Table of Contents
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
 
 
(MARK ONE)
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended March 31, 20222023
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
                
to
                
Commission file number:
001-41086
 
 
ALSP ORCHID ACQUISITION CORPORATION I
(Exact Name of Registrant as Specified in Its Charter)
 
Cayman Islands
 
98-1624733
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
2815 Eastlake Avenue East, Suite 300
Seattle, WA 98102
(Address of principal executive offices)
(206)
957-7300
(Issuer’s telephone number)
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
 
Trading
Symbol(s)
 
Name of each exchange
on which registered
Units, each consisting of one share of Class A ordinary shares, $0.0001 par value, and
one-half
of one redeemable warrant
 
ALORU
 
The Nasdaq Stock Market LLC
Class A ordinary shares included as part of the units
 
ALOR
 
The Nasdaq Stock Market LLC
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50
 
ALORW
 
The Nasdaq Stock Market LLC
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation
S-T(§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in
Rule 12b-2of12b-2
of the Exchange Act.
Large accelerated filer ☐  Accelerated filer ☐
Non-accelerated
filer		 ☒  Smaller reporting company ☒
 
  Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☐
Indicate by check mark whether the registrant is a shell company (as defined in
Rule12b-2
of the Exchange Act).    Yes  ☒    No  ☐
As of May 16, 2022,15, 2023, there were 18,165,0002,911,327 Class A ordinary shares, $0.0001 par value per share, and 4,312,500 Class B ordinary shares, $0.0001 par value per share, issued and outstanding.
 
 
 

Table of Contents

ALSP ORCHID ACQUISITION CORPORATION I

FORM

10-Q
FOR THE QUARTER ENDED MARCH 31, 2022
2023

TABLE OF CONTENTS

Page
   
Page
 

PART I - FINANCIAL INFORMATION

   3 

Item 1. Interim Financial Statements.Statements

   3 

Condensed Balance Sheets as of March 31, 20222023 (Unaudited) and December 31, 20212022

   3 

Condensed StatementStatements of Operations for the three months ended March 31, 2023 and 2022 (Unaudited)

   4 

Condensed StatementStatements of Changes in Shareholders’ Deficit for the three months ended March 31, 2023 and 2022 (Unaudited)

   5 

Condensed StatementStatements of Cash Flows for the three months ended March 31, 2023 and 2022 (Unaudited)

   6 

Notes to Unaudited Condensed Financial Statements March 31, 2022 (Unaudited)

   7 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

   2021 
PART II - OTHER INFORMATION
25
Item 1. Legal Proceedings
25
Item 1A. Risk Factors
25
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
25

Item 3. Defaults Upon Senior SecuritiesQuantitative and Qualitative Disclosures About Market Risk

25
Item 4. Mine Safety Disclosures
25
Item 5. Other Information

   26 

Item 6. Exhibits4. Controls and Procedures

   26 

SIGNATURESPART II—OTHER INFORMATION

   27 

Item 1. Legal Proceedings

27

Item 1A. Risk Factors

27

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

27

Item 3. Defaults Upon Senior Securities

27

Item 4. Mine Safety Disclosures

27

Item 5. Other Information

28

Item 6. Exhibits

28

SIGNATURES

29

2

2.

PART I—I - FINANCIAL INFORMATION
Item 1. Interim Financial Statements.
ALSP ORCHID ACQUISITION CORPORATION I
CONDENSED BALANCE SHEETS AS OF
MARCH 31, 20222023 (UNAUDITED) AND DECEMBER 31, 20212022
 
  March 31, 2022 December 31, 2021   
March 31, 2023
 
December 31, 2022
 
  (Unaudited)     
(Unaudited)
   
Assets      
Current assets      
Cash  $875,990  $1,083,457   $47,130  $211,306 
Prepaid Insurance   301,038   301,038    183,271   287,494 
              
Total current assets   1,177,028   1,384,495    230,401   498,800 
Cash and cash equivalents held in Trust Account   175,958,010   175,955,665    21,066,569   177,454,035 
Other assets   195,691   269,076 
              
Total assets  $177,330,729  $177,609,236   $21,296,970  $177,952,835 
              
Liabilities, Redeemable Class A Ordinary Shares and Shareholders’ Deficit      
Current liabilities      
Accounts payable  $106,807  $19,187 
Accounts payable and accrued expense  $303,643  $26,201 
Due to related party   20,027   34,485    25,265   17,815 
              
Total current liabilities   126,834   53,672    328,908   44,016 
              
Deferred underwriting commissions   6,037,500   6,037,500    6,037,500   6,037,500 
              
Total liabilities   6,164,334   6,091,172    6,366,408   6,081,516 
              
Commitments and Contingencies00   
Class A ordinary shares, 17,250,000 shares subject to possible redemption at $10.20 per share   175,950,000   175,950,000 
Class A ordinary shares subject to possible redemption, 1,996,327 and 17,250,000 shares at redemption value as of March 31, 2023 and December 31, 2022, respectively   21,066,569   177,454,035 
 
Shareholders’ Deficit      
Preferred shares, $0.0001 par value, 1,000,000 shares authorized, 0ne issued and outstanding   0     0   
Preferred shares, $0.0001 par value, 1,000,000 shares authorized, none issued and outstanding   —     —   
Class A ordinary shares, $0.0001 par value, 100,000,000 shares authorized, 915,000 issued and outstanding (excluding 17,250,000 Class A shares subject to redemption)   92   92    92   92 
Class B ordinary shares, $0.0001 par value, 10,000,000 shares authorized, and 4,312,500 shares issued and outstanding   431   431    431   431 
Additional
paid-in
capital
   0     0      —     —   
Accumulated deficit   (4,784,128)   (4,432,459)    (6,136,530)   (5,583,239) 
              
Total shareholders’ deficit   (4,783,605)   (4,431,936)    (6,136,007)   (5,582,716) 
              
Total liabilities, redeemable Class A ordinary shares and shareholders’ deficit  $177,330,729  $177,609,236   $21,296,970  $177,952,835 
              
The accompanying notes are an integral part of these unaudited condensed financial statements.
 
3.3
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ALSP ORCHID ACQUISITION CORPORATION I
CONDENSED STATEMENTSTATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED
MARCH 31, 2023 AND 2022 (UNAUDITED)
 
  
For the three
 
  
months ended
 
  
March 31, 2022
   
For the three
months ended
March 31, 2023
 
For the three
months ended
March 31, 2022
 
  
(Unaudited)
   
(Unaudited)
 
(Unaudited)
 
Operating and Formation Costs
      
General and administrative expenses  $294,014   $493,291  $294,014 
Administrative expenses - related party   60,000    60,000   60,000 
           
Loss from operations   (354,014)    (553,291)   (354,014) 
           
Interest Income   2,345 
Interest earned on investments held in the Trust Account   1,859,374   3,350 
           
Net loss  $(351,669) 
Net income (loss) before income taxes   1,306,083   (350,664) 
       
Income tax provision   (557,812)   (1,005) 
       
Net income (loss)  $748,271  $(351,669) 
           
Basic and diluted weighted average shares outstanding of Class A redeemable ordinary shares   17,250,000    9,623,164   17,250,000 
           
Basic and diluted net loss per share, Class A redeemable ordinary shares  $0.00 
Basic and diluted net income (loss) per share, Class A redeemable ordinary shares  $0.10  $0.00 
           
Basic and diluted weighted average shares outstanding of Class A and Class B
non-redeemable
ordinary shares
   5,227,500    5,227,500   5,227,500 
           
Basic and diluted net loss per share, Class A and Class B
non-redeemable
ordinary shares
  $(0.07)   $(0.04)  $(0.07) 
           
The accompanying notes are an integral part of these unaudited condensed financial statements
4
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ALSP ORCHID ACQUISITION CORPORATION I
CONDENSED STATEMENTS OF CHANGES IN
SHAREHOLDERS’ DEFICIT FOR THE
THREE MONTHS ENDED
MARCH 31, 2023 AND 2022 (UNAUDITED)
   
