What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-08-14 compared with 2025-05-20 · 201 added, 361 removed, 26 unchanged (96% of the section changed)

Management’s Discussion and Analysis of Financial Condition and Results of Operations

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

Holdings, Inc.

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

following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction

with the financial statements and the notes thereto contained elsewhere in this Quarterly Report.

Certain information contained in the

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

Note Regarding Forward-Looking Statements

Quarterly Report on Form 10-Q includes “forward-looking statements” within the meaning of Section 27A of the

Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act of 1934, as amended (the

“Exchange Act”).

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

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

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

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

In some cases, you can identify forward-looking

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

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

of such terms or other similar expressions.

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

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

Securities and Exchange Commission (“SEC”).

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

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

business combination with one or more businesses or entities.

We effectuated our initial business combination using cash from the proceeds

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

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

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

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

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

The foregoing description

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

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

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

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

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

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

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

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

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

of the proposals presented at the Special Meeting.

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

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

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

1 - Extension Amendment Proposal

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

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

2 - Adjournment Proposal

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

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

to establish quorum.

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

for redemption.

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

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

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

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

a “ Contribution ”).

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

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

has an effective date of May 14, 2024.

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

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

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

(the “ Annual Meeting ”).

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

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

The stockholders approved

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

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

The stockholders also approved

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

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

Securities and Exchange Commission (the “ NTA

Requirement Amendment Proposal ”).

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

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

The foregoing description of the Charter

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

dated November 12, 2024 hereto.

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

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

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

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

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

constituting a quorum.

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

Additionally,

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

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

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

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

stock of the Company were tendered for redemption.

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

of Incorporation with the Secretary of the State of Delaware.

The terms of the Amended and Restated Certificate of Incorporation are

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

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

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

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

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

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

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

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

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

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

1 – The Business Combination Proposal

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

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

Agreement ”).

2 – The Charter Proposal

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

3A-3F – The Advisory Governance Proposals

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

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

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

Business Combination.

Specifically:

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

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

20,000,000 shares.

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

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

of the voting power.

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

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

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

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

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

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

4 – The Incentive Plan Proposal

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

5 – The Director Election Proposal

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

until their respective successors are duly elected and qualified.

6 – The Nasdaq Proposal

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

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

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

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

A copy of the press release is attached

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

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

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

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

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

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

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

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

Stockholders ”).

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

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

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

the Company (the “ Share Exchange” ).

Following the consummation of the Business Combination and the Share Exchange

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

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

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

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

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

record by such Non-Participating Stockholder.

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

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

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

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

The exchange ratio is fixed under the put/call rights

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

Holders of approximately

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

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

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

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

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

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

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

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

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

in the Business Combination Agreement.

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

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

and trustees.

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

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

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

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

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

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

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

The Non-Participating

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

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

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

The Put Right and Call Right terminate and expire 120 days

after the Trigger Date.

The Non-Participating

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

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

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

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

Additionally,

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

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

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

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

Such restrictions became

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

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

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

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

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

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

under the laws of the Republic of Korea.

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

as Exhibit 99.1 thereto.

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

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

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

Interest is payable only on maturity.

The following

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

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

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

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

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

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

to the Company Promissory Note.

Listing Rules Compliance

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

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

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

“ Minimum Public Holders Requirement ”).

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

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

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

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

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

the Compliance Period.

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

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

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

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

the Company’s securities, and the hearing was held on October 1, 2024.

On October 4, 2024, the Panel granted the Company’s

request for continued listing on the Nasdaq, subject to the requirement that on or before February 17, 2025, the Company shall demonstrate

compliance with Listing Rule 5505, and that during the exception period, the Company shall provide prompt notification of any significant

events that occur during this time that may affect the Company’s compliance with Nasdaq requirements.

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

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

the Company Co., Ltd.

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

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

[a]ccordingly,

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

Promissory Notes

Purchase Agreement

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

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

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

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

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

statement on Form S-1.

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

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

of the outstanding Convertible Note(s).

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

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

The Company and the Investor

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

of Operations

of the Three Months Ended March 31, 2024 and 2025

The following table presents OSR Holdings’ statements of operations

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

Three Months Ended March 31,

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

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

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

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

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

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,

Cost of Sales

3 unchanged sentences

Profit (loss) before income taxes

Six Months Ended June 30,

Cost of Sales

Selling, general and administrative expenses

Operating loss

Other income (expense)

Profit (loss) before income taxes

(16,618,012 )

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

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

in late 2024.

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

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

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

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

with Penumbra.

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

or 30%, from the same period in 2024.

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

to higher costs of imported goods for RMC.

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

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

This is expected to partially offset the impact of unfavorable

KRW exchange rates.

General and Administrative Expenses

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

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

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

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

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

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

life of other intangible assets.

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

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.

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,

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.

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

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

Research and Development (R&D) Expenses

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

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

are expensed as incurred.

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

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

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

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.

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

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

same period of 2024.

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

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

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

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)

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

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

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

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

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

the prior year.

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

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

Other expenses increased significantly

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

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

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

Loss Before Income Taxes

Loss before income taxes increased by approximately $8.0 million from

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

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

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

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

losses and negative cash flows from its operations.

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

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

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

of $30.6 million.

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

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

OSR Holdings had $1.6 million in cash

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

OSR Holdings has incurred significant expenses

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

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

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

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.

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 March 31, 2025.

We do not participate in transactions that create relationships

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

for the purpose of facilitating off-balance sheet arrangements.

We have not entered into any off-balance sheet financing

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

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 our Sponsor a monthly

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

We began incurring these fees on March 1,

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

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

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

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

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

These holders are entitled to make up

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

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

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.

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

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

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Critical Accounting Policies and Estimates

The preparation of financial statements and related disclosures in

conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions

that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial

statements, and income and expenses during the periods reported.

The preparation of financial statements and related disclosures in conformity

with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that

affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements,

and income and expenses during the periods reported.

Actual results could materially differ from those estimates.

not identified any critical accounting estimates.

Quantitative and Qualitative Disclosures About Market Risk

We have not identified

any critical accounting estimates.

Quantitative and Qualitative Disclosures About Market

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

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis