What changed in this filing

/stocks — the workspaceLOADING

Item 7. Management’s Discussion and Analysis

2026-03-31 compared with 2025-04-22 · 322 added, 471 removed, 68 unchanged (92% of the section changed)

Management’s Discussion and Analysis of

Financial Condition and Results of Operations

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

The following discussion and analysis of our financial condition

6 unchanged sentences

Risk Factors” and elsewhere in this report.

Prior 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 foregoing.

OSR Holdings, Inc.

(the “Company”) is a holding company

focused on the development of innovative therapeutic and medical technologies through its subsidiaries, including businesses developing

oral immunotherapies for cancer, design-augmented biologics for age-related and other degenerative diseases, and, following the acquisition

of Woori IO Co., Ltd.

in January 2026, non-invasive biosensing technologies for glucose monitoring and related health parameters.

14, 2025, the Company completed its initial business combination, transitioning from a blank check company to an operating company.

then, the Company has focused on advancing its subsidiaries’ product candidates and expanding its portfolio through strategic transactions.

The Company has not generated revenue from product sales and continues to incur significant research and development and operating expenses.

Its future performance will depend on the successful development and commercialization of its product candidates, the ability to obtain

regulatory approvals, access to additional financing, and the effective management and integration of its subsidiaries.

Recent Developments

As 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.

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 and incorporated herein by reference.

As 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 ”).

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,

As 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.

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.

Proposal 1 - Extension Amendment Proposal

The 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,

Proposal 2 - Adjournment Proposal

The 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.

In connection with the votes to approve the Extension Amendment Proposal,

1,581,733 shares of common stock of the Company were tendered for redemption.

In 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.

The 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 and incorporated herein by reference.

As 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

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 and incorporated herein by reference.

As 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.

Both 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.

In 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.

As 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 ”).

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 and is incorporated herein by reference.

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

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 Meeting.

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.

Set forth below are the proposals voted upon at the Special Meeting

(each of which is described in the Proxy Statement.

1 – The Business Combination

The 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

The Shareholders approved the proposal to approve the Amended

and Restated Certificate of Incorporation of the Company (the “ Amended Charter ”).

Proposals No.

3A-3F – The Advisory

Governance Proposals

The 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:

Name Change – To

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

Preferred Stock – To

increase the number of shares of preferred stock that can be issued from 1,000,000 shares to 20,000,000 shares.

Increase 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.

Corporate Opportunity –

To eliminate the current limitations on the corporate opportunity doctrine.

Change 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.

Additional 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

The Shareholders approved the proposal to adopt the new omnibus

incentive plan in the form attached as Annex H to the Proxy Statement.

5 – The Director Election

The 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.

Kuk Hyoun Hwang

Jun Chul Whang

Phil Geon Lee

Alcide Barberis

Seng Chin Mah

Jin Whan Park

Sang Hyun Kim

Joong Myung Cho

6 – The Nasdaq Proposal

The 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.

In connection with the votes to approve certain of the above proposals,

57,821 shares of Company Common Stock were tendered for redemption.

On 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 and is incorporated by reference herein.

As 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 ”).

On 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

The Put 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

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.

As of the Closing Date, Kuk Hyoun Hwang beneficially held approximately

67.8% of the outstanding shares of the Company Common Stock.

Prior 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.

The 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.

The 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

and the terms of which are incorporated herein by reference.

Prior 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 Agreement.

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.

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

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 trustees.

The 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 and the terms of which are incorporated herein by reference.

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.

The 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

and the terms of which are incorporated herein by reference.

As 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

A copy of the press release is attached to the Company’s February 18, 2025 Form 10-K filing as Exhibit 99.1 thereto and is

incorporated herein by reference.

As 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:

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.

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

The Company Promissory Note is filed as Exhibit 10.1 to the Company’s

Form 8-K filing of October 25, 2025 and is incorporated herein by reference.

The disclosures set forth herein are intended to

be summaries only and are qualified in their entirety by reference to the Company Promissory Note.

Amended and Restated

Certificate of Incorporation

As 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

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 and is incorporated herein by reference.

Special Meeting of

On February 13, 2025,

the Company held the Special Meeting of stockholders.

