10-Q

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 September 30, 2022

☐ 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 November 14, 2022, 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.

OSIRIS ACQUISITION CORP.

FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2022

TABLE OF CONTENTS

	Page
PART I – FINANCIAL INFORMATION	1
Item 1. Financial Statements.	1
Condensed Balance Sheets as of September 30, 2022 (unaudited) and December 31, 2021	1
Condensed Statements of Operations for the Three and Nine Months Ended September 30, 2022 and 2021 (unaudited)	2
Condensed Statements of Changes in Stockholders’ Equity (Deficit) for the Three and Nine Months Ended September 30, 2022 and 2021 (unaudited)	3
Condensed Statements of Cash Flows for the Nine Months ended September 30, 2022 and 2021 (unaudited)	4
Notes to Unaudited Condensed Financial Statements	5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3. Quantitative and Qualitative Disclosures About Market Risk	24
Item 4. Controls and Procedures Evaluation of Disclosure 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.	27
Item 3. Defaults Upon Senior Securities.	27
Item 4. Mine Safety Disclosures.	27
Item 5. Other Information.	27
Item 6. Exhibits	27
SIGNATURES	28

i

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

OSIRIS ACQUISITION CORP.

CONDENSED BALANCE SHEETS

	September 30,		December 31,
	2022		2021
ASSETS	(unaudited)
Current assets:
Cash	$	50,096	$	639,843
Prepaid expenses		225,579		459,575
Due from Sponsor		59		59
Total current assets		275,734		1,099,477
Forward purchase asset		—		90,500
Investments held in Trust Account		231,336,755		230,040,937
Total assets	$	231,612,489	$	231,230,914
LIABILITIES, COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable and accrued expenses	$	1,234,270	$	712,774
Accrued offering costs		474,561		431,000
Note payable – Sponsor		1,200,000		—
Total current liabilities		2,908,831		1,143,774
Deferred underwriting compensation		8,050,000		8,050,000
Forward purchase liability		646,500		—
Derivative warrant liabilities		2,593,240		10,183,520
Total liabilities		14,198,571		19,377,294
Commitments and contingencies
Class A common stock subject to possible redemption (23,000,000 shares at approximately $10.04 and $10.00 per share redemption value as of September 30, 2022 and December 31, 2021, respectively)		230,960,467		230,000,000
Stockholders’ deficit:
Preferred shares, $0.0001 par value, 1,000,000 shares authorized, no non-redeemable shares issued and outstanding		—		—
Class A common stock, $0.0001 par value, 540,000,000 shares authorized, none issued and outstanding September 30, 2022 and December 31, 2021 (excluding 23,000,000 shares subject to possible redemption at September 30, 2022 and December 31, 2021)		—		—
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		(13,547,124)		(18,146,955)
Total stockholders’ deficit		(13,546,549)		(18,146,380)
Total liabilities, common stock subject to possible redemption and stockholders’ deficit	$	231,612,489	$	231,230,914

See accompanying notes to these unaudited condensed financial statements.

1

OSIRIS ACQUISITION CORP.

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2022		2021		2022		2021
EXPENSES
Administrative fee - related party	$	30,000	$	30,000	$	90,000	$	45,000
General and administrative		468,769		478,109		2,431,044		759,268
TOTAL EXPENSES		498,769		508,109		2,521,044		804,268
OTHER INCOME (EXPENSES)
Interest earned on Investments held in Trust Account		1,132,777		5,376		1,514,086		7,326
Transaction costs associated with warrant liabilities		—		—		—		(591,948)
Change in fair value of derivative warrant liabilities and forward purchase agreement		173,790		5,802,479		6,853,280		6,158,319
TOTAL OTHER INCOME (EXPENSES) - NET		1,306,567		5,807,855		8,367,366		5,573,697
INCOME BEFORE INCOME TAXES		807,798		5,299,746		5,846,322		4,769,429
Income tax provision		(286,024)		—		(286,024)		—
Net income	$	521,774	$	5,299,746	$	5,560,298	$	4,769,429
Weighted average number of shares of Class A common stock outstanding, basic and diluted		23,000,000		23,000,000		23,000,000		11,373,626
Basic and diluted net income per share of Class A common stock	$	0.02	$	0.18	$	0.19	$	0.28
Weighted average number of shares of Class B common stock outstanding, basic and diluted		5,750,000		5,750,000		5,750,000		5,750,000
Basic and diluted net income per share of Class B common stock	$	0.02	$	0.18	$	0.19	$	0.28

See accompanying notes to these unaudited condensed financial statements.

2

OSIRIS ACQUISITION CORP.

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

(UNAUDITED)

For the Three Months ended September 30, 2022

	Class B			Additional
	Common Stock			Paid-in		Accumulated		Stockholders’
	Shares	Amount		Capital		Deficit		Deficit
Balance as of June 30, 2022	5,750,000	$	575	$	—	$	(13,190,288)	$	(13,189,713)
Change in value of Class A common stock to redemption value	—		—		—		(878,610)		(878,610)
Net income	—		—		—		521,774		521,774
Balance as of September 30, 2022	5,750,000	$	575	$	—	$	(13,547,124)	$	(13,546,549)

For the Three Months ended September 30, 2021

	Class B			Additional
	Common Stock			Paid-in		Accumulated		Stockholders’
	Shares	Amount		Capital		Deficit		Deficit
Balance as of June 30, 2021	5,750,000	$	575	$	—	$	(22,426,627)	$	(22,426,052)
Net income	—		—		—		5,299,746		5,299,746
Balance as of September 30, 2021	5,750,000	$	575	$	—	$	(17,126,881)	$	(17,126,306)

For the Nine Months ended September 30, 2022

	Class B			Additional
	Common Stock			Paid-in		Accumulated		Stockholders’
	Shares	Amount		Capital		Deficit		Deficit
Balance as of January 1, 2022	5,750,000	$	575	$	—	$	(18,146,955)	$	(18,146,380)
Change in value of Class A common stock to redemption value	—		—		—		(960,467)		(960,467)
Net income	—		—		—		5,560,298		5,560,298
Balance as of September 30, 2022	5,750,000	$	575	$	—	$	(13,547,124)	$	(13,546,549)

For the Nine Months ended September 30, 2021

	Class B			Additional
	Common Stock			Paid-in		Accumulated		Stockholders’
	Shares	Amount		Capital		Deficit		Equity (Deficit)
Balance as of January 1, 2021	5,750,000	$	575	$	24,425	$	(2,069)	$	22,931
Excess of proceeds received over fair value of private warrant liabilities	—		—		959,157		—		959,157
Change in value of Class A common stock to redemption value	—		—		(983,582)		(21,894,241)		(22,877,823)
Net income	—		—		—		4,769,429		4,769,429
Balance as of September 30, 2021	5,750,000	$	575	$	—	$	(17,126,881)	$	(17,126,306)

See accompanying notes to these unaudited condensed financial statements.

3

OSIRIS ACQUISITION CORP.

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	For the Nine Months Ended
	September 30,
	2022		2021
Cash Flows From Operating Activities:
Net income	$	5,560,298	$	4,769,429
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on Investments held in Trust Account		(1,514,086)		(7,326)
Transaction costs associated with warrant liabilities		—		591,948
Change in fair value of derivative liabilities and forward purchase agreement		(6,853,280)		(6,158,319)
Changes in operating assets and liabilities:
Prepaid expenses		233,996		(548,007)
Accrued offering costs		43,561		431,000
Accounts payable and accrued expenses		521,496		603,691
Net Cash Used in Operating Activities		(2,008,015)		(317,584)
Cash Flows From Investing Activities:
Cash deposited into Trust Account		—		(230,000,000)
Cash withdrawn from Trust Account to pay franchise taxes		218,268		—
Due from Sponsor		—		(5,420)
Net Cash Provided by (Used in) Investing Activities		218,268		(230,005,420)
Cash Flows From Financing Activities:
Sale of Units in Public Offering, net of underwriting discount		—		224,350,761
Sale of Private Placement Warrants to Sponsor		—		6,600,000
Proceeds from note payable - Sponsor		1,600,000		—
Repayment of note payable - Sponsor		(400,000)		—
Net Cash Provided by Financing Activities		1,200,000		230,950,761
Net change in cash		(589,747)		627,757
Cash at beginning of period		639,843		25,000
Cash at end of period	$	50,096	$	652,757
Supplemental disclosure of non-cash financing activities:
Deferred underwriting costs	$	—	$	8,050,000

See accompanying notes to these unaudited condensed financial statements.

4

OSIRIS ACQUISITION CORP.

SEPTEMBER 30, 2022

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

NOTE 1.    DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN

Osiris Acquisition Corp. (the “Company”) was incorporated in Delaware on October 22, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Initial Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating an Initial Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of September 30, 2022, the Company had not commenced any operations. All activity for the period from October 22, 2020 (inception) through September 30, 2022 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below, and identifying a target company for a business combination. The Company will not generate any operating revenues until after the completion of its Initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.

Sponsor and Initial Public Offering

On May 18, 2021, the Company consummated the Initial Public Offering of 23,000,000 units (“Units” and, with respect to the common stock included in the Units being offered, the “Public Shares” and the “Public Warrants,” respectively), generating gross proceeds of $230,000,000, which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the private sale (the “Private Placement”) of 6,600,000 warrants at a price of $1.00 per Private Placement Warrant in a private placement to the Sponsor (as defined below). Upon the closing of the Initial Public Offering and the private placement, $230,000,000 was placed in a trust account (the “Trust Account”) (discussed below).

The Company’s sponsor is Osiris Sponsor, LLC., a Delaware limited partnership (the “Sponsor”). The Company intends to finance its Initial Business Combination with proceeds from the $230,000,000 initial public offering of Units (as defined in Note 4 below) and the $6,600,000 private placement (Note 5).

Trust Account

Following the closing of the Initial Public Offering on May 18, 2021, an amount of $230,000,000 from the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement was placed in a Trust Account which are invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of an Initial Business Combination or (ii) the distribution of the Trust Account, as described below.

The Company has 24 months from the closing of the Initial Public Offering to complete an Initial Business Combination (the “Combination Period”). If the Company has not completed an Initial Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There are no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete an Initial Business Combination within the Combination Period.

5

OSIRIS ACQUISITION CORP.

SEPTEMBER 30, 2022

Initial Business Combination

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating an Initial Business Combination. There is no assurance that the Company will be able to complete an Initial Business Combination successfully. The Company must complete one or more business combinations with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account). The Company will only complete an Initial Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. The net proceeds of the Initial Public Offering are held in a Trust Account located in the United States and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of an Initial Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below.

The Company will provide the holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of an Initial Business Combination either (i) in connection with a stockholder meeting called to approve the Initial Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of an Initial Business Combination or conduct a tender offer will be made by the Company. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There are no redemption rights with respect to the Company’s warrants. The Public Shares subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”

If the Company seeks stockholder approval of an Initial Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Articles of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to 15% or more of the Public Shares without the Company’s prior written consent.

The Company will not redeem Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. If the Company seeks stockholder approval of the Initial Business Combination, the Company will proceed with an Initial Business Combination if a majority of the shares voted are voted in favor of the Initial Business Combination, or such other vote as required by law or stock exchange rule. If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing an Initial Business Combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with an Initial Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 6) and any Public Shares purchased during or after the Initial Public Offering in favor of approving an Initial Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction.

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OSIRIS ACQUISITION CORP.

SEPTEMBER 30, 2022

The Sponsor has agreed (a) to waive its redemption rights with respect to the Founder Shares and Public Shares held by it in connection with the completion of an Initial Business Combination, (b) to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete an Initial Business Combination within 24 months from the closing of the Initial Public Offering and (c) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with an Initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete an Initial Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete an Initial Business Combination within the Combination Period.

The Company will have to complete an Initial Business Combination within the Combination Period. If the Company has not completed an Initial Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There are no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete an Initial Business Combination within the Combination Period.

In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered public accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Going Concern Considerations, Liquidity and Capital Resources

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 intended by management. 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 $2.6 million and cash and cash equivalents of approximately $50,100.

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OSIRIS ACQUISITION CORP.

SEPTEMBER 30, 2022

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.

NOTE 2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC.

Certain information and note disclosures normally included in the financial statements prepared in accordance with US GAAP have been condensed. As such, the information included in these financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K including the audited financial statements as of and for the year ended December 31, 2021 filed with the SEC on March 29, 2022. In the opinion of the Company’s management, these condensed financial statements include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the financial position of the Company as of September 30, 2022 and its results of operations and cash flows for the nine months ended September 30, 2022. The results of operations for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2022 or any future periods.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of the unaudited condensed financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed balance sheets.

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OSIRIS ACQUISITION CORP.

SEPTEMBER 30, 2022

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed balance sheet, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. One of the more significant accounting estimates included in these condensed financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2022 and December 31, 2021.

