UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to OSR HOLDINGS, INC. (Exact name of registrant as specified in its charter) | Delaware | 001-41390 | 84-5052822 | | --- | --- | --- | | (State or other jurisd ...

IPO and Financing - The Company completed its IPO on February 14, 2023, raising gross proceeds of $60 million from the sale of 6,000,000 units at $10.00 per unit[14] - The underwriters exercised the Over-Allotment Option, purchasing an additional 900,000 units, generating an additional $9 million in gross proceeds[15] - Transaction costs for the IPO totaled $2,721,126, including $1,380,000 in underwriting discounts[16] - Following the IPO, approximately $70,207,500 was placed in a Trust Account, which is invested in U.S. government securities[16] - The anticipated $20 million PIPE transaction with Toonon was canceled, impacting the Company's cash position at the time of the Business Combination[28] - The Company has entered into agreements for alternative financing, but there is no guarantee these will be sufficient to meet financial obligations[28] Business Combination - The Company entered into a Business Combination Agreement with OSR on November 16, 2023, to facilitate a share exchange[18] - The Business Combination with OSR was completed on February 14, 2025, resulting in a name change to the Company, Inc. and a change in trading symbols[20] Financial Challenges and Risks - The Company may face claims from creditors due to insolvency at the time of the Business Combination, which could lead to bankruptcy proceedings[28] - The Company is now a controlled company under Nasdaq Listing Rules, which may limit stockholder protections[28] - The company may incur significant operating losses for the foreseeable future and may never achieve or maintain profitability[30] - Substantial additional capital will be required to finance operations, and failure to raise such capital could delay or eliminate research and development programs[30] - The management team has limited experience managing and operating a U.S. public company[30] - The company's limited operating history and early-stage development programs create uncertainties in executing its business model[30] - The investment strategy relies on assumptions that may not be realized, impacting future growth[30] Operational and Market Challenges - There is currently no marketing and sales organization for pharmaceutical products, which may hinder revenue generation[30] - The company's subsidiaries are developing oral immunotherapies and biologics, but these programs are in early stages of development[30] - Outsourcing of discovery, clinical development, and manufacturing functions poses significant risks that could adversely affect business operations[30] - The company faces challenges in obtaining and maintaining patent and intellectual property protection, which is critical for competitive positioning[30] - Economic conditions in South Korea could materially and adversely affect current business and future growth[30]

