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Item 1A. Risk Factors

2024-11-14 compared with 2024-08-19 · 25 added, 35 removed, 15 unchanged (80% of the section changed)

6 unchanged sentences

Except as disclosed below, there have been no material changes to the risk factors described in Part I, Item 1A, “Risk Factors,” included in our 2023 Annual Report.

As a result of the stockholder redemptions in connection with the May Special Meeting, Kuk Hyoun Hwang, through his ownership and control over the Sponsor and affiliated entities, currently possesses beneficial ownership of and controlling voting power with respect to, a majority of our outstanding common stock, which will limit public stockholders’ influence on corporate matters.

Additionally, Mr.

Hwang has agreed to vote in favor of the initial business combination with OSR Holdings Co., Ltd., regardless of how public stockholders vote.

As a result of the stockholder redemptions in connection with the May Special Meeting, Mr.

Hwang is entitled to vote an aggregate of approximately 50.4% of our common stock, which represents a majority of outstanding shares of common stock.

Hwang has the ability to control our affairs through the election and removal of the entire Board and all other matters requiring stockholder approval, including a future business combination, merger or consolidation, or a sale of all or substantially all of our assets.

This concentrated control limits the influence of our public stockholder on corporate matters and could discourage others from initiating any such potential merger, consolidation or sale or other change-of-control

transaction that may otherwise be beneficial to our stockholders.

Furthermore, this concentrated control will limit the practical effect of stockholders’ participation in corporate matters, through stockholder votes and otherwise.

In addition, Mr.

Hwang has agreed to vote his shares in favor of the initial business combination with OSR Holdings Co., Ltd.

These shares are sufficient to approve the initial business combination and all other proposals being presented at the relevant meeting.

Accordingly, when we present the initial business to our stockholders for a vote, we expect to be able to obtain the necessary stockholder approval for such business combination and other proposals, even if our public stockholders vote against the business combination and such proposals.

If we seek stockholder approval of our initial business combination, our Sponsor, officers and directors and Chardan have agreed to vote in favor of such initial business combination, regardless of how our other public stockholders vote.

Pursuant to the letter agreement, our sponsor, officers and directors have agreed to vote their founder shares and placement shares, as well as any public shares purchased during or after our IPO (including in open market and privately negotiated transactions), in favor of our initial business combination.

In addition, Chardan has agreed to vote all equity participation shares as well as any public shares purchased during or after our IPO (including in open market and privately negotiated transactions) in favor of our initial business combination.

Our initial stockholders, officers, directors and Chardan own shares representing approximately 53.3% of our outstanding shares of common stock.

As a result, we will not need the affirmative vote of any shares of common stock held by public stockholders in order to approve an initial business combination.

We are currently not in compliance with the Nasdaq continued listing requirements.

A high number of redemptions could impact our ability to regain compliance with Nasdaq’s listing requirements.

If we are unable to regain compliance with Nasdaq’s listing requirements, our securities could be delisted, which could affect our securities’ market price and liquidity.

On February 15, 2024, we received a written notice (the “Notice”) from the Nasdaq Listing Qualifications Department indicating that we were not in compliance with Nasdaq Listing Rule 5550(a)(3), which requires us to have at least 300 public holders for continued listing on the Nasdaq Capital Market (the “Minimum Public Holders Rule”).

The Notice is only a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of our securities on the Nasdaq Capital Market.

We submitted a plan to regain compliance with the Minimum Public Holders Rule to Nasdaq on April 1, 2024.

On April 17, 2024, we received written notice that the staff of Nasdaq determined, based on its review of our compliance plan, to grant an extension of time to regain compliance with the Minimum Public Holders Requirement.

The terms of the extension are as follows:

on or before August 13, 2024, we must file with Nasdaq documentation from its transfer agent, or an independent source, demonstrating that its common stock has a minimum of 300 public holders.

In the event we do not satisfy the terms, the Nasdaq staff will provide written notification that our securities will be delisted.

At that time, we may appeal the determination to a Listing Qualifications Panel.

We are a “controlled company” within the meaning of the Nasdaq rules and, as a result, we qualify for exemptions from certain corporate governance requirements.

