OSR Health, Inc. 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to OSR HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-41390 84-5052822 (State or other jurisdiction of incorporation or organization) (Commission File Number) (I.R.S. Employer Identification Number) 10900 NE 4th Street , Suite 2300 Bellevue , WA 98004 (Address of principal executive offices) (Zip Code) (425) 635-7700 (Registrant’s telephone number, including area code) Not Applicable (Former name or former address, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Title of Each Class: Trading Symbol: Name of Each Exchange on Which Registered: Common stock, par value $0.0001 per share OSRH The Nasdaq Stock Market LLC Redeemable warrants, exercisable for shares of common stock at an exercise price of $11.50 per share OSRHW The Nasdaq Stock Market LLC Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes ☒  No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes ☒  No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes  ☐ No  ☒ As of August 10, 2025, there were 21,585,360 shares of common stock, par value $0.0001 per share issued and outstanding. TABLE OF CONTENTS PART I Financial Information 1 Item 1. Financial Statements 1 Condensed Consolidated Balance Sheets as of June 30, 2025 (unaudited) and December 31, 2024 1 Condensed Consolidated Statements of Operations and Comprehensive Income (unaudited) for the three months ended June 30, 2025 and 2024 2 Condensed Consolidated Statements of Changes in Stockholders’ Equity (unaudited) for the three months ended June 30, 2025 and 2024 3 Condensed Consolidated Statements of Cash Flows (unaudited) for the three months ended June 30, 2025 and 2024 4 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 26 Item 3. Quantitative and Qualitative Disclosures About Market Risk 29 Item 4. Controls and Procedures 29 PART II Other Information 30 Item 1. Legal Proceedings 30 Item 1A. Risk Factors 30 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 30 Item 3. Defaults Upon Senior Securities 32 Item 4. Mine Safety Disclosures 32 Item 5. Other Information 32 Item 6. Exhibits 32 Signatures 33 i PART I—FINANCIAL INFORMATION Item 1. Financial Statements OSR HOLDINGS, INC. AND SUBSIDIAIRIES Condensed Consolidated Balance Sheets (In the United States Dollar, except share data) (Unaudited) (Unaudited) June 30, 2025 December 31, 2024 Assets Current assets: Cash and cash equivalents $ 1,584,406 $ 341,543 Trade and other receivables, less allowance for credit losses of $ 69,316.79 and $ 67,579.81 as of June 30, 2025 and December 31, 2024, respectively 751,245 933,824 Inventories, net 198,827 922,107 Prepaid income taxes - 39 Other current financial assets 58,980 54,422 Other current assets 281,720 74,555 Total current assets 2,875,177 2,326,489 Equipment and vehicles, net 3,667 2,334 Operating lease right-of-use assets, net 62,789 78,484 Intangible assets, net 155,589,419 148,056,852 Goodwill 26,393,746 24,354,066 Other non-current financial assets 390,408 329,252 Deferred tax assets 99,814 92,101 Total assets $ 185,415,021 $ 175,239,579 Liabilities and Stockholders’ Equity Current liabilities: Short-term borrowing $ 1,770,366 $ 1,799,796 Short-term corporate bond 2,463,000 - Trade and other payables 7,559,067 1,078,760 Accrued expenses 906,605 459,883 Operating lease liabilities-current 42,278 44,741 Other current liabilities 2,125,735 79,777 Income taxes payable 358,609 255 Derivative liabilities 630,603 - Total current liabilities 15,856,262 3,463,212 Long-term debt - 497,615 Operating lease liabilities- non-current 20,406 33,372 Other non-current liabilities 1,795 1,657 Deferred tax liabilities 30,383,512 28,035,508 Total liabilities 46,261,976 32,031,364 Stockholders’ equity: Common stock, $ 0.0001 par value, Authorized 100,000,000 shares; 19,806,459 shares and 2,155,000 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively 1,981 216 Additional paid-in capital 106,896,221 162,606,449 Accumulated deficit ( 30,175,318 ) ( 19,173,063 ) Accumulated other comprehensive income 6,979,506 ( 225,386 ) Non-controlling interests 55,450,656 - Total stockholders’ equity 139,153,045 143,208,215 Total liabilities and stockholders’ equity $ 185,415,021 $ 175,239,579 The accompanying notes are an integral part of the condensed consolidated financial statements. 1 OSR HOLDINGS, INC. AND SUBSIDIAIRIES Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited) (In the United States Dollar) For the Three Months Ended June 30, For the Six Months Ended June 30, 2025 2024 2025 2024 Net sales $ 1,135,517 $ 881,829 $ 1,896,789 $ 1,792,054 Cost of sales 1,102,735 649,509 1,695,321 1,319,932 Gross profit 32,782 232,321 201,468 472,122 Selling, general, and administrative expenses 5,261,960 3,442,428 8,348,471 6,984,758 Operating loss ( 5,229,177 ) ( 3,210,108 ) ( 8,147,004 ) ( 6,512,636 ) Other income (expense): Interest income 24,572 4,480 28,890 10,006 Interest expense ( 36,930 ) ( 2,070 ) ( 53,328 ) ( 15,615 ) Other income 223,297 25,941 249,791 52,717 Other expenses ( 206,960 ) ( 69,358 ) ( 8,696,361 ) ( 140,949 ) Loss before income taxes ( 5,225,198 ) ( 3,251,115 ) ( 16,618,012 ) ( 6,606,477 ) Income tax benefit — 973,627 — 973,623 Net loss $ ( 5,225,198 ) $ ( 2,277,488 ) $ ( 16,618,012 ) $ ( 5,632,853 ) Attributable to: OSR Holdings, Inc. and subsidiaries 331,414 ( 2,277,488 ) ( 11,061,400 ) ( 5,632,853 ) Non-controlling interests ( 5,556,612 ) — ( 5,556,612 ) — Other comprehensive income for the year, net of tax Gain on foreign currency translation 6,737,816 11,601 7,204,892 23,575 Total comprehensive income(loss) for the year 1,512,618 ( 2,265,887 ) ( 9,413,120 ) ( 5,609,279 ) Attributable to: OSR Holdings, Inc. and subsidiaries 4,660,110 ( 2,265,887 ) ( 6,265,628 ) ( 5,609,279 ) Non-controlling interests ( 3,147,492 ) — ( 3,147,492 ) — Income(loss) per share attributable to OSR Holding, Inc. and subsidiaries Basic income(loss) per ordinary share $ 0.02 $ ( 0.41 ) $ ( 0.73 ) $ ( 1.00 ) The accompanying notes are an integral part of the condensed consolidated financial statements. 2 OSR HOLDINGS, INC. AND SUBSIDIAIRIES Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited) (In the United States Dollar, except share data) Common stock Additional paid-in Retained Earnings (accumulated Accumulated other comprehensive Non- controlling Total stockholders’ Shares Amounts capital deficit) Income (loss) interests equity Balance at January 1, 2024 5,622,954 $ 640 106,082,223 $ ( 10,496,810 ) $ 131,022 $ — $ 95,717,075 Net loss — — — ( 3,355,366 ) — — ( 3,355,366 ) Foreign currency translation adjustment — — — — 11,974 — 11,974 Balance at March 31, 2024 5,622,954 $ 640 106,082,223 $ ( 13,852,175 ) $ 142,997 $ — $ 92,373,684 Balance at April 1, 2024 5,622,954 $ 640 106,082,223 $ ( 13,852,175 ) $ 142,997 $ — $ 92,373,684 Net loss — — — ( 2,277,488 ) — — ( 2,277,488 ) Foreign currency translation adjustment — — — — 11,601 — 11,601 Balance at June 30, 2024 5,622,954 $ 640 106,082,223 $ ( 16,129,663 ) $ 154,597 $ — $ 90,107,796 Balance at January 1, 2025 2,155,000 $ 216 162,606,449 $ ( 19,173,063 ) $ ( 225,386 ) $ — $ 143,208,215 Net loss — — — ( 11,392,814 ) — — ( 11,392,814 ) Foreign currency translation adjustment — — — — 467,076 — 467,076 Business Combination 17,121,978 1,712 ( 56,524,226 ) — — 56,522,514 — Balance at March 31, 2025 19,276,978 $ 1,928 106,082,223 $ ( 30,565,877 ) $ 241,690 $ 56,522,514 $ 132,282,477 Balance at April 1, 2025 19,276,978 $ 1,928 106,082,223 $ ( 30,565,877 ) $ 241,690 $ 56,522,514 $ 132,282,477 Net gain(loss) — — — 331,414 — ( 5,556,612 ) ( 5,225,198 ) Changes in Exercise tax — — — 59,145 — — 59,145 Foreign currency translation adjustment — — — — 6,737,816 4,484,754 11,222,570 Issuance of share capital 529,481 53 813,998 — — — 814,051 Balance at June 30, 2025 19,806,459 $ 1,981 106,896,221 $ ( 30,175,318 ) $ 6,979,506 $ 55,450,656 $ 139,153,045 The accompanying notes are an integral part of the condensed consolidated financial statements. 3 OSR HOLDINGS, INC. AND SUBSIDIAIRIES Condensed Consolidated Statements of Cash Flows (Unaudited) (In the United States Dollar) Six months ended June 30, 2025 2024 Cash flows from operating activities: Net loss $ ( 16,618,012 ) $ ( 5,632,853 ) Adjustments to reconcile net loss to cash used in operating activities: Depreciation 581 3,935 Amortization 4,624,214 5,701,997 Loss on inventory valuation ( 12,409 ) - Loss on disposal of tangible assets - 1,232 Lease expense 27,312 40,015 Bad debts ( 3,726 ) 8,301 Severance pay 207,470 48,190 Commissions and professional fees 620,239 - Loss on change in fair value of financial liabilities 23,440 - Merger and acquisiton costs 8,611,114 - Loss on foreign currency translation 15,993 68,459 Gain on change in fair value of financial liabilities ( 23,943 ) - Gain on foreign currency translation ( 169,516 ) - Changes in operating assets and liabilities: Decrease in trade and other receivables 250,958 29,707 Decrease in inventories, net 772,811 418,684 Decrease in other current financial assets - 2,059 Decrease (increase) in other current assets 8,586 ( 153,184 ) Increase (decrease) in trade and other payables 1,031,354 ( 546,012 ) Increase in accrued expenses 159,551 57,013 Decrease in lease liabilities ( 27,312 ) ( 32,381 ) Increase (decrease) in tax payables 40 ( 990,202 ) Decrease in other liabilities ( 45,421 ) ( 6,953 ) Net cash used in operating activities ( 546,678 ) ( 981,991 ) Cash flows from investing activities: Decrease in deposits - 8,409 Decrease in short-term loan - 461,527 Disposal of equipment and vehicles 1,018 1,347 Purchase of equipment and vehicles ( 2,681 ) - Increase in deposits - ( 7,410 ) Increase in long-term loan ( 561,057 ) ( 17,681 ) Increase in cash and cash equivalents from business combination 1,219,888 - Net cash provided by (used in) investing activities 657,167 446,192 Cash flows from financing activities: Proceeds from long-term debt - 239,211 Proceeds from short-term borrowing 1,087,873 947,899 Repayment of long-term debt ( 512,273 ) - Repayment of short-term borrowing ( 318,369 ) ( 662,262 ) Issuance of convertible bonds 1,076,239 - Repayment of convertible bonds ( 292,608 ) - Net cash provided by financing activities 1,040,863 524,848 Net change in cash and cash equivalents 1,151,352 ( 10,951 ) Effects of changes in exchange rate on cash and cash equivalents 91,511 ( 32,462 ) Cash and cash equivalents at beginning of year 341,543 540,207 Cash and cash equivalents at end of year $ 1,584,406 $ 496,794 Supplemental disclosures of cash flow information: Cash paid for interest $ 53,931 $ 26,541 Cash paid for income taxes (net of refunds received) ( 40 ) ( 8,293 ) The accompanying notes are an integral part of the condensed consolidated financial statements. 4 OSR HOLDINGS, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS June 30, 2025 and 2024 (UNAUDITED) (1) Organization and nature of business OSR Holdings, Inc. (the Company) and its subsidiaries (collectively the Group) are a global healthcare company dedicated to advancing healthcare outcomes and improving the quality of life for people and their families. The Group aims to build and develop a robust portfolio of innovative and potentially transformative therapies and healthcare solutions. The Group’s current operating businesses (through the four wholly owned subsidiaries) include (i) developing oral immunotherapies for the treatment of cancer, (ii) developing design-augmented biologics for age-related and other degenerative diseases and (iii) neurovascular intervention medical device and systems distribution in Korea. The Group’s vision is to acquire and operate a portfolio of innovative health-care related companies globally. The Company (f/k/a Bellevue Life Sciences Acquisition Corp. or BLAC) was incorporated in Delaware on February 25, 2020. The Company was incorporated for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. On February 14, 2025 (the “Closing Date”), the Company consummated its previously announced “Business Combination” with OSR Holdings Co., Ltd., a corporation organized under the laws of the Republic of Korea (“OSR”), pursuant to the Amended and Restated Business Combination Agreement dated May 23, 2024, as amended on December 20, 2024 (the “Business Combination Agreement”). The Business Combination Agreement was entered into among the Company, OSR, and certain OSR stockholders that executed joinder agreements thereto. In connection with the consummation of the Business Combination, the Company changed its name from “Bellevue Life Sciences Acquisition Corp. or BLAC” to “OSR Holdings, Inc.” The Business Combination was consummated on February 14, 2025, which, for accounting and reporting purposes under U.S. generally accepted accounting principles (US-GAAP), was treated as the equivalent of OSR Holdings Co., Ltd. exchanging its stock for the net assets of OSR Holdings, Inc, accompanied by an equity recapitalization of OSR Holdings, Inc, which was determined to fall within the scope of Accounting Standards Codification (ASC) 805 Business Combinations . OSR Holdings, Inc. was treated as the acquired company, and its net assets were stated at historical cost, with no goodwill or other intangible assets recorded. The excess of the fair value of shares exchanged to OSR Holdings, Inc. over the fair value of the Company’s identifiable net assets acquired represented compensation for the service of a stock exchange listing for its shares and was expensed as incurred. 5 Details of shareholders as of June 30, 2025 are as follows: Name of Shareholder Number of ordinary share Percentage of ownership Bellevue Global Life Sciences Investors LLC 1,332,500 6.73 % BCM Europe AG 8,612,634 43.48 % Bellevue Capital Management LLC 3,123,970 15.77 % Duksung Co.,Ltd. 1,420,215 7.17 % Others 5,317,140 26.85 % Total 19,806,459 100.00 % As of June 30, 2025, there were 19,806,459 shares of the registrant’s common stock outstanding. Details of investments in subsidiaries as of June 30, 2025 are as follows: Name of subsidiary Share capital Percentage of ownership Principal activities VAXIMM AG (“VAXIMM”) $ 804,485 100.00 % Biotech (drug development) RMC Co., Ltd. (“RMC”) 25,804 100.00 % Medical device distribution Darnatein Co., Ltd. (“Darnatein”) 4,767,522 100.00 % Biotech (drug development) OSR Holdings, Inc. (“OSRI”) (*1) 2,137 100.00 % SPAC Key financial information of the subsidiaries at June 30, 2025 are as follows : Name of subsidiary Asset Liability Equity Sales VAXIMM AG $ 967,300 $ 472,992 $ 494,308 $ - RMC Co.,Ltd 1,379,484 1,113,999 265,486 1,896,789 Darnatein Co.,Ltd 97,398 800,152 ( 702,754 ) - OSR Holdings, Inc. (*1) 2,326,185 11,654,631 ( 9,328,446 ) - (*1) Aforementioned above, the Company is treated as the acquired company under ASC 805 Business Combinations. As such, it is shown as subsidiary for the subsidiary investment details. Summaries of entities, which are newly included in consolidation scope for the periods ended June 30, 2025 and 2024 are as follows: For the six months ended June 30, 2025 Name of subsidiary Reason Type of purchase consideration OSR Holdings, Inc. Acquisition (*2) Equity swap with shares of the Parent and OSR inc.’s share (*2) The Parent acquired subsidiary in February 2025 and accounted for the acquisitions at March 31, 2025, which is deemed the acquisition date. (2) Summary of significant accounting policies a. Basis of presentation The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to US-GAAP and reflect all adjustments which are, in the opinion of management, necessary to a fair presentation of the results of the interim periods presented, under the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). These condensed consolidated financial statements include all adjustments consisting of only normal recurring adjustments, necessary for a fair statement of the results of the interim periods presented. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for any subsequent quarter or for the entire year ending December 31, 2025. Certain information and note disclosures normally included in the Company’s annual audited consolidated financial statements and accompanying notes prepared in accordance with US-GAAP have been condensed in, or omitted from, these interim financial statements. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes to the audited consolidated financial statements for the fiscal year ended December 31, 2024 included in the Company’s Annual Report on Form 10-K filed with the SEC on April 22, 2025, which is presented in Korean won. 6 b. Principle of consolidation The condensed consolidated financial statements include the accounts of OSR Holdings, Inc. and its subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. The Company consolidates entities in which it has a controlling financial interest based on either the variable interest entity (VIE) or voting interest model. The Company is required to first apply the VIE model to determine whether it holds a variable interest in an entity, and if so, whether the entity is a VIE. If the Company determines it does not hold a variable interest in a VIE, it then applies the voting interest model. Under the voting interest model, the Company consolidates an entity when it holds a majority voting interest in an entity. The Company accounts for investments in which it has significant influence but not a controlling financial interest using the equity method of accounting. c. Use of estimates The preparation of the condensed consolidated financial statements in conformity with US-GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include allowance for credit losses, valuation of inventories, valuation of deferred tax assets, the useful lives of equipment and vehicles, lease liabilities and right-of-use assets, and other contingencies. d. Cash and cash equivalents The Group considers all highly liquid financial instruments with original maturities of three months or less when purchased to be cash equivalents. e. Allowance for credit losses The Group records an allowance for credit losses (ACL) under Subtopic 326-20 Financial Instruments - Credit Losses – Measured at Amortized Cost for the current expected credit losses inherent in its financial assets measured at amortized cost and contract assets. The ACL is a valuation account deducted from the amortized cost basis to present the net amount expected to be collected. The estimate of expected credit losses includes expected recoveries of amounts previously written off as well as amounts expected to be written off. 7 Accounts receivable The Group uses an aging schedule to estimate the ACL for trade accounts receivable. This method categorizes trade receivables into different groups based on industry and the number of days past due. Past due status is measured based on the number of days since the payment due date. The trade receivables are evaluated individually for expected credit losses if they no longer share similar risk characteristics. The Group determines that the receivables no longer share similar risk characteristics if they are past due balances over 90 days and over a specified amount. The Group evaluates the collectability of trade accounts receivables with payments that are more than 90 days past due on an individual basis to determine if any are deemed uncollectible. Trade accounts receivable balances are deemed uncollectible and written off as a deduction from the allowance after all means of collection have been exhausted. f. Accounts receivable Accounts receivables are recorded at the invoiced amount and do not bear interest. Amounts collected on trade accounts receivable are included in cash flows from operating activities in the condensed consolidated statements of cash flows. g. Inventories Inventories are stated at the lower of cost or net realizable value and cost is determined by the first-in, first-out method. Cost comprises of direct materials and delivery costs, direct labor, import duties and other taxes, an appropriate proportion of variable and fixed overhead expenditure based on normal operating capacity, and, where applicable, transfers from cash flow hedging reserves in equity. Costs of purchased inventory are determined after deducting rebates and discounts received or receivable. Stock in transit is stated at the lower of cost and net realizable value. Cost comprises purchase and delivery costs, net of rebates and discounts received or receivable. Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. h. Equipment and vehicles Equipment and vehicles are stated at historical cost less accumulated depreciation and accumulated impairment losses. Historical cost includes expenditure that is directly attributable to the acquisition of the items. Depreciation of all equipment and vehicles is calculated using the straight-line method to allocate their cost or revalued amounts, net of their residual values, over their estimated useful lives as follows: Estimated useful lives Vehicle 5 years Office equipment 5 years Facility equipment 3 to 13 years The assets’ depreciation method, residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period. i. Goodwill and intangible assets Goodwill represents the excess purchase price over the estimated fair value of net assets acquired in a business combination. The Group accounts for intangible assets in accordance with Accounting Standards Codification (ASC) Topic 350, Intangibles – Goodwill and Other (ASC 350). ASC 350 requires that intangible assets with estimable useful lives be amortized over their respective estimated useful lives and reviewed for impairment in accordance with accounting standards. When impairment indicators are identified, the Group compares the reporting unit’s fair value to its carrying amount, including goodwill. An impairment loss is recognized as the difference, if any, between the reporting unit’s carrying amount and its fair value, to the extent the difference does not exceed the total amount of goodwill allocated to the reporting unit. 8 Indefinite-lived intangible assets are tested for impairment annually, and more frequently when there is a triggering event. Annually, or when there is a triggering event, the Group first performs a qualitative assessment by evaluating all relevant events and circumstances to determine if it is more likely than not that the indefinite-lived intangible assets are impaired; this includes considering any potential effect on significant inputs to determining the fair value of the indefinite-lived intangible assets. When it is more likely than not that an indefinite-lived intangible asset is impaired, then the Group calculates the fair value of the intangible asset and performs a quantitative impairment test. j. Impairment o f long--lived assets Long-lived assets, such as equipment, vehicles and intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group to be tested for possible impairment, the Group first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment loss is recognized to the extent that the carrying amount exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. k. Leases The Group is a lessee in several non-cancellable operating leases, primarily for plants and main offices. The Group does not have a finance lease. The Group accounts for leases in accordance with ASC Topic 842, Leases . The Group determines if an arrangement is or contains a lease at contract inception. The Group recognizes a right-of-use (ROU) asset and a lease liability at the lease commencement date. For operating leases, the lease liability is initially and subsequently measured at the present value of the unpaid lease payments at the lease commencement date. For finance leases, the lease liability is initially measured in the same manner and date as for operating leases and is subsequently measured at amortized cost using the effective-interest method. Key estimates and judgments include how the Group determines (1) the discount rate it uses to discount the unpaid lease payments to present value, (2) lease term, and (3) lease payments. ● Topic 842 requires a lessee to discount its unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. Generally, the Group cannot determine the interest rate implicit in the lease because it does not have access to the lessor’s estimated residual value or the amount of the lessor’s deferred initial direct costs. Therefore, the Group generally uses its incremental borrowing rate as the discount rate for the lease. The Group’s incremental borrowing rate for a lease is the rate of interest it would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. Because the Group does not generally borrow on a collateralized basis, it uses the interest rate it pays on its noncollateralized borrowings as an input to deriving an appropriate incremental borrowing rate, adjusted for the amount of the lease payments, the lease term, and the effect on that rate of designating specific collateral with a value equal to the unpaid lease payments for that lease. ● The lease term for all of the Group’s leases includes the noncancellable period of the lease plus any additional periods covered by either a Group option to extend (or not to terminate) the lease that the Group is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor. 9 ● Lease payments included in the measurement of the lease liability comprise the following: – Fixed payments, including in-substance fixed payments, owed over the lease term (includes termination penalties the Group would owe if the lease term reflects the Group’s exercise of a termination option); – Variable lease payments that depend on an index or rate, initially measured using the index or rate at the lease commencement date; – Amounts expected to be payable under a Group-provided residual value guarantee; and – The exercise price of a Group option to purchase the underlying asset if the Group is reasonably certain to exercise the option. The ROU asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received. For operating leases, the ROU asset is subsequently measured throughout the lease term at the carrying amount of the lease liability, plus initial direct costs, plus (minus) any prepaid (accrued) lease payments, less the unamortized balance of lease incentives received. Lease expense for lease payments is recognized on a straight-line basis over the lease term. ROU assets are periodically reduced by impairment losses. The Group uses the long-lived assets impairment guidance in ASC Subtopic 360-10, Property, Plant, and Equipment – Overall , to determine whether an ROU asset is impaired, and if so, the amount of the impairment loss to recognize. The Group monitors for events or changes in circumstances that require a reassessment of one of its leases. When a reassessment results in the remeasurement of a lease liability, a corresponding adjustment is made to the carrying amount of the corresponding ROU asset unless doing so would reduce the carrying amount of the ROU asset to an amount less than zero. In that case, the amount of the adjustment that would result in a negative ROU asset balance is recorded in profit or loss. Operating lease ROU assets are presented as operating lease right of use assets on the condensed consolidated balance sheets. The current portion of operating lease liabilities are presented separately on the condensed consolidated balance sheets. The Group has elected not to recognize ROU assets and lease liabilities for short-term leases that have a lease term of 12 months or less. The Group recognizes the lease payments associated with its short-term leases as an expense on a straight-line basis over the lease term. l. Foreign currency translation The Group has operations in South Korea, Switzerland, and Germany. Accounting records in foreign operations are maintained in local currencies and remeasured to the US dollars during the consolidation. Nonmonetary assets and liabilities are translated at historical rates, and monetary assets and liabilities are translated at exchange rates in effect at the end of the year. Income statement accounts are translated at average rates for the year. Gains or losses from remeasurement of foreign currency financial statements into the US dollars are included in current results of comprehensive income. 10 m. Revenue recognition The Group only has revenue from customers. The Group recognizes revenue when it satisfies performance obligations under the terms of its contracts, and control of its products is transferred to its customers in an amount that reflects the consideration the Group expects to receive from its customers in exchange for those products. This process involves identifying the customer contract, determining the performance obligations in the contract, determining the transaction price, allocating the transaction price to the distinct performance obligations in the contract, and recognizing revenue when the performance obligations have been satisfied. A performance obligation is considered distinct from other obligations in a contract when it (a) provides a benefit to the customer either on its own or together with other resources that are readily available to the customer and (b) is separately identified in the contract. The Group considers a performance obligation satisfied once it has transferred control of a good or product to a customer, meaning the customer has the ability to direct the use and obtain the benefit of the good or product. n. Income taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Group recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Valuation allowances are established when management determines it is more likely than not that some portion, or all, of the deferred tax assets will not be realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs . The Group reports income tax-related interest and penalties relating to uncertain tax positions, if applicable, as a component of income tax expense. o. Fair value measurements The Group utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Group determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels: – Level 1 inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date. – Level 2 inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. – Level 3 inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date. The carrying value of cash and cash equivalents, trade and other receivables, inventories, prepaid expenses and other current and financial assets, trade and other payable, short-term borrowing, current operating lease liabilities, and accrued expenses and other current liabilities approximates their fair value due to the short-term nature of these instruments. The carrying amount reported in the condensed consolidated balance sheets for notes payable to related party may differ from fair value since the interest rate is fixed. 11 p. Compound Financial Instruments Compound financial instruments are convertible bonds that can be converted into equity instruments at the option of the holder. The liability component of a compound financial instrument is recognized initially at the fair value of a similar liability that does not have an equity conversion right and subsequently measured at amortized cost until extinguished on conversion or maturity of the bonds. The equity component is recognized initially on the difference between the fair value of the compound financial instrument as a whole and the fair value of the liability component. Any directly attributable transaction costs are allocated to the liability and equity components in proportion to their initial carrying amounts. q. Accounting pronouncements adopted as of June 30, 2025 In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , which provides an exception to fair value measurement for contract assets and contract liabilities related to revenue contracts acquired in a business combination. The ASU requires an entity (acquirer) to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. At the acquisition date, an acquirer should account for the related revenue contracts in accordance with Topic 606 as if it had originated the contracts. The ASU is effective for the Company for annual and interim periods in fiscal years beginning after December 15, 2023. The ASU is applied to business combinations occurring on or after the effective date. The Group adopted this ASU as of January 1, 2024 and there is no impact on the Group’s condensed consolidated financial statements. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , which requires enhanced disclosure of significant segment expenses on an annual and interim basis. This ASU will be effective for the annual periods beginning the year ended December 31, 2024, and for interim periods beginning January 1, 2025. Early adoption is permitted. Upon adoption, this ASU should be applied retrospectively to all prior periods presented in the financial statements. The Group adopted this ASU as of January 1, 2025 and there is not impact on the Group’s condensed consolidated financial statements. r. Accounting pronouncements issued, but not adopted as of June 30, 2025 In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements – Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative . The ASU modifies the disclosure or presentation requirements of a variety of Topics in the Codification to align with the SEC’s regulations. The ASU also makes those requirements applicable to entities that were not previously subject to the SEC’s requirements. The ASU is effective for the Company two years after the effective date to remove the related disclosure from Regulation S-X or S-K. As of the date these financial statements have been made available for issuance, the SEC has not yet removed any related disclosure. The Group does not expect the adoption of ASU 2023-06 to have a material effect on its condensed consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which improves the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the effective tax rate reconciliation and income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. This ASU will be effective for the annual periods beginning the year ended December 31, 2026. Early adoption is permitted. Upon adoption, this ASU can be applied prospectively or retrospectively. The Group is currently evaluating the impact this ASU will have on the Group’s consolidated financial statements. 12 (3) Critical accounting estimates and assumptions The preparation of condensed consolidated financial statements requires the Group to make estimates and assumptions concerning the future. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below. Income taxes The Group’s taxable income generated from these operations are subject to income taxes based on tax laws and interpretations of tax authorities in numerous jurisdictions. There are many transactions and calculations during the ordinary course of business for which the ultimate tax determination is uncertain. Deferred tax assets are recognized for deductible temporary differences and unused tax losses to the extent that it is probable that taxable profit will be available against which the temporary differences and the losses can be utilized. Significant management judgement is required to determine the amount of deferred tax assets that can be recognized, based upon the likely timing and the level of future taxable profits, together with future tax planning strategies Business combinations Business combinations are initially accounted for on a provisional basis. The fair value of assets acquired, liabilities and contingent liabilities assumed are initially estimated by the Parent taking into consideration all available information at the reporting date. Fair value adjustments on the finalization of the business combination accounting is retrospective, where applicable, to the period the combination occurred and may have an impact on the assets and liabilities, depreciation and amortization reported. Patent technology Patent technology is recognized in Intangible assets on the condensed consolidated balance sheets. The Group considers both qualitative and quantitative factors when determining whether the patent technology may be impaired. For the purpose of assessing impairment, the Group follows its accounting policy disclosed in Note 2. In assessing whether there is any indication that the patent technology may be impaired, the Group considers, at minimum, the following indications: External sources of information ● there are observable indications that the patent technology’s value has declined during the period significantly more than would be expected as a result of the passage of time or normal use. ● significant changes with an adverse effect on the Group have taken place during the period, or will take place in the near future, in the technological, market, economic or legal environment in which the entity operates or in the market to which an asset is dedicated. ● market interest rates or other market rates of return on investments have increased during the period, and those increases are likely to affect the discount rate used in calculating an asset’s value in use and decrease the asset’s recoverable amount materially. ● the carrying amount of the net assets of the entity is more than its market capitalization. 13 Internal sources of information ● evidence is available of obsolescence or physical damage of the patent technology. ● significant changes with an adverse effect on the entity have taken place during the period, or are expected to take place in the near future, in the extent to which, or manner in which, the patent technology is used or is expected to be used. These changes include the patent technology becoming idle, plans to discontinue or restructure the operation to which the patent technology belongs, and plans to dispose of the patent technology before the previously expected date. ● evidence is available from internal reporting that indicates that the economic performance of the patent technology is, or will be, worse than expected. (4) Financial risk management The Group is exposed to various financial risks such as market risk (exchange risk, interest rate risk), credit risk and liquidity risk due to various activities. The Group’s overall risk management policy focuses on volatility in the financial markets and focuses on minimizing any negative impact on financial performance. Risk management is conducted under the supervision of the finance department according to the policy approved by the Board of Directors. The finance department identifies, evaluates and manages financial risks in close cooperation with the sales departments. The Board of Directors provides written policies on overall risk management principles and specific areas such as foreign exchange risk, interest rate risk, credit risk, use of derivative and non-derivative financial instruments, and investments in excess of liquidity. Market risk management Market risk is the risk of possible losses which arise from the changes of market factors, such as interest rate, stock price, foreign exchange rate, commodity value and other market factors related to the fair value or future cash flows of the financial instruments, such as securities, derivatives and others. a. Currency risk The functional currency of the foreign subsidiary’s operations is the local currency. Therefore, for purposes of the condensed consolidated financial statements, the results of foreign operations are translated from the local currency into U.S. dollars. Local currency assets and liabilities are translated at the rates of exchange on the balance sheet date, and local currency revenues and expenses are translated at average rates of exchange during the period. Resulting translation gains or losses are included in the accompanying condensed consolidated financial statements as a component of accumulated other comprehensive loss. b. Interest rate risk Interest rate risk refers to the risk that interest income and interest expenses arising from deposits or borrowings will fluctuate due to changes in market interest rates in the future, which mainly arises from deposits and borrowings with floating interest rates. The goal of interest rate risk management is to maximize corporate value by minimizing uncertainty caused by interest rate fluctuations. As of the end of the reporting period, there are no financial instruments subject to a variable interest rate. c. Price risk Price risk is the risk that the fair value of a financial instrument or future cash flows will change due to changes in market prices other than interest rate or foreign exchange rate. As of the end of the reporting period, the Group is not exposed to commodity price risk. Investments in financial instruments are made on a non-recurring basis according to management’s judgment. 14 Credit risk management Credit risk is the risk of possible losses in an asset portfolio in the events of counterparty’s default, breach of contract and deterioration in the credit quality of the counterparty. For the risk management reporting purposes, the Group manages the credit risk systematically and pursues value maximization and continuous growth of the Group by efficient resource allocation and monitoring non-performing loans. In order to reduce the risks that may occur in transactions with financial institutions, such as cash and cash equivalents and various deposits, the Group conducts transactions only with financial institutions with high creditworthiness. As of June 30, 2025, the Group believes that there are low signs of material default, and the maximum exposure to credit risk as of June 30, 2025 is equal to the book value of financial instruments (excluding cash). Liquidity risk management The Group constantly monitors its liquidity positions to ensure that no borrowing limits or commitments are breached to meet operating capital needs. In estimating liquidity, we also take into account external laws or legal requirements, such as the group’s financing plan, compliance with agreements, internal target financial ratios and currency restrictions. The Group’s liquidity risk analysis details as of June 30, 2025 and December 31, 2024 are as follows: June 30, 2025 Remaining maturity Cashflow by Within 1 year to More than Book Value contract a year 3 years 3 years Financial liabilities $ 5,332,235 $ 5,370,323 $ 5,370,323 $ - $ - Other Payables 8,465,672 8,471,713 8,471,713 - - Lease liabilities 62,685 72,619 46,446 26,172 - Total $ 13,860,591 $ 13,914,654 $ 13,888,482 $ 26,172 $ - December 31, 2024 Remaining maturity Cashflow by Within 1 year to More than Book Value contract a year 3 years 3 years Borrowings $ 2,297,411 $ 2,423,008 $ 1,840,406 $ 35,048 $ 547,555 Other Payables 1,538,643 1,538,643 1,538,643 - - Lease liabilities 80,848 93,537 48,980 44,558 - Total $ 3,916,903 $ 4,055,188 $ 3,428,028 $ 79,605 $ 547,555 Capital risk management Capital includes issued capital, share premium and all other equity reserves attributable to the equity holders of the Group. The primary objective of the Group’s capital management is to maximize the shareholder value. The Group manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. To maintain or adjust the capital structure, the Group may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. The Group uses the debt ratio as a capital management indicator. This ratio is calculated by dividing total liabilities by total equity, and total liabilities and total equity are calculated based on the amounts in the Group’s consolidated financial statements. 