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Item 2. Management’s Discussion and Analysis

2025-05-20 compared with 2024-11-14 · 377 added, 210 removed, 10 unchanged (98% of the section changed)

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 by Bellevue Life Sciences Acquisition Corp.

References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Bellevue Global Life Sciences Investors LLC, a Delaware limited liability company.

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 notes thereto contained elsewhere in this Quarterly Report.

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 on Form 10-Q 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”).

We have based these forward-looking statements on our current expectations and projections about future events.

These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements.

In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions.

Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other filings made with the U.S.

in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to by OSR

Holdings, Inc.

References to our “management” or our “management team” refer to our officers and directors.

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 notes thereto contained elsewhere in this Quarterly Report.

Certain information contained in the

discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Note Regarding Forward-Looking Statements

Quarterly Report on Form 10-Q 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”).

We have based these forward-looking statements on our current expectations and projections about future

These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause

our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity,

performance or achievements expressed or implied by such forward-looking statements.

In some cases, you can identify forward-looking

statements by terminology such as “may,” “should,” “could,” “would,” “expect,”

“plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative

of such terms or other similar expressions.

Factors that might cause or contribute to such a discrepancy include, but are not limited

to, those described in our other filings made with the U.S.

Securities and Exchange Commission (“SEC”).

We are a blank check company incorporated as a Delaware corporation and formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities.

We intend to effectuate our initial business combination using cash from the proceeds of our initial public offering (“IPO”) and the private placement units, the proceeds of the sale of our capital stock in connection with our initial business combination, shares issued to the owners of the target, debt issued to banks or other lenders or the owners of the target, or a combination of the foregoing.

The issuance of additional shares in connection with an initial business combination:

may significantly dilute the equity interests of our existing investors;

may subordinate the rights of holders of our common stock if preferred stock is issued with rights senior to those afforded our common stock;

could cause a change in control if a substantial number of shares of our common stock is 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;

may adversely affect prevailing market prices for our common stock, warrants and/or rights.

Similarly, if we issue debt securities or otherwise incur significant indebtedness, 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 security is payable on demand;

our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security 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;

other purposes and other disadvantages compared to our competitors who have less debt.

Recent Developments

Extension of Termination Date

November Special Meeting

On November 9, 2023, the Company held a special meeting of its stockholders (the “Special Meeting”).

At the Special Meeting, the Company’s stockholders approved the proposal (the “First Extension Amendment Proposal”) to amend the Company’s Charter to extend the date by which the Company must consummate a business combination from November 14, 2023 to February 14, 2024 (the “First Extended Date”) and approved a proposal to give the Board of Directors (the “Board”) the authority in its discretion to amend the Charter to extend the date by which the Company must consummate a business combination from the First Extended Date to May 14, 2024 (the “Second Extended Date”).

Additionally, the stockholders approved the First Amendment to the Trust Agreement (the “First Trust Agreement Amendment”) that extends the date by which the Company must liquidate the Trust Account established in connection with the Company’s IPO, from November 14, 2023 to the First Extended Date by depositing into the Trust Account $180,000 if the Company has not completed its initial business combination, and, upon the Board exercising its discretion to further extend the date by which the Company must liquidate the Trust Account if the Company has not completed its initial business combination, to the Second Extended Date, by depositing into the Trust Account by no later than each of February 14, 2024, March 14, 2024, and April 15, 2024, the lesser of (i) $60,000 or (ii) $0.026 per share for each public share that was not redeemed in connection with the First Extension Amendment Proposal.

Following such approval by the Company’s stockholders, the Company entered into the First Trust Agreement Amendment with Continental Stock Transfer & Trust Company on November 10, 2023 and has subsequently amended the Charter to extend the date by which the Company must consummate a business combination to the First Extended Date.

The Company also deposited $180,000 into the Trust Account on November 13, 2023.

In connection with the Special Meeting, 3,432,046 shares of common stock of the Company were tendered for redemption at a redemption price of approximately $10.49 per share for an aggregate redemption amount of $35,995,728, leaving $36,372,335 in the Trust Account immediately after the redemptions and a tax withdrawal by the Company of $561,957.

Additionally, in February 2024, the Board authorized and approved a second Certificate of Amendment to the Charter.

The second Certificate of Amendment to the Charter was filed with the Delaware Secretary of State, with an effective date of February 9, 2024, and extended the date by which the Company must consummate a business combination to the Second Extended Date.

In connection with the extension by which the Company must consummate a business combination to the Second Extended Date, the Company deposited an extension payment of $60,000 into the Trust Account on each of February 9, 2024, March 12, 2024 and April 9, 2024.

May Special Meeting

On May 10, 2024, the Company convened a special meeting of its stockholders as scheduled and adjourned without any business being conducted.

The meeting was reconvened on May 14, 2024 (the “May Special Meeting”).

At the May Special Meeting, the Company’s stockholders approved the proposal to amend the Company’s Charter to extend the date by which the Company must consummate a business combination from May 14, 2024 to November 14, 2024.

Following such approval by the Company’s stockholders, the Company has subsequently amended the Charter to extend the date by which the Company must consummate a business combination to November 14, 2024.

In connection with the May Special Meeting, 1,581,733 shares of common stock of the Company were tendered for redemption at a redemption price of approximately $10.78 per share for an aggregate redemption amount of $17,045,763, leaving $20,327,120 in the Trust Account immediately after the redemptions and a tax withdrawal by the Company of $218,857.

Additionally, the Company deposited an extension payment of $50,000 into the Trust Account on each of May 14, 2024, June 13, 2024, July 12, 2024, August 13, 2024, September 10, 2024, and October11, 2024.

Annual Meeting of Stockholders

On November 12, 2024, the Company held an annual meeting of its stockholders (the “Annual Meeting”).

At the Annual Meeting, the Company’s stockholders approved two proposals to amend the Company’s Charter.

The stockholders approved a proposal to amend the Charter to allow the Company to extend the date by which the Company must consummate a business combination from November 14, 2024 to February 14, 2025 (the “Extension Amendment Proposal”).

The stockholders also approved a proposal to amend the Charter to remove the net tangible asset requirement in order to expand the methods that the Company may employ so as not to become subject to the “penny stock” rules of the SEC (the “NTA Requirement Amendment Proposal”, and together with the Extension Amendment Proposal, the “Charter Amendment”).

The Charter Amendment was filed with the Delaware Secretary of State and has an effective date of November 12, 2024.The stockholders also duly elected each of the five (5) existing directors to the Company’s Board of Directors until the next annual meeting of stockholders following this annual meeting or until each such director’s successor is elected and qualified, subject to his earlier death, resignation or removal.

In connection with the votes to approve the Extension Amendment Proposal and NTA Requirement Amendment Proposal, 1,766,469 shares of common stock of the Company were tendered for redemption.

Proposed Business Combination

On November 16, 2023, the Company and OSR Holdings Co.

