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, 2024

☐ 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 14, 2024, 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 Sheet as of March 31, 2024 (unaudited) and December 31, 2023		1
Unaudited Condensed Statements of Operations for the Three months ended March 31, 2024 and 2023		2
Unaudited Condensed Statements of Changes in Stockholders’ Deficit for the Three months ended March 31, 2024 and 2023		3
Unaudited Condensed Statements of Cash Flows for the Three months ended March 31, 2024 and 2023		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, Use of Proceeds, and Issuer Purchases of Equity Securities.		25
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,
	2024		2023
	(unaudited)
ASSETS
Current assets:
Cash	$	93,140	$	119,920
Prepaid expenses		84,603		89,302
Due from Sponsor		59		59
Total current assets		177,802		209,281
Cash held in Trust Account		33,183,479		32,964,329
Total assets	$	33,361,281	$	33,173,610
LIABILITIES, COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable and accrued expenses	$	1,600,922	$	1,257,648
Accrued offering costs		431,000		431,000
Note payable – Sponsor		3,000,000		3,000,000
Total current liabilities		5,031,922		4,688,648
Deferred underwriting compensation		8,050,000		8,050,000
Forward purchase liability		3,431,571		3,072,185
Derivative warrant liabilities		579,200		543,000
Total liabilities		17,092,693		16,353,833
Commitments and contingencies
Class A common stock subject to possible redemption (3,103,541 shares at approximately $10.65 and $10.63 per share redemption value as of March 31, 2024 and December 31, 2023, respectively)		33,062,512		32,983,301

Stockholders’ deficit:
Preferred stock, $0.0001 par value, 1,000,000 shares authorized, none issued or outstanding		—		—
Class A common stock, $0.0001 par value, 540,000,000 shares authorized, none issued or outstanding March 31, 2024 and December 31, 2023 (excluding 3,103,541 shares subject to possible redemption at March 31, 2024 and December 31, 2023)		—		—
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		(16,794,499)		(16,164,099)
Total stockholders’ deficit		(16,793,924)		(16,163,524)
Total liabilities, common stock subject to possible redemption and stockholders’ deficit	$	33,361,281	$	33,173,610


	For the Three Months Ended
	March 31,
	2024		2023
EXPENSES
Administrative fee - related party	$	30,000	$	30,000
General and administrative		340,909		329,580
TOTAL EXPENSES		370,909		359,580

OTHER INCOME (EXPENSES)
Interest earned on cash held in Trust Account		259,248		119,624
Change in fair value of derivative warrant liabilities and forward purchase asset/liability		(395,586)		(1,411,856)
TOTAL OTHER INCOME (EXPENSES) - NET		(136,338)		(1,292,232)

LOSS BEFORE INCOME TAXES		(507,247)		(1,651,812)
Income taxes		(43,942)		(14,621)
Net loss	$	(551,189)	$	(1,666,433)

Weighted average number of shares of Class A common stock outstanding, basic and diluted		3,103,541		3,103,541
Basic and diluted net loss per share of Class A common stock	$	(0.06)	$	(0.19)

Weighted average number of shares of Class B common stock outstanding, basic and diluted		5,750,000		5,750,000
Basic and diluted net loss per share of Class B common stock	$	(0.06)	$	(0.19)


	Class B			Additional
	Common Stock			Paid-in		Accumulated		Stockholders’
	Shares	Amount		Capital		Deficit		Deficit
Balance as of January 1, 2024	5,750,000	$	575	$	—	$	(16,164,099)	$	(16,163,524)
Accretion of Class A common stock to redemption value	—		—		—		(79,211)		(79,211)
Net loss	—		—		—		(551,189)		(551,189)
March 31, 2024	5,750,000	$	575	$	—	$	(16,794,499)	$	(16,793,924)


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
Change in remeasurement in carrying value to redemption value		58,635
Class A common stock subject to possible redemption, June 30, 2023		32,464,124
Change in remeasurement in carrying value to redemption value		285,630
Class A common stock subject to possible redemption, September 30, 2023		32,722,754
Change in remeasurement in carrying value to redemption value		260,547
Class A common stock subject to possible redemption, December 31, 2023		32,983,301
Change in remeasurement in carrying value to redemption value		79,211
Class A common stock subject to possible redemption, March 31, 2024	$	33,062,512


	For the three months ended				For the three months ended
	March 31, 2023				March 31, 2023
	Class A		Class B		Class A		Class B
Numerator: Basic and diluted net loss per share of common stock
Allocation of net loss	$	(193,215)	$	(357,974)	$	(584,155)	$	(1,082,278)
Denominator: Basic and diluted weighted average shares outstanding		3,103,541		5,750,000		3,103,541		5,750,000
Basic and diluted net loss per share of common stock	$	(0.06)	$	(0.06)	$	(0.19)	$	(0.19)


		March 31,		December 31,
Description:	Level	2024		2023
Liabilities:
Warrant liability - Private Placement Warrants	2	$	211,200	$	198,000
Warrant liability - Public Warrants	2	$	368,000	$	345,000
Forward Purchase Liability	3	$	3,431,571	$	3,072,185


	Fair Value
	Measurement
	Using Level 3
Forward purchase liability	Inputs Total
Balance, December 31, 2023	$	(3,072,185)
Change in fair value of forward purchase liability		(359,386)
Balance, March 31, 2024	$	(3,431,571)


	March 31, 2024			December 31, 2023
Risk-free interest rate		4.21	%		3.85	%
Stock price	$	10.60		$	10.40
Expected life of grants		0.13	years		0.38	years
Exercise price		10.00		$	10.00
Expected 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 (3).
3.3

SEC Form 10-Q filed by Osiris Acquisition Corp.