15 The group’s debt ratio as of June 30, 2025 and December 31, 2024 are as follows: June 30, 2025 December 31, 2024 Net borrowings (A) Borrowings $ 5,962,837 $ 2,297,411 Lease liabilities 62,685 78,113 Less: cash and cash equivalents ( 1,584,406 ) ( 341,543 ) 4,441,116 2,033,981 Total equity (B) 139,153,045 143,208,215 Debt ratio (A / B) 3.2 % 1.4 % (5) Fair value measurements Book value and fair value of financial instruments The difference between the carrying amount and fair value of the Group’s financial assets and liabilities as of June 30, 2025 and December 31, 2024 are insignificant. Fair value hierarchy All financial assets and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole: ● Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities ● Level 2 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable ● Level 3 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable Fair values of the Group’s financial assets and liabilities as of June 30, 2025 and December 31, 2024, which are accounted as amortized cost, are categorized as Level 3. Recurring transfer between levels of the fair value hierarchy Fair value hierarchy classifications of the financial instruments that are measured at fair value level 3 as at June 30, 2025 is as follows(Null for December 31, 2024): June 30, 2025 Level 1 Level 2 Level 3 Total Recurring fair value measurements Financial liabilities at fair value through profit or loss $ - $ - $ 630,603 $ 630,603 16 Valuation Techniques and the Inputs Valuation techniques and inputs used in the recurring and non-recurring fair value measurements categorized within Level 3 of the fair value hierarchy as at June30, 2025 is as follows:(Null for December 31, 2024): The Group did not change any valuation techniques in determining the fair value, which is categorized within Level 3 of the fair value hierarchy. June 30, 2025 Fair Value Level Valuation Techniques Inputs Financial liabilities at fair value through profit or loss $ 630,603 3 Tsiveriotis- Fernandes model Stock Volatility, Risk-free rate (6) Financial instruments by category The carrying value of financial instruments category as of June 30, 2025 and December 31, 2024 are as follows: June 30, 2025 Financial assets at amortized cost Financial liabilities at fair value Financial liabilities at amortized cost Total Financial assets: Cash and cash equivalents $ 1,584,406 $ - $ - $ 1,584,406 Trade and other receivables 751,245 - - 751,245 Other current financial assets 58,980 - - 58,980 Other non-current financial assets 390,408 - - 390,408 Financial liabilities: Trade and other payables - - 7,559,067 7,559,067 Accrued expenses - - 906,605 906,605 Current financial liabilities - - 5,332,235 5,332,235 Derivative liabilities - 630,603 - 630,603 December 31, 2024 Financial assets at amortized cost Financial liabilities at fair value Financial liabilities at amortized cost Total Financial assets: Cash and cash equivalents $ 341,543 $ - $ - $ 341,543 Trade and other receivables 933,824 - - 933,824 Other current financial assets 54,422 - - 54,422 Other non-current financial assets 329,252 - - 329,252 Financial liabilities: Trade and other payables - - 1,078,760 1,078,760 Accrued expenses - - 459,883 459,883 Borrowings - - 2,297,411 2,297,411 17 Net gains or losses by financial instrument category for the six months ended June 30, 2025 and 2024 are as follows: For the six months ended June 30, 2025 For the six months ended June 30, 2024 Amortized cost: Interest income $ 28,890 $ 10,006 Foreign exchange gains 36,925 23,086 Gains on foreign currency translation 169,516 24,844 Interest expense ( 53,328 ) ( 15,615 ) Losses on foreign currency transaction ( 45,666 ) ( 40,744 ) Losses on foreign currency translation ( 16,098 ) ( 93,303 ) Financial assets measured at fair value through profit and loss: Gains on change in fair value of financial liabilities 23,943 - Losses on change in fair value of financial liabilities ( 23,440 ) - (7) Cash and cash equivalents The Group considers all money market funds and highly liquid financial instruments with original maturities of three months or less to be cash equivalents. June 30, 2025 December 31, 2024 Cash and cash equivalents $ 1,584,406 $ 341,543 (8) Trade and other receivables, net All trade receivables are recorded at the invoiced amount and do not bear interest. Amounts collected on trade receivables are included in net cash provided by operating activities in the statements of cash flows. The Group does not have any off-balance sheet credit exposure related to its customers. June 30, 2025 December 31, 2024 Trade receivables $ 812,100 $ 972,036 Less: Allowance for credit losses ( 69,317 ) ( 67,580 ) Net trade receivables 742,783 904,456 Other receivables 8,462 29,368 Total $ 751,245 $ 933,824 (9) Inventories, net Inventories consisted of the following as of June 30, 2025 and December 31, 2024: June 30, 2025 December 31, 2024 Merchandised goods $ 215,693 $ 949,724 Less inventory reserves ( 16,866 ) ( 27,617 ) $ 198,827 $ 922,107 (10) Other financial assets Details of other financial assets as of June 30, 2025 and December 31, 2024 are as follows: June 30, 2025 December 31, 2024 Current Non-current Current Non-current Leasehold guarantee deposits $ 58,980 $ 24,173 $ 54,422 $ 21,669 Other deposits - 1,180 - 1,088 Loan - 365,055 - 306,494 Total $ 58,980 $ 390,408 $ 54,422 $ 329,252 18 (11) Other assets Details of other assets as of June 30, 2025 and December 31, 2024 are as follows: June 30, 2025 December 31, 2024 Current Non-current Current Non-current Prepayments $ 98,515 $ - $ 53,908 $ - Prepaid expenses 183,206 - 20,646 - Total $ 281,720 $ - $ 74,555 $ - (12) Equity method investment Details of investment under the equity method are as follows: June 30, 2025 December 31, 2024 Location Main business Ownership Book value Ownership Book value Taction Co., LTD Korea Software development 33.3 % $ - 33.3 % $ - The summarized financial information of investment under the equity method as of the closing date and for the current period is as follows: As of and for the year ended December 31, 2024 Comprehensive Assets Liabilities Revenue Net loss loss Taction Co., LTD $ 97,936 $ 32,785 $ - 74,740 $ - 74,740 There is no equity method valuation applied on investments in associate for the six months ended June 30, 2025 or 2024. Taction Co., Ltd. was incorporated to engage in software development and IT consulting. As no practical plan to generate revenue and maintain going-concern basis in the foreseeable future was provided, the Parent recognized impairment loss amounting to acquisition cost. (13) Equipment and vehicles, net Equipment and vehicles as of June 30, 2025 and December 31, 2024 consisted of the following: June 30, 2025 December 31, 2024 Office equipment $ 31,989 $ 26,912 Tools and instruments 24,587 22,687 Machinery and equipment 24,115 22,251 Facilities 213,892 210,613 Vehicles 10,160 9,375 304,743 291,838 Less accumulated depreciation ( 301,076 ) ( 289,504 ) Equipment and vehicles, net $ 3,667 $ 2,334 19 (14) Goodwill Changes of goodwill for the for the six months ended June 30, 2025 and 2024 are as follows: For the six months ended June 30, 2025 Beginning Business combination Impairment loss Effects of changes in exchange rate Ending Goodwill $ 24,354,066 $ - $ - $ 2,039,680 $ 26,393,746 For the six months ended June 30, 2024 Beginning Business combination Impairment loss Effects of changes in exchange rate Ending Goodwill $ 27,765,222 $ - $ - $ ( 1,183,341 ) $ 26,581,881 (15) Intangible assets, net The acquired intangible assets, all of which are being amortized, have an average useful life of approximately 20 years. Intangible assets consist of the following as of June 30, 2025 and December 31, 2024. For the six months ended June 30, 2025 Average useful life Gross carrying amount Accumulated amortization Net carrying amount Technology license 20 years $ 106,021 $ 85,246 $ 20,775 Customer relationship 20 years 627,608 313,804 313,804 Patent technology 20 years 178,617,701 23,362,860 155,254,841 $ 179,351,330 $ 23,761,910 $ 155,589,419 For the six months ended December 31, 2024 Average useful life Gross carrying amount Accumulated amortization Net carrying amount Technology license 20 years $ 97,828 $ 78,439 $ 19,389 Customer relationship 20 years 579,107 231,643 347,464 Patent technology 20 years 164,814,319 17,124,320 147,690,000 $ 165,491,254 $ 17,434,402 $ 148,056,852 Accumulated amortization expense for intangible assets is $ 4,624,214 and $ 5,672,590 for the six months ended June 30, 2025 and 2024, respectively. 20 (16) Short-term borrowings The Group has a loan agreement with Bellevue Capital Management Europe AG and as of June 30, 2025, the outstanding balance was $ 860,000 ( 3.00 % interest rate at June 30, 2025), which matures in 2025 . The Group has multiple loan agreements with an individual and as of June 30, 2025, the outstanding balance was $ 910,366 ( 0 % interest rate at June 30, 2025), which mature on various dates in 2025 . The Group has a loan agreement with Duksung Co.,Ltd and as of June 30, 2025, the outstanding balance was $ 800,000 ( 7.00 % interest rate at June 30, 2025 ), which matures in October 2025. The Group has a loan agreement with BGLSI and as of June 30, 2025, the outstanding balance was $ 1,528,000 ( 0 % interest rate at June 30, 2025 ), which matures in September 2025. The Group has multiple loan agreements with an individual and as of June 30, 2025, the outstanding balance was $ 135,000 ( 0 % interest rate at June 30, 2025), which mature on various dates in 2025 . The Group has a convertible note agreement with White Lion Capital and as of June 30, 2025, the outstanding balance was $ 1,098,869 ( 5.00 % interest rate at June 30, 2025), which mature various dates in 2026 . The Group has a loan agreement with Bellevue Capital Management Europe AG and as of December 31, 2024, the outstanding balance was $ 600,000 ( 3.00 % interest rate at December 31, 2024), which matures in March 2025 . The Group has a loan agreement with Bellevue Capital Management Europe AG and as of December 31, 2024, the outstanding balance was $ 260,000 ( 3.00 % interest rate at December 31, 2024), which matures in July 2025 . The Group has a loan agreement with Bellevue Life Sciences Acquisition Corp. and as of December 31, 2024, the outstanding balance was $ 300,000 ( 3.96 % interest rate at December 31, 2024), which matures in October 2025 . The Group has a loan agreement with an individual and as of December 31, 2024, the outstanding balance was $ 50,000 ( 7.00 % interest rate at December 31, 2024), which matures in December 2025 . The Group has multiple loan agreements with an individual and as of December 31, 2024, the outstanding balance was $ 408,163 ( 0 % interest rate at December 31, 2024), which mature on various dates in 2025 . Details of convertible bonds issued on May 6, 2025 and outstanding as of June 20, 2025 are as follows: Classification Details Par value USD 1,110,000 Stated interest rate 5 % Guaranteed yield upon conversion - Exercise price adjustments Issuance of new shares for consideration (paid-in capital increase), stock dividends and capitalization of reserves, mergers, capital reduction, stock split and consolidation, reduction of capital and stock consolidation, etc. Conversion condition Variable Conversion Price. At any time, and from time to time, the Holder may utilize the Variable Conversion Price for conversions of this Note into Common Stock. The Variable Conversion Price shall be a rate per share equal to 95% multiplied by the Market Price (as defined herein) (representing a discount rate of 5%) (the “Variable Conversion Price”). “Market Price” means the lowest daily VWAP of the Common Stock during the fifteen (15) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. “Trading Price” means the lowest volume-weighted average daily price as reported on the principal securities exchange or trading market where such security is quoted, listed or traded or, if no trading price of such security is available in any of the foregoing manners, the average of the trading prices of any market makers for such security that are listed in the “pink sheets” by the National Quotation Bureau, Inc. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the NASDAQ stock market or on the principal securities exchange or other securities market on which the Common Stock is then being quoted or traded. The conversion right on the above convertible bonds is classified as other financial liabilities. 21 (17) Long-term debt The Group has long-term debt agreements with individuals and as of December 31, 2024, the total outstanding balance was $ 497,615 ( 4.6 % interest rate at December 31, 2024), which matures in 2030 . (18) Post-employment benefits The Group maintains a defined contribution retirement benefit plan for its employees. The Group is obligated to pay fixed contributions to an independent fund, and the amount of future retirement benefits to be paid to employees is determined by the contributions made to the fund, etc., and the investment income generated from those contributions. Plan assets are managed independently from the Group’s assets in a fund managed by a trustee. Darnatein’s pension plan has converted from the DB type to the DC type at the end of March 31, 2017, and is obligated to pay severance payment as DB type which incurred before the March 31, 2017. Meanwhile, expenses recognized by the Group in relation to the defined contribution retirement benefit plan for the six months ended June 30, 2025 and 2024 are $ 304,579 and $ 57,530 , respectively. (19) Related party transactions As of June 30, 2025, the Group’s related parties are as follows: Type Related parties Ultimate parent entity Bellevue Capital Management LLC Major shareholder of the Parent BCM Europe AG Subsidiaries RMC, VAXIMM, Darnatein, OSR Holdings Co., Ltd. Associates Taction Co., Ltd. Other related parties Bellevue Global Life Sciences Investors LLC There are no sales and procurement transactions and treasury transactions with related parties for the six months ended June 30, 2025 and 2024. 22 Details of receivables and payables from related party transactions as of June 30, 2025 and December 31, 2024 are as follows: June 30, 2025 Related parties Short-term borrowings Bellevue Capital Management Europe AG Major shareholder of the Parent $ 860,000 December 31, 2024 Related parties Short-term borrowings Key management Individuals $ 340,136 Compensations paid or accrued to key management of the Parent for the six months ended June 30, 2025 and 2024 are as follows: For the six months ended June 30, 2025 June 30, 2024 Salaries $ 344,552 $ 205,433 The Group’s key management includes registered directors who have important authority and responsibility for planning, operation, and control of the Group’s business activities. No collateral or guarantee were provided for related parties and were received from related parties as of June 30, 2025 and December 31, 2024. (20) Administrative expenses Details of administrative expenses for the six months ended June 30, 2025 and 2024 are as follows: For the six months ended June 30, 2025 For the six months ended June 30, 2024 Salary $ 784,289 $ 448,886 Retirement payment 304,579 57,530 Employee benefits 51,137 24,312 Travel expenses 19,749 26,341 Entertainment expenses 22,986 16,179 Communication cost 938 1,199 Tax and due 17,674 14,048 Depreciation cost 581 33,343 Amortization of intangible assets 4,624,214 5,672,590 Rental cost 50,350 49,137 Repair fee 402 141 Insurance cost 10,123 16,106 Vehicle maintenance fee 16,628 6,620 Allowance for expected credit losses ( 3,726 ) 8,301 Research and development expenses 143,674 91,974 Travel expenses 875 1,490 Training cost 1,210 - Publishing fee 477 251 Office supplies fee 122 164 Consumable cost 15,454 11,890 Commisions and professional fee 2,278,933 494,305 Building management fee 7,804 8,995 Advertising expenses - 956 Total $ 8,348,471 $ 6,984,758 23 (21) Income taxes In assessing the reliability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based upon these considerations as of June 30, 2025 and December 31, 2024, the Company had a full valuation allowance for the net deferred tax assets on one of its Asian subsidiaries and certain of its European subsidiaries. Also, as of June 30, 2025 and December 31, 2024, the Company had a partial valuation allowance offsetting certain deferred tax assets of another one of its Asian subsidiaries. Management believes that it is more likely than not that the Company will realize the benefits of the remaining deductible differences, net of valuation allowances, at June 30, 2025 and December 31, 2024. The Company did not have any material uncertain tax positions, which should be recognized in the condensed consolidated financial statements as of June 30, 2025. In addition, the Company did not have any unrecognized tax benefits, which, if recognized, would affect the effective tax rate for the nine months then ended. (22) Loss per share Basic loss per share for the six months ended June 30, 2025 and 2024 are calculated as follows: (The United States Dollar in unit and number of shares) For the six months ended June 30 2025 2024 Net loss (A) $ ( 11,061,400 ) $ ( 5,632,853 ) Weighted average number of ordinary shares outstanding (B) 15,155,407 5,622,954 Basic loss per ordinary share (A/B) $ ( 0.73 ) $ ( 1.00 ) Weighted average number of ordinary shares outstanding for the six months ended June 30, 2025 and 2024 are calculated as follows: (Number of shares) For the six months ended June 30 2025 2024 Ordinary shares outstanding at the beginning 2,155,000 5,622,954 Changes due to business combination 12,959,729 - Commitment shares issued for White Lion Capital 40,181 - Shares issued due to ELOC 304 - Shares issued due to ELOC 193 - Weighted average number of ordinary shares outstanding 15,155,407 5,622,954 Diluted loss per share for the six months ended June 30, 2025 and 2024 are calculated as follows: (The United States Dollar in unit and number of shares) For the six months ended June 30 2025 2024 Net loss (A) $ ( 11,056,255 ) $ ( 5,632,853 ) Weighted average number of ordinary shares outstanding (B) 16,090,144 5,622,954 Diluted loss per ordinary share (A/B) $ ( 0.69 ) $ ( 1.00 ) 24 Weighted average number of ordinary shares outstanding for the six months ended June 30, 2025 and 2024 are calculated as follows: (Number of shares) For the six months ended June 30 2025 2024 Ordinary shares outstanding at the beginning 2,155,000 5,622,954 Changes due to business combination 12,959,729 - Commitment shares issued for White Lion Capital 40,181 - Shares issued due to ELOC 304 - Shares issued due to ELOC 193 - Convertible bonds conversion effect 934,737 - Weighted average number of ordinary shares outstanding 16,090,144 5,622,954 (23) Commitment and contingencies As of June 30, 2025, the Group is a party to a civil action filed in the Supreme Court of the State of New York, County of New York, by Benjamin Securities, Inc., seeking approximately $ 425,000 in alleged brokerage fees and costs, plus interest and attorneys’ fees. As of June 30, 2025, the matter remains pending. The Parent has entered into various contractual commitments related to the acquisition of VAXIMM including a future financial obligation of CHF 7,416 underlying as of June 30, 2025. Meanwhile, both parties have agreed to remove section 6.1.3 of the license agreement that states that in the event of the Parent’s sale to a third party, the Licensor shall reimburse the Licensee for reasonable costs and expenses incurred in the preparation, submission, maintenance, prosecution, and enforcement process. (24) Segment reporting The Group operates in one operating segment. Operating segments are defined as components of an enterprise about which separate financial information is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and assessing performance. The Group’s CODM role is fulfilled by the Executive Leadership Team, who allocates resources and assesses performance based upon consolidated financial information. The geographic segments for the long-lived assets and ROU assets are disclosed below. There are no external customers that account for more than 10% of sales for the reporting period. (25) Subsequent events The Group has evaluated subsequent events from the balance sheet date through August 14, 2025, the date at which the condensed consolidated financial statements were available to be issued and determined that there are no other items to disclose, except the following: ● In July, the Group issued total of 757,500 shares under the ELOC, to raise gross proceeds of $ 727,887 . ● In July, the Group issued total of 1,021,401 shares under the convertible note and warrant agreement with White Lion Capital, which amounted $ 990,000 . 25 Item 2. 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 OSR Holdings, Inc. References to our “management” or our “management team” refer to our officers and directors. 