Ltd., a corporation organized under the laws of the Republic of Korea (“OSR Holdings”), entered into a Business Combination Agreement (the “Business Combination Agreement”).

Prior to the closing of the Business Combination Agreement (the “Closing”), each holder of OSR Holdings Common Stock that executes a Participating Stockholder Joinder to the Business Combination Agreement on or prior to the Closing (each such Person, a “Participating Company Stockholder”), and each holder of OSR Holdings Common Stock that executes a Non-Participating Stockholder Joinder on or prior to the Closing (each such Person, a “Non-Participating Company Stockholder”) will be joined as parties to the Business Combination Agreement, pursuant to which at the Effective Time (i) the Company shall issue the Aggregate Participating Consideration to the Participating Company Stockholders, and (ii) the Participating Company Stockholders shall sell, transfer, convey, assign and deliver all of their respective shares of OSR Holdings Common Stock to the Company (subclauses (i) and (ii), collectively, the “Share Exchange”).

The Non-Participating Company Stockholders will continue to hold their shares of OSR Holdings Common Stock subject to their Non-Participating Stockholder Joinders entered into with the Company on or before the Closing Date.

Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the A&R BCA (as defined below).

On May 23, 2024, the Company and OSR Holdings entered into an Amended and Restated Business Combination Agreement (the “A&R BCA”), which reflects certain changes and updates to the terms set forth in the Business Combination Agreement including:

(i) the removal of references to the proposed acquisition by OSR Holdings of Landmark BioVentures AG, and incidental changes related thereto;

(ii) a reduction in the Aggregate Consideration from 25,033,961 shares of BLAC Common Stock to 24,461,214 shares of BLAC Common Stock;

(iii) a reduction in the Aggregate Consideration Value from $250,339,610 to $244,612,136;

and (iv) changes to the designation of the post-closing Board of Directors of BLAC.

Capitalized terms used in this section but not otherwise defined herein have the meanings given to them in the A&R BCA, a copy of which is attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 14, 2024.

Conditions to Closing

The Closing is subject to customary closing conditions for special purpose acquisition companies, including, among others:

(i) approval by the Company’s stockholders of the BLAC Proposals;

(ii) no Governmental Authority shall have enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, decree, executive order, or award which is then in effect and has the effect of making the Transactions, including the Business Combination, illegal or otherwise prohibiting consummation of the Transactions, including the Business Combination;

(iii) all required regulatory filings and approvals in the United States and outside the United States, shall have been completed and any applicable waiting period (and any extension thereof) applicable to the consummation of the Transactions shall have expired or been terminated, and any pre-Closing approvals or clearances reasonably required thereunder shall have been obtained;

(iv) all required consents, approvals and authorizations shall have been obtained from and made with all Governmental Authorities;

(v) the shares of the Company’s common stock shall be listed on Nasdaq as of the Closing Date;

(vi) no material adverse effects on the Company or OSR Holdings shall have occurred between the date of the Business Combination Agreement and the Closing Date;

(vii) the Lock-Up Agreements shall have been duly executed by the Company and certain holders of OSR Holdings Common Stock;

(viii) OSR Holdings shall have delivered to the Company (a) Participating Stockholder Joinders duly executed by Participating Company Stockholders holding at least 60% of the OSR Holdings Fully Diluted Share Amount, and (b) Non-Participating Stockholder Joinders executed by the Non-Participating Company Stockholders;

(ix) the Company’s M&A Committee shall have received an opinion from an advisor engaged by the Company’s M&A Committee that the Transactions are fair, from a financial point of view, to the Company and its stockholders;

(x) a supplemental listing shall have been filed with Nasdaq as of the Closing Date to list the shares constituting the Aggregate Participating Consideration;

(xi) on or prior to the Closing, OSR Holdings shall deliver to the Company a properly executed certification that shares of OSR Holdings Common Stock are not “U.S.

real property interests” in accordance with the Treasury Regulations under Sections 897 and 1445 of the Code, together with a notice to the U.S.

Internal Revenue Service in accordance with the provisions of Section 1.897-2(h)(2) of the Treasury Regulations;

and (xii) customary bringdown conditions.

Additionally, the obligations of OSR Holdings and the OSR Holdings Stockholders to consummate the Transactions are conditioned upon, among other things, a minimum available cash condition such that the (a) amount of cash and cash equivalents available in the Trust Account immediately prior to the Closing, plus (b) all other cash and cash equivalents of BLAC, plus (c) the aggregate amount of cash proceeds received from the PIPE Financing prior to or substantially concurrently with the Closing (without, for the avoidance of doubt, taking into consideration any transaction fees, costs and expenses paid or required to be paid by the Company prior to the Closing), shall be equal to or greater than $5,000,001 (the “Minimum Available Cash Condition”).

The A&R BCA contains exclusivity provisions restricting the parties from engaging in any Alternative Transaction (as defined below) for a period ending on the earlier of (i) the Closing and/or (ii) the termination of the A&R BCA.

An “Alternative Transaction” includes (A) any sale of assets of OSR Holdings equal to 5% or more of OSR Holdings’ assets or to which 5% or more of OSR Holdings’ revenues or earnings are attributable, (B) the issuance or acquisition of 5% or more of the outstanding capital stock (on an as converted to OSR Holdings Common Stock basis) or other voting securities representing 5% or more of the combined voting power of OSR Holdings, or (3) any conversion, consolidation, merger, liquidation, dissolution or similar transaction which, if consummated, would result in any person or other entity or group beneficially owning 5% or more of the combined voting power of OSR Holdings, other than with the Company and certain of its affiliates.

Representations, Warranties and Covenants

The A&R BCA contains customary representations, warranties and covenants of (a) OSR Holdings, (b) the Company and (c) OSR Holdings Stockholders relating to, among other things, their ability to enter into the A&R BCA and the Joinders, as applicable.

The A&R BCA may be terminated, and the Business Combination and the other Transactions may be abandoned at any time prior to the Effective Time, notwithstanding any requisite approval and adoption of the A&R BCA and the Transactions by the stockholders of OSR Holdings or the Company, as follows:

(i) by mutual written consent of the Company and OSR Holdings;

(ii) by either the Company or OSR Holdings if the Effective Time shall not have occurred prior to November 14, 2024 subject to certain exceptions;

(iii) by either the Company or OSR Holdings if any Governmental Authority, including in the United States or the Republic of Korea, shall have taken action to prevent or prohibit the Business Combination;

(iv) by either the Company or OSR Holdings if any of the BLAC Proposals shall fail to receive the requisite vote for approval at the BLAC Stockholders’ Meeting;

(v) by the Company upon a material breach of any representation, warranty, covenant or agreement on the part of OSR Holdings set forth in the A&R BCA;

or (vi) by OSR Holdings upon a material breach of any representation, warranty, covenant or agreement on the part of the Company set forth in the A&R BCA.

