OSR Health, Inc. 10-K

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities Market Information Our units, common stock, warrants and rights are traded on the Nasdaq Capital Market under the symbols ““BLACU,” “BLAC,” “BLACW,” and “BLACR” respectively. Our units commenced public trading on February 9, 2023 and our common stock, warrants and rights commenced public trading on March 17, 2023. Holders On March 24, 2023, there were 2 holders of record of our units, 9 holders of record of our common stock, 5 holders of record of our warrants and 2 holders of record or our rights. Dividends We have not paid any cash dividends on our common stock to date and do not intend to pay cash dividends prior to the completion of our initial business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of our initial business combination. The payment of any cash dividends subsequent to our initial business combination will be within the discretion of our board of directors at such time. In addition, our board of directors is not currently contemplating and does not anticipate declaring any share dividends in the foreseeable future. Further, if we incur any indebtedness in connection with our initial business combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith. Securities Authorized for Issuance Under Equity Compensation Plans None. Recent Sales of Unregistered Securities; Use of Proceeds from Registered Offerings Prior to the closing of our initial public offering, our Sponsor had advanced funds to us for the payment of expenses in connection with the initial public offering, which amount was evidenced by non-interest bearing promissory notes. As of December 31, 2022 and immediately prior to the closing of our initial public offering, we had borrowed $1,200,000 under the promissory note with our Sponsor. Such amount promissory notes were deemed to be repaid and settled in connection with the private placement upon the closing of the initial public offering. On July 30, 2022, our Sponsor purchased 1,437,500 founder shares for an aggregate purchase price of $25,000, or approximately $0.017 per share. On April 25, 2022, we executed a stock split, resulting in an aggregate of 1,725,000 founder shares held by our Sponsor. The founder shares included an aggregate of up to 225,000 founder shares that were subject to forfeiture to the extent that the underwriters’ Over-Allotment Option was not exercise in full or part. The number of founder shares issued was determined based on the expectation that the founder shares would 23 represent 20% of the outstanding common stock upon completion of our initial public offering. The securities were issued in connection with our organization pursuant to an exemption from registration contained in Section 4(a)(2) of the Securities Act. On February 14, 2023, we consummated our initial public offering of 6,000,000 units. Each Unit consists of one share of common stock, par value $0.0001 per share, one redeemable warrant, with each warrant entitling the holder thereof to purchase one share of common stock for $11.50 per share, subject to certain adjustments, and one right, with each right entitling the holder thereof to one-tenth (1/10) of one share of common stock. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $60,000,000. Chardan was the book-running manager of our initial public offering. The securities sold in the offering were registered under the Securities Act on a registration statement on Form S-1 (333-264597). The registration statement became effective on February 9, 2023. Simultaneously with the closing of the initial public offering, we consummated the private placement of 430,000 Private Placement Units to our Sponsor for an aggregate purchase price of $4,300,000. The Private Placement Units are identical to the Units sold in the offering. The private placement was conducted as a non-public transaction and, as a transaction by an issuer not involving a public offering, is exempt from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities Act. A total of $61,050,000, comprised of the proceeds from the initial public offering and certain proceeds from the private placement, was placed in a U.S.-based Trust Account maintained by Continental Stock Transfer & Trust Company, acting as trustee. On February 21, 2022, the underwriters of our initial public offering exercised the Over-Allotment Option and purchased an additional 900,000 units, generating additional gross proceeds of $9,000,000. In connection with the exercise of the Over-Allotment Option, a total of $70,207,500, comprised of the proceeds from the closing, the private placement and the sale of the Over-Allotment Units, was placed into the Trust Account. We paid a total of $1,380,000 in underwriting discounts and commissions and $1,341,126 for other costs and expenses related to the initial public offering. In addition, the underwriters agreed to defer $2,070,000 in underwriting discounts and commissions. There has been no material change in the planned use of proceeds from our initial public offering as described in our final prospectus dated February 9, 2023 which was filed with the SEC. Purchases of Equity Securities by the Issuer and Affiliated Purchasers None. Item 6. [Reserved]