References in this report (the "Quarterly Report") to "we," "us" or the "Company" refer to Osiris Acquisition Corp. References to our "management" or our "management team" refer to our officers and directors, and references to the "Sponsor" refer to Osiris Sponsor, LLC. The following discussion and analysis of the Company's financial condition and results of operations should be read in conjunction with the financial statements and the related notes included in Item 1 of this Quarterly Report and with our Annual Report on Form 10-K for the year ended December 31, 2021, including our audited consolidated financial statements and related notes contained therein. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Special Note Regarding Forward-Looking Statements

This Quarterly Report includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Exchange Act of 1934, as amended (the "Exchange Act"), that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this "Management's Discussion and Analysis of Financial Condition and Results of Operations" regarding the Company's financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as "expect," "believe," "anticipate," "intend," "estimate," "seek" and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management's current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of this Quarterly Report and the Risk Factors section of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2021 filed with the Securities and Exchange Commission (the "SEC") on March 29, 2022 (the "Annual Report"). The Company's securities filings can be accessed on the EDGAR section of the SEC's website at Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Overview

We are a blank check company incorporated as a Delaware corporation and formed on October 22, 2020 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. We intend to effectuate our initial business combination (the "Initial Business Combination") using cash from the proceeds of the initial public offering (the "Initial Public Offering") and the sale of the private placement warrants (the "Private Placement Warrants" or "Private Warrants"), our capital stock, debt or a combination of the foregoing.

The issuance of additional shares of common stock in connection with an Initial Business Combination to the owners of the target or other investors:

may significantly dilute the equity interest of existing investors, which

? dilution would increase if the anti-dilution provisions in the Class B common

stock result in the issuance of Class A common stock on a greater than

one-to-one basis upon conversion of the Class B common stock;

? may subordinate the rights of holders of common stock if shares of preferred

stock are issued with rights senior to those afforded our common stock;

could cause a change in control if a substantial number of common stock are

? issued, which may affect, among other things, our ability to use our net

operating loss carry forwards, if any, and could result in the resignation or

removal of our present officers and directors;

may have the effect of delaying or preventing a change of control of us by

? diluting the stock ownership or voting rights of a person seeking to obtain


   control of us; and


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? may adversely affect prevailing market prices for our Class A common stock

and/or warrants.

Similarly, if we issue debt securities or otherwise incur significant indebtedness to bank or other lenders or the owners of a target, it could result in:

? default and foreclosure on our assets if our operating revenues after an

Initial Business Combination are insufficient to repay our debt obligations;

acceleration of our obligations to repay the indebtedness even if we make all

? principal and interest payments when due if we breach certain covenants that

require the maintenance of certain financial ratios or reserves without a

waiver or renegotiation of that covenant;

? our immediate payment of all principal and accrued interest, if any, if the

debt is payable on demand;

our inability to obtain necessary additional financing if the debt contains

? covenants restricting our ability to obtain such financing while the debt is

outstanding;

? our inability to pay dividends on our common stock;

using a substantial portion of our cash flow to pay principal and interest on

? our debt, which will reduce the funds available for dividends on our common

stock if declared, our ability to pay expenses, make capital expenditures and

acquisitions and fund other general corporate purposes;

? limitations on our flexibility in planning for and reacting to changes in our

business and in the industry in which we operate;

? increased vulnerability to adverse changes in general economic, industry and

competitive conditions and adverse changes in government regulation;

limitations on our ability to borrow additional amounts for expenses, capital

? expenditures, acquisitions, debt service requirements, and execution of our

strategy; and

? other purposes and other disadvantages compared to our competitors who have

less debt.

We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to raise capital or to complete our Initial Business Combination will be successful.

Results of Operations

We have neither engaged in any operations nor generated any revenues to date. Our only activities through September 30, 2022 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and, after our Initial Public Offering, day-to-day operations and identifying a target company for an Initial Business Combination. We do not expect to generate any operating revenues until after the completion of our Initial Business Combination. We generate non-operating income in the form of interest income on marketable securities held in the trust account (the "Trust Account"). We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the three months ended September 30, 2022, we had net income of $521,774, which consists of an administrative services fee of $30,000 due to a related party, and of operating costs of $468,769 offset by interest income on marketable securities held in the Trust Account of $1,132,777 and a change in fair value of the derivative warrant liabilities and forward purchase agreements of $173,790. In addition, the Company recorded an income tax provision of $286,024.

For the three months ended September 30, 2021, we had net income of $5,299,746, which consists of an administrative services fee of $30,000 due to a related party and of operating costs of $478,109 offset by interest income on marketable securities held in the Trust Account of $5,376 and a change in fair value of the derivative warrant liabilities and forward purchase agreements of $5,802,479.


