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 June 30, 2021

☐ 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	OSI.U	New York Stock Exchange
Shares of Class A common stock included as part of the units	OSI	New York Stock Exchange
Warrants included as part of the units	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 August 12, 2021, 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		2
Item 1. Interim Financial Statements		2
Condensed Balance Sheets June 30,2021 (unaudited) and December 31,2020		2
Condensed Statements of Operations (unaudited)		3
Condensed Statements of Changes in Stockholders’ Equity (unaudited)		4
Condensed Statements of Cash Flows (unaudited)		5
Notes to Unaudited Condensed Financial Statements		6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		19
Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk		25
Item 4. 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		26
Item 3. Defaults Upon Senior Securities		27
Item 4. Mine Safety Disclosures		27
Item 5. Other Information		27
Item 6. Exhibits		28
Part III. Signatures		29


	June 30,		December 31,
	2021		2020
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	676,006	$	25,000
Prepaid expenses		636,439		—
Total current assets		1,312,445		25,000

Deferred offering costs		—		120,000

Investments held in Trust Account		230,001,950		—

Total assets	$	231,314,395	$	145,000

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	222,572	$	—
Accrued offering costs		431,000		120,000
Advances from related party		—		2,069
Total current liabilities		653,572		122,069

Deferred underwriting compensation		8,050,000		—
Warrant Liability		15,055,535		—
Total liabilities		23,759,107		122,069

Commitments and contingencies (Note 6):
Class A common stock subject to possible redemption (20,255,528 and 0 shares at $10.00 per share as of June 30, 2021 and December 31, 2020, respectively)		202,555,280		—

Stockholders’ equity:
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, 2,744,472 and 0 shares issued and outstanding (excluding and 0 shares subject to possible redemption) at June 30, 2021 and December 31, 2020, respectively		274		—
Class B common stock, $0.0001 par value, 60,000,000 shares authorized, 5,750,000 shares issued and outstanding⁽¹⁾		575		575
Additional paid-in capital		5,531,545		24,425
Accumulated deficit		(532,386)		(2,069)
Total stockholders’ equity		5,000,008		22,931
Total liabilities and stockholders’ equity	$	231,314,395	$	145,000


	For the Three Months		For the Six Months
	Ended June 30, 2021		Ended June 30, 2021
REVENUE	$	—	$	—

EXPENSES
Administrative fee – related party		15,000		15,000
General and administrative		276,526		281,159
TOTAL EXPENSES		291,526		296,159

OTHER INCOME (EXPENSES)
Investment income from Trust Account		1,950		1,950
Transaction costs associated with warrant liabilities		(591,948)		(591,948)
Change in fair value of derivative warrants		355,840		355,840
TOTAL OTHER INCOME (EXPENSES) - NET		(234,158)		(234,158)

Net loss attributable to common shares	$	(525,684)	$	(530,317)

Weighted average number of shares of Class A common stock outstanding, basic and diluted		23,000,000		23,000,000
Basic and diluted net loss per share of Class A common stock	$	0.00	$	0.00

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 per share of Class B common stock	$	(0.09)	$	(0.09)


	Class A			Class B			Additional
	Common Stock			Common Stock⁽¹⁾			Paid-in		Accumulated		Stockholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Equity
Balance as of January 1, 2021	—	$	—	5,750,000	$	575	$	24,339	$	(2,069)	$	22,931

Net loss	—		—	—		—		—		(4,633)		(4,633)

Balance as of March 31, 2021	—		—	5,750,000		575		24,339		(6,702)		18,298

Sale of Units in Public Offering, less fair value of public warrants, net of offering costs	23,000,000		2,300	—		—		207,101,217		—		207,103,517

Excess of proceeds received over fair value of private warrant liabilities	—		—	—		—		959,157		—		959,157

Change in Class A common stock subject to possible redemption	(20,255,528)		(2,026)	—		—		(202,553,254)		—		(202,555,280)

Net loss	—		—	—		—		—		(525,684)		(525,684)

Balance as of June 30, 2021	2,744,472	$	274	5,750,000	$	575	$	5,531,545	$	(532,386)	$	5,000,008


Cash Flows From Operating Activities:
Net loss	$	(530,317)
Adjustments to reconcile net loss to net cash used in operating activities:
Investment income earned on treasury securities held in Trust Account		(1,950)
Transaction costs associated with warrant liabilities		591,948
Gain on change in fair value of derivative liabilities		(355,840)
Changes in operating assets and liabilities:
Prepaid expenses		(636,439)
Accrued offering costs		431,000
Accounts payable and accrued expenses		220,503
Net Cash Used In Operating Activities		(281,095)