Class A

Ordinary Shares
   
Class B

Ordinary Shares
   
Additional
Paid-in

Capital
   
Accumulated

Deficit
  
Total
Shareholders’

Deficit
 
   
Shares
   
Amount
   
Shares
   
Amount
 
Balance at December 31, 2022
   915,000   $92    4,312,500   $431   $—     $ (5,583,239)  $ (5,582,716) 
Accretion of Class A ordinary shares to redemption value   —      —      —      —      —      (1,301,562)   (1,301,562) 
Net income   —      —      —      —      —      748,271   748,271 
                                   
Balance at March 31, 2023 (Unaudited)
   915,000   $92    4,312,500   $431   $—     $ (6,136,530)  $ (6,136,007) 
                                   
      
   
Class A

Ordinary Shares
   
Class B

Ordinary Shares
   
Additional
Paid-in

Capital
   
Accumulated

Deficit
  
Total
Shareholders’

Deficit
 
   
Shares
   
Amount
   
Shares
   
Amount
 
Balance at December 31, 2021
   915,000   $92    4,312,500   $431   $—     $ (4,432,459)  $ (4,431,936) 
Net loss   —      —      —      —      —      (351,669)   (351,669) 
                                   
Balance at March 31, 2022 (Unaudited)
   915,000   $92    4,312,500   $431   $—     $ (4,784,128)  $ (4,783,605) 
                                   
The accompanying notes are an integral part of these unaudited condensed financial statements.
 
4.5
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ALSP ORCHID ACQUISITION CORPORATION I
CONDENSED STATEMENTSTATEMENTS OF CHANGES INCASH FLOWS FOR
SHAREHOLDERS’ DEFICIT
THE THREE MONTHS ENDED
FOR THE THREE MONTHS ENDED
MARCH 31, 2023 AND 2022 (UNAUDITED)
 
   
Class A
   
Class B
   
Additional
      
Total
 
   
Ordinary Shares
   
Ordinary Shares
   
Paid-in
   
Accumulated
  
Shareholders’
 
   
Shares
   
Amount
   
Shares
   
Amount
   
Capital
   
Deficit
  
Deficit
 
Balance at December 31, 2021
   915,000   $92    4,312,500   $431   $0     $(4,432,459)  $(4,431,936) 
Net loss
   —      —      —      —      —      (351,669)   (351,669) 
                                   
Balance at March 31, 2022 (Unadudited)
   915,000   $92    4,312,500   $431   $0     $(4,784,128)  $(4,783,605) 
                                   
   
For the three
months ended
March 31, 2023
  
For the three
months ended
March 31, 2022
 
   
(Unaudited)
  
(Unaudited)
 
Cash Flows from Operating Activities:
         
Net income (loss)  $748,271  $(351,669) 
Adjustments to reconcile net income (loss) to net cash used in operating activities:
         
Interest earned on investments held in Trust Account, net of taxes withheld   (1,301,562)   (2,345) 
Changes in operating assets and liabilities:
         
Accounts payable, accrued expenses and due to related party   284,892   73,162 
Prepaid expenses and other assets   104,223   73,385 
          
Net cash used in operating activities
   (164,176)   (207,467) 
          
Cash Flows from Investing Activities
         
Cash withdrawn from Trust Account in connection with redemption   (157,689,018)   —   
          
Net cash used in investing activities
   (157,689,018)   —   
          
Cash Flows from Financing Activities:
         
Redemption of ordinary shares   157,689,018   —   
          
Net cash provided by financing activities
   157,689,018   —   
          
NET CHANGE IN CASH
   (164,176)   (207,467) 
CASH, BEGINNING OF PERIOD
   211,306   1,083,457 
          
CASH, END OF PERIOD
  $47,130  $875,990 
          
   
Supplemental Schedule of
Non-Cash
Financing Activities:
       
Accretion of Class A ordinary shares to redemption value  $1,301,562  $—   
The accompanying notes are an integral part of these unaudited condensed financial statements.
 
5.6
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ALSP ORCHID ACQUISITION CORPORATION I
CONDENSED STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2022 (UNAUDITED)
   
For the three
 
   
months ended
 
   
March 31, 2022
 
   
(Unaudited)
 
Cash Flows from Operating Activities:
     
Net loss  $(351,669) 
Adjustments to reconcile net loss to net cash used in operating activities:
     
Net gain from investments held in Trust Account   (2,345) 
Changes in operating assets and liabilities:
     
Accounts payable and due to related party   73,162 
Other assets   73,385 
      
Net cash
used in operating
activities
   (207,467)
      
NET CHANGE IN CASH
   (207,467) 
CASH, BEGINNING OF PERIOD
   1,083,457 
      
CASH, END OF PERIOD
  $875,990 
      
The accompanying notes are an integral part of these unaudited condensed financial statements.
6.
Table of Contents
ALSP Orchid Acquisition Corporation I
Notes to Unaudited Condensed Financial Statements
1.
1. Description of Organization and Business Operations
Organization and General
ALSP Orchid Acquisition Corporation I (the “Company”) was formed under the laws of the Cayman Islands on August 31, 2021 for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (“Business Combination”). The Company’s sponsor is ALSP Orchid Sponsor LLC, a Delaware limited liability company (the “Sponsor”), which is owned and controlled by Accelerator Life Sciences Partners II, LP an affiliate of our sponsor. The Company has chosen December 31st as its fiscal year end.
As of March 31, 2022,2023, the Company had not yet commenced operations. All activity for the period from August 31, 2021 (inception) through March 31, 2022,2023, relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and, since the closing of our Initial Public Offering, a search for Business Combination candidates. The Company will not generate operating revenues prior to the completion of a Business Combination and will
generate non-operating income
in the form of interest income on Permitted Investments (as defined below) on the proceeds derived from the Initial Public Offering.
The registration statement for the Company’s Initial Public Offering was declared effective by the United States Securities and Exchange Commission (the “SEC”) on November 18, 2021 (the “Effective Date”). On November 23, 2021 (the “Closing Date”), the Company consummated its Initial Public Offering of 17,250,000 units (“Units”) including 2,250,000 Units as part of the underwriters’ over-allotment option, each consisting of 1one Class A ordinary share (“Public Share”) and
one-half
warrant (“Public Warrant”) to purchase one Class A ordinary share at an exercise price of $11.50.
Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased 915,000 units (the “Private Placement Units”), including 90,000 Private Placement Units related to the underwriters’ fully exercising their over-allotment option, at a purchase price of $10.00 per Private Placement Unit, each consisting of 1one Class A ordinary share (Private Share”) and
one-half
warrant (“Private Warrant”), generating gross proceeds to the Company of $9,150,000, in a private placement (“Private Placement”). Each Private Placement Unit is identical to the Initial Public Offering Units except for certain exceptions (Note 4).
The Company intends to finance a Business Combination with proceeds from its $172,500,000 Initial Public Offering (Note 3) and $9,150,000 Private Placement (Note 4). OfUpon the $181,650,000 total proceeds from theclosing of our Initial Public Offering and Private Placement, $175,950,000 was deposited intoapproximately $176 million of the net proceeds of our Initial Public Offering and certain proceeds of the Private Placement were placed in a trust account, (“Trust Account”)located in the United States, with Continental Stock Transfer and& Trust Company acting as trustee on the Closing Date.(“Trust Account”). The funds 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 (collectively “Permitted Investments”)., until the earlier of: (i) the completion of an initial business combination or (ii) the distribution of the assets held in the trust account.
Transaction costs amountedOn February 17, 2023, the Company held an Extraordinary General Meeting of its shareholders (the “Extension Meeting”) to $10,012,293, consistingvote on a number of $9,487,500proposals, including a proposal to amend the Company’s amended and restated memorandum and articles of underwriters’ commissionsassociation ( the “Initial Period Extension Amendment”) to extend the initial date by which the Company must consummate an initial business combination from February 23, 2023 to August 23, 2023, subject to any additional extensions as provided in the Company’s amended and restated memorandum and articles of which $6,037,500association. The Initial Period Extension Amendment was approved by the Company’s shareholders at the Extension Meeting.
In connection with the extension meeting, public shareholders holding 15,253,673 Class A Ordinary Shares validly exercised their right to redeem their Class A Ordinary Shares for Deferred underwriting commissions (Note 6) and $524,793an aggregate redemption amount of other offering costs.approximately $157.7 million. As a result, the amount held in the Trust Account has been materially reduced. See Note 6.
 