As a result of the stockholder redemptions in connection with the May Special Meeting, our current Chief Executive Officer and member of our Board of Directors, Mr.

Kuk Hyoun Hwang, is entitled to vote an aggregate of approximately 50.4% of our common stock, which represents a majority of our outstanding shares of common stock.

As a result, we are considered a “controlled company” within the meaning of the Nasdaq corporate governance standards.

Under the Nasdaq corporate governance standards, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including the requirements that:

we have a board that includes a majority of “independent directors,” as defined under the rules of the Nasdaq;

we have a compensation committee of our board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities;

we have a nominating and corporate governance committee of our board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.

We do not intend to utilize these exemptions and intend to comply with the corporate governance requirements of the Nasdaq, subject to applicable phase-in rules.

However, if we determine in the future to utilize some or all of these exemptions, our stockholders will not have the same protections afforded to stockholders of companies that are subject to all of the Nasdaq corporate governance requirements.

The Notice is only a notification of deficiency, not of imminent delisting, and has no current effect on the

listing or trading of our securities on the Nasdaq Capital Market.

The Company submitted a plan to regain compliance with the Minimum Public Holders Rule to Nasdaq on April 1, 2024.

On April 17, 2024, the Company received written notice from Nasdaq granting an extension to August 13, 2024 to regain compliance with the Minimum Public Holders Rule (the “Compliance Period”).

On August 20, 2024, the Company received written notice (the “Second Notice”) from Nasdaq stating that the Company has not regained compliance with the Minimum Public Holders Rule within the Compliance Period.

In accordance with the Second Notice, the Company timely requested a hearing before the Hearings Panel (the “Panel”), which automatically stayed any suspension or delisting action of the Company’s securities and was held on October 1, 2024.

On October 4, 2024, the Panel granted the Company’s request for continued listing on the Nasdaq, subject to the requirement that on or before February 17, 2025, the Company shall demonstrate compliance with Listing Rule 5505, and that during the exception period, the Company shall provide prompt notification of any significant events that occur during this time that may affect the Company’s compliance with Nasdaq requirements.

The redemptions resulting from the Annual Meeting of the Company’s stockholders held on November 12, 2024, has further reduced the number of public holders and may impact our ability to adhere to our proposed plan or regain with the Minimum Public Holders Rule.

If we are deemed to be an investment company under Section 3(a)(1)(A) of the Investment Company Act of 1940 (the “Investment Company Act”), our activities would be severely restricted.

The funds in the trust account have, since our IPO, been held only in U.S.

government treasury obligations with a maturity of 185 days or less or in money market funds investing solely in U.S.

government treasury obligations and meeting certain conditions under Rule 2a-7

under the Investment Company Act, and we may be deemed to be an investment company.

The longer that the funds in the trust account are held in short-term U.S.

government treasury obligations or in money market funds invested exclusively in such securities, the greater the risk that we may be considered an unregistered investment company under Section 3(a)(1)(A) of the Investment Company Act, in which case we may be required to liquidate the Company.

The risk of being deemed subject to the Investment Company Act may increase the longer the Company holds securities, and also may increase to the extent the funds in the trust account are not held in cash.

Accordingly, we may determine, in our discretion, to transfer the investments held in the trust account at any time and instead hold all funds in the trust account in interest-bearing accounts, which would further reduce the dollar amount our public stockholders would receive upon any redemption or liquidation of the Company.

If we are deemed to be an investment company under the Investment Company Act, our activities would be severely restricted.

In addition, we would be subject to burdensome compliance requirements.

We do not believe that our principal activities will subject us to regulation as an investment company under the Investment Company Act.

However, if we are deemed to be an investment company and subject to compliance with and regulation under the Investment Company Act, we would be subject to additional regulatory burdens and expenses for which we have not allotted funds.

As a result, unless we are able to modify our activities so that we would not be deemed an investment company, we may abandon our efforts to complete an initial business combination and instead liquidate the Company.

If we are required to liquidate, our stockholders will miss the opportunity to benefit from an investment in a target company and the appreciation in value of such investment through an initial business combination.

Additionally, if we are required to liquidate, there will be no redemption rights or liquidating distributions with respect to our warrants and rights, which will expire worthless in the event of our winding up.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

4 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1A. Risk Factors