adjournment or postponement of the TCR2 special meeting.

The TCR2 board of directors (the “TCR2 Board”) has (i) unanimously determined that the merger agreement and the other transactions contemplated thereby are advisable, fair to and in the best interests of TCR2 and its stockholders, (ii) unanimously approved, adopted and declared advisable the merger agreement and the transactions contemplated thereby, (iii) unanimously resolved, subject to Section 5.3(c) of the merger agreement, to recommended that the TCR2 stockholders adopt the merger agreement and the transactions contemplated thereby, and (iv) directed that the merger agreement and the transactions contemplated thereby be submitted to the TCR2 stockholders for adoption. The TCR2 Board recommends that TCR2 stockholders vote “FOR” the merger proposal and “FOR” the TCR2 adjournment proposal.

Your vote is very important, regardless of the number of shares of TCR2 Common Stock you own. The parties cannot complete the transactions contemplated by the merger agreement, including the merger,

 

 

without approval of the merger proposal. Assuming a quorum is present, the approval of the merger proposal requires the affirmative vote of a majority of the outstanding shares of TCR2 Common Stock entitled to vote on the merger proposal.

Whether or not you plan to attend the TCR2 special meeting via the special meeting website, TCR2 urges you to please promptly mark, sign and date the accompanying proxy and return it in the enclosed postage-paid envelope, which requires no postage if mailed in the United States, or to submit your votes electronically by calling the toll-free telephone number or using the Internet as described in the instructions included with the accompanying proxy card, so that your shares may be represented and voted at the TCR2 special meeting. If you hold your shares through a broker, bank or other nominee in “street name” (instead of as a registered holder), please follow the instructions on the voting instruction form provided by your bank, broker or nominee to vote your shares. The list of TCR2 stockholders entitled to vote at the TCR2 special meeting will be available at TCR2’s headquarters for examination by any stockholder for any purpose germane to the meeting for a period of at least 10 days prior to the TCR2 special meeting. If you would like to examine the list of TCR2 stockholders of record, please contact TCR2’s Corporate Secretary by emailing corporatesecretary@tcr2.com, or by a written request addressed to TCR2 Therapeutics Inc., 100 Binney Street, Suite 710, Cambridge, Massachusetts 02142, Attention: Corporate Secretary or by calling 1-617-949-5200 to schedule an appointment or request access. The list of TCR2 stockholders will be made available for examination electronically upon request to TCR2’s Corporate Secretary, subject to TCR2’s satisfactory verification of stockholder status. The list of TCR2 stockholders entitled to vote at the TCR2 special meeting will also be available for examination by any TCR2 stockholder during the TCR2 special meeting via the special meeting website at www.proxydocs.com/TCRR.

If you have any questions about the merger, please contact TCR2 as indicated above.

If you have any questions about how to vote or direct a vote in respect of your shares of TCR2 Common Stock, you may contact TCR2’s proxy solicitor, Innisfree M&A Incorporated, toll-free at 1 (877) 750-8233. Banks and brokers may call collect at 1 (212) 750-5833.

By Order of the Board of Directors,

Garry E. Menzel
President and Chief Executive Officer
TCR2 Therapeutics Inc.

100 Binney Street
Suite 710
Cambridge, Massachusetts 02142
Dated: [•]

 

 

ABOUT THIS JOINT PROXY STATEMENT/PROSPECTUS

This joint proxy statement/prospectus, which forms part of a registration statement on Form S-4, which constitutes a prospectus of Adaptimmune Therapeutics plc (“Adaptimmune”), under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the Adaptimmune ordinary shares, par value £0.001 per share (the “Adaptimmune ordinary shares”), certain of which are represented by Adaptimmune ADSs, and the Adaptimmune American Depositary Shares (“Adaptimmune ADSs”) to be delivered pursuant to the Agreement and Plan of Merger, dated as of March 5, 2023, by and among Adaptimmune, TCR2 Therapeutics Inc. (“TCR2”) and CM Merger Sub, Inc. (“Merger Sub”), as amended by Amendment No. 1 to the Agreement and Plan of Merger, dated as of April 5, 2023, as it may be further amended from time to time (the “merger agreement”), pursuant to which Merger Sub will be merged with and into TCR2 (the “merger”), with TCR2 surviving the merger as a wholly-owned indirect subsidiary of Adaptimmune.

This document also constitutes a proxy statement under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of each of Adaptimmune and TCR2. This joint proxy statement/​prospectus also constitutes a notice of meeting with respect to each of the general meeting of Adaptimmune shareholders (the “Adaptimmune general meeting”), at which Adaptimmune shareholders will be asked to consider and vote on (i) a proposal to authorize the Adaptimmune Board of Directors (“Adaptimmune Board”) (or a duly authorized committee thereof) to allot new shares or to grant rights to subscribe for or to convert any security into Adaptimmune ordinary shares up to a maximum aggregate nominal amount of £[•] in connection with the merger (the “Allotment Proposal”) and (ii) a proposal to approve the issuance of shares of Adaptimmune ordinary shares to be represented by Adaptimmune ADSs in connection with the merger for purposes of applicable Nasdaq Global Select Market (“Nasdaq”) rules (the “Share Issuance Proposal”), and the TCR2 special meeting, at which TCR2 stockholders will be asked to consider and vote on (i) a proposal to adopt the merger agreement (the “merger proposal”) and (ii) a proposal to adjourn or postpone the special meeting of TCR2 stockholders (the “TCR2 special meeting”), or any adjournments or postponements thereof, to another time or place, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the merger agreement (the “TCR2 adjournment proposal”).

Adaptimmune has supplied all information contained or incorporated by reference in this joint proxy statement/prospectus relating to Adaptimmune and Merger Sub, and TCR2 has supplied all such information relating to TCR2. Adaptimmune and TCR2 have both contributed to such information relating to the merger.

You should rely only on the information contained or incorporated by reference into this joint proxy statement/prospectus. Neither Adaptimmune nor TCR2 authorized anyone to provide you with information that is different from that contained in, or incorporated by reference into, this document. This document is dated April 5, 2023. You should not assume that the information contained in this document is accurate as of any date other than that date. You should not assume that the information incorporated by reference into this document is accurate as of any date other than the date of such incorporated document. Neither the mailing of this joint proxy statement/prospectus to Adaptimmune shareholders nor the delivery by Adaptimmune of either Adaptimmune ADSs or Adaptimmune ordinary shares pursuant to the merger agreement will create any implication to the contrary.

This joint proxy statement/prospectus does not constitute a prospectus within the meaning of section 85 of the U.K. Financial Services and Markets Act 2000 (“FSMA”), and has not been drawn up in accordance with the Prospectus Regulation Rules published by the U.K. Financial Conduct Authority (“FCA”) and a copy has not, and will not be, approved or filed with the FCA. This joint proxy statement/prospectus does not constitute, and Adaptimmune is not making, an offer of transferable securities to the public in the United Kingdom within the meaning of section 102B of FSMA or otherwise.

 

 

REFERENCES TO ADDITIONAL INFORMATION

Adaptimmune and TCR2 file annual and other reports and other information with the U.S. Securities and Exchange Commission (the “SEC”). This joint proxy statement/prospectus incorporates by reference important business and financial information about Adaptimmune and TCR2 from documents that are not included in or delivered with this joint proxy statement/prospectus. For a listing of documents incorporated by reference in this joint proxy statement/prospectus, please see the section of this joint proxy statement/​prospectus titled “Where You Can Find More Information” beginning on page 214 of this joint proxy statement/prospectus. This information is available for you, without charge, to review through the SEC’s website at www.sec.gov. You also can obtain those documents incorporated by reference in this joint proxy statement/prospectus free of charge by requesting them in writing or by telephone from the appropriate company at the following addresses and telephone numbers:

In addition, you also may obtain additional copies of this joint proxy statement/prospectus or the documents incorporated by reference into this joint proxy statement/prospectus free of charge by contacting Morrow Sodali LLC (“Morrow Sodali”), Adaptimmune’s proxy solicitor, by calling toll free at 1 (800) 662-5200, or Innisfree M&A Incorporated (“Innisfree”), TCR2’s proxy solicitor, by calling toll free at 1 (877) 750-8233. Banks, brokerage firms and other nominees may call collect at 1 (203) 658-9400 for Morrow Sodali, Adaptimmune’s proxy solicitor, or may call collect at 1 (212) 750-5833 for Innisfree, TCR2’s proxy solicitor.

In order for you to receive timely delivery of the documents in advance of the Adaptimmune general meeting to be held on [•], 2023 or the TCR2 special meeting to be held on [•], 2023, as applicable, please request the documents no later than [•], 2023.

 

 

TABLE OF CONTENTS

 

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ii

 

 

iii

 

 

iv

 

 

v

 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Statements and documents to which Adaptimmune and TCR2 refer you in this joint proxy statement/​prospectus as well as oral statements made or to be made by Adaptimmune and TCR2, contain assumptions, expectations, projections, intentions or beliefs about future events that are intended as “forward-looking statements.” All statements included or incorporated by reference in this joint proxy statement/prospectus, other than statements that are historical facts, are forward-looking statements including, without limitation, statements related to (i) satisfaction of closing conditions to the merger, prospective performance and opportunities with respect to Adaptimmune or TCR2, post-closing operations and the outlook for the companies’ businesses; (ii) Adaptimmune’s, TCR2’s or the combined company’s targets, plans, objectives or goals for future operations, including those related to Adaptimmune’s and TCR2’s product candidates, research and development, product candidate introductions and product candidate approvals as well as cooperation in relation thereto; (iii) projections of or targets for revenues, costs, income (or loss), earnings per share, capital expenditures, dividends, capital structure, net financials and other financial measures; and (iv) future economic performance, future actions and outcome of contingencies such as legal proceedings; and the assumptions underlying or relating to such statements. These forward-looking statements are made on the basis of the current beliefs, expectations, and assumptions of management are not guarantees of performance and are subject to significant risks and uncertainty and are subject to change at any time. In the event such risks or uncertainties materialize, Adaptimmune’s, TCR2’s and/or the combined company’s results could be materially adversely affected. The risks and uncertainties include those set forth under “Risk Factors” beginning on page 29 of this joint proxy statement/prospectus and also include, but are not limited to, the following:

•

failure to consummate the merger as contemplated could negatively impact the price of Adaptimmune ordinary shares and the future business and financial results of the combined company;

​

•

the market price of the Adaptimmune ADSs will fluctuate prior to the merger, so TCR2 stockholders cannot be sure of the value of the Adaptimmune ADSs they will receive if the merger is consummated;

​

•

the merger remains subject to additional conditions, some of which Adaptimmune and TCR2 cannot control, which could result in the merger not being consummated or being delayed, either of which could negatively impact the share price and future business and operating results of Adaptimmune, TCR2, and/or the combined company;

​

•

lawsuits may in the future be filed against Adaptimmune, TCR2 and members of their respective boards of directors challenging the merger, and an adverse ruling in any such lawsuit may delay or prevent the completion of the merger or result in an award of damages against Adaptimmune or TCR2;

​

•

the directors and executive officers of TCR2 have interests in the merger that may be different from, or in addition to, those of other TCR2 stockholders, which could have influenced their decisions to support or approve the merger;

​

•

the merger agreement restricts Adaptimmune’s and TCR2’s ability to pursue alternatives to the merger, however, in specified circumstances, Adaptimmune or TCR2 may terminate the merger agreement to accept a superior proposal;

​

•

if the proposed merger is not completed, each of Adaptimmune and TCR2 will have incurred substantial costs that may adversely affect Adaptimmune’s and TCR2’s respective financial results;

​

•

uncertainties associated with the merger may cause a loss of employees and may otherwise affect the future business and operations of Adaptimmune, TCR2 and the combined company;

​

•

Adaptimmune and TCR2 may not successfully integrate;

​

•

future results of the combined company may differ materially from the unaudited pro forma condensed combined financial statements of Adaptimmune and TCR2 presented in this joint proxy statement/prospectus;

​

•

certain contractual counterparties may seek to modify contractual relationships with the combined company, which could have an adverse effect on the combined company’s business and operations;

​

 

1

 

•

the market price of Adaptimmune ADSs may be affected by factors different from those affecting the market price of shares of TCR2 Common Stock;

​

•

TCR2 stockholders who receive Adaptimmune ADSs in the merger will have rights as holders of Adaptimmune ADSs that differ from their current rights as TCR2 stockholders;

​

•

if the merger is consummated, current Adaptimmune shareholders and TCR2 stockholders will have a reduced ownership percentage and voting interest and will exercise less influence over the management and policies of the combined company than they do over Adaptimmune and TCR2, as applicable; and

​

•

other risks and uncertainties detailed from time to time in Adaptimmune’s or TCR2’s filings with the SEC, including those risks outlined in “Item 1A: Risk Factors” in Adaptimmune’s Annual Report on Form 10-K for the year ended December 31, 2022, which was filed with the SEC on March 6, 2023 (the “Adaptimmune 10-K”), and in “Item 1A: Risk Factors” in TCR2’s Annual Report on Form 10-K for the year ended December 31, 2022, which was filed with the SEC on March 23, 2023, (the “TCR2 10-K”) and any subsequent filings with the SEC. See the section of this joint proxy statement/​prospectus titled “Where You Can Find More Information.”

​

All forward-looking statements attributable to Adaptimmune, TCR2 or any person acting on their behalf are expressly qualified in their entirety by this cautionary statement. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof. Except to the extent otherwise required by applicable law, we do not undertake any obligation to republish revised forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

SEE ALSO THE SECTION OF THIS JOINT PROXY STATEMENT/PROSPECTUS TITLED “RISK FACTORS.” EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE LAW OR REGULATION, ADAPTIMMUNE AND TCR2 UNDERTAKE NO OBLIGATION TO UPDATE THESE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER THE DATE OF THIS JOINT PROXY STATEMENT/PROSPECTUS OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.