7.7
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ALSP Orchid Acquisition Corporation I
Notes to Unaudited Condensed Financial Statements
 
Funds will remain in the Trust Account except for the withdrawal of interest earned on the funds that may be released to the Company to pay taxes. The proceeds from the Initial Public Offering and Private Placement will not be released from the Trust Account until the earliest of (i) the completion of a Business Combination, (ii) the redemption of the public shares if the Company has not completed a Business Combination within 1521 months from the closing of the Initial Public Offering (the “Initial Period,” which may be extended in up to two separate instances by an additional three months each, for a total of up to 1824 months or 2127 months, as applicable (each period as so extended, an “Extension Period”), by depositing into the Trust Accounttrust account for each three month extension in an amount of $0.10 per unit; provided that the Initial Period will automatically be extended to 1827 months, and any Extended Period will automatically be extended to 2127 or 2430 months, as applicable (any such automatically extended period, the “Automatically Extended Period”), if the Company haswe have filed (a) a Form
8-K
including a definitive merger or acquisition agreement or (b) a proxy statement, registration statement or similar filing for an initial business combination but have not completed the initial business combination during the applicable period (any such Extended Period or Automatically Extended Period, an “Extension Period”), subject to applicable law, or (iii) the redemption of the public shares properly submitted in connection with a shareholder vote to amend the amended and restated memorandum and articles of association (A) that would modify the substance or timing of the Company obligation to allow redemption in connection with a Business Combination or to redeem 100% of the Company’s public shares if the Company has not consummated a Business Combination within 1521 months from the closing of the offering (or during any Extension Period) or (B) with respect to any other provisions relating to shareholders’ rights or
pre-initial
business combination activity. The proceeds held outside the Trust Account may be used to pay business, legal and accounting due diligence on prospective acquisitions, listing fees and continuing general and administrative expenses.
The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering, although substantially all of the remaining net proceeds of the Initial Public Offering are intended to be generally applied toward consummating a Business Combination. The Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the Deferred underwriting discounts and commissions and taxes payable on interest earned on the Trust Account) at the time of the Company signing a definitive agreement to enter into the Business Combination.
The Company, after signing a definitive agreement for a Business Combination, will either (i) seek shareholder approval of the Business Combination at a meeting called for such purpose in connection with which shareholders may seek to redeem their Public Shares, regardless of whether they vote for or against the Business Combination, for cash at a per share price equal to their pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of our Business Combination, including interest (net of taxes payable), divided by the number of then outstanding public shares, or (ii) provide shareholders with the opportunity to sell their Public Shares to the Company by means of a tender offer (and thereby avoid the need for a shareholder vote) for an amount in cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest not previously released to the Company to make permitted withdrawals. The decision as to whether the Company will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require the Company to seek shareholder approval under applicable law or stock exchange listing requirement. If the Company seeks shareholder approval, it will complete its Business Combination only if the Company obtains an ordinary resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at a general meeting in favor of the business combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. In such case, the Company would not proceed with the redemption of its Public Shares and the related Business Combination, and instead may search for an alternate Business Combination.
8
Table of Contents
ALSP Orchid Acquisition Corporation I
Notes to Unaudited Condensed Financial Statements
Notwithstanding the foregoing redemption rights, if the Company seeks shareholder approval of a Business Combination and the Company does not conduct redemptions in connection with the Business Combination pursuant to the tender offer rules, the Company’s amended and restated memorandum and articles of association provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in the Initial Public Offering, without prior consent of the Company.
8.
Table of Contents
ALSP Orchid Acquisition Corporation I
Notes to Unaudited Condensed Financial Statements
If the Company does not complete a Business Combination within 1521 months (or during any Extension Period), it shall (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, redeem the public shares,
at a per-share price, payable
in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then issued and outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case, to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the warrants, which will expire worthless if the Company fails to consummate a Business Combination within 1521 months (or during any Extension Period) from the close of the Initial Public Offering. The Company’s amended and restated memorandum and articles of association provide that, if the Company winds up for any other reason prior to the consummation of a Business Combination, the Company will follow the foregoing procedures with respect to the liquidation of the Trust Account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law.
The underwriters have agreed to waive their rights to any Deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination and those amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares.
If the Company fails to complete a Business Combination, the redemption of the Company’s Public Shares will reduce the book value of the shares held by the Sponsor, who will be the only remaining shareholder after such redemptions.
If the Company holds a shareholder vote or there is a tender offer for shares in connection with a Business Combination, a Public Shareholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of a Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes. As a result, such shares are recorded at their redemption amount and classified as temporary equity on the balance sheet,sheets, in accordance with Accounting Standards Codification FASB ASC Topic 480,
Distinguishing Liabilities from Equity
(“ASC 480”).
Liquidity and Capital Resources
As of March 31, 202
2
,2023, the Company had approximately $1.1 milliona working capital deficit of $98,507 and at December 31, 2022 the Company had $454,784 in working capital, including approximately $0.9 millioncapital. The Company had $47,130 and $211,306 in its operating bank account.account at March 31, 2023 and December 31, 2022, respectively.
The Company’s liquidity needs to date have been satisfied through a contribution of $25,000 from Sponsor to cover certain expenses in exchange for the issuance of the Founder Shares, an advance from an affiliate of the Sponsor of the payment of certain formation and operating costs on behalf of the Company and the proceeds from the consummation of the Private Placement not held in the Trust Account. In addition, as of March 31, 202
2
2023 and December 31, 2021,2022, there were 0no amounts outstanding under any related party loans (Note 4).
Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective 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 Business Combination.loans. See Note 8.
 
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ALSP Orchid Acquisition Corporation I
Notes to Unaudited Condensed Financial Statements
 
In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Codification
2. 205-40,
Presentation of Financial Statements -
Going Concern
, we have evaluated the Company’s liquidity and financial condition and determined that it is probable the Company will not be able to meet its obligations over the period of one year from the issuance date of the financial statements. While the Company plans to seek additional funding there is no guarantee the Company will be able to borrow such funds from its Sponsor, an affiliate of the Sponsor, or certain of the Company’s officers and directors, or consummate an initial business combination, in order to meet its obligations through the earlier of the consummation of an initial business combination or one year from this filing. We have determined that the uncertainty surrounding the Company’s liquidity condition raises substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
2.
Summary of Significant Accounting Policies
Basis of Presentation
The accompanying balance sheet has
condensed financial statements have
been prepared in US dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”).
Use of Estimates
The preparation of the financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ from those estimates.
Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “
Fair Value Measurements and Disclosures
,” (“ASC 820”) approximates the carrying amounts represented in the balance sheet.
Cash and Cash Equivalents
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash and cash equivalents. The Company had $175,958,010$21,066,569 and $175,955,665$177,454,035 in cash held in the Trust Account as of March 31, 20222023 and December 31, 2021,2022, respectively.
Investments held in the Trust Account
The Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or cash or investments in money market funds that invest in U.S. government securities, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities, which are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in gain on marketable securities, dividends and interest held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in Trust Account are determined using available market information, other than for investments in open-ended money market funds with published daily net asset values (“NAV”), in which case the Company uses NAV as a practical expedient to fair value. The NAV on these investments is typically held constant at $1.00 per unit.
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NaN investments were held in the trust account at March 31, 2022 and December 31, 2021.
ALSP Orchid Acquisition Corporation I
Notes to Unaudited Condensed Financial Statements
Offering Costs Associated with the Initial Public Offering
Offering costs of legal, accounting, underwriting fees and other costs incurred that are directly related to the Initial Public Offering were charged to shareholders’ equity upon the completion of the Initial Public Offering.
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ALSP Orchid Acquisition Corporation I
Notes to Unaudited Condensed Financial Statements
Concentrations of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage limit of $250,000, and investments held in the Trust Account. At March 31, 20222023 and December 31, 2021,2022, the Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Fair Value Measurement
FASB ASC Topic 820 establishes a fair value hierarchy that prioritizes and ranks the level of observability of inputs used to measure investments at fair value. The observability of inputs is impacted by a number of factors, including the type of investment, characteristics specific to the investment, market conditions and other factors. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).
Investments with readily available quoted prices or for which fair value can be measured from quoted prices in active markets will typically have a higher degree of input observability and a lesser degree of judgment applied in determining fair value.
The three levels of the fair value hierarchy under FASB ASC Topic 820 are as follows:
Level 1—Quoted prices (unadjusted) in active markets for identical investments at the measurement date are used.
Level 2—Pricing inputs are other than quoted prices included within Level 1 that are observable for the investment, either directly or indirectly. Level 2 pricing inputs include quoted prices for similar investments in active markets, quoted prices for identical or similar investments in markets that are not active, inputs other than quoted prices that are observable for the investment, and inputs that are derived principally from or corroborated by observable market data by correlation or other means.
Level 3—Pricing inputs are unobservable and include situations where there is little, if any, market activity for the investment. The inputs used in determination of fair value require significant judgment and estimation.
In some cases, the inputs used to measure fair value might fall within different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the investment is categorized in its entirety is determined based on the lowest level input that is significant to the investment. Assessing the significance of a particular input to the valuation of an investment in its entirety requires judgment and considers factors specific to the investment. The categorization of an investment within the hierarchy is based upon the pricing transparency of the investment and does not necessarily correspond to the perceived risk of that investment.
As of March 31, 20222023 and December 31, 2021,2022, the carrying values of cash, prepaid expenses, accounts payable and accrued expenses approximate their fair values due to the short-term nature of the instruments. The Company’s marketable securities held in Trust Account is comprised of investments in U.S. Treasury securities with an original maturity of 185 days or less and are recognized at fair value. The fair value of marketable securities held in Trust Account is determined using quoted prices in active markets.
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ALSP Orchid Acquisition Corporation I
Notes to Unaudited Condensed Financial Statements
Redeemable Shares
All of the Class A ordinary shares sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated memorandum and articles of association. In accordance with ASC 480, conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Accordingly, as of March 31, 20222023 and December 31, 2021,2022, 1,996,327 and 17,250,000, respectively, Class A ordinary shares, representing the Public Shares, subject to possible redemption at the redemption amount were presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet.
11.
TableThe Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of Contents
ALSP Orchid Acquisition Corporation I
Notesredeemable ordinary shares to Unaudited Condensed Financial Statements
equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against ordinary shares and accumulated deficit. See Note 6.
Net income (loss) per ordinary share
The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net lossincome (loss) per ordinary share is computed by dividing net lossincome (loss) by the weighted average number of ordinary shares outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 9,082,500 shares of Class A ordinary shares in the calculation of diluted earnings per ordinary share, since their inclusion would be anti-dilutive under the treasury stock method.
The Company’s unaudited condensed statement of operations includes a presentation ofIn order to determine the net income per share for ordinary shares subject(loss) attributable to redemption in a manner similar to
both the two-class
method of income per share. Net income per share, basic and diluted for redeemable Class A ordinary shares is calculated by dividing the investment income earned on the Trust Account of $2,345 for the three months ended March 31, 2022 by the weighted average number of redeemable Class A shares outstanding forand the period. Net income per share, basic and diluted, for
non-redeemable
Class A and Class B shares
(“Non-redeemable
shares”) is calculated by dividing, the Company first considered the total income (loss) allocable to both sets of shares, including the accretion of Class A redeemable shares to redemption value which represents the difference between the gross proceeds of the Initial Public Offering, net loss of $351,669,
lessoffering costs, and the redemption value of the redeemable shares of $10.55 and $10.20 per share at March 31, 2023 and 2022, respectively. Subsequent to calculating the total income attributable(loss) allocable to both sets of shares, the Company split the amount to be allocated pro rata between redeemable Class A shares by the weighted average number ofand
Non-redeemablenon-redeemable
shares outstanding for the period. three months ended March 31, 2023 and 2022, respectively, reflective of the respective participation rights.
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ALSP Orchid Acquisition Corporation I
Notes to Unaudited Condensed Financial Statements
The following tables reflect the calculation of basic and diluted net income (loss) per ordinary share does not consider the effect of the warrants issued in connection with (i) the Initial Public Offering or (ii) the Private Placement, since the exercise of warrants is contingent upon the occurrence of future events. At March 31, 2022, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then participate in the earnings. As a result, diluted income(in dollars, except per ordinary share is the same as basic net income per ordinary share for the period presented.amounts):
For the three months ended March 31, 2023:
             
Net income          $748,271 
Accretion of temporary equity to redemption value           (1,301,562) 
              
Net loss excluding accretion of temporary equity to redemption
      $(553,911) 
              
    
   
Redeemable
  
Non-redeemable
  
Total
 
Basic and diluted net income (loss) per ordinary share             
Numerator:             
Allocation of net income (loss)  $484,876  $263,395  $748,271 
Accretion allocated based on ownership percentage   (843,406)   (458,156)   (1,301,562) 
Accretion applicable to Class A redeemable shares   1,301,562   —     1,301,562 
              
Income (loss)  $943,032  $(194,761)  $748,271 
              
Denominator:             
Basic and diluted weighted average shares outstanding   9,623,164   5,227,500     
              
Basic and Diluted net income (loss) per ordinary share
  $0.10  $(0.04)     
              
    
For the three months ended March 31, 2022:
             
Net Loss          $(351,669) 
              
Net loss excluding accretion of temporary equity to redemption
          $(351,669) 
              
    
   
Redeemable
  
Non-redeemable
  
Total
 
Basic and diluted net income (loss) per ordinary share:             
Numerator:             
              
Interest Income /Loss from operations  $2,345  $(354,014)  $(351,669) 
           ��  
Denominator:             
Basic and diluted weighted average shares outstanding   17,250,000   5,227,500     
              
Basic and Diluted net income (loss) per ordinary share
  $0.00  $(0.07)     
              
Warrants
The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and FASB ASC Topic 815,
 Derivatives and Hedging
(“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional
paid-in
capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a
non-cash
gain or loss on the statements of operations. The warrants issued in the Initial Public Offering and Private Placement are equity classified (seeclassified. See Note 6).6.
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ALSP Orchid Acquisition Corporation I
Notes to Unaudited Condensed Financial Statements
Income Taxes
The Company complies with the accounting and reporting requirements of FASB ASC Topic 740, “
Income Taxes
,”(“ASC 740”) which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce Deferreddeferred tax assets to the amount expected to be realized.
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ALSP Orchid Acquisition Corporation I
Notes to Unaudited Condensed Financial Statements
ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were 0no unrecognized tax benefits as of March 31, 20222023 and December 31, 2021.2022. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company is not currently aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. The Company is subject to tax examinations by major taxing authorities since inception. There is currently no taxation imposed by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
The Company has no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. Consequently, income taxes are not reflected in the Company’s financial statements.
Recent Accounting Pronouncements
The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statement.
3.
3. Initial Public Offering
In its Initial Public Offering the Company sold 17,250,000 Units at a price of $10.00 per unit. Each Unit consists of one share of Class A ordinary share and
one-half
of one redeemable warrant. Each whole Public Warrant will entitle the holder to purchase one share of Class A ordinary share at a price of $11.50 per share, subject to adjustment (seeSee Note 6).6.
The Company paid an underwriting discount of 2.00% of the gross proceeds of the Initial Public Offering, or $3,450,000, to the underwriters at the Closing Date, with an additional fee (the “Deferred underwriting commission”) of 3.50% of the gross proceeds of the Initial Public Offering, or $6,037,500, payable upon the Company’s completion of a Business Combination. The Deferred underwriting commission will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes a Business Combination. The underwriters are not entitled to receive any of the interest earned on Trust Account funds that would be used to pay the Deferred underwriting commission. The Deferred underwriting commission has been recorded as a deferred liability at March 31, 20222023 and December 31, 2021.2022
.

