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: ~~May~~(Date 30of earliest event reported): June 2, 2023

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

(Exact name of registrant as specified in its charter)

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

260 Madison Avenue Suite 800 New York, New York 10016 (Address of principal executive offices, including zip code)


260 Madison Avenue
Suite 800
New York, New York		10016
(Address of Principal Executive Offices)		(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))

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

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.

OnFollowing ~~May~~the approval of the Extension Amendment Proposal (as defined below), on June 302, 2023, BioPlus Acquisition Corp., a Cayman Islands exempted company (the “~~BIOS~~Company”), ~~and~~issued ~~Avertix~~a ~~Medical,~~promissory ~~Inc.~~note (~~f/k/a~~the ~~Angel~~“Note”) ~~Medical~~in ~~Systems~~the aggregate principal amount of up to $1,500,000 ~~Inc.)~~to BioPlus Sponsor LLC, a ~~Delaware~~Cayman ~~corporation~~Islands limited liability company (the “~~Avertix~~Sponsor”), ~~will~~pursuant ~~make~~to ~~available~~which athe ~~joint~~Sponsor ~~investor~~agreed ~~presentation~~to ~~concerning~~loan ~~their~~to ~~previously~~the ~~announced~~Company ~~proposed~~up ~~business~~to ~~combination~~$1,500,000 (the “Extension Funds”) to deposit into the Company’s trust account (the “Trust Account”) for the Company’s Class A Ordinary Shares, par value $0.0001 (the “Class A ~~copy~~Ordinary Shares”), held by the Company’s public shareholders (the “Public Shares”) that were not redeemed in connection with the extension of the ~~investor~~Company’s ~~presentation~~termination isdate ~~furnished~~from ~~herewith~~June 7, 2023 to December 7, 2023 (or such earlier date as ~~Exhibit~~determined 99by the board of directors of the Company (the “Board”)).1.

The ~~information~~Company inwill ~~this~~deposit ~~Item 7.01~~$250,000 ~~including~~into ~~Exhibit~~the ~~99.1,~~Trust isAccount ~~furnished~~for ~~and~~each ~~shall~~calendar ~~not~~month be(commencing ~~deemed~~on ~~“filed”~~June 7, ~~for~~2023 ~~purposes~~and ofending ~~Section 18~~on of the ~~Securities~~7th ~~Exchange~~day ~~Act~~ of ~~1934,~~each assubsequent ~~amended (the “Exchange Act”~~month), or ~~otherwise~~portion ~~subject~~thereof, ~~to liabilities under~~ that ~~section,~~is ~~and~~needed ~~shall~~by ~~not~~the beCompany ~~deemed~~ to becomplete ~~incorporated~~an byinitial ~~reference~~business ~~into~~combination (the ~~filings~~“Initial ofBusiness ~~BIOS~~Combination”) ~~under~~until ~~the~~December 7, ~~Securities~~2023 ~~Act~~(or ofsuch ~~1933,~~earlier date as ~~amended,~~determined orby the ~~Exchange Act~~Board), ~~regardless~~and ofsuch ~~any~~amount ~~general~~will ~~incorporation~~be ~~language~~distributed ineither ~~such~~to: ~~filings.~~(i) all ~~This~~of ~~Current~~the ~~Report~~holders onof ~~Form 8-K will~~Public ~~not~~Shares beupon ~~deemed~~the anCompany’s ~~admission~~liquidation asor to(ii) holders ~~the~~of ~~materiality~~Public ofShares ~~any~~who ~~information~~elect ~~contained~~to have their shares redeemed in ~~this~~connection ~~Item~~with ~~7.01,~~the ~~including~~consummation ~~Exhibit~~of 99the Initial Business Combination.1.

~~Important~~The ~~Information~~Note ~~About~~bears no interest and is repayable in full upon the ~~Transactions~~date of the consummation of the Initial Business Combination or the liquidation of the Company. Notwithstanding, at the Sponsor’s election at any time prior to payment in full of the principal balance of the Note, the Sponsor may elect, subject to certain limitations set forth therein, to convert the unpaid principal balance of this Note into that number of units, each unit consisting of one Class A Ordinary Share of the Company and ~~Where~~one half of one warrant, each whole warrant exercisable for one Class A Ordinary Share of the Company, equal to: ~~Find~~(x) the Itportion of the principal amount of this Note being converted pursuant to the Note, divided by (y) $10.00, rounded up to the nearest whole number of units.

~~This~~The ~~Current~~issuance ~~Report on Form 8-K may contain~~of ~~information~~the ~~relating~~Note towas amade ~~proposed~~pursuant ~~business~~to ~~combination between BIOS and Avertix. In connection with~~ the ~~proposed~~exemption ~~transaction,~~from ~~BIOS has filed a~~ registration ~~statement~~contained onin ~~Form S-~~Section 4 (~~as amended or supplemented, the “Registration Statement”~~a) ~~with the Securities and Exchange Commission~~ (~~the “SEC”~~2), ~~which includes a preliminary proxy statement/prospectus~~ of ~~BIOS, which will be both~~ the ~~proxy~~Securities ~~statement~~Act ~~to be distributed to holders~~ of BIOS’ ordinary shares in connection with the solicitation of proxies for the vote by BIOS’ shareholders with respect to the proposed business combination and related matters as may be described in the Registration Statement1933, as ~~well as the prospectus relating to the offer and sale of the securities to be issued in the business combination~~amended. After the Registration Statement is declared effective, BIOS will mail a definitive proxy statement/prospectus and other relevant documents to its shareholders. BIOS shareholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus, and amendments thereto, and the definitive proxy statement/prospectus in connection with BIOS’ solicitation of proxies for its shareholders’ meeting to be held to approve the proposed business combination and related matters because the proxy statement/prospectus will contain important information about BIOS and Avertix and the proposed business combination.

The ~~definitive~~foregoing ~~proxy~~description ~~statement/prospectus~~is ~~will~~qualified bein ~~mailed~~its toentirety ~~shareholders~~by ofreference ~~BIOS as of a record date~~ to ~~be established for voting on~~ the ~~proposed~~Note, ~~business~~a ~~combination~~copy ~~and related matters. Shareholders may obtain copies~~ of ~~the~~which ~~proxy~~is ~~statement/prospectus,~~attached ~~when~~as ~~available,~~Exhibit ~~without charge, at the SEC’s website at www~~10.~~sec.gov~~1 orhereto byand ~~directing~~is aincorporated ~~request~~herein ~~to: BioPlus Acquisition Corp., 260 Madison Avenue, Suite 800, New York, NY 10026 or~~ by ~~emailing info@Biosspac~~reference.~~com~~

~~Participants~~Item in2.03. ~~the~~Creation ~~Solicitation~~of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant.

~~BIOS~~The ~~and~~disclosure ~~Avertix~~contained ~~and their respective directors, officers and other members of their management and employees may be deemed to be participants~~ in ~~the~~Item ~~solicitation~~1.01 of ~~proxies~~this ~~from~~Current ~~BIOS’~~Report ~~shareholders~~on ~~with~~Form ~~respect~~8-K tois ~~the~~incorporated ~~proposed~~by ~~business~~reference ~~combination and related matters. Investors and securityholders may obtain more detailed information regarding the names, affiliations and interests of the directors and officers of BIOS and Avertix~~ in ~~the~~this ~~proxy~~Item ~~statement/prospectus relating to the proposed business combination filed with the SEC~~2. ~~These documents may be obtained free of charge from the sources indicated above~~03.

NoItem ~~Offer~~3.02 orUnregistered ~~Solicitation~~Sales of Equity Securities.

~~This~~On ~~Current Report on~~June ~~Form 8-K is~~5, ~~for~~2023, ~~informational~~the ~~purposes~~Company ~~only~~issued ~~and~~an isaggregate ~~not~~of ~~intended~~5,749,999 toClass A ~~and~~Ordinary ~~shall~~Shares ~~not~~to ~~constitute~~the aSponsor ~~proxy~~upon ~~statement or~~ the ~~solicitation~~conversion of aan ~~proxy,~~equal ~~consent~~number orof ~~authorization~~the ~~with~~Company’s ~~respect~~Class B toordinary ~~any~~shares, ~~securities~~par orvalue in$0.0001 ~~respect~~(“Class B ofOrdinary ~~the~~Shares,” ~~proposed transaction~~ and istogether ~~not~~with ~~intended~~the toClass A ~~and~~Ordinary ~~shall~~Shares, ~~not~~the ~~constitute~~“Ordinary anShares”), ~~offer~~held toby ~~sell~~the orSponsor (the ~~solicitation~~“Conversion”). ofThe an5,749,999 ~~offer~~Class A toOrdinary ~~sell~~Shares orissued ~~the~~in ~~solicitation~~connection ofwith anthe ~~offer~~Conversion are subject to ~~buy~~the orsame ~~subscribe~~restrictions ~~for~~as ~~any~~applied ~~securities~~to orthe aClass B ~~solicitation~~Ordinary ofShares ~~any~~before ~~vote~~the ofConversion, ~~approval~~including, ~~nor~~among ~~shall~~others, ~~there~~certain betransfer ~~any sale~~restrictions, ~~issuance~~waiver ~~or transfer~~ of ~~securities~~redemption inrights ~~any~~and ~~jurisdiction~~the inobligation ~~which~~to ~~such~~vote ~~offer,~~in ~~solicitation~~favor orof ~~sale~~an ~~would~~Initial beBusiness ~~unlawful~~Combination ~~prior~~as todescribed ~~registration~~in orthe ~~qualification~~prospectus ~~under~~for the ~~securities~~Company’s ~~laws~~initial ofpublic ~~any such jurisdiction~~offering.

~~Forward-Looking~~The ~~Statements~~issuance of the Class A Ordinary Shares was made pursuant to the exemption from registration contained in Section 3(a)(9) of the Securities Act of 1933, as amended.