 

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QUESTIONS AND ANSWERS ABOUT THE MERGER

The following questions and answers are intended to address briefly some commonly asked questions that you, as a Adaptimmune shareholder or TCR2 stockholder, may have regarding the merger, the merger agreement and the Adaptimmune general meeting or TCR2 special meeting, as applicable. These questions and answers may not address all questions that may be important to you as a Adaptimmune shareholder or TCR2 stockholder. Please refer to the section titled “Summary” beginning on page 19 of this joint proxy statement/prospectus and the more detailed information contained elsewhere in this joint proxy statement/prospectus, the annexes to this joint proxy statement/prospectus and the documents referred to in this joint proxy statement/prospectus, which you should read carefully and in their entirety. You may obtain the information incorporated by reference in this joint proxy statement/prospectus without charge by following the instructions under the section titled “Where You Can Find More Information” beginning on page 214 of this joint proxy statement/prospectus.

Questions Related to the Merger

Q.

WHAT IS THE PROPOSED MERGER AND WHAT EFFECT WILL IT HAVE ON ADAPTIMMUNE AND TCR2?

​

A.

The proposed merger is the merger of TCR2 with Merger Sub, an indirect wholly-owned subsidiary of Adaptimmune, pursuant to the merger agreement. If the Allotment Proposal and the Share Issuance Proposal are approved by Adaptimmune shareholders and the merger agreement is adopted by TCR2 stockholders, and the other closing conditions under the merger agreement have been satisfied or waived, Merger Sub will merge with and into TCR2, with TCR2 surviving the merger as a wholly-owned indirect subsidiary of Adaptimmune. As a result of the merger, TCR2 will become a wholly-owned subsidiary of Adaptimmune and will no longer be a publicly held corporation. In addition, following the merger, each issued and outstanding share of TCR2 common stock, par value $0.0001 per share (“TCR2 Common Stock”) will be delisted from Nasdaq and deregistered under the Exchange Act, and TCR2 will no longer file periodic reports with the SEC.

​

Q.

WHAT PERCENTAGE OF THE COMBINED COMPANY’S ORDINARY SHARES, INCLUDING THOSE REPRESENTED BY ADAPTIMMUNE ADSs, WILL BE ISSUED TO TCR2 STOCKHOLDERS IN CONNECTION WITH THE MERGER?

​

A.

Adaptimmune will issue Adaptimmune ADSs representing approximately 25% of the combined company’s ordinary shares following the closing of the merger in exchange for shares of TCR2 Common Stock. For a more detailed discussion of the assumptions on which this estimate is based, see the section of this joint proxy statement/prospectus titled “The Merger — Ownership of the Combined Company.”

​

Q.

WHERE CAN I FIND OUT MORE INFORMATION ABOUT ADAPTIMMUNE AND TCR2?

​

A.

You can find out information about Adaptimmune and TCR2 from the sources described under the section of this joint proxy statement/prospectus titled “Where You Can Find More Information.”

​

Q.

WHEN IS THE MERGER EXPECTED TO BE COMPLETED?

​

A.

Adaptimmune and TCR2 intend to complete the merger as soon as possible. Assuming the satisfaction of certain closing conditions, including the (i) approval of the issuance of the Adaptimmune ADSs to be issued in the merger by the Adaptimmune shareholders and (ii) adoption of the merger agreement by TCR2 stockholders, Adaptimmune and TCR2 currently anticipate that the merger will be completed in the second quarter of 2023.

​

Q.

WHAT ARE THE CONDITIONS TO THE MERGER?

​

A.

The respective obligations of Adaptimmune, Merger Sub and TCR2 to consummate the merger are subject to the satisfaction or waiver of certain conditions, including, but not limited to, (i)(a) the approval of the Allotment Proposal and the Share Issuance Proposal and (b) the approval of the merger proposal; (ii) effectiveness of the registration statement on Form S-4 of which this joint proxy statement/​prospectus is a part, and no stop orders suspending the effectiveness of the Form S-4 have been issued by the SEC and remain in effect; (iii) the absence of any orders, injunctions, judgments, decrees or rulings

​

 

3

 

that would have the effect of enjoining, restraining, preventing or prohibiting consummation of the merger; (iv) accuracy of the other party’s representations and warranties (subject to certain materiality standards set forth in the merger agreement); (v) authorization for listing on Nasdaq of the Adaptimmune ADSs representing Adaptimmune ordinary shares issuable to TCR2 stockholders and to holders of options to acquire shares of TCR2 Common Stock granted under a TCR2’s equity plan (“TCR2 options”) and restricted stock units, subject to official notice of issuance; (vi) compliance by the other party in all material respects with such other party’s obligations under the merger agreement; (vii) the absence of a material adverse effect on the other party since March 5, 2023; (viii) satisfaction of certain regulatory clearances and (ix) certain contingent liabilities of TCR2 not exceeding $10 million. See the section of this joint proxy statement/prospectus titled “The Merger Agreement — Conditions to Completion of the Merger.”

Q.

WHAT HAPPENS IF THE MERGER IS NOT COMPLETED?

​

A.

If the merger agreement is not adopted by the TCR2 stockholders, the Allotment Proposal or Share Issuance Proposal is not adopted by the Adaptimmune shareholders or if the merger is not completed for any other reason, TCR2 stockholders will not receive Adaptimmune ADSs for their shares of TCR2 Common Stock in connection with the merger. Instead, TCR2 will remain an independent public company and shares of TCR2 Common Stock will continue to be listed and traded on Nasdaq, subject to TCR2’s continued compliance with listing requirements. Under certain specified circumstances, Adaptimmune or TCR2 may be required to disburse a termination fee of $2.4 million to the other party in connection with the termination of the merger agreement, as described under the section titled “The Merger Agreement — Termination Fee.”

​

Q.

HAVE ANY STOCKHOLDERS COMMITTED TO VOTE FOR THE TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT?

​

A.

The officers, directors and certain stockholders or shareholders, as applicable, of TCR2 and Adaptimmune have committed to vote for certain proposals to be made at the TCR2 special meeting and the Adaptimmune general meeting, as applicable, pursuant to certain voting agreements, as described in more detail in this joint proxy statement/prospectus under the section entitled “The Voting Agreements.” The TCR2 stockholders who entered into voting agreements beneficially own, in the aggregate, approximately 23.82% of the issued and outstanding shares of TCR2 Common Stock as of March 3, 2023. The Adaptimmune shareholders who entered into voting agreements beneficially own, in the aggregate, approximately 11.7% of the issued and outstanding Adaptimmune ordinary shares, including those represented by Adaptimmune ADSs as of March 3, 2023.

​

Questions for Adaptimmune Shareholders

Q.

WHY HAVE I RECEIVED THESE MATERIALS?

​

A.

You are receiving this document because you are a holder of record of Adaptimmune ordinary shares and the Adaptimmune Board is soliciting your proxy to vote at the Adaptimmune general meeting. You are invited to attend the Adaptimmune general meeting to vote on the proposals described in this joint proxy statement/prospectus. However, you do not need to attend the Adaptimmune general meeting to vote your shares. Instead, please submit your proxy online at www.investorcentre.co.uk/eproxy (see instructions on form of proxy). Alternatively, you may simply complete, sign and return the enclosed form of proxy. CREST members may appoint a proxy by using the CREST electronic proxy appointment service. All proxies, however submitted, must be lodged with Adaptimmune’s registrar, Computershare Investor Services PLC (“Computershare”), by no later than [•] London time ([•] Eastern Time) on [•], 2023.

​

Adaptimmune intends to send this joint proxy statement/prospectus and the accompanying form of proxy on or about [•], 2023 to all holders of record of Adaptimmune ordinary shares as of [•], 2023.

Materials for holders of Adaptimmune ADSs of record, which include the notice from Citibank, N.A. as depositary bank (the “depositary bank”) of the Adaptimmune general meeting, the Adaptimmune general meeting documentation, and an Adaptimmune ADS proxy card, will be mailed on or about [•], 2023 to all holders of Adaptimmune ADSs, including banks, brokers and nominees, who are registered

 

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as holders of Adaptimmune ADSs in the Adaptimmune ADS register by [•] Eastern Time on [•], 2023 (the record date for holders of Adaptimmune ADSs).

Q.

WHAT MATTERS ARE BEING VOTED?

​

A.

At the Adaptimmune general meeting, Adaptimmune shareholders will be asked to vote upon the following proposals:

​

•

Proposal 1 — The Allotment Proposal.   Authorize the Adaptimmune Board (or a duly authorized committee thereof) to allot all Adaptimmune ordinary shares to be issued in connection with the merger (to be represented by Adaptimmune ADSs); and

​

•

Proposal 2 — The Share Issuance Proposal.   Approve the issuance of Adaptimmune ordinary shares to be represented by Adaptimmune ADSs in connection with the merger for purposes of applicable Nasdaq rules.

​

Q.

DOES THE ADAPTIMMUNE BOARD SUPPORT THE MERGER?

​

A.

Yes. The Adaptimmune Board unanimously determined that the terms of the merger and the other transactions contemplated by the merger agreement are most likely to promote the success of Adaptimmune for the benefit of Adaptimmune shareholders as a whole. See the section of this joint proxy statement/prospectus titled “The Merger — Adaptimmune’s Reasons for the Merger; Recommendation of Adaptimmune’s Board” for more information. The Adaptimmune Board also unanimously resolved to recommend that you vote:

​

•

“FOR” the Allotment Proposal; and

​

•

“FOR” the Share Issuance Proposal.

​

Q.

WHAT VOTE IS REQUIRED FOR THE ALLOTMENT PROPOSAL AND THE SHARE ISSUANCE PROPOSAL?

​

A.

The Allotment Proposal and the Share Issuance Proposal are being proposed as ordinary resolutions. Under English law, assuming that a quorum is present, an ordinary resolution is passed on a show of hands if it is approved by a simple majority (more than 50%) of the votes cast by shareholders present (in person or by proxy) at the meeting and entitled to vote. If a poll is demanded, an ordinary resolution is passed if it is approved by holders representing a simple majority of the total voting rights of shareholders present (in person or by proxy) who (being entitled to vote) vote on the resolution. If you fail to submit a proxy or vote in person at the Adaptimmune general meeting, or abstain, or you do not provide your bank, brokerage firm or other nominee with instructions, as applicable, your Adaptimmune ordinary shares will not be voted, and this will not have any effect on the Allotment Proposal and the Share Issuance Proposal.

​

Q.

WHEN AND WHERE WILL THE ADAPTIMMUNE GENERAL MEETINGS TAKE PLACE?

​

A.

The Adaptimmune general meeting will be held [•] London time ([•] Eastern Time) on [•], 2023, at Adaptimmune’s corporate headquarters, located at 60 Jubilee Avenue, Milton Park, Abingdon, Oxfordshire OX14 4RX.

​

Q.

WHO CAN VOTE AT THE ADAPTIMMUNE GENERAL MEETING?

​

A.

Holders of Adaptimmune ordinary shares

​

Only holders of record of Adaptimmune ordinary shares registered in the register of members at [•] London time ([•] Eastern Time) on [•], 2023 will be entitled to vote at the Adaptimmune general meeting.

Whether or not you plan to attend the Adaptimmune general meeting, we urge you to submit your proxy to ensure you count towards the quorum and your vote is counted. Please submit your proxy online at www.investorcentre.co.uk/eproxy (see instructions on form of proxy). Alternatively, please complete and return the enclosed form of proxy. CREST members may appoint a proxy by using the CREST electronic proxy appointment service.

 

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All proxies, however submitted, must be lodged with Adaptimmune’s registrar, Computershare, by no later than [•] London time ([•] Eastern Time) on [•], 2023.

If you sell or transfer your Adaptimmune ordinary shares on or prior to [•], 2023, your form of proxy can no longer be used and if submitted (whether before or after you sell or transfer your Adaptimmune ordinary shares) will be treated as invalid. Please pass this document to the person who arranged the sale or transfer for delivery to the purchaser or transferee. The purchaser or transferee should contact Morrow Sodali, Adaptimmune’s proxy solicitor, to request a new form of proxy for its use.

Beneficial owners of ordinary shares which are registered in the name of a broker, bank or other agent

If, on [•], 2023, your Adaptimmune ordinary shares were held in an account at a brokerage firm, bank or other similar organization and you are the beneficial owner of shares, these proxy materials should be forwarded to you by that organization. The organization holding your account is considered the shareholder of record for purposes of voting at the Adaptimmune general meeting by proxy. You are encouraged to provide voting instructions to your broker or other agent so that they may submit a proxy.

Holders of Adaptimmune ADSs

In order to exercise your vote as a holder of Adaptimmune ADSs, you or your bank, broker or nominee must be registered as a holder of Adaptimmune ADSs in the Adaptimmune ADS register by [•]. Eastern Time on [•], 2023 (the record date for holders of Adaptimmune ADSs).

If you hold Adaptimmune ADSs through a bank, broker or nominee on [•], 2023, the materials for holders of Adaptimmune ADSs, which include the depositary bank’s notice of the Adaptimmune general meeting, the Adaptimmune general meeting documentation, and the Adaptimmune ADS proxy card, will be sent to your bank, broker or nominee who should forward the materials to you. Please reach out to your bank, broker or nominee to provide your voting instructions.

Adaptimmune ADS proxy cards submitted by holders of Adaptimmune ADSs must be received by the depositary bank by no later than [•] Eastern Time on [•], 2023. The depositary bank will collate all votes properly submitted by holders of Adaptimmune ADSs and submit a vote on behalf of all holders of Adaptimmune ADSs.

Contact for holders of Adaptimmune ADSs

If you have queries about how you can deliver voting instructions, please contact Citibank, N.A. — ADR Shareholder Services at tel: +1-877-248-4237 (toll free within the United States) or +1-781-575-4555 (for international callers) or by email: citibank@shareholders-online.com or at Citibank Shareholder Services, P.O. Box 43099, Providence, RI 02940-5000.

Contact at Adaptimmune

If at any point you have any queries, please contact Morrow Sodali, Adaptimmune’s proxy solicitor, by calling toll free at 1 (800) 662-5200.

Q.

HOW MANY VOTES DOES EACH ADAPTIMMUNE SHAREHOLDER HAVE?

​

A.

On a show of hands, each holder of record of Adaptimmune ordinary shares present in person, and each duly authorized representative present in person of a shareholder that is a corporation, has one vote. On a show of hands, each proxy present in person who has been duly appointed by one or more Adaptimmune shareholders has one vote, but a proxy has one vote for and one vote against a resolution if, in certain circumstances, the proxy is instructed by more than one shareholder to vote in different ways on a resolution. On a poll, each Adaptimmune shareholder present in person or by proxy or (being a corporation) by a duly authorized representative has one vote for each share held by the Adaptimmune shareholder.

