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    Amendment: OSR Holdings Inc. filed SEC Form 8-K: Financial Statements and Exhibits

    4/22/25 2:04:26 PM ET
    $OSRH
    Medical/Dental Instruments
    Health Care
    Get the next $OSRH alert in real time by email
    true 0001840425 0001840425 2025-02-14 2025-02-14 0001840425 OSRH:CommonStockParValue0.0001PerShareMember 2025-02-14 2025-02-14 0001840425 OSRH:RedeemableWarrantsExercisableForSharesOfCommonStockAtExercisePriceOf11.50PerShareMember 2025-02-14 2025-02-14 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

    FORM 8-K/A

     

    CURRENT REPORT

     

    Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

     

    Date of Report (Date of earliest event reported): February 14, 2025

     

    OSR Holdings, Inc.

    (Exact Name of Registrant as Specified in Charter)

     

    Delaware   001-41390   84-5052822
    (State or Other Jurisdiction   (Commission File Number)   (IRS Employer
    of Incorporation)       Identification No.)

     

    10900 NE 4th Street, Suite 2300, Bellevue, WA   98004
    (Address of Principal Executive Offices)   (Zip Code)

     

    Registrant’s telephone number, including area code (425) 635-7700

     

    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
    Common stock, par value $0.0001 per share   OSRH   The Nasdaq Stock Market LLC
    Redeemable warrants, exercisable for shares of common stock at an exercise price of $11.50 per share   OSRHW   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. ☐ 

     

     

     

     

     

     

    EXPLANATORY NOTE

     

    This Amendment to the Current Report on Form 8-K/A is being filed with the Securities and Exchange Commission to amend the Current Report filed by OSR Holdings, Inc. (the “Company”) on February 14, 2025 (the “Existing 8-K”).

     

    The Company is filing this Amendment to the Existing 8-K to include:

     

    (a) the audited financial statements of OSR Holdings Co., Ltd. (“Legacy OSR”), as of and for the years ended December 31, 2024 and 2023 as Exhibit 99.1;

     

    (b) the Management’s Discussion and Analysis of Financial Conditions and Results of Operations of Legacy OSR as of and for the years ended December 31, 2024 and 2023 as Exhibit 99.2; and

     

    (c) the Unaudited pro forma condensed combined balance sheet of the Company as of December 31, 2024, and the unaudited pro forma condensed combined statements of operations of the Company for the year ended December 31, 2023 and 2024, including the related notes thereto as Exhibit 99.3

     

    This Amendment does not amend any other item of the Existing 8-K or purport to provide an update or a discussion of any developments at the Company or its subsidiaries subsequent to the filing date of the Existing 8-K. The Existing 8-K remains unchanged.

     

    1

     

     

    Item 9.01. Financial Statements and Exhibits

     

    Exhibit No.   Description
         
    23.1   Consent of RSM Shinhan Accounting Corporation
         
    99.1   Audited consolidated financial statements of OSR Holdings Co., Ltd. as of and for the fiscal years ended December 31, 2024 and 2023, including the related notes thereto.
         
    99.2   Management’s Discussion and Analysis of Financial Condition and Results of Operations of OSR Holdings Co., Ltd. for the fiscal years ended December 31, 2023 and 2022, including the related notes thereto.
         
    99.3   Unaudited pro forma condensed combined balance sheet of the Company as of December 31, 2024, and the unaudited pro forma condensed combined statements of operations of the Company for the year ended December 31, 2023 and 2024, including the related notes thereto
         
    104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

     

    2

     

     

    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: April 22, 2025

     

     

    OSR HOLDINGS, INC.

           
      By: /s/ Kuk Hyoun Hwang
        Name:  Kuk Hyoun Hwang
        Title: Chief Executive Officer

     

     

    3

     

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