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, 2023

☐ 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 15, 2023, there were 3,103,541 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 Sheets as of March 31, 2023 (unaudited) and December 31, 2022		1
Condensed Statements of Operations for the Three Months Ended March 31, 2023 and 2022 (unaudited)		2
Condensed Statements of Changes in Stockholders’ Equity (Deficit) for the Three Months Ended March 31, 2023 and 2022 (unaudited)		3
Condensed Statements of Cash Flows for the Three Months Ended March 31, 2023 and 2022 (unaudited)		4
Notes to Unaudited Condensed Financial Statements		5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		20
Item 3. Quantitative and Qualitative Disclosures About Market Risk		24
Item 4. Controls and Procedures Evaluation of Disclosure Controls and Procedures		24
PART II - OTHER INFORMATION		25
Item 1. Legal Proceedings.		25
Item 1A. Risk Factors.		25
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.		26
Item 3. Defaults Upon Senior Securities.		26
Item 4. Mine Safety Disclosures.		26
Item 5. Other Information.		26
Item 6. Exhibits		26

SIGNATURES		27


	March 31,		December 31,
	2023		2022
	(UNAUDITED)
ASSETS
Current assets:
Cash	$	521,284	$	563,707
Cash – restricted		700,000		700,000
Prepaid expenses		104,615		207,596
Due from Sponsor		59		59
Total current assets		1,325,958		1,471,362
Cash held in Trust Account		31,805,489		31,685,865
Total assets	$	33,131,447	$	33,157,227
LIABILITIES, COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable and accrued expenses	$	2,009,527	$	1,780,730
Accrued offering costs		431,000		431,000
Note payable – Sponsor		1,500,000		1,500,000
Total current liabilities		3,940,527		3,711,730
Deferred underwriting compensation		8,050,000		8,050,000
Forward purchase liability		1,417,960		1,459,534
Derivative warrant liabilities		2,177,430		724,000
Total liabilities		15,585,917		13,945,264
Commitments and contingencies
Class A common stock subject to possible redemption (3,103,541 shares at approximately $10.05 and $10.03 per share redemption value as of March 31, 2023 and December 31, 2022, respectively)		32,405,489		32,285,865

Stockholders’ deficit:
Preferred shares, $0.0001 par value, 1,000,000 shares authorized, issued and outstanding		—		—
Class A common stock, $0.0001 par value, 540,000,000 shares authorized, none issued and outstanding March 31, 2023 and December 31, 2022 (excluding 3,103,541 shares subject to possible redemption at March 31, 2023 and December 31, 2022)		—		—
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		(14,860,534)		(13,074,477)
Total stockholders’ deficit		(14,859,959)		(13,073,902)
Total liabilities, common stock subject to possible redemption and stockholders’ deficit	$	33,131,447	$	33,157,227


	For the Three Months Ended
	March 31,
	2023		2022
EXPENSES
Administrative fee - related party	$	30,000	$	30,000
General and administrative		329,580		353,905
TOTAL EXPENSES		359,580		383,905

OTHER INCOME (EXPENSES)
Interest earned on cash held in Trust Account		119,624		33,610
Change in fair value of derivative warrant liabilities and forward purchase asset/liability		(1,411,856)		6,133,050
TOTAL OTHER INCOME (EXPENSES) - NET		(1,292,232)		6,166,660

(LOSS) INCOME BEFORE INCOME TAXES		(1,651,812)		5,782,755
Income taxes		(14,621)		—
Net (loss) income	$	(1,666,433)	$	5,782,755

Weighted average number of shares of Class A common stock outstanding, basic and diluted		3,103,541		23,000,000
Basic and diluted net income (loss) per share of Class A common stock	$	(0.19)	$	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	$	(0.19)	$	0.20


	Class B			Additional
	Common Stock			Paid-in		Accumulated		Stockholders’
	Shares	Amount		Capital		Deficit		Deficit
Balance as of January 1, 2023	5,750,000	$	575	$	—	$	(13,074,477)	$	(13,073,902)
Remeasurement of Class A common stock to redemption value	—		—		—		(119,624)		(119,624)
Net loss	—		—		—		(1,666,433)		(1,666,433)
March 31, 2023	5,750,000	$	575	$	—	$	(14,860,534)	$	(14,859,959)


Class A common stock subject to possible redemption, December 31, 2022	$	32,285,865
Change in remeasurement in carrying value to redemption value		119,624
Class A common stock subject to possible redemption, March 31, 2023	$	32,405,489


	For the three months ended				For the three months ended
	March 31, 2023				March 31, 2022
	Class A		Class B		Class A		Class B
Numerator: Basic and diluted net income per share of common stock
Allocation of net income (loss)	$	(584,155)	$	(1,082,278)	$	4,626,204	$	1,156,551
Denominator: Basic and diluted weighted average shares outstanding		3,103,541		5,750,000		23,000,000		5,750,000
Basic and diluted net income (loss) per share of common stock	$	(0.19)	$	(0.19)	$	0.20	$	0.20


		March 31,		December 31,
Description:	Level	2023		2022
Liabilities:
Warrant liability - Private Placement Warrants	2	$	793,980		264,000
Warrant liability - Public Warrants	2	$	1,383,450	$	460,000
Forward Purchase Liability	3	$	1,417,960	$	1,459,534


	Fair Value
	Measurement
	Using Level 3
Forward purchase liability	Inputs Total
Balance, December 31, 2022	$	(1,459,534)
Change in fair value of forward purchase liability		41,574
Balance, March 31, 2023	$	(1,417,960)


	March 31, 2023		December 31, 2022
Risk-free interest rate	4.90	%	3.98	%
Expected life of grants	5.50	years	5.69	years
Expected volatility of underlying stock	3.0	%	3.0	%
Dividends	0	%	0	%


No.		Description of Exhibit
3.1		Second Amended and Restated Certificate of Incorporation of Osiris Acquisition Corp.(1)
3.2		Amendment, dated December 15, 2022, to Second Amended and Restated Certificate of Incorporation (5).
3.3		Bylaws (2).
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)
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, 2023, formatted in Inline Extensible Business Reporting Language (included with Exhibit 101).


	OSIRIS ACQUISITION CORP.

Date: May 15, 2023	By:	/s/ Benjamin E. Black
	Name:	Benjamin E. Black
	Title:	Chief Executive Officer (Principal Executive Officer)

Date: May 15, 2023	By:	/s/ Brad Bisca
	Name:	Brad Bisca
	Title:	Chief Financial Officer (Principal Financial Officer)

SEC Form 10-Q filed by Osiris Acquisition Corp.