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

(“Company Common Stock”), outstanding as of the January 27, 2025, record date for the Special Meeting, and a quorum was present.

At the Special Meeting,

stockholders approved, among other matters, the Business Combination, the Amended and Restated Certificate of Incorporation, certain governance

proposals, the adoption of an incentive plan, the election of directors, and the issuance of shares in connection with the Business Combination.

A description of the proposals considered at the Special Meeting is set forth in the Company’s Proxy Statement for the Special Meeting,

filed with the Securities and Exchange Commission on January 31, 2025, which is incorporated herein by reference.

The final voting results

for the proposals considered at the Special Meeting are set forth in the Company’s Current Report on Form 8-K filed with the Securities

and Exchange Commission on February 13, 2025, which is incorporated herein by reference.

Joinder Agreement

for Share Exchange with Non-Participating Shareholders

Pursuant to the Business

Combination Agreement, the Company entered into a Joinder Agreement with Non-Participating Shareholders, first executed on February 10,

The Joinder contemplates the transfer to OSRH, on or after January 1, 2026 (the “Trigger Date”), of up to 411,857 shares

of common stock of OSR Holdings Co., Ltd., a corporation organized under the laws of the Republic of Korea (“OSRK,” and such

shares, the “OSRK Shares”) held by the Joined Parties in exchange for up to 5,338,712 shares of the common stock of OSRH (the

“OSRH Shares”).

As a subsequent event

following the end of the period covered by this Form 10-K, certain Non-Participating Shareholders exercised their put options, and an

aggregate of 410,721 OSRK Shares were transferred in exchange for 5,323,986 OSRH Shares.

The effective date of such exchange was January

Global License Agreement for VXM01

On November 21, 2025, Vaximm AG (“Vaximm”), a wholly owned

subsidiary of the Company, entered into a global license agreement term sheet (the “License Agreement”) with BCM Europe AG

(“BCME”), the Company’s largest shareholder.

Pursuant to the License Agreement, Vaximm granted BCME an exclusive,

worldwide, sublicensable license to develop, manufacture, and commercialize the VXM01 oral cancer immunotherapy platform for all indications.

BCME is responsible for advancing development and pursuing a potential out-license of VXM01 to a global pharmaceutical partner.

In consideration for the license, BCME agreed to pay Vaximm an upfront

payment of $20.0 million and up to an additional $815.0 million in clinical, regulatory, and commercial milestone payments.

BCME will pass through to Vaximm any downstream royalties received from an ultimate licensee, subject to a recovery mechanism pursuant

to which BCME is entitled to recover certain development and milestone costs prior to such pass-through.

As a subsequent event following the end of the period covered by this

Form 10-K, on January 13, 2026, Vaximm and BCME entered into a binding term sheet (the “Binding Term Sheet”), which supersedes

and replaces the previously executed non-binding term sheet in its entirety.

Under the Binding Term Sheet, the upfront payment was increased

to $30.0 million, consisting of $15.0 million in cash and $15.0 million in digital assets, while the aggregate milestone payments of up

to $815.0 million remain unchanged.

The Binding Term Sheet also maintains the royalty pass-through structure, subject to a recovery mechanism

whereby BCME is entitled to recover certain development costs and a preferred return prior to such pass-through.

The foregoing descriptions are summaries and are qualified in their

entirety by reference to (i) the License Agreement, which is filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed

with the Securities and Exchange Commission on November 25, 2025, and (ii) the Binding Term Sheet, which is filed as Exhibit 10.1 to the

Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 14, 2026, each of which is incorporated

herein by reference.

Acquisition of Woori IO Co., Ltd.

On January 26, 2026, OSR Holdings Co., Ltd.

subsidiary of the Company, completed the acquisition of Woori IO Co., Ltd.

(“WORIO”), a South Korea-based medical device company

developing non-invasive biosensing technology for glucose monitoring and related health parameters.

The acquisition was effected pursuant to a Share Exchange Agreement,

dated October 13, 2025, under which OSRK acquired all of the issued and outstanding shares of WORIO through a comprehensive share exchange,

and WORIO became a wholly owned subsidiary of OSRK and an indirect subsidiary of the Company.

In connection with the transaction, OSRK

issued an aggregate of 84,338 shares to the former shareholders of WORIO in exchange for all outstanding shares of WORIO.

the Company’s common stock were issued in connection with the transaction.