Subscription Agreement

On October 4, 2024, the Company and Toonon Partners Co., Ltd.

(“Toonon”) entered into a subscription agreement (the “Subscription Agreement”), pursuant to which, among other things, the Company has agreed to issue and sell to Toonon, and Toonon has agreed to subscribe for and purchase, 222,222 shares (the “PIPE Shares”) of Series A Preferred Stock of the Company (the “Series A Preferred Stock”) for $90.00 per share (the “Series A Original Issue Price”) representing an aggregate purchase price of $20,000,000 (the “PIPE Investment”).

Prior to closing of the PIPE Investment, the Company intends to file with the Secretary of State of the State of Delaware a Certificate of Designations (the “Certificate of Designations”) setting forth the rights and preferences of the Series A Preferred Stock, which have been agreed to between the Company and Toonon.

Such rights and preferences include, among others, that (1) dividends will accrue at a rate of 5% per annum of the Series A Original Issue Price (except as otherwise provided for in the Certificate of Designations) to be payable only when, as, and if declared by the board of directors of the Company or as otherwise specifically provided in the Certificate of Designations;

(2) the Series A Preferred Stock is convertible, at the option of the holder thereof, into shares of common stock of the Company (“Common Stock”) in an amount equal to the quotient of (i) the Series A Original Issue Price plus all unpaid accruing dividends as of the date of the conversion and (ii) the then applicable conversion price (as adjusted, the “Conversion Price”).

The initial Conversion Price is $9.00 resulting in each share of Series A Preferred Stock being convertible into 10 shares of Company common stock.

Beginning on the one-year anniversary of the original issue date (the “Original Issue Date”), the Company has the option, in its sole discretion, to redeem all or a portion of the then outstanding shares of Series A Preferred Stock, for an amount equal to the Series A Original Issue Price plus all unpaid accruing dividends as of the date of the redemption;

provided, that, for purposes of calculating the accruing dividends in the event of a redemption, dividends will have been deemed to have accrued at a rate of 7.0% per annum of the Series A Original Issue Price (the “Redemption Price”).

Beginning on the three-year anniversary of the Original Issue Date, any holder of Series A Preferred Stock may demand that the Company redeem all or a portion of such holder’s Series A Preferred Stock in an amount equal to the Redemption Price.

Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Subscription Agreement.

The proceeds of the PIPE Investment will be used by the Company for working capital and general corporate purposes following the closing of the Business Combination.

The Subscription Agreement contains customary representations and warranties of the Company and Toonon, and customary conditions to closing, including (i) the consummation of the Business Combination and (ii) certification by an officer of the Company that the Certificate of Designations has been filed with the Secretary of State of the State of Delaware and is in full force and effect.

Additionally, pursuant to the Subscription Agreement, the Company and Toonon will enter into a registration rights agreement prior to the closing of the PIPE Investment, pursuant to which, among other things, the Company will be obligated to (i) file a registration statement to register the common stock issuable upon conversion of the PIPE Shares as soon as practicable following the receipt of written demand from Toonon, and (ii) use its commercially reasonable efforts to effect such registration, subject to certain exceptions.

The PIPE Shares to be sold in connection with the PIPE Investment will be exempt from registration pursuant to Regulation S under the U.S.

Securities Act of 1933, as amended.

Nasdaq Listing Rules Compliance

As previously reported by the Company on Form 8-K filed on June 28, 2023, due to the resignation of a director effective on June 21, 2023, the Company notified the Listing Qualifications Department of Nasdaq that the Company was not currently in compliance with the Listing Rule.

The Listing Rule requires the Audit Committee of the Board of Directors be composed of at least three members, each of whom must meet independence requirements under the Nasdaq Listing Rules and the Securities Exchange Act of 1934, as amended.

BLAC regained compliance with the Listing Rule on June 23, 2024.

As previously reported by the Company on Form 8-K filed on June 13, 2024, due to the resignation of directors effective on June 7, 2024, the Company notified the Listing Qualifications Department of Nasdaq that the Company was not currently in compliance with Nasdaq’s majority independent board, compensation committee composition and audit committee composition requirements as described in the Additional Listing Rules.

BLAC regained compliance with the Additional Listing Rules on June 23, 2024.

On February 15, 2024, the Company received a notification from the Listing Qualifications Department of Nasdaq notifying the Company that the Company no longer meets the minimum 300 public holders requirement for The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(3) (the “Minimum Public Holders Requirement”).

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

On April 1, 2024, the Company submitted to Nasdaq a plan to regain compliance with the Minimum Public Holders Requirement and, on April 17, 2024, the staff of Nasdaq approved the plan and granted the Company an extension until August 13, 2024 to demonstrate compliance with the Minimum Public Holders Requirement (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 Requirement 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 the hearing 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.

Recent Promissory Notes

On April 8, 2024 and April 17, 2024, the Company issued unsecured promissory notes to Sponsor in the aggregate principal amount of $1,250,000 (the “April Sponsor Notes”).

On May 14, 2024, the Company issued an unsecured promissory note to the Sponsor (the “May Sponsor Note”) in the principal amount of $140,000.

On July 11, 2024, the Company issued to the Sponsor an unsecured promissory note (the “July Sponsor Note” and together with the April Sponsor Notes and the May Sponsor Note, the “Sponsor Notes”) in the principal amount of $280,000 to the Sponsor.

The Sponsor Notes do not bear interest and are payable in full on the earlier of (i) December 31, 2024 or (ii) the date on which the Company consummates an initial business combination.

In the event that the Company does not consummate a business combination on or prior to the time provided in the Company’s Charter (as subject to extension), the Sponsor agrees to forgive the principal balance of the Sponsor Notes, except to the extent of any funds remaining outside of the Company’s trust account.

The following events constitute an event of default under the Sponsor Notes:

(i) a failure to pay the principal within five business days of the maturity date and (ii) the commencement of a voluntary or involuntary bankruptcy action.

On October 10, 2024, the Company issued an unsecured promissory note to Jun Chul Whang, a member of the Company’s Board (the “Second JCW Promissory Note”) in the principal amount of $40,000 to Mr.

Whang for its receipt of $40,000 to fund working capital and other expenses of the Company.

The Second JCW Promissory Note is non-interest bearing and is payable in full on the earlier of (i) November 9, 2024, (ii) at such time the

Company raises additional working capital funds, or (iii) the date on which the Company consummates an initial business combination.

In the event that the Company does not consummate an initial business combination on or prior to the time provided in the Charter, as amended, Mr.

Whang agrees to forgive the principal balance of the Second JCW Promissory Note, except to the extent of any funds remaining outside of the Company’s trust account, if any;

On October 16, 2024, the Company issued an unsecured promissory note to Duksung Co., LTD.

(“Duksung”) in the principal amount of $800,000 (the “Duksung Promissory Note”).

The Duksung Promissory Note bears interest at a simple rate of 5% per annum;

provided, however, solely for purposes of prepayment pursuant to a redemption of the Duksung Promissory Note, interest shall be deemed to have accrued at a simple rate of 7% per annum, and, unless earlier converted or redeemed, is payable in full on October 15, 2025 (the “Duksung Promissory Note Maturity Date”).

In the event of, and simultaneously with the closing of a Qualified PIPE Financing (as defined in the Duksung Promissory Note), the Duksung Promissory Note automatically converts into Company common stock in an amount equal to the quotient (rounded to the nearest whole share) obtained by dividing (a) the outstanding principal amount and unpaid accrued interest under the Duksung Promissory Note by (b) eight dollars and ten cents ($8.10) (the “Conversion”).

The Conversion shall constitute satisfaction in full of the obligations of the Company under the Duksung Promissory Note.

In the event a Qualified PIPE Financing does not occur on or before March 31, 2025 (the “PIPE Outside Date”), the Company may prepay the Duksung Promissory Note, in whole or in part, at any time after the PIPE Outside Date.

The amount to be paid pursuant to any such prepayment shall include the outstanding principal amount plus accrued and unpaid interest calculated at a simple rate of 7% from the issuance date.

On October 25, 2024, OSR Holdings Co., Ltd.

issued a promissory note to the Company in the aggregate principal amount of $300,000 (the “OSR Promissory Note”) to fund working capital and other expenses of OSR Holdings.

The OSR Holdings Promissory Note bears interest at a rate of three and ninety-six hundredths’ percent (3.96%) per annum and shall be compounded semi-annually.

The OSR Promissory Note is payable on October 25, 2025 (the “OSR Promissory Note Maturity Date”) and all accrued interest shall be payable on the Maturity Date.

The following events constitute an event of default under the OSR Promissory Note:

(i) a failure to pay the outstanding balance due within five (5) business days of the OSR Promissory Note Maturity Date and (ii) the commencement of a voluntary or involuntary bankruptcy action.

Results of Operations

Our entire activity since inception through September 30, 2024 related to our formation and IPO, and subsequent to the IPO, related to identifying a target company for an initial business combination.

We do not expect to generate any operating revenues until after the completion of an initial business combination.

We generated non-operating income in the form of interest income on investments held after our IPO.

We will incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with searching for, and completing, an initial business combination.

For the three months ended September 30, 2024, we had a net loss of $230,961 which consisted of general and administrative expenses of $454,132 and provision for income taxes of $46,033, offset by income from investments held in the Trust Account of $269,204.

For the three months ended September 30, 2023, we had net income of $78,183, which consisted of income from investments held in the Trust Account of $618,499, offset by general and administrative expenses of $410,431 and provision for income taxes of $129,885.

For the nine months ended September 30, 2024, we had a net loss of $388,686 which consisted of general and administrative expenses of $1,380,457 and provision for income taxes of $223,762, offset by income from investments held in the Trust Account of $1,215,533.

For the nine months ended September 30, 2023, we had net income of $489,952, which consisted of income from investments held in the Trust Account of $1,846,529, offset by general and administrative expenses of $968,806 and provision for income taxes of $387,771.

to our initial Business Combination on February 14, 2025, we were a blank check company incorporated as a Delaware corporation and formed

for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar

business combination with one or more businesses or entities.

We effectuated our initial business combination using cash from the proceeds

of our IPO and the Private Placement Units, the proceeds of the sale of our capital stock in connection with our initial business combination,

shares issued to the owners of the target, debt issued to banks or other lenders or the owners of the target, or a combination of the

had been approved at the special meeting of the Company’s stockholders held on November 9, 2023, a Certificate of Amendment to

the Company’s Charter to extend the date by which the Company must consummate a business combination from the February 14,

2024 to May 14, 2024 was filed with the Delaware Secretary of State with an effective date of February 9, 2024.

The foregoing description

of the Charter Amendment is qualified in its entirety by the full text of the Charter Amendment, a copy of which is filed as Exhibit

3.1 to the February 9, 2024 Form 8-K.

also previously reported by the Company on Form 8-K dated May 14, 2024, on that date the Company held a special meeting of its stockholders

(the “ May 14, 2024 Special Meeting ”).

At the May 14, 2024 Special Meeting, the Company’s stockholders approved

a proposal to amend to the Company’s Charter to allow the Company to extend the date by which the Company must consummate a business

combination from May 14, 2024, to November 14, 2024.

of the close of business on April 18, 2024, the record date for the Special Meeting, there were 5,622,954 shares of the Company’s

common stock (“ Common Stock ”) issued and outstanding, each of which was entitled to one vote with respect to each

of the proposals presented at the Special Meeting.

A total of 4,338,495 shares of Common Stock, representing approximately 77.16% of

the outstanding shares of Common Stock entitled to vote at the Special Meeting, were present in person or by proxy, constituting a quorum.

The proposals listed below are described in more detail in the Proxy Statement.

1 - Extension Amendment Proposal

stockholders approved the proposal to amend the Charter to allow the Company to extend the date by which the Company must consummate

a business combination from May 14, 2024 to November 14, 2024.

2 - Adjournment Proposal

stockholders approved the proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit

further solicitation and vote of proxies in the event that there are insufficient votes to approve the Extension Amendment Proposal or

to establish quorum.

connection with the votes to approve the Extension Amendment Proposal, 1,581,733 shares of common stock of the Company were tendered

for redemption.

connection with the approval of the extension of the date by which the Company must consummate a business combination from May 14,

2024 to November 14, 2024, BGLSI (or its affiliates or permitted designees) agreed to deposit, by no later than one business day

prior to each of May 14, 2024, June 14, 2024, July 15, 2024, August 14, 2024, September 16, 2024, and October 15,

2024 (each date referred to herein as a “ Payment Date ”), the amount of $50,000 into the trust account (each such deposit,

a “ Contribution ”).

Each of the foregoing contribution payments were timely made by the Company.

Certificate of Amendment to the Charter (the “ Charter Amendment ”) was filed with the Delaware Secretary of State and

has an effective date of May 14, 2024.

The foregoing description of the Charter Amendment is qualified in its entirety by the full

text of the Charter Amendment, a copy of which is filed as Exhibit 3.1 hereto.

previously reported by the Company on Form 8-K dated November 12, 2024, on that date the Company held an annual meeting of its stockholders

(the “ Annual Meeting ”).

At the Annual Meeting, the Company’s stockholders approved two proposals to amend the

Company’s Amended and Restated Certificate of Incorporation, as amended (the “ Charter ”).

The stockholders approved

a proposal to amend the Charter to allow the Company to extend the date by which the Company must consummate a business combination from

November 14, 2024 to February 14, 2025 (the “ Extension Amendment Proposal ”).

The stockholders also approved

a proposal to amend the Charter to remove the net tangible asset requirement in order to expand the methods that the Company may employ

so as not to become subject to the “penny stock” rules of the U.S.

Securities and Exchange Commission (the “ NTA

Requirement Amendment Proposal ”).

The Certificate of Amendment to the Charter (the “ Charter Amendment ”)

was filed with the Delaware Secretary of State and has an effective date of November 12, 2024.

The foregoing description of the Charter

Amendment is qualified in its entirety by the full text of the Charter Amendment, a copy of which is filed as Exhibit 3.1 to Form 8-K

dated November 12, 2024 hereto.

of the close of business on October 17, 2024, the record date for the Annual Meeting, there were 4,041,221 shares of the Company’s

common stock, par value $0.0001 per share (“ Common Stock ”), issued and outstanding, each of which was entitled to

one vote with respect to each of the proposals presented at the Annual Meeting.

A total of 2,878,990 shares of Common Stock, representing

approximately 71.24% of the outstanding shares of Common Stock entitled to vote at the Annual Meeting, were present in person or by proxy,

constituting a quorum.

the Extension Amendment Proposal and the NTA Requirement Amendment were approved by the shareholders.

Additionally,

the stockholders duly elected each of the five (5) then existing directors (Kuk Hyoun Hwang, Jun Chul Whang, Jin Whan Park, Phil

Geon Lee and Sang Hyun Kim) to the Company’s Board of Directors until the next annual meeting of stockholders following this annual

meeting or until each such director’s successor is elected and qualified, subject to his earlier death, resignation or removal.

connection with the votes to approve the Extension Amendment Proposal and NTA Requirement Amendment Proposal, 1,721,469 shares of common

stock of the Company were tendered for redemption.

previously reported by the Company on Form 8-K dated February 13, 2025, on that date the Company filed an Amended and Restated Certificate

of Incorporation with the Secretary of the State of Delaware.

The terms of the Amended and Restated Certificate of Incorporation are

described in the proxy statement (the “ Proxy Statement ”) for the special meeting of stockholders held by the Company

on February 13, 2025 (the “ Special Meeting ”).

A copy of the Company’s Amended and Restated Certificate of Incorporation

is attached to the Company’s Form 8-K dated February 13, 2025 as Exhibit 3.1.

February 13, 2025, the Company held the Special Meeting.

There were 2,319,752 shares of Company common stock, par value $0.0001 per share

(“ Company Common Stock ”), outstanding at the close of business on January 27, 2025, the record date for the Special

At the Special Meeting, the holders of 2,179,383 shares of Company Common Stock, or 93.95% of the voting power of all outstanding

Company Common Stock were represented in person or by proxy, which constituted a quorum.

forth below are the proposals voted upon at the Special Meeting (each of which is described in the Proxy Statement.

1 – The Business Combination Proposal

Shareholders approved the proposal to approve the business combination (the “ Business Combination ”) reflected by the

Amended and Restated Business Combination Agreement, dated May 23, 2024, as amended on December 20, 2024 (the “ Business Combination

Agreement ”).

2 – The Charter Proposal

Shareholders approved the proposal to approve the Amended and Restated Certificate of Incorporation of the Company (the “ Amended

3A-3F – The Advisory Governance Proposals

Shareholders approved six separate governance proposals (on a non-binding advisory basis in accordance with the requirements of the U.S

Securities and Exchange Commission) relating to material differences between the current certificate of incorporation and the Amended

Charter, and the current bylaws of the Company and Amended and Restated Bylaws of the Company to be in effect upon completion of the

Business Combination.

Specifically:

Change – To change the Company name to “OSR Holdings, Inc.”

Stock – To increase the number of shares of preferred stock that can be issued from 1,000,000 shares to

20,000,000 shares.

Vote Required for Removal of Directors – To provide that directors may be removed by the affirmative vote

of the holders of at least 66 2/3% of the voting power instead of for cause and by the affirmative vote of holders of a majority

of the voting power.

Opportunity – To eliminate the current limitations on the corporate opportunity doctrine.

in Quorum – To provide that the quorum required for stockholder meetings is the holders of one-third in voting power

of then outstanding shares of capital stock entitled to vote at the meeting instead of the holders of a majority in voting power

of then outstanding shares of capital stock entitled to vote at the meeting.

Charter Amendments – To approve all other changes including eliminating certain provisions related to special purpose

acquisition companies that will no longer be relevant following the closing of the Business Combination.

4 – The Incentive Plan Proposal

Shareholders approved the proposal to adopt the new omnibus incentive plan in the form attached as Annex H to the Proxy

5 – The Director Election Proposal

Shareholders approved the proposal to elect nine (9) individuals as directors of the Company following the closing of the Business Combination

until their respective successors are duly elected and qualified.

6 – The Nasdaq Proposal

Shareholders approved the proposal to approve, for purposes of complying with the applicable listing rules of the Nasdaq Stock Market

LLC, the issuance of shares of Company common stock pursuant to the Business Combination Agreement in connection with the Business Combination.

connection with the votes to approve certain of the above proposals, 57,821 shares of Company Common Stock were tendered for redemption.

February 13, 2025, the Company issued a press release announcing the results of the Special Meeting.

A copy of the press release is attached

as Exhibit 99.1 to the Company’s February 13, 2025 Form 8-K filing.

previously disclosed on the Company’s Current Report filed on Form 8-K on February 21, 2025, on February 14, 2025 (the “ Closing

Date ”), the Company completed its previously announced business combination (the “ Business Combination ”)

with the Company Co., Ltd., a corporation organized under the laws of the Republic of Korea (“ OSR ”), pursuant to the

Amended and Restated Business Combination Agreement, dated as of May 23, 2024, as amended on December 20, 2024 (the “ Business

Combination Agreement ”), by and among the Company, OSR, each stockholder of OSR that executed a Participating Joinder thereto

(each such person, a “ Participating Stockholder ”), and each stockholder of OSR that executed a Non-Participating Joinder

thereto (each such person, a “Non-Participating Stockholder”, and together with the Participating Stockholders, the “ OSR

Stockholders ”).

the Closing Date, the Company issued to the Participating Stockholders an aggregate of 16,282,047 shares of Company common stock,

par value $0.0001 per share (“ Company Common Stock ”), and the Participating Stockholders transferred their respective

shares of OSR’s Series A common stock, with a par value of KRW 5,000 per share (“ OSR Common Stock ”), to

the Company (the “ Share Exchange” ).

Following the consummation of the Business Combination and the Share Exchange

(the “Closing”), the Company now owns approximately 67% of the outstanding OSR Common Stock, and OSR Stockholders holding

an additional 22% of the outstanding OSR Common Stock will continue to hold their shares of OSR Common Stock subject to the terms of

the Non-Participating Joinders which contain put and call rights whereby the Non-Participating Stockholders shall have the right

to cause the Company to purchase (the “ Put Right ”) and the Company shall have the right to cause the Non-Participating Stockholders

to sell to the Company or its designee (the “ Call Right ”) all of the shares of OSR Common Stock owned and held of

record by such Non-Participating Stockholder.