Investments Held in Trust Account

At September 30, 2022 and December 31, 2021, the Company had approximately $231.3 million and $230.0 million, respectively, in investments held in the Trust Account. The Company’s portfolio of investments held in the Trust Account are invested in U.S. government securities, within the meaning set forth in Section 2(a) (16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a- 7 of the Investment Company Act. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in the Trust Account are included in Interest earned on Investments held in Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.

Class A Common Stock Subject to Possible Redemption

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ deficit. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2022 and December 31, 2021, Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed balance sheets.

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OSIRIS ACQUISITION CORP.

SEPTEMBER 30, 2022

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A common stock resulted in charges against additional paid-in capital and accumulated deficit.

At September 30, 2022 and December 31, 2021, the Class A common stock reflected in the condensed balance sheets are reconciled in the following table:

Gross proceeds	$	230,000,000
Less:
Class A common stock issuance costs		(9,770,532)
Proceeds allocated to Public Warrants		(13,107,291)
		(22,877,823)
Plus:
Accretion of carrying value to redemption value		22,877,823
Class A common stock subject to possible redemption, December 31, 2021		230,000,000
Change in carrying value to redemption value		960,467
Class A common stock subject to possible redemption, September 30, 2022	$	230,960,467

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. As of September 30, 2022 and December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

Net Income per Share of Common Stock

The Company complies with accounting and disclosure requirements of ASC 260, “Earnings Per Share.” Earnings and losses are shared pro rata between the two classes of shares. Net income per common share, basic and diluted, for each class of Common stock is calculated by dividing the proportionate share of income or loss by the weighted average number of Common stock for that class of stock outstanding since original issuance. This presentation assumes a business combination as the most likely outcome.

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OSIRIS ACQUISITION CORP.

SEPTEMBER 30, 2022

The calculation of diluted income per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. As of September 30, 2022 and 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company.

The following table reflects the calculation of basic and diluted net income per common stock (in dollars, except per share amounts):

	For the Three Months Ended				For the Three Months Ended
	September 30, 2022				September 30, 2021
	Class A		Class B		Class A		Class B
Basic and diluted net income per share of common stock Numerator:
Allocation of net income	$	417,419	$	104,355	$	4,239,797	$	1,059,949
Denominator: Basic and diluted weighted average shares outstanding		23,000,000		5,750,000		23,000,000		5,750,000
Basic and diluted net income per share of common stock	$	0.02	$	0.02	$	0.18	$	0.18

	For the Nine Months Ended				For the Nine Months Ended
	September 30, 2022				September 30, 2021
	Class A		Class B		Class A		Class B
Basic and diluted net income per share of common stock Numerator:
Allocation of net income	$	4,448,238	$	1,112,060	$	3,167,855	$	1,601,574
Denominator: Basic and diluted weighted average shares outstanding		23,000,000		5,750,000		11,373,626		5,750,000
Basic and diluted net income per share of common stock	$	0.19	$	0.19	$	0.28	$	0.28

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. The Company’s derivative instruments are recorded at fair value as of the Initial Public Offering (May 18, 2021) and re-valued at each reporting date, with changes in the fair value reported in the condensed statements of operations. Derivative assets and liabilities are classified on the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined the Warrants and the Forward Purchase Agreement are derivative instruments. As the Warrants and the Forward Purchase Agreement meet the definition of a derivative, the Warrants and the Forward Purchase Agreement are measured at fair value at issuance and at each reporting date in accordance with ASC 820, Fair Value Measurement, with changes in fair value recognized in the statement of operations in the period of change.

Warrant Instruments

The Company accounts for the Public Warrants, the Private Placement Warrants and the Forward Purchase Agreement issued in connection with the Initial Public Offering and the Private Placement in accordance with the guidance contained in FASB ASC 815, “Derivatives and Hedging” whereby under that provision the Public Warrants, the Private Placement Warrants and the Forward Purchase Agreement do not meet the criteria for equity treatment and must be recorded as an asset or a liability. Accordingly, the Company classifies the instruments as an asset or a liability at fair value and adjust the instrument to fair value at each reporting period. This liability will be re-measured at each balance sheet date until the Public Warrants, the Private Placement Warrants and the Forward Purchase Agreement are exercised or expire, and any change in fair value will be recognized in the Company’s statement of operations. The fair value of the Public Warrants are valued using the publicly traded price of the Company’s stock. The Private Placement Warrants and the Forward Purchase Agreement will be estimated using a modified Black-Scholes model and an internal valuation model, respectively. The Company’s valuation model utilizes inputs and other assumptions and may not be reflective of the price at which they can be settled. Such warrant classification is also subject to re-evaluation at each reporting period.

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OSIRIS ACQUISITION CORP.

SEPTEMBER 30, 2022

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy (the “Fair Value Hierarchy”), which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

As of September 30, 2022 and December 31, 2021, the carrying values of cash, prepaid expenses, accounts payable and accrued offering costs, advances from related parties and notes payable approximate their fair values primarily due to the short-term nature of the instruments. The Company’s investments held in Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in a money market funds that comprise only U.S. treasury securities and are recognized at fair value. See Note 10 for discussion of the fair value of the forward purchase asset and derivative warrant liabilities.

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 unaudited condensed financial statements.

NOTE 3.    INITIAL PUBLIC OFFERING

Pursuant to the Initial Public Offering, the Company sold 23,000,000 Units at a purchase price of $10.00 per Unit generating gross proceeds to the Company in the amount of $230,000,000. Each Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one-half of one redeemable warrant of the Company (each whole warrant, a “Warrant”), with each whole Warrant entitling the holder thereof to purchase one whole share of Class A Common Stock at a price of $11.50 per share, subject to adjustment.

NOTE 4.    PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the Company consummated the private sale (the “Private Placement”) of an aggregate of 6,600,000 Private Placement Warrants (the “Private Placement Warrants” or “Private Warrants”) to the Sponsor at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company in the amount of $6,600,000.

A portion of the proceeds from the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete an Initial Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will be worthless.

The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Shares until 30 days after the completion of the initial Business Combination.

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OSIRIS ACQUISITION CORP.

SEPTEMBER 30, 2022

NOTE 5.    RELATED PARTY TRANSACTIONS

Founder Shares

On December 5, 2020, the Sponsor purchased 8,625,000 shares (the “Founder Shares”) of the Company’s Class B common stock for an aggregate price of $25,000. In February 2021, the Sponsor surrendered 1,437,500 Founder Shares. In March 2021, the Sponsor sold 718,750 Founder Shares to the Company’s president, 300,000 shares to the chairman, 359,375 shares to the lead director and 40,000 Founder Shares to each of the three other independent directors at a purchase price of $0.003 per share. In May 2021, certain of the Company’s initial stockholders, including the Sponsor, forfeited 575,000 Founder Shares to the Company for no consideration, resulting in the initial stockholders, including our Sponsor, owning an aggregate of 6,612,500 Founder Shares. The Founder Shares included an aggregate of up to 862,500 shares that were subject to forfeiture to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the number of Founder Shares will equal, on an as-converted basis, approximately 20% of the Company’s issued and outstanding common stock after the Initial Public Offering (assuming the Sponsor does not purchase any Public Shares in the Initial Public Offering). All share and per share amounts have been retroactively restated to reflect these changes. In July 2021, the Underwriters’ over-allotment option expired and as a result the Sponsor forfeited 862,500 Class B common stock.

The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of an Initial Business Combination and (B) subsequent to an Initial Business Combination, (x) if the closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30- trading day period commencing at least 150 days after an Initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property.

Administrative Services Agreement

The Company entered into an agreement, commencing on the effective date of the Initial Public Offering, to pay an affiliate of the Sponsor a total of $10,000 per month for office space, utilities, secretarial and administrative support. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. The Company incurred $30,000 for such expenses under the administrative services agreement for the three months ended September 30, 2022 and 2021. The Company incurred $90,000 and $45,000 for such expenses under the administrative services agreement for the nine months ended September 30, 2022 and 2021, respectively. As of September 30, 2022 and December 31, 2021, there is $165,000 and $75,000 outstanding, respectively, which is included in accounts payable and accrued expenses on the accompanying unaudited condensed balance sheets.

Advances from Related Party

During the nine months ended September 30, 2021, the Company paid an affiliate of the Sponsor for certain operating costs totaling $5,420 on behalf of the Sponsor. The Sponsor repaid the Company $5,361 in October 2021. During the three and nine months ended September 30, 2022, the Company did not pay any expenses on behalf of the Sponsor. As of September 30, 2022 and December 31, 2021, there is $59 due from the Sponsor.

Related Party Loans

On December 5, 2020, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note is non-interest bearing and payable on the earlier of (i) September 30, 2021 or (ii) the consummation of the Initial Public Offering. As of September 30, 2022 and December 31, 2021, there was no balance outstanding under the Promissory Note. The Company no longer has access to funds under the note since it expired upon closing of the Initial Public Offering.

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OSIRIS ACQUISITION CORP.

SEPTEMBER 30, 2022

In order to finance transaction costs in connection with an Initial Business Combination, the Company’s Sponsor or an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of an Initial Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes and any other loans made by the Sponsor or its affiliates (including the loans made to effectuate extensions as described below), the Company’s officers and directors, or the Company’s and their affiliates prior to or in connection with an Initial Business Combination may be converted upon consummation of an Initial Business Combination into additional Private Placement Warrants at a price of $10.00 per Unit. In the event that an Initial Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

On April 12, 2022, the Sponsor agreed to loan the Company an aggregate of up to $1,600,000 (the “April Note”). The April Note bears interest at a rate of 0.96% per annum and is payable on the earlier of an Initial Business Combination or the liquidation of the Company. As of September 30, 2022, the outstanding balance on the April Note was $1,200,000 which is included in Note payable – Sponsor on the accompanying unaudited condensed balance sheets. On October 12 2022, the Sponsor agreed to loan the Company an aggregate of $300,000 under the April Note.

NOTE 6.    COMMITMENTS AND CONTINGENCIES

Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19 pandemic and the conflict in Ukraine and the surrounding region, and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Inflation Reduction Act of 2022

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.

Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and inhibit the Company’s ability to complete a Business Combination.

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OSIRIS ACQUISITION CORP.

SEPTEMBER 30, 2022

Registration Rights

The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Initial Public Offering requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion into shares of Class A common stock). The holders of these securities are entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of an Initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering our securities. The Company will bear the expenses incurred in connection with the filing of any such registration statement.

Underwriting Agreement

The Company granted the underwriters a 45-day option from the date of Initial Public Offering to purchase up to 3,450,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. In July 2021, the option to exercise the overallotment expired.

The underwriters were paid a cash underwriting discount of $0.20 per Unit, or $4,600,000 in the aggregate, payable upon the closing of the Initial Public Offering. In addition, the underwriters are entitled to a deferred fee of $0.35 per Unit, or $8,050,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an Initial Business Combination, subject to the terms of the underwriting agreement.

Forward Purchase Agreement

The Company entered into a forward purchase agreement (a “Forward Purchase Agreement”) with its Sponsor, which provides for the purchase of up to $50,000,000 of units, with each unit consisting of one share of Class A common stock (the “forward purchase shares”) and one-half of one redeemable warrant (the “forward purchase warrants”) to purchase one share of Class A common stock, at $11.50 per share, subject to adjustment, for a purchase price of $10.00 per unit, in a private placement to occur in connection with the closing of an Initial Business Combination. The amount of forward purchase units to be purchased by the Sponsor under the forward purchase agreement may be increased at our request at any time prior to an Initial Business Combination, but only if agreed to by the Sponsor in its sole discretion.

The forward purchase warrants have the same terms as the Private Placement Warrants so long as they are held by the Sponsor or its permitted transferees, and the forward purchase shares is identical to the shares of Class A common stock included in the Units being sold in the Initial Public Offering, except the forward purchase shares are subject to transfer restrictions and certain registration rights. Any forward purchase warrant held by holders other than the Sponsor or its permitted transferees have the same terms as the warrants included in the Units being sold in the Initial Public Offering.

The Sponsor’s commitment to purchase securities pursuant to the forward purchase agreement is intended to provide the Company with a minimum funding level for an Initial Business Combination. The proceeds from the sale of the forward purchase securities may be used as part of the consideration to the sellers in an Initial Business Combination, expenses in connection with an Initial Business Combination or for working capital in the post-transaction company. Subject to the conditions in the forward purchase agreement, the purchase of the forward purchase securities will be a binding obligation of our sponsor, regardless of whether any shares of Class A common stock are redeemed by the public stockholders in connection with an Initial Business Combination.

The Company classifies the Forward Purchase agreement as an asset or liability, in accordance with the guidance contained in ASC 815-40, at its fair value and will allocate a portion of the proceeds from the issuance of the Units equal to its fair value determined by the Monte Carlo simulation. This asset is subject to re-measurement at each balance sheet date. With each such re-measurement, the asset will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the Forward Purchase Agreement will be reclassified as of the date of the event that causes the reclassification.

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OSIRIS ACQUISITION CORP.

