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Share Name | Share Symbol | Market | Type |
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Osiris Acquisition Corp | NYSE:OSI | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 10.65 | 0 | 01:00:00 |
| , 2022 | | |
By Order of the Board of Directors
Michael Abt
Chairman of Board of Directors |
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Why am I receiving this Proxy Statement?
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| | We are a blank check company formed in Delaware on October 22, 2020, for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. In May 2021, we consummated our IPO from which we derived gross proceeds of approximately $230,000,000 in the aggregate. The amount in the Trust Account was initially $10.00 per public share. Like most blank check companies, our charter provides for the return of our IPO proceeds held in trust to the holders of shares of Class A common stock sold in our IPO if there is no qualifying business combination(s) consummated on or before a certain date (in our case, May 18, 2023). Our Board believes that it is in the best interests of the stockholders to continue our existence until the Extended Date in order to allow us more time to complete a Business Combination. | |
| | | | The purpose of the Extension Amendment Proposal and, if necessary, the Adjournment Proposal, is to allow us additional time to complete a Business Combination. | |
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What is being voted on?
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| | You are being asked to vote on: | |
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a proposal to amend our charter to extend the date by which we have to consummate a business combination from May 18, 2023 to May 18, 2024 or such earlier date as determined by the Board; and
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a 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 for, or otherwise in connection with, the approval of the Extension Amendment Proposal.
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| | | | The Extension Amendment Proposal is required for the implementation of our Board’s plan to extend the date that we have to complete our initial business combination. The purpose of the Extension Amendment is to allow the Company more time to complete a Business Combination. Approval of the Extension Amendment Proposal is a condition to the implementation of the Extension. | |
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Why is the Company proposing the Extension Amendment Proposal?
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| | Our charter provides for the return of our IPO proceeds held in the Trust Account to the holders of shares of Class A common stock sold in our IPO if there is no qualifying business combination(s) consummated on or before May 18, 2023. As explained below, we do not expect to be able to complete a Business Combination by that date and therefore, we are asking for an extension of this timeframe. | |
| | | | The purpose of the Extension Amendment Proposal and, if necessary, the Adjournment Proposal, is to allow us additional time to complete a Business Combination, while also providing stockholders the right to redeem their public shares. There is no assurance that the Company will be able to consummate a Business Combination, given the actions | |
| | | | that must occur prior to closing of a Business Combination. Further, the Company may be subject to an excise tax under the Inflation Reduction Act for any shares that are redeemed in the event this vote is completed after December 31, 2022. The Company does not expect to pay an excise tax under the Inflation Reduction Act for any shares that are redeemed if this vote is completed by December 31, 2022. Therefore, in light of the Company’s inability to complete any Business Combination prior to May 18, 2023, removing the uncertainty that could impact our attractiveness to targets and the possible excise tax that would be payable if an extension vote were to occur in 2023. | |
| | | | The Company believes that given its expenditure of time, effort and money on finding a business combination, circumstances warrant providing public stockholders an opportunity to consider a Business Combination. Accordingly, the Board is proposing the Extension Amendment Proposal to amend our charter in the form set forth in Annex A hereto to extend the date by which we must (i) consummate a business combination, (ii) cease our operations if we fail to complete such business combination, and (iii) redeem or repurchase 100% of our Class A common stock included as part of the units sold in our IPO from May 18, 2023 to May 18, 2024. | |
| | | | You are not being asked to vote on a Business Combination at this time. If the Extension is implemented and you do not elect to redeem your public shares in the Redemption Offer, provided that you are a stockholder on the record date for a meeting to consider any Business Combination, you will retain the right to vote on such Business Combination when and if it is submitted to stockholders and the right to redeem your public shares for cash in the event a Business Combination is approved and completed or we have not consummated a business combination by the Extended Date. There is no guarantee that we will identify a suitable target and, even if we do identify one, that we will be able to complete a Business Combination before the Extended Date. | |
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Why should I vote “FOR” the Extension Amendment Proposal?
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| | Our Board believes stockholders should have an opportunity to evaluate a Business Combination. Accordingly, the Board is proposing the Extension Amendment Proposal to amend our charter in the form set forth in Annex A hereto to extend the date by which we must (i) consummate a business combination, (ii) cease our operations if we fail to complete such business combination, and (iii) redeem or repurchase 100% of our Class A common stock included as part of the units sold in our IPO from May 18, 2023 to May 18, 2024 or such earlier date as determined by the Board. The Extension would give the Company the opportunity to complete a Business Combination. Additionally, the Board believes that the extension would make us more attractive to any potential business combination target because we would have more time to complete a business combination and thereby decrease uncertainty regarding our ability to consummate a transaction before we are otherwise required to wind up and redeem all of the shares of the Class A common stock. Further, the Company may be subject to an excise tax under the Inflation Reduction Act for any shares that are redeemed in the event this vote is completed after December 31, 2022. The Company does not expect to pay an excise tax under the Inflation Reduction Act for any shares that are redeemed if this vote is completed by December 31, 2022. | |
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What happens if the Extension Amendment Proposal is not approved?