These rights become exercisable on or after the earlier of (i) January 1,

2026, or (ii) the date that the Non-Participating Stockholder is notified by the Company of a transaction that will result

in a change in control (as defined in the Non-Participating Joinder) of the Company (the “ Trigger Date ”).

Right and Call Right terminate and expire 120 days after the Trigger Date.

The exchange ratio is fixed under the put/call rights

at the same exchange ratio set forth in the Business Combination Agreement, and there is no option for cash settlement.

Holders of approximately

11% of the outstanding OSR Common Stock did not sign a Joinder and will continue to hold their shares of OSR Common Stock, and such shares

will not be subject to any contractual put or call rights, or other conversion rights, with or into Company Common Stock.

of the Closing Date, Kuk Hyoun Hwang beneficially held approximately 67.8% of the outstanding shares of the Company Common Stock.

to the Closing Date, the Company entered into participating joinders (the “ Participating Joinders ”) with the Participating

Stockholders, pursuant to which the Company issued an aggregate of 16,282,047 shares of Company Common Stock to the Participating Stockholders

in exchange for an aggregate of 1,256,085 shares of OSR Common Stock, or approximately 67% of the outstanding shares of OSR Common Stock.

Pursuant to the Participating Joinders, the Participating Stockholders became party to the Business Combination Agreement with all attendant

rights, duties and obligations (including in respect of all of the representations, warranties, covenants, agreements and conditions

of the Business Combination Agreement), with the same force and effect as if originally named as a “Participating Company Stockholder”

in the Business Combination Agreement.

Participating Joinders contain customary representations, warranties and covenants, and include a general release of all claims against

the Company, OSR and each of its and their respective affiliates, successors, assigns, officers, directors, employees, agents, administrators

and trustees.

foregoing summary is subject to and qualified in its entirety by reference to the Form of Participating Joinder, which is filed hereto

as Exhibit 10.1 to the Company’s February 21, 2025 8-K Filing.

to the Closing Date, the Company entered into non-participating joinders (the “ Non-Participating Joinders ” and, together

with the Participating Joinders, the “ Joinders ”) with the Non-Participating Stockholders, pursuant to which the Non-Participating

Stockholders became party to the Business Combination Agreement with all attendant rights, duties and obligations (including in respect

of all of the representations, warranties, covenants, agreements and conditions of the Business Combination Agreement), with the same

force and effect as if originally named as a “Non-Participating Company Stockholder” in the Business Combination

The Non-Participating

Joinders contain put and call rights for the Non-Participating Stockholders and the Company, respectively, whereby the Non-Participating

Stockholders shall have the Put Right and the Company shall have the Call Right.

Put Right and Call Right will be exercisable on or after the Trigger Date.

The Put Right and Call Right terminate and expire 120 days

after the Trigger Date.

The Non-Participating

Joinders contain customary representations, warranties and covenants, and include a general release of all claims against the Company,

OSR and each of its and their respective affiliates, successors, assigns, officers, directors, employees, agents, administrators and

foregoing summary is subject to and qualified in its entirety by reference to the Form of Non-Participating Joinder, which is filed hereto

as Exhibit 10.2 to the Company’s February 21, 2025 8-K Filing.

Additionally,

on the Closing Date, the Company entered into Lock-up Agreements (the “ Lock-Up Agreements”) with Bellevue Capital

Management LLC (“ BCM ”), BCM Europe AG (“ BCME ”), Sung Jae Yu, and Sung Hoon Chung (together, the

” Holders ”), pursuant to which the Holders are contractually restricted from selling or transferring between 70%-100%

of their shares of Company Common Stock received in the Share Exchange (the “ Lock-Up Shares ”).

Such restrictions became

applicable commencing from the Closing Date and end (i) with respect to BCM and BCME, on the 36-month anniversary of the Closing Date;

and (ii) with respect to Sung Jae Yu and Sung Hoon Chung, on January 1, 2026.

foregoing summary is subject to and qualified in its entirety by reference to the Form of Lock-Up Agreement, which is filed hereto as

Exhibit 10.3 to the Company’s February 21, 2025 8-K Filing.

previously disclosed by the Company in its Current Report on Form 8-K filed On February 18, 2025, on February 14, 2025 the Company issued

a press release announcing the closing of its previously announced business combination with the Company Co., Ltd., a corporation organized

under the laws of the Republic of Korea.

A copy of the press release is attached to the Company’s February 18, 2025 Form 10-K filing

as Exhibit 99.1 thereto.

previously reported by the Company on Form 8-K dated October 25, 2024, on that date the Company advanced a loan to OSR in the amount

of $300,000 evidenced by a promissory note (the “the Company Promissory Note ”) that bears interest at a rate

of 3.96% per annum, compound semi-annually, and is due on October 25, 2025.

Interest is payable only on maturity.

The following

events constitute an event of default under the Company Promissory Note:

(i) a failure to pay the outstanding balance due within

five (5) business days of the Maturity Date and (ii) the commencement of a voluntary or involuntary bankruptcy action.

funds were to be used by OSR for working capital and other expenses of OSR.

Company Promissory Note is filed as Exhibit 10.1 to the Company’s Form 8-K filing of October 25, 2025.

The disclosures set forth herein are intended to be summaries only and are qualified in their entirety by reference

to the Company Promissory Note.

Listing Rules Compliance

previously disclosed in the Company’s Current Report on Form 8-K filed on February 21, 2024, on February 15, 2024 the Company received

a letter (the “ Notice ”) from the Listing Qualifications Department of Nasdaq notifying the Company that the Company

no longer met the minimum 300 public holders requirement for The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(3) (the

“ Minimum Public Holders Requirement ”).

On April 1, 2024, the Company submitted to Nasdaq a plan to regain compliance

with the Minimum Public Holders Requirement and, on April 17, 2024, the staff of Nasdaq approved the plan and granted the Company

an extension until August 13, 2024 to demonstrate compliance with the Minimum Public Holders Requirement (the “ Compliance

previously reported by the Company on Form 8-K dated August 20, 2024, on that date the Company received written notice (the “ Second

Notice ”) from Nasdaq stating that the Company has not regained compliance with the Minimum Public Holders Requirement within

the Compliance Period.

According to the Second Notice, unless the Company timely requested a hearing before a Hearings Panel (the “ Panel ”),

the Company’s securities would be subject to suspension or delisted from Nasdaq.

previously reported by the Company on Form 8-K dated October 4, 2024, in accordance with the Second Notice, the Company timely requested

a hearing before the Nasdaq Hearings Panel (the “Panel”), which automatically stayed any suspension or delisting action of

the Company’s securities, and the hearing 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.