​

Holders of Adaptimmune ADSs have the right, under the deposit agreement, to instruct the depositary bank to exercise the voting rights for the ordinary shares represented by a holder’s Adaptimmune ADSs.

 

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Q.

WHAT CONSTITUTES A QUORUM FOR THE ADAPTIMMUNE GENERAL MEETING?

​

A.

For the purposes of the Adaptimmune general meeting, a quorate meeting will be formed by two persons being present and between them holding (or being the proxy or corporative representative of the holders of) at least one-third in number of the issued Adaptimmune ordinary shares entitled to vote at the Adaptimmune general meeting.

​

If you are a holder of record of Adaptimmune ordinary shares, your shares will be counted towards the quorum only if you are present in person or represented by proxy at the Meeting. If you are a beneficial owner of ordinary shares held in an account at a brokerage firm, bank or other similar organization your shares will be counted towards the quorum if your broker or nominee submits a proxy for those shares and the proxy represents the holder at the Adaptimmune general meeting. A member represented by a proxy at the Adaptimmune general meeting will be counted towards the quorum requirement even where the proxy abstains from voting. If a form of proxy does not instruct the proxy how to vote, the proxy may vote as he or she sees fit or abstain in relation to any business of the Adaptimmune general meeting, but the member represented by that proxy at the Adaptimmune general meeting will be counted towards the quorum requirement. If there is no quorum, the Adaptimmune general meeting will stand adjourned to such time, date and place as may be fixed by the chairperson of the Adaptimmune general meeting (being not less than 10 days later), and, if a quorum is not present at the adjourned meeting, the Adaptimmune general meeting will be dissolved.

Where the depositary bank submits votes on behalf of any holders of Adaptimmune ADSs, the number of ordinary shares represented by the Adaptimmune ADSs held by the relevant holders of Adaptimmune ADSs will count towards the quorum.

Q.

HOW DOES AN ADAPTIMMUNE SHAREHOLDER VOTE?

​

A.

Shareholder of Record.   If you are a holder of record of Adaptimmune ordinary shares, you may have your Adaptimmune ordinary shares voted on matters presented at the Adaptimmune general meeting in any of the following ways:

​

•

by proxy — shareholders of record have a choice of voting by proxy:

​

•

by submitting the proxy online at www.investorcentre.co.uk/eproxy (see instructions on form of proxy);

​

•

by completing, signing and returning the enclosed form of proxy; or

​

•

if you are a CREST member, you may appoint a proxy by using the CREST electronic proxy appointment service using the procedures described in the CREST manual (available via www.euroclear.com).

​

•

in person — you may attend the Adaptimmune general meeting and cast your vote there.

​

If your Adaptimmune ordinary shares are held in an account at your bank, brokerage firm or other nominee, please refer to the instructions provided to you by that organization to see which of the above choices are available to you. Please note that if you wish to attend and vote at the Adaptimmune general meeting, your bank, brokerage firm or other nominee will need to appoint you as its proxy (or duly authorized representative).

If you are a holder of record of Adaptimmune ADSs, you can return your executed Adaptimmune ADS proxy card to the depositary bank for tabulation. If you hold your Adaptimmune ADSs through a broker, bank or other organization, that organization can return the Adaptimmune ADS proxy card to the depositary bank following your instruction. The depositary bank will submit your votes to Adaptimmune’s registrar, Computershare, for tabulation.

 

7

 

Q.

HOW CAN I CHANGE MY VOTE OR REVOKE A PROXY?

​

A.

A registered holder of Adaptimmune ordinary shares can revoke his or her proxy, whether delivered over the internet or by mail, at any time before [•], London Time, on [•], 2023, by voting again through any of the methods available to him or her, by notifying Adaptimmune’s registrar, Computershare, in writing that he or she is revoking his or her proxy, which must be received by Computershare by not less than 48 hours (not including non-business days) before the time of the Adaptimmune general meeting to be effective, or by attending the Adaptimmune general meeting and voting in person. Written notice of revocation should be mailed to: Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY, England

​

If Adaptimmune ordinary shares are held in an account at a brokerage firm, bank or similar organization, voting instructions may be changed or revoked by contacting the broker, bank or other nominee holding the shares.

Q.

WHAT HAPPENS IF I SELL MY ADAPTIMMUNE ORDINARY SHARES BEFORE THE ADAPTIMMUNE GENERAL MEETING?

​

A.

If you sell or transfer your Adaptimmune ordinary shares on or prior to [•], 2023, your form of proxy can no longer be used and if submitted (whether before or after you sell or transfer your Adaptimmune ordinary shares) will be treated as invalid. Please pass this document to the person who arranged the sale or transfer for delivery to the purchaser or transferee. The purchaser or transferee should contact Morrow Sodali, Adaptimmune’s proxy solicitor, to request a new form of proxy for its use.

​

For holders of Adaptimmune ADSs, the depositary bank will fix the Adaptimmune ADS record date to determine the holders of Adaptimmune ADSs entitled to give instructions for the exercise of voting rights at the Adaptimmune general meeting. Only holders of Adaptimmune ADSs at the close of business Eastern time on such Adaptimmune ADS record date are entitled to give such voting instructions.

Q.

IF AN ADAPTIMMUNE SHAREHOLDER GIVES A PROXY, HOW ARE THE ADAPTIMMUNE ORDINARY SHARES VOTED?

​

A.

Regardless of the method you choose to vote, the individual named as your proxy on the form of proxy will vote your Adaptimmune ordinary shares in the way that you indicate. When completing the Internet process or the form of proxy, you may specify whether your Adaptimmune ordinary shares should be voted for or against or to abstain from voting on all, some or none of the specific items of business to come before the Adaptimmune general meeting.

​

If you properly sign your form of proxy but do not mark the boxes showing how your shares should be voted on a matter, the proxy may vote as he or she sees fit or abstain in relation to any business of the Adaptimmune general meeting.

Q.

HOW ARE ADAPTIMMUNE SHAREHOLDER VOTES COUNTED?

​

A.

For the Allotment Proposal, you may vote “FOR,” “AGAINST” or “VOTE WITHHELD.” Votes will be counted by Computershare, who will separately count “FOR” and “AGAINST” votes, and “VOTES WITHHELD” ​(or abstentions). Votes withheld (or abstentions) and broker non-votes are not votes in law and will not be counted in the calculation of the votes “FOR” and “AGAINST” a resolution.

​

For the Share Issuance Proposal, you may vote “FOR,” “AGAINST” or “VOTE WITHHELD.” Votes will be counted by Computershare, who will separately count “FOR” and “AGAINST” votes, and “VOTES WITHHELD” ​(or abstentions). Votes withheld (or abstentions) and broker non-votes are not votes in law and will not be counted in the calculation of the votes “FOR” and “AGAINST” a resolution.

Q.

WHO COUNTS THE ADAPTIMMUNE SHAREHOLDER VOTES?

​

Computershare has been engaged as Adaptimmune’s independent agent to tabulate shareholder votes. If you are a holder of record of Adaptimmune ordinary shares, you can directly submit your proxy online

 

8

 

to Computershare at www.investorcentre.co.uk/eproxy (see instructions on form of proxy) or you can return your executed form of proxy to Computershare for tabulation.

If you hold your Adaptimmune ordinary shares through a broker, your broker will directly submit your proxy to Computershare online or return the form of proxy to Computershare.

If you are a holder of record of Adaptimmune ADSs, you can return your executed Adaptimmune ADS proxy card to the depositary bank for tabulation. If you hold your Adaptimmune ADSs through a broker, bank or other organization, that organization can return the Adaptimmune ADS proxy card to the depositary bank following your instruction. The depositary bank will submit your votes to Computershare for tabulation.

Q.

WHAT IS COMPUTERSHARE’S ROLE?

​

A.

Computershare is Adaptimmune’s registrar. All communications concerning accounts of registered holders of ordinary shares, including address changes, name changes, ordinary share transfer requirements and similar issues can be handled by contacting Computershare at tel: +44 (0) 370 702 0000 or by writing to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY, England.

​

Communications concerning ADS holder of record accounts can be handled by contacting Citibank, N.A. — ADR Shareholder Services at tel: +1-877-248-4237 (toll free within the United States) or +1-781-575-4555 (for international callers) or by email: citibank@shareholders-online.com or at Citibank Shareholder Services, P.O. Box 43099, Providence, RI 02940-5000.

Q.

HOW CAN AN ADAPTIMMUNE SHAREHOLDER FIND OUT THE RESULTS OF THE VOTING AT THE ADAPTIMMUNE GENERAL MEETING?

​

A.

Voting results will be announced by the filing of a current report on Form 8-K within four business days after the Adaptimmune general meeting. If final voting results are unavailable at that time, we will file an amended current report on Form 8-K within four business days of the day the final results are available. All reports that Adaptimmune files with the SEC are publicly available when filed. For more information, please see this joint proxy statement/prospectus under the section entitled “Where You Can Find More Information.”

​

Q.

WHO WILL SOLICIT AND PAY THE COST OF ADAPTIMMUNE SOLICITING PROXIES?

​

A.

Adaptimmune has engaged Morrow Sodali to assist in the solicitation of proxies for the Adaptimmune general meeting. Adaptimmune estimates that it will pay Morrow Sodali a fee not to exceed $15,000. Adaptimmune has agreed to reimburse Morrow Sodali for certain reasonable and documented out-of-pocket fees and expenses, including telephone charges, and also will indemnify Morrow Sodali, its subsidiaries and their respective directors, officers, employees and agents against certain claims, liabilities, losses, damages and expenses. Adaptimmune may also reimburse banks, brokers or their agents for their expenses in forwarding proxy materials to beneficial owners of Adaptimmune’s ordinary shares. Adaptimmune’s directors, officers and employees also may solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies. Adaptimmune also has agreed to reimburse the depositary bank for its expenses in sending materials, including Adaptimmune ADS proxy cards, to Adaptimmune ADS holders of record.

​

Q.

WHAT DO I NEED TO DO NOW?

​

A.

Even if you are a registered holder of Adaptimmune ordinary shares and plan to attend the Adaptimmune general meeting, after carefully reading and considering the information contained in this joint proxy statement/prospectus, please vote promptly to ensure that your shares are represented at the Adaptimmune general meeting.

​

If you hold your shares of Adaptimmune ordinary shares in your own name as the shareholder of record, you may submit a proxy to have your shares of Adaptimmune ordinary shares voted at the Adaptimmune general meeting in the following ways: (i) by submitting your proxy online at www.investorcentre.co.uk/eproxy (see instructions on form of proxy), (ii) by completing and signing

 

9

 

the form of proxy and returning it in the envelope provided; or (iii) for CREST members, by appointing a proxy using the CREST electronic proxy appointment service. If you decide to attend the Adaptimmune general meeting and vote in person, your vote at the Adaptimmune general meeting will revoke any proxy previously submitted. If you are a beneficial owner, please refer to the instructions provided by your bank, brokerage firm or other nominee to see which of the above choices are available to you.

Questions for TCR2 Stockholders

Q.

WHY HAVE I RECEIVED THESE MATERIALS?

​

A.

You are receiving this document because you are a stockholder of record of TCR2 and the board of directors of TCR2 (the “TCR2 Board”) is soliciting your proxy to vote at the TCR2 special meeting, including at any adjournments or postponements thereof. You are invited to attend the TCR2 special meeting to vote on the proposals described in this joint proxy statement/prospectus. However, you do not need to attend the TCR2 special meeting to vote your shares. For additional information see “How does a TCR2 stockholder vote?” below for your options on how to vote your shares of TCR2 Common Stock.

​

TCR2 intends to send this joint proxy statement/prospectus and the accompanying form of proxy to all TCR2 stockholders of record as of [•], 2023.

Materials for holders of TCR2 stockholders of record, including the notice of meeting incorporating a link to the proxy materials on the TCR2 website, and a TCR2 Common Stock proxy card, will be mailed on or about [•], 2023 to all holders of shares of TCR2 Common Stock, including banks, brokers and nominees, who are registered as holders of shares of TCR2 Common Stock by the TCR2 Record Date.

Q.

WHAT WILL TCR2 STOCKHOLDERS RECEIVE IF THE MERGER IS COMPLETED?

​

A.

Upon completion of the merger, each issued and outstanding share of TCR2 Common Stock (other than shares of TCR2 Common Stock held by TCR2 as treasury stock and shares of TCR2 Common Stock owned by Adaptimmune, Merger Sub or any direct or indirect wholly-owned subsidiary of Adaptimmune), including shares of TCR2 Common Stock underlying TCR2 restricted stock units that vest upon a change of control, will be converted into the right to receive 1.5117 (the “Exchange Ratio”) Adaptimmune ADSs (the “merger consideration”).

​

Adaptimmune will not issue fractional Adaptimmune ADSs to holders of shares of TCR2 Common Stock or TCR2 equity awards in connection with the merger, and no such holder will be entitled to receive a fractional Adaptimmune ADS. The number of Adaptimmune ADSs issued to holders of shares of TCR2 Common Stock will be rounded down to the nearest whole Adaptimmune ADS.

Please see the discussion set forth in the section titled “Material U.S. Federal Income Tax Consequences” for a description of the material U.S. federal income tax consequences of the merger. You should consult your own independent tax advisor concerning the U.S. federal income tax consequences to you of the merger, as well as the applicable of state, local and foreign income and other tax laws, in light of your particular circumstances.

Q.

WHAT IS THE TCR2 SPECIAL MEETING?

​

A.

TCR2 is holding the TCR2 special meeting in order to obtain the stockholder approval necessary to adopt the merger agreement, as amended, a copy of which is attached as Annex A, to this joint proxy statement/prospectus. The merger proposal requires the affirmative vote of holders of a majority of the outstanding shares of TCR2 Common Stock entitled to vote thereon. Separately, TCR2 stockholders will also be asked to approve the TCR2 adjournment proposal. Approval of the TCR2 adjournment proposal requires the affirmative vote of a majority of the votes properly cast on such matter at the TCR2 special meeting by TCR2 stockholders (whether or not a quorum is present). A majority of the votes cast means that the number of votes cast “FOR” the TCR2 adjournment proposal must exceed the number of votes

​

 

10

 

cast “AGAINST”. It is important that TCR2 stockholders vote their shares of TCR2 Common Stock on each of these matters, regardless of the number of shares owned.

