0001856653
false
0001856653
2023-10-04
2023-10-04
0001856653
BIOS:UnitsEachConsistingOfOneClassOrdinaryShareAndOnehalfOfOneRedeemableWarrantMember
2023-10-04
2023-10-04
0001856653
BIOS:ClassOrdinaryShareParValue0.0001PerShareMember
2023-10-04
2023-10-04
0001856653
BIOS:WarrantsEachExercisableForOneClassOrdinaryShareFor11.50PerShareMember
2023-10-04
2023-10-04
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October
4, 2023
BIOPLUS ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
Cayman Islands |
|
001-41116 |
|
98-1583872 |
(State or other jurisdiction |
|
(Commission File Number) |
|
(I.R.S. Employer |
of incorporation) |
|
|
|
Identification No.) |
260 Madison Avenue
Suite 800
New York, New York |
|
10026 |
(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 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 1.01. Entry into a Material Definitive Agreement.
As 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”), and, solely with respect to Section 3.03(b)
and Section 7.21 of the Business Combination Agreement (as defined below), BioPlus Sponsor LLC, a Cayman Islands limited liability company
(the “Sponsor”), entered into a business combination agreement and plan of reorganization (the “Business Combination
Agreement”), pursuant to which Merger Sub will merge with and into Avertix (the “Merger”), with Avertix surviving the
Merger as a direct wholly owned subsidiary of BIOS.
On October 4, 2023, pursuant
to Section 9.01(a) of the Business Combination Agreement, the parties to the Business Combination Agreement entered into a Termination
and Release Agreement (the “Termination Agreement”) to terminate the Business Combination Agreement (the “Termination”).
The Termination Agreement also automatically terminates ancillary documents to the Business Combination Agreement (the “Ancillary
Documents”), including certain stockholder support agreements, by and among BIOS, Avertix and certain stockholders of Avertix (the
“Stockholder Support Agreements”), and the sponsor support agreement, by and among BIOS, the Sponsor and Avertix (the “Sponsor
Support Agreement”). Additionally, the Termination Agreement provides for a mutual release of claims among the parties and their
affiliates.
As a result of the Termination,
the Business Combination Agreement is of no further force and effect, with the exception 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.
The foregoing descriptions
of the Business Combination Agreement, the Termination Agreement and the Ancillary Documents do not purport to be complete and are qualified
in their entirety by the terms and conditions of, respectively, (i) the Business Combination Agreement, a copy of which was previously
filed as Exhibit 2.1 to BIOS’ Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on
May 3, 2023, (ii) the Termination Agreement, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1, and the terms
of which are incorporated by reference herein and (iii) the Stockholder Support Agreements and the Sponsor Support Agreement, copies of
which were previously included as Exhibits 10.3 and 10.4 to BIOS’ Current Report on Form 8-K filed with the SEC on May 3, 2023.
Item 1.02. Termination of Material Definitive
Agreement.
The information set forth
in Item 1.01 above is hereby incorporated by reference into this Item 1.02.
Item 8.01 Other Events.
In view of 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.
BIOS expects to redeem all
of its Class A ordinary shares that were included in the units issued in the Company’s initial public offering (“Public Shares”)
for an estimated redemption price of approximately $10.79 per share (the “Redemption Amount”) after the payment of taxes and
dissolution expenses. 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 Company’s transfer agent. Beneficial owners of Public Shares held
in “street name,” however, will not need to take any action in order to receive the Redemption Amount. The redemption of the
Public Shares is expected to be completed within ten business days after October 4, 2023.
The 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 and the Class A ordinary shares contained in the units issued in a private placement concurrent with the initial public offering.
There will be no redemption
rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless.
On October 4, 2023, BIOS issued
a press release announcing the termination of the Business Combination Agreement and its intent to liquidate. A copy of the press release
is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
The following exhibits are filed herewith:
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.