SEPTEMBER 30, 2022

NOTE 7.    STOCKHOLDERS’ DEFICIT

Preferred Stock  — The Company is authorized to issue 1,000,000 preferred shares with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s Board of Directors. At September 30, 2022 and December 31, 2021, there were no preferred shares issued or outstanding.

Class A Common Stock  — The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. At September 30, 2022 and December 31, 2021, there were 23,000,000 shares of the Class A Common Stock issued and outstanding, all of which were classified as temporary equity in the accompanying condensed balance sheets.

Class B Common Stock — The Company is authorized to issue 60,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of Class B common stock are entitled to one vote for each share.At September 30, 2022 and December 31, 2021, there were 5,750,000 shares of Class B common stock issued and outstanding.

Holders of Class B common stock will have the right to elect all of the Company’s directors prior to an Initial Business Combination. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders except as otherwise required by law.

The shares of Class B common stock will automatically convert into Class A common stock at the time of an Initial Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to the closing of an Initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with an Initial Business Combination, including any Class A common stock to be sold pursuant to a Forward Purchase Agreement, but not any warrants sold pursuant to a Forward Purchase Agreement, excluding any shares or equity-linked securities issued, or to be issued, to any seller in an Initial Business Combination in consideration for such seller’s interest in the Initial Business Combination target and any Private Placement Warrants issued upon the conversion of Working Capital Loans made to the Company.

NOTE 8.    WARRANTS

Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of an Initial Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of an Initial Business Combination or earlier upon redemption or liquidation. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of an Initial Business Combination, it will use its reasonable best efforts to file with the SEC, and within 60 business days following an Initial Business Combination to have declared effective, a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use our reasonable best efforts to qualify the shares under applicable blue sky laws to the extent an exemption is not available.

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OSIRIS ACQUISITION CORP.

SEPTEMBER 30, 2022

The Private Placement Warrants are identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of an Initial Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants are exercisable on a cashless basis and are non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants are redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

Redemption of Warrants for Cash. Once the warrants become exercisable, the Company may redeem for cash the outstanding Public Warrants:

● in whole and not in part;

● at a price of $0.01 per Public Warrant;

● upon a minimum of 30 days’ prior written notice of redemption, or the 30-day redemption period, to each warrant holder; and

● if, and only if, the closing price of our Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30- trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuances of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete an Initial Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

The Company accounts for the 18,100,000 warrants issued in connection with the Initial Public Offering (the 11,500,000 Public Warrants and the 6,600,000 Private Placement Warrants assuming the underwriters’ over-allotment option is not exercised) in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, the Company classified each warrant as a liability at its fair value. This liability is subject to re-measurement at each balance sheet date. With each such re- measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations.

The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the closing of the Initial Public Offering. Accordingly, the Company will classify each warrant as a liability at its fair value and the warrants will be allocated a portion of the proceeds from the issuance of the Units equal to its fair value determined by the Monte Carlo simulation model to value the Public Warrants and a Black-Scholes model to value the Private Placement Warrants. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification.

17

OSIRIS ACQUISITION CORP.

SEPTEMBER 30, 2022

NOTE 9.    FAIR VALUE MEASUREMENTS

The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.

The following table presents information about the Company’s assets and liabilities that are measured at fair value at September 30, 2022 and December 31, 2021, and indicates the Fair Value Hierarchy of the valuation inputs the Company utilized to determine such fair value:

		September 30,		December 31,
Description:	Level	2022		2021
Assets:
Investments held in Trust Account	1	$	231,336,755	$	230,040,937
Forward Purchase Asset	3	$	—	$	90,500
Liabilities:
Warrant liability - Private Placement Warrants	3	$	1,098,240	$	3,743,520
Warrant liability - Public Warrants	1	$	—	$	6,440,000
Warrant liability - Public Warrants	2	$	1,495,000	$	—
Forward Purchase Liability	3	$	646,500	$	—

Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. As of September 30, 2022 and December 31, 2021, the Public Warrants were valued using the publicly available price for the Warrant. Due to low trading activity during the three and nine months ended September 30, 2022, the Public Warrants were transferred to Level 2 on the Fair Value Hierarchy from Level 1 where they were classified at December 31, 2021.

The Public Warrants, Private Placement Warrants and the forward purchase units were accounted for as assets or liabilities in accordance with ASC 815-40 and are presented within assets or liabilities on the condensed balance sheets. The warrant liabilities and the forward purchase units are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of derivative instruments in the condensed statement of operations.

Upon consummation of the Initial Public Offering, the Company used a Monte Carlo simulation model to value the Public Warrants and a modified Black-Scholes model to value the Private Placement Warrants. In order to value the forward purchase asset, the Company used a valuation method which considers the reconstructed unit price (the total fair value of common stock and half the Private Warrant value) and multiple assumptions such as risk-free rate and time to Initial Business Combination. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A Common Stock and one-half of one Public Warrant), (ii) the sale of Private Warrants, and (iii) the issuance of Class B Common Stock, first to the warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to Class A Common Stock subject to possible redemption (temporary equity) and Class B Common Stock (permanent equity) based on their relative fair values at the initial measurement date. The Public Warrants, Private Placement Warrants and forward purchase warrants were classified within Level 3 of the Fair Value Hierarchy at the initial measurement date due to the use of unobservable inputs.

As of September 30, 2022, the Public Warrants were valued using the publicly available price for the Warrant and are classified as Level 2 on the Fair Value Hierarchy. As of December 31, 2021, the Public Warrants were valued using the publicly available price for the Warrant and are classified as Level 1 on the Fair Value Hierarchy. As September 30, 2022 and December 31, 2021, the Company used a modified Black-Scholes model to value the Private Placement Warrants. The Company relied upon the implied volatility of the Public Warrants and the closing share price at September 30, 2022 and December 31, 2021 to estimate the volatility for the Private Placement Warrants. As of September 30, 2022 and December 31, 2021, the Private Placement Warrants were classified within Level 3 of the Fair Value Hierarchy at the measurement dates due to the use of unobservable inputs. As of September 30, 2022 and December 31, 2021, the forward purchase warrants were valued using a valuation method which considers the reconstructed unit price (the total fair value of common stock and half the Private Warrant value) and multiple assumptions such as risk-free rate and time to Initial Business Combination. As of September 30, 2022 and December 31, 2021, the forward purchase warrants were classified within Level 3 of the Fair Value Hierarchy at the measurement dates due to the use of unobservable inputs.

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OSIRIS ACQUISITION CORP.

SEPTEMBER 30, 2022

The table below provides a summary of the changes in fair value, including net transfers in and/or out, of all financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the three and nine months ended September 30, 2022 and 2021.

	Fair Value
	Measurement
	Using Level 3
Forward purchase asset (liability)	Inputs Total
Balance, December 31, 2021	$	90,500
Change in fair value of forward purchase agreement		(737,000)
Balance, net, September 30, 2022	$	(646,500)

	Fair Value
	Measurement
	Using Level 3
Derivative warrant liability	Inputs Total
Balance, December 31, 2021	$	3,743,520
Change in fair value of derivative liabilities		(2,645,280)
Balance, net, September 30, 2022	$	1,098,240

	Fair Value
	Measurement
	Using Level 3
	Inputs Total
Balance, December 31, 2020	$	—
Derivative liabilities recorded on issuance of derivative warrants and forward purchase agreement		15,411,375
Transfer to Level 1		(5,646,500)
Change in fair value of derivative liabilities		(5,802,479)
Balance, net, September 30, 2021	$	3,606,556

At September 30, 2022 and December 31, 2021, the fair value of the derivative feature of the warrants was calculated using the following weighted average assumptions:

	September 30, 2022		December 31, 2021
Risk-free interest rate	2.48-4.03	%	0.08-1.12	%
Expected life of grants	5.44	years	5.69	years
Expected volatility of underlying stock	2.0	%	10.2	%
Dividends	0	%	0	%

At September 30, 2022 and December 31, 2021, the fair value of the derivative feature of the warrants was calculated using the following weighted average assumptions:

	September 30, 2022			December 31, 2021
Implied Stock Price	$	9.80		$	9.68
Concluded Value of Private Warrants	$	0.17		$	0.57
Concluded Unit Value	$	9.89		$	9.96
Risk-free interest rate		3.95	%		0.27	%
Expected life of forward purchase agreement		0.63	years		0.69	years

19

OSIRIS ACQUISITION CORP.

SEPTEMBER 30, 2022

As of September 30, 2022 and December 31, 2021, the forward purchase liability was $646,500 and forward purchase asset was $90,500, respectively. As of September 30, 2022 and December 31, 2021, the derivative liability was $2,593,240 and $10,183,520, respectively. In addition, for the three months ended September 30, 2022 and 2021, the Company recorded $173,790 as a loss and $5,802,479 as a gain on the change in fair value of the derivative instruments on the condensed statements of operations, respectively. In addition, for the nine months ended September 30, 2022 and 2021, the Company recorded $6,853,280 and $6,158,319 as a gain on the change in fair value of the derivative instruments on the unaudited condensed statements of operations, respectively.

NOTE 10.    SUBSEQUENT EVENTS

On October 12, 2022, the Sponsor agreed to loan the Company an aggregate of $300,000 under the April Note. See Note 5.

On October 21, 2022, the Company filed a preliminary proxy statement announcing a meeting of the Company’s stockholders (the “Extension Meeting”) to consider and vote upon a proposal to amend the Company’s amended and restated certificate of incorporation to extend the date by which the Company must (i) consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company and one or more businesses, (ii) cease its operations if it fails to complete such business combination, and (iii) redeem or repurchase 100% of the Company’s Class A common stock included as part of the units sold in the Company’s initial public offering that was consummated on May 18, 2021, from May 18, 2023 to May 18, 2024 (the “Extension Amendment Proposal”). For additional information regarding the Extension Meeting and the Extension Amendment Proposal, refer to the Company’s preliminary proxy statement, as filed with the SEC on October 21, 2022 and to the Company’s definitive proxy statement once filed with the SEC.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

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

21

● 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.

22

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.

23

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.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As of September 30, 2022, we were not subject to any market or interest rate risk. Following the consummation of our Initial Public Offering, the net proceeds of our Initial Public Offering, including amounts in the Trust Account, have been invested in U.S. government treasury bills, notes or bonds with a maturity of 185 days or less or in certain money market funds that invest solely in U.S. treasuries. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.

24

Item 4. Controls and Procedures Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended September 30, 2022, as such term is defined in Rules 13a-15(e) and 15d- 15(e) under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial and accounting officer have concluded the Company’s disclosure controls and procedures were effective as of September 30, 2022.

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting that occurred during the fiscal quarter ended September 30, 2022 covered by this Quarterly Report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

25

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

Factors that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks described in the Company’s Annual Report. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our Annual Report, except we may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.

The Excise Tax included in the Inflation Reduction Act of 2022 (the “IR Act”) may decrease the value of our securities, hinder our ability to consummate an initial business combination, and decrease the amount of funds available for distribution to our stockholders in the event of a liquidation or in connection with redemptions of our common stock after December 31, 2022.

On August 16, 2022, President Biden signed into law the IR Act, which, among other things, imposes a 1% excise tax on the fair market value of stock repurchased by publicly traded U.S. corporations and certain U.S. subsidiaries of publicly traded non-U.S. corporations beginning in 2023, with certain exceptions (the “Excise Tax”). Because we are a Delaware corporation and our securities trade on the NYSE, we are a “covered corporation” within the meaning of the IR Act. While not free from doubt, absent any further guidance from Congress or the U.S. Department of the Treasury, there is significant risk that the Excise Tax will apply to any redemptions of our common stock after December 31, 2022, including redemptions in connection with an initial business combination and any amendment to our certificate of incorporation to extend the time to consummate an initial business combination, unless an exemption is available. In addition, the Excise Tax may make a transaction with us less appealing to potential business combination targets, and thus, potentially hinder our ability to enter into and consummate an initial business combination. Consequently, the value of your investment in our securities may decrease as a result of the Excise Tax. Further, the application of the Excise Tax in the event of a liquidation is uncertain and could impact the per-share amount that would otherwise be received by our stockholders in connection with our liquidation.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Unregistered Sales of Equity Securities

We have not sold any equity securities during the quarter ended September 30, 2022.

Use of Proceeds

On May 18, 2021, we consummated the initial public offering of 23,000,000 Units, each comprising of one share of Class A common stock, $0.0001 par value per share and one-half of one Public Warrant. The Units sold in the Initial Public Offering were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $230,000,000. Jefferies LLC and B. Riley Securities, Inc. acted as co-bookrunners of the offering. The securities in the offering were registered under the Securities Act on a registration statement on Form S-1 (No. 333-254997). The registration statement was declared effective on May 13, 2021.

We paid a total of $4,600,000 in underwriting discounts and commissions and approximately $1,000,000 for other costs and expenses related to the Initial Public Offering. In addition, the underwriters agreed to defer up to $8,050,000 in underwriting discounts and commissions.

Of the gross proceeds received from the Initial Public Offering, $225,400,000 was placed in the Trust Account established in connection with the Initial Public Offering.

There has been no material change in the planned use of proceeds from the Initial Public Offering as described in our final prospectus dated May 13, 2021, which was filed with the SEC.

26

For a description of the use of the proceeds generated in our Initial Public Offering, see Part I, Item 2 of this Quarterly Report.

Purchases of Equity Securities

We did not repurchase any shares of our equity securities during the quarter ended September 30, 2022.

Item 3. Defaults Upon Senior Securities.

None

Item 4. Mine Safety Disclosures.

Not Applicable.

Item 5. Other Information.

None.

Item 6. Exhibits

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

No.	Description of Exhibit
3.1	Second Amended and Restated Certificate of Incorporation of Osiris Acquisition Corp.(1)
4.1	Form of Specimen Unit Certificate.(2)
4.2	Form of Specimen Class A Common Stock Certificate.(2)
4.3	Form of Specimen Warrant Certificate.(2)
10.1	Letter Agreement, dated July 25, 2022, by and between the Company and Brad Bisca. (4)
10.2	Indemnification Agreement, dated July 26, 2022, by and between the Company and Brad Bisca. (4)
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 September 30, 2022, formatted in Inline Extensible Business Reporting Language (included with Exhibit 101).

* Filed herewith.

(1) Previously filed as an exhibit to our Current Report on Form 8-K filed on May 18, 2021 and incorporated by reference herein.

(2) Previously filed as an exhibit to our Registration Statement on Form S-1 filed on April 12, 2021 and incorporated by reference herein.

(3) Previously filed as an exhibit to our Quarterly Report on Form 10-Q filed on May 16, 2022 and incorporated by reference herein.

(4) Previously filed as an exhibit to our Current Report on Form 8-K filed on July 27, 2022 and incorporated by reference herein.

27

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	OSIRIS ACQUISITION CORP.
Date: November 14, 2022	By:	/s/ Benjamin E. Black
	Name:	Benjamin E. Black
	Title:	Chief Executive Officer (Principal Executive Officer)
Date: November 14, 2022	By:	/s/ Brad Bisca
	Name:	Brad Bisca
	Title:	Chief Financial Officer (Principal Financial Officer)

28

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Benjamin E. Black, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Osiris Acquisition Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and

(b) (Paragraph omitted pursuant to SEC Release Nos. 33-8238/34-47986 and 33-8392/34-49313);

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 14, 2022
	/s/ Benjamin E. Black
	Benjamin E. Black
	Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Brad Bisca, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Osiris Acquisition Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and

(b) (Paragraph omitted pursuant to SEC Release Nos. 33-8238/34-47986 and 33-8392/34-49313);

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 14, 2022
	/s/ Brad Bisca
	Brad Bisca
	Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Osiris Acquisition Corp. (the “Company”) on Form 10-Q for the quarterly period ended September 30, 2022, as filed with the Securities and Exchange Commission (the “Report”), I, Benjamin E. Black, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as added by §906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report.

Dated: November 14, 2022
	/s/ Benjamin E. Black
	Benjamin E. Black
	Chief Executive Officer

* The foregoing certification is being furnished solely pursuant to 18 U.S.C. §1350 and is not being filed as part of the Report or as a separate disclosure document.

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Osiris Acquisition Corp. (the “Company”) on Form 10-Q for the quarterly period ended September 30, 2022, as filed with the Securities and Exchange Commission (the “Report”), I, Brad Bisca, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as added by §906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report.

Dated: November 14, 2022
	/s/ Brad Bisca
	Brad Bisca
	Chief Financial Officer

* The foregoing certification is being furnished solely pursuant to 18 U.S.C. §1350 and is not being filed as part of the Report or as a separate disclosure document.

XML

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2022	Nov. 14, 2022
Document Information
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2022
Current Fiscal Year End Date	--12-31
Entity File Number	001-40402
Entity Registrant Name	OSIRIS ACQUISITION CORP.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-3636928
Entity Address, Address Line One	95 5th Avenue, 6th Floor
Entity Address, City or Town	New York
Entity Address State Or Province	NY
Entity Address, Postal Zip Code	10003
City Area Code	646
Local Phone Number	993-4635
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	true
Entity Central Index Key	0001832136
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q3
Amendment Flag	false
Transition Report	false
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one public warrant
Document Information
Title of 12(b) Security	Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one public warrant
Trading Symbol	OSLU
Security Exchange Name	NYSE
Class A common stock
Document Information
Title of 12(b) Security	Shares of Class A common stock included as part of the units
Trading Symbol	OSI
Security Exchange Name	NYSE
Entity Common Stock, Shares Outstanding		23,000,000
Warrants
Document Information
Title of 12(b) Security	Warrants
Trading Symbol	OSI WS
Security Exchange Name	NYSE
Class B common stock
Document Information
Entity Common Stock, Shares Outstanding		5,750,000

XML

CONDENSED BALANCE SHEETS - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Current assets:
Cash	$ 50,096	$ 639,843
Prepaid expenses	225,579	459,575
Due from Sponsor	59	59
Total current assets	275,734	1,099,477
Forward purchase asset		90,500
Investments held in Trust Account	231,336,755	230,040,937
Total assets	231,612,489	231,230,914
Current liabilities:
Accounts payable and accrued expenses	1,234,270	712,774
Accrued offering costs	474,561	431,000
Note payable - Sponsor	1,200,000
Total current liabilities	2,908,831	1,143,774
Deferred underwriting compensation	8,050,000	8,050,000
Forward purchase liability	646,500
Derivative warrant liabilities	2,593,240	10,183,520
Total liabilities	14,198,571	19,377,294
Commitments and contingencies
Stockholders' deficit:
Preferred shares, $0.0001 par value, 1,000,000 shares authorized, no non-redeemable shares issued and outstanding
Accumulated deficit	(13,547,124)	(18,146,955)
Total stockholders' deficit	(13,546,549)	(18,146,380)
Total liabilities, common stock subject to possible redemption and stockholders' deficit	231,612,489	231,230,914
Class A common stock subject to possible redemption
Current liabilities:
Class A common stock subject to possible redemption (23,000,000 shares at approximately $10.04 and $10.00 per share redemption value as of September 30, 2022 and December 31, 2021, respectively)	230,960,467	230,000,000
Class B common stock
Stockholders' deficit:
Common stock	$ 575	$ 575

XML

CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Preferred stock, par value (per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Class A common stock
Common shares, par value (per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized	540,000,000	540,000,000
Common shares, shares issued	0	0
Common shares, shares outstanding	0	0
Class A common stock subject to possible redemption
Temporary equity shares issued	23,000,000	23,000,000
Shares subject to possible redemption	23,000,000	23,000,000
Purchase price, per unit	$ 10.04	$ 10.00
Class B common stock
Common shares, par value (per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized	60,000,000	60,000,000
Common shares, shares issued	5,750,000	5,750,000
Common shares, shares outstanding	5,750,000	5,750,000

XML

CONDENSED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
EXPENSES
Administrative fee - related party	$ 30,000	$ 30,000	$ 90,000	$ 45,000
General and administrative	468,769	478,109	2,431,044	759,268
TOTAL EXPENSES	498,769	508,109	2,521,044	804,268
OTHER INCOME (EXPENSES)
Interest earned on Investments held in Trust Account	1,132,777	5,376	1,514,086	7,326
Transaction costs associated with warrant liabilities			0	(591,948)
Change in fair value of derivative warrant liabilities and forward purchase agreement	173,790	5,802,479	6,853,280	6,158,319
TOTAL OTHER INCOME (EXPENSES) - NET	1,306,567	5,807,855	8,367,366	5,573,697
INCOME BEFORE INCOME TAXES	807,798	5,299,746	5,846,322	4,769,429
Income tax provision	(286,024)		(286,024)	0
Net income	$ 521,774	$ 5,299,746	$ 5,560,298	$ 4,769,429
Class A common stock
OTHER INCOME (EXPENSES)
Weighted average shares outstanding, basic	23,000,000	23,000,000	23,000,000	11,373,626
Weighted average shares outstanding, diluted	23,000,000	23,000,000	23,000,000	11,373,626
Basic net income (loss) per common share	$ 0.02	$ 0.18	$ 0.19	$ 0.28
Diluted net income (loss) per common share	$ 0.02	$ 0.18	$ 0.19	$ 0.28
Class B common stock
OTHER INCOME (EXPENSES)
Weighted average shares outstanding, basic	5,750,000	5,750,000	5,750,000	5,750,000
Weighted average shares outstanding, diluted	5,750,000	5,750,000	5,750,000	5,750,000
Basic net income (loss) per common share	$ 0.02	$ 0.18	$ 0.19	$ 0.28
Diluted net income (loss) per common share	$ 0.02	$ 0.18	$ 0.19	$ 0.28

XML

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY (DEFICIT) - USD ($)	Common Class A Subject to Redemption Accumulated Deficit	Common Class A Subject to Redemption	Class B common stock Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at the beginning at Dec. 31, 2020			$ 575	$ 24,425	$ (2,069)	$ 22,931
Balance at the beginning (in shares) at Dec. 31, 2020			5,750,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Excess of proceeds received over fair value of private warrant liabilities				959,157		959,157
Change in value of Class A common stock to redemption value				983,582	21,894,241	22,877,823
Net income (loss)					4,769,429	4,769,429
Balance at the end at Sep. 30, 2021			$ 575	0	(17,126,881)	(17,126,306)
Balance at the end (in shares) at Sep. 30, 2021			5,750,000
Balance at the beginning at Jun. 30, 2021			$ 575	0	(22,426,627)	(22,426,052)
Balance at the beginning (in shares) at Jun. 30, 2021			5,750,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)					5,299,746	5,299,746
Balance at the end at Sep. 30, 2021			$ 575	0	(17,126,881)	(17,126,306)
Balance at the end (in shares) at Sep. 30, 2021			5,750,000
Balance at the beginning at Dec. 31, 2021			$ 575	0	(18,146,955)	(18,146,380)
Balance at the beginning (in shares) at Dec. 31, 2021			5,750,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Change in value of Class A common stock to redemption value					960,467	960,467
Net income (loss)			$ 0	0	5,560,298	5,560,298
Balance at the end at Sep. 30, 2022			$ 575	0	(13,547,124)	(13,546,549)
Balance at the end (in shares) at Sep. 30, 2022			5,750,000
Balance at the beginning at Jun. 30, 2022			$ 575	0	(13,190,288)	(13,189,713)
Balance at the beginning (in shares) at Jun. 30, 2022			5,750,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Change in value of Class A common stock to redemption value	$ 878,610	$ 878,610
Net income (loss)			$ 0	0	521,774	521,774
Balance at the end at Sep. 30, 2022			$ 575	$ 0	$ (13,547,124)	$ (13,546,549)
Balance at the end (in shares) at Sep. 30, 2022			5,750,000

XML

CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Cash Flows From Operating Activities:
Net income	$ 5,560,298	$ 4,769,429
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on Investments held in Trust Account	(1,514,086)	(7,326)
Transaction costs associated with warrant liabilities		591,948
Change in fair value of derivative liabilities and forward purchase agreement	(6,853,280)	(6,158,319)
Changes in operating assets and liabilities:
Prepaid expenses	233,996	(548,007)
Accrued offering costs	43,561	431,000
Accounts payable and accrued expenses	521,496	603,691
Net Cash Used in Operating Activities	(2,008,015)	(317,584)
Cash Flows From Investing Activities:
Cash deposited into Trust Account		(230,000,000)
Cash withdrawn from Trust Account to pay franchise taxes	218,268
Due from Sponsor		(5,420)
Net Cash Provided by (Used in) Investing Activities	218,268	(230,005,420)
Cash Flows From Financing Activities:
Sale of Units in Public Offering, net of underwriting discount		224,350,761
Sale of Private Placement Warrants to Sponsor		6,600,000
Proceeds from note payable - Sponsor	1,600,000
Repayment of note payable - Sponsor	(400,000)
Net Cash Provided by Financing Activities	1,200,000	230,950,761
Net change in cash	(589,747)	627,757
Cash at beginning of period	639,843	25,000
Cash at end of period	$ 50,096	652,757
Supplemental disclosure of non-cash financing activities:
Deferred underwriting costs		$ 8,050,000

XML

DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN

9 Months Ended

Sep. 30, 2022

DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN

DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN

NOTE 1.    DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN

Osiris Acquisition Corp. (the “Company”) was incorporated in Delaware on October 22, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Initial Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating an Initial Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of September 30, 2022, the Company had not commenced any operations. All activity for the period from October 22, 2020 (inception) through September 30, 2022 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below, and identifying a target company for a business combination. The Company will not generate any operating revenues until after the completion of its Initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.