Q.

WHAT MATTERS ARE BEING VOTED?

​

A.

At the TCR2 special meeting, TCR2 stockholders will be asked to vote upon the following proposals:

​

•

Proposal 1 — Adoption of the Merger Agreement.   Adopt the merger agreement; and

​

•

Proposal 2 — Approval of Possible Adjournment or Postponement of the TCR2 Special Meeting. Approve any motion to adjourn or postpone the TCR2 special meeting, or any adjournments or postponements thereof, to another time or place, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the TCR2 special meeting to adopt the merger agreement.

​

Q.

DOES THE TCR2 BOARD OF DIRECTORS SUPPORT THE MERGER?

​

A.

Yes. The TCR2 Board, unanimously determined that the terms of the merger agreement and the transactions contemplated by the merger agreement, are advisable to, fair to and in the best interests of, TCR2 and TCR2 stockholders. See the section of this joint proxy statement/prospectus titled “The Merger — TCR2’s Reasons for the Merger; Recommendation of TCR2 Board that TCR2 Stockholders Approve the Merger Proposal” for more information. The TCR2 Board unanimously resolved to recommend that TCR2 stockholders vote:

​

•

“FOR” the adoption of the merger agreement; and

​

•

“FOR” the adjournment or postponement of the TCR2 special meeting, or any adjournments or postponements thereof, to another time and place, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the TCR2 special meeting to adopt the merger agreement.

​

Q.

WHAT VOTE IS REQUIRED FOR TCR2 STOCKHOLDERS TO ADOPT THE MERGER AGREEMENT?

​

A.

The adoption of the merger agreement requires the affirmative vote of the holders of a majority of the outstanding shares of TCR2 Common Stock entitled to vote thereon. If you fail to submit a proxy or vote in person at the TCR2 special meeting, or abstain, or you do not provide your bank, brokerage firm or other nominee with instructions, as applicable, this will have the same effect as a vote “AGAINST” the adoption of the merger agreement.

​

Q.

WHAT VOTE OF TCR2 STOCKHOLDERS IS REQUIRED TO APPROVE THE ADJOURNMENT OR POSTPONEMENT OF THE TCR2 SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES?

​

A.

Approval of the TCR2 adjournment proposal requires the affirmative vote of a majority of the votes properly cast. A vote to abstain will have no effect this proposal. If you fail to submit a proxy or to vote in person at the TCR2 special meeting or if your shares of TCR2 Common Stock are held through a bank, brokerage firm or other nominee and you do not instruct your bank, brokerage firm or other nominee to vote your shares of TCR2 Common Stock, your shares of TCR2 Common Stock will not be voted, but this will not have any effect on the TCR2 adjournment proposal.

​

Q.

WHAT IS AN AMERICAN DEPOSITARY SHARE?

​

A.

An American Depositary Share represents ownership interests in a specified number of securities of a non-U.S. company that are on deposit with the depositary bank. The depositary bank typically appoints a custodian to safekeep the securities on deposit. Adaptimmune has appointed Citibank, N.A. as depositary bank pursuant to a Deposit Agreement, dated May 11, 2015 (the “deposit agreement”). Each Adaptimmune ADS represents the right to receive six Adaptimmune ordinary shares on deposit with the custodian, Citibank, N.A. London Branch. ADSs may be represented by certificates that are commonly known as “American Depositary Receipts” or “ADRs.” For a description of Adaptimmune ADSs, see the section entitled “Description of ADSs.’’

​

 

11

 

Q.

WHAT ARE THE IMPORTANT DIFFERENCES BETWEEN AN ADAPTIMMUNE ORDINARY SHARE AND AN ADAPTIMMUNE ADS?

​

A.

While each Adaptimmune ADS represents six Adaptimmune ordinary shares, there are some differences between these two securities. These differences include:

​

•

Adaptimmune ADSs are listed on Nasdaq, while Adaptimmune ordinary shares are not listed;

​

•

Holders of Adaptimmune ADSs vote the underlying Adaptimmune ordinary shares by instructing the depositary how to vote, while holders of Adaptimmune ordinary shares vote directly at the shareholders meeting; and

​

•

Shareholders rights for the Adaptimmune ordinary shares represented by Adaptimmune ADSs are exercisable through the depositary bank only to the extent contemplated in the deposit agreement. To exercise any shareholder rights not contemplated in the deposit agreement, a holder of Adaptimmune ADSs would need to arrange to become a direct shareholder.

​

For a more detailed discussion about Adaptimmune ordinary shares and Adaptimmune ADSs, see the sections of this joint proxy statement/prospectus titled “Description of Adaptimmune Ordinary Shares” and “Description of Adaptimmune ADSs.”

Q.

WILL TCR2 STOCKHOLDERS BE TAXED ON THE ADAPTIMMUNE ADSs THAT THEY RECEIVE IN THE MERGER?

​

A.

The receipt of the merger consideration pursuant to the merger is expected to be a taxable transaction for U.S. federal income tax purposes. Generally, for U.S. federal income tax purposes, if you are a U.S. holder (as defined in this joint proxy statement/prospectus under the section titled “Material U.S. Federal Income Tax Consequences”), you are expected to recognize gain or loss equal to the difference between (i) the fair market value (as of the effective time of the merger (the “Effective Time”) of the Adaptimmune ADSs you receive and (ii) your adjusted tax basis in the shares of TCR2 Common Stock exchanged pursuant to the merger. If you are a non-U.S. holder (as defined in this joint proxy statement/prospectus under the section titled “Material U.S. Federal Income Tax Consequences”), the merger generally is not expected to result in tax to you under U.S. federal income tax laws unless you have certain connections with the United States.

​

TCR2 stockholders should consult their tax advisors as to the particular tax consequences to them of the transaction, including the effect of U.S. federal, state and local tax laws and foreign tax laws.

For a more complete description of the tax consequences of the merger, see the section titled “Material U.S. Federal Income Tax Consequences.”

Q.

WHEN AND WHERE WILL THE TCR2 SPECIAL MEETING TAKE PLACE?

​

A.

The TCR2 special meeting will be held on [•], 2023 at [•] Eastern Time. The TCR2 special meeting will be held entirely via the internet as a virtual meeting. Online access will begin at [•], Eastern Time, and TCR2 encourages the TCR2 stockholders to access the meeting prior to the start time. For instructions on how to attend the TCR2 special meeting online see “How can a TCR2 stockholder vote and attend the TCR2 special meeting online” below.

​

Q.

DO ANY OF TCR2’S DIRECTORS OR EXECUTIVE OFFICERS HAVE INTERESTS IN THE MERGER THAT MAY DIFFER FROM OR BE IN ADDITION TO MY INTERESTS AS A STOCKHOLDER, GENERALLY?

​

A.

Yes. In considering the recommendation of the TCR2 Board with respect to the adoption of the merger agreement you should be aware that TCR2’s directors and executive officers have interests in the merger that may be different from, or in addition to, the interests of TCR2 stockholders generally. For TCR2 directors, these interests include the conversion of their options to purchase shares of TCR2 Common Stock into options to purchase Adaptimmune ordinary shares. For TCR2 executive officers, these interests include the conversion of their options to purchase shares of TCR2 Common Stock and TCR2 restricted stock units into options to purchase Adaptimmune ordinary shares. Additionally,

​

 

12

 

TCR2’s directors and executive officers are covered by certain indemnification and insurance arrangements. Also, under the merger agreement, Adaptimmune agreed to use its reasonable best efforts to appoint Garry Menzel, Andrew Allen and Priti Hedge to the board of directors of the combined company, effective upon the closing of the merger. The TCR2 Board was aware of and considered these interests, among other matters, in evaluating and negotiating the merger agreement and the transactions contemplated by the merger agreement, and in recommending that the merger agreement be adopted by TCR2 stockholders. Additionally information regarding the interests of the TCR2 directors and officers can be found in this joint proxy statement/prospectus under the section entitled “Interests of TCR2’s Directors and Executive Officers in the Merger”.

Q.

CAN TCR2 STOCKHOLDERS SELL THE ADAPTIMMUNE ADSs THAT THEY RECEIVE IN THE MERGER?

​

A.

Yes, so long as there is market demand for the Adaptimmune ADSs. The Adaptimmune ADSs being issued in the merger are transferable (subject to applicable restrictions under securities laws) and are being registered with the SEC.

​

Adaptimmune has agreed to use its reasonable best efforts to cause the Adaptimmune ADSs representing Adaptimmune ordinary shares to be authorized for listing, subject to the official notice of issuance, on Nasdaq at or prior to the closing date of the merger (the “closing date”) and thereafter to cause such listing to be maintained for so long as any Adaptimmune ADSs remain outstanding.

There can be no guarantee, however, that the Adaptimmune ADSs will be authorized for listing on Nasdaq and, if listed, there is no assurance that the Adaptimmune ADSs will continue to satisfy the listing requirements of Nasdaq or that a trading market in the Adaptimmune ADSs will develop or exist at any time. Furthermore, no prediction can be made regarding the liquidity of any such market or the prices at which the Adaptimmune ADSs may trade at any point in time.

Q.

WHO CAN VOTE AT THE TCR2 SPECIAL MEETING?

​

A.

All of the holders of record of shares of TCR2 Common Stock as of the close of business on the TCR2 Record Date, are entitled to receive notice of, and to vote at, the TCR2 special meeting. As of the TCR2 Record Date there were [•] shares of TCR2 Common Stock outstanding. In addition, the TCR2 stockholders list will be available for inspection during the TCR2 special meeting at [•].

​

Q.

HOW MANY VOTES DO I HAVE?

​

A.

Each holder of shares of TCR2 Common Stock is entitled to one vote for each share of TCR2 Common Stock owned at the Record Date.

​

Q.

WHAT CONSTITUTES A QUORUM FOR THE TCR2 SPECIAL MEETING?

​

A.

A quorum is the minimum number of shares required to be represented, either through virtual attendance or through representation by proxy, to hold a valid meeting.

​

TCR2’s amended and restated by-laws (“TCR2 by-laws”) provide that a majority of the shares entitled to vote, present in person, by remote communication or represented by proxy, will constitute a quorum for the transaction of business at the TCR2 special meeting.

Under the General Corporation Law of the State of Delaware (the “DGCL”), shares that are voted “ABSTAIN” or “WITHHELD” and broker “non-votes” are counted as present for purposes of determining whether a quorum is present at the TCR2 special meeting. If a quorum is not present, the meeting may be adjourned or postponed until a quorum is obtained.

Q.

HOW CAN A TCR2 STOCKHOLDER VOTE AND ATTEND THE TCR2 SPECIAL MEETING ONLINE?

​

A.

If your shares of TCR2 Common Stock are registered directly in your name with TCR2’s transfer agent, you are considered to be the stockholder of record with respect to those shares, and the proxy materials and proxy card are being sent directly to you by TCR2. If you are a stockholder of record, you may attend the TCR2 special meeting and vote your shares online at the meeting. Even if you plan to

​

 

13

 

attend the TCR2 special meeting online, TCR2 requests that you sign and return the enclosed proxy to ensure that your shares will be represented at the TCR2 special meeting if you become unable to attend.

If your shares of TCR2 Common Stock are held in a brokerage account or by another nominee, you are considered the beneficial owner of the shares held in “street name,” and the proxy materials are being forwarded to you by your broker or other nominee together with a voting instruction card. As the beneficial owner, you are also invited to attend the TCR2 special meeting online. Because a beneficial owner is not a stockholder of record, you may not vote your shares at the TCR2 special meeting unless you obtain a proxy from the broker, trustee or nominee that holds your shares, giving you the right to vote the shares at the TCR2 special meeting.

The TCR2 special meeting will be a completely virtual meeting, which will be conducted via live webcast. You will be able to attend the TCR2 special meeting and submit your questions during the meeting by attending virtually at www.proxydocs.com/TCRR. TCR2 stockholders and proxy holders will be able to vote their shares online at the TCR2 special meeting. To attend the TCR2 special meeting online, you will need the control number included on the proxy card or voting instruction card that accompanied your proxy materials. The live webcast will begin promptly at [•], Eastern Time. We encourage you to access the TCR2 special meeting prior to the start time. Online check-in will begin at [•], Eastern Time, and you should allow ample time for the check-in procedures.

Q.

HOW DOES A TCR2 STOCKHOLDER VOTE?

​

A.

Over the Internet prior to the TCR2 special meeting:   To vote over the internet prior to the TCR2 special meeting, please go to the website listed on your proxy card or voting instruction form and follow the instructions at that site for submitting your proxy electronically. If you vote over the internet prior to the TCR2 special meeting, you do not need to complete and mail your proxy card or vote your proxy by telephone.

​

By Telephone prior to the TCR2 special meeting:   To vote by telephone, please call the number listed on your proxy card or voting instruction form, and follow the instructions provided on the proxy card. If you vote by telephone, you do not need to complete and mail your proxy card or vote your proxy over the internet.

By Mail prior to the TCR2 special meeting:   To vote using the printed proxy card that may be deliver to you upon request, simply complete, sign and date the proxy card that may be delivered and return it promptly in the postage prepaid envelope provided to you. If you vote by mail, you do not need to vote over the internet or by telephone. If Innisfree receives the proxy card no later than prior to [•], 2023, they will vote your shares as you direct.

Online during the TCR2 special meeting:   If you are a stockholder of record, in order to attend the TCR2 special meeting online and vote online during the TCR2 special meeting, you must register in advance at www.proxydocs.com/TCRR prior to the deadline of [•], 2023 at [•], Eastern Time. You may vote your shares online while virtually attending the TCR2 special meeting by following instructions that will be delivered to you via email. If you vote by proxy prior to the TCR2 special meeting and choose to attend the TCR2 special meeting online, there is no need to vote again during the TCR2 special meeting unless you wish to change your vote. If you are a beneficial owner and not a stockholder of record, you may not vote your shares at the TCR2 special meeting unless you obtain a proxy from the broker, trustee or nominee that holds your shares, giving you the right to vote the shares at the TCR2 special meeting.

Q.