Cash Flows From Investing Activities:
Cash deposited into Trust Account		(230,000,000)
Net Cash Used In Investing Activities		(230,000,000)

Cash Flows From Financing Activities:
Sale of Units in Public Offering, net of underwriting discount		224,332,101
Sale of Private Placement Warrants to Sponsor		6,600,000
Net Cash Provided By Financing Activities		230,932,101

Net change in cash and cash equivalents		651,006

Cash and cash equivalents at beginning of period		25,000

Cash and cash equivalents at end of period	$	676,006

Supplemental disclosure of non-cash financing activities:

Initial classification of Class A common shares subject to possible redemption	$	202,489,020
Change in value of Class A common shares subject to possible redemption	$	66,260
Initial classification of fair value of Public warrants	$	9,770,532
Deferred underwriting compensation charged to additional paid-in capital in connection with the Initial Public Offering	$	8,050,000


		June 30,
Description	Level	2021
Assets:
Marketable securities held in Trust Account	1	$	230,001,950

Liabilities:
Warrant– Private Placement Warrants	3	$	5,517,435
Warrant– Public Warrants	3	$	9,538,100


	Fair Value
	Measurement
	Using Level 3
	Inputs
	Total
Balance, December 31, 2020	$	—
Derivative liabilities recorded on issuance of derivative warrants		15,411,375
Change in fair value of derivative liabilities		(355,840)
Balance, June 30, 2021	$	15,055,535


	May 18, 2021		June 30, 2021
Risk-free interest rate	1.06	%	1.03	%
Expected life of grants	6.0 years		5.94 years
Expected volatility of underlying stock	10.0 – 18.3	%	10.0 – 18.4	%
Dividends	0	%	0	%


No.		Description of Exhibit
1.1		Underwriting Agreement, dated May 13, 2021, among the Company and Jefferies, LLC as representative of the underwriters.⁽¹⁾
3.1		Second Amended and Restated Certificate of Incorporation of Osiris Acquisition Corp.⁽¹⁾
4.4		Warrant Agreement, dated May 13, 2021, between the Company and Continental Stock Transfer & Trust Company, as warrant agent.⁽¹⁾
10.1		Letter Agreement, dated May 13, 2021, among the Company, its officers and directors and the Sponsor.⁽¹⁾
10.2		Investment Management Trust Agreement, dated May 13, 2021, between the Company and Continental Stock Transfer & Trust Company, as trustee.⁽¹⁾
10.3		Registration Rights Agreement, dated May 13, 2021, among the Company, the Sponsor and certain other security holders named therein.⁽¹⁾
10.4		Private Placement Warrants Purchase Agreement, dated May 13, 2021, between the Company and the Sponsor.⁽¹⁾
10.5		Indemnification Agreement, dated May 13, 2021, between the Company and Benjamin E. Black.⁽¹⁾
10.6		Indemnification Agreement, dated May 13, 2021, between the Company and Benjamin Fader-Rattner.⁽¹⁾
10.7		Indemnification Agreement, dated May 13, 2021, between the Company and Anthony Martucci.⁽¹⁾
10.8		Indemnification Agreement, dated May 13, 2021, between the Company and Michael Abt.⁽¹⁾
10.9		Indemnification Agreement, dated May 13, 2021, between the Company and Omar Johnson.⁽¹⁾
10.10		Indemnification Agreement, dated May 13, 2021, between the Company and Makan Delrahim.⁽¹⁾
10.11		Indemnification Agreement, dated May 13, 2021, between the Company and Dhiren Fonseca.⁽¹⁾
10.12		Indemnification Agreement, dated May 13, 2021, between the Company and Dominique Mielle.⁽¹⁾
10.13		Administrative Services Agreement, dated May 13, 2021, between the Company and the Sponsor.⁽¹⁾
10.14		Forward Purchase Agreement, dated May 13, 2021, between the Company and the Sponsor.⁽¹⁾
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 June 30, 2021, formatted in InlineExtensible Business Reporting Language (included with Exhibit 101).


	OSIRIS ACQUISITION CORP.

Date: August 12, 2021	By:	/s/ Anthony Martucci
	Name:	Anthony Martucci
	Title:	Chief Financial Officer and Secretary

SEC Form 10-Q filed by Osiris Acquisition Corp.