UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~January~~February 1113, 2023

Medicus Sciences Acquisition Corp.

(Exact name of registrant as specified in its charter)

Cayman Islands		001-40068		N/A
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

152 West 57th Street, Floor 20

New York, New York

10019

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (212) 259-8400

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 to 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))

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A ordinary shares, $0.0001 par value	MSAC	The Nasdaq Stock Market LLC
Redeemable warrants, each warrant exercisable for one Class A ordinary share for $11.50 per share	MSACW	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 x

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 38.01. ~~Notice~~Other ~~of Delisting or Failure to Satisfy a Continued Listing Rule or Standard~~Events.

On ~~January 11~~ February 13, 2023, Medicus Sciences Acquisition Corp. (~~“Medicus” or~~ the “Company”), ~~received~~issued a ~~notice~~press ~~(the~~release ~~“Notice”)~~announcing ofthat ~~failure~~ due to ~~satisfy a continued listing standard from Nasdaq under Listing Rules 5620 (a) and 5810(c)(2)(G). The Notice indicated that~~ the Company’s ~~failed~~inability to ~~hold~~consummate an ~~annual meeting~~initial ofbusiness ~~shareholders~~combination within the ~~required~~time ~~twelve-month~~ period ~~for~~required ~~the~~by ~~fiscal~~its ~~year~~amended ~~ended~~and ~~December~~restated memorandum ~~31,~~and ~~2022.~~articles ~~Under~~of association (the ~~Listing Rules~~“Charter”), the Company ~~has~~intends ~~45 calendar days~~ to ~~submit~~dissolve aand ~~plan~~liquidate ~~to regain compliance. If that plan is accepted, Medicus may be granted up to 180 calendar~~in ~~days~~accordance ~~from~~with the ~~fiscal~~provisions ~~year~~of ~~end,~~its orthe ~~until~~Charter ~~June~~and ~~29,~~will ~~2023,~~redeem toall ~~regain compliance. Failure to regain compliance with standards for continued listing would result in the ultimate de-listing~~ of the ~~Company’s~~outstanding Class A ordinary shares, ~~ticker~~that ~~symbol~~were ~~“MSAC”, from~~included ~~Nasdaq.~~in ~~Because~~the itunits isissued ~~unlikely~~in ~~Medicus will be able to complete a business combination before~~ its ~~completion~~initial ~~deadline~~public ofoffering ~~February 18, 2023,~~ (the ~~Company~~“Public ~~intends~~Shares”), toat ~~liquidate promptly after the deadline and therefore will not submit~~ a per-share redemption ~~plan~~ price of ~~compliance~~approximately $10. 18.

~~SIGNATURE~~As of the close of business on February 21, 2023, the Public Shares will be deemed cancelled and will represent only the right to receive the redemption amount. The Company anticipates that the Public Shares will cease trading as of the close of business on February 17, 2023.

~~Pursuant~~In order to provide for the ~~requirements~~disbursement of funds from the trust account, the Company will instruct the trustee of the trust account to take all necessary actions to liquidate the ~~Securities~~securities ~~Exchange~~held ~~Act~~in the trust account. The proceeds of ~~1934~~the trust account will be held in a non-interest bearing account while awaiting disbursement to the holders of the Public Shares. Record holders will receive their pro rata portion of the proceeds of the trust account by delivering their Public Shares to Continental Stock Transfer & Trust Company, the ~~registrant~~Company’s transfer ~~has~~agent. Beneficial ~~duly~~owners ~~caused~~of ~~this~~Public ~~report~~Shares held in “street name,” however, will not need to betake ~~signed~~any onaction ~~its~~in order ~~behalf~~to byreceive the ~~undersigned~~redemption ~~hereunto~~amount. The redemption of the Public Shares is expected to be completed within ten business days after ~~duly~~February 21, ~~authorized~~2023.

	MEDICUS SCIENCES ACQUISITION CORP.
Dated: January 18, 2023	By:	/s/ Michael Castor
	Name:	Michael Castor
	Title:	Chief Executive Officer

The Company’s sponsor has agreed to waive its redemption rights with respect to its outstanding Class B ordinary shares issued prior to the Company’s initial public offering.

There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description

99.1	Press Release.

104	Cover Page Interactive Data File (the Cover Page Interactive Data File is embedded within the Inline XBRL document).

SIGNATURE

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.

	MEDICUS SCIENCES ACQUISITION CORP.

Dated: February 13, 2023	By:	/s/ Michael Castor
	Name:	Michael Castor
	Title:	Chief Executive Officer

Filing Compare · Medicus Sciences Acquisition Corp.