UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(dD)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report: ~~June~~(Date of earliest event reported): 14October 4, 2023

~~BioPlus~~BIOPLUS ~~Acquisition~~ACQUISITION ~~Corp~~CORP.

(Exact name of registrant as specified in its charter)

Cayman Islands	001-41116	98-~~1583272~~1583872
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdiction	(Commission File Number)	(I.R.S. Employer
of incorporation)		Identification No.)

260 Madison Avenue

260 Madison Avenue

Suite 800

New York, New York

10026

(Address of Principal Executive Offices)

(Zip Code)

~~Suite~~Registrant’s ~~800~~telephone number, including area code (212) 287-4092

New York, New York 10016

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (212) 287-4092

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A Ordinary Share and one-half of one Redeemable Warrant	BIOSU	The Nasdaq Stock Market LLC
Class A Ordinary Share, par value $0.0001 per share	BIOS	The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one Class A Ordinary Share for $11.50 per share	BIOSW	The Nasdaq Stock Market LLC
Warrants, each exercisable for one Class A Ordinary Share for $11.50 per share	BIOSW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

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 13(a) of the Exchange Act. ☐

Item 71.01. ~~Regulation~~Entry FDinto ~~Disclosure~~a Material Definitive Agreement.

OnAs ~~June 14~~previously disclosed, on May 2, 2023, BioPlus Acquisition Corp., a Cayman Islands exempted company (“BIOS” or the “Company”), Guardian Merger Subsidiary Corp., a Delaware corporation and a direct wholly owned subsidiary of BIOS (“Merger Sub”), and Avertix Medical, Inc. (f/k/a Angel Medical Systems, Inc.), a Delaware corporation (“Avertix”), ~~will~~and, ~~make~~solely ~~available~~with respect to Section 3.03(b) and Section 7.21 of the Business Combination Agreement (as defined below), BioPlus Sponsor LLC, a ~~joint~~Cayman ~~investor~~Islands ~~presentation~~limited ~~concerning~~liability ~~their~~company (the ~~previously~~“Sponsor”), ~~announced~~entered ~~proposed~~into a business combination. Aagreement ~~copy~~and plan of reorganization (the ~~investor~~“Business ~~presentation~~Combination Agreement”), ispursuant ~~furnished~~to ~~herewith~~which Merger Sub will merge with and into Avertix (the “Merger”), with Avertix surviving the Merger as ~~Exhibit~~a 99direct wholly owned subsidiary of BIOS.1.

~~The~~On ~~information~~October in4, ~~this~~2023, ~~Item~~pursuant to 7Section 9.01,(a) ~~including~~of ~~Exhibit~~the ~~99.1~~Business Combination Agreement, isthe ~~furnished~~parties ~~and~~to ~~shall~~the ~~not~~Business beCombination ~~deemed~~Agreement ~~“filed”~~entered ~~for~~into ~~purposes~~a ofTermination and ~~Section 18~~Release ofAgreement (the ~~Securities~~“Termination ~~Exchange~~Agreement”) ~~Act~~to ofterminate ~~1934,~~the asBusiness ~~amended~~Combination Agreement (the “~~Exchange Act~~Termination”),. The orTermination ~~otherwise~~Agreement ~~subject~~also toautomatically ~~liabilities~~terminates ~~under~~ancillary ~~that~~documents ~~section,~~to ~~and~~the ~~shall~~Business ~~not~~Combination beAgreement ~~deemed~~(the to“Ancillary Documents”), beincluding ~~incorporated~~certain bystockholder ~~reference~~support ~~into~~agreements, ~~the~~by ~~filings~~and ofamong BIOS, ~~under~~Avertix ~~the~~and ~~Securities~~certain ~~Act~~stockholders of ~~1933,~~Avertix ~~as amended, or~~ (the “Stockholder ~~Exchange~~Support ~~Act~~Agreements”), ~~regardless~~and ofthe ~~any~~sponsor ~~general~~support ~~incorporation~~agreement, ~~language~~by inand ~~such~~among ~~filings.~~BIOS, ~~This~~the ~~Current~~Sponsor ~~Report~~and onAvertix ~~Form~~(the ~~8-K~~“Sponsor Support ~~will~~Agreement”). ~~not~~Additionally, bethe ~~deemed~~Termination anAgreement ~~admission~~provides asfor toa ~~the~~mutual ~~materiality~~release of ~~any~~claims ~~information~~among ~~contained~~the inparties ~~this~~and ~~Item 7~~their affiliates.~~01, including Exhibit 99.1.~~

~~Important~~As ~~Information~~a ~~About~~result of the ~~Transactions~~Termination, the Business Combination Agreement is of no further force and ~~Where~~effect, towith ~~Find~~the Itexception of specified provisions set forth in the Termination Agreement, and all provisions of the Ancillary Documents, including provisions of any such Ancillary Document that by their terms would otherwise have survived the termination of such Ancillary Document, is of no further force and effect.