Sponsor and Initial Public Offering

On May 18, 2021, the Company consummated the Initial Public Offering of 23,000,000 units (“Units” and, with respect to the common stock included in the Units being offered, the “Public Shares” and the “Public Warrants,” respectively), generating gross proceeds of $230,000,000, which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the private sale (the “Private Placement”) of 6,600,000 warrants at a price of $1.00 per Private Placement Warrant in a private placement to the Sponsor (as defined below). Upon the closing of the Initial Public Offering and the private placement, $230,000,000 was placed in a trust account (the “Trust Account”) (discussed below).

The Company’s sponsor is Osiris Sponsor, LLC., a Delaware limited partnership (the “Sponsor”). The Company intends to finance its Initial Business Combination with proceeds from the $230,000,000 initial public offering of Units (as defined in Note 4 below) and the $6,600,000 private placement (Note 5).

Trust Account

Following the closing of the Initial Public Offering on May 18, 2021, an amount of $230,000,000 from the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement was placed in a Trust Account which are invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of an Initial Business Combination or (ii) the distribution of the Trust Account, as described below.

The Company has 24 months from the closing of the Initial Public Offering to complete an Initial Business Combination (the “Combination Period”). If the Company has not completed an Initial Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There are no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete an Initial Business Combination within the Combination Period.

Initial Business Combination

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating an Initial Business Combination. There is no assurance that the Company will be able to complete an Initial Business Combination successfully. The Company must complete one or more business combinations with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account). The Company will only complete an Initial Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. The net proceeds of the Initial Public Offering are held in a Trust Account located in the United States and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of an Initial Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below.

The Company will provide the holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of an Initial Business Combination either (i) in connection with a stockholder meeting called to approve the Initial Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of an Initial Business Combination or conduct a tender offer will be made by the Company. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There are no redemption rights with respect to the Company’s warrants. The Public Shares subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”

If the Company seeks stockholder approval of an Initial Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Articles of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to 15% or more of the Public Shares without the Company’s prior written consent.

The Company will not redeem Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. If the Company seeks stockholder approval of the Initial Business Combination, the Company will proceed with an Initial Business Combination if a majority of the shares voted are voted in favor of the Initial Business Combination, or such other vote as required by law or stock exchange rule. If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing an Initial Business Combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with an Initial Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 6) and any Public Shares purchased during or after the Initial Public Offering in favor of approving an Initial Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction.

The Sponsor has agreed (a) to waive its redemption rights with respect to the Founder Shares and Public Shares held by it in connection with the completion of an Initial Business Combination, (b) to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete an Initial Business Combination within 24 months from the closing of the Initial Public Offering and (c) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with an Initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete an Initial Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete an Initial Business Combination within the Combination Period.

The Company will have to complete an Initial Business Combination within the Combination Period. If the Company has not completed an Initial Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There are no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete an Initial Business Combination within the Combination Period.

In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered public accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Going Concern Considerations, Liquidity and Capital Resources

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 intended by management. 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 $2.6 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.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Sep. 30, 2022

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC.

Certain information and note disclosures normally included in the financial statements prepared in accordance with US GAAP have been condensed. As such, the information included in these financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K including the audited financial statements as of and for the year ended December 31, 2021 filed with the SEC on March 29, 2022. In the opinion of the Company’s management, these condensed financial statements include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the financial position of the Company as of September 30, 2022 and its results of operations and cash flows for the nine months ended September 30, 2022. The results of operations for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2022 or any future periods.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of the unaudited condensed financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed balance sheets.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed balance sheet, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. One of the more significant accounting estimates included in these condensed financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2022 and December 31, 2021.

Investments Held in Trust Account

At September 30, 2022 and December 31, 2021, the Company had approximately $231.3 million and $230.0 million, respectively, in investments held in the Trust Account. The Company’s portfolio of investments held in the Trust Account are invested in U.S. government securities, within the meaning set forth in Section 2(a) (16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a- 7 of the Investment Company Act. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in the Trust Account are included in Interest earned on Investments held in Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.

Class A Common Stock Subject to Possible Redemption

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ deficit. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2022 and December 31, 2021, Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed balance sheets.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A common stock resulted in charges against additional paid-in capital and accumulated deficit.

At September 30, 2022 and December 31, 2021, the Class A common stock reflected in the condensed balance sheets are reconciled in the following table:

Gross proceeds	$	230,000,000
Less:
Class A common stock issuance costs		(9,770,532)
Proceeds allocated to Public Warrants		(13,107,291)
		(22,877,823)
Plus:
Accretion of carrying value to redemption value		22,877,823
Class A common stock subject to possible redemption, December 31, 2021		230,000,000
Change in carrying value to redemption value		960,467
Class A common stock subject to possible redemption, September 30, 2022	$	230,960,467

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. As of September 30, 2022 and December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

Net Income per Share of Common Stock

The Company complies with accounting and disclosure requirements of ASC 260, “Earnings Per Share.” Earnings and losses are shared pro rata between the two classes of shares. Net income per common share, basic and diluted, for each class of Common stock is calculated by dividing the proportionate share of income or loss by the weighted average number of Common stock for that class of stock outstanding since original issuance. This presentation assumes a business combination as the most likely outcome.

The calculation of diluted income per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. As of September 30, 2022 and 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company.

The following table reflects the calculation of basic and diluted net income per common stock (in dollars, except per share amounts):

	For the Three Months Ended				For the Three Months Ended
	September 30, 2022				September 30, 2021
	Class A		Class B		Class A		Class B
Basic and diluted net income per share of common stock Numerator:
Allocation of net income	$	417,419	$	104,355	$	4,239,797	$	1,059,949
Denominator: Basic and diluted weighted average shares outstanding		23,000,000		5,750,000		23,000,000		5,750,000
Basic and diluted net income per share of common stock	$	0.02	$	0.02	$	0.18	$	0.18

	For the Nine Months Ended				For the Nine Months Ended
	September 30, 2022				September 30, 2021
	Class A		Class B		Class A		Class B
Basic and diluted net income per share of common stock Numerator:
Allocation of net income	$	4,448,238	$	1,112,060	$	3,167,855	$	1,601,574
Denominator: Basic and diluted weighted average shares outstanding		23,000,000		5,750,000		11,373,626		5,750,000
Basic and diluted net income per share of common stock	$	0.19	$	0.19	$	0.28	$	0.28

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. The Company’s derivative instruments are recorded at fair value as of the Initial Public Offering (May 18, 2021) and re-valued at each reporting date, with changes in the fair value reported in the condensed statements of operations. Derivative assets and liabilities are classified on the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined the Warrants and the Forward Purchase Agreement are derivative instruments. As the Warrants and the Forward Purchase Agreement meet the definition of a derivative, the Warrants and the Forward Purchase Agreement are measured at fair value at issuance and at each reporting date in accordance with ASC 820, Fair Value Measurement, with changes in fair value recognized in the statement of operations in the period of change.

Warrant Instruments

The Company accounts for the Public Warrants, the Private Placement Warrants and the Forward Purchase Agreement issued in connection with the Initial Public Offering and the Private Placement in accordance with the guidance contained in FASB ASC 815, “Derivatives and Hedging” whereby under that provision the Public Warrants, the Private Placement Warrants and the Forward Purchase Agreement do not meet the criteria for equity treatment and must be recorded as an asset or a liability. Accordingly, the Company classifies the instruments as an asset or a liability at fair value and adjust the instrument to fair value at each reporting period. This liability will be re-measured at each balance sheet date until the Public Warrants, the Private Placement Warrants and the Forward Purchase Agreement are exercised or expire, and any change in fair value will be recognized in the Company’s statement of operations. The fair value of the Public Warrants are valued using the publicly traded price of the Company’s stock. The Private Placement Warrants and the Forward Purchase Agreement will be estimated using a modified Black-Scholes model and an internal valuation model, respectively. The Company’s valuation model utilizes inputs and other assumptions and may not be reflective of the price at which they can be settled. Such warrant classification is also subject to re-evaluation at each reporting period.

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy (the “Fair Value Hierarchy”), which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

As of September 30, 2022 and December 31, 2021, the carrying values of cash, prepaid expenses, accounts payable and accrued offering costs, advances from related parties and notes payable approximate their fair values primarily due to the short-term nature of the instruments. The Company’s investments held in Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in a money market funds that comprise only U.S. treasury securities and are recognized at fair value. See Note 10 for discussion of the fair value of the forward purchase asset and derivative warrant liabilities.

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 unaudited condensed financial statements.

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INITIAL PUBLIC OFFERING

9 Months Ended

Sep. 30, 2022

INITIAL PUBLIC OFFERING.

INITIAL PUBLIC OFFERING

NOTE 3.    INITIAL PUBLIC OFFERING

Pursuant to the Initial Public Offering, the Company sold 23,000,000 Units at a purchase price of $10.00 per Unit generating gross proceeds to the Company in the amount of $230,000,000. Each Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one-half of one redeemable warrant of the Company (each whole warrant, a “Warrant”), with each whole Warrant entitling the holder thereof to purchase one whole share of Class A Common Stock at a price of $11.50 per share, subject to adjustment.

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PRIVATE PLACEMENT

9 Months Ended

Sep. 30, 2022

PRIVATE PLACEMENT.

PRIVATE PLACEMENT

NOTE 4.    PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the Company consummated the private sale (the “Private Placement”) of an aggregate of 6,600,000 Private Placement Warrants (the “Private Placement Warrants” or “Private Warrants”) to the Sponsor at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company in the amount of $6,600,000.

A portion of the proceeds from the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete an Initial Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will be worthless.

The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Shares until 30 days after the completion of the initial Business Combination.

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RELATED PARTY TRANSACTIONS

9 Months Ended

Sep. 30, 2022

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

NOTE 5.    RELATED PARTY TRANSACTIONS

Founder Shares

On December 5, 2020, the Sponsor purchased 8,625,000 shares (the “Founder Shares”) of the Company’s Class B common stock for an aggregate price of $25,000. In February 2021, the Sponsor surrendered 1,437,500 Founder Shares. In March 2021, the Sponsor sold 718,750 Founder Shares to the Company’s president, 300,000 shares to the chairman, 359,375 shares to the lead director and 40,000 Founder Shares to each of the three other independent directors at a purchase price of $0.003 per share. In May 2021, certain of the Company’s initial stockholders, including the Sponsor, forfeited 575,000 Founder Shares to the Company for no consideration, resulting in the initial stockholders, including our Sponsor, owning an aggregate of 6,612,500 Founder Shares. The Founder Shares included an aggregate of up to 862,500 shares that were subject to forfeiture to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the number of Founder Shares will equal, on an as-converted basis, approximately 20% of the Company’s issued and outstanding common stock after the Initial Public Offering (assuming the Sponsor does not purchase any Public Shares in the Initial Public Offering). All share and per share amounts have been retroactively restated to reflect these changes. In July 2021, the Underwriters’ over-allotment option expired and as a result the Sponsor forfeited 862,500 Class B common stock.

The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of an Initial Business Combination and (B) subsequent to an Initial Business Combination, (x) if the closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30- trading day period commencing at least 150 days after an Initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property.

Administrative Services Agreement

The Company entered into an agreement, commencing on the effective date of the Initial Public Offering, to pay an affiliate of the Sponsor a total of $10,000 per month for office space, utilities, secretarial and administrative support. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. The Company incurred $30,000 for such expenses under the administrative services agreement for the three months ended September 30, 2022 and 2021. The Company incurred $90,000 and $45,000 for such expenses under the administrative services agreement for the nine months ended September 30, 2022 and 2021, respectively. As of September 30, 2022 and December 31, 2021, there is $165,000 and $75,000 outstanding, respectively, which is included in accounts payable and accrued expenses on the accompanying unaudited condensed balance sheets.

Advances from Related Party

During the nine months ended September 30, 2021, the Company paid an affiliate of the Sponsor for certain operating costs totaling $5,420 on behalf of the Sponsor. The Sponsor repaid the Company $5,361 in October 2021. During the three and nine months ended September 30, 2022, the Company did not pay any expenses on behalf of the Sponsor. As of September 30, 2022 and December 31, 2021, there is $59 due from the Sponsor.

Related Party Loans

On December 5, 2020, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note is non-interest bearing and payable on the earlier of (i) September 30, 2021 or (ii) the consummation of the Initial Public Offering. As of September 30, 2022 and December 31, 2021, there was no balance outstanding under the Promissory Note. The Company no longer has access to funds under the note since it expired upon closing of the Initial Public Offering.

In order to finance transaction costs in connection with an Initial Business Combination, the Company’s Sponsor or an affiliate of the Sponsor, or the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of an Initial Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes and any other loans made by the Sponsor or its affiliates (including the loans made to effectuate extensions as described below), the Company’s officers and directors, or the Company’s and their affiliates prior to or in connection with an Initial Business Combination may be converted upon consummation of an Initial Business Combination into additional Private Placement Warrants at a price of $10.00 per Unit. In the event that an Initial Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

On April 12, 2022, the Sponsor agreed to loan the Company an aggregate of up to $1,600,000 (the “April Note”). The April Note bears interest at a rate of 0.96% per annum and is payable on the earlier of an Initial Business Combination or the liquidation of the Company. As of September 30, 2022, the outstanding balance on the April Note was $1,200,000 which is included in Note payable – Sponsor on the accompanying unaudited condensed balance sheets. On October 12 2022, the Sponsor agreed to loan the Company an aggregate of $300,000 under the April Note.

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COMMITMENTS AND CONTINGENCIES

9 Months Ended

Sep. 30, 2022

COMMITMENTS AND CONTINGENCIES.

COMMITMENTS AND CONTINGENCIES

NOTE 6.    COMMITMENTS AND CONTINGENCIES

Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19 pandemic and the conflict in Ukraine and the surrounding region, and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Inflation Reduction Act of 2022

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.

Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and inhibit the Company’s ability to complete a Business Combination.

Registration Rights

The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Initial Public Offering requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion into shares of Class A common stock). The holders of these securities are entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of an Initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering our securities. The Company will bear the expenses incurred in connection with the filing of any such registration statement.

Underwriting Agreement

The Company granted the underwriters a 45-day option from the date of Initial Public Offering to purchase up to 3,450,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. In July 2021, the option to exercise the overallotment expired.

The underwriters were paid a cash underwriting discount of $0.20 per Unit, or $4,600,000 in the aggregate, payable upon the closing of the Initial Public Offering. In addition, the underwriters are entitled to a deferred fee of $0.35 per Unit, or $8,050,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an Initial Business Combination, subject to the terms of the underwriting agreement.

Forward Purchase Agreement

The Company entered into a forward purchase agreement (a “Forward Purchase Agreement”) with its Sponsor, which provides for the purchase of up to $50,000,000 of units, with each unit consisting of one share of Class A common stock (the “forward purchase shares”) and one-half of one redeemable warrant (the “forward purchase warrants”) to purchase one share of Class A common stock, at $11.50 per share, subject to adjustment, for a purchase price of $10.00 per unit, in a private placement to occur in connection with the closing of an Initial Business Combination. The amount of forward purchase units to be purchased by the Sponsor under the forward purchase agreement may be increased at our request at any time prior to an Initial Business Combination, but only if agreed to by the Sponsor in its sole discretion.

The forward purchase warrants have the same terms as the Private Placement Warrants so long as they are held by the Sponsor or its permitted transferees, and the forward purchase shares is identical to the shares of Class A common stock included in the Units being sold in the Initial Public Offering, except the forward purchase shares are subject to transfer restrictions and certain registration rights. Any forward purchase warrant held by holders other than the Sponsor or its permitted transferees have the same terms as the warrants included in the Units being sold in the Initial Public Offering.

The Sponsor’s commitment to purchase securities pursuant to the forward purchase agreement is intended to provide the Company with a minimum funding level for an Initial Business Combination. The proceeds from the sale of the forward purchase securities may be used as part of the consideration to the sellers in an Initial Business Combination, expenses in connection with an Initial Business Combination or for working capital in the post-transaction company. Subject to the conditions in the forward purchase agreement, the purchase of the forward purchase securities will be a binding obligation of our sponsor, regardless of whether any shares of Class A common stock are redeemed by the public stockholders in connection with an Initial Business Combination.

The Company classifies the Forward Purchase agreement as an asset or liability, in accordance with the guidance contained in ASC 815-40, at its fair value and will allocate a portion of the proceeds from the issuance of the Units equal to its fair value determined by the Monte Carlo simulation. This asset is subject to re-measurement at each balance sheet date. With each such re-measurement, the asset will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the Forward Purchase Agreement will be reclassified as of the date of the event that causes the reclassification.

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STOCKHOLDERS' EQUITY

9 Months Ended

Sep. 30, 2022

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY

NOTE 7.    STOCKHOLDERS’ DEFICIT

Preferred Stock  — The Company is authorized to issue 1,000,000 preferred shares with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s Board of Directors. At September 30, 2022 and December 31, 2021, there were no preferred shares issued or outstanding.

Class A Common Stock  — The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. At September 30, 2022 and December 31, 2021, there were 23,000,000 shares of the Class A Common Stock issued and outstanding, all of which were classified as temporary equity in the accompanying condensed balance sheets.

Class B Common Stock — The Company is authorized to issue 60,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of Class B common stock are entitled to one vote for each share.At September 30, 2022 and December 31, 2021, there were 5,750,000 shares of Class B common stock issued and outstanding.

Holders of Class B common stock will have the right to elect all of the Company’s directors prior to an Initial Business Combination. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders except as otherwise required by law.

The shares of Class B common stock will automatically convert into Class A common stock at the time of an Initial Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to the closing of an Initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with an Initial Business Combination, including any Class A common stock to be sold pursuant to a Forward Purchase Agreement, but not any warrants sold pursuant to a Forward Purchase Agreement, excluding any shares or equity-linked securities issued, or to be issued, to any seller in an Initial Business Combination in consideration for such seller’s interest in the Initial Business Combination target and any Private Placement Warrants issued upon the conversion of Working Capital Loans made to the Company.

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WARRANTS

9 Months Ended

Sep. 30, 2022

WARRANTS.

WARRANTS

NOTE 8.    WARRANTS

Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of an Initial Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years after the completion of an Initial Business Combination or earlier upon redemption or liquidation. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of an Initial Business Combination, it will use its reasonable best efforts to file with the SEC, and within 60 business days following an Initial Business Combination to have declared effective, a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use our reasonable best efforts to qualify the shares under applicable blue sky laws to the extent an exemption is not available.

The Private Placement Warrants are identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of an Initial Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants are exercisable on a cashless basis and are non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants are redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

Redemption of Warrants for Cash. Once the warrants become exercisable, the Company may redeem for cash the outstanding Public Warrants:

● in whole and not in part;

● at a price of $0.01 per Public Warrant;

● upon a minimum of 30 days’ prior written notice of redemption, or the 30-day redemption period, to each warrant holder; and

● if, and only if, the closing price of our Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30- trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuances of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete an Initial Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

The Company accounts for the 18,100,000 warrants issued in connection with the Initial Public Offering (the 11,500,000 Public Warrants and the 6,600,000 Private Placement Warrants assuming the underwriters’ over-allotment option is not exercised) in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, the Company classified each warrant as a liability at its fair value. This liability is subject to re-measurement at each balance sheet date. With each such re- measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations.

The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the closing of the Initial Public Offering. Accordingly, the Company will classify each warrant as a liability at its fair value and the warrants will be allocated a portion of the proceeds from the issuance of the Units equal to its fair value determined by the Monte Carlo simulation model to value the Public Warrants and a Black-Scholes model to value the Private Placement Warrants. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification.

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FAIR VALUE MEASUREMENTS

9 Months Ended

Sep. 30, 2022

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS

NOTE 9.    FAIR VALUE MEASUREMENTS

The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.

The following table presents information about the Company’s assets and liabilities that are measured at fair value at September 30, 2022 and December 31, 2021, and indicates the Fair Value Hierarchy of the valuation inputs the Company utilized to determine such fair value:

		September 30,		December 31,
Description:	Level	2022		2021
Assets:
Investments held in Trust Account	1	$	231,336,755	$	230,040,937
Forward Purchase Asset	3	$	—	$	90,500
Liabilities:
Warrant liability - Private Placement Warrants	3	$	1,098,240	$	3,743,520
Warrant liability - Public Warrants	1	$	—	$	6,440,000
Warrant liability - Public Warrants	2	$	1,495,000	$	—
Forward Purchase Liability	3	$	646,500	$	—

Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. As of September 30, 2022 and December 31, 2021, the Public Warrants were valued using the publicly available price for the Warrant. Due to low trading activity during the three and nine months ended September 30, 2022, the Public Warrants were transferred to Level 2 on the Fair Value Hierarchy from Level 1 where they were classified at December 31, 2021.

The Public Warrants, Private Placement Warrants and the forward purchase units were accounted for as assets or liabilities in accordance with ASC 815-40 and are presented within assets or liabilities on the condensed balance sheets. The warrant liabilities and the forward purchase units are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of derivative instruments in the condensed statement of operations.

Upon consummation of the Initial Public Offering, the Company used a Monte Carlo simulation model to value the Public Warrants and a modified Black-Scholes model to value the Private Placement Warrants. In order to value the forward purchase asset, the Company used a valuation method which considers the reconstructed unit price (the total fair value of common stock and half the Private Warrant value) and multiple assumptions such as risk-free rate and time to Initial Business Combination. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one share of Class A Common Stock and one-half of one Public Warrant), (ii) the sale of Private Warrants, and (iii) the issuance of Class B Common Stock, first to the warrants based on their fair values as determined at initial measurement, with the remaining proceeds allocated to Class A Common Stock subject to possible redemption (temporary equity) and Class B Common Stock (permanent equity) based on their relative fair values at the initial measurement date. The Public Warrants, Private Placement Warrants and forward purchase warrants were classified within Level 3 of the Fair Value Hierarchy at the initial measurement date due to the use of unobservable inputs.

As of September 30, 2022, the Public Warrants were valued using the publicly available price for the Warrant and are classified as Level 2 on the Fair Value Hierarchy. As of December 31, 2021, the Public Warrants were valued using the publicly available price for the Warrant and are classified as Level 1 on the Fair Value Hierarchy. As September 30, 2022 and December 31, 2021, the Company used a modified Black-Scholes model to value the Private Placement Warrants. The Company relied upon the implied volatility of the Public Warrants and the closing share price at September 30, 2022 and December 31, 2021 to estimate the volatility for the Private Placement Warrants. As of September 30, 2022 and December 31, 2021, the Private Placement Warrants were classified within Level 3 of the Fair Value Hierarchy at the measurement dates due to the use of unobservable inputs. As of September 30, 2022 and December 31, 2021, the forward purchase warrants were valued using a valuation method which considers the reconstructed unit price (the total fair value of common stock and half the Private Warrant value) and multiple assumptions such as risk-free rate and time to Initial Business Combination. As of September 30, 2022 and December 31, 2021, the forward purchase warrants were classified within Level 3 of the Fair Value Hierarchy at the measurement dates due to the use of unobservable inputs.

The table below provides a summary of the changes in fair value, including net transfers in and/or out, of all financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the three and nine months ended September 30, 2022 and 2021.

	Fair Value
	Measurement
	Using Level 3
Forward purchase asset (liability)	Inputs Total
Balance, December 31, 2021	$	90,500
Change in fair value of forward purchase agreement		(737,000)
Balance, net, September 30, 2022	$	(646,500)

	Fair Value
	Measurement
	Using Level 3
Derivative warrant liability	Inputs Total
Balance, December 31, 2021	$	3,743,520
Change in fair value of derivative liabilities		(2,645,280)
Balance, net, September 30, 2022	$	1,098,240

	Fair Value
	Measurement
	Using Level 3
	Inputs Total
Balance, December 31, 2020	$	—
Derivative liabilities recorded on issuance of derivative warrants and forward purchase agreement		15,411,375
Transfer to Level 1		(5,646,500)
Change in fair value of derivative liabilities		(5,802,479)
Balance, net, September 30, 2021	$	3,606,556

At September 30, 2022 and December 31, 2021, the fair value of the derivative feature of the warrants was calculated using the following weighted average assumptions:

	September 30, 2022		December 31, 2021
Risk-free interest rate	2.48-4.03	%	0.08-1.12	%
Expected life of grants	5.44	years	5.69	years
Expected volatility of underlying stock	2.0	%	10.2	%
Dividends	0	%	0	%

At September 30, 2022 and December 31, 2021, the fair value of the derivative feature of the warrants was calculated using the following weighted average assumptions:

	September 30, 2022			December 31, 2021
Implied Stock Price	$	9.80		$	9.68
Concluded Value of Private Warrants	$	0.17		$	0.57
Concluded Unit Value	$	9.89		$	9.96
Risk-free interest rate		3.95	%		0.27	%
Expected life of forward purchase agreement		0.63	years		0.69	years

As of September 30, 2022 and December 31, 2021, the forward purchase liability was $646,500 and forward purchase asset was $90,500, respectively. As of September 30, 2022 and December 31, 2021, the derivative liability was $2,593,240 and $10,183,520, respectively. In addition, for the three months ended September 30, 2022 and 2021, the Company recorded $173,790 as a loss and $5,802,479 as a gain on the change in fair value of the derivative instruments on the condensed statements of operations, respectively. In addition, for the nine months ended September 30, 2022 and 2021, the Company recorded $6,853,280 and $6,158,319 as a gain on the change in fair value of the derivative instruments on the unaudited condensed statements of operations, respectively.

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SUBSEQUENT EVENTS

9 Months Ended

Sep. 30, 2022

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE 10.    SUBSEQUENT EVENTS

On October 12, 2022, the Sponsor agreed to loan the Company an aggregate of $300,000 under the April Note. See Note 5.

