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

References to the “Company,” “ALSP Orchid Acquisition Corporation I,”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-Q10-K including, 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-Q10-K should 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.

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 purchase 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 the 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 United 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 Initial 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 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 Account for each three month extension in an amount of $0.10 per unit; provided that the Initial Period will automatically be extended to 1824 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 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 no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to consummate an initial business combination within 1521 months (or during any Extension Period) from the close of our Initial Public Offering.

Liquidity and Capital Resources

As of September 30, 2022,March 31, 2023, the Company had approximately $710,000 ina working capital including approximately $432,000deficit of $98,507. The Company had $47,130 in its operating bank account.account at March 31, 2023.    

Our liquidity needs up to September 30, 2022,March 31, 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(“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,

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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 an affiliate(ii) the date that the winding up of our sponsor, orthe Company is effective (such date, the “Maturity Date”). The Note is subject to customary events of default, the occurrence of certain of our officers and directors may, but are not obligated to, provide us working capital loans. If we complete our initial business combination, we would repay such loaned amounts outwhich automatically triggers the unpaid principal balance 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 initial 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 identicalNote, any accrued interest thereon and all other sums payable with regard to the Private Placement units. Except as set forth above, the terms of such loans, if any, have not been determinedNote becoming immediately due and no written agreements exist with respect to such loans. To date, there are no amounts outstanding under any working capital loan.payable.

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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.

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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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