The foregoing description is a summary and is qualified in its entirety

by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 27, 2026,

which is incorporated herein by reference.

Compliance with Continued Exchange Listing Requirements

As 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 ”).

April 1, 2024, the Company submitted to Nasdaq a plan to regain compliance with the Minimum Public Holders Requirement and, on April 17,

2024, the staff of Nasdaq approved the plan and granted the Company an extension until August 13, 2024 to demonstrate compliance

with the Minimum Public Holders Requirement (the “ Compliance Period ”).

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 Period”).

As 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.

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.

As previously reported by the Company on Form 8-K dated October 4,

2 unchanged sentences

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

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.

5 unchanged sentences

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 matter.”

[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 matter.”

On September 5, 2025, the Company received a notification from The

Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company was not in compliance with Nasdaq Listing Rule 5550(a)(2) after

the closing bid price fell below USD 1.00 per share for 30 consecutive business days.

The Company has been provided a grace period until

March 4, 2026, to regain compliance by maintaining a closing bid price of at least USD 1.00 for ten consecutive business days.

The Company did not regain compliance within that period and Nasdaq

subsequently granted the Company an additional 180-day compliance period, extending the deadline to August 31, 2026, to regain compliance.

If the Company does not regain compliance by that date, the Company’s securities may become subject to delisting from Nasdaq.

Company intends to monitor the closing bid price of its common stock and may pursue available options to regain compliance, including

a reverse stock split, although there can be no assurance that such actions would be successful or that the Company will be able to maintain

compliance with Nasdaq’s continued listing standards in the future.

Status of ELOC Agreement

The ELOC Agreement, inclusive of its associated Warrants and Convertible

Note, remains in place under the terms referenced in the Company’s Current Report on Form 8-K filed on February 28, 2025, as amended

by the amendment to the ELOC Agreement reported on Form 8-K filed on May 12, 2025.

From January 1, 2026 to March 20, 2026, the Company

has drawn under the ELOC facility to sell an aggregate of 1,373,000 shares of the Company’s common stock to White Lion, and White

Lion did not exercise any warrants to purchase shares of the Company’s common stock during the same period.

Results of Operations

Our entire activity since inception through December 31,

2024 related to our formation, IPO, identifying a target company for a Business Combination and consummating the acquisition of OSR.

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

We generated non-operating income

in the form of interest income on investments held after our IPO.

We will incur increased expenses as a result of being a public company

(for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with searching

for, and completing, an initial business combination.

For the year ended December 31, 2024, we had net loss of

$2,410,879 which consisted of income from investments held in the Trust Account of $1,450,228 and interest income of $2,181, offset

by general and administrative expenses of $3,524,549, provision for income taxes of $295,728, and interest expense of $43,011.

year ended December 31, 2023, we had net income of $403,780 which consisted of income from investments held in the Trust Account

of $2,775,291, offset by general and administrative expenses of $1,830,700 and provision for income taxes of $540,811.

Comparison of the Year Ended December 31, 2024 and 2025

The following tables present OSR Holdings’ statements of operations

for the year ended December 31, 2024 and 2025, and percentage change between the two periods:

Year Ended December 31,

Cost of Sales

Selling, general and administrative expenses

Operating income (loss)

(11,692,197 )

(18,336,004 )

Other income (expense)

(10,552,358 )

Profit (loss) before income taxes

(11,892,678 )

(28,888,361 )

Net Sales, Cost of Sales, 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 year ended December 31, 2025 decreased

by $626,498, or 18%, compared to the prior year.

Cost of sales also decreased by $406,167, or 15%, resulting in a decline in gross profit

of $218,331, or 27%.

The primary driver of these changes was a modification in contractual

arrangements with two of RMC’s suppliers.

With one supplier, RMC transitioned from a traditional purchase-and-resale

model to a consignment-based arrangement under which only commission revenue is recognized.

As a result, reported net sales decreased

With another supplier, the supplier elected to internalize distribution

activities in Korea.

In connection with this transition, RMC sold its previously held inventory back to the supplier at cost, which materially

impacted the gross margin for the period.

In addition, the cost of products purchased from certain key customers

increased by approximately 5%, which also negatively affected the gross profit margin.

