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| CIK | 1840425 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Bellevue Life Sciences Acquisition Corp. - Equity Warrant
SEC Filings (Chronological Order)
यह पृष्ठ SEC फाइलिंग की एक पूरी, कालानुक्रमिक सूची प्रदान करता है, ओनरशिप फाइलिंग को छोड़कर, जो हम अन्यत्र प्रदान करते हैं।
| August 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMTION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rul |
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| August 20, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 10, 2025 OSR HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-41390 84-5052822 (State or Other Jurisdiction (Commission File Number) (IRS Employer |
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| August 20, 2025 |
AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT OSR HOLDINGS, INC. Exhibit 10.1 AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT OSR HOLDINGS, INC. This AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT (this “Amendment”), effective as of June 30, 2025, amends that certain NOTE PURCHASE AGREEMENT, dated May 6, 2025 (the “Agreement”), by and between OSR HOLDINGS, INC., a Delaware corporation (the “Company”) and WHITE LION CAPITAL, LLC, DBA WHITE LION GBM INNOVATION FUND, a Nev |
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| August 20, 2025 |
AMENDMENT NO. 1 TO COMMON STOCK PURCHASE WARRANT OSR HOLDINGS, INC. Exhibit 10.2 AMENDMENT NO. 1 TO COMMON STOCK PURCHASE WARRANT OSR HOLDINGS, INC. This AMENDMENT NO. 1 TO COMMON STOCK PURCHASE WARRANT (this “Amendment”), effective as of June 30, 2025, amends that certain COMMON STOCK PURCHASE WARRANT, dated May 6, 2025 (the “Warrant”), issued by OSR HOLDINGS, INC. (the “Company”) to WHITE LION CAPITAL, LLC, DBA WHITE LION GBM INNOVATION FUND (the “Holder”). All |
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| August 19, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| August 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to OSR HOLDINGS, INC. |
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| August 14, 2025 |
Exhibit 10.1 NOTE PURCHASE AGREEMENT THIS NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of May 6, 2025 (the “Execution Date”), is entered into by and between OSR HOLDINGS, INC., a Delaware corporation (the “Company”), and WHITE LION CAPITAL, LLC, dba White Lion GBM Innovation Fund, a Nevada limited liability company (the “Buyer”). Each capitalized term used herein shall have the meaning asc |
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| August 14, 2025 |
Exhibit 10.4 AMENDMENT NO. 1 TO COMMON STOCK PURCHASE AGREEMENT BETWEEN OSR HOLDINGS INC. AND WHITE LION CAPITAL, LLC, DBA WHITE LION GBM INNOVATION FUND THIS AMENDMENT NO. 1 TO COMMON STOCK PURCHASE AGREEMENT (this “Amendment”), effective May 6, 2025 (the “Amendment Effective Date”), is by and between OSR Holdings, Inc., a Delaware corporation (the “Company”), and White Lion Capital, LLC, dba Whi |
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| August 14, 2025 |
Common Stock Purchase Warrant, issued May 6, 2025, by OSR Holdings, Inc to White Lion Capital, LLC. Exhibit 10.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST |
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| August 14, 2025 |
Exhibit 10.2 NEITHER THE ISSUANCE NOR SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR |
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| August 6, