SC 13G 1 tm2117948d1_sc13g.htm SC 13G

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
SCHEDULE 13G*/
(Rule 13d-102)
 
Under the Securities Exchange Act of 1934
(Amendment No.      )*
 
Osiris Acquisition Corp.
(Name of Issuer)
 
Class A common stock, par value $0.0001 per share
(Title of Class of Securities)
 

68829A202**

(CUSIP Number)
 

May 18, 2021

Date of Event Which Requires Filing of the Statement

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨      Rule 13d-1(b)
x
     Rule 13d-1(c)
¨
      Rule 13d-1(d)

 

 

*/ The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

** (See item 2(e))

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

 

CUSIP No. 68829A202 13G Page 2 of 8 Pages

 

 

1.

 

NAME OF REPORTING PERSON

 

GFNCI LLC

 

2.

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)       ¨

 

(b)       ¨

 

3.

 

SEC USE ONLY

 

 

4.

 

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

 

5.

 

SOLE VOTING POWER

0

 

6.

 

SHARED VOTING POWER

 

2,070,000 shares

 

 

7.

 

SOLE DISPOSITIVE POWER

0

 

8.

 

SHARED DISPOSITIVE POWER

See Row 6 above

 

9.

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

See Row 6 above

 

10.

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨

 

11.

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

9.0%1

 

12.

 

TYPE OF REPORTING PERSON

OO

 

 

1The percentages reported in this Schedule 13G are based upon 23,000,000 shares of Class A common stock outstanding as of May 18, 2021 (according to the Form 8-K as filed with the Securities and Exchange Commission on May 18, 2021). Except as described in the preceding sentence, all share numbers for the holdings of the reporting persons reported in this Schedule 13G are as of the opening of the market on May 28, 2021.

 

 

 

 

CUSIP No. 68829A202 13G Page 3 of 8 Pages

 

 

1.

 

NAME OF REPORTING PERSON

 

Kenneth Griffin

 

2.

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)       ¨

 

(b)       ¨

 

3.

 

SEC USE ONLY

 

 

4.

 

CITIZENSHIP OR PLACE OF ORGANIZATION

U.S. Citizen

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

 

5.

 

SOLE VOTING POWER

0

 

6.

 

SHARED VOTING POWER

 

2,070,029 shares

 

 

7.

 

SOLE DISPOSITIVE POWER

0

 

8.

 

SHARED DISPOSITIVE POWER

See Row 6 above

 

9.

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

See Row 6 above

 

10.

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

¨

 

11.

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

9.0%

 

12.

 

TYPE OF REPORTING PERSON

IN; HC

 

 

 

 

 

CUSIP No. 68829A202 13G Page 4 of 8 Pages

 

Item 1(a)Name of Issuer
 Osiris Acquisition Corp.

 

Item 1(b) Address of Issuer’s Principal Executive Offices
  95 5th Avenue, 6th Floor, New York, NY 10003

 

Item 2(a)Name of Person Filing
This Schedule 13G is being jointly filed by GFNCI LLC (“GFNCI”) and Mr. Kenneth Griffin (collectively with GFNCI, the “Reporting Persons”) with respect to shares of Class A common stock of the above-named issuer.
  
 The filing of this statement shall not be construed as an admission that any of the Reporting Persons is the beneficial owner of any securities covered by the statement other than the securities actually owned by such person (if any).

 

Item 2(b)Address of Principal Business Office
The address of the principal business office of each of the Reporting Persons is c/o Citadel Enterprise Americas LLC, 131 S. Dearborn Street, Chicago, Illinois 60603.

 

Item 2(c)Citizenship
GFNCI is organized as a limited liability company under the laws of the State of Delaware. Mr. Griffin is a U.S. citizen.

 

Item 2(d) Title of Class of Securities
  Class A common stock, $0.0001 per share

 

Item 2(e)CUSIP Number
As of the date of this Schedule 13G, a CUSIP number for the issuer’s Class A common stock is not available. Initially, each of the Class A common stock and warrants to purchase Class A common stock will trade as a unit. The CUSIP number for the issuer’s units is 68829A202.

 

 

 

 

CUSIP No. 68829A202 13G Page 5 of 8 Pages

 

Item 3If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

(a)¨ Broker or dealer registered under Section 15 of the Exchange Act;

 

(b)¨ Bank as defined in Section 3(a)(6) of the Exchange Act;

 

(c)¨ Insurance company as defined in Section 3(a)(19) of the Exchange Act;

 

(d)¨ Investment company registered under Section 8 of the Investment Company Act;

 

(e)¨ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

 

(f)¨ An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

 

(g)¨ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

 

(h)¨ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

 

(i)¨ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

 

(j)¨ A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);

 

(k)¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
     
 If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ____________.

 

 

 

 

CUSIP No. 68829A202 13G Page 6 of 8 Pages

 

Item 4 Ownership

 

A.GFNCI LLC

 

(a)GFNCI LLC may be deemed to beneficially own 2,070,000 shares of Class A common stock.

 

(b)The number of shares GFNCI LLC may be deemed to beneficially own constitutes approximately 9.0% of the Class A common stock outstanding.
   
 (c)Number of shares as to which such person has:

 

(i)sole power to vote or to direct the vote: 0

 

(ii)shared power to vote or to direct the vote: 2,070,000

 

(iii)sole power to dispose or to direct the disposition of: 0

 

(iv)shared power to dispose or to direct the disposition of: 2,070,000

 

B.Kenneth Griffin

 

(a)Mr. Griffin may be deemed to beneficially own 2,070,029 shares of Class A common stock.

 

(b)The number of shares Mr. Griffin may be deemed to beneficially own constitutes approximately 9.0% of the Class A common stock outstanding.

 

(c)Number of shares as to which such person has:

 

(i)sole power to vote or to direct the vote: 0

 

(ii)shared power to vote or to direct the vote: 2,070,029

 

(iii)sole power to dispose or to direct the disposition of: 0

 

(iv)shared power to dispose or to direct the disposition of: 2,070,029

 

Item 5Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ¨.

 

Item 6Ownership of More than Five Percent on Behalf of Another Person
 Not Applicable

 

Item 7Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company
 See Item 2 above

 

 

 

 

CUSIP No. 68829A202 13G Page 7 of 8 Pages

 

Item 8Identification and Classification of Members of the Group
 Not Applicable

 

Item 9Notice of Dissolution of Group
 Not Applicable

 

Item 10Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

 

 

CUSIP No. 68829A202 13G Page 8 of 8 Pages

 

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

Dated this 28th day of May, 2021.

 

GFNCI LLC  

KENNETH GRIFFIN

     
By: /s/ Gerald Beeson   By: /s/ Gregory Johnson
  Gerald Beeson, Authorized Signatory     Gregory Johnson, attorney-in-fact*

 

 

*        Gregory Johnson is signing on behalf of Kenneth Griffin as attorney-in-fact pursuant to a power of attorney previously filed with the Securities and Exchange Commission, and hereby incorporated by reference herein. The power of attorney was filed as an attachment to a filing by Citadel Advisors LLC on Schedule 13G for Jaws Acquisitions Corp. on February 1, 2021.