Dated: October 4, 2023
|
BioPlus Acquisition Corp. |
|
|
|
|
|
By: |
/s/ Ross Haghighat |
|
|
Name: |
Ross Haghighat |
|
|
Title: |
Chief Executive Officer and Chief Financial Officer |
3
Exhibit 10.1
tERMINATION
AND RELEASE AGREEMENT
THIS TERMINATION AND RELEASE
AGREEMENT (this “Termination Agreement”) is entered into and made effective as of October __, 2023 (the “Termination
Date”), by and among: BioPlus Acquisition Corp., a Cayman Islands exempted
company (“Acquiror”); Guardian Merger Subsidiary Corp.,
a Delaware corporation and a direct wholly owned Subsidiary of Acquiror (“Merger Sub”); Avertix
Medical, Inc. (f/k/a Angel Medical Systems, Inc.), a Delaware corporation (the “Company”); and BioPlus
Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”). Acquiror, Merger Sub, the
Company and the Sponsor are sometimes referred to herein, individually, as a “Party” and, collectively, as the
“Parties”. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the
BCA (as defined below)
Recitals
Whereas,
the Parties entered into that certain Business Combination Agreement and Plan of Reorganization, dated as of May 2, 2023 (the “BCA”);
and
Whereas,
the Parties desire to terminate the BCA and all other Transaction Documents in accordance with Section 9.01(a) thereof as more fully set
forth herein.
Agreement
Now,
Therefore, in consideration of the mutual agreements contained herein and for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1.
Termination of BCA. Pursuant to and in accordance with 9.01(a) of the BCA, Acquiror
and the Company hereby agree by mutual consent to terminate the BCA and, consequently, all other Transaction Documents, effective as of
the date hereof. Pursuant to and in accordance with Section 9.02 of the BCA, the BCA and, consequently, all other Transaction Documents,
have become void and shall have no effect.
2.
Waiver; Release.
(a)
Acquiror, Merger Sub and the Sponsor, for themselves, and on behalf of each of their respective affiliates, equity holders,
partners, joint venturers, lenders, administrators, representatives, shareholders, parents, subsidiaries, officers, directors, attorneys,
agents, employees, legatees, devisees, executors, trustees, beneficiaries, insurers, predecessors, successors, heirs and assigns (the
“Acquiror Releasing Parties”), hereby absolutely, forever and fully release and discharge the Company and the
Company’s affiliates and respective present and former direct and indirect equity holders, directors, officers, employees, predecessors,
partners, stockholders, joint venturers, administrators, representatives, affiliates, attorneys, agents, brokers, insurers, parent entities,
subsidiary entities, successors, heirs, and assigns, and each of them (the “Company Released Parties”), from
all claims, contentions, rights, debts, liabilities, demands, accounts, reckonings, obligations, duties, promises, costs, expenses (including,
without limitation, attorneys’ fees and costs), liens, indemnification rights, damages, losses, actions, and causes of action, of
any kind whatsoever, whether due or owing in the past, present or future and whether based upon contract, tort, statute or any other legal
or equitable theory of recovery, and whether known or unknown, suspected or unsuspected, asserted or unasserted, fixed or contingent,
matured or unmatured, with respect to, pertaining to, based on, arising out of, resulting from, or relating to the BCA, the Transaction
Documents, and the Merger, including the events leading to the abandonment of the Merger and the termination of the BCA and the other
Transaction Documents (the “Acquiror Released Claims”); provided, however, that this Section 2(a) shall
not impact, limit, restrict, or waive any terms, provisions, rights or obligations set forth in this Termination Agreement or the Confidentiality
Agreement.
