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 September 30, 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 November 14, 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.

Table of Contents

OSIRIS ACQUISITION CORP.

FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2022

TABLE OF CONTENTS


		Page
PART I – FINANCIAL INFORMATION		1
Item 1. Financial Statements.		1
Condensed Balance Sheets as of September 30, 2022 (unaudited) and December 31, 2021		1
Condensed Statements of Operations for the Three and Nine Months Ended September 30, 2022 and 2021 (unaudited)		2
Condensed Statements of Changes in Stockholders’ Equity (Deficit) for the Three and Nine Months Ended September 30, 2022 and 2021 (unaudited)		3
Condensed Statements of Cash Flows for the Nine Months ended September 30, 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		21
Item 3. Quantitative and Qualitative Disclosures About Market Risk		24
Item 4. Controls and Procedures Evaluation of Disclosure Controls and Procedures		25
PART II - OTHER INFORMATION		26
Item 1. Legal Proceedings.		26
Item 1A. Risk Factors.		26
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.		27
Item 3. Defaults Upon Senior Securities.		27
Item 4. Mine Safety Disclosures.		27
Item 5. Other Information.		27
Item 6. Exhibits		27

SIGNATURES		28

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

OSIRIS ACQUISITION CORP.

CONDENSED BALANCE SHEETS


	September 30,		December 31,
	2022		2021
ASSETS	(unaudited)
Current assets:
Cash	$	50,096	$	639,843
Prepaid expenses		225,579		459,575
Due from Sponsor		59		59
Total current assets		275,734		1,099,477
Forward purchase asset		—		90,500
Investments held in Trust Account		231,336,755		230,040,937
Total assets	$	231,612,489	$	231,230,914
LIABILITIES, COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable and accrued expenses	$	1,234,270	$	712,774
Accrued offering costs		474,561		431,000
Note payable – Sponsor		1,200,000		—
Total current liabilities		2,908,831		1,143,774
Deferred underwriting compensation		8,050,000		8,050,000
Forward purchase liability		646,500		—
Derivative warrant liabilities		2,593,240		10,183,520
Total liabilities		14,198,571		19,377,294
Commitments and contingencies
Class A common stock subject to possible redemption (23,000,000 shares at approximately $10.04 and $10.00 per share redemption value as of September 30, 2022 and December 31, 2021, respectively)		230,960,467		230,000,000
Stockholders’ deficit:
Preferred shares, $0.0001 par value, 1,000,000 shares authorized, no non-redeemable shares issued and outstanding		—		—
Class A common stock, $0.0001 par value, 540,000,000 shares authorized, none issued and outstanding September 30, 2022 and December 31, 2021 (excluding 23,000,000 shares subject to possible redemption at September 30, 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		(13,547,124)		(18,146,955)
Total stockholders’ deficit		(13,546,549)		(18,146,380)
Total liabilities, common stock subject to possible redemption and stockholders’ deficit	$	231,612,489	$	231,230,914

See accompanying notes to these unaudited condensed financial statements.

Table of Contents

OSIRIS ACQUISITION CORP.

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)


	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2022		2021		2022		2021
EXPENSES
Administrative fee - related party	$	30,000	$	30,000	$	90,000	$	45,000
General and administrative		468,769		478,109		2,431,044		759,268
TOTAL EXPENSES		498,769		508,109		2,521,044		804,268

OTHER INCOME (EXPENSES)
Interest earned on Investments held in Trust Account		1,132,777		5,376		1,514,086		7,326
Transaction costs associated with warrant liabilities		—		—		—		(591,948)
Change in fair value of derivative warrant liabilities and forward purchase agreement		173,790		5,802,479		6,853,280		6,158,319
TOTAL OTHER INCOME (EXPENSES) - NET		1,306,567		5,807,855		8,367,366		5,573,697

INCOME BEFORE INCOME TAXES		807,798		5,299,746		5,846,322		4,769,429
Income tax provision		(286,024)		—		(286,024)		—
Net income	$	521,774	$	5,299,746	$	5,560,298	$	4,769,429
Weighted average number of shares of Class A common stock outstanding, basic and diluted		23,000,000		23,000,000		23,000,000		11,373,626
Basic and diluted net income per share of Class A common stock	$	0.02	$	0.18	$	0.19	$	0.28
Weighted average number of shares of Class B common stock outstanding, basic and diluted		5,750,000		5,750,000		5,750,000		5,750,000
Basic and diluted net income per share of Class B common stock	$	0.02	$	0.18	$	0.19	$	0.28

See accompanying notes to these unaudited condensed financial statements.

Table of Contents

OSIRIS ACQUISITION CORP.

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

(UNAUDITED)

For the Three Months ended September 30, 2022


	Class B			Additional
	Common Stock			Paid-in		Accumulated		Stockholders’
	Shares	Amount		Capital		Deficit		Deficit
Balance as of June 30, 2022	5,750,000	$	575	$	—	$	(13,190,288)	$	(13,189,713)
Change in value of Class A common stock to redemption value	—		—		—		(878,610)		(878,610)
Net income	—		—		—		521,774		521,774
Balance as of September 30, 2022	5,750,000	$	575	$	—	$	(13,547,124)	$	(13,546,549)

For the Three Months ended September 30, 2021


	Class B			Additional
	Common Stock			Paid-in		Accumulated		Stockholders’
	Shares	Amount		Capital		Deficit		Deficit
Balance as of June 30, 2021	5,750,000	$	575	$	—	$	(22,426,627)	$	(22,426,052)
Net income	—		—		—		5,299,746		5,299,746
Balance as of September 30, 2021	5,750,000	$	575	$	—	$	(17,126,881)	$	(17,126,306)

For the Nine Months ended September 30, 2022


	Class B			Additional
	Common Stock			Paid-in		Accumulated		Stockholders’
	Shares	Amount		Capital		Deficit		Deficit
Balance as of January 1, 2022	5,750,000	$	575	$	—	$	(18,146,955)	$	(18,146,380)
Change in value of Class A common stock to redemption value	—		—		—		(960,467)		(960,467)
Net income	—		—		—		5,560,298		5,560,298
Balance as of September 30, 2022	5,750,000	$	575	$	—	$	(13,547,124)	$	(13,546,549)

For the Nine Months ended September 30, 2021


	Class B			Additional
	Common Stock			Paid-in		Accumulated		Stockholders’
	Shares	Amount		Capital		Deficit		Equity (Deficit)
Balance as of January 1, 2021	5,750,000	$	575	$	24,425	$	(2,069)	$	22,931
Excess of proceeds received over fair value of private warrant liabilities	—		—		959,157		—		959,157
Change in value of Class A common stock to redemption value	—		—		(983,582)		(21,894,241)		(22,877,823)
Net income	—		—		—		4,769,429		4,769,429
Balance as of September 30, 2021	5,750,000	$	575	$	—	$	(17,126,881)	$	(17,126,306)

See accompanying notes to these unaudited condensed financial statements.

Table of Contents

OSIRIS ACQUISITION CORP.

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)


	For the Nine Months Ended
	September 30,
	2022		2021
Cash Flows From Operating Activities:
Net income	$	5,560,298	$	4,769,429
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on Investments held in Trust Account		(1,514,086)		(7,326)
Transaction costs associated with warrant liabilities		—		591,948
Change in fair value of derivative liabilities and forward purchase agreement		(6,853,280)		(6,158,319)
Changes in operating assets and liabilities:
Prepaid expenses		233,996		(548,007)
Accrued offering costs		43,561