March 7, 2025, the Hearings Advisor from the Nasdaq Office of General Counsel sent a letter to Donohoe Advisory Associates LLC, who have

advised the Company on SEC compliance matters, noting that on February 13, 2025, the Company had completed its business combination with

the Company Co., Ltd.

and finding that “[t]he post transaction entity demonstrated compliance with the requirements for initial

listing under Listing Rule 5505 and the securities of OSRH began trading on the Nasdaq Capital Market February 18, 2025.

[a]ccordingly,

the Panel has determined to continue the listing of the Company’s securities on The Nasdaq Stock Market LLC and is closing this

Promissory Notes

Purchase Agreement

previously reported by the Company on Form 8-K filed on May 12, 2025, on May 6, 2025, the Company entered into a Note Purchase Agreement

with White Lion Capital, LLC, dba White Lion GBM Innovation Fund, a Nevada limited liability company (“White Lion”).

and subject to the terms of the Note Purchase Agreement, White Lion has loaned the Company the principal amount of $1,110,000 at an interest

rate of 5% per annum subject to two Convertible Notes maturing on the date occurring Nine (9) months after the closing date of each respective

The first Convertible Note in the principal amount of $445,000 shall close on or before one day after the filing of a related registration

statement on Form S-1.

The second Convertible Note in the amount of $665,000 shall close one day after such registration statement becomes

Company has agreed to allocate 10% of the proceeds from each purchase notice under the ELOC and/or warrant exercise toward the repayment

of the outstanding Convertible Note(s).

At any time, White Lion may convert one or both Convertible Notes at 95% multiplied by

the lowest Volume Weighted Average Price (“VWAP”) fifteen days prior to the conversion notice.

The Company and the Investor

have agreed that no more than 4.99% of the shares outstanding will be issued to White Lion.

of Operations

of the Three Months Ended March 31, 2024 and 2025

The following table presents OSR Holdings’ statements of operations

for the three months ended March 31, 2024 and 2025, and percentage change between the two periods:

Three Months Ended March 31,

Cost of Sales

Selling, general and administrative expenses

Operating loss

Other income (expense)

Profit (loss) before income taxes

(11,392,814 )

Net sales for the three months ended March 31, 2025 decreased by $149

thousand, or 16%, compared to the same period in 2024, primarily due to the termination of relationship with a key RMC customer Penumbra

in late 2024.

OSR Holdings expects revenue to decrease in 2025 and possibly longer until RMC can replace the sales of Penumbra’s

products by increasing other sales or securing additional products from other manufacturers.

Cost of sales for the three months ended March 31, 2025 decreased by

$78 thousand, or 12%, from the same period in 2024, in line with lower sales volume for RMC, after the termination of its relationship

with Penumbra.

Gross profit for the three months ended March 31, 2025 decreased by $71 thousand,

or 30%, from the same period in 2024.

Gross margin percentage decreased from 26.3% to 22.2%, primarily due to KRW depreciation that led

to higher costs of imported goods for RMC.

In the meantime, the Health Insurance Review and Assessment Service of Korea (“HIRA”)

will officially increase the reimbursement amount by 2% from April 1, 2025.

This is expected to partially offset the impact of unfavorable

KRW exchange rates.

General and Administrative Expenses

OSR Holding’s SG&A expenses in the three months ended March 31,

2025, consisted mainly of personnel-related expenses, including salaries, retirement payment, benefits, bonus, and travel.

SG&A expenses included amortization of intangible assets, research and development expenses, professional services fees, such as

legal, audit, investor relations and press releases, non-income taxes, insurance costs, and employee recruiting and training costs.

SG&A expenses decreased by 13% in the three months ended March 31, 2025, primarily attributable to a decrease of approximately $623

thousand in amortization expense, resulting from the change in the useful life of certain intangible assets to align with the useful

life of other intangible assets.

This benefit was partially offset by an increase in personnel-related expenses.

Research and Development (R&D) Expenses

OSR Holding’s R&D expenses consisted primarily of development costs

associated with our product candidates in pre-clinical and clinical trials, and related costs of salaries and contractors.

are expensed as incurred.

OSR Holdings expects to incur and report R&D related expenses mainly from its subsidiaries actively engaged

in R&D at an estimated amount of $2.5 million to $3.0 million per quarter beginning from the middle of 2025, which could

potentially increase to $5.0 million to $6.0 million per quarter.

Operating Loss

Operating loss was $2.9 million for the three months ended March 31, 2025, compared to $3.3 million in the

same period of 2024.

The slight improvement was primarily driven by a reduction in SG&A expenses, largely attributable to lower amortization

expenses following a change in the useful lives of certain intangible assets.

This benefit was partially offset by an increase in personnel-related

Other Income (Expense)

Interest income decreased from $5.5 thousand for the three months ended March 31,

2024 to $4.3 thousand in the same period in 2025, a decrease of 22%.

Interest expense increased by $2.9 thousand, or 21%, from $13.5 thousand

in the three months ended March 31, 2024, to $16.4 thousand in the same period in 2025, The increase in interest expense was primarily

due to the addition of approximately $2.6 million in short-term corporate bonds, which were not outstanding during the same period of

the prior year.

Other income (gains on foreign currency exchange and foreign currency translation) decreased by $0.3 thousand, from $26.8

thousand for the three months ended March 31, 2024 to $26.5 thousand for the same period in 2025.

Other expenses increased significantly

by $8.4 million, from $71.6 thousand to $8.5 million, primarily due to the one-time recognition of approximately $8.5 million in merger-related

expenses associated with the business combination that closed on February 14, 2025.

Loss Before Income Taxes

Loss before income taxes increased by approximately $8.0 million from

$3.4 million for the three months ended March 31, 2024 to $11.4 million in the three months ended March 31, 2025, reflecting the one-time

recognition of $8.5 million in merger-related expenses mentioned above.

Liquidity and Capital Resources

Our liquidity needs had been satisfied prior to the completion of our IPO through a capital contribution from our Sponsor of $25,000 for the founder shares and an aggregate of $1,498,000 in loans from our Sponsor under unsecured promissory notes.

Upon the closing of our IPO, the promissory notes were be deemed to be repaid and settled in connection with the private placement.

Further, we have incurred and expect to continue to incur significant costs in pursuit of our financing and acquisition plans.

The net proceeds from (i) the sale of the Units in our IPO (including the Units sold in the exercise of the Over-Allotment Option), after deducting offering expenses of approximately $1,310,000, underwriting commissions of $1,380,000 and excluding deferred underwriting commissions of $2,070,000, and (ii) the sale of the Private Placement Units for an aggregate purchase price of $4,300,000 was $70,610,000.

Of this amount, $70,207,500 was placed in the Trust Account, including $2,070,000 of deferred underwriting commissions.

The proceeds held in the Trust Account was invested only in U.S.

government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S.

government treasury obligations.

In connection with the Special Meeting and the May Special Meeting, $35,995,728 and $17,045,763, respectively, of redemptions from the Trust Account were made leaving $20,327,120 in the Trust Account following the May Special Meeting.

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), to complete our initial business combination.

We may withdraw interest to pay taxes.