HOW CAN I CHANGE MY VOTE OR REVOKE A PROXY?

​

A.

You have the right to revoke your proxy by (1) entering a new vote by telephone, over the Internet or by mail, at any time before the 11:59 p.m., Eastern Time, on [•], 2023, (2) attending and voting at the TCR2 special meeting (although attendance at the TCR2 special meeting will not in and of itself revoke a proxy), or (3) by filing an instrument in writing revoking the proxy or another duly executed proxy bearing a later date with TCR2’s Corporate Secretary. Any written notice of revocation or subsequent proxy card should be hand delivered to TCR2’s Corporate Secretary or sent to TCR2’s principal executive officers

​

 

14

 

at TCR2 Therapeutics Inc., 100 Binney Street, Suite 710, Cambridge, Massachusetts 02142, Attention: Corporate Secretary.

Q.

WHAT HAPPENS IF A TCR2 STOCKHOLDER SELLS HIS/HER SHARES OF TCR2 COMMON STOCK BEFORE THE TCR2 SPECIAL MEETING?

​

A.

The TCR2 Record Date for TCR2 stockholders entitled to vote at the TCR2 special meeting is earlier than both the date of the TCR2 special meeting and the consummation of the merger. If you transfer your shares of TCR2 Common Stock after the close of business on [•], 2023 (the “TCR2 Record Date”) but before the TCR2 special meeting, unless special arrangements (such as provision of a proxy) are made between you and the person to whom you transfer your shares and each of you notifies TCR2 in writing of such special arrangements, you will retain your right to vote such shares at the TCR2 special meeting but will transfer the right to receive the merger consideration to the person to whom you transfer your shares.

​

Q.

WHAT HAPPENS IF A TCR2 STOCKHOLDER SELLS HIS/HER SHARES OF TCR2 COMMON STOCK AFTER THE TCR2 SPECIAL MEETING?

​

A.

If you transfer your shares after the TCR2 special meeting but before the Effective Time, you will have transferred the right to receive the merger consideration to the person whom you transfer your shares. In order to receive the merger consideration, you must hold your shares of TCR2 Common Stock through the completion of the merger.

​

Q.

IF A TCR2 STOCKHOLDER GIVES A PROXY, HOW ARE THE SHARES OF TCR2 COMMON STOCK VOTED?

​

A.

Regardless of the method you choose to vote, the individuals named on the enclosed proxy card will vote your shares of TCR2 Common Stock in the way that you indicate. When completing the telephone or Internet processes or the proxy card, you may specify whether your shares of TCR2 Common Stock should be voted for or against or to abstain from voting on all, some or none of the specific items of business to come before the TCR2 special meeting.

​

If you properly sign your proxy card but do not mark the boxes showing how your shares should be voted on a matter, the shares represented by your properly signed proxy will be voted “FOR” the adoption of the merger agreement and “FOR” the adjournment or postponement of the TCR2 special meeting, or any adjournments or postponement thereof, to another time or place, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the TCR2 special meeting to adopt the merger agreement.

Q.

HOW ARE TCR2 STOCKHOLDER VOTES COUNTED?

​

A.

For the adoption of the merger agreement, you may vote “FOR,” “AGAINST” or “ABSTAIN.” Votes to abstain and broker non-votes will have the same effect as votes “AGAINST” the adoption of the merger agreement.

​

For the TCR2 adjournment proposal, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the TCR2 special meeting to adopt the merger agreement, you may vote “FOR,” “AGAINST” or “ABSTAIN.” Votes to abstain and broker non-votes will not have any effect on the proposal.

Q.

WHERE CAN I FIND RESULTS OF THE TCR2 SPECIAL MEETING?

​

A.

TCR2 intends to publish final voting results in a Current Report on Form 8-K to be filed with the SEC following the TCR2 special meeting. All reports that TCR2 files with the SEC are publicly available when filed. For more information, please see this joint proxy statement/prospectus under the section titled “Where You Can Find More Information.”

​

Q.

WHO WILL SOLICIT AND PAY THE COST OF SOLICITING PROXIES?

​

A.

TCR2 has engaged Innisfree to assist in the solicitation of proxies for the TCR2 special meeting. TCR2 estimates that it will pay Innisfree a fee not to exceed $100,000. TCR2 has agreed to reimburse Innisfree

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for certain reasonable and documented out-of-pocket fees and expenses, including telephone charges, and also will indemnify Innisfree, its subsidiaries and their respective directors, officers, employees and agents against certain claims, liabilities, losses, damages and expenses. TCR2 also may reimburse banks, brokers or their agents for their expenses in forwarding proxy materials to beneficial owners of shares of TCR2 Common Stock. TCR2’s directors, officers and employees also may solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Q.

AM I ENTITLED TO EXERCISE APPRAISAL RIGHTS UNDER THE DGCL INSTEAD OF RECEIVING THE PER SHARE MERGER CONSIDERATION FOR MY SHARES OF TCR2 COMMON STOCK?

​

A.

No. The merger agreement provides that no dissenters’ or appraisal rights will be available with respect to the merger. Furthermore, under the appraisal rights provisions of the DGCL TCR2 stockholders are not entitled to exercise the right of objecting stockholders to receive payment of the fair value of their shares because shares of TCR2 Common Stock are listed on a national securities exchange. See the section of this joint proxy statement/prospectus titled “The Merger Agreement — No Appraisal Rights.”

​

Q.

WHAT DO I NEED TO DO NOW?

​

A.

Even if you plan to attend the TCR2 special meeting, after carefully reading and considering the information contained in this joint proxy statement/prospectus, please vote promptly to ensure that your shares are represented at the TCR2 special meeting. If you hold your shares of TCR2 Common Stock in your own name as the stockholder of record, you may submit a proxy to have your shares of TCR2 Common Stock voted at the TCR2 special meeting in the following ways: (i) by telephone by dialing the telephone number specified in the enclosed proxy card, (ii) over the Internet by accessing the website specified on the enclosed proxy card, or (iii) by completing, signing, dating and returning the enclosed proxy card in the accompanying prepaid reply envelope. If you decide to attend the TCR2 special meeting and vote in person, your vote by ballot will revoke any proxy previously submitted. If you are a beneficial owner, please refer to the instructions provided by your bank, brokerage firm or other nominee to see which of the above choices are available to you.

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General Questions for both Adaptimmune Shareholders and TCR2 Stockholders

Q.

WHAT IF I HOLD BOTH ADAPTIMMUNE ORDINARY SHARES AND/OR ADAPTIMMUNE ADSs, AND SHARES OF TCR2 COMMON STOCK?

​

A.

If you are both an Adaptimmune shareholder and/or Adaptimmune ADS holder and a TCR2 stockholder, you will receive separate packages of proxy materials. A vote cast as an Adaptimmune shareholder and/or Adaptimmune ADS holder will not count as a vote cast as a TCR2 stockholder, and a vote cast as a TCR2 stockholder will not count as a vote cast as an Adaptimmune shareholder and/or Adaptimmune ADS holder. Therefore, please follow the instructions received with each set of materials you receive in order to submit separate proxies for your Adaptimmune ordinary shares and/or your Adaptimmune ADSs, and your shares of TCR2 Common Stock.

​

Q.

WHAT IS THE DIFFERENCE BETWEEN HOLDING SHARES AS A SHAREHOLDER OR STOCKHOLDER OF RECORD AND AS A BENEFICIAL OWNER?

​

A.

If your Adaptimmune ordinary shares are registered directly in your name with Computershare, the registrar of Adaptimmune, or if your shares of TCR2 Common Stock are registered with the transfer agent of TCR2, as applicable, you are considered the shareholder or stockholder of record, as applicable, with respect to those shares. If you are a shareholder or stockholder of record, as applicable, you may appoint a proxy to vote on your behalf or vote your shares in person at the Adaptimmune general meeting or TCR2 special meeting, as applicable. If you are a holder of record of Adaptimmune ordinary shares or TCR2 Common Stock, you can return your proxy online at [•] to vote your Adaptimmune ordinary shares or your executed TCR2 proxy card in the prepaid envelope you received, as applicable, for tabulation.

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If, on [•] or [•], 2023, your Adaptimmune ordinary shares or shares of TCR2 Common Stock, respectively, were held in an account at a brokerage firm, bank or other similar organization and you are the beneficial owner of shares, these proxy materials should be forwarded to you by that organization. The organization holding your account is considered the shareholder or stockholder of record, as applicable, for purposes of voting at the Adaptimmune general meeting or TCR2 special meeting, as applicable, by proxy. You are encouraged to provide voting instructions to your broker or other agent so that they may submit a proxy.

If you are a holder of record of Adaptimmune ADSs on [•], 2023, you can return your executed Adaptimmune ADS proxy card to the depositary bank for tabulation. If you hold Adaptimmune ADSs through a brokerage firm, bank or nominee on [•], 2023, the materials for holders of Adaptimmune ADSs, which include the depositary bank’s notice of the Adaptimmune general meeting, the Adaptimmune general meeting documentation, and the Adaptimmune ADS proxy card, will be sent to that organization. The organization holding your account is considered the Adaptimmune ADS holder of record. Please reach out to that organization to provide your voting instructions.

Q.

IF MY SHARES ARE HELD IN “STREET NAME” BY MY BANK, BROKERAGE FIRM OR OTHER NOMINEE, WILL MY BANK, BROKERAGE FIRM OR OTHER NOMINEE VOTE MY SHARES FOR ME?

​

A.

Your bank, brokerage firm or other nominee will only be permitted to vote your shares of Adaptimmune ordinary shares, Adaptimmune ADSs or shares of TCR2 Common Stock, as applicable, if you instruct your bank, brokerage firm or other nominee how to vote. You should follow the procedures provided by your bank, brokerage firm or other nominee regarding the voting of your Adaptimmune ADSs or shares of TCR2 Common Stock, as applicable.

​

In accordance with the rules of the New York Stock Exchange, which also apply to Nasdaq listed companies, banks, brokerage firms and other nominees who hold Adaptimmune ADSs or shares of TCR2 Common Stock, as applicable, in street name for their customers are precluded from exercising their voting discretion with respect to non-routine matters, such as the merger proposal and the TCR2 adjournment proposal. Additionally, for Adaptimmune ordinary shares that are held in an account at a brokerage firm, bank or other similar organization, the shareholder of record is considered such brokerage firm, bank or other similar organization. As a result, absent specific instructions from the beneficial owner of such shares, banks, brokerage firms and other nominees are not empowered to vote such shares (referred to as a broker non-vote). For Adaptimmune shareholders, broker non-votes are not votes in law and will not be counted in the calculation of the votes “FOR” and “AGAINST” a resolution. For TCR2 stockholders, broker non-votes will be the same as a vote “AGAINST” the merger proposal and will not have an effect on the TCR2 adjournment proposal.

With respect to Adaptimmune ADSs, if voting is by poll and the depositary bank does not receive voting instructions from a holder of Adaptimmune ADSs as of the record date for holders of Adaptimmune ADSs on or before the date established by the depositary bank for such purpose, such holder of Adaptimmune ADSs will be deemed, and the depositary bank will deem such holder, to have instructed the depositary bank to give a discretionary proxy to a person designated by Adaptimmune to vote the Adaptimmune ADSs; provided, however, that no such discretionary proxy will be given by the depositary bank with respect to any matter to be voted upon as to which Adaptimmune informs the depositary bank that (i) Adaptimmune does not wish such proxy to be given, (ii) substantial opposition exists, or (iii) the rights of holders of Adaptimmune ADSs may be adversely affected.

Q.

WHAT DO I DO IF I RECEIVE MORE THAN ONE PROXY OR SET OF VOTING INSTRUCTIONS?

​

A.

If you hold Adaptimmune ordinary shares or Adaptimmune ADSs or shares of TCR2 Common Stock, as applicable, in more than one account, you may receive more than one form of proxy and/or set of voting instructions relating to the Adaptimmune general meeting or the TCR2 special meeting, as applicable. To ensure that all of your shares are voted, please sign, date and return all forms of proxy, Adaptimmune ADS proxy cards or TCR2 proxy cards (as applicable) in accordance with the instructions provided in this joint proxy statement/prospectus or the relevant voting instructions. Please be sure to vote all of your shares.

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Q.

WHO CAN HELP ANSWER ANY OTHER QUESTIONS I MIGHT HAVE?

​

A.

If you are a holder of Adaptimmune ordinary shares or Adaptimmune ADSs and have additional questions about the merger, need assistance in submitting your form of proxy or voting your Adaptimmune ordinary shares or Adaptimmune ADSs, or need additional copies of this joint proxy statement/prospectus or the enclosed proxy card, please contact:

​

Morrow Sodali LLC
509 Madison Avenue
New York, NY 10022
Toll-free in North America: +1 (800) 662-5200
International: + 1 (203) 658-9400
Email: ADAP@info.morrowsodali.com

If you are a TCR2 stockholder and have additional questions about the merger, need assistance in submitting your proxy or voting your shares of TCR2 Common Stock, or need additional copies of this joint proxy statement/prospectus, you should contact:

Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, NY 10022
Stockholders may call toll free: 1 (877) 750-8233
Banks and Brokers may call collect: 1 (212) 750-5833

 

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RISK FACTORS

Before you vote, you should read carefully this joint proxy statement/prospectus and all other documents to which this joint proxy statement/prospectus refers. In addition to the risk factors set forth below, you should read and consider all of the other risk factors specific to each of Adaptimmune and TCR2 because those risks will also affect the combined company after consummation of the merger, as described below, and as described in Part I, Item 1A of the Adaptimmune 10-K and the TCR2 10-K and each of Adaptimmune’s and TCR2’s other documents that have been filed with the SEC and which are incorporated by reference into this joint proxy statement/prospectus.

If any of the risks described below or in the documents incorporated by reference into this joint proxy statement/prospectus occurs, the respective businesses, financial results, financial conditions, operating results or share prices of Adaptimmune, TCR2 and/or the combined company could be materially adversely affected. Adaptimmune shareholders and TCR2 stockholders should also carefully consider the following factors:

Risks Related to the Proposed Merger

Failure to consummate the merger as contemplated could negatively impact the price of Adaptimmune ordinary shares and the future business and operating results of the combined company.