Business Combination - The Company extended the deadline for completing a business combination from November 14, 2023, to February 14, 2024, with a potential further extension to May 14, 2024[134]. - The Company entered into a Business Combination Agreement with OSR Holdings on November 16, 2023, with an Aggregate Consideration reduced from 25,033,961 shares to 24,461,214 shares[139][140]. - The Aggregate Consideration Value was decreased from $250,339,610 to $244,612,136 in the Amended and Restated Business Combination Agreement[140]. - The Minimum Available Cash Condition for the Closing is set at $5,000,001, which includes cash in the Trust Account and other cash equivalents[142]. - The Company deposited $180,000 into the Trust Account on November 13, 2023, as part of the extension agreement[134]. - The Company has the authority to further extend the business combination deadline by depositing $60,000 into the Trust Account by specified dates[134]. - The A&R BCA includes exclusivity provisions preventing OSR Holdings from engaging in alternative transactions during the agreement period[143]. - If the Company is unable to complete a Business Combination by February 14, 2025, it will cease all operations except for the purpose of liquidating[170]. Financial Performance - For the three months ended September 30, 2024, the company reported a net loss of $230,961, compared to a net income of $78,183 for the same period in 2023[159]. - For the nine months ended September 30, 2024, the company had a net loss of $388,686, down from a net income of $489,952 for the same period in 2023[160]. - The company generated non-operating income of $269,204 from investments held in the Trust Account for the three months ended September 30, 2024[159]. - The net proceeds from the IPO, after deducting offering expenses and underwriting commissions, amounted to $70,610,000, with $70,207,500 placed in the Trust Account[163]. - The company intends to use substantially all funds in the Trust Account to complete its initial business combination, with an estimated annual franchise tax obligation of $200,000[164]. Capital Structure - The company issued 222,222 shares of Series A Preferred Stock at $90.00 per share, raising a total of $20,000,000 through a PIPE Investment[147]. - The Series A Preferred Stock is convertible into common stock at an initial conversion price of $9.00, allowing for conversion into 10 shares of common stock per preferred share[147]. Compliance and Regulatory Matters - The company regained compliance with Nasdaq Listing Rules on June 23, 2024, after addressing issues related to board composition[151]. - The company received a notification from Nasdaq regarding non-compliance with the Minimum Public Holders Requirement but was granted an extension until August 13, 2024, to demonstrate compliance[153]. Working Capital and Financial Position - As of September 30, 2024, the Company had $12,236 in its operating bank account and a working capital deficit of $3,901,465[165]. - The Company believes it will not have sufficient working capital to meet its needs through the earlier of the consummation of an initial business combination or February 14, 2025[167]. - The Company has no long-term debt or capital lease obligations, but incurs a monthly fee of $7,500 to an affiliate of its Sponsor for office space and administrative support[172]. - Chardan is entitled to a deferred underwriting commission of $2,070,000, which will be waived if the initial business combination is not completed[173]. - The Company has incurred deferred legal fees of approximately $1,068,261, payable upon consummation of a business combination[173]. - The Company has no off-balance sheet arrangements as of September 30, 2024[171]. Internal Controls - Management identified material weaknesses in internal control over financial reporting as of September 30, 2024[177]. - The Company does not expect to seek loans from parties other than its Sponsor, officers, and directors or their affiliates[166]. - There were no changes in the Company's internal control over financial reporting during the three months ended September 30, 2024[178].

Business Combination Timeline - The Company extended the deadline for completing a business combination from November 14, 2023, to February 14, 2024, with a potential further extension to May 14, 2024[115]. - The Company has the authority to further extend the business combination deadline by depositing $60,000 into the Trust Account on specified dates[115]. - If the company fails to complete a business combination by November 14, 2024, it will cease operations and liquidate[141]. Business Combination Agreement - The Company entered into a Business Combination Agreement with OSR Holdings Co. Ltd. on November 16, 2023, with a reduction in the Aggregate Consideration from 25,033,961 shares to 24,461,214 shares[119]. - The Aggregate Consideration Value was reduced from $250,339,610 to $244,612,136 in the Amended and Restated Business Combination Agreement[120]. - The A&R BCA includes exclusivity provisions preventing engagement in any Alternative Transaction until the Closing[124]. - The Company must meet customary closing conditions, including stockholder approval and regulatory filings, before the Business Combination can be completed[122]. Financial Performance - For the three months ended June 30, 2024, the company reported a net loss of $97,295, compared to a net income of $301,464 for the same period in 2023[131]. - For the six months ended June 30, 2024, the company had a net loss of $157,725, down from a net income of $411,769 in the same period of 2023[132]. - As of June 30, 2024, the company had $119,116 in its operating bank account and a working capital deficit of $3,251,300[137]. - The company generated non-operating income of $465,505 from investments held in the Trust Account for the three months ended June 30, 2024[131]. - The net proceeds from the IPO and Private Placement Units amounted to $70,610,000, with $70,207,500 placed in the Trust Account[135]. - The company has incurred deferred legal fees of approximately $864,813, payable upon consummation of a business combination[144]. - The company has no long-term debt or off-balance sheet arrangements as of June 30, 2024[142]. Shareholder Actions - A total of 3,432,046 shares were tendered for redemption at approximately $10.49 per share, resulting in an aggregate redemption amount of $35,995,728, leaving $36,372,335 in the Trust Account[117]. - Following the May Special Meeting, 1,581,733 shares were tendered for redemption at approximately $10.78 per share, totaling $17,045,763, leaving $20,327,120 in the Trust Account[118]. - The company must demonstrate a minimum of 300 public holders by August 13, 2024, to regain compliance with Nasdaq's listing requirements[127]. Cash Management - The Minimum Available Cash Condition for the Closing is set at $5,000,001, which includes cash in the Trust Account and other cash equivalents[123]. - The Company deposited $180,000 into the Trust Account on November 13, 2023, as part of the extension agreement[115]. - The company intends to use substantially all funds in the Trust Account to complete its initial business combination[136].

