SecProbe.io

CORRESP
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filename1.htm

December
23, 2022

U.S.
Securities & Exchange Commission

Division
of Corporation Finance

Office
of Real Estate & Construction

100
F Street, NE

Washington,
D.C. 20549

Attn:
Eric McPhee

    Re:
    BioPlus
    Acquisition Corp.

Form 10-K for
the Year Ended December 31, 2021

File No. 001-41116

Dear
Mr. McPhee,

BioPlus
Acquisition Corp. (the “Company,” “we,” “our” or “us”) hereby
transmits the Company’s response to the comment letter received from the staff (the “Staff”) of the U.S. Securities
and Exchange Commission (the “Commission”), on December 19, 2022, regarding the Form 10-K for the Year Ended
December 31, 2021. For the Staff’s convenience, we have repeated below the Staff’s comments in bold, and have followed
each comment with the Company’s response.

Form 10-K for
the Year Ended December 31, 2021

General

1.
With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has substantial ties with a non-U.S. person.
If so, please revise your disclosure in future filings to include disclosure that addresses how this fact could impact your ability to
complete your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial
business combination with a U.S. target company should the transaction be subject to review by a U.S. government entity, such as the
Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential
targets with which you could complete an initial business combination may be limited. Further, disclose that the time necessary for government
review of the transaction or a decision to prohibit the transaction could prevent you from completing an initial business combination
and require you to liquidate. Disclose the consequences of liquidation to investors, such as the losses of the investment opportunity
in a target company, any price appreciation in the combined company, and the warrants, which would expire worthless. Please include an
example of your intended disclosure in your response.

The
Company respectfully advises the Staff in that Alex Vieux, one of the three managing members of its sponsor, BioPlus Sponsor LLC (the
“Sponsor”), is a French citizen. In addition, as previously disclosed in the Company’s filings with the Commission,
Mr. Vieux is one of two managing members of Founder Holdings LLC, which is the managing member of Explorer Parent LLC, a member
of our Sponsor. Except as disclosed above, the Sponsor has no other substantial ties with a non-U.S. person.

The
Company plans to include a risk factor substantially in the form below in appropriate future filings under the Securities Act of 1933,
as amended and Securities Exchange Act of 1934, as amended.

We
may not be able to complete an initial Business Combination with a U.S. target company since such initial Business Combination may be
subject to U.S. foreign investment regulations and review by a U.S. government entity such as the Committee on Foreign Investment in
the United States (“CFIUS”), or ultimately prohibited.

Certain
federally licensed businesses in the United States, such as broadcasters and airlines, may be subject to rules or regulations that limit
foreign ownership. In addition, CFIUS is an interagency committee authorized to review certain transactions involving foreign investment
in the United States by foreign persons in order to determine the effect of such transactions on the national security of the United
States. Alex Vieux, one of the three managing members of the Company’s sponsor, Explorer Parent LLC (the “Sponsor”),
is a French citizen. Mr. Vieux is also one of two managing members of Founder Holdings LLC, which is the managing member of Explorer
Parent LLC, a member of our Sponsor. The Sponsor has no other substantial ties with a non-U.S. person. Were we considered to
be a “foreign person” under such rules and regulations, any proposed Business Combination between us and a U.S. business
engaged in a regulated industry or which may affect national security could be subject to such foreign ownership restrictions and/or
CFIUS review. The scope of CFIUS was expanded by the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”)
to include certain non-controlling investments in sensitive U.S. businesses and certain acquisitions of real estate even with
no underlying U.S. business. FIRRMA, and subsequent implementing regulations that are now in force, also subject certain categories of
investments to mandatory filings. If our potential initial Business Combination with a U.S. business falls within the scope of foreign
ownership restrictions, we may be unable to consummate an initial Business Combination with such business. In addition, if our potential
Business Combination falls within CFIUS’s jurisdiction, we may be required to make a mandatory filing or determine to submit a
voluntary notice to CFIUS, or to proceed with the initial Business Combination without notifying CFIUS and risk CFIUS intervention, before
or after closing the initial Business Combination. CFIUS may decide to block or delay our initial Business Combination, impose conditions
to mitigate national security concerns with respect to such initial Business Combination or order us to divest all or a portion of a
U.S. business of the combined company if we had proceeded without first obtaining CFIUS clearance. The foreign ownership limitations,
and the potential impact of CFIUS, may limit the attractiveness of a transaction with us or prevent us from pursuing certain initial
Business Combination opportunities that we believe would otherwise be beneficial to us and our stockholders. A s a result, the pool of
potential targets with which we could complete an initial Business Combination may be limited and we may be adversely affected in terms
of competing with other special purpose acquisition companies which do not have similar foreign ownership issues.

Moreover,
the process of government review, whether by CFIUS or otherwise, could be lengthy. Because we have only a limited time to complete our
initial Business Combination, our failure to obtain any required approvals within the requisite time period may require us to liquidate.
If we liquidate, our public stockholders may only receive $10.00 per share, and our warrants will expire worthless. This will also cause
you to lose any potential investment opportunity in a target company and the chance of realizing future gains on your investment through
any price appreciation in the combined company.

****

We
thank the Staff for its review of the foregoing. If you have further comments, please feel free to contact to our counsel, Brian Paulson
at brian.paulson@lw.com or by telephone at (415) 395-8149.

    Sincerely,

    /s/
        Ross Haghighat

    Ross Haghighat, Chief Executive
    Officer

cc:
Latham & Watkins LLP