Selling, General and Administrative Expenses

For the year ended December 31, 2025, OSR Holdings’ selling,

general and administrative (SG&A) expenses increased by $6,425,475, or 51%, compared to the prior year.

This increase was primarily attributable to a significant rise in professional

service fees, including legal, accounting, and disclosure-related expenses incurred in connection with the business combination completed

on February 14, 2025.

In addition, costs increased as the Company incurred expenses necessary to fulfill its obligations as a public company.

The increase was also 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, non-income taxes, insurance premiums, and employee recruiting and training expenses.

Research and Development (R&D) Expenses

OSR Holdings’ research and development (R&D) expenses consist

primarily of development costs associated with product candidates in pre-clinical and clinical trials, as well as related salaries and

contractor costs.

R&D costs are expensed as incurred.

For the year ended December 31, 2025, OSR Holdings incurred $318,446

in R&D expenses, representing an increase of $157,290, or 98%, compared to $161,155 in the prior year.

These expenses were primarily

related to maintenance of the cGMP facility of Darnatein, one of the Company’s subsidiaries.

Beginning in the second half of 2026, OSR Holdings expects to incur

and report R&D-related expenses primarily through its subsidiaries actively engaged in research and development at an estimated $2.5

million to $3.0 million per quarter, which could potentially increase to $5.0 million to $6.0 million per quarter.

Operating Loss

For the year ended December 31, 2025, OSR Holdings’ operating

loss increased by $6,643,807, or 57%, compared to the prior year.

As discussed in the section titled “Selling, General and Administrative

Expenses,” this increase was primarily attributable to higher professional service fees and personnel-related expenses incurred

in connection with the Business Combination completed 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 year ended December 31, 2025, net other expenses increased

by $10,351,877, from $200,481 in the prior year to $10,552,358.

This substantial increase was primarily attributable to approximately

$8.5 million of merger-related expenses incurred in connection with the business combination completed on February 14, 2025.

These merger-related

expenses were one-time in nature and did not involve cash outflows.

Loss Before Income Taxes

For the year ended December 31, 2025, OSR Holdings’ loss before

income taxes increased by $16,995,683, or 143%, compared to the prior year.

As discussed in the section on Selling, General and Administrative

Expenses, this increase was primarily attributable to higher SG&A expenses incurred in connection with the business combination completed

on February 14, 2025, as well as the recognition of approximately $8.5 million in one-time, non-cash merger-related expenses.

In addition, the increase in loss before income taxes was further impacted

by expenses of approximately $4.8 million related to the warrants and convertible notes issued in connection with the Company’s

agreement with White Lion Capital, LLC on May 6, 2025.

These expenses primarily consisted of 1) non-cash losses from net changes in the

fair value of derivative liabilities, 2) interest expense related to the convertible notes and 3) issuance costs, including commission

The warrants and convertible notes were accounted for as a single financial

transaction, and the proceeds were allocated between the instruments based on their relative fair values.

As of December 31, 2025, the

convertible notes had an outstanding principal balance of $265,000;

however, such convertible notes were fully repaid on January 12, 2026,

and no balance remains as of the date of this report.

In addition, the loss recognized from the remeasurement of warrant liabilities may

reverse in future periods upon settlement, expiration, or other extinguishment of the warrants, at which point the related liability would

be derecognized, and upon exercise, reclassified to equity.

For additional information regarding the terms of the warrants and

convertible notes, see “Liquidity and Capital Resources.”

Liquidity and Capital Resources

Our liquidity needs had been satisfied prior to the completion of our

IPO through a capital contribution from our Sponsor of $25,000 for the founder shares and an aggregate of $1,200,000 in loans from our

Sponsor under unsecured promissory notes.

Upon the closing of our IPO, the promissory notes were be deemed to be repaid and settled in

connection with the private placement.

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

and acquisition plans.

The net proceeds from (i) the sale of the Units in our IPO (including

the Units sold in the exercise of the Over-Allotment Option), after deducting offering expenses of approximately $1,310,000, underwriting

commissions of $1,380,000 and excluding deferred underwriting commissions of $2,070,000, and (ii) the sale of the Private Placement

Units for an aggregate purchase price of $4,300,000 was $70,610,000.

