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Correspondence 0001104659-22-120609 from Osiris Acquisition Corp. (CIK 0001832136)

Osiris Acquisition Corp. (CIK 0001832136)
Date: Nov. 21, 2022 · CIK: 0001832136 · Accession: 0001104659-22-120609

AI Filing Summary & Sentiment

File numbers found in text: 001-40402

Date
November 21, 2022
Author
/s/ Jared M. Fishman
Form
CORRESP
Company
Osiris Acquisition Corp. (CIK 0001832136)

Letter

Telephone: 1-212-558-4000

Facsimile: 1-212-558-3588

WWW.SULLCROM.COM

125 Broad Street

New York, New York 10004-2498

______________________

los angeles • Palo Alto • washington, D.C.

Brussels • Frankfurt • london • paris

Beijing • Hong Kong • Tokyo

Melbourne • Sydney

November 21, 2022

Via EDGAR

United States Securities and Exchange Commission,

Division of Corporation Finance,

Office of Real Estate & Construction,

100 F Street, N.E.,

Washington, D.C. 20549.

Attention: Benjamin Holt

Jeffrey Gabor

Re: Osiris Acquisition Corp.

Preliminary Proxy Statement on Schedule 14A

Filed October 21, 2022

File No. 001-40402

Ladies and Gentlemen:

On behalf of our client, Osiris Acquisition Corp. (the “Company”), we are filing this letter in response to a comment from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in a letter, dated November 1, 2022, with respect to the Company’s preliminary proxy statement on Schedule 14A (the “Proxy Statement”) filed with the Commission on October 21, 2022.

On behalf of the Company, we have set forth below the Company’s responses to the Staff’s comments. The responses and information below are based on information provided to us by the Company. To facilitate the Staff’s review, we have included in this letter the caption and comment from the Staff’s comment letter in bold text and have provided the Company’s response immediately following each comment. Capitalized terms used but not otherwise defined herein have the meanings assigned to such terms in the Proxy Statement.

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

-2-

Preliminary Proxy Statement on Schedule 14A filed October 21, 2022

General

1. With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has substantial ties with a non-U.S. person. If so, also include risk factor disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business combination with a U.S. target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets with which you could complete an initial business combination may be limited. Further, disclose that the time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from completing an initial business combination and require you to liquidate. Disclose the consequences of liquidation to investors, such as the losses of the investment opportunity in a target company, any price appreciation in the combined company, and the warrants, which would expire worthless.

Response:

The Company respectfully advises the Staff that its sponsor, Osiris Sponsor, LLC, is a Delaware limited liability company, which is not itself, nor is it controlled by or have substantial ties with, a non-US person.

* * *

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

-3-

We appreciate the opportunity to respond to your comments. If you have any further comments or questions, please contact me at (212) 558-1689 or at fishmanj@sullcrom.com.

Very truly yours,
/s/ Jared M. Fishman

Show Raw Text
CORRESP
1
filename1.htm

    Telephone:
    1-212-558-4000

    Facsimile: 1-212-558-3588

    WWW.SULLCROM.COM

    125 Broad
    Street

    New York, New York 10004-2498

    ______________________

    los
angeles • Palo Alto • washington, D.C.

    Brussels
 • Frankfurt • london • paris

    Beijing
 • Hong Kong • Tokyo

    Melbourne
 • Sydney

November 21, 2022

Via EDGAR

United States Securities and Exchange Commission,

Division of Corporation Finance,

Office of Real Estate & Construction,

100 F Street, N.E.,

Washington, D.C. 20549.

    Attention:
    Benjamin Holt

    Jeffrey Gabor

 Re: Osiris Acquisition Corp.

Preliminary Proxy Statement on Schedule
14A

Filed October 21, 2022

File No. 001-40402

Ladies and Gentlemen:

On behalf of our client, Osiris Acquisition Corp.
(the “Company”), we are filing this letter in response to a comment from the staff (the “Staff”) of the Securities
and Exchange Commission (the “Commission”) contained in a letter, dated November 1, 2022, with respect to the Company’s
preliminary proxy statement on Schedule 14A (the “Proxy Statement”) filed with the Commission on October 21, 2022.

On behalf of the Company, we have set forth below
the Company’s responses to the Staff’s comments. The responses and information below are based on information provided to
us by the Company. To facilitate the Staff’s review, we have included in this letter the caption and comment from the Staff’s
comment letter in bold text and have provided the Company’s response immediately following each comment. Capitalized terms used
but not otherwise defined herein have the meanings assigned to such terms in the Proxy Statement.

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

-2-

Preliminary Proxy Statement on Schedule 14A filed October 21, 2022

General

 1. With a view toward disclosure, please tell us whether your sponsor
                                            is, is controlled by, or has substantial ties with a non-U.S. person. If so, also include
                                            risk factor disclosure that addresses how this fact could impact your ability to complete
                                            your initial business combination. For instance, discuss the risk to investors that you may
                                            not be able to complete an initial business combination with a U.S. target company should
                                            the transaction be subject to review by a U.S. government entity, such as the Committee on
                                            Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that
                                            as a result, the pool of potential targets with which you could complete an initial business
                                            combination may be limited. Further, disclose that the time necessary for government review
                                            of the transaction or a decision to prohibit the transaction could prevent you from completing
                                            an initial business combination and require you to liquidate. Disclose the consequences of
                                            liquidation to investors, such as the losses of the investment opportunity in a target company,
                                            any price appreciation in the combined company, and the warrants, which would expire worthless.

Response:

The Company respectfully advises the Staff that its sponsor,
Osiris Sponsor, LLC, is a Delaware limited liability company, which is not itself, nor is it controlled by or have substantial ties with,
a non-US person.

* * *

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

-3-

We appreciate the opportunity to respond to your
comments. If you have any further comments or questions, please contact me at (212) 558-1689 or at fishmanj@sullcrom.com.

    Very truly yours,

    /s/ Jared M. Fishman

    Jared M. Fishman

 cc: Benjamin E. Black, Osiris Acquisition Corp.

Benjamin Fader-Rattner, Osiris Acquisition
Corp.