On October 21, 2022, the Company filed a preliminary proxy statement announcing a meeting of the Company’s stockholders (the “Extension Meeting”) to consider and vote upon a proposal to amend the Company’s amended and restated certificate of incorporation to extend the date by which the Company must (i) consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company and one or more businesses, (ii) cease its operations if it fails to complete such business combination, and (iii) redeem or repurchase 100% of the Company’s Class A common stock included as part of the units sold in the Company’s initial public offering that was consummated on May 18, 2021, from May 18, 2023 to May 18, 2024 (the “Extension Amendment Proposal”). For additional information regarding the Extension Meeting and the Extension Amendment Proposal, refer to the Company’s preliminary proxy statement, as filed with the SEC on October 21, 2022 and to the Company’s definitive proxy statement once filed with the SEC.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

Sep. 30, 2022

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Basis of Presentation

The accompanying unaudited condensed financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC.

Certain information and note disclosures normally included in the financial statements prepared in accordance with US GAAP have been condensed. As such, the information included in these financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K including the audited financial statements as of and for the year ended December 31, 2021 filed with the SEC on March 29, 2022. In the opinion of the Company’s management, these condensed financial statements include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the financial position of the Company as of September 30, 2022 and its results of operations and cash flows for the nine months ended September 30, 2022. The results of operations for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2022 or any future periods.

Emerging Growth Company

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

Use of Estimates

The preparation of the unaudited condensed financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed balance sheets.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed balance sheet, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. One of the more significant accounting estimates included in these condensed financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2022 and December 31, 2021.

Investments Held in Trust Account

Investments Held in Trust Account

At September 30, 2022 and December 31, 2021, the Company had approximately $231.3 million and $230.0 million, respectively, in investments held in the Trust Account. The Company’s portfolio of investments held in the Trust Account are invested in U.S. government securities, within the meaning set forth in Section 2(a) (16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a- 7 of the Investment Company Act. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in the Trust Account are included in Interest earned on Investments held in Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.

Class A Common Stock Subject to Possible Redemption

Class A Common Stock Subject to Possible Redemption

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Class A common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ deficit. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2022 and December 31, 2021, Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed balance sheets.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A common stock resulted in charges against additional paid-in capital and accumulated deficit.

At September 30, 2022 and December 31, 2021, the Class A common stock reflected in the condensed balance sheets are reconciled in the following table:

Gross proceeds	$	230,000,000
Less:
Class A common stock issuance costs		(9,770,532)
Proceeds allocated to Public Warrants		(13,107,291)
		(22,877,823)
Plus:
Accretion of carrying value to redemption value		22,877,823
Class A common stock subject to possible redemption, December 31, 2021		230,000,000
Change in carrying value to redemption value		960,467
Class A common stock subject to possible redemption, September 30, 2022	$	230,960,467

Concentration of Credit Risk

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. As of September 30, 2022 and December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Income Taxes

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

Net Income per Share of Common Stock

Net Income per Share of Common Stock

The Company complies with accounting and disclosure requirements of ASC 260, “Earnings Per Share.” Earnings and losses are shared pro rata between the two classes of shares. Net income per common share, basic and diluted, for each class of Common stock is calculated by dividing the proportionate share of income or loss by the weighted average number of Common stock for that class of stock outstanding since original issuance. This presentation assumes a business combination as the most likely outcome.

The calculation of diluted income per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value. As of September 30, 2022 and 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into shares of common stock and then share in the earnings of the Company.

The following table reflects the calculation of basic and diluted net income per common stock (in dollars, except per share amounts):

	For the Three Months Ended				For the Three Months Ended
	September 30, 2022				September 30, 2021
	Class A		Class B		Class A		Class B
Basic and diluted net income per share of common stock Numerator:
Allocation of net income	$	417,419	$	104,355	$	4,239,797	$	1,059,949
Denominator: Basic and diluted weighted average shares outstanding		23,000,000		5,750,000		23,000,000		5,750,000
Basic and diluted net income per share of common stock	$	0.02	$	0.02	$	0.18	$	0.18

	For the Nine Months Ended				For the Nine Months Ended
	September 30, 2022				September 30, 2021
	Class A		Class B		Class A		Class B
Basic and diluted net income per share of common stock Numerator:
Allocation of net income	$	4,448,238	$	1,112,060	$	3,167,855	$	1,601,574
Denominator: Basic and diluted weighted average shares outstanding		23,000,000		5,750,000		11,373,626		5,750,000
Basic and diluted net income per share of common stock	$	0.19	$	0.19	$	0.28	$	0.28

Derivative Financial Instruments

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. The Company’s derivative instruments are recorded at fair value as of the Initial Public Offering (May 18, 2021) and re-valued at each reporting date, with changes in the fair value reported in the condensed statements of operations. Derivative assets and liabilities are classified on the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined the Warrants and the Forward Purchase Agreement are derivative instruments. As the Warrants and the Forward Purchase Agreement meet the definition of a derivative, the Warrants and the Forward Purchase Agreement are measured at fair value at issuance and at each reporting date in accordance with ASC 820, Fair Value Measurement, with changes in fair value recognized in the statement of operations in the period of change.

Warrant Instruments

Warrant Instruments

The Company accounts for the Public Warrants, the Private Placement Warrants and the Forward Purchase Agreement issued in connection with the Initial Public Offering and the Private Placement in accordance with the guidance contained in FASB ASC 815, “Derivatives and Hedging” whereby under that provision the Public Warrants, the Private Placement Warrants and the Forward Purchase Agreement do not meet the criteria for equity treatment and must be recorded as an asset or a liability. Accordingly, the Company classifies the instruments as an asset or a liability at fair value and adjust the instrument to fair value at each reporting period. This liability will be re-measured at each balance sheet date until the Public Warrants, the Private Placement Warrants and the Forward Purchase Agreement are exercised or expire, and any change in fair value will be recognized in the Company’s statement of operations. The fair value of the Public Warrants are valued using the publicly traded price of the Company’s stock. The Private Placement Warrants and the Forward Purchase Agreement will be estimated using a modified Black-Scholes model and an internal valuation model, respectively. The Company’s valuation model utilizes inputs and other assumptions and may not be reflective of the price at which they can be settled. Such warrant classification is also subject to re-evaluation at each reporting period.

Fair Value Measurements

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy (the “Fair Value Hierarchy”), which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

As of September 30, 2022 and December 31, 2021, the carrying values of cash, prepaid expenses, accounts payable and accrued offering costs, advances from related parties and notes payable approximate their fair values primarily due to the short-term nature of the instruments. The Company’s investments held in Trust Account are comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less or investments in a money market funds that comprise only U.S. treasury securities and are recognized at fair value. See Note 10 for discussion of the fair value of the forward purchase asset and derivative warrant liabilities.

Recent Accounting Standards

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 unaudited condensed financial statements.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

9 Months Ended

Sep. 30, 2022

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Summary of reconciliation of Class A common stock reflected on the balance sheet

Gross proceeds	$	230,000,000
Less:
Class A common stock issuance costs		(9,770,532)
Proceeds allocated to Public Warrants		(13,107,291)
		(22,877,823)
Plus:
Accretion of carrying value to redemption value		22,877,823
Class A common stock subject to possible redemption, December 31, 2021		230,000,000
Change in carrying value to redemption value		960,467
Class A common stock subject to possible redemption, September 30, 2022	$	230,960,467

Summary of calculation of basic and diluted net income per common stock

The following table reflects the calculation of basic and diluted net income per common stock (in dollars, except per share amounts):

	For the Three Months Ended				For the Three Months Ended
	September 30, 2022				September 30, 2021
	Class A		Class B		Class A		Class B
Basic and diluted net income per share of common stock Numerator:
Allocation of net income	$	417,419	$	104,355	$	4,239,797	$	1,059,949
Denominator: Basic and diluted weighted average shares outstanding		23,000,000		5,750,000		23,000,000		5,750,000
Basic and diluted net income per share of common stock	$	0.02	$	0.02	$	0.18	$	0.18

	For the Nine Months Ended				For the Nine Months Ended
	September 30, 2022				September 30, 2021
	Class A		Class B		Class A		Class B
Basic and diluted net income per share of common stock Numerator:
Allocation of net income	$	4,448,238	$	1,112,060	$	3,167,855	$	1,601,574
Denominator: Basic and diluted weighted average shares outstanding		23,000,000		5,750,000		11,373,626		5,750,000
Basic and diluted net income per share of common stock	$	0.19	$	0.19	$	0.28	$	0.28

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FAIR VALUE MEASUREMENTS (Tables)

9 Months Ended

Sep. 30, 2022

FAIR VALUE MEASUREMENTS

Summary of assets and liabilities measured at fair value

		September 30,		December 31,
Description:	Level	2022		2021
Assets:
Investments held in Trust Account	1	$	231,336,755	$	230,040,937
Forward Purchase Asset	3	$	—	$	90,500
Liabilities:
Warrant liability - Private Placement Warrants	3	$	1,098,240	$	3,743,520
Warrant liability - Public Warrants	1	$	—	$	6,440,000
Warrant liability - Public Warrants	2	$	1,495,000	$	—
Forward Purchase Liability	3	$	646,500	$	—

Summary of change in the fair value of the warrant liabilities

	Fair Value
	Measurement
	Using Level 3
Forward purchase asset (liability)	Inputs Total
Balance, December 31, 2021	$	90,500
Change in fair value of forward purchase agreement		(737,000)
Balance, net, September 30, 2022	$	(646,500)

	Fair Value
	Measurement
	Using Level 3
Derivative warrant liability	Inputs Total
Balance, December 31, 2021	$	3,743,520
Change in fair value of derivative liabilities		(2,645,280)
Balance, net, September 30, 2022	$	1,098,240

	Fair Value
	Measurement
	Using Level 3
	Inputs Total
Balance, December 31, 2020	$	—
Derivative liabilities recorded on issuance of derivative warrants and forward purchase agreement		15,411,375
Transfer to Level 1		(5,646,500)
Change in fair value of derivative liabilities		(5,802,479)
Balance, net, September 30, 2021	$	3,606,556

Summary of quantitative information regarding fair value measurements inputs

At September 30, 2022 and December 31, 2021, the fair value of the derivative feature of the warrants was calculated using the following weighted average assumptions:

	September 30, 2022		December 31, 2021
Risk-free interest rate	2.48-4.03	%	0.08-1.12	%
Expected life of grants	5.44	years	5.69	years
Expected volatility of underlying stock	2.0	%	10.2	%
Dividends	0	%	0	%

At September 30, 2022 and December 31, 2021, the fair value of the derivative feature of the warrants was calculated using the following weighted average assumptions:

	September 30, 2022			December 31, 2021
Implied Stock Price	$	9.80		$	9.68
Concluded Value of Private Warrants	$	0.17		$	0.57
Concluded Unit Value	$	9.89		$	9.96
Risk-free interest rate		3.95	%		0.27	%
Expected life of forward purchase agreement		0.63	years		0.69	years

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DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN (Details)		9 Months Ended
	May 18, 2021 USD ($) $ / shares shares	Sep. 30, 2022 USD ($) item M $ / shares shares	Sep. 30, 2021 USD ($)	Dec. 31, 2021 USD ($)
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN
Condition for future business combination number of businesses minimum | item		1
Proceeds from sale of warrants			$ 6,600,000
Months to complete acquisition | M		24
Maximum net interest to pay dissolution expenses		$ 100,000
Percentage of aggregate fair market value of assets		80.00%
Ownership interest to be acquired on post-transaction company		50.00%
Share price per share | $ / shares		$ 10.00
Minimum percentage that can be redeemed without prior consent of the company		15.00%
Minimum net tangible assets upon consummation of business combination		$ 5,000,001
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)		100.00%
Working capital deficit		$ 2,600,000
Cash		$ 50,096		$ 639,843
Private Placement Warrants
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN
Sale of private placement warrants (in shares) | shares		6,600,000
Initial Public Offering
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN
Number of units issued | shares	23,000,000
Proceeds from issuance initial public offering	$ 230,000,000
Initial Public Offering | Private Placement Warrants
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN
Net proceeds of sale of the units	$ 230,000,000
Private Placement | Private Placement Warrants
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN
Sale of private placement warrants (in shares) | shares	6,600,000
Price of warrant | $ / shares	$ 1.00
Proceeds from sale of warrants	$ 6,600,000

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash equivalents	$ 0	$ 0
Investments held in Trust Account	231,336,755	230,040,937
Unrecognized tax benefits	0	0
Unrecognized tax benefits accrued for interest and penalties	$ 0	$ 0

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Summary of reconciliation of Class A common stock reflected on the balance sheet (Details) - Common Class A Subject to Redemption - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Gross proceeds		$ 230,000,000
Class A common stock issuance costs		(9,770,532)
Proceeds allocated to Public Warrants		(13,107,291)
Total		(22,877,823)
Change in carrying value to redemption value	$ 960,467	22,877,823
Class A common stock subject to possible redemption	$ 230,960,467	$ 230,000,000