Of this amount, $70,207,500 was placed in the Trust Account, including

$2,070,000 of deferred underwriting commissions.

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

government treasury

obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the

Investment Company Act which invest only in direct U.S.

government treasury obligations.

We used substantially all of the funds held in the Trust Account, including

any amounts representing interest earned on the Trust Account (less deferred underwriting commissions), to complete our initial business

We may withdraw interest to pay taxes.

We estimate our annual franchise tax obligations, based on the number of authorized

shares of our common stock, to be $200,000, which is the maximum amount of annual franchise taxes payable by us as a Delaware corporation

per annum, which we may pay from funds held outside of the Trust Account or from interest earned on the funds held in our Trust Account

and released to us for this purpose.

Our annual income tax obligations

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

We expect the interest earned

on the amount in the Trust Account will be sufficient to pay our income taxes.

To the extent that our capital stock or debt is used, in

whole or in part, as consideration to complete our initial business combination, the remaining proceeds held in the Trust Account will

be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth

As of December 31, 2024, the Company had $66,135 in its operating

bank account and a working capital deficit of $6,263,411.

The Company’s liquidity needs prior to the consummation of our IPO had

been satisfied through proceeds from advances from related party and from the issuance of common stock.

Subsequent to the consummation

of our IPO, the Company’s liquidity was satisfied through the net proceeds from the consummation of the IPO, the proceeds from the

Private Placement Units held outside of the Trust Account and loans from the Sponsor, officers and directors and their affiliates.

In order to fund working capital deficiencies or finance transaction

costs in connection with our initial business combination, our Sponsor, officers and directors or their affiliates may, but are not obligated

to, loan us funds as may be required.

Up to $1,000,000 of such loans may be convertible into Units, at a price of $10.00 per unit at the

option of the lender, upon consummation of our initial business combination.

The Units would be identical to the Private Placement Units.

We do not expect to seek loans from parties other than our Sponsor, officers and directors or their affiliates as we do not believe third

parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account.

Loans made by Chardan or any of its related persons, if any, will not be convertible into any of our securities and Chardan and its related

persons will have no recourse with respect to their ability to convert their loans into any of our securities.

Based on the foregoing and the limited amount of working capital that

the Company received into the operating account from the private placement, management believes its existing cash and cash equivalents

will be sufficient to fund its operating expenses and capital expenditure requirements, although its estimate is based on plans and assumptions

that may prove to be wrong, and the Company could use its available capital resources sooner that it correctly expects.

These conditions

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

Over this time period, the Company will be using

the remaining funds held outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective initial

business combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting

the target business to merge with or acquire, and structuring, negotiating and consummating the initial business combination.

needs for operating capital beyond the Company’s current operating cash balance may need to be funded through loans from the Company’s

Sponsor, officers and directors and their affiliates.

The financial statements do not include any adjustments that might result from the

outcome of this uncertainty.

Since its inception through December 31, 2025, OSR Holdings has incurred

significant operating losses and negative cash flows from operating activities.

The Company recorded an operating loss of approximately

$18.34 million for the year ended December 31, 2025, compared to an operating loss of approximately $11.69 million for the same period

As of December 31, 2025, OSR Holdings had an accumulated deficit of approximately $37.17 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 December 31, 2025, the Company had cash and cash equivalents of approximately $1.7 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 operating 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.

of December 31, 2025, the Company had issued a total of 1,692,500 shares under the ELOC, raising gross proceeds of $1,259,753.

the Company has executed or is exploring various financing initiatives through the issuance of warrants and notes.

OSR Holdings expects to continue utilizing the ELOC until the end of

the Commitment Period (December 31, 2026) as set forth by the ELOC Agreement with White Lion, however we intend to exercise a higher level

of prudence and control in the execution of ELOC in order to minimize the dilution and price impact it might have on our equity’s

Also, we plan to institute new equity facilities which are generally considered as less dilutive and more controllable than ELOC,

such as At-the-Market (ATM) offering following our submission of this Form 10-K.