The consummation of the merger may be delayed, the merger may be consummated on terms different than those contemplated by the merger agreement, or the merger may not be consummated at all. Failure to consummate the merger would prevent Adaptimmune shareholders from realizing the anticipated benefits of the merger. In addition, the consideration offered by Adaptimmune reflects a valuation of TCR2 significantly in excess of the price at which shares of TCR2 Common Stock were trading prior to the public announcement of Adaptimmune’s interest in the potential merger. The current market price of shares of TCR2 Common Stock may reflect a market assumption that the merger will occur, and a failure to consummate the merger could result in a significant decline in the market price of shares of TCR2 Common Stock and a negative perception of TCR2 generally. Any delay in the consummation of the merger or any uncertainty about the consummation of the merger could also negatively impact the share price and future business and financial results of Adaptimmune, TCR2 and/or the combined company.

The market price of the Adaptimmune ADSs will fluctuate prior to the merger, so TCR2 stockholders cannot be sure of the value of the Adaptimmune ADSs they will receive if the merger is consummated.

If the merger is consummated, each issued and outstanding share of TCR2 Common Stock will be converted into the right to receive the merger consideration. Because the number of Adaptimmune ADSs being offered as consideration is fixed, the market value of the per share stock consideration will be based on the value of Adaptimmune ADSs at the time the per share stock consideration in the merger is paid. If the market price of Adaptimmune ADSs declines, TCR2 stockholders could receive less value for their shares of TCR2 Common Stock upon the consummation of the merger than the implied value of such shares as of the date the merger was announced, the date of the TCR2 stockholders’ meeting, or as of the date of this joint proxy statement/prospectus.

The market price of Adaptimmune ADSs may fluctuate due to a variety of factors that are beyond Adaptimmune’s control, including general market and economic conditions, changes in business prospects, catastrophic events, both natural and man-made, and regulatory considerations. In addition, the market price of the Adaptimmune ADSs may significantly fluctuate during the period of time between the date of the merger agreement and the consummation of the merger, as a result of uncertainty regarding the transactions contemplated by the merger agreement, market perception of the synergies and cost savings expected to be achieved related to the merger, changes to the ongoing business of Adaptimmune or TCR2, including any actions taken by Adaptimmune’s or TCR2’s customers, suppliers, distributors, partners, employees, investors and governmental authorities as a result of the merger announcement, or actions taken by Adaptimmune or TCR2 in connection with the merger.

Because the merger will not be completed until certain conditions have been satisfied or, where relevant, waived (see the section of this joint proxy statement/prospectus titled “The Merger Agreement — Conditions to Completion of the Merger”), a period of time, which may be significant, may pass between the

 

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date of signing the merger agreement, the date of the Adaptimmune general meeting and TCR2 special meeting, and the completion of the merger. Therefore, at the time you vote your shares of TCR2 Common Stock, you will not know the exact market value of per share stock consideration that will be issued if the merger is completed.

TCR2 stockholders are urged to obtain current market prices for Adaptimmune ADSs and shares of TCR2 Common Stock. See the section of this joint proxy statement/prospectus titled “Comparative Per Share Market Price and Dividend Information.”

The merger remains subject to additional conditions, some of which Adaptimmune and TCR2 cannot control, which could result in the merger not being consummated or being delayed, either of which could negatively impact the share price and future business and operating results of Adaptimmune, TCR2, and/or the combined company.

The merger is subject to the satisfaction or waiver of other conditions in addition to the approval of governmental authorities described above, including, but not limited to, (i)(a) the approval of the Allotment Proposal and the Share Issuance Proposal and (b) the adoption of the merger proposal; (ii) effectiveness of the registration statement on Form S-4 of which this joint proxy statement/prospectus is a part, and no stop orders suspending the effectiveness of the Form S-4 have been issued by the SEC and remain in effect; (iii) the absence of any orders, injunctions, judgments, decrees or rulings that would have the effect of enjoining, restraining, preventing or prohibiting consummation of the merger; (iv) accuracy of the other party’s representations and warranties (subject to certain materiality standards set forth in the merger agreement); (v) authorization for listing on Nasdaq of the Adaptimmune ADSs representing Adaptimmune ordinary shares issuable to TCR2 stockholders and to holders of TCR2 options and restricted stock units, subject to official notice of issuance; (vi) compliance by the other party in all material respects with such other party’s obligations under the merger agreement; (vii) the absence of a material adverse effect on the other party since March 5, 2023; (viii) satisfaction of certain regulatory clearances; and (ix) certain contingent liabilities of TCR2 not exceeding $10 million. Certain conditions to the merger may not be satisfied or, if they are, the timing of such satisfaction is uncertain. If any conditions to the merger are not satisfied or, where waiver is permitted by applicable law, not waived, the merger will not be consummated. See the section of this joint proxy statement/prospectus titled “The Merger Agreement — Conditions to Completion of the Merger” for a discussion of the conditions to the merger.

If for any reason the merger is not completed or the closing of the merger is significantly delayed, the Adaptimmune ADS price and business and results of operations of Adaptimmune, TCR2, and/or the combined company may be adversely affected. In addition, failure to consummate the merger would prevent Adaptimmune shareholders from realizing the anticipated benefits of the merger. Adaptimmune and TCR2 have incurred, and expect to continue to incur, significant transaction fees, professional service fees, taxes and other costs related to the merger. Further, if the merger agreement is terminated, under certain circumstances, TCR2 or Adaptimmune would be required to pay a termination fee equal to $2.4 million.

Lawsuits may in the future be filed against Adaptimmune, TCR2 and members of their respective boards of directors challenging the merger, and an adverse ruling in any such lawsuit may delay or prevent the completion of the merger or result in an award of damages against Adaptimmune or TCR2.

Transactions such as the merger are frequently subject to litigation or other legal proceedings, including actions alleging that the Adaptimmune Board or TCR2 Board breached their respective fiduciary duties to their respective shareholders and stockholders by entering into the merger agreement, by failing to obtain a greater value in the transaction for their respective shareholders and stockholders, or otherwise. Neither Adaptimmune nor TCR2 can provide assurance that such litigation or other legal proceedings will not be brought. If litigation or other legal proceedings are in fact brought against Adaptimmune or TCR2, or against the Adaptimmune Board or TCR2 Board, they will defend against it, but might not be successful in doing so. An adverse outcome in such matters, as well as the costs and efforts of a defense even if successful, could have a material adverse effect on the business, results of operation or financial position of Adaptimmune, TCR2 or the combined company, including through the possible diversion of either company’s resources or distraction of key personnel.

 

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Furthermore, one of the conditions to the completion of the merger is the absence of an order, injunction, judgment, decree or ruling (whether temporary, preliminary or permanent) enacted, promulgated, issued or entered by any governmental authority of competent authority enjoining, restraining, preventing or prohibiting consummation of the merger. As such, if any plaintiffs are successful in obtaining an injunction preventing the consummation of the merger, that injunction may prevent the merger from becoming effective or from becoming effective within the expected time frame.

The directors and executive officers of TCR2 have interests in the merger that may be different from, or in addition to, those of other TCR2 stockholders, which could have influenced their decisions to support or approve the merger.

TCR2 stockholders should recognize that the directors and executive officers of TCR2 have interests in the merger that may be different from, or in addition to, their interests as stockholders of TCR2 generally. For TCR2 directors, and executives these interests may include the accelerated vesting and payment for certain TCR2 stock-based incentive awards as a result of the merger, as well as cash severance payments and benefits that may become payable in connection with the merger. TCR2’s directors and executive officers are also covered by certain indemnification and insurance arrangements. Following the close of the transaction, Garry Menzel (TCR2’s Chief Executive Officer) and two other directors of TCR2 are expected to join the board of directors of the surviving corporation. Such interests and benefits could have influenced the decisions of TCR2’s directors and executive officers to support or approve the merger. See the section of this joint proxy statement/prospectus “Interests of TCR2 Directors and Executive Officers in the Merger.”

The merger agreement restricts Adaptimmune’s and TCR2’s ability to pursue alternatives to the merger, however, in specified circumstances, Adaptimmune or TCR2 may terminate the merger agreement to accept a superior proposal.

Under the merger agreement, Adaptimmune and TCR2 have agreed not to (1) take certain actions to solicit proposals relating to alternative business combination transactions or (2) subject to certain exceptions, including the receipt of a “parent superior proposal” or “company superior proposal” ​(as such terms are defined in the merger agreement), enter into discussions or an agreement concerning, or provide confidential information in connection with, any proposals for alternative business combination transactions. However, in specified circumstances, Adaptimmune or TCR2 may terminate the merger agreement to enter into a definitive agreement with respect to a “parent superior proposal” or “company superior proposal” prior to obtaining approval of the merger from its shareholders or stockholders, as applicable.

Upon termination of the merger agreement in specified circumstances, Adaptimmune or TCR2 would be required to pay a termination fee equal to $2.4 million. Following the payment of the termination fee, the paying party will, other than in certain circumstances, have no further obligation or liabilities to the other party. Such termination would deny Adaptimmune, TCR2, and their shareholders and stockholders, respectively, any benefits from the merger and could negatively impact Adaptimmune’s and/or TCR2’s market price.

These provisions could discourage a third party that may have an interest in acquiring all or a significant part of Adaptimmune or TCR2 from considering or proposing that acquisition, even if such third party were prepared to enter into a transaction that is more favorable to Adaptimmune or TCR2 or their respective shareholders and stockholders than the merger.

If the proposed merger is not completed, each of Adaptimmune and TCR2 will have incurred substantial costs that may adversely affect Adaptimmune’s and TCR2’s respective financial results.

Each of Adaptimmune and TCR2 have incurred and will continue to incur substantial costs in connection with the proposed merger. These costs are primarily associated with the fees of consultants, attorneys, accountants and financial advisors. In addition, each of Adaptimmune and TCR2 have diverted significant management resources in an effort to complete the merger and are subject to restrictions contained in the merger agreement on the conduct of their respective businesses during the pendency of the merger. If the merger is not completed, such costs may adversely affect Adaptimmune’s and TCR2’s financial results.

 

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Uncertainties associated with the merger may cause a loss of employees and may otherwise affect the future business and operations of Adaptimmune, TCR2 and the combined company.

Uncertainty about the effect of the merger on employees and customers may have an adverse effect on Adaptimmune or TCR2 and, if the proposed merger with TCR2 is consummated, on the combined company following the merger. These consequent uncertainties may impair Adaptimmune’s, TCR2’s and following the closing of the merger, the combined company’s, ability to retain and motivate key personnel and could also cause customers, suppliers, licensees, partners and others who deal with Adaptimmune or TCR2 to defer entering into contracts with, making other decisions concerning, or seeking to change existing business relationships with Adaptimmune or TCR2, and following the closing of the merger, the combined company. Because Adaptimmune and TCR2 depend on the experience and industry knowledge of their executives and other key personnel to execute their business plans, the combined company may be unable to meet its strategic objectives.

While the merger is pending, Adaptimmune and TCR2 may not be able to hire qualified personnel to replace any key employees that may depart to the same extent that they have been able to in the past. In addition, if the merger is not completed, Adaptimmune and TCR2 may also encounter challenges in hiring qualified personnel to replace key employees that may depart prior to the termination of the merger agreement.

Risks Related to the Combined Company Following the Merger

Adaptimmune and TCR2 may not successfully integrate.

If the merger is consummated, achieving the anticipated benefits of the proposed merger of Adaptimmune and TCR2 will depend in part upon whether the two companies integrate their businesses in an effective and efficient manner. Adaptimmune and TCR2 may not be able to accomplish this integration process successfully. The integration of businesses is complex and time-consuming. The difficulties that could be encountered include the following:

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integrating personnel, operations and systems, while maintaining focus on selling and promoting existing and newly acquired or produced products;

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coordinating geographically dispersed organizations;

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distraction of management and employees from operations;

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changes or conflicts in corporate culture;

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management’s inability to manage a substantial increase in the number of employees;

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management’s inability to train and integrate personnel, who may have limited experience with the respective companies’ business lines and products, and to deliver a consistent message regarding diseases treated by the combined company;

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retaining existing customers and attracting new customers;

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retaining existing employees and attracting new employees;

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maintaining business relationships; and

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inefficiencies associated with the integration and management of the operations of the combined company.

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In addition, there will be integration costs and non-recurring transaction costs (such as fees paid to legal, financial, accounting and other advisors and other fees paid in connection with the merger) associated with the proposed merger, including costs associated with combining their operations and achieving the synergies Adaptimmune and TCR2 expect to obtain, and such costs may be significant.

An inability to realize the full extent of the anticipated benefits of the proposed merger of Adaptimmune and TCR2, including estimated cost synergies, as well as any delays encountered in the integration process and realizing such benefits, could have an adverse effect upon the revenues, level of expenses and operating results of the combined company, which may materially adversely affect the value of the Adaptimmune ADSs after the consummation of the merger.

 

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Future results of the combined company may differ materially from the unaudited pro forma condensed combined financial statements of Adaptimmune and TCR2 presented in this joint proxy statement/prospectus.

The future results of the combined company following the completion of the merger may be materially different from those shown in the Unaudited Pro Forma Condensed Combined Financial Statements presented in this joint proxy statement/prospectus, which show only a combination of Adaptimmune’s and TCR2’s standalone historical results after giving effect to the merger, subject to the matters noted therein. Adaptimmune and TCR2 estimated that they will record approximately $12.4 million in transaction expenses, as described in the notes to the Unaudited Pro Forma Condensed Combined Financial Statements included in this joint proxy statement/prospectus. In addition, the final amount of any charges relating to acquisition accounting adjustments that Adaptimmune may be required to record will not be known until following the completion of the merger. These and other expenses and charges may be significantly higher or lower than estimated.

Certain contractual counterparties may seek to modify contractual relationships with the combined company, which could have an adverse effect on the combined company’s business and operations.

As a result of the merger, the combined company may experience impacts on relationships with contractual counterparties (such as business partners, surgeons, vendors, sales representatives, contractors or other third-party service providers) that may harm the combined company’s business and results of operations. Certain counterparties may seek to terminate or modify contractual obligations following the merger whether or not contractual rights are triggered as a result of the merger. There can be no guarantee that Adaptimmune’s or TCR2’s contractual counterparties will remain with or continue to have a relationship with the combined company or do so on the same or similar contractual terms following the merger. If any contractual counterparties (such as business partners, surgeons, vendors, sales representatives, contractors or other third party service providers) seek to terminate or modify contractual obligations or discontinue the relationship with the combined company, then the combined company’s business and results of operations may be harmed.

The market price of Adaptimmune ADSs may be affected by factors different from those affecting the market price of shares of TCR2 Common Stock.

If the merger is consummated, TCR2 stockholders will become holders of Adaptimmune ADSs. Adaptimmune’s business differs from that of TCR2, and Adaptimmune’s results of operations, as well as the market price of Adaptimmune ADSs, may be affected by factors different from those affecting TCR2’s results of operations and the market price of shares of TCR2 Common Stock.

TCR2 stockholders who receive Adaptimmune ADSs in the merger will have rights as holders of Adaptimmune ADSs that differ from their current rights as TCR2 stockholders.

Upon completion of the merger, TCR2 stockholders will no longer be stockholders of TCR2 and will instead become holders of Adaptimmune ADSs. Holders of Adaptimmune ADSs will be able to exercise the shareholder rights for Adaptimmune ordinary shares represented by such Adaptimmune ADSs through the depositary bank, only to the extent contemplated by the deposit agreement. For more information, see the description of Adaptimmune ADSs contained in the Adaptimmune Annual Report on Form 10-K, filed on March 6, 2023, which is incorporated into this document by reference, as well as the section of this joint proxy statement/prospectus titled “Description of Adaptimmune ADSs” for a discussion of the terms of the Adaptimmune ADSs and the material rights of owners of Adaptimmune ADSs. There are certain differences in the rights of holders of Adaptimmune ADSs and of TCR2 stockholders under the TCR2 amended and restated certificate of incorporation (“TCR2 charter”) and TCR2 by-laws. See the section of this joint proxy statement/prospectus titled “Comparison of Holders’ Rights” for a discussion of these rights.

If the merger is consummated, current TCR2 stockholders will have a reduced ownership percentage and voting interest and will exercise less influence over the management and policies of the combined company than they do over TCR2.

In connection with the merger, each issued and outstanding share of TCR2 Common Stock will be converted into the right to receive the merger consideration representing approximately 25% of the combined

 

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company’s ordinary shares following the closing of the merger. Adaptimmune shareholders and TCR2 stockholders currently have the right to vote for their respective directors and on other matters affecting their respective companies. When the merger is consummated, each TCR2 stockholder who receives Adaptimmune ADSs in the merger will become a shareholder of the combined company with a percentage ownership of the combined company that will be smaller than the stockholder’s percentage ownership of TCR2. As a result of their reduced ownership percentages, current TCR2 stockholders will have less voting power in the combined company than they now have separately with respect to TCR2.

Other Risk Factors Related to Adaptimmune and TCR2

Adaptimmune’s and TCR2’s businesses are and will be subject to the risks described above. In addition, Adaptimmune and TCR2 are, and will continue to be, subject to the risks described in, as applicable, the Adaptimmune 10-K and the TCR2 10-K, as such risks may be updated or supplemented in each company’s subsequently filed Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, each of which are filed with the SEC and incorporated by reference in this joint proxy statement/prospectus. See the section of this joint proxy statement/prospectus titled “Where You Can Find More Information” beginning on page 214 of this joint proxy statement/prospectus.

 

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DESCRIPTION OF ADAPTIMMUNE AND MERGER SUB

Adaptimmune

Adaptimmune is a clinical-stage biopharmaceutical company focused on providing novel cell therapies to people with cancer. Adaptimmune is a leader in the development of T-cell therapies for solid tumors and has reported responses in multiple solid tumor indications. Adaptimmune’s principal executive offices are located at 60 Jubilee Avenue, Milton Park, Abingdon, Oxfordshire OX14 4RX, United Kingdom, and its telephone number is (44) 1235 430000.

Merger Sub

Merger Sub was formed by Adaptimmune solely in contemplation of the merger, has not conducted any business and has no assets, liability or obligations of any nature other than as set forth in the merger agreement. By operation of the merger, CM Merger Sub, Inc. will be merged with and into TCR2, with TCR2 continuing as the surviving corporation and as a wholly-owned direct subsidiary of CM Intermediate. Upon completion of the merger, the separate existence of CM Merger Sub, Inc. will cease to exist. Merger Sub’s principal executive offices are located at 60 Jubilee Avenue, Milton Park, Abingdon, Oxfordshire OX14 4RX, United Kingdom, and its telephone number is (44) 1235-430000.

 

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DESCRIPTION OF TCR2

TCR2 was originally incorporated under the name TCR2, Inc. on May 29, 2015 in the State of Delaware, and subsequently changed its name to TCR2 Therapeutics Inc. on November 14, 2016. TCR2 is a clinical-stage cell therapy company developing a pipeline of novel T cell therapies for cancer patients suffering from solid tumors by powering the T cell receptor (TCR) with its proprietary, first-in-class TCR Fusion Construct T cells (TRuC-T cells). Designed to overcome the limitations of current cell therapy modalities, TCR2’s TRuC-T cells, an HLA-independent T cell therapy platform, recognize and kill cancer cells by harnessing the entire TCR signaling complex, which TCR2 believes is essential for T cell therapies to be effective in patients with solid tumors.

TCR2’s lead TRuC-T cell targeting mesothelin-expressing solid tumors is gavocabtagene autoleucel (gavo-cel, formerly TC-210). TCR2 has completed the Phase 1 portion of its Phase 1/2 clinical trial for gavo-cel to treat patients with ovarian cancer, non-small cell lung cancer (NSCLC), malignant pleural/peritoneal mesothelioma or cholangiocarcinoma. TCR2 estimates the patient population for gavo-cel in the four indications which the clinical trial is exploring is up to 81,000 patients in the United States alone.

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Based on the topline data readout presented on September 28, 2022 from patients in dose escalation in the Phase 1 portion of TCR2’s Phase 1/2 clinical trial as of the September 9, 2022 data cutoff, gavo-cel has demonstrated consistent clinical benefit, with 28 of 30 patients evaluable for efficacy experiencing tumor regression, clinical activity observed in all three mesothelin-expressing tumor types treated (i.e. ovarian cancer, mesothelioma and cholangiocarcinoma), and a 77% disease control rate (DCR).

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TCR2 has observed a 22% Overall Response Rate (ORR) in patients infused with gavo-cel following lymphodepletion with six (four mesothelioma, two ovarian cancer) RECIST partial responses (PRs) by independent assessment. The ORR was 21% in mesothelioma and 29% in ovarian cancer by blinded independent central review (BICR).

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The median overall survival (OS) for patients with MPM was 11.2 months, whereas the median progression-free survival (PFS) for patients with MPM was 5.6 months. The median OS for patients with ovarian cancer was 8.1 months, whereas the median PFS for patients with ovarian cancer was 5.8 months.

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Based on TCR2’s mesothelin cutoff screening protocol (confirmed positive mesothelin expression on ≥50% of tumor cells that are 2+ and/or 3+ by immunohistochemistry), 48% of patients screened have been eligible to be enrolled in the clinical trial.

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A maximum tolerated dose (MTD) was declared by the Safety Review Team (SRT) after all three patients treated at dose level 5 (DL5: 5x108 cells/m2 following lymphodepletion) experienced Grade ≥3 CRS. Below DL5, gavo-cel exhibited a manageable safety profile 4 on-target, off-tumor toxicities reported. In late December 2021, the SRT declared 1x108 cells/m2 following lymphodepletion as the recommended Phase 2 dose (RP2D).

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TCR2 designed the Phase 2 portion of its Phase 1/2 clinical trial to assess gavo-cel in patients with ovarian cancer, NSCLC, malignant pleural/peritoneal mesothelioma or cholangiocarcinoma. In January 2023, TCR2 announced that it had narrowed the focus of its development of gavo-cel in combination with Opdivo® (nivolumab) and Yervoy® (ipilimumab) and are evaluating redosing strategies which it believes may increase the duration of benefit in patients with ovarian cancer. TCR2 believes that these plans will allow them to prioritize material investment in gavo-cel and durability data from the ovarian cancer cohort is expected in the second half of 2023.

TCR2’s next most advanced program is TC-510, its first enhanced TRuC-T cell targeting mesothelin-expressing solid tumors which incorporates a PD-1:CD28 chimeric switch receptor. In TCR2’s preclinical studies of TC-510, they observed functional improvements over gavo-cel including enhanced signaling, increased proliferation, reduced exhaustion and improved in vivo efficacy against tumors with high PD-L1 expression. Based on these preclinical studies, TCR2 believes they can improve on the efficacy of gavo-cel in specific hostile solid tumor microenvironment settings and potentially expand into new solid tumor indications. TCR2 is conducting the Phase 1 portion of the Phase 1/2 clinical trial with initial objective response data expected in the second half of 2023.

 

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TCR2 is a public company whose shares trade on the Nasdaq under the ticker symbol “TCRR.” TCR2’s principal executive offices are located at 100 Binney Street, Suite 710, Cambridge, Massachusetts 02142, and telephone number is (617) 949-5200.

Additional information about TCR2 can be found on its website at http://www.tcr2.com. The information contained in, or that can be accessed through, TCR2’s website is not intended to be incorporated into this joint proxy statement/prospectus. For additional information about TCR2, see the section entitled “Where You Can Find More Information.”

 

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INFORMATION ABOUT THE ADAPTIMMUNE GENERAL MEETING

Time, Place and Purpose of the Adaptimmune General Meeting

This joint proxy statement/prospectus is being furnished to Adaptimmune shareholders as part of the solicitation of proxies by the Adaptimmune Board for use at the Adaptimmune general meeting to be held [•] London time ([•] Eastern Time) on [•], 2023, at Adaptimmune’s corporate headquarters, located at 60 Jubilee Avenue, Milton Park, Abingdon, Oxfordshire OX14 4RX, or at any postponement or adjournment thereof. At the Adaptimmune general meeting, Adaptimmune shareholders will be asked to (i) approve the Allotment Proposal and (ii) approve the Share Issuance Proposal.

Adaptimmune shareholders must approve the Allotment Proposal and the Share Issuance Proposal in order for the merger to occur. If Adaptimmune shareholders fail to approve the Allotment Proposal and the Share Issuance Proposal, the merger will not occur. A copy of the merger agreement, as amended, is attached as Annex A to this joint proxy statement/prospectus, which Adaptimmune encourages you to read carefully and in its entirety.

Action to be Taken by Holders of Adaptimmune Ordinary Shares

If you are a holder of Adaptimmune ADSs, please ignore this section and refer instead to the section below “—Holders of Adaptimmune ADSs.”

Holders of Adaptimmune ordinary shares that are planning to attend the Adaptimmune general meeting in person (or by way of corporate representative) should inform Morrow Sodali, Adaptimmune’s proxy solicitor.

Any holder of Adaptimmune ordinary shares that is unable to attend the Adaptimmune general meeting can still vote on the Allotment Proposal and the Share Issuance Proposal by appointing a proxy. A form of proxy for use at the Adaptimmune general meeting is enclosed or is being sent by email to holders of Adaptimmune ordinary shares that have opted to receive information by email. Holders of Adaptimmune ordinary shares are able to submit their proxy vote online at www.investorcentre.co.uk/eproxy (see instructions on form of proxy) to arrive by no later than [•] London time ([•] Eastern Time) on [•], 2023.

Alternatively, holders of Adaptimmune ordinary shares that have received a printed form of proxy and prefer to return it by post are advised to complete and return the form of proxy in accordance with the instructions printed on it so as to arrive at Adaptimmune’s registrar, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY, England as soon as possible but in any event by no later than [•] London time ([•] Eastern Time) on [•], 2023. CREST members may appoint a proxy by using the CREST electronic proxy appointment service. The return of a form of proxy or the electronic appointment of a proxy does not preclude any holder of Adaptimmune ordinary shares from attending and voting at the Adaptimmune general meeting if they so wish.

This joint proxy statement/prospectus, including the notice of the Adaptimmune general meeting and associated materials for the Adaptimmune general meeting are being sent or supplied to holders of Adaptimmune ordinary shares as of [•], 2023. In order to attend and vote at the Adaptimmune general meeting as a holder of Adaptimmune ordinary shares or for your form of proxy to remain valid, you must continue to be registered as a holder of ordinary shares in Adaptimmune’s register of members as of [•] London time ([•] Eastern Time) on [•], 2023.

Therefore, if any holder of Adaptimmune ordinary shares sells or transfers such Adaptimmune ordinary shares on or prior to [•], 2023, the form of proxy of such holder of Adaptimmune ordinary shares can no longer be used and if submitted (whether before or after you sell or transfer your Adaptimmune ordinary shares) will be treated as invalid. The selling or transferring holder of Adaptimmune ordinary shares should pass this document to the person who arranged the sale or transfer for delivery to the purchaser or transferee. The purchaser or transferee should contact Morrow Sodali, Adaptimmune’s proxy solicitor, to request a new form of proxy for its use.

Should a holder of Adaptimmune ordinary shares elect to convert their holding of Adaptimmune ordinary shares in the capital of Adaptimmune into an interest in the capital of Adaptimmune represented

 

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by ADSs before the Adaptimmune general meeting, such holder will cease to be a holder of Adaptimmune ordinary shares in their own name and will not be entitled to vote at the Adaptimmune general meeting as a holder of Adaptimmune ordinary shares. Such holder will also not be able to use the form of proxy that has been sent to them with this joint proxy statement/prospectus. However, such holder may be able to exercise their vote as a holder of an interest in the capital of Adaptimmune represented by Adaptimmune ADSs — please refer to the next section — “Holders of Adaptimmune ADSs.”

Holders of Adaptimmune ADSs

In order to exercise their vote as a holder of Adaptimmune ADSs, the Adaptimmune ADS holder or their bank, broker or nominee must be registered as a holder of ADSs in the Adaptimmune ADS register by [•] p.m. Eastern Time on [•], 2023 (the record date for holders of Adaptimmune ADSs).

Any holder of Adaptimmune ADSs through a bank, broker or nominee on [•], 2023, will have the materials for holders of Adaptimmune ADSs, which include the depositary bank’s notice of the Adaptimmune general meeting, the Adaptimmune general meeting documentation, and Adaptimmune ADS proxy card, sent to their bank, broker or nominee who should forward the materials to them. Please reach out to your bank, broker or nominee to provide your voting instructions.