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Our Board will abandon the Extension Amendment if our stockholders do not approve the Extension Amendment Proposal.
If the Extension Amendment Proposal or any future extension amendment proposals are not implemented and we have not consummated an initial business combination by May 18, 2023, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the shares of Class A common stock in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest (net of taxes payable, less up to $100,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding shares of Class A common stock, which redemption will completely extinguish rights of public stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Company’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law. If the Extension Amendment Proposal is not approved, there will be no Redemption Offer.
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There will be no distribution from the Trust Account with respect to our warrants which will expire worthless in the event we wind up.
In the event of a liquidation, the Sponsor and our officers and directors will not receive any monies held in the Trust Account as a result of their ownership of the Founder Shares or Private Placement Warrants.
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If the Extension Amendment Proposal is approved, what happens next?
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| | We are seeking the Extension Amendment to provide us time to compete a Business Combination. Our seeking to complete a Business Combination will involve: | |
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selecting a business combination target and completing diligence of such target;
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negotiating and executing a definitive agreement and related agreements;
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completing proxy materials;
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establishing a meeting date and record date for considering a Business Combination, and distributing proxy materials to stockholders; and
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holding a special meeting to consider a Business Combination.
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| | | | We are seeking approval of the Extension Amendment Proposal because we do not believe we will be able to complete all of the tasks listed above prior to May 18, 2023. | |
| | | | Upon approval of the Extension Amendment Proposal by holders of at least 65% of the shares of common stock outstanding as of the record date, we will file an amendment to the charter with the | |
| | | | Extended Date. The public warrants will remain outstanding and only become exercisable 30 days after the completion of a business combination, provided that we have an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available (or we permit holders to exercise warrants on a cashless basis). | |
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Would I still be able to exercise my redemption rights if I vote “AGAINST” a Business Combination?
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| | Unless you elect to redeem your public shares at this time, you will be able to vote on a Business Combination when it is submitted to stockholders if you are a stockholder on the record date for a meeting to seek stockholder approval of a Business Combination. If you disagree with a Business Combination, you will retain your right to redeem your public shares upon consummation of a Business Combination in connection with the stockholder vote to approve a Business Combination, subject to any limitations set forth in our charter. | |
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How do I attend the meeting?
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As a registered stockholder, you received a proxy card from Continental Stock Transfer & Trust Company. The form contains instructions on how to attend the Special Meeting, including the URL address, along with your 12 digit control number.
You will need your control number for access. If you do not have your control number, contact Continental Stock Transfer & Trust Company at the phone number or e-mail address below. Beneficial investors who hold shares through a bank, broker or other intermediary, will need to contact them and obtain a legal proxy. Once you have your legal proxy, contact Continental Stock Transfer & Trust Company to have a control number generated. Continental Stock Transfer & Trust Company contact information is as follows: 917-262-2373, or email proxy@continentalstock.com.
If you do not have internet capabilities, you can listen only to the meeting by dialing (toll-free) within the U.S. and Canada, or (standard rates apply) outside of the U.S. and Canada. When prompted, enter the pin number . This is listen-only, and you will not be able to vote or enter questions during the meeting.
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How do I change or revoke my vote?
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| | If you have submitted a proxy to vote your shares and wish to change your vote, you may do so by delivering a later-dated, signed proxy card prior to the date of the Special Meeting or by voting virtually at the Special Meeting. Attendance at the Special Meeting alone will not change your vote. You also may revoke your proxy by sending a notice of revocation to the Company at 95 5th Avenue, 6th Floor, New York, New York 10003, Attn: Secretary. | |
| | | | Please note, however, that if on the record date, your shares were held not in your name, but rather in an account at a brokerage firm, custodian bank, or other nominee, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. If your shares are held in street name, and you wish to attend the Special Meeting and vote at the Special Meeting online, you must follow the instructions included with the enclosed proxy card. | |
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Will the Company have to pay an excise tax under the Inflation Reduction Act?
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| | The Company does not expect to pay an excise tax under the Inflation Reduction Act if this vote is completed by December 31, 2022. The Company may be subject to the excise tax under the Inflation Reduction Act in the event this vote is completed after December 31, 2022. As a result, we believe it is in the best interest of the company and its stockholders to have this vote before any excise tax would be payable. | |
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How are votes counted?
