| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
BioPlus Acquisition Corp. [ BIOS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/05/2023 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Ordinary Shares | 06/05/2023 | C | 5,749,999(1) | A | (1) | 6,629,999(2) | I | See footnote(3) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class B Ordinary Shares | (1) | 06/05/2023 | C(1) | 5,749,999 | (1) | (1) | Class A Ordinary Shares | 5,749,999 | (1) | 1 | I | See footnote(3) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. The shares of Class B ordinary shares, par value $0.0001 per share ("Class B Ordinary Shares"), of the issuer are convertible into an equal number of shares of Class A ordinary shares, par value $0.0001 per share ("Class A Ordinary Shares"), of the issuer and have no expiration date. On June 5, 2023, the reporting person elected to convert 5,749,999 of their Class B Ordinary Shares into an equal number of Class A Ordinary Shares. |
| 2. Includes (i) 380,000 placement units purchased by BioPlus Sponsor LLC (the "Sponsor") for $10.00 per unit in a private placement transaction with the Issuer and (ii) a Sponsor loan in the amount of $5,000,000 that is convertible into 500,000 additional units. Each such unit consists of one Class A Ordinary Share and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment. The warrants will become exercisable 30 days after the completion of the Issuer's business combination transaction. |
| 3. The Sponsor is the record holder of the securities reported herein. Alex Vieux and Steven Fletcher are managing members of Sponsor and of Founder Holdings LLC, which is the managing member of Explorer Parent LLC, which is a member of the Sponsor. By virtue of these relationships, each of these entities and individuals may be deemed to share beneficial ownership of the securities held of record by the Sponsor. Each of them disclaims any such beneficial ownership except to the extent of their pecuniary interest therein. |
| Remarks: |
| /s/ Explorer Parent LLC, By: Founder Holdings LLC, its managing member, By: Steven Fletcher, a Managing Member, By: /s/ Alex Vieux, a Managing Member | 06/09/2023 | |
| /s/ BioPlus Sponsor LLC, By: /s/ Steven Fletcher, a Managing Member | 06/09/2023 | |
| /s/ Founder Holdings LLC; By: /s/ Steven Fletcher, a Managing Member, By: /s/ Alex Vieux, a Managing Member | 06/09/2023 | |
| /s/ Steven Fletcher | 06/09/2023 | |
| /s/ Alex Vieux | 06/09/2023 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||