Please note that Adaptimmune ADS proxy cards submitted by holders of Adaptimmune ADSs must be received by the depositary bank by no later than [•] Eastern Time on [•], 2023.

Contact for Holders of Adaptimmune ADSs

If you have queries about how you can deliver voting instructions, please contact Citibank, N.A. — ADR Shareholder Services at tel: +1-877-248-4237 (toll free within the United States) or +1-781-575-4555 (for international callers) or by email: citibank@shareholders-online.com or at Citibank Shareholder Services, P.O. Box 43099, Providence, RI 02940-5000.

Contact at Adaptimmune

If at any point you have any queries, please contact Morrow Sodali, Adaptimmune’s proxy solicitor, by calling toll free at 1 (800) 662-5200. Banks, brokerage firms and other nominees may call collect at 1 (203) 658-9400.

Attendance

Attendance at the Adaptimmune general meeting will be limited to holders of record of Adaptimmune ordinary shares as of [•] London time ([•] Eastern Time) on [•]. In order to obtain admittance to the Adaptimmune general meeting each shareholder may be asked to present valid picture identification, such as a driver’s license or passport. Any registered holder of Adaptimmune ordinary shares may appoint a proxy to attend, speak and vote on his/her behalf.

Quorum

For the purposes of the Adaptimmune general meeting, a quorate meeting will be formed by two persons being present and between them holding (or being the proxy or corporative representative of the holders of) at least one-third in number of the issued Adaptimmune ordinary shares entitled to vote at the Adaptimmune general meeting.

If you are a holder of record of Adaptimmune ordinary shares, your shares will be counted towards the quorum only if you are present in person or represented by proxy at the Adaptimmune general meeting. If you are a beneficial owner of Adaptimmune ordinary shares held in an account at a brokerage firm, bank or other similar organization your shares will be counted towards the quorum if your broker or nominee submits a proxy for those shares and the proxy represents the holder at the Adaptimmune general meeting. A member represented by a proxy at the Adaptimmune general meeting will be counted towards the quorum requirement even where the proxy abstains from voting. If a form of proxy does not instruct the proxy how to vote, the proxy may vote as he or she sees fit or abstain in relation to any business of the Adaptimmune general meeting, but the member represented by that proxy at the Adaptimmune general meeting will be

 

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counted towards the quorum requirement. If there is no quorum, the Adaptimmune general meeting will stand adjourned to such time, date and place as may be fixed by the chairperson of the Adaptimmune general meeting (being not less than 10 days later), and, if a quorum is not present at the adjourned meeting, the Adaptimmune general meeting will be dissolved.

Where the depositary bank submits votes on behalf of any holders of Adaptimmune ADSs, the number of ordinary shares represented by the Adaptimmune ADSs held by the relevant holders of Adaptimmune ADSs will count towards the quorum.

Vote Required

The Allotment Proposal and the Share Issuance Proposal are being proposed as ordinary resolutions. Under English law, assuming that a quorum is present, an ordinary resolution is passed on a show of hands if it is approved by a simple majority (more than 50%) of the votes cast by shareholders present (in person or by proxy) at the meeting and entitled to vote. If a poll is demanded, an ordinary resolution is passed if it is approved by holders representing a simple majority of the total voting rights of shareholders present (in person or by proxy) who (being entitled to vote) vote on the resolution.

You may vote “FOR,” “AGAINST” or “VOTE WITHHELD” for the Allotment Proposal and the Share Issuance Proposal. Votes withheld (or abstentions) and broker non-votes are not votes in law and will not be counted in the calculation of the votes “FOR” and “AGAINST” a resolution.

In accordance with the rules of Nasdaq, banks, brokerage firms or other nominees who hold Adaptimmune ADSs in “street name” for customers are precluded from exercising their voting discretion with respect to approving non-routine matters such as the adoption of the Allotment Proposal and the Share Issuance Proposal. Additionally, for Adaptimmune ordinary shares that are held in an account at a brokerage firm, bank or other similar organization, the shareholder of record is considered such brokerage firm, bank or other similar organization. As a result, absent specific instructions from the beneficial owner of such shares of Adaptimmune ordinary shares, banks, brokerage firms and other nominees are not empowered to vote those shares of Adaptimmune ordinary shares on non-routine matters. These broker non-votes will not be counted in respect of, and will not have any effect on, the Allotment Proposal and the Share Issuance Proposal.

With respect to Adaptimmune ADSs, if voting is by poll and the depositary bank does not receive voting instructions from a holder of Adaptimmune ADSs as of the record date for holders of Adaptimmune ADSs on or before the date established by the depositary bank for such purpose, such holder of Adaptimmune ADSs will be deemed, and the depositary bank will deem such holder, to have instructed the depositary bank to give a discretionary proxy to a person designated by Adaptimmune to vote the Adaptimmune ADSs; provided, however, that no such discretionary proxy will be given by the depositary bank with respect to any matter to be voted upon as to which Adaptimmune informs the depositary bank that (i) Adaptimmune does not wish such proxy to be given, (ii) substantial opposition exists, or (iii) the rights of holders of Adaptimmune ADSs may be adversely affected.

If you have any questions or need assistance voting your shares, please contact Morrow Sodali, Adaptimmune’s proxy solicitor, by calling toll-free at 1 (800) 662-5200. Banks, brokerage firms and other nominees may call collect at 1 (203) 658-9400.

IT IS IMPORTANT THAT YOU VOTE YOUR SHARES OF ADAPTIMMUNE ORDINARY SHARES AT THE ADAPTIMMUNE GENERAL MEETING PROMPTLY. WHETHER OR NOT YOU PLAN TO ATTEND THE ADAPTIMMUNE GENERAL MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN, AS PROMPTLY AS POSSIBLE, THE ENCLOSED PROXY CARD IN THE ACCOMPANYING PREPAID REPLY ENVELOPE, OR SUBMIT YOUR PROXY BY THE INTERNET. ADAPTIMMUNE SHAREHOLDERS WHO ATTEND THE ADAPTIMMUNE GENERAL MEETING MAY REVOKE THEIR PROXIES BY VOTING IN PERSON.

As of March 28, 2023, the directors and executive officers of Adaptimmune beneficially owned and were entitled to vote, in the aggregate, 13,027,948 Adaptimmune ordinary shares (not including any

 

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Adaptimmune ordinary shares deliverable upon the vesting of any restricted stock unit style options or the exercise of any options). This includes Adaptimmune ordinary shares which are represented by Adaptimmune ADSs.

Proxies and Revocation

A registered holder of Adaptimmune ordinary shares can revoke his or her proxy, whether delivered over the Internet or by mail, at any time before [•], London Time, on [•], 2023, by voting again through any of the methods available to you, by notifying Adaptimmune’s registrar, Computershare, in writing that you are revoking your proxy, which must be received by Computershare by not less than 48 hours (not including non-business days) before the time of the Adaptimmune general meeting to be effective, or by attending the Adaptimmune general meeting and voting in person. Written notice of revocation should be mailed to: Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY, England.

If Adaptimmune ordinary shares are held in an account at a brokerage firm, bank or similar organization, voting instructions may be changed or revoked by contacting the broker, bank or other nominee holding the shares.

Adjournments

Although it is not currently expected, the Adaptimmune general meeting may be adjourned (with the consent of the meeting) for the purpose of soliciting additional proxies if there are insufficient votes at the time of the Adaptimmune general meeting to pass the resolutions to be proposed, and will be adjourned if a quorum is not present at the Adaptimmune general meeting. Any adjournment of the Adaptimmune general meeting for the purpose of soliciting additional proxies will allow Adaptimmune shareholders who have already sent in their proxies to revoke them prior to their use at the Adaptimmune general meeting as adjourned.

Anticipated Date of Completion of the Merger

Subject to the satisfaction or waiver of the closing conditions described under the section titled, “The Merger Agreement — Conditions to Completion of the Merger,” including the approval by Adaptimmune shareholders of the Allotment Proposal and the Share Issuance Proposal at the Adaptimmune general meeting, Adaptimmune and TCR2 expect that the merger will be completed in the second quarter of 2023. The merger agreement provides that the closing will occur as early as practicable on a date to be specified by the parties to the merger agreement and no later than the second business day after satisfaction or waiver of all of the conditions to closing described under the section titled, “The Merger Agreement — Conditions to Completion of the Merger,” other than those conditions that by their nature may only be satisfied at the closing, but subject to the satisfaction or waiver of such conditions at the closing. See the section of this joint proxy statement/prospectus titled, “The Merger — Closing and Effective Time of the Merger.”

Solicitation of Proxies; Payment of Solicitation Expenses

Adaptimmune has engaged Morrow Sodali to assist in the solicitation of proxies for the Adaptimmune general meeting. Adaptimmune estimates that it will pay Morrow Sodali a fee not to exceed $15,000. Adaptimmune has agreed to reimburse Morrow Sodali for certain reasonable and documented out-of-pocket fees and expenses, including telephone charges, and also will indemnify Morrow Sodali, its subsidiaries and their respective directors, officers, employees and agents against certain claims, liabilities, losses, damages and expenses. Adaptimmune may also reimburse banks, brokers or their agents for their expenses in forwarding proxy materials to beneficial owners of Adaptimmune’s ordinary shares. Adaptimmune’s directors, officers and employees also may solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies. Adaptimmune also has agreed to reimburse the depositary bank for its expenses in sending materials, including Adaptimmune ADS proxy cards, to Adaptimmune ADS holders of record.

 

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Questions and Additional Information

If you are a holder of Adaptimmune ordinary shares or Adaptimmune ADSs and have additional questions about the merger, need assistance in submitting your form of proxy or voting your Adaptimmune ordinary shares or Adaptimmune ADSs, or need additional copies of this joint proxy statement/​prospectus or the enclosed proxy card, please contact Morrow Sodali, Adaptimmune’s proxy solicitor, by calling toll-free at 1 (800) 662-5200. Banks, brokerage firms and other nominees may call collect at 1 (203) 658-9400.

 

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ADAPTIMMUNE PROPOSAL 1:
APPROVAL OF THE ALLOTMENT

This joint proxy statement/prospectus is being furnished to you as a Adaptimmune shareholder in connection with the solicitation of proxies by the Adaptimmune Board for use at the Adaptimmune general meeting. Under the Companies Act 2006, the Adaptimmune Board cannot allot Adaptimmune ordinary shares (other than pursuant to an employee share scheme) unless they are authorized to do so by Adaptimmune shareholders. At the Adaptimmune general meeting, Adaptimmune is asking Adaptimmune shareholders to consider and vote upon a proposal to authorize the Adaptimmune Board (or a duly authorized committee thereof) to allot new shares or to grant rights to subscribe for or to convert any security into Adaptimmune ordinary shares up to a maximum aggregate nominal amount of £[•] in connection with the merger (the “Allotment Proposal”).

Based on the number of shares of TCR2 Common Stock outstanding as of March 28, 2023, the latest practicable date prior to the date of this joint proxy statement/prospectus, Adaptimmune expects to issue approximately 62,491,891 Adaptimmune ADSs to TCR2 stockholders in connection with the merger. The actual number of Adaptimmune ADSs to be issued in connection with the merger will be based on the number of shares of TCR2 Common Stock outstanding at the Effective Time and the Exchange Ratio. Based on the number of shares of Adaptimmune ADSs and TCR2 Common Stock outstanding as of March 28, 2023, the latest practicable date prior to the date of this joint proxy statement/prospectus, upon completion of the merger, Adaptimmune shareholders immediately prior to the merger are expected to own approximately 75% of the combined company’s ordinary shares and TCR2 stockholders immediately prior to the merger are expected to own approximately 25% of the combined company’s ordinary shares.

The Adaptimmune Board has carefully considered and (i) unanimously determined that the terms of the merger and the other transactions contemplated by the merger agreement are most likely to promote the success of Adaptimmune for the benefit of Adaptimmune shareholders, (ii) unanimously approved, adopted and declared advisable the merger agreement and the transactions contemplated thereby, (iii) unanimously resolved, subject to Section 5.4(c) of the merger agreement, to recommend that Adaptimmune shareholders approve authorization of the Adaptimmune Board to allot all Adaptimmune ordinary shares to be issued in connection with the merger and (iv) directed that the issuance of Adaptimmune ordinary shares represented by Adaptimmune ADSs in connection with the merger be submitted to Adaptimmune shareholders for approval.

The Adaptimmune Board unanimously recommends that Adaptimmune shareholders vote “FOR” the Allotment Proposal.

The Allotment Proposal is being proposed as ordinary resolution. Under English law, assuming that a quorum is present, an ordinary resolution is passed on a show of hands if it is approved by a simple majority (more than 50%) of the votes cast by shareholders present (in person or by proxy) at the meeting and entitled to vote. If a poll is demanded, an ordinary resolution is passed if it is approved by holders representing a simple majority of the total voting rights of shareholders present (in person or by proxy) who (being entitled to vote) vote on the resolution. Any shares not present or represented by proxy (including due to the failure of a holder of Adaptimmune ordinary shares who holds shares in “street name” through a bank, broker or other nominee to provide voting instructions with respect to any proposals at the Adaptimmune general meeting to such bank, broker or other nominee) will have no effect on the outcome of the Allotment Proposal, provided that a quorum is otherwise present. An abstention by any shares present or represented by proxy on the Allotment Proposal will not be counted as votes cast in favor or against the Allotment Proposal but will count for the purpose of determining whether a quorum is present. Broker non-votes, if any, will have no effect on the Allotment Proposal.

With respect to Adaptimmune ADSs, if voting is by poll and the depositary bank does not receive voting instructions from a holder of Adaptimmune ADSs as of the record date for holders of Adaptimmune ADSs on or before the date established by the depositary bank for such purpose, such holder of Adaptimmune ADSs will be deemed, and the depositary bank will deem such holder, to have instructed the depositary bank to give a discretionary proxy to a person designated by Adaptimmune to vote the Adaptimmune ADSs; provided, however, that no such discretionary proxy will be given by the depositary bank with respect to any matter to be voted upon as to which Adaptimmune informs the depositary bank that

 

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