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. Securities and Exchange Commission (“SEC”). Recent Developments Strategic Roadmap for Tokenization under Regulation D Framework in Partnership with BCM Europe AG In July 2025, we announced our strategic roadmap for tokenizing our equity, marking a significant step forward in the integration of blockchain-based finance with the Company's core business operations. This initiative is part of our broader strategy to leverage innovative financial mechanisms, including security token offerings (STO), to enhance capital raising opportunities, increase liquidity, and create value for shareholders. The roadmap includes a partnership with BCM Europe AG, an affiliate of Bellevue Capital Management, LLC, under Swiss-based leadership with track records in the blockchain and digital asset space, to explore the potential of tokenizing OSRH shares under the Regulation D framework. This collaboration will enable OSRH to issue tokenized securities that meet regulatory standards, allowing for greater flexibility in fundraising activities and enabling the Company to tap into new capital markets. This initiative aligns with OSRH’s commitment to explore novel avenues for financing, providing the Company with the ability to more effectively manage capital while maintaining compliance with securities laws. While the tokenization strategy is still in its early stages, our management views it as a promising long-term initiative that could significantly enhance the Company’s financial flexibility and increase the attractiveness of the Company to both institutional and retail investors. Signing of Term Sheet to Acquire Woori IO, a Pioneer in Noninvasive Glucose Monitoring Technology As previously disclosed in the Company’s Current Report on Form 8-K filed on July 25, 2025, we announced in July 2025 the signing of a term sheet with Woori IO Co., Ltd., a leader in noninvasive glucose monitoring technology based out of South Korea. Under this agreement, OSRH intends to acquire Woori IO, subject to completion of due diligence and other conditions. This acquisition would further strengthens OSRH’s presence in the burgeoning healthcare and medical technology sectors, particularly in diabetes management, which is expected to see substantial growth over the next decade. Woori IO’s proprietary noninvasive continuous glucose monitoring (CGM) technology is poised to disrupt the current market by providing a pain-free alternative to traditional glucose monitoring methods. The company’s platform leverages near-infrared spectroscopy (NIRS) technology, which has already demonstrated promising proof-of-concept results from the studies conducted at the Korea University Hospital (Guro). This acquisition represents a strategic entry into the global CGM 1 market, which is forecast to exceed $47 billion by 2034 2 . The acquisition, if consummated, is expected to enhance OSRH’s growth trajectory by providing access to cutting-edge technology in a high-demand area. Management believes that integrating Woori IO’s noninvasive glucose monitoring solutions with OSRH’s resources will accelerate the commercialization of this technology and open significant revenue opportunities. The deal structure, as outlined in the term sheet, will involve the issuance of OSRH shares to Woori IO’s stakeholders upon closing, subject to performance-based milestones (“$10 per share condition”), and will not result in immediate dilution for existing OSRH shareholders . Strategic Outlook Both initiatives reflect OSRH’s ongoing commitment to enhancing shareholder value through innovative business strategies and investments in high-growth sectors. We will continue to evaluate and pursue opportunities that align with our strategic vision, particularly in the areas of blockchain and healthcare technology. As these initiatives progress, we will provide further updates to shareholders, ensuring transparency and compliance with all relevant regulatory requirements. 1 Continuous Glucose Monitoring, 2 Market data from gminsights.com 26 Result of Operations Comparison of the Three Months Ended June 30, 2024 and 2025 The following tables present OSR Holdings’ statements of operations for the three- and six-month periods ended June 30, 2024 and 2025, and percentage change between the two periods: Three Months Ended June 30, 2024 2025 Change $ Change % Net Sales: 881,829 1,135,517 253,688 29 % Cost of Sales 649,509 1,102,735 453,226 70 % Gross Profit 232,321 32,782 -199,539 -86 % Expenses: Selling, general and administrative expenses 3,442,428 5,261,960 1,819,532 53 % Operating loss (3,210,108 ) (5,229,177 ) -2,019,069 63 % Other income (expense) (41,007 ) 3,979 44,986 -110 % Profit (loss) before income taxes (3,251,115 ) (5,225,198 ) -1,974,083 61 % Six Months Ended June 30, 2024 2025 Change $ Change % Net Sales: 1,792,054 1,896,789 104,735 6 % Cost of Sales 1,319,932 1,695,321 375,389 28 % Gross Profit 472,122 201,468 -270,654 -57 % Expenses: Selling, general and administrative expenses 6,984,758 8,348,471 1,363,713 20 % Operating loss (6,512,636 ) (8,147,004 ) -1,634,368 25 % Other income (expense) (93,841 ) (8,471,009 ) -8,377,168 8,927 % Profit (loss) before income taxes (6,606,477 ) (16,618,012 ) -10,011,535 152 % Net Sales, Cost of Sales and Gross Profit OSR Holdings’ net sales, cost of sales, and gross profit are primarily derived from RMC, its subsidiary engaged in the distribution of medical devices. RMC’s net sales for the three months ended June 30, 2025, increased by $253,688, or 29%, compared to the same period in the prior year. However, cost of sales increased by $453,226, or 70%, resulting in a decline in gross profit of $199,539, or 86%. This disproportionate increase in cost of sales was primarily attributable to a one-time factor related to a change in the contractual arrangement with one of RMC’s suppliers. Specifically, RMC transitioned from a traditional purchase-and-resale model to a consignment-based arrangement under which only commission revenue is recognized. As part of this transition, RMC sold previously held inventory back to the supplier at cost, which materially impacted gross margin for the quarter. For the six months ended June 30, 2025, the impact of the transaction was partially normalized. Net sales increased by $104,735, or 6%, while cost of sales increased by $375,389, or 28%, compared to the same period in the prior year. As a result, gross profit decreased by $270,654, or 57%. 27 Selling, General and Administrative Expenses For the three months ended June 30, 2025, OSR Holdings’ selling, general and administrative (SG&A) expenses increased by $1,819,532, or 53%, compared to the same period in the prior year. The increase was primarily attributable to the completion of the Business Combination on February 14, 2025, which resulted in the consolidation of OSR Holdings Inc. (formerly Bellevue Life Sciences Acquisition Corp.) beginning in the second quarter. The largest component of the increase was higher commissions and professional fees incurred in connection with the Business Combination. For the six months ended June 30, 2025, OSR Holdings’ selling, general and administrative (SG&A) expenses increased by $1,363,713, or 20%, compared to the same period in the prior year. The increase was primarily driven by higher personnel-related expenses, including salaries, severance payments, employee benefits, bonuses, and travel costs. Additional SG&A expenses included amortization of intangible assets, research and development expenses, and professional service fees, such as legal, audit, investor relations, and press release costs, as well as non-income taxes, insurance premiums, and employee recruiting and training expenses. The most significant drivers of the increase were personnel-related costs and professional service fees. 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. R&D costs 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 in the second half of 2025, which could potentially increase to $5.0 million to $6.0 million per quarter. Operating Loss For the three months ended June 30, 2025, OSR Holdings’ operating loss increased by $2,019,069, or 63%, compared to the same period in the prior year. On a year-to-date basis, operating loss increased by $1,634,368, or 25%, for the six months ended June 30, 2025. As discussed in the section titled “Selling, General and Administrative Expenses,” this increase was primarily attributable to the consolidation of SG&A expenses beginning in the second quarter of 2025 following the completion of the Business Combination on February 14, 2025. Other Income (Expense) OSR Holdings’ other income (expense) consists of interest income, interest expense, foreign exchange-related gains and losses, and other non-operating items. For the three months ended June 30, 2025, the Company recorded net other income of $3,979, representing an increase of $44,986 compared to net other expense of $41,007 for the same period in the prior year. This increase was primarily attributable to the consolidation of OSR Holdings Inc. (formerly Bellevue Life Sciences Acquisition Corp.) beginning in the second quarter of 2025, following the completion of the business combination on February 14, 2025. For the six months ended June 30, 2025, net other expenses increased significantly by $8,377,168, from $93,841 in the prior-year period to $8,471,009. This substantial increase was primarily driven by the one-time recognition of approximately $8.5 million in merger-related expenses incurred in connection with the business combination that closed on February 14, 2025. Loss Before Income Taxes For the three months ended June 30, 2025, OSR Holdings’ loss before income taxes increased by $1,974,083, or 61%, compared to the same period in the prior year. As previously discussed, the increase was primarily attributable to the consolidation of OSR Holdings Inc. (formerly Bellevue Life Sciences Acquisition Corp.) beginning in the second quarter of 2025 following the completion of the business combination on February 14, 2025. For the six months ended June 30, 2025, loss before income taxes increased by $10,011,536, or 152%, compared to the same period in the prior year, primarily due to the one-time recognition of approximately $8.5 million in merger-related expenses incurred in connection with the business combination that closed on February 14, 2025. Liquidity and Capital Resources Since its inception through June 30, 2025, OSR Holdings has incurred significant operating losses and negative cash flows from operating activities. The Company recorded an operating loss of approximately $6.5 million for the six months ended June 30, 2024, and approximately $8.1 million for the same period in 2025. As of June 30, 2025, OSR Holdings had an accumulated deficit of approximately $30.2 million. To date, OSR Holdings has funded its operations primarily through the issuance of common stock and convertible bonds, bank borrowings, loans from affiliates, and, to a lesser extent, product revenue generated by its subsidiary, RMC. As of June 30, 2025, the Company had cash and cash equivalents of approximately $1.58 million, consisting primarily of bank deposits. The Company incurred significant expenses in connection with the business combination and the filing of its Form S-4 registration statement, which, together with other general expenses, reduced the funds available for operations and created an urgent need for additional capital. In response, in February 2025, OSR Holdings entered into an equity line of credit (“ELOC”) agreement with an investor, providing for up to $80 million in potential capital. Through June 30, 2025, the Company issued a total of 10,000 shares under the ELOC, raising $14,050 in gross proceeds. 28 Subsequently in July, the Company issued a further 757,500 shares under the ELOC, to raise gross proceeds of $727,887. This brings the total proceeds under the facility to $741,937. OSR Holdings expects to continue utilizing the ELOC to secure additional financing for its ongoing operations. As of June 30, 2025, the Company had consolidated cash and cash equivalents of approximately $1.58 million, primarily held in bank deposits. Off-Balance Sheet Arrangements We have no obligations, assets or liabilities which would be considered off-balance sheet arrangements as of June 30, 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 Bellevue Capital Management, LLC (“BCM”) 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 they continue following the consummation of our business combination in February 2025. Chardan Capital Markets, LLC (“Chardan”) is entitled to a deferred underwriting commission of $2,070,000, payable as of June 30, 2025. In addition, we incurred deferred legal fees of approximately $1.25 million that were payable upon consummation of our initial 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. 