Duksung Promissory Note

As previously reported by the Company on Form 8-K dated October 22,

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

(“ Duksung ”) in

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

The Duksung Promissory Note bears interest at a simple

rate of 5% per annum;

provided, however, solely for purposes of prepayment pursuant to a redemption of the Duksung Promissory Note, interest

shall be deemed to have accrued at a simple rate of 7% per annum and, unless earlier converted or redeemed, is payable in full on October 15,

In the event of, and simultaneously with the closing of a Qualified PIPE Financing (as defined in the Duksung Promissory Note),

the Duksung Promissory Note automatically converts into Company common stock in an amount equal to the quotient (rounded to the nearest

whole share) obtained by dividing (a) the outstanding principal amount and unpaid accrued interest under the Duksung Promissory Note

by (b) eight dollars and ten cents ($8.10) (the “ Conversion ”).

The Conversion shall constitute satisfaction in

full of the obligations of the Company under the Duksung Promissory Note.

In the event a Qualified PIPE Financing does not occur on or before

March 31, 2025 (the “ PIPE Outside Date ”), the Company may prepay the Duksung Promissory Note, in whole or in part,

at any time after the PIPE Outside Date.

The amount to be paid pursuant to any such prepayment shall include the outstanding principal

amount plus accrued and unpaid interest calculated at a simple rate of 7% from the issuance date.

As of March 31, 2025, the Qualified PIPE Financing did not occur.

(“Duksung”) in the principal

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

The Duksung Promissory Note originally bore interest at a simple rate

of 5% per annum and, unless earlier converted or prepaid, was scheduled to mature on October 15, 2025.

Under the original terms, in the

event of a Qualified PIPE Financing (as defined in the Duksung Promissory Note), the note would automatically convert into shares of the

Company’s common stock at a conversion price of $8.10 per share.

As of the Business Combination on February 14, 2025, a Qualified

PIPE Financing had not occurred.

On October 16, 2025, the Company and Duksung entered into an addendum

to the Duksung Promissory Note pursuant to which (i) the outstanding principal amount was reduced to $650,000 reflecting a partial repayment

of $150,000, (ii) the maturity date was extended to October 15, 2026, (iii) the interest rate was set at 7% per annum for the remaining

term, and (iv) certain terms of the note were amended, including the removal of conditions previously required for conversion, such that

the note is convertible in accordance with its amended terms.

The outstanding principal balance of $650,000 is convertible into 80,246

shares of the Company’s common stock.

The foregoing description of the Duksung Promissory Note is qualified

in its entirety by reference to the full text of the Promissory Note, a copy of which is filed as Exhibit 10.1 the October 22, 2025 Form 8-K and

incorporated herein by reference.

PIPE Investment

As previously reported by the Company on Form 8-K dated October 4,

2024, on that date the Company and Toonon Partners Co., Ltd.

(“Toonon”) entered into a subscription agreement (the “ Subscription

Agreement” ), pursuant to which, among other things, the Company agreed to issue and sell to Toonon, and Toonon agreed to subscribe

for and purchase, 222,222 shares (the “ PIPE Shares ”) of Series A Preferred Stock of the Company (the “ Series

A Preferred Stock ”) for an aggregate purchase price of $20,000,000 or $90.00 per share (the “ Series A Original Issue

Price ”) of Series A Preferred Stock (the “ PIPE Investment ”).

Prior to closing of the PIPE Investment, the

Company filed with the Secretary of State of the State of Delaware a Certificate of Designations (the “ Certificate of Designations ”)

setting forth the rights and preferences of the Series A Preferred Stock, which have been agreed to between the Company and Toonon.

rights and preferences included, among others, that (1) dividends will accrue at a rate of 5% per annum of the Series A Original

Issue Price (except as otherwise provided for in the Certificate of Designations) to be payable only when, as, and if declared by the

board of directors of the Company or as otherwise specifically provided in the Certificate of Designations;

(2) the Series A Preferred

Stock is convertible, at the option of the holder thereof, into shares of common stock of the Company (“ Common Stock ”)

in an amount equal to the quotient of (i) the Series A Original Issue Price plus all unpaid accruing dividends as of the date of

the conversion and (ii) then applicable conversion price (the “ Conversion Price ”) (the Conversion Price shall

initially be $9.00);

(3) beginning on the one-year anniversary of the original issue date (the “ Original Issue Date ”),

the Company had the option, in its sole discretion, to redeem all or a portion of then outstanding shares of Series A Preferred Stock,

for an amount equal to the Series A Original Issue Price plus all unpaid accruing dividends as of the date of the redemption;

that, for purposes of calculating the accruing dividends in the event of a redemption, dividends will have been deemed to have accrued

at a rate of 7.0% per annum of the Series A Original Issue Price (the “ Redemption Price ”);

(4) beginning on the three-year

anniversary of the Original Issue Date, any holder of Series A Preferred Stock may demand that the Company redeem all or a portion of

such holder’s Series A Preferred Stock in an amount equal to the Redemption Price.