~~This~~In Current Report on 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 factsaddition, and involve risks and uncertainties that could cause actual results of BIOS and Avertix to differ materially from 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, BIOS’ ability to consummate the ~~proposed~~disclosure ~~transactions,~~contained 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~~Item ~~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~~1.01 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,~~Current ~~including~~Report 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; changes in reimbursement practices; technological changes in Avertix’s market; Avertix’s ability to protect its intellectual property; Avertix ‘s material weaknesses in financial reporting; and the Avertix’s ability to navigate complex regulatory requirements. The foregoing list of factors is not exhaustive. Please carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the final prospectus to BIOS’ registration statement on Form ~~S-1, as~~ ~~amended (File No. 333~~8-~~249676), the~~K ~~Registration~~is ~~Statement~~incorporated ~~filed with the SEC~~ by ~~BIOS~~reference and other documents filed or that may be filed by BIOS from time to time with the SEC. 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~~this ~~forward-looking~~Item ~~statements~~3.02.

~~There~~Item may be additional risks that neither BIOS nor Avertix presently know or that BIOS and Avertix currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements5. ~~In addition, forward-looking statements reflect BIOS’ and Avertix’s expectations, plans or forecasts of future events and views as of the date of this document~~03. ~~BIOS~~Amendments ~~and Avertix anticipate that subsequent events and developments will cause BIOS’ and Avertix’s assessments~~ to ~~change.~~Articles 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~~Incorporation ~~information, future events,~~ or ~~otherwise,~~Bylaws; ~~except~~Change asin ~~may~~Fiscal ~~be required by applicable law~~Year. 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.

On June 2, 2023, the Company held an extraordinary general meeting of shareholders (the “Meeting”). At the Meeting, the Company’s shareholders of record as of May 2, 2023 (the “Record Date”) approved an amendment to the Company’s Amended and Restated Memorandum and Articles of Association (the “Charter Amendment”) to (i) extend the date by which the Company must consummate its initial Business Combination from June 7, 2023 to December 7, 2023 (or such earlier date as determined by the Board) (the “Extension Amendment Proposal”) and (ii) provide for the right of a holder of Class B Ordinary Shares to convert such shares into Class A Ordinary Shares on a one-for-one basis at any time prior to the closing of the Initial Business Combination at the option of a holder of Class B Ordinary Shares (the “Founder Share Amendment Proposal”). The Company filed the Charter Amendment with the Secretary of State of the State of Delaware on June 2, 2023.

The foregoing description is qualified in its entirety by reference to the Charter Amendment, a copy of which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.

Item 5.07.

Submission of Matters to a Vote of Security Holders.

At the Meeting, an aggregate of at least one-third of the Company’s Ordinary Shares, which represents a quorum of the outstanding Ordinary Shares entitled to vote as of the Record Date, were represented in person or by proxy at the Meeting.

At the Meeting, the Company’s shareholders voted on the following proposals, each of which was approved:

(1)

The Extension Amendment Proposal – a proposal to amend the Company’s Amended and Restated Memorandum and Articles of Association to extend the date by which the Company must consummate its initial Business Combination from June 7, 2023 to December 7, 2023 (or such earlier date as determined by the Board). The following is a tabulation of the votes with respect to this proposal, which was approved by the Company’s shareholders:


For	Against	Abstain
26,657,793	79,889	0

(2)

The Founder Share Amendment Proposal – a proposal to amend the Amended and Restated Memorandum and Articles of Association to provide for the right of a holder of Class B Ordinary Shares to convert such shares into Class A Ordinary Shares on a one-for-one basis at any time prior to the closing of the Initial Business Combination at the option of a holder of Class B Ordinary Shares. The following is a tabulation of the votes with respect to this proposal, which was approved by the Company’s shareholders:


For	Against	Abstain
25,657,793	79,889	0

(3)

The Auditor Ratification Proposal – a proposal to ratify the selection by the Company’s Audit Committee of WithumSmith+Brown, PC to serve as our independent registered public accounting firm for the year ending December 31, 2023. The following is a tabulation of the votes with respect to this proposal, which was approved by the Company’s shareholders:


For	Against	Abstain
27,222,482	79,889	0

In connection with the vote to approve the Extension Amendment Proposal, holders of 9,942,523 Class A Ordinary Shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.53 per share, for an aggregate redemption amount of approximately $104,708,794.59, with a net amount of funds remaining in the Trust Account following such redemptions of approximately $137,513,654.92.

A proposal to adjourn the Meeting to a later date was not presented because there were enough votes to approve each of the three other proposals.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.		Description
99.1		Investor Presentation, dated May 30, 2023.
104.1		Cover page interactive data file (embedded within the Inline XBRL document).

The following exhibits are filed herewith:

* Certain exhibits and schedules 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.


Exhibit No.		Description of Exhibits

3.1		Amendment to Amended and Restated Memorandum and Articles of Association

10.1		Promissory Note issued to BioPlus Sponsor LLC

104		Cover Page Interactive Data File (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.

~~BioPlus Acquisition Corp. By~~Dated: ~~/s/~~June 8, ~~Ross~~2023 ~~Haghighat Name: Ross Haghighat Title: Chief Executive Officer and Chief Financial Officer~~

~~Dated:~~ENTERPRISE ~~May 30,~~4.0 ~~2023~~TECHNOLOGY ACQUISITON CORP.



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

Filing Compare · BioPlus Acquisition Corp.