Osiris Acquisition Corp. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits
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): April 24, 2023 (
(Exact name of registrant as specified in its charter)
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On April 24, 2023, Osiris Acquisition Corp. (the “Company”) entered into Amendment No. 1 (“Amendment No. 1”) to the unsecured promissory note originally in the principal amount up to $1,600,000 (the “Promissory Note”) to Osiris Sponsor LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor agreed to loan to the Company up to $1,600,000. Amendment No. 1 increases the maximum principal amount of the Promissory Note from $1,600,000 to $3,000,000.
The foregoing description of Amendment No. 1 is qualified in its entirety by reference to the full text of Amendment No. 1 which is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement or a Registrant. |
On April 24, 2023, the Company effected a drawdown of $1,000,000 under the Promissory Note. The aggregate principal amount outstanding under the Promissory Note is now $2,500,000. The Promissory Note bears interest at a rate of 0.96% per annum and is payable on the earlier of an initial business combination or the liquidation of the Company.
The foregoing description of the Promissory Note is qualified in its entirety by reference to the full text of the Promissory Note, which was filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2022 filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 16, 2022.
| Item 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On April 18, 2023, the Company received a notice from the New York Stock Exchange (“NYSE”) stating that the Company was not in compliance with Section 802.01E of the NYSE Listed Company Manual as a result of its failure to timely file its Annual Report on Form 10-K for the year ended December 31, 2022 with the SEC (the “2022 Form 10-K”). On April 19, 2023, the Company filed the 2022 Form 10-K and was advised by the NYSE that no further action was required or would be taken by the NYSE.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits. The following exhibits are filed with this Form 8-K:
| Exhibit No. |
Description of Exhibits | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
| 10.1 | Amendment No. 1 to the Promissory Note, dated April 24, 2023, by and between the Company as the marker and the Sponsor as the payee. | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| OSIRIS ACQUISITION CORP. | ||
| Date: April 24, 2023 | ||
| By: | /s/ Benjamin E. Black | |
| Name: Benjamin E. Black | ||
| Title: Chief Executive Officer | ||