Business Combination and Extensions - The Company extended the deadline for completing a business combination from November 14, 2023, to February 14, 2024, with a potential further extension to May 14, 2024[108]. - The Company entered into a Business Combination Agreement with OSR Holdings Co. Ltd. on November 16, 2023, aiming to acquire at least 75% of OSR Holdings Common Stock[112]. - The Business Combination is subject to a minimum available cash condition of at least $5,000,001 in the Trust Account prior to closing[115]. - The Company has received stockholder approval for the extension of the business combination deadline and the Trust Agreement amendment[108]. - The Business Combination Agreement includes exclusivity provisions preventing engagement in alternative transactions during the agreement period[116]. - If the Company fails to complete a business combination by November 14, 2024, it will cease operations and liquidate[134]. Financial Position and Performance - A total of 3,432,046 shares were tendered for redemption at approximately $10.49 per share, resulting in an aggregate redemption amount of $35,995,727.58, leaving $36,372,335 in the Trust Account[108]. - The Company has a tax withdrawal of $561,957 from the Trust Account following the redemptions[108]. - For the three months ended March 31, 2024, the Company reported a net loss of $60,430, compared to a net income of $110,305 for the same period in 2023[126]. - The Company generated non-operating income of $480,824 from investments held in the Trust Account for the three months ended March 31, 2024[126]. - As of March 31, 2024, the Company had a working capital deficit of $2,676,899 and only $3,637 in its operating bank account[130]. - The net proceeds from the IPO and Private Placement Units amounted to $70,610,000, with $70,207,500 placed in the Trust Account[128]. - The Company intends to use substantially all funds in the Trust Account to complete its initial business combination[129]. - The Company issued unsecured promissory notes totaling $135,000 to board members in connection with the Trust Account deposits[110]. - The Company issued unsecured promissory notes totaling $1,390,000 to the Sponsor to fund working capital and other expenses[121][124]. - The Company has no long-term debt or off-balance sheet arrangements as of March 31, 2024[135]. Compliance and Regulatory Matters - The Company must regain compliance with Nasdaq Listing Rule 5605(c)(2)(A) by June 21, 2024, following a director's resignation[118]. - The Company received a notification from Nasdaq regarding non-compliance with the Minimum Public Holders Requirement, needing to demonstrate 300 public holders by August 13, 2024[120]. Accounting and Reporting - The company has not identified any critical accounting estimates that could materially affect reported amounts of assets and liabilities[140]. - The company is classified as a smaller reporting company and is not required to provide additional market risk disclosures[141].