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For the nine months ended September 30, 2022, we had net income of $5,560,298, which consists of an administrative services fee of $90,000 due to a related party and of operating costs of $2,431,044 offset by interest income on marketable securities held in the Trust Account of $1,514,086 and a change in fair value of the derivative warrant liabilities and forward purchase agreements of $6,853,280. In addition, the Company recorded an income tax provision of $286,024.

For the nine months ended September 30, 2021, we had net income of $4,769,429, which consists of an administrative services fee of $45,000 due to a related party and of operating costs of $759,268 offset by interest income on marketable securities held in the Trust Account of $7,326 and a change in fair value of the derivative warrant liabilities and forward purchase agreements of $6,158,319. In addition, the Company recorded costs associated with warrant liabilities of $591,948.

Liquidity and Capital Resources

Until the consummation of the Initial Public Offering, our only source of liquidity was an initial purchase of shares of Class B common stock by the Sponsor and loans from our Sponsor. On May 18, 2021, we consummated the Initial Public Offering of 23,000,000 units (the "Units") at $10.00 per Unit, generating gross proceeds of $230,000,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 6,600,000 Private Placement Warrants to the Sponsor, at a price of $1.00 per Private Placement Warrant, generating gross proceeds of $6,600,000.

Following the Initial Public Offering and the sale of the Private Placement Warrants, a total of $230,000,000 was placed in the Trust Account. We incurred $13,107,291 in transaction costs, including $4,600,000 of underwriting fees, $8,050,000 of deferred underwriting fees and $457,291 of other costs.

For the nine months ended September 30, 2022 and 2021, cash used in operating activities was $2,051,576 and $748,584, respectively. For the nine months ended September 30, 2022, net income of $5,560,298 was affected by interest earned on marketable securities held in the Trust Account of $1,514,086, a gain in fair value of derivative liabilities of $6,853,280, and changes in operating assets and liabilities, which provided $755,492 of cash from operating activities. For the nine months ended September 30, 2021, net income of $4,769,429 was affected by interest earned on marketable securities held in the Trust Account of $7,326, a gain in fair value of derivative liabilities of $6,158,319, costs associated with warrant liabilities of $591,948 and changes in operating assets and liabilities, which provided $55,684 of cash from operating activities.

As of September 30, 2022 and December 31, 2021, we had cash and U.S. treasury securities held in the Trust Account of $231,336,755 and $230,040,937, respectively. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less deferred underwriting commissions and income taxes payable), to complete our Initial Business Combination. We may withdraw interest to pay taxes, if any. During the period three and nine months ended September 30, 2022, we withdrew $218,268 of interest earned on the Trust Account. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our Initial Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of September 30, 2022 and December 31, 2021, we had cash of $50,096 and $639,843 outside of the Trust Account, respectively. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete an Initial Business Combination.

In order to fund working capital deficiencies or finance transaction costs in connection with an Initial Business Combination, the initial stockholders or their affiliates may, but are not obligated to, loan us funds as may be required. If we complete an Initial Business Combination, we will repay such loaned amounts. In the event that an Initial Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants identical to the Private Placement Warrants, at a price of $1.00 per warrant at the option of the lender.


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The Company currently has less than 12 months from the date these financial statements were issued to complete a Business Combination within the Combination Period (May 18, 2023). As is customary for a special purpose acquisition company, if the Company is not able to consummate a Business Combination during the Combination Period, it will cease all operations and redeem the Public Shares. Management plans to continue its efforts to consummate a Business Combination during the Combination Period.

In addition, there is no current commitment on the part of any financing source to provide additional capital and no assurances can be provided that such additional capital will ultimately be available. As of September 30, 2022, the Company had a working capital deficit of approximately $2.9 million and cash and cash equivalents of approximately $50,100.

These conditions raise substantial doubt about the Company's ability to continue as a going concern for a period of time within one year after the date that the financial statements are issued. There is no assurance that the Company's plans to raise additional capital (to the extent ultimately necessary) or to consummate a Business Combination will be successful or successful within the Combination Period. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Off-Balance Sheet Arrangements

We did not have any off-balance sheet arrangements as of September 30, 2022 as defined in Item 303(a)(4)(ii) of Regulation S-K.

Contractual obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay an affiliate of the Sponsor a monthly fee of $10,000 for office space, utilities, secretarial support and administrative services. We began incurring these fees on May 13, 2021 and will continue to incur these fees monthly for up to 24 months until the earlier of the completion of the Initial Business Combination and our liquidation.

The underwriters are entitled to a deferred fee of $8,050,000 in the aggregate. The deferred fee will be waived by the underwriters in the event that we do not complete an Initial Business Combination, subject to the terms of the underwriting agreement.

Critical Accounting Policies

The preparation of condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies: use of estimates, shares of Class A common stock subject to possible redemption, net income (loss) per share of common stock, derivative financial instruments, warrant instruments and fair value measurements.

Our significant accounting policies are summarized in Note 2 of our condensed financial statements.

Recent accounting standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company's condensed financial statements.

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