(b)
The Company for itself, and on behalf of each of the Company’s affiliates, equity holders, partners, joint venturers,
lenders, administrators, representatives, stockholders, parents, subsidiaries, officers, directors, attorneys, agents, employees, legatees,
devisees, executors, trustees, beneficiaries, insurers, predecessors, successors, heirs and assigns (the “Company Releasing
Parties”), hereby absolutely, forever and fully release and discharge Acquiror, Merger Sub and the Sponsor and their affiliates
and each of their respective present and former direct and indirect equity holders, directors, officers, employees, predecessors, partners,
stockholders, joint venturers, administrators, representatives, affiliates, attorneys, agents, brokers, insurers, parent entities, subsidiary
entities, successors, heirs, and assigns, and each of them (the “Acquiror Released Parties”), from all claims,
contentions, rights, debts, liabilities, demands, accounts, reckonings, obligations, duties, promises, costs, expenses (including, without
limitation, attorneys’ fees and costs), liens, indemnification rights, damages, losses, actions, and causes of action, of any kind
whatsoever, whether due or owing in the past, present or future and whether based upon contract, tort, statute or any other legal or equitable
theory of recovery, and whether known or unknown, suspected or unsuspected, asserted or unasserted, fixed or contingent, matured or unmatured,
with respect to, pertaining to, based on, arising out of, resulting from, or relating to the BCA, the Transaction Documents, and the Merger,
including the events leading to the abandonment of the Merger and the termination of the BCA and the other Transaction Documents (the
“Company Released Claims,” and together with the Acquiror Released Claims, the “Released Claims”);
provided, however, that this Section 2(b) shall not impact, limit, restrict, or waive any terms, provisions, rights or obligations
set forth in this Termination Agreement or the Confidentiality Agreement.
(c)
Acquiror, Merger Sub and the Sponsor, on behalf of itself and the Acquiror Releasing Parties, hereby covenants to the Company
Released Parties not to directly or indirectly encourage or solicit or voluntarily assist or participate in any way in the filing, reporting
or prosecution by Acquiror, Merger Sub, the Sponsor or any of the Acquiror Releasing Parties of a suit, arbitration, mediation, or claim
(including a third party or derivative claim) against any of the Company Released Parties relating to any Acquiror Released Claim.
(d)
The Company, on behalf of itself and the Company Releasing Parties, hereby covenants to Acquiror Released Parties not to directly
or indirectly encourage or solicit or voluntarily assist or participate in any way in the filing, reporting or prosecution by the Company
or the Company Releasing Parties of a suit, arbitration, mediation, or claim (including a third party or derivative claim) against any
of the Acquiror Released Parties relating to any Company Released Claim.
(e)
Each Party acknowledges and understands that there is a risk that subsequent to the execution of this Termination Agreement,
such Party may discover, incur or suffer Released Claims that were unknown or unanticipated at the time of the execution of this Termination
Agreement, and which, if known on the date of the execution of this Termination Agreement, might have materially affected such Party’s
decision to enter into and execute this Termination Agreement. Each Party expressly waives any rights it may have under any statute or
common law principle under which a general release does not extend to claims which such Party does not know or suspect to exist in its
favor at the time of executing the release. Each Party further agrees that by reason of the releases contained herein, such Party is assuming
the risk of such unknown Released Claims and agrees that this Termination Agreement applies thereto.
3.
Non-Disparagement. For the consideration described herein, each Party agrees
that the other Parties’ goodwill and reputation are assets of great value which were obtained through great costs, time and effort.
Therefore, each Party agrees that they shall not in any way, directly or indirectly, disparage, criticize, deride, cast in a negative
light, libel or defame any of the other Parties, their owners, directors, officers, affiliates or subsidiaries, their respective business
or business practices, services, or employees, nor engage in any activity of any nature which in any way results in any disruption to
the routine business of any of the other Parties, or which is damaging to the reputation of any of the other Parties, or which is otherwise
detrimental to any of the other Parties’ business activities or relationships. Each Party understands and agrees that non-disparagement
is a material term of this Termination Agreement and that any breach of this provision will constitute a material breach of this Termination
Agreement.
4.