Business Combination and Liquidation Risks - The company must complete its initial business combination by May 14, 2024, or it will cease operations and liquidate, potentially returning public stockholders approximately $10.175 per share[143]. - If the initial business combination is not completed within the required timeframe, public stockholders may have to wait more than 15 months for distributions from the Trust Account[141]. - The company may not be able to find a suitable target business within the prescribed timeframe, which could undermine its ability to complete a business combination[145]. - If too many public stockholders exercise their redemption rights, the company may not meet closing conditions for a business combination, potentially leading to abandonment of the transaction[175]. - If the initial business combination is not completed, public stockholders may receive approximately $10.175 per share upon liquidation of the Trust Account[202]. - The company intends to redeem public shares as soon as possible following the closing of its IPO if the initial business combination is not completed[223]. - A 1% U.S. federal excise tax may be imposed on share redemptions in connection with an initial business combination[203]. - If the company liquidates, warrants and rights would expire worthless, resulting in a loss of potential investment opportunity[211]. Financial Reporting and Internal Controls - The company has identified material weaknesses in its internal control over financial reporting as of December 31, 2023, which could adversely affect investor confidence and business operations[147]. - The company may face litigation or disputes arising from the identified material weaknesses in its internal control over financial reporting[152]. - The company is evaluating its Board composition to regain compliance with Nasdaq's audit committee requirements[218]. - There are no changes or disagreements with accountants regarding accounting and financial disclosure[260]. Compliance and Regulatory Issues - The company is currently not in compliance with Nasdaq continued listing requirements and has until June 21, 2024, to regain compliance[218]. - On February 15, 2024, the company received a notice from Nasdaq indicating non-compliance with the Minimum Public Holders Rule, requiring at least 300 public holders[219]. - The company may not hold an annual meeting of stockholders until after the initial business combination, potentially leading to non-compliance with Section 211(b) of the DGCL[227]. - The SEC's 2024 SPAC Rules may increase costs and time needed to complete a business combination, potentially leading to earlier liquidation of the Trust Account[186][188]. Financial Position and Resources - The company has incurred and expects to incur significant costs associated with the initial business combination, which will reduce available cash for other corporate purposes if the combination is not completed[161]. - The company has limited funds available for operations and may depend on loans from its Sponsor or management team to fund its search for a target business[157]. - A decline in interest rates could limit available funds for business combination searches, as the company relies on interest earned from the Trust Account[198]. - The company must maintain net tangible assets of at least $5,000,001 to proceed with redemptions and business combinations[175]. - The ability of public stockholders to redeem shares may reduce the public float of common stock, complicating the maintenance of listings on national securities exchanges[185]. - The company expects intense competition for potential acquisitions due to limited financial resources compared to well-established competitors[202]. Geopolitical and External Factors - The ongoing geopolitical conflicts, including the Russia-Ukraine conflict, may adversely affect the company's search for a business combination and overall financial position[155]. - The company may face delays in completing an initial business combination due to potential CFIUS review, which could limit transaction opportunities[210].

Financial Performance - For the three months ended September 30, 2023, the company reported a net income of $78,183, compared to a net loss of $20,022 for the same period in 2022[110]. - For the nine months ended September 30, 2023, the company achieved a net income of $489,952, significantly improving from a net loss of $21,136 in the prior year[111]. - The company generated interest income from investments held in the Trust Account amounting to $618,499 for the three months ended September 30, 2023[110]. - The company incurred general and administrative expenses of $410,431 for the three months ended September 30, 2023[110]. Capital and Funding - The total net proceeds from the initial public offering and private placement amounted to $70,610,000, with $70,207,500 placed in the trust account[114]. - The company has a working capital deficit of $1,022,711 as of September 30, 2023[117]. - The company plans to use substantially all funds in the trust account to complete its initial business combination[115]. Business Combination Plans - A special meeting of stockholders is scheduled for November 9, 2023, to vote on extending the deadline for completing a business combination to February 14, 2024[105]. - The company has entered into a non-binding letter of intent for a business combination with OSR Holdings, a global healthcare holding company[104]. Costs and Expenses - The company expects to incur significant costs related to being a public company and pursuing its acquisition plans[113]. - Chardan is entitled to a deferred underwriting commission of $2,070,000, which will be waived if the initial business combination is not completed[124]. - Deferred legal fees of $345,868.73 will only become due upon the consummation of a business combination[124]. Securities and Registration Rights - Holders of founder shares and other securities are entitled to make up to two demands for registration under the Securities Act[125]. - Chardan's demand and "piggyback" registration rights will expire after five and seven years, respectively, from the date of the prospectus[125]. Accounting and Reporting - The company has not identified any critical accounting estimates that could materially differ from actual results[127]. - The company qualifies as a smaller reporting company and is not required to provide additional market risk disclosures[128].