Capitalized terms used but not defined herein

shall have the meanings ascribed to such terms in the Subscription Agreement.

The purpose of the PIPE Investment was to raise additional capital

for use by the Company following the closing of its previously announced Business Combination.

The Subscription Agreement contains customary

representations and warranties of the Company and Toonon, and customary conditions to closing, including (i) the consummation of

the Business Combination and (ii) certification by an officer of the Company that the Certificate of Designations has been filed

with the Secretary of State of the State of Delaware and is in full force and effect.

Additionally, pursuant to the Subscription Agreement, the Company and

Toonon agreed to enter into a registration rights agreement prior to Closing, pursuant to which, among other things, the Company would

be obligated to (i) file a registration statement to register the Common Stock issuable upon conversion of the PIPE Shares as soon

as practicable following the receipt of written demand from Toonon, and (ii) use its commercially reasonable efforts to effect such

registration, subject to certain exceptions.

The PIPE Shares to be sold in connection with the PIPE Investment would be exempt from registration

pursuant to Regulation S under the U.S.

Securities Act of 1933, as amended.

A form of the Subscription Agreement is filed as Exhibit 10.1

to the Company’s October 4, 2024 Form 8-K filing and is incorporated herein by reference.

The disclosures set forth herein

are intended to be summaries only and are qualified in their entirety by reference to the form of the Subscription Agreement.

As reported by the Company on Form 8-K dated December 17, 2024, on

that date the Company and Toonon signed the First Amendment to the Subscription Agreement (the “First Amendment”) which amended

the Subscription Agreement to remove the redemption features of the Series A Preferred Stock contained in the Certificate of Designations

that, pursuant to the closing of the PIPE Investment, the Company intended to file with the Secretary of State of the State of Delaware.

The foregoing description of the First Amendment does not purport to be complete and is qualified in its entirety by reference to the

full text of the First Amendment, a form of which is attached as Exhibit 10.1 to the Company’s Form 8-K filed December 17, 2024,

and the terms of which are incorporated herein by reference.

Toonon has exercised its right to cancel the transaction citing macroeconomic

factors in Korea unrelated to the Company.

This loss of expected financing has made it necessary for the Company to seek alternative

funding from other sources to sustain its operations and business plans, including the ELOC Agreement described in this section below.

in its entirety by reference to the full text of the Promissory Note, a copy of which is filed as Exhibit 10.1 to the Company’s

Current Report on Form 8-K filed on October 22, 2024 and incorporated herein by reference.

The foregoing description of the addendum to

the Duksung Promissory Note is qualified in its entirety by reference to the full text of such addendum, a copy of which is filed as Exhibit

10.39 to this Annual Report on Form 10-K and incorporated herein by reference.

ELOC Agreement

As previously disclosed on the Company’s

Current Report filed on Form 8-K on February 28, 2025, on February 25, 2025 the Company entered into a common stock purchase agreement

(the “ Common Stock Purchase Agreement ”) and a related registration rights agreement (the “ White Lion RRA ”)

with White Lion GBM Innovation Fund (“ White Lion ”).

Capitalized terms used but not defined herein shall have the meanings

ascribed to such terms in the Common Stock Purchase Agreement.

As previously disclosed on the Company’s Current

Report on Form 8-K filed on February 28, 2025, on February 25, 2025 the Company entered into a common stock purchase agreement (the “Common

Stock Purchase Agreement”) and a related registration rights agreement with White Lion GBM Innovation Fund (“White Lion”),

which agreements were subsequently amended, as disclosed in the Company’s Current Report on Form 8-K filed on May 12, 2025.

terms used but not defined herein shall have the meanings ascribed to such terms in the Common Stock Purchase Agreement, as amended.