~~This~~The ~~Current~~foregoing ~~Report~~descriptions of onthe ~~Form~~Business ~~8-K~~Combination ~~may~~Agreement, ~~contain~~the ~~information~~Termination ~~relating~~Agreement ~~to a proposed business combination between BIOS~~ and ~~Avertix.~~the InAncillary ~~connection~~Documents ~~with~~do ~~the~~not ~~proposed~~purport ~~transaction,~~to ~~BIOS~~be ~~has~~complete ~~filed~~and aare ~~registration~~qualified in ~~statement~~their onentirety ~~Form~~by ~~S-4~~the ~~(as~~terms ~~amended~~and orconditions ~~supplemented~~of, ~~the~~respectively, ~~“Registration Statement”~~(i) ~~with~~ the ~~Securities~~Business ~~and~~Combination ~~Exchange Commission (the “SEC”)~~Agreement, ~~which includes~~ a ~~preliminary~~copy ~~proxy statement/prospectus~~ of ~~BIOS,~~ which ~~will~~was bepreviously filed ~~both~~as ~~the~~Exhibit ~~proxy~~2.1 ~~statement~~ to ~~be distributed to holders of~~ BIOS’ ~~ordinary~~Current ~~shares~~Report inon ~~connection~~Form ~~with~~8-K ~~the~~filed ~~solicitation of proxies for the vote by BIOS’ shareholders~~ with ~~respect to~~ the ~~proposed~~Securities ~~business combination~~ and ~~related~~Exchange ~~matters~~Commission as(“SEC”) ~~may~~on May be3, ~~described~~2023, in(ii) the ~~Registration~~Termination ~~Statement~~Agreement, asa ~~well~~copy ~~as the prospectus relating to the offer and sale~~ of ~~the~~which ~~securities to be issued in the business combination. After the Registration Statement~~ is ~~declared~~filed ~~effective,~~with ~~BIOS~~this ~~will~~Current ~~mail~~Report aon ~~definitive~~Form ~~proxy~~8-K ~~statement/prospectus~~as ~~and~~Exhibit ~~other relevant documents to its shareholders~~10.1, ~~BIOS shareholders~~ and ~~other~~the ~~interested~~terms of ~~persons~~which are ~~advised~~incorporated toby ~~read,~~reference ~~when~~herein ~~available,~~and (iii) the ~~preliminary~~Stockholder ~~proxy~~Support ~~statement/prospectus,~~Agreements and ~~amendments thereto, and~~ the ~~definitive~~Sponsor ~~proxy~~Support ~~statement/prospectus~~Agreement, incopies ~~connection with BIOS’ solicitation~~ of which ~~proxies~~were ~~for~~previously ~~its~~included ~~shareholders’~~as ~~meeting~~Exhibits to10.3 beand ~~held~~10.4 to ~~approve~~BIOS’ ~~the~~Current ~~proposed~~Report ~~business~~on ~~combination~~Form ~~and~~8-K ~~related~~filed ~~matters~~with ~~because~~ the ~~proxy~~SEC ~~statement/prospectus~~on ~~will~~May ~~contain~~3, ~~important information about BIOS and Avertix and the proposed business combination~~2023.

~~The~~Item ~~definitive proxy statement/prospectus will be mailed to shareholders of BIOS as of a record date to be established for voting on the proposed business combination and related matters~~1.02. ~~Shareholders~~Termination ~~may obtain copies~~ of ~~the~~Material ~~proxy~~Definitive ~~statement/prospectus, when available, without charge, at the SEC’s website at www~~Agreement.~~sec.gov or by directing a request to: BioPlus Acquisition Corp., 260 Madison Avenue, Suite 800, New York, NY 10026 or by emailing info@Biosspac.com~~

~~Participants~~The information set forth in ~~the~~Item ~~Solicitation~~1.01 above is hereby incorporated by reference into this Item 1.02.