Mutual Representations. Each Party represents and warrants to the other Party
that it has complied in all material respects with Section 7.01 of the BCA. Each Party hereby represents and warrants to each other Party
that (a) such Party has full corporate power and authority to execute and deliver this Termination Agreement, (b) the execution and delivery
of this Termination Agreement, the termination of the BCA and the other Transaction Documents have been duly and validly approved by the
board of directors of such Party, (c) no other corporate proceedings on the part of such Party are necessary to approve this Termination
Agreement or the termination of the BCA or any other Transaction Document, and (d) this Termination Agreement has been duly and validly
executed and delivered by such Party (assuming due authorization, execution and delivery by the other Party) and constitutes a valid and
binding obligation of such Party, enforceable against such Party in accordance with its terms (except in all cases as such enforceability
may be limited by the Remedies Exceptions).
5.
Public Announcements. Acquiror shall issue a Current Report on Form 8-K relating
to this Termination Agreement hereto no later than the fourth (4th) Business Day after the date hereof (the “Form
8-K”). Thereafter, and except for (a) such Form 8-K filing, (b) disclosure or communication required by applicable Law or
stock exchange rule or (c) in response to any request by any Governmental Authority, no Party shall issue any press release, public statement
or public filing with respect to the other Parties, the transactions contemplated by the BCA and/or this Termination Agreement, without
the prior written consent of Acquiror, in the case of the Company, or the Company in the case of Acquiror, Merger Sub and the Sponsor.
Notwithstanding anything to the contrary in the foregoing, nothing set forth in this Section 5 shall prohibit: (i) Acquiror from making
similar disclosures as set forth in the Form 8-K in other future filings, proxy statements or other documents filed with, or disclosed
with, the SEC; or (ii) the Company informing the Company’s stockholders of the terms and conditions of this Termination Agreement
and otherwise disclose that the BCA has been terminated.
6.
Confidential Information. Acquiror and the Sponsor shall promptly return to the
Company or destroy all Evaluation Material (as defined in the Confidentiality Agreement) of the Company subject to and in accordance with
the terms of the Confidentiality Agreement.
7.
Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury; Trust Account Waiver. Section
6.03, Section 10.07, and Section 10.08 of the BCA are hereby incorporated by reference into this Termination Agreement mutatis mutandis.
8.
Headings. The headings in this Termination Agreement are for convenience only
and shall not be considered a part of or affect the construction or interpretation of any provision of this Termination Agreement.
9.
Entire Agreement. Except for the obligations or provisions of the BCA, in each
case, expressly deemed to survive under terms and conditions of this Termination Agreement, this Termination Agreement constitutes the
entire agreement of the Parties with respect to the subject matter hereof, and supersedes all other prior agreements and understandings,
both written and oral, between the Parties, or any of them, with respect to the subject matter hereof and thereof, including, without
limitation, the BCA and the Transaction Documents.
10.
Third Party Beneficiaries. Each Party acknowledges and agrees that each of the
Company Released Parties and the Aquiror Released Parties (collectively, the “Released Parties”) are express
third party beneficiaries of the releases and covenants contained in Section 2 and Section 3 of this Termination Agreement
and are entitled to enforce rights under such Sections to the same extent that such Released Parties could enforce such rights if they
were a party to this Agreement. Except as provided in the preceding sentence, there are no third party beneficiaries to this Termination
Agreement, and this Termination Agreement is not otherwise intended to and shall not otherwise confer upon any Person other than the Parties
any rights or remedies hereunder.
11.
Severability. If any term or other provision of this Termination Agreement is
invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Termination
Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated
by this Termination Agreement are not affected in any manner materially adverse to any party. Upon such determination that any term or
other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Termination
Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the
transactions contemplated by this Termination Agreement be consummated as originally contemplated to the fullest extent possible.
12.
Counterparts. This Termination Agreement may be executed in two or more counterparts,
and by different Parties in separate counterparts, with the same effect as if all Parties had signed the same document, but all of which
together shall constitute one and the same instrument. Copies of executed counterparts of this Agreement transmitted by electronic transmission
(including by email or in .pdf format) or facsimile, as well as electronically or digitally executed counterparts (such as DocuSign) shall
have the same legal effect as original signatures and shall be considered original executed counterparts of this Agreement.
