Financial Projections and Costs - The company expects to incur significant costs in pursuit of its acquisition plans and may depend on permitted withdrawals and loans from its sponsor or management team to fund operations [130]. - Of the net proceeds from the Initial Public Offering, $800,000 will be available initially outside the trust account for working capital requirements [131]. - The company estimates offering expenses at $1,200,000, with any excess potentially funded by loans or additional investments from affiliates [131]. - The trust account is expected to generate approximately $1.4 million in annual interest, assuming a 4.50% interest rate [131]. - The company may face write-downs or impairments post-combination that could negatively impact financial condition and stockholder value [132]. - Proposed SEC rules may increase costs and time needed to complete a business combination, potentially leading to earlier liquidation of funds [140]. - The company may be required to take legal action against its sponsor to enforce indemnification obligations if trust account proceeds are reduced below $10.00 per share [135]. - The company may be subject to a new 1% U.S. federal excise tax on certain stock repurchases, which could reduce cash available for distribution to stockholders [146]. - If deemed an investment company under the Investment Company Act, the company may face severe restrictions and additional regulatory burdens, potentially leading to liquidation [145]. - The company may incur substantial debt to complete a business combination, which could negatively impact financial condition and stockholder value [198]. Shareholder and Stock Information - If the initial business combination is not completed, public stockholders may receive approximately $10.00 per share or less upon liquidation of the trust account [131]. - Following the extension, stockholders holding 19,896,459 shares of Class A common stock redeemed their shares, leaving 536,896,459 authorized but unissued shares of Class A common stock available [160]. - The company has authorized the issuance of up to 540,000,000 shares of Class A common stock and 60,000,000 shares of Class B common stock, with significant shares available for future issuance [159]. - The company may issue additional shares of Class A common stock or preferred stock to complete its initial business combination, potentially diluting existing stockholders' interests [161]. - Stockholders may lose the ability to redeem shares exceeding 15% of their holdings if the company seeks stockholder approval for its initial business combination without conducting redemptions [190]. - Initial stockholders owned 20% of the outstanding common stock upon the closing of the Initial Public Offering [201]. - The company issued 18,100,000 warrants in connection with the Initial Public Offering, including 11,500,000 public warrants and 6,600,000 private placement warrants [204]. - The exercise price of the warrants is set at $11.50 per share, subject to adjustments [212]. - The company may redeem outstanding warrants at a price of $0.01 per warrant if the Class A common stock price exceeds $18.00 for 20 trading days within a 30-day period [211]. - The forward purchase agreement may involve issuing up to 5,000,000 shares of Class A common stock and warrants for an additional 2,500,000 shares [212]. Business Combination Risks and Challenges - The company has not identified specific target businesses for its initial business combination, making it difficult to assess the merits or risks of potential acquisitions [150]. - The company may not complete its initial business combination if the aggregate cash consideration required for redemptions exceeds the available cash, which could lead to searching for an alternative business combination [173]. - The absence of a specified maximum redemption threshold may allow the company to complete a business combination even if a majority of stockholders disagree [173]. - The company may not be able to maintain control of a target business after the initial business combination, which could affect its operations [169]. - The company may seek to complete its initial business combination with a private company, which may have limited available information and could result in lower profitability than expected [168]. - The company may face significant dilution of equity interest for investors if a substantial number of new shares are issued during the business combination [164]. - The company faces risks of litigation due to the identified material weakness in internal controls, which could adversely affect operations and financial condition [210]. - The potential for increased competition for attractive targets may complicate or delay the initial business combination [205]. - The company faces challenges in completing initial business combinations due to compliance obligations under the Sarbanes-Oxley Act, which may increase time and costs [219]. Management and Governance Issues - The company’s management team may face conflicts of interest due to their commitments to other businesses, which could impact the completion of initial business combinations [224]. - The company does not have employment agreements or key-man insurance for its officers and directors, making it vulnerable to the loss of key personnel [227]. - The ability to assess the management of prospective target businesses may be limited, potentially affecting the success of initial business combinations [231]. - The company’s officers and directors may have conflicts of interest due to affiliations with other entities engaged in similar business activities [235]. - The company has not adopted a policy to prohibit its directors and officers from having financial interests in transactions, which may lead to conflicts [237]. - The company’s amended and restated certificate of incorporation includes provisions that may discourage unsolicited takeover proposals, potentially limiting future stock prices [221]. - The company has provisions in its amended certificate of incorporation that may discourage lawsuits against its directors and officers, potentially impacting shareholder rights [246]. Economic and Regulatory Environment - The ongoing military conflict between Russia and Ukraine has created economic uncertainty, potentially adversely affecting the company's financial condition and operations [257]. - The company is subject to various risks associated with cross-border business operations, including compliance with local laws and managing currency exchange issues [258]. - The company may face additional risks and complexities when pursuing business combinations with companies operating outside the United States, including regulatory approvals and currency fluctuations [253][254]. - As of December 31, 2022, the net proceeds from the 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 [307]. - The company has instructed the trustee to liquidate U.S. government treasury obligations or money market funds held in the trust account and to hold all funds in cash to mitigate the risk of being deemed an unregistered investment company [308].
Osiris Acquisition (OSI) - 2022 Q4 - Annual Report