Financial Performance - For the three months ended June 30, 2023, the company reported a net income of $301,464, compared to a net loss of $988 for the same period in 2022[107]. - For the six months ended June 30, 2023, the company achieved a net income of $411,769, up from a net loss of $1,114 in the prior year[108]. - The company generated non-operating income of $1,228,030 from investments held in the Trust Account for the six months ended June 30, 2023[108]. Financial Position - The company had a working capital deficit of $482,395 as of June 30, 2023[114]. - The net proceeds from the initial public offering amounted to $70,610,000, with $70,207,500 placed in the trust account[111]. - The company has no long-term debt or off-balance sheet arrangements as of June 30, 2023[118]. Business Operations - The company entered into a non-binding letter of intent for a business combination with OSR Holdings, a global healthcare holding company[105]. - The company expects to incur significant costs related to being a public company and for due diligence expenses in connection with the initial business combination[106]. - The company plans to use substantially all funds in the trust account to complete the initial business combination[112]. - If the company does not complete a business combination by November 14, 2023, it will cease operations and liquidate[117]. Internal Controls and Legal Matters - No changes in internal control over financial reporting during the most recent fiscal quarter that materially affected internal controls[126]. - Company is not currently subject to any material legal proceedings, nor are any threatened against the company or its officers[127].

Financial Performance - For the three months ended March 31, 2023, the company reported a net income of $110,305, compared to a net loss of $126 for the same period in 2022[102]. - The company generated non-operating income of $417,728 from investments held in the Trust Account[102]. Capital Structure - The net proceeds from the initial public offering and private placement amounted to $70,610,000, with $70,207,500 placed in the trust account[104]. - As of March 31, 2023, the company had $348,802 in its operating bank account and working capital of $26,443[107]. - The company has no long-term debt or off-balance sheet arrangements as of March 31, 2023[111]. Future Obligations and Risks - The company expects to incur significant costs in pursuit of financing and acquisition plans following the initial public offering[103]. - The company has a contractual obligation to pay an affiliate of its Sponsor a monthly fee of $7,500 for office space and administrative support[113]. - The company will cease operations and liquidate if it cannot complete a business combination by November 14, 2023[110]. - The company estimates its annual franchise tax obligations to be $200,000, which may be paid from funds held outside the trust account[105]. - The company may require additional funding through loans from its Sponsor or affiliates to meet working capital needs[108].

Financial Performance - The company reported a net loss of $35,388 for the year ended December 31, 2022, compared to a net loss of $3,308 for the year ended December 31, 2021, indicating a significant increase in operating costs [159]. Liquidity and Capital Structure - As of December 31, 2022, the company had $124,501 in its operating bank account and a working capital deficit of $1,138,861, raising concerns about its liquidity [164]. - The net proceeds from the initial public offering and the sale of Private Placement Units amounted to $70,610,000, with $70,207,500 placed in the Trust Account for future business combinations [162]. - The company has no off-balance sheet arrangements or long-term debt obligations as of December 31, 2022 [168]. Business Operations and Obligations - The company expects to incur significant costs related to being a public company, including legal and financial reporting expenses, as well as due diligence costs for potential business combinations [158]. - The company has a contractual obligation to pay an affiliate of its Sponsor a monthly fee of $7,500 for office space and administrative support, starting from February 9, 2023 [169]. - The company has incurred legal fees of $100,000 related to its initial public offering, which will only be payable upon consummation of a business combination [170]. Future Prospects and Risks - If the company fails to complete a business combination by November 14, 2023, it will cease operations and liquidate, raising substantial doubt about its ability to continue as a going concern [167]. - The company intends to use substantially all funds in the Trust Account to complete its initial business combination, with the possibility of withdrawing interest to pay taxes [163]. - The company anticipates that interest earned on the Trust Account will be sufficient to cover its annual franchise tax obligations of $200,000 [163].