Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
(a) Osiris Acquisition Corp., a Delaware company (the "Company"), has
followed Accounting Standards Codification Topic 480, "Distinguishing
Liabilities from Equity," ("ASC 480") in accounting for its redeemable Class A
common stock, par value $0.0001 per share (the "Public Shares"). This included
recording the Public Shares in permanent equity on its balance sheet. However,
the Company maintained shareholders' equity of at least $5,000,001 as the
Company will not redeem Public Shares that would cause the Company's net
tangible assets to be less than $5,000,001 following such redemptions.
In November 2021, the Company's management re-evaluated its previously held view
that classification of $5,000,001 in permanent equity was appropriate, and
determined that the Public Shares should be reclassified to temporary equity on
its balance sheet. In connection with the preparation of the financial
statements as of and for the three and nine months ended September 30, 2021 that
were included in the Company's Quarterly Report on Form 10-Q, filed with the SEC
on November 15, 2021 (the "Q3 Form 10-Q"), the Company concluded that it would
change its accounting and reflect the full amount of all redeemable Public
Shares in temporary equity. This was a change from the Company's previous
accounting practice whereby it maintained shareholders' equity of at least
$5,000,001 as the Company will not redeem Public Shares that would cause the
Company's net tangible assets to be less than $5,000,001 following such
redemptions. In connection with the change in presentation for the Public Shares
subject to possible redemption, the Company also restated its earnings per share
to allocate net income (loss) evenly to all Public Shares and Class B common
stock.
On February 4, 2022, the Company's management and the audit committee of the
Company's board of directors (the "Audit Committee") concluded that the
Company's previously issued unaudited interim financial statements as of and for
the three and six months ended June 30, 2021 included in the Company's Quarterly
Report on Form 10-Q, filed with the SEC on August 12, 2021 (the "Affected
Period"), should be restated to classify all of the Public Shares as temporary
equity and should no longer be relied upon. As a result, the Company intends to
restate its financial statements for the Affected Period in a Form 10-Q/A (the
"Q3 Form 10-Q/A").
The Company does not expect any of the above changes will have any impact on its
cash position and cash held in the trust account established in connection with
the Initial Public Offering.
Based on the circumstances described above, the Company's management has
concluded that a material weakness exists in the Company's internal control over
financial reporting and that the Company's disclosure controls and procedures
were not effective. The Company's remediation plan with respect to such material
weakness will be described in more detail in the Q3 Form 10-Q/A.
The Audit Committee and the Company's management have discussed the matters
disclosed in this Current Report on Form 8-K with WithumSmith+Brown, PC, the
Company's independent registered public accounting firm.
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