4.
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ALSP Orchid Acquisition Corporation I
Notes to Unaudited Condensed Financial Statements
4.
Related Party Transactions
Founder Shares
On September 22, 2021, our Sponsor subscribed to purchase 4,312,500 founder shares (“Founder Shares”) for an aggregate purchase price of $25,000, or approximately $0.006 per share. The Founder Shares are identical to the shares of Class A ordinary shares included in the Units sold in the Initial Public Offering except that:
 
Initial shareholders have entered into an agreement with us, pursuant to which they have agreed to (i) waive their redemption rights with respect to their Founder Shares and (ii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to consummate a Business Combination within 1521 months (or any Extension Period) from the closing of the Initial Public Offering. Initial shareholders have also agreed (A) that they will not propose any amendment to our amended and restated memorandum and articles of association that would modify the substance or timing of our obligation to allow redemption in connection with a Business Combination or to redeem 100% of our Public Shares if the Company does not complete a Business Combination within 1521 months (or during any Extension Period) from the Closing Date, or with respect to any other provisions relating to shareholders’ rights or pre-Business Combination activity, unless the Company provides public shareholders with the opportunity to redeem their shares and (B) to waive their redemption rights with respect to their Founder Shares and any public shares they may acquire during or after the Initial Public Offering in connection with the completion of a Business Combination. However, if initial shareholders acquire public shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such public shares if the Company fails to consummate a Business Combination within 1521 months (or during any Extension Period) from the close of the Initial Public Offering. If the Company submits a Business Combination to our public shareholders for a vote, our initial shareholders have agreed to vote their Founder Shares, Private Placement shares and any public shares purchased during or after the Initial Public Offering in favor of the Business Combination.
 
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ALSP Orchid Acquisition Corporation I
Notes to Unaudited Condensed Financial Statements
the Founder Shares are entitled to registration rights;
 
the Founder Shares will be automatically convertible into our Class A ordinary shares at the time of a Business Combination.
The holders of the Founder Shares have agreed to (i) waive their redemption rights with respect to their Founder Shares and (ii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to consummate a Business Combination within 15 months (or during any Extension Period) from the Closing Date.
The holders of the Founder Shares have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier of (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share
sub-divisions,
share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any
30-trading
day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property.
Private Placement
On the Closing Date, the Sponsor purchased an aggregate of 915,000 Private Placement Units at a price of $10.00 per unit. The Private Placement Units are identical to the units sold in the Initial Public Offering except that (a) Private Placement Units (including the underlying securities) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of our Business Combination and (b) the holders thereof will be entitled to registration rights. Our Sponsor has agreed to (i) waive its redemption rights with respect to their Private Placement shares in connection with the Business Combination and (ii) with respect to a modification of the substance or timing of the redemption of 100% of the public shares if the Company fails to complete a Business Combination within 1521 months (or during any Extension Period) from the Closing Date and (iii) waive their rights to liquidating distributions from the Trust Account in the Company fails to complete the Business Combination within 1521 months (or during any Extension Period) from the Closing Date.
If the Company does not consummate a Business Combination within 1521 months (or during any Extension Period) from the Closing Date, the proceeds from the sale of the Private Placement Units held in the Trust Account will be used to fund the redemption of our Public Shares (subject to the requirements of applicable law) and the Private Placement Units will be worthless.
 
14.
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ALSP Orchid Acquisition Corporation I
Notes to Unaudited Condensed Financial Statements
 
Indemnity
The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company discussed entering into a transaction agreement, reduces the amount of funds in the Trust Account to below (i) $10.20 per public share or (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.20 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. The Company has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believes that the Sponsor’s only assets are securities of the Company and, therefore, the Sponsor may not be able to satisfy those obligations. The Company has not asked the Sponsor to reserve for such eventuality as the Company believes the likelihood of the Sponsor having to indemnify the Trust Account is limited because the Company will endeavor to have all vendors and prospective target businesses as well as other entities execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.
Related Party Loans
On September 22, 2021, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to an unsecured promissory note (the “Note”). NaNNo interest accrues on the unpaid principal balance of the Note. The principal of the Note could be drawn down prior to the earlier of December 31, 2021, or the consummation of the Initial Public Offering. As of December 31, 2021, the Company had 0tnot borrowed on the Note and thus it expired unused. See Note 8.
In addition, in order to finance transaction costs in connection with a business combination, our Sponsor or an affiliate of our Sponsor, or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If the Company completes a Business Combination, the Company could repay the working capital loans out of the proceeds of the Trust Account released to us. Otherwise, the working capital loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination is not completed, the Company may use a portion of the proceeds held outside the Trust Account to repay the working capital loans but no proceeds held in the Trust Account would be used to repay the working capital loans. Except for the foregoing, the terms of such working capital loans, if any, have not been determined and no written agreements exist with respect to such loans. The working capital loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such working capital loans may be convertible Private Placement Units at a price of $10.00 per unit. To date, the Company had 0no outstanding borrowings under any working capital loans under this arrangement. See Note 8.
Due to Related Party
An affiliate of the Sponsor has paid certain formation and operating costs on behalf of the Company, totaling $227,776. Asto facilitate timely payment of December 31, 2021, the balance due to the related party was $34,485 and was repaid on January 27, 2022.
costs. The affiliate paid operating expenses of $25,250$25,265 during the three months ended March 31, 20222023 and the balance due the affiliate at March 31, 20222023 was $20,027.$25,265.
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ALSP Orchid Acquisition Corporation I
Notes to Unaudited Condensed Financial Statements
Administrative Support Agreement
Commencing on November 23, 2021, the Company has agreed to pay an affiliate of the Sponsor a total of $20,000 per month for office space, utilities, and administrative support until completion of a Business Combination or the Company’s liquidation. Accordingly, Administrative expense – related party of $60,000 and $60,000 was recorded for the three months ended March 31, 2022.2023 and 2022, respectively.
 
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5.
ALSP Orchid Acquisition Corporation I
Notes to Unaudited Condensed Financial Statements
5. Commitments and Contingencies
Registration Rights
The holders of the Founder Shares, Private Placement Shares and warrants that may be issued upon conversion of working capital loans, if any, are entitled to registration rights pursuant to a registration rights agreement signed on the effective date of the Initial Public Offering. The holders of these securities are entitled to demand that the Company register such securities. In addition, the holders have certain registration rights which provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable
lock-up
period, which occurs (i) in the case of the founder shares, as described in Note 4, and (ii) in the case of the Private Placement units and the respective Class A ordinary shares underlying the Private Placement warrants, 30 days after the completion of a Business Combination.
The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriters Agreement
The underwriters purchased 2,250,000 Units to cover over-allotments at the Initial Public Offering price, less the underwriting commissions.
The underwriters were paid a cash underwriting discount of two percent (2%) of the gross proceeds of the Initial Public Offering, or $3,450,000. Additionally, the underwriters will be entitled to a Deferred underwriting commission of 3.5% or $6,037,500 of the gross proceeds of the Initial Public Offering held in the Trust Account solely upon the completion of the Company’s Business Combination subject to the terms of the underwriting agreement.
6.
Risks and Uncertainties
Management continues to evaluate the impact of the
COVID-19
pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
6. Shareholders’ Deficit
Preference Shares
The Company is authorized to issue 1,000,000 shares of preference shares with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At March 31, 20222023 and December 31, 2021,
2022, there were 0no preference shares issued or outstanding.
Class A Ordinary Shares
The Company is authorized to issue 100,000,000 shares of Class A ordinary shares with a par value of $0.0001 per share. At March 31, 20222023 and December 31, 2021, there2022, the
r
e were 1,996,327 and 17,250,000 shares of Class A ordinary shares (“Public Shares”) issued and outstanding, respectively, all of which were subject to possible redemption and were classified at their redemption value in temporary equity, outside of the shareholders’ deficit section on the balance sheet. There were also 915,000 Private Placement Class A ordinary shares issued and outstanding at March 31, 20222023 and December 31, 2021,2022, related to the Private Placement, which are not redeemable and have certain other restrictions as noted in Note 4.
 