Pursuant to the Common Stock Purchase Agreement,

following its closing and following the effective date of a resale registration statement registering the shares issuable to White Lion

in accordance with the terms of the White Lion RRA, 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) $80,000,000 in aggregate gross purchase price of newly issued shares of the Company’s

common stock, par value $0.0001 per share (the “Common Stock”), and (ii) the Exchange Cap, in each case, subject to certain

limitations and conditions set forth in the Common Stock Purchase Agreement.

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 type of purchase

notice that the Company delivers to White Lion.

(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.

The Common Stock Purchase Agreement will terminate

automatically on the earlier of (i) December 31, 2026 and (ii) the date when the Company files for bankruptcy, has a bankruptcy case filed

against it, has a custodian appointed for it or its property, or assigns its assets to its creditors.

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 the

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.

Concurrently with the Common Stock Purchase Agreement,

the Company entered into the White Lion RRA with White Lion, pursuant to which the Company agreed to file, within 30 days following the

closing of the Business Combination (as defined in the White Lion RRA), a resale registration statement with the SEC covering the resale

by White Lion of the maximum number of shares of Common Stock permitted to be included thereon in accordance with applicable SEC rules,

regulations and interpretations.

This filing deadline has been extended to April 30, 2025 by mutual agreement of White Lion and the Company.

The foregoing descriptions of the Common Stock

Purchase Agreement and the White Lion RRA are qualified in their entirety by reference to the full text of the Common Stock Purchase Agreement

and the White Lion RRA, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to the Company’s Current Report filed

on Form 8-K on February 28, 2025 and incorporated herein by reference.

Subsequently, on February 14, 2025, the Company consummated its previously

announced Business Combination with OSR Co., Ltd.

as amended, the Company has the right, but not the obligation, to require White Lion to purchase, from time to time, shares of its common

stock for aggregate gross proceeds of up to approximately $80,000,000, subject to certain limitations and conditions set forth therein.

In connection with the foregoing, the Company

agreed to issue commitment shares and a warrant to White Lion as part of the commitment fee, including a warrant to purchase up to approximately

$4,000,000 of shares of the Company’s common stock.

The amendment also updated the Company’s registration obligations to require

the filing of a resale registration statement covering all shares issuable under the arrangement, including shares issued pursuant to

purchase notices, commitment shares, and shares issuable upon exercise of the warrant.

The foregoing description of the Common Stock

Purchase Agreement, as amended, is qualified in its entirety by reference to the full text of such agreement and the related amendment,

copies of which are filed as exhibits to the Company’s Current Reports on Form 8-K filed on February 28, 2025 and May 12, 2025,

respectively, and are incorporated herein by reference.

Off-Balance Sheet Arrangements

11 unchanged sentences

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

2023 and will continue to incur these fees monthly through and after our initial business combination to the extent that our corporate

administrative needs are served through the facilities and assets of our Sponsor.

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.

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

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

16 unchanged sentences

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective,

accounting standards, if currently adopted, would have a material effect on our financial statements.

In November 2023, the FASB issued ASU 2023-07, Segment

Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

The amendments in this ASU require disclosures,

on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating officer decision maker

(“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss.

The ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the

reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources.

Public entities

will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a single

reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing segment disclosures

in Topic 280.

This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal

years beginning after December 15, 2024, with early adoption permitted.

Accounting Pronouncements Adopted

In October 2021, the FASB issued ASU 2021-08, Business Combinations

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.

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 Company adopted this

ASU as of January 1, 2024 and there is no impact on the Company’s consolidated financial statements.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting

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 Company adopted this ASU as of January 1, 2025 and there

is not impact on the Company’s consolidated financial statements.

Accounting Pronouncements Issued but Not Yet Adopted

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.

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 Company does not expect the

adoption of ASU 2023-06 to have a material effect on its consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic

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 Company is currently evaluating the impact this ASU will have on the Company’s

consolidated financial statements.

Quantitative and Qualitative Disclosures about Market Risk

4 unchanged sentences

on Form 10-K and is included herein by reference.

Changes in and Disagreements with Accountants on Accounting

and Financial Disclosure

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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-K

Item 7. Management’s Discussion and Analysis