~~BIOS~~Item and Avertix and their respective directors, officers and other members of their management and employees may be deemed to be participants in the solicitation of proxies from BIOS’ shareholders with respect to the proposed business combination and related matters8.01 ~~Investors~~Other and securityholders may obtain more detailed information regarding the names, affiliations and interests of the directors and officers of BIOS and Avertix in the proxy statement/prospectus relating to the proposed business combination filed with the SECEvents. ~~These documents may be obtained free of charge from the sources indicated above.~~

NoIn ~~Offer~~view orof ~~Solicitation~~the termination of the Business Combination Agreement, BIOS determined that it would be unable to consummate an initial business combination within the time period in accordance with the provisions of its Amended and Restated Memorandum and Articles of Association, as amended (the “Charter”) and BIOS intends to dissolve and liquidate in accordance with the provisions of its Charter.

~~This~~BIOS ~~Current~~expects ~~Report~~to onredeem ~~Form~~all of ~~8-K~~its isClass ~~for~~A ~~informational~~ordinary ~~purposes~~shares ~~only~~that ~~and~~were isincluded ~~not~~in ~~intended~~the tounits ~~and~~issued ~~shall~~in ~~not~~the ~~constitute~~Company’s ainitial ~~proxy~~public ~~statement~~offering or(“Public ~~the~~Shares”) for ~~solicitation~~an ofestimated aredemption ~~proxy,~~price ~~consent~~of orapproximately ~~authorization~~$10.79 ~~with~~per ~~respect~~share to(the ~~any~~“Redemption ~~securities~~Amount”) orafter inthe ~~respect~~payment of ~~the~~taxes ~~proposed transaction~~ and dissolution isexpenses. ~~not~~Record ~~intended~~holders towill ~~and~~receive ~~shall~~their ~~not~~pro ~~constitute~~rata anportion ~~offer~~of ~~to sell or~~ the ~~solicitation~~proceeds of anthe ~~offer~~trust toaccount ~~sell~~by ordelivering ~~the~~their ~~solicitation~~Public Shares ~~of an offer~~ to ~~buy~~Continental orStock ~~subscribe~~Transfer ~~for~~& ~~any~~Trust ~~securities~~Company, orthe aCompany’s ~~solicitation~~transfer ofagent. ~~any~~Beneficial ~~vote~~owners of ~~approval,~~Public ~~nor~~Shares ~~shall~~held in ~~there~~“street bename,” ~~any sale~~however, ~~issuance~~will ornot ~~transfer~~need ofto ~~securities~~take in any ~~jurisdiction~~action in ~~which~~order ~~such~~to ~~offer,~~receive ~~solicitation~~the orRedemption ~~sale~~Amount. ~~would~~The beredemption ~~unlawful~~of ~~prior~~the Public toShares ~~registration~~is orexpected ~~qualification~~to ~~under~~be ~~the~~completed ~~securities~~within ~~laws~~ten ofbusiness ~~any~~days ~~such~~after ~~jurisdiction~~October 4, 2023.

~~Forward-Looking Statements~~1

~~This~~The ~~Current~~Sponsor ~~Report~~has onagreed Form 8-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 that are not historical facts, and involve risks and uncertainties that could cause actual results of BIOS and Avertix to waive ~~differ~~its ~~materially~~redemption ~~from~~rights ~~those expected and projected. These statements, other than statements of present or historical fact included in this document, regarding BIOS’ proposed business combination~~ with ~~Avertix,~~respect ~~BIOS’ ability~~ to consummate the proposed transactions, the benefits of the proposed transactions and the combined company’s future financial performance, including financial projections, as well as the combined company’s strategy, demand for products and services, use cases for products and services, anticipated business model and future operations, estimated financial position, estimated revenue growth, prospects expectations, estimated market growth, size and opportunity, plans and objectives of management, among others, are forward-looking statements. These statements are based on various assumptions, whether or not identified in this document, and on the current expectations of Avertix’s management and are not predictions of actual performance, and, as a result, are subject to risks and uncertainties. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many factors could cause actual future events to differ materially from the forward-looking statements in this document, including but not limited to: the inability of the parties to successfully or timely consummate the proposed business combination; the risk that the proposed business combination may not be completed by BIOS’ business combination deadline and the potential failure to obtain an extension of the business combination deadline by BIOS; failure to realize the anticipated benefits of the proposed business combination; the occurrence of any event, change or other circumstance that could give rise to the termination of the definitive transaction agreement; Avertix’s history of operating losses; Avertix’s ability to engage physicians to utilize and prescribe its ~~solution;~~outstanding ~~changes~~Class inB ~~reimbursement~~ordinary ~~practices;~~shares ~~technological~~issued ~~changes~~prior ~~in Avertix’s market; Avertix’s ability~~ to ~~protect its intellectual property; Avertix‘s material weaknesses in financial reporting; and~~ the ~~Avertix~~Company’s ~~ability~~initial topublic offering ~~navigate complex regulatory requirements. The foregoing list of factors is not exhaustive. Please carefully consider the foregoing factors~~ and the ~~other~~Class ~~risks~~A ~~and~~ordinary ~~uncertainties~~shares ~~described~~contained in the ~~“Risk~~units ~~Factors”~~issued ~~section~~in ofa ~~the~~private ~~final~~placement ~~prospectus~~concurrent ~~to BIOS’ registration statement on Form S-1, as amended (File No. 333-249676), the Registration Statement filed~~ with the ~~SEC~~initial bypublic ~~BIOS and other documents filed or that may be filed by BIOS from time to time with the SEC~~offering. ~~These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those obtained in the forward-looking statements.~~

There ~~may~~will be ~~additional~~no ~~risks~~redemption rights ~~that neither BIOS nor Avertix presently know~~ or ~~that~~liquidating ~~BIOS~~distributions ~~and~~with ~~Avertix~~respect ~~currently believe are immaterial that could also cause actual results~~ to ~~differ from those contained in~~ the ~~forward-looking statements. In addition, forward-looking statements reflect BIOS~~Company’ ~~and Avertix’~~s ~~expectations~~warrants, ~~plans~~which ~~or forecasts of future events and views as of the date of this document. BIOS and Avertix anticipate that subsequent events and developments~~ will ~~cause~~expire ~~BIOS’ and Avertix’s assessments to change~~worthless. However, while BIOS and Avertix may elect to update these forward-looking statements at some point in the future, BIOS and Avertix specifically assume no obligation and do not intend to do so, nor do they intend to revise these forward-looking statements, whether as a result of new information, future events, or otherwise, except as may be required by applicable law. These forward-looking statements should not be relied upon as representing BIOS’ and Avertix’s assessments as of any date subsequent to the date of this document. Neither BIOS nor Avertix gives any assurance that either BIOS or Avertix, or the combined company, will achieve its expectations. Accordingly, undue reliance should not be placed upon the forward-looking statements as predictions of future events.

~~Item~~On 9October 4, 2023, BIOS issued a press release announcing the termination of the Business Combination Agreement and its intent to liquidate.01 ~~Financial~~A ~~Statements~~copy of the press release is attached as Exhibit 99.1 hereto and ~~Exhibits~~is incorporated herein by reference.

~~(d)~~Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description
99.1		Investor Presentation, dated June 14, 2023.
104.1		Cover page interactive data file (embedded within the Inline XBRL document).

(d)

Exhibits

*The ~~Certain~~following exhibits ~~and~~are ~~schedules~~filed ~~to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). BIOS agrees to supplementally furnish a copy of any omitted exhibit or schedule to the SEC upon its request.~~herewith:

SIGNATURE

Exhibit No.		Description of Exhibits
10.1		Termination and Release Agreement, dated October 4, 2023, by and among BioPlus Acquisition Corp., Guardian Merger Subsidiary Corp., Avertix Medical, Inc., and BioPlus Sponsor LLC.
99.1		Press Release dated October 4, 2023.
104.1		Cover Page Interactive Data File (embedded within the Inline XBRL document).

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~2

~~BioPlus Acquisition Corp. By: /s/ Ross Haghighat Name: Ross Haghighat Title: Chief Executive Officer and Chief Financial Officer~~SIGNATURE

~~Dated:~~Pursuant to ~~June 14~~the requirements of the Securities Exchange Act of 1934, ~~2023~~the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: October 4, 2023

BioPlus Acquisition Corp.

By:	/s/ Ross Haghighat
	Name:	Ross Haghighat
	Title:	Chief Executive Officer and Chief Financial Officer

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