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ALSP Orchid Acquisition Corporation I
Notes to Unaudited Condensed Financial Statements
 
Class B Ordinary Shares
The Company is authorized to issue 10,000,000 shares of Class B ordinary shares with a par value of $0.0001 per share. Holders of Class B ordinary shares are entitled to
one vote
for each share. At March 31, 20222023 and December 31, 2021,2022, there were 4,312,500 shares of Class B ordinary shares issued and outstanding.    
Warrants
As of March 31, 20222023 and December 31, 2021,2022, there were 9,082,500 warrants issued or outstanding in the Initial Public Offering and Private Placement.
Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event no later than 15 business days after the closing of a Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of ordinary shares issuable upon exercise of the Public Warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the public warrant agreement. Notwithstanding the foregoing, if the Company’s shares of ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under the Securities Act, the Company, at its option, may require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon the Company’s redemption or liquidation
Once the warrants become exercisable, the Company may redeem the Public Warrants:
 
in whole and not in part;
 
at a price of $0.01 per warrant;
 
upon a minimum of 30 days’ prior written notice of redemption; and
 
if, and only if, the last reported closing price of the Company’s shares of ordinary share equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a
30-trading
day period prior to the date on which the Company sends the notice of redemption to the warrant holders.
 
if, and only if, there is a current registration statement in effect with respect to the ordinary shares underlying such warrants at the time of redemption and a current prospectus relating to those ordinary shares is available throughout the
30-day
trading period referred to above, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act.
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ALSP Orchid Acquisition Corporation I
Notes to Unaudited Condensed Financial Statements
If the Company calls the Public Warrants for redemption as described above, the notice of redemption shall contain instructions on how to calculate the number of Ordinary Shares to be received upon exercise of the Warrants. On and after the Redemption Date, the record holder of the Warrants shall have no further rights except to receive, upon surrender of the Warrants, the Redemption Price.
17.
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ALSP Orchid Acquisition Corporation I
Notes to Unaudited Condensed Financial Statements
The exercise price and number of the ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including consolidation, combination, reverse share split, reclassification or similar event. If (a) the Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per ordinary Share (with such issue price or effective issue price to be determined in good faith by the Board and, in the case of any such issuance to the initial shareholders or their affiliates, without taking into account any Class B ordinary shares held by such shareholders or their affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (b) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding the Business Combination on the date of the consummation of the Company’s business combination (net of redemptions), and (c) the volume weighted average trading price of the ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the last sales price of the ordinary shares that triggers the Company’s right to redeem the Warrants shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.
Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within 1521 months (or during any Extension Period) from the Closing Date and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.
Public Warrants do not contain any provisions that change dependent upon the characteristics of the holder of the warrant.
Private Placement Warrants are identical to the Public Warrants except that until the date that is thirty (30) days after the completion by the Company of a Business Combination the Private Placement Warrants may not be transferred, assigned or sold by the holders thereof, other than to certain permitted transferees.
7.
7. Fair Value Measurements
The following table presents information about the Company’s assets that are measured at fair value at March 31, 20222023 and December 31, 2021,2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
March 31, 2022:2023:
 
Description
  
Level
   
Quoted Prices in Active Markets
 
Assets:
          
Cash and cash equivalents held in trust account   1   $175,958,010 
December 31, 2021:
Description
  
Level
   
Quoted Prices in Active Markets
   
Level
   
Quoted Prices in
Active Markets
 
Assets:
            
Cash and cash equivalents held in trust account   1   $175,955,665    1   $21,066,569 
 
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ALSP Orchid Acquisition Corporation I
Notes to Unaudited Condensed Financial Statements
 
8. Subsequent Events
December 31, 2022:
Description
  
Level
   
Quoted Prices in
Active Markets
 
Assets:
          
Cash and cash equivalents held in trust account   1   $177,454,035 
8.
Subsequent Events
ManagementOn April 5, 2023, the Company received a notice (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company was deficient in meeting the requirements of Listing Rule 5450(b)(2)(A), which requires the listed securities of the Company to maintain a minimum Market Value of Listed Securities (“MVLS”) of $
50,000,000
. The Letter is only a notification of deficiency, not of imminent delisting, and has evaluated subsequent eventsno current effect on the listing or trading of the Company’s securities on Nasdaq.
In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Company has 180 calendar days (or until October 2, 2023) to determineregain compliance (the “Compliance Period”). The Notice notes that to regain compliance, the Company’s Securities must trade at or above a level such that the Company’s MVLS closes at or above $
50,000,000
for a minimum of ten consecutive business days during the Compliance Period. The Notice further notes that if events or transactions occurring after the Company is unable to satisfy the MVLS requirement prior to such date, the Company may be eligible to transfer the listing of its Securities to The Nasdaq Capital Market (provided that it then satisfies the requirements for continued listing on that market). If the Company does not regain compliance by October 2, 2023, Nasdaq staff will provide written notice to the Company that its securities are subject to delisting.
The Company intends to regain compliance within the specified Compliance Period. The Company’s securities will continue to trade on Nasdaq during the Compliance Period.
On April 28, 2023, the Company issued an unsecured promissory note (the “Note”) in the principal amount of $
350,000
to our Sponsor, which was funded in full by the Sponsor upon execution of the Note. The Note bears interest at a rate of
4.8
% per annum, computed on the basis of a
365-day
year, compounded semi-annually. The principal balance sheet date throughof the Note, and any accrued interest thereon, will be payable on the earliest to occur of (i) the date on which the financial statements were issued require potential adjustmentCompany consummates an initial business combination or (ii) the date that the winding up of the Company is effective (such date, the “Maturity Date”). The Note is subject to or disclosure incustomary events of default, the financial statement. occurrence of certain of which automatically triggers the unpaid principal balance of the Note, any accrued interest thereon and all other sums payable with regard to the Note becoming immediately due and payable.
Management did not identify any other subsequent events that would have required adjustment or disclosure in the financial statements.
 
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

References to the “Company,” “ALSP Orchid Acquisition Corporation I” “our,” “us” or “we” refer to ALSP Orchid Acquisition Corporation I. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this QuarterlyAnnual Report on Form

10-Q.
10-K.Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Cautionary Note Regarding Forward-Looking Statements

All statements other than statements of historical fact included in this QuarterlyAnnual Report on Form

10-Q
10-Kincluding, without limitation, statements regarding our financial position, business strategy and the plans and objectives of management for future operations, are forward looking statements. When used in this QuarterlyAnnual Report on Form
10-Q,
10-K,words such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions, as they relate to us or our management, identify forward looking statements. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other SEC filings. Such forward looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, our management. No assurance can be given that results in any forward-looking statement will be achieved and actual results could be affected by one or more factors, which could cause them to differ materially. The cautionary statements made in this QuarterlyAnnual Report on Form
10-Q
10-Kshould be read as being applicable to all forward-looking statements whenever they appear in this QuarterlyAnnual Report. For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in our filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph.

Overview

ALSP Orchid Acquisition Corporation I is a blank check company incorporated on August 31, 2021, as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses or entities (“initial business combination”). The Company has generated no operating revenues to date and does not expect to generate operating revenues until we consummate our initial business combination. The Company’s sponsor is ALSP Orchid Sponsor LLC (“Sponsor”), a Delaware limited liability company, which is owned, in part, and controlled by Accelerator Life Sciences Partners II, LP an affiliate of our sponsor.

We expect

The registration statement for the Company’s initial public offering was declared effective by the United States Securities and Exchange Commission on November 18, 2021. On November 23, 2021, the Company consummated its initial public offering of 17,250,000 units at $10.00 per unit, generating gross proceeds of approximately $172.5 million (“Initial Public Offering”), and incurring offering costs of approximately $10.0 million, inclusive of approximately $6.0 million in deferred underwriting commissions. Each unit consists of one Class A ordinary share and one-half warrant to continuepurchase one Class A ordinary share at an exercise price of $11.50.

Simultaneously with the closing of our Initial Public Offering, the Company consummated the private placement of 915,000 private placement units at a price of $10.00 per private placement unit to incur significant coststhe sponsor (the “Private Placement”), generating gross proceeds of approximately $9.2 million. Each private placement unit is identical to the units sold in our Initial Public Offering, subject to certain limited exceptions.

