--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-163519" form_type: "8-K" ticker: null cik: "0001856653" company_name: "BioPlus Acquisition Corp." filed_at: "2023-06-08T23:59:59+00:00" generated_at: "2026-06-14T05:17:30.026341+00:00" event_type: "other_material" sentiment: "negative" materiality_score: 0.85 calibrated_materiality_score: 0.85 confidence: "high" source: SEC EDGAR --- # BioPlus shareholders approve extension to Dec 7, 2023; 9.9M shares redeemed for $104.7M ## Summary - Shareholders approved extension of business combination deadline from June 7, 2023 to December 7, 2023. - 9,942,523 Class A shares redeemed at ~$10.53/share, aggregate ~$104.7M; trust balance reduced to ~$137.5M. - Sponsor issued up to $1.5M promissory note to fund monthly trust deposits of $250,000 for extension. - Sponsor converted 5,749,999 Class B shares into Class A shares; all other proposals passed overwhelmingly. - Auditor ratification passed; WithumSmith+Brown retained for FY 2023. ## SEC filing metadata - accession: 0001193125-23-163519 - form_type: 8-K - cik: 0001856653 - company_name: BioPlus Acquisition Corp. - filed_at: 2023-06-08T23:59:59+00:00 - event_type: other_material - sentiment: negative - materiality_score: 0.85 - calibrated_materiality_score: 0.85 - confidence: high - sec_items: 1.01, 2.03, 3.02, 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1856653/000119312523163519/0001193125-23-163519-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1856653/000119312523163519/d499807d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-163519 - JSON: https://secwatch.observer/filing/0001193125-23-163519.json - Plain text: https://secwatch.observer/filing/0001193125-23-163519.txt ## Key facts - Governance Changes BioPlus Acquisition Corp.: Amended charter to extend business combination deadline from June 7, 2023 to December 7, 2023, and to allow Class B shareholders to convert to Class A shares on a one-for-one basis before closing (effective 2023-06-02). - Change: charter amendment - Effective: 2023-06-02 source text: Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1856653/000119312523163519/0001193125-23-163519-index.htm - Material Agreements BioPlus Acquisition Corp. entered into Note with BioPlus Sponsor LLC valued at up to $1,500,000 (effective 2023-06-02). - Action: entry - Agreement: notes offering - Counterparty: BioPlus Sponsor LLC - Value: up to $1,500,000 - Effective: 2023-06-02 source text: on June 2, 2023, BioPlus Acquisition Corp., a Cayman Islands exempted company (the “ Company ”), issued a promissory note (the “ Note ”) in the aggregate principal amount of up to $1,500,000 to BioPlus Sponsor LLC evidence_url: https://www.sec.gov/Archives/edgar/data/1856653/000119312523163519/0001193125-23-163519-index.htm - Shareholder Votes BioPlus Acquisition Corp. shareholders approved 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 B at the 2023-06-02 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-06-02 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1856653/000119312523163519/0001193125-23-163519-index.htm - Shareholder Votes BioPlus Acquisition Corp. shareholders approved 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. at the 2023-06-02 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-06-02 source text: (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 evidence_url: https://www.sec.gov/Archives/edgar/data/1856653/000119312523163519/0001193125-23-163519-index.htm - Shareholder Votes BioPlus Acquisition Corp. shareholders approved 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 th at the 2023-06-02 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-06-02 source text: (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 evidence_url: https://www.sec.gov/Archives/edgar/data/1856653/000119312523163519/0001193125-23-163519-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.