We estimate our annual franchise tax obligations, based on the number of authorized shares of our common stock, to be $200,000, which is the maximum amount of annual franchise taxes payable by us as a Delaware corporation per annum, which we may pay from funds held outside of the Trust Account or from interest earned on the funds held in our Trust Account and released to us for this purpose.

Our annual income tax obligations will depend on the amount of interest and other income earned on the amounts held in the Trust Account.

We expect the interest earned on the amount in the Trust Account will be sufficient to pay our income taxes.

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, 2024, the Company had $12,236 in its operating bank account and a working capital deficit of $3,901,465.

The Company’s liquidity needs prior to the consummation of our IPO had been satisfied through proceeds from advances from related party and from the issuance of common stock.

Subsequent to the consummation of our IPO, the Company’s liquidity was satisfied through the net proceeds from the consummation of the IPO, the proceeds from the Private Placement Units held outside of the Trust Account and loans from the Sponsor, officers and directors and their affiliates.

In order to fund working capital deficiencies or finance transaction costs in connection with an initial business combination, our Sponsor, officers and directors or their affiliates may, but are not obligated to, loan us funds as may be required.

If we complete our initial business combination, we would repay such loaned amounts.

In the event that our 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 $1,000,000 of such loans may be convertible into Units, at a price of $10.00 per unit at the option of the lender, upon consummation of our initial business combination.

The Units would be identical to the Private Placement Units.

The terms of such loans by our Sponsor, officers and directors or their affiliates, if any, have not been determined and no written agreements exist with respect to such loans.

We do not expect to seek loans from parties other than our Sponsor, officers and directors or their affiliates as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account.

Loans made by Chardan or any of its related persons, if any, will not be convertible into any of our securities and Chardan and its related persons will have no recourse with respect to their ability to convert their loans into any of our securities.

Based on the foregoing and the limited amount of working capital that the Company received into the operating account from the private placement, management believes that the Company will not have sufficient working capital to meet its working capital needs through the earlier of the consummation of an initial business combination or February 14, 2025 (subject to extension by approval of the Company’s stockholders).

These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

Over this time period, the Company will be using the remaining funds held outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective initial business combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire,

and structuring, negotiating and consummating the initial business combination.

Further needs for operating capital beyond the Company’s current operating cash balance may need to be funded through loans from the Company’s Sponsor, officers and directors and their affiliates.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

If the Company is unable to complete a Business Combination by February 14, 2025 (subject to extension by approval of the Company’s stockholders), the Company will cease all operations except for the purpose of liquidating.

This date for mandatory liquidation and subsequent dissolution combined with uncertainty as to whether the Company has sufficient liquidity to fund operations through the liquidation date or thereafter should a deferral occur raises substantial doubt about the Company’s ability to continue as a going concern.

Management intends to complete a business combination.

From inception through March 31, 2025, OSR Holdings has incurred significant operating

losses and negative cash flows from its operations.

OSR Holdings’ operating loss was $3.3 million for the three months ended

March 31, 2024 and $2.9 million for the three months ended March 31, 2025.

As of March 31, 2025, OSR Holdings had an accumulated deficit

of $30.6 million.

OSR Holdings has funded its operations primarily through the issuance of common shares and convertible bonds as

well as from bank loans, loans from affiliates and, to a lesser extent, from RMC product revenue.

OSR Holdings had $1.6 million in cash

and cash equivalents on March 31, 2025, which consisted primarily of bank deposits.

OSR Holdings has incurred significant expenses

in connection with the business combination and the Form S-4, which, together with other expenses, has reduced its available funds

for operations, resulting in the need for immediate capital raising.

In response, in February 2025, OSR Holdings entered into an equity

line of credit agreement with an investor for up to $80 million, through which the Company expects to secure ongoing financing.

Off-Balance Sheet Arrangements

We have no obligations, assets or liabilities which would be considered off-balance sheet arrangements as of September 30, 2024.

We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.

We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

We have no obligations, assets or liabilities which would be

considered off-balance sheet arrangements as of March 31, 2025.

We do not participate in transactions that create relationships

with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established

for the purpose of facilitating off-balance sheet arrangements.

We have not entered into any off-balance sheet financing

arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Contractual Obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations, purchase obligations or long-term liabilities, other than an agreement to pay an affiliate of our Sponsor a monthly fee of $7,500, for office space, utilities and secretarial and administrative support.

We began incurring these fees on March 1, 2023 and will continue to incur these fees monthly until the earlier of the completion of our initial business combination or our liquidation.

We do not have any long-term debt, capital lease obligations, operating

lease obligations, purchase obligations or long-term liabilities, other than an agreement to pay an affiliate of our Sponsor a monthly

fee of $7,500, for office space, utilities and secretarial and administrative support.

We began incurring these fees on March 1,

2023 and will continue to incur these fees monthly until the earlier of the completion of our initial business combination or our

Chardan is entitled to a deferred underwriting commission of $2,070,000.

The deferred fee will be waived by Chardan in the event that we do not complete an initial business combination, subject to the terms of the underwriting agreement.

Also, we have incurred deferred legal fees payable upon consummation of our initial business combination of approximately $1,068,261 as of September 30, 2024.

These fees only become due and payable upon the consummation of a business combination.

The holders of the founder shares, equity participation shares, placement units, and units that may be issued upon conversion of working capital loans (and in each case holders of their component securities, as applicable) are entitled to registration rights pursuant to the registration rights agreement.

These holders are entitled to make up to two demands, excluding short form registration demands, that we register such securities for sale under the Securities Act.

In addition, these holders will have “piggyback” registration rights to include their securities in other registration statements filed by us.

Also, we have incurred deferred legal fees payable upon consummation of our initial business combination of approximately $1.25 million.

The holders of the founder shares, equity participation shares, placement

units, and units that may be issued upon conversion of working capital loans (and in each case holders of their component securities,

as applicable) are entitled to registration rights pursuant to the registration rights agreement.

These holders are entitled to make up

to two demands, excluding short form registration demands, that we register such securities for sale under the Securities Act.

these holders will have “piggyback” registration rights to include their securities in other registration statements filed

We will bear the expenses incurred in connection with the filing of any such registration statements.

Chardan may not exercise its demand and “piggyback” registration rights after five and seven years, respectively, after the date of our prospectus issued in connection with our IPO and may not exercise its demand rights on more than one occasion.

Chardan may not exercise

its demand and “piggyback” registration rights after five and seven years, respectively, after the date of our prospectus

issued in connection with our IPO and may not exercise its demand rights on more than one occasion.

Critical Accounting Policies and Estimates

The preparation of 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.

The preparation of 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 not identified any critical accounting estimates.

not identified any critical accounting estimates.

Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

We are a smaller reporting company as defined in Rule 12b-2 of

the Exchange Act and are not required to provide the information otherwise required under this item.

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 2. Management’s Discussion and Analysis