Upon the closing of our Initial Public Offering and Private Placement, approximately $176 million of the net proceeds of our Initial Public Offering and certain proceeds of the Private Placement were placed in a trust account, located in the pursuitUnited States, with Continental Stock Transfer & Trust Company acting as trustee (“Trust Account”).

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The funds 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 (collectively “Permitted Investments”), until the earlier of: (i) the completion of an initial business combination or (ii) the distribution of the assets held in the Trust Account. Our management has broad discretion with respect to the specific application of the net proceeds of our acquisition plans. We

cannot
assure you that our plansInitial Public Offering and the Private Placement, although substantially all of the net proceeds are intended to be applied toward consummating an initial business combination.

On February 17, 2023, the Company held an Extraordinary General Meeting of its shareholders (the “Extension Meeting”) to vote on a number of proposals, including a proposal to amend the Company’s amended and restated memorandum and articles of association ( the “Initial Period Extension Amendment”) to extend the initial date by which the Company must consummate an initial business combination from February 23, 2023 to August 23, 2023, subject to any additional extensions as provided in the Company’s amended and restated memorandum and articles of association. The Initial Period Extension Amendment was approved by the Company’s shareholders at the Extension Meeting.

In connection with the extension meeting, public shareholders holding 15,253,673 Class A Ordinary Shares validly exercised their right to redeem their public shares for an aggregate redemption amount of approximately $157.7 million. As a result, the amount held in the Trust Account has been materially reduced.

If the Company is unable to complete an initial business combination within 21 months from the closing of the Initial Public Offering (the “Initial Period,” which may be extended in up to two separate instances by an additional three months each, for a total of up to 24 months or 27 months, as applicable (each period as so extended, an “Extension Period”), by depositing into the Trust Account for each three month extension in an amount of $0.10 per unit; provided that the Initial Period will automatically be extended to 24 months, and any Extended Period will automatically be extended to 27 or 30 months, as applicable (any such automatically extended period, the “Automatically Extended Period”), if the Company has filed (a) a Form 8-K including a definitive merger or acquisition agreement or (b) a proxy statement, registration statement or similar filing for an initial business combination but have not completed the initial business combination during the applicable period (any such Extended Period or Automatically Extended Period, an “Extension Period”), the Company 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, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay our income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (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 our remaining shareholders and our board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of our Company, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be successful.

20.
Tableno redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to consummate an initial business combination within 21 months (or during any Extension Period) from the close of Contents
our Initial Public Offering.

Liquidity and Capital Resources

As of March 31, 2022,2023, the Company

had
approximately $1.1 million in a working capital including approximately $0.9 milliondeficit of $98,507. The Company had $47,130 in its operating bank account.
account at March 31, 2023.    

Our liquidity needs up to March 31, 2022,2023, have been satisfied through a contribution of $25,000 from our sponsor to cover certain expenses on our behalf in exchange for the issuance of Class B ordinary shares, (“the Founder Shares”), an advance of approximately $228,000 from an affiliate of our sponsor and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company fully repaid the advance to the related party on January 27, 2022. In addition,

22

On April 28, 2023, the Company issued an unsecured promissory note (the “Note”) in orderthe principal amount of $350,000 to finance transaction coststhe Sponsor, which was funded in connection withfull by the Sponsor upon execution of the Note. The Note bears interest at a rate of 4.8% per annum, computed on the basis of a 365-day year, compounded semi-annually. The principal balance of the Note, and any accrued interest thereon, will be payable on the earliest to occur of (i) the date on which the Company consummates an initial business combination our sponsor or (ii) the date that the winding up of the Company is effective (such date, the “Maturity Date”). The Note is subject to customary events of default, the occurrence of certain of which automatically triggers the unpaid principal balance of the Note, any accrued interest thereon and all other sums payable with regard to the Note becoming immediately due and payable.

In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Codification 205-40,Presentation of Financial Statements - Going Concern, we have evaluated the Company’s liquidity and financial condition and determined that it is probable the Company will not be able to meet its obligations over the period of one year from the issuance date of the financial statements. While the Company plans to seek additional funding there is no guarantee the Company will be able to borrow such funds from its Sponsor, an affiliate of our sponsor,the Sponsor, or certain of ourthe Company’s officers and directors, may, but are not obligated to, provide us working capital loans. If we complete ouror consummate an initial business combination, we would repay such loaned amounts out of the proceeds of the Trust Account released to us. Otherwise, such loans would be repaid only out of funds held outside the Trust Account. In the event that our Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no proceeds from our Trust Account would be used to repay such loaned amounts. Up to $1,500,000 of such loans may be convertible into units of the post business combination entity at a price of $10.00 per unit at the option of the lender. The units would be identical to the Private Placement units. Except as set forth above, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. To date, there are no amounts outstanding under any working capital loan.

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Based on the foregoing, management believes that it will have sufficient working capital and borrowing capacityin order to meet its needsobligations through the earlier of the consummation of an initial business combination or one year from this filing. OverWe have determined that the uncertainty surrounding the Company’s liquidity condition raises substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective candidates for our initial business combination, 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 business combination.
If our estimates of the costs of undertaking the aforementioned activities are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial business combination. Moreover, we may need to obtain additional financing either to consummate our initial business combination or because we become obligated to convert a significant number of our Public Shares upon consummation of our initial business combination, in which case we may issue additional securities or incur debt in connection with such business combination. Subject to compliance with applicable securities laws, we would only consummate such financing simultaneously with the consummation of our initial business combination. Following our initial business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.
uncertainty.

Management continues to evaluate the impact of the

COVID-19
pandemic and has concluded that the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Results of Operations

All activity since inception up to March 31, 2022,2023, was in preparation for our formation, our Initial Public Offering and, since the closing of our Initial Public Offering, our activity has been limited to a search for initial business combination candidates. We will not be generating any operating revenues until the closing and completion of our initial business combination, at the earliest.

For the three months ended March 31, 2022,2023, we had a net lossincome of $351,669$748,271 which consisted of $294,014$493,291 in general and administrative expenses, $60,000 of related party administrative fees, partially offset by $2,345interest of income from our investments held in the Trust Account.

Account, net of applicable tax withholding, of $1,301,562.

Critical Accounting Policies

This management’s discussion and analysis of our financial condition and results of operations is based on our unaudited condensed financial statements, which have been prepared in accordance with GAAP. The preparation of our unaudited condensed financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in our unaudited condensed financial statements. On an ongoing basis, we evaluate our estimates and judgments, including those related to fair value of financial instruments and accrued expenses. We base our estimates on historical experience, known trends and events and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We have identified the following as our critical accounting policies:

23

Investments Held in the Trust Account

Our portfolio of investments held in the trust account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities, or a combination thereof. The investments held in the trust account are classified as trading securities, which are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in trust account are included in gain on marketable securities, dividends and interest held in trust account in the statement of operations. The estimated fair values of investments held in trust account are determined using available market information, other than for investments in open-ended money market funds with published daily net asset values (“NAV”), in which case the Company uses NAV as a practical expedient to fair value. The NAV on these investments is typically held constant at $1.00 per unit.

22.
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Class A Ordinary Shares Subject to Possible Redemption

All of the Class A ordinary shares sold as part of the Units in our Initial Public Offering contain a redemption feature which allows for the redemption of such shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with our initial business combination and in connection with certain amendments to the Company’s amended and restated memorandum and articles of association. In accordance with FASB ASC Topic 480 (“ASC 480”), conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Accordingly, as of March 31, 2023 and December 31, 2022, 1,996,327 and 17,250,000, respectively, Class A ordinary shares, representing the public shares, subject to possible redemption at the redemption amount were presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet.

Net Income (Loss) Per Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260 (“ASC 260”), “Earnings Per Share.” Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period. The Company has not considered the effect of the warrants sold in our Initial Public Offering and Private Placement to purchase an aggregate of 9,082,500 shares of Class A ordinary shares in the calculation of diluted earnings per share, since their inclusion would be anti-dilutive under the treasury stock method.

