UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC File Number: 001-40402
CUSIP Number: 68829A103
| (Check One): | x Form 10-K ¨
Form 20-F ¨ Form 11-K ¨ Form
10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR | |
| For Period Ended: December 31, 2023 | ||
| ¨ Transition Report on Form 10-K | ||
| ¨ Transition Report on Form 20-F | ||
| ¨ Transition Report on Form 11-K | ||
| ¨ Transition Report on Form 10-Q | ||
| For the Transition Period Ended: | ||
| Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: Not Applicable
PART I – REGISTRANT INFORMATION
OSIRIS ACQUISITION CORP.
Full Name of Registrant
Former Name if Applicable
95 5th Avenue, 6th
Floor
Address of Principal Executive Office (Street and Number)
New York,
NY 10003
City, State and Zip Code
PART II – RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
| (a) | The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; | |
| x | (b) | The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and |
| (c) | The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III – NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
Osiris Acquisition Corp. (the “Company”) was unable, without unreasonable effort or expense, to file its Annual Report on Form 10-K for the year ended December 31, 2023 (the “Annual Report”) by the prescribed due date for the reasons described below.
The Company requires additional time to prepare and review its financial statements for the year ended December 31, 2023, and have such financial statements audited by the Company’s independent registered accounting firm. As a result of the considerable time required in connection with the foregoing, the Company was unable, without unreasonable effort or expense, to file its Annual Report by the prescribed due date of April 1, 2024. The Company is working diligently to complete the Form 10-K as soon as possible and expects to file its Annual Report on or before the expiration of the extension period prescribed by Rule 12b-25.
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PART IV – OTHER INFORMATION
| (1) | Name and telephone number of person to contact in regard to this notification: | |||||
| Benjamin E. Black | (646) | 993-5349 | ||||
| (Name) | (Area code) | (Telephone Number) | ||||
| (2) | Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). | |||||
| x Yes ¨ No | ||||||
| (3) | Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? | |||||
| ¨ Yes x No | ||||||
| If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. | ||||||
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Osiris Acquisition Corp.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: April 1, 2024 | By: | /s/ Benjamin E. Black |
| Name: | Benjamin E. Black | |
| Title: | Chief Executive Officer |