UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended March 31, 2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-40402

OSIRIS ACQUISITION CORP.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

85-3636928

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

95 5th Avenue, 6th Floor

New York, NY 10003

(Address of principal executive offices)

(646) 993-4635

(Issuer’s telephone number)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one public warrant	OSLU	New York Stock Exchange
Shares of Class A common stock included as part of the units	OSI	New York Stock Exchange
Warrants	OSI WS	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of May 16, 2022, there were 23,000,000 shares of Class A common stock, par value $0.0001 per share, and 5,750,000 shares of Class B common stock, par value $0.0001 per share, issued and outstanding.


		Page
PART I – FINANCIAL INFORMATION		1
Item 1. Financial Statements.		1
Condensed Balance Sheet as of March 31, 2022 (unaudited) and December 31, 2021		1
Condensed Statements of Operations for the Three Months Ended March 31, 2022 and 2021 (unaudited)		2
Condensed Statements of Changes in Stockholders' Equity (Deficit) for the Three Months Ended March 31, 2022 and 2021 (unaudited)		3
Condensed Statements of Cash Flows for the Three Months ended March 31, 2022 and 2021 (unaudited)		4
Notes to Unaudited Condensed Financial Statements		5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		19
Item 3. Quantitative and Qualitative Disclosures About Market Risk		22
Item 4. Controls and Procedures Evaluation of Disclosure Controls and Procedures		22
PART II - OTHER INFORMATION		24
Item 1. Legal Proceedings.		24
Item 1A. Risk Factors.		24
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.		24
Item 3. Defaults Upon Senior Securities.		24
Item 4. Mine Safety Disclosures.		25
Item 5. Other Information.		25
Item 6. Exhibits		25
SIGNATURES		26


	March 31,		December 31,
	2022		2021
ASSETS	(unaudited)
Current assets:
Cash	$	460,402	$	639,843
Prepaid expenses		371,143		459,575
Due from Sponsor		59		59
Total current assets		831,604		1,099,477
Forward purchase asset		453,500		90,500
Investments held in Trust Account		230,074,547		230,040,937
Total assets	$	231,359,651	$	231,230,914
LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable and accrued expenses	$	828,806	$	721,774
Accrued offering costs		431,000		431,000
Total current liabilities		1,259,806		1,143,774
Deferred underwriting compensation		8,050,000		8,050,000
Derivative warrant liabilities		4,413,470		10,183,520
Total liabilities		13,723,276		19,377,294
Commitments and contingencies
Class A common stock subject to possible redemption (23,000,000 shares at $10.00 per share redemption value as of March 31, 2022 and December 31, 2021)		230,000,000		230,000,000
Stockholders’ deficit:
Preferred shares, $0.0001 par value, 1,000,000 shares authorized, none issued and outstanding		—		—
Class A common stock, $0.0001 par value, 540,000,000 shares authorized, none issued and outstanding March 31, 2022 and December 31, 2021 (excluding 23,000,000 shares subject to possible redemption at March 31, 2022 and December 31, 2021)		—		—
Class B common stock, $0.0001 par value, 60,000,000 shares authorized, 5,750,000 shares issued and outstanding		575		575
Additional paid-in capital		—		—
Accumulated deficit		(12,264,200)		(18,146,955)
Total stockholders’ deficit		(12,363,625)		(18,146,380)
Total liabilities, common stock subject to possible redemption and stockholders’ deficit	$	231,359,651	$	231,230,914


	For the Three Months Ended
	March 31,
	2022		2021
REVENUE	$	—	$	—

EXPENSES
Administrative fee – related party		30,000		—
General and administrative		353,905		—
TOTAL EXPENSES		383,905		—
OTHER INCOME
Interest earned on Investments held in Trust Account		33,610		—
Change in fair value of derivative warrant liabilities		6,133,050		—
TOTAL OTHER INCOME		6,166,660		—
Net income	$	5,782,755	$	—
Weighted average number of shares of Class A common stock outstanding, basic and diluted		23,000,000		—
Basic and diluted net income per share of Class A common stock	$	0.20	$	—
Weighted average number of shares of Class B common stock outstanding, basic and diluted		5,750,000		5,750,000
Basic and diluted net income (loss) per share of Class B common stock	$	0.20	$	(0.00)


	Class B			Additional
	Common Stock			Paid-in		Accumulated		Stockholders’
	Shares	Amount		Capital		Deficit		Equity
Balance as of December 31, 2021	5,750,000	$	575	$	—	$	(18,146,955)	$	(18,146,380)
Net income	—		—		—		5,782,755		5,782,755
Balance as of March 31, 2022 unaudited	5,750,000	$	575	$	—	$	(12,364,200)	$	(12,363,625)


Gross proceeds	$	230,000,000
Less:
Class A common stock issuance costs		(9,770,532)
Proceeds allocated to Public Warrants		(13,107,291)
		(22,877,823)
Plus:
Accretion of carrying value to redemption value		22,877,823
Class A common stock subject to possible redemption	$	230,000,000


	Three Months Ended				Three Months Ended
	March 31, 2022				March 31, 2021
	Class A		Class B		Class A		Class B
Basic and diluted net income (loss) per share of common stock Numerator:
Allocation of net income (loss), as adjusted	$	4,626,204	$	1,156,551		—	$	0
Denominator: Basic and diluted weighted average shares outstanding		23,000,000		5,750,000		—		5,750,000
Basic and diluted net income (loss) per share of common stock	$	0.20	$	0.20		—	$	(0.00)


		March 31,		December 31,
Description:	Level	2022		2021
Assets:
Investments held in Trust Account	1	$	230,074,547	230,040,937
Forward Purchase Units	3		453,500	90,500

Liabilities:
Warrant liability – Private Placement Warrants	3	$	1,654,620	3,743,520
Warrant liability – Public Warrants	1		2,758,850	6,440,000


	Fair Value
	Measurement
	Using Level 3
	Inputs Total
Balance, December 31, 2021	$	90,500
Change in fair value of forward purchase asset		363,000
Balance, net, December 31, 2021	$	453,500


	March 31, 2022		December 31, 2021
Risk-free interest rate	1.13 - 2.41	%	0.08-1.12	%
Expected life of grants	0.57 - 5.57 years		5.69 years
Expected volatility of underlying stock	4.3	%	10.2	%
Dividends	0	%	0	%


No.		Description of Exhibit
3.1		Second Amended and Restated Certificate of Incorporation of Osiris Acquisition Corp.(1)
4.1		Form of Specimen Unit Certificate.(2)
4.2		Form of Specimen Class A Common Stock Certificate.(2)
4.3		Form of Specimen Warrant Certificate.(2)
10.1*		Promissory Note, dated April 12, 2022, by and between the Company as the maker and the Sponsor as the payee.
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		XBRL Instance Document.
101.SCH*		XBRL Taxonomy Extension Schema Document.
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*		XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document.
104		The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, formatted in InlineExtensible Business Reporting Language (included with Exhibit 101).


	OSIRIS ACQUISITION CORP.

Date: May 16, 2022	By:	/s/ Benjamin E. Black
	Name:	Benjamin E. Black
	Title:	Chief Executive Officer (Principal Executive Officer)

Date: May 16, 2022	By:	/s/ Anthony Martucci
	Name:	Anthony Martucci
	Title:	Chief Financial Officer (Principal Financial Officer)

SEC Form 10-Q filed by Osiris Acquisition Corp.