13.
Amendment. This Termination Agreement may only be amended in writing by the Parties.
Signatures
on the Following Page
In
Witness Whereof, the Parties have executed this Termination and Release Agreement to be duly executed as of the Termination
Date.
ACQUIROR: |
|
MERGER
SUB: |
|
|
|
BioPlus
Acquisition Corp. |
|
Guardian
Merger Subsidiary Corp. |
|
|
|
By: |
/s/
Jonathan Rigby |
|
By:
|
/s/
Steven Fletcher |
Name:
|
Jonathan
Rigby |
|
Name:
|
Steven
Fletcher |
Title:
|
Chairman
and Chief Business Officer |
|
Title:
|
President
and Secretary |
THE
COMPANY: |
|
THE
SPONSOR: |
|
|
|
Avertix
Medical, Inc. f/k/a Angel Medical Systems, Inc. |
|
BioPlus
Sponsor LLC |
|
|
|
By:
|
/s/
Timothy P. Moran |
|
By: |
/s/
Steven Fletcher |
Name: |
Timothy
P. Moran |
|
Name: |
Steven
Fletcher |
Title:
|
Chief
Executive Officer |
|
Title: |
Managing
Member |
Exhibit 99.1
BioPlus Acquisition Corp. Announces Termination of Business Combination
Agreement with Avertix Medical, Inc. and its Intention to Liquidate
New York, NY, Oct. 04, 2023 (GLOBE NEWSWIRE) -- BioPlus Acquisition
Corp. (“BIOS” or the “Company”) (Nasdaq: BIOS) announced today that (i) BIOS, Avertix Medical, Inc. and certain
other parties have mutually agreed to terminate their previously announced business combination agreement and plan of reorganization (the
“Business Combination Agreement”), effective as of October 4, 2023 and (ii) it intends to liquidate as soon as practicable
after October 4, 2023 and to return funds to holders of its Class A ordinary shares that were included in the units issued in the Company’s
initial public offering (“Public Shares”).
The Business Combination Agreement was dated as of May 2, 2023. The
parties have signed an agreement terminating the Business Combination Agreement on mutually acceptable terms, which also makes void the
ancillary documents to the Business Combination Agreement.
In view of 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 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 (“Liquidation”).
BIOS expects to redeem all of its Public Shares for an estimated redemption
price of approximately $10.79 per share (the “Redemption Amount”) after the payment of taxes and dissolution expenses. 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 Company’s transfer agent. Beneficial owners of Public Shares held in “street name,”
however, will not need to take any action in order to receive the redemption amount. The redemption of the Public Shares is expected to
be completed within ten business days after October 4, 2023.
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 and the Class A ordinary
shares contained in the units issued in a private placement concurrent with the initial public offering.
There will be no redemption rights or liquidating distributions with
respect to the Company’s warrants, which will expire worthless.
About BioPlus Acquisition Corp.
BioPlus Acquisition Corp. was formed for the purpose of effecting a
merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.
It is focused on identifying opportunities in the healthcare industry across the U.S., EU, Israel and Australasia.
FORWARD-LOOKING STATEMENTS
The press release includes certain statements that are not historical
facts but are forward-looking statements for purposes of the safe harbor provisions under the U.S. Private Securities Litigation Reform
Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,”
“estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,”
“would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,”
“outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical
matters. These statements are based on various assumptions and on the current expectations of the Company’s management and are not
predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to
serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability.
Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances
are beyond the control of the Company. These forward-looking statements are subject to a number of risks and uncertainties. A more complete
discussion of the risks and uncertainties facing the Company is contained in the Company’s Annual Report on Form 10-K for the fiscal
year ended December 31, 2022 under the heading “Risk Factors,” and other documents of the Company filed, or to be filed, with
the Securities and Exchange Commission. If the risks materialize or assumptions prove incorrect, actual results could differ materially
from the results implied by these forward-looking statements. There may be additional risks that the Company presently does not know or
that the Company currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking
statements. In addition, forward-looking statements reflect the Company’s expectations, plans or forecasts of future events and
views as of the date hereof. The Company anticipates that subsequent events and developments will cause the Company’s assessments
to change. However, while the Company may elect to update these forward-looking statements at some point in the future, the Company specifically
disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing the Company’s assessments
as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking
statements.
Contact
Ross Haghighat
Jonathan Rigby
BioPlus Acquisition Corp.
info@bioplusspac.com
v3.23.3
Cover
|
Oct. 04, 2023 |
Document Type |
8-K
|
Amendment Flag |
false
|
Document Period End Date |
Oct. 04, 2023
|
Entity File Number |
001-41116
|
Entity Registrant Name |
BIOPLUS ACQUISITION CORP.
|
Entity Central Index Key |
0001856653
|
Entity Tax Identification Number |
98-1583872
|
Entity Incorporation, State or Country Code |
E9
|
Entity Address, Address Line One |
260 Madison Avenue
|
Entity Address, Address Line Two |
Suite 800
|
Entity Address, City or Town |
New York
|
Entity Address, State or Province |
NY
|
Entity Address, Postal Zip Code |
10026
|
City Area Code |
212
|
Local Phone Number |
287-4092
|
Written Communications |
false
|
Soliciting Material |
false
|
Pre-commencement Tender Offer |
false
|
Pre-commencement Issuer Tender Offer |
false
|
Entity Emerging Growth Company |
true
|
Elected Not To Use the Extended Transition Period |
false
|
Units, each consisting of one Class A Ordinary Share and one-half of one Redeemable Warrant |
|
Title of 12(b) Security |
Units, each consisting of one Class A Ordinary Share and one-half of one Redeemable Warrant
|
Trading Symbol |
BIOSU
|
Security Exchange Name |
NASDAQ
|
Class A Ordinary Share, par value $0.0001 per share |
|
Title of 12(b) Security |
Class A Ordinary Share, par value $0.0001 per share
|
Trading Symbol |
BIOS
|
Security Exchange Name |
NASDAQ
|
Warrants, each exercisable for one Class A Ordinary Share for $11.50 per share |
|
Title of 12(b) Security |
Warrants, each exercisable for one Class A Ordinary Share for $11.50 per share
|
Trading Symbol |
BIOSW
|
Security Exchange Name |
NASDAQ
|
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 2 such as Street or Suite number
+ References
+ Details
Name: |
dei_EntityAddressAddressLine2 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
Name: |
dei_PreCommencementIssuerTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTitle of a 12(b) registered security.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b
+ Details
Name: |
dei_Security12bTitle |
Namespace Prefix: |
dei_ |
Data Type: |
dei:securityTitleItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the Exchange on which a security is registered.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection d1-1
+ Details
Name: |
dei_SecurityExchangeName |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarExchangeCodeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Section 14a -Number 240 -Subsection 12
+ Details
Name: |
dei_SolicitingMaterial |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
+ References
+ Details
Name: |
dei_TradingSymbol |
Namespace Prefix: |
dei_ |
Data Type: |
dei:tradingSymbolItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=BIOS_UnitsEachConsistingOfOneClassOrdinaryShareAndOnehalfOfOneRedeemableWarrantMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=BIOS_ClassOrdinaryShareParValue0.0001PerShareMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=BIOS_WarrantsEachExercisableForOneClassOrdinaryShareFor11.50PerShareMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
BioPlus Acquisition (NASDAQ:BIOSU)
Historical Stock Chart
From Sep 2024 to Oct 2024
BioPlus Acquisition (NASDAQ:BIOSU)
Historical Stock Chart
From Oct 2023 to Oct 2024