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of Net Loss per Common Share (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Class A common stock
Basic and diluted net income per share of common stock Numerator:
Allocation of net income	$ 417,419	$ 4,239,797	$ 4,448,238	$ 3,167,855
Denominator:
Basic weighted average shares outstanding	23,000,000	23,000,000	23,000,000	11,373,626
Diluted weighted average shares outstanding	23,000,000	23,000,000	23,000,000	11,373,626
Basic net income per share of common stock	$ 0.02	$ 0.18	$ 0.19	$ 0.28
Diluted net income per share of common stock	$ 0.02	$ 0.18	$ 0.19	$ 0.28
Class B common stock
Basic and diluted net income per share of common stock Numerator:
Allocation of net income	$ 104,355	$ 1,059,949	$ 1,112,060	$ 1,601,574
Denominator:
Basic weighted average shares outstanding	5,750,000	5,750,000	5,750,000	5,750,000
Diluted weighted average shares outstanding	5,750,000	5,750,000	5,750,000	5,750,000
Basic net income per share of common stock	$ 0.02	$ 0.18	$ 0.19	$ 0.28
Diluted net income per share of common stock	$ 0.02	$ 0.18	$ 0.19	$ 0.28

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INITIAL PUBLIC OFFERING (Details) - USD ($)	May 18, 2021	Sep. 30, 2022	Dec. 31, 2021
Class A common stock
INITIAL PUBLIC OFFERING
Common shares, par value (in dollars per share)		$ 0.0001	$ 0.0001
Initial Public Offering
INITIAL PUBLIC OFFERING
Number of units issued	23,000,000
Purchase price, per unit	$ 10.00
Gross proceeds	$ 230,000,000
Initial Public Offering | Warrants
INITIAL PUBLIC OFFERING
Number of warrants in a unit	0.5
Initial Public Offering | Class A common stock
INITIAL PUBLIC OFFERING
Number of shares in a unit	1
Common shares, par value (in dollars per share)	$ 0.0001
Initial Public Offering | Class A common stock | Warrants
INITIAL PUBLIC OFFERING
Number of shares issuable per warrant	1
Exercise price of warrants	$ 11.50

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PRIVATE PLACEMENT (Details) - USD ($)		9 Months Ended
	May 18, 2021	Sep. 30, 2021	Sep. 30, 2022
PRIVATE PLACEMENT
Proceeds from sale of warrants		$ 6,600,000
Private Placement Warrants
PRIVATE PLACEMENT
Warrants issued			6,600,000
Private Placement Warrants | Private Placement
PRIVATE PLACEMENT
Warrants issued	6,600,000
Price of warrants	$ 1.00
Proceeds from sale of warrants	$ 6,600,000

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RELATED PARTY TRANSACTIONS - Founder Shares (Details)		1 Months Ended		9 Months Ended
	Dec. 05, 2020 USD ($) shares	May 31, 2021 shares	Mar. 31, 2021 $ / shares shares	Sep. 30, 2022 D $ / shares	Jul. 31, 2021 shares	Feb. 28, 2021 shares
Sponsor
Related Party Transaction
Percentage of shares holding after IPO		20.00%
Sponsor | Class B common stock | Over-allotment option
Related Party Transaction
Shares subject to forfeiture					862,500
Founder Shares | Over-allotment option
Related Party Transaction
Shares subject to forfeiture		862,500
Founder Shares | Sponsor
Related Party Transaction
Shares surrendered						1,437,500
Purchase price, per unit | $ / shares			$ 0.003
Number of shares owned		6,612,500
Shares subject to forfeiture		575,000
Restrictions on transfer period of time after business combination completion				1 year
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares				$ 12.00
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D				20
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D				30
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences				150 days
Founder Shares | Sponsor | President
Related Party Transaction
Number of shares issued			718,750
Founder Shares | Sponsor | Chairman
Related Party Transaction
Number of shares issued			300,000
Founder Shares | Sponsor | Lead director
Related Party Transaction
Number of shares issued			359,375
Founder Shares | Sponsor | Other independent directors
Related Party Transaction
Number of shares issued			40,000
Founder Shares | Sponsor | Class B common stock
Related Party Transaction
Number of shares issued	8,625,000
Aggregate purchase price | $	$ 25,000

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RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($)		1 Months Ended	3 Months Ended	9 Months Ended
	Apr. 12, 2022	Oct. 31, 2021	Sep. 30, 2022	Sep. 30, 2022	Sep. 30, 2021	Oct. 12, 2022	Dec. 31, 2021	Dec. 05, 2020
Administrative Services Agreement
Related Party Transaction
Expenses per month				$ 10,000
Expenses incurred and paid			$ 30,000	90,000	$ 45,000
Outstanding expenses			165,000	165,000			$ 75,000
Promissory Note - Related Party
Related Party Transaction
Maximum borrowing capacity of related party promissory note								$ 300,000
Outstanding balance of related party note			0	0			0
Advances from Related Party
Related Party Transaction
Amount due to sponsor			59	59			$ 59
Advances from Related Party | Sponsor
Related Party Transaction
Affiliate of Sponsor for certain operating costs					$ 5,420
Sponsor repaid		$ 5,361
Related Party Loans
Related Party Transaction
Loan conversion agreement warrant			$ 1,500,000	$ 1,500,000
Price of warrant			$ 10.00	$ 10.00
Aggregate loan amount			$ 1,200,000	$ 1,200,000
Related Party Loans | Sponsor
Related Party Transaction
Aggregate loan amount	$ 1,600,000					$ 300,000
Interest rate	0.96%

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COMMITMENTS AND CONTINGENCIES (Details)	9 Months Ended
	Sep. 30, 2022 USD ($) item $ / shares shares
COMMITMENTS AND CONTINGENCIES
Maximum number of demands for registration of securities | item	3
Underwriting Agreement
COMMITMENTS AND CONTINGENCIES
Deferred fee per unit | $ / shares	$ 0.35
Deferred underwriting fee payable | $	$ 8,050,000
Underwriter cash discount | $	$ 4,600,000
Underwriting cash discount per unit | $ / shares	$ 0.20
Over-allotment option | Underwriting Agreement
COMMITMENTS AND CONTINGENCIES
Number of units issued | shares	3,450,000

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COMMITMENTS AND CONTINGENCIES - Forward Purchase Agreement (Details)	9 Months Ended
	Sep. 30, 2022 USD ($) $ / shares shares
COMMITMENTS AND CONTINGENCIES
Purchase price	$ 10.00
Forward purchase warrants
COMMITMENTS AND CONTINGENCIES
Number of shares per warrant | shares	0.5
Class A common stock | Forward purchase warrants
COMMITMENTS AND CONTINGENCIES
Proceeds from issuance of units | $	$ 50,000,000
Purchase price	$ 10.00
Exercise price of warrant	$ 11.50

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STOCKHOLDERS' EQUITY - Preferred Stock Shares (Details) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
STOCKHOLDERS' EQUITY
Preferred shares, shares authorized	1,000,000	1,000,000
Preferred stock, par value, (per share)	$ 0.0001	$ 0.0001
Preferred shares, shares issued	0	0
Preferred shares, shares outstanding	0	0

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STOCKHOLDERS' EQUITY - Common Stock Shares (Details)	9 Months Ended
	Sep. 30, 2022 Vote $ / shares shares	Dec. 31, 2021 $ / shares shares
Common Class A Subject to Redemption
Class of Stock
Temporary equity par value | $ / shares	$ 0.0001	$ 0.0001
Common shares, votes per share | Vote	1
Temporary equity shares issued	23,000,000	23,000,000
Temporary equity, shares outstanding	23,000,000	23,000,000
Temporary equity shares authorized	100,000,000	100,000,000
Class B common stock
Class of Stock
Ratio to be applied to the stock in the conversion	20
Class B Common stock subject to redemption
Class of Stock
Temporary equity par value | $ / shares	$ 0.0001	$ 0.0001
Common shares, votes per share | Vote	1
Temporary equity shares issued	5,750,000	5,750,000
Temporary equity, shares outstanding	5,750,000	5,750,000
Temporary equity shares authorized	60,000,000	60,000,000

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WARRANTS (Details)	9 Months Ended
	Sep. 30, 2022 D $ / shares shares
Warrants
Class of Warrant or Right
Warrants issued | shares	18,100,000
Private Placement Warrants
Class of Warrant or Right
Warrants issued | shares	6,600,000
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination.	30 days
Public Warrants
Class of Warrant or Right
Warrants issued | shares	11,500,000
Public Warrants exercisable term after the completion of a business combination	30 days
Public Warrants exercisable term from the closing of the initial public offering	12 months
Public Warrants expiration term	5 years
Threshold period for filling registration statement after business combination	15 days
Threshold period for effective within statement after business combination	60 days
Stock price trigger for redemption of public warrants (in dollar per share ) | $ / shares	$ 18.00
Redemption price per public warrant (in dollars per share) | $ / shares	$ 0.01
Minimum threshold written notice period for redemption of public warrants	30 days
Threshold trading days for redemption of public warrants | D	20
Threshold consecutive trading days for redemption of public warrants | D	30
Threshold number of business days before sending notice of redemption to warrant holders | D	3

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FAIR VALUE MEASUREMENTS - Assets and Liabilities Measured at Fair Value (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Assets:
Marketable securities held in Trust Account	$ 231,336,755	$ 230,040,937
Liabilities:
Derivative warrant liabilities	2,593,240	10,183,520
Level 1
Assets:
Marketable securities held in Trust Account	231,336,755	230,040,937
Level 1 | Public Warrants
Liabilities:
Derivative warrant liabilities		6,440,000
Level 2 | Public Warrants
Liabilities:
Derivative warrant liabilities	1,495,000
Level 3 | Forward Purchase Asset.
Assets:
Derivative Warrant Assets		90,500
Level 3 | Private Placement Warrants
Liabilities:
Derivative warrant liabilities	1,098,240	$ 3,743,520
Level 3 | Forward Purchase Liability.
Assets:
Derivative liability	$ 646,500

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FAIR VALUE MEASUREMENTS - Change in the Fair Value of the Warrant Liabilities (Details) - USD ($)	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Derivative warrant liability
Balance	$ 10,183,520
Balance, net	2,593,240
Level 3
Forward purchase asset (liability)
Balance at the beginning	90,500
Change in fair value of forward purchase agreement	(737,000)
Balance, net	(646,500)
Derivative warrant liability
Balance	3,743,520	$ 0
Derivative liabilities recorded on issuance of derivative warrants and forward purchase agreement		15,411,375
Transfer to Level 1		(5,646,500)
Change in fair value of derivative liabilities	(2,645,280)	(5,802,479)
Balance, net	$ 1,098,240	$ 3,606,556

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FAIR VALUE MEASUREMENTS - Fair Value Measurements Inputs (Details) - Level 3	Sep. 30, 2022 $ / shares item Y	Dec. 31, 2021 item $ / shares Y
Risk-free interest rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Derivative Liability, Measurement Input	0.0395	0.0027
Risk-free interest rate | Minimum
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Derivative Liability, Measurement Input	0.0248	0.0008
Risk-free interest rate | Maximum
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Derivative Liability, Measurement Input	0.0403	0.0112
Expected life of grants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Derivative Liability, Measurement Input | Y	5.44	5.69
Expected volatility of underlying stock
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Derivative Liability, Measurement Input	0.020	0.102
Dividends
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Derivative Liability, Measurement Input	0	0
Implied Stock Price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Derivative Liability, Measurement Input | $ / shares	9.80	9.68
Concluded Value of Private Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Derivative Liability, Measurement Input | $ / shares	0.17	0.57
Concluded Unit Value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Derivative Liability, Measurement Input | $ / shares	9.89	9.96
Expected life of forward purchase agreement
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Derivative Liability, Measurement Input | Y	0.63	0.69

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FAIR VALUE MEASUREMENTS (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation
Derivative liability	$ 2,593,240		$ 2,593,240		$ 10,183,520
Gain on change in fair value of derivative liabilities	(173,790)	$ (5,802,479)	(6,853,280)	$ (6,158,319)
Level 3
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation
Derivative liability	1,098,240	$ 3,606,556	1,098,240	$ 3,606,556	3,743,520	$ 0
Forward Purchase Asset. | Level 3
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation
Derivative assets					$ 90,500
Forward Purchase Liability. | Level 3
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation
Derivative Liability	$ 646,500		$ 646,500

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SUBSEQUENT EVENTS (Details) - USD ($)		9 Months Ended
	Oct. 21, 2022	Sep. 30, 2022	Oct. 12, 2022
Subsequent Event [Line Items]
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)		100.00%
Subsequent Event
Subsequent Event [Line Items]
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)	100.00%
Subsequent Event | Sponsor
Subsequent Event [Line Items]
Agreed loan from related party			$ 300,000