The Company’s unaudited condensed statement of operations includes a presentation of

In order to determine the net income (loss) per share for ordinary shares subjectattributable to redemption in a manner similar to

both the two-class
method of income per share. Net income (loss) per share, basic and diluted for redeemable Class A ordinary shares is calculated by dividingand the investmentnon-redeemable Class A and Class B shares (“Non-redeemable shares”), the Company first considered the total income earned on(loss) allocable to both sets of shares, including the Trust Accountaccretion of $2,345Class A redeemable shares to redemption value which represents the difference between the gross proceeds of the Initial Public Offering, net of offering costs, and the redemption value of the redeemable shares of $10.55 and $10.20 per share at March 31, 2023 and 2022, respectively. Subsequent to calculating the total income (loss) allocable to both sets of shares, the Company split the amount to be allocated pro rata between redeemable Class A shares and non-redeemable shares for the three months ended March 31, 2023 and 2022, byrespectively, reflective of the weighted average number of redeemable Class A shares outstanding for the period. Net income (loss) per share, basic and diluted, for
non-redeemable
Class A and Class B shares
(“Non-redeemable
shares”) is calculated by dividing the net loss of $351,669, less income attributable to redeemable Class A shares, by the weighted average number of
Non-redeemable
shares outstanding for the period. respective participation rights.

At March 31, 2023 and 2022, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then participate in the earnings. As a result, diluted income per ordinarycommon share is the same as basic net income per ordinarycommon share for the period presented.

Warrants

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and FASB ASC Topic 815,

 Derivatives and Hedging
(“ (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the

24

warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional

paid-in
capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a
non-cash
gain or loss on the statements of operations. The warrants issued in our Initial Public Offering and Private Placement are equity classified.
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Recent Accounting Pronouncements

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material impact on the accompanying financial statements.

Off-Balance

Sheet Arrangements

As of March 31, 2022,2023, the Company did not have any

off-balance
sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation
S-K.

Contractual Obligations

Registration and Shareholder Rights

The holders of the Founder Shares, Private Placement Shares and warrants that may be issued upon conversion of working capital loans, if any, are entitled to registration rights pursuant to a registration rights agreement signed on the effective date of our Initial Public Offering. The holders of these securities are entitled to demand that the Company register such securities. In addition, the holders have certain registration rights which provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable

lock-up
period, which occurs (i) in the case of the founder shares, as described in Note 4, and (ii) in the case of the Private Placement units and the respective Class A ordinary shares underlying the Private Placement warrants, 30 days after the completion of an initial business combination.

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

Underwriting Agreement

The Company granted the underwriters a

45-day
option from the date of the final prospectus relating to our Initial Public Offering to purchase up to 2,250,000 additional units to cover over-allotments, if any, at $10.00 per unit, less underwriting discounts and commissions. The underwriters exercised this option in full on November 23, 2021.

The underwriters were paid a cash underwriting discount of two percent (2%) of the gross proceeds of our Initial Public Offering, or $3,450,000. Additionally, the underwriters will be entitled to a deferred underwriting commission of 3.5% or $6,037,500 of the gross proceeds of our Initial Public Offering held in the Trust Account solely upon the completion of the Company’s initial business combination subject to the terms of the underwriting agreement.

25

JOBS Act

On April 5, 2012, the JOBS Act was signed into law. The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. The Company will qualify as an “emerging growth company” and under the JOBS Act will be allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. The Company is electing to delay the adoption of new or revised accounting standards, and as a result, the Company may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for

non-emerging
growth companies. As such, our financial statements may not be comparable to companies that comply with public company effective dates.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not required for smaller reporting companies.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act (as defined under Section 13 of the Exchange Act)), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in Company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

As of March 31, 2023, as required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

26

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PART II—OTHER INFORMATION

Item 1. Legal Proceedings

None

Item 1A. Risk Factors

Factors that could cause our actual results to differ materially from those in this report

include
the risk factors
described
in our Annual Report on Form
10-K
filed with the SEC. As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our Annual Report on
Form 10-K
with the SEC. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. The information presented below updates, and should be read in conjunction with, the risk factors disclosed in our Annual Report on Form 10-K.
Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations.
We are subject to laws and regulations enacted by national, regional and local governments. In particular, we will be required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete our initial business combination, and results of operations. In addition, we are subject to tax laws and regulations enacted by national, regional and local governments, those laws and regulations and their interpretation and application may also change from time to time and those changes or our failure to comply with any applicable laws or regulations, as interpreted or applied, could have a material adverse impact on our business, including our ability to negotiate and complete our initial business combination, investments and results of operations.
Additionally, on March 30, 2022, the SEC issued proposed rules (the “2022 Proposed Rules”) relating to, among other items, enhancing disclosures in business combination transactions involving special purpose acquisition companies (“SPACs”) and private operating companies; amending the financial statement requirements applicable to transactions involving shell companies; effectively limiting the use of projections in SEC filings in connection with proposed business combination transactions; increasing the potential liability of certain participants in proposed business combination transactions; and the extent to which SPACs could become subject to regulation under the Investment Company Act of 1940. These 2022 Proposed Rules, if adopted, whether in the form proposed or in revised form, and certain positions and legal conclusions expressed by the SEC in connection with the 2022 Proposed Rules may materially adversely affect our ability to negotiate and complete our Business Combination and may increase the costs and time related thereto.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

On November 23, 2021, we consummated our initial public offering of 17,250,000 Units, inclusive of 2,250,000 Units sold to the underwriters upon the election to fully exercise their over-allotment option, at a price of $10.00 per unit, generating total gross proceeds of $172,500,000. Each unit consists of one Class A ordinary share of the Company, par value $0.0001 per share, and one half of one redeemable warrant of the Company. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share Ordinary Share for $11.50 per share, subject to adjustment. Stifel, Nicolaus & Company, Incorporated and Nomura Securities International, Inc. acted as joint book-running managers. The securities sold in our initial public offering were registered under the Securities Act on a registration statement on Form

S-1
(No.
(No. 333-260709).
The registration statement became effective on November 18, 2021.

Simultaneously with the consummation of our initial public offering, and the exercise of the over-allotment option in full, we consummated a private placement of 915,000 private placement units to our sponsor at a price of $10.00 per private placement unit, generating total proceeds of $9,150,000. Such securities were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

The private placement units are identical to the public units except that (a) private placement units (including the underlying securities) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of our initial business combination and (b) the holders thereof will be entitled to registration rights.

Of the gross proceeds received from our initial public offering and the full exercise of the option to purchase additional Units, $175,950,000 was placed in the trust account.

We paid a total of $3,450,000 in underwriting discounts and commissions and $524,793 for other costs and expenses related to our initial public offering. In addition, the underwriters agreed to defer $6,037,500 in underwriting discounts and commissions.

For a description of the use of the proceeds generated in our initial public offering, see “PART I. Financial Information—Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations”.

Item 3. Defaults Upon Senior Securities

None

Item 4. Mine Safety Disclosures

None

25.

27

Table of Contents

Item 5. Other Information

None

Item 6. Exhibits

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form

10-Q.

No.
  
Description of Exhibit

31.1*

  Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*

  Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1*

  Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2*

  Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS*

  Inline XBRL Instance Document

101.SCH*

  Inline XBRL Taxonomy Extension Schema Document

101.CAL*

  Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*

  Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*

  Inline XBRL Taxonomy Extension Labels Linkbase Document

101.PRE*

  Inline XBRL Taxonomy Extension Presentation Linkbase Document

104

  Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

Filed herewith.

28

*
Filed herewith.
26.
Table of Contents

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

ALSP ORCHID ACQUISITION CORPORATION I                                    

Date: May 16, 2022  ALSP ORCHID ACQUISITION CORPORATION I
Date: May 15, 2023  By:  

/s/ Thong Q. Le

  Name:  Thong Q. Le
  Title:  Chief Executive Officer
    (Principal Executive Officer)
Date: May 16, 202215, 2023  By:  

/s/ Ian A.W. Howes

  Name:  Ian A. W.A.W. Howes
  Title:  Chief Financial Officer
    (Principal Financial and Accounting Officer)

29

27.