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. 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. Actual results could materially differ from those estimates. We have not identified any critical accounting estimates. Item 3. 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. Item 4. Controls and Procedures Disclosure controls and procedures are controls and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. As required by Rules 13a-15 and 15d-15 under the Exchange Act, our management, with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2025. In our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, we reported that our disclosure controls and procedures were not effective due to the identification of certain material weaknesses in our internal control over financial reporting. During the second quarter of 2025, we implemented remediation measures designed to address these material weaknesses, which included: ● Enhancing our financial reporting policies and procedures; ● Engaging a new external accounting firm with SEC reporting expertise to provide enhanced support for our financial closing and reporting processes; ● Enhancing the internal documentation retention and storage system to improve accessibility and audit readiness. Management tested the design and operating effectiveness of the remediated controls and concluded that the previously identified material weaknesses have been remediated as of June 30, 2025. Based on this evaluation, our management concluded that our disclosure controls and procedures were effective as of June 30, 2025. We believe, however, that a controls system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the controls systems are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud or error, if any, within a company have been detected. 29 PART II—OTHER INFORMATION Item 1. Legal Proceedings We currently do not have any claims, lawsuits, or proceedings against us that, individually or in the aggregate, would be considered material to our business or likely to result in a material adverse effect on our future operating results, financial condition, or cash flows. We may from time to time become subject to a range of actual or potential claims, lawsuits and other legal and administrative proceedings that may arise in the ordinary course of business. Some of these claims, lawsuits and other proceedings may range in complexity and result in substantial uncertainty; it is possible that they may result in damages, fines, penalties, non-monetary sanctions, or relief. In March and May of 2025, Company Management became aware of a civil action filed against the Company by Benjamin Securities, Inc. in Supreme Court, New York County, seeking $425,000.00 in brokerage fees and costs that the plaintiff alleges are due and owing. As of June 30, 2025, the matter remains pending. Item 1A. Risk Factors In addition to the risk factors set forth below and the other information set forth in this report, you should carefully consider the factors discussed under Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC on April 22, 2025 (or “2025 Annual Report”), and in the other reports we file with the SEC before making a decision to invest in our securities. These factors could materially adversely affect our business, financial condition, liquidity, results of operations and capital position, and could cause our actual results to differ materially from our historical results or the results contemplated by the forward-looking statements contained in this report or we could face liquidation. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. The risks and uncertainties described in our 2024 Annual Report and below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business, financial condition and operating results. 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 2025 Annual Report. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds Pursuant to the terms of an Equity Line of Credit Agreement comprising a Common Stock Purchase Agreement and a Registration Rights Agreement (taken together, the “ELOC Agreement”) as amended May 6, 2025, the Company may elect, in our sole discretion, to issue and sell to by White Lion Capital LLC dba White Lion GBM Innovation Fund (“White Lion”), from time to time, up to $78.9 million worth of shares of Common Stock from after the effective date of a related registration statement until the earlier of December 31, 2026 or the sale of all of such shares to White Lion. Any terms in initial capitals and not otherwise defined herein shall be as defined in the amended Common Stock Purchase Agreement and/or the Registration Rights Agreement. Pursuant to the Common Stock Purchase Agreement, following the effective date of this resale registration statement registering the shares issuable to White Lion in accordance with the terms of the Registration Rights Agreement, the Company has the right, but not the obligation, to require White Lion to purchase, from time to time, up to the lesser of (i) $78,900,000 in aggregate gross purchase price of newly issued shares of Common Stock, par value $0.0001 per share and (ii) 3,853,467 shares of Common Stock (the “Exchange Cap”), in each case, subject to certain limitations and conditions set forth in the Common Stock Purchase Agreement. 30 The number of shares of Common Stock that the Company may require White Lion to purchase in any single sales notice will depend on a number of factors, including the relevant calculated purchase price and type of purchase notice that the Company delivers to White Lion. For example: (1) if the Company were to deliver a Rapid Purchase Notice, the Company can require White Lion to purchase a number of shares equal to $2,000,000 divided by the average of the three (3) lowest traded prices of the Common Stock on the Rapid Purchase Notice Date; and (2) if the Company were to deliver a VWAP Purchase Notice, the Company can require White Lion to purchase a number of shares equal to $2,000,000 divided by the product of (i) the lowest daily VWAP of the Common Stock during the VWAP Purchase Valuation Period and (ii) ninety-seven percent (97%). White Lion’s purchase obligations under a single Rapid Purchase Notice or a single VWAP Purchase Notice shall not exceed $2,000,000, and the maximum amount of shares of Common Stock the Company may require White Lion to purchase under a single VWAP Purchase Notice shall be the lesser of (A) 30% of the Average Daily Trading Volume or (B) $2,000,000 divided by the highest closing price of the Common Stock over the most recent five (5) Business Days immediately preceding White Lion’s receipt of the subject VWAP Purchase Notice. Additionally, in consideration for White Lion’s commitments under the Common Stock Purchase Agreement, the Company agreed to issue to White Lion the number of shares of Common Stock equal to $800,000 divided by the closing price of the Common Stock on the day that is the earlier of (i) the business day prior to effectiveness of this resale registration statement registering the shares issuable under the Common Stock Purchase Agreement and (ii) the business day prior to the date that White Lion requests the issuance of such shares (such shares, the “Commitment Shares”). Accordingly, the actual number of shares of our Common Stock issuable will vary depending on the then-current market price of shares of Common Stock sold to White Lion under the ELOC Agreement, but will not exceed the number set forth in the preceding paragraphs unless we file an additional registration statement under the Securities Act of 1933, as amended (the “Securities Act”), with the SEC. Warrants Pursuant and subject to the terms of the ELOC Agreement and as further subject to the terms of a Common Stock Purchase Warrant dated May 6, 2025 between the Company and White Lion (“Warrant”), White Lion has the right, but not the obligation, at any time for a period of five years following the Warrant’s execution date, to subscribe for and purchase from the Company up to $4,000,000 worth, or the Available Share Amount (as defined in the Warrant and subject to adjustment thereunder), of Common Stock (the “Warrant Shares”). The initial purchase price of one share of Common Stock under the Warrant shall be equal to the Exercise Price, which shall be $1.584 or as otherwise defined therein pursuant to any applicable adjustments to the same. Convertible Note Pursuant and subject to the terms of a Convertible Note Purchase Agreement and executed on May 6, 2025 between the Company and White Lion (the “Note Purchase Agreement”) and related convertible promissory notes (“Convertible Notes”), White Lion has agreed to loan 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 loan. The first Convertible Note in the principal amount of $445,000 was executed by and between the Company and the White Lion on May 6, 2025. The second Convertible Note, constituting the balance of the principal amount under the Note Purchase Agreement, was executed by and between the Company and the White Lion on June 20, 2025. The 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, which can be adjusted to up to 9.99% upon 61 prior days’ notice from White Lion. 31 Item 3. Defaults Upon Senior Securities Not applicable. Item 4. Mine Safety Disclosures Not applicable. Item 5. Other Information During the six months ended June 30, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K. Item 6. Exhibits The following exhibits are being filed herewith, or incorporated by reference into, this Quarterly Report on Form 10-Q and are numbered in accordance with Item 601 of Regulation S-K: EXHIBIT INDEX Exhibit No. Description 10.1 Note Purchase Agreement, dated as of May 6, 2025, between OSR Holdings, Inc. and White Lion Capital, LLC. 10.2 Senior Secured Convertible Promissory Note, issued May 6, 2025, by OSR Holdings, Inc. to White Lion Capital LLC. 10.3 Common Stock Purchase Warrant, issued May 6, 2025, by OSR Holdings, Inc to White Lion Capital, LLC. 10.4 Amendment No. 1 to Common Stock Purchase Agreement, between OSR Holdings, Inc. and White Lion Capital LLC. 31.1 Certification of Principal Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 * 31.2 Certification of Principal Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 * 32.1 Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 ** 32.2 Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 ** 101.INS Inline XBRL Instance Document. 101.SCH Inline XBRL Taxonomy Extension Schema Document. 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). 32 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: August 14, 2025 OSR HOLDINGS, INC. By: /s/ Kuk Hyoun Hwang Name: Kuk Hyoun Hwang Title: Chief Executive Officer By: /s/ Gihyoun Bang Name: Gihyoun Bang Title: Chief Financial Officer 33