UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code
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 |
Name of each exchange on which registered | ||
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. |
Following the approval of the Extension Amendment Proposal (as defined below), 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, a Cayman Islands limited liability company (the “Sponsor”), pursuant to which the Sponsor agreed to loan to the Company up to $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 Ordinary Shares”), held by the Company’s public shareholders (the “Public Shares”) that were not redeemed in connection with the extension of the Company’s termination date from June 7, 2023 to December 7, 2023 (or such earlier date as determined by the board of directors of the Company (the “Board”)).
The Company will deposit $250,000 into the Trust Account for each calendar month (commencing on June 7, 2023 and ending on the 7th day of each subsequent month), or portion thereof, that is needed by the Company to complete an initial business combination (the “Initial Business Combination”) until December 7, 2023 (or such earlier date as determined by the Board), and such amount will be distributed either to: (i) all of the holders of Public Shares upon the Company’s liquidation or (ii) holders of Public Shares who elect to have their shares redeemed in connection with the consummation of the Initial Business Combination.
The Note bears no interest and is repayable in full upon the 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 one half of one warrant, each whole warrant exercisable for one Class A Ordinary Share of the Company, equal to: (x) the portion 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.
The issuance of the Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
The foregoing description is qualified in its entirety by reference to the Note, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant. |
The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.
| Item 3.02 | Unregistered Sales of Equity Securities. |
On June 5, 2023, the Company issued an aggregate of 5,749,999 Class A Ordinary Shares to the Sponsor upon the conversion of an equal number of the Company’s Class B ordinary shares, par value $0.0001 (“Class B Ordinary Shares,” and together with the Class A Ordinary Shares, the “Ordinary Shares”), held by the Sponsor (the “Conversion”). The 5,749,999 Class A Ordinary Shares issued in connection with the Conversion are subject to the same restrictions as applied to the Class B Ordinary Shares before the Conversion, including, among others, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an Initial Business Combination as described in the prospectus for the Company’s initial public offering.
The 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.
In addition, the disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02.
| 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 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 |
The following exhibits are filed herewith:
| 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.
Dated: June 8, 2023
| ENTERPRISE 4.0 TECHNOLOGY ACQUISITON CORP. | ||
| By: | /s/ Ross Haghighat | |
| Name: | Ross Haghighat | |
| Title: | Chief Executive Officer | |