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Votes will be counted by the inspector of election appointed for the meeting, who will separately count “FOR” and “AGAINST” votes and abstentions. The Extension Amendment Proposal must be approved by the affirmative vote of at least 65% of the outstanding shares as of the record date of our common stock, including the Founder Shares, voting together as a single class. Accordingly, a Company stockholder’s failure to vote by proxy or to vote online at the Special Meeting or an abstention with respect to the Extension Amendment Proposal will have the same effect as a vote “AGAINST” such proposal.
The approval of the Adjournment Proposal requires the affirmative vote of the majority of the votes cast by stockholders represented in person or by proxy. Accordingly, a Company stockholder’s failure to vote by proxy or to vote online at the Special Meeting will not be counted towards the number of shares of common stock required to validly establish a quorum, and if a valid quorum is otherwise established, it will have no effect on the outcome of any vote on the Adjournment Proposal.
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| | | | Abstentions will be counted in connection with the determination of whether a valid quorum is established but will have no effect on the outcome of the Adjournment Proposal. | |
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If my shares are held in “street name,” will my broker automatically vote them for me?
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| | No. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. We believe all the proposals presented to the stockholders will be considered non-discretionary and therefore your broker, bank, or nominee cannot vote your shares without your instruction. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide. If your shares are held by your broker as your nominee, which we refer to as being held in “street name”, you may need to obtain a proxy form from the institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker to vote your shares. | |
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What is a quorum requirement?
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| | A quorum of stockholders is necessary to hold a valid meeting. Holders of a majority in voting power of our common stock on the record date issued and outstanding and entitled to vote at the Special Meeting, present in person or represented by proxy, constitute a quorum. | |
| | | | proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners. While the payment of these expenses will reduce the cash available to us to consummate an initial business combination if the Extension is approved, we do not expect such payments to have a material effect on our ability to consummate an initial business combination. | |
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Who can help answer my questions?
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| | If you have questions about the proposals or if you need additional copies of the Proxy Statement or the enclosed proxy card you should contact our proxy solicitor, , at (toll free) or by email at . | |
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You may also contact us at:
Osiris Acquisition Corp. 95 5th Avenue, 6th Floor New York, NY 10003 E-mail: investors@osirisacquisitioncorp.com |
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| | | | You may also obtain additional information about the Company from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information”. | |
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Class A Common Stock
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Class B Common Stock
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Name and Address of Beneficial Owner(1)
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Number of
Shares Beneficially Owned |
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Approximate
Percentage of Class |
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Number of
Shares Beneficially Owned |
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Approximate
Percentage of Class |
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Approximate
Percentage of Outstanding Common Stock |
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Osiris Sponsor, LLC (our sponsor)(2)(3)
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| | | | — | | | | | | — | | | | | | 4,862,500 | | | | | | 84.6% | | | | | | 16.9% | | |
Benjamin E. Black(3)
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| | | | — | | | | | | — | | | | | | 4,862,500 | | | | | | 84.6% | | | | | | 16.9% | | |
Arena Capital Advisors, LLC(4)
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| | | | 3,412,500 | | | | | | 14.8% | | | | | | | | | | | | | | | | | | 11.9% | | |
Jefferies Financial Group(5)
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| | | | 2,277,000 | | | | | | 9.9% | | | | | | | | | | | | | | | | | | 7.9% | | |
GFNCI LLC(6)
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| | | | 2,070,097 | | | | | | 9.0% | | | | | | | | | | | | | | | | | | 7.2% | | |
Millennium Management LLC(7)
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| | | | 2,004,851 | | | | | | 9.0% | | | | | | | | | | | | | | | | | | 7.0% | | |
Benjamin Fader-Rattner(2)
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| | | | — | | | | | | — | | | | | | 300,000 | | | | | | 5.2% | | | | | | 1.0% | | |
Brad Bisca(2)
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| | | | — | | | | | | — | | | | | | 2,500 | | | | | | * | | | | | | * | | |
Michael Abt(2)
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| | | | — | | | | | | — | | | | | | 240,000 | | | | | | 4.2% | | | | | | * | | |
Makan Delrahim(2)
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| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Dhiren Fonseca(2)
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| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Omar Johnson(2)
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| | | | — | | | | | | — | | | | | | 287,500 | | | | | | 5.0% | | | | | | 1.0% | | |
Dominique Mielle(2)
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| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Asad Hussaini(2)
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| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
All executive officers and directors as a group (9 individuals)(2)
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| | | | — | | | | | | — | | | | | | 5,692,500 | | | | | | 99.0% | | | | | | 19.8% | | |
| | | | OSIRIS ACQUISITION CORP. | | ||||||
| | | | By: | | |
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| | | | | | | Name: | | | Michael Abt | |
| | | | | | | Title: | | |
Chairman of Board of Directors
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1 Year Osiris Acquisition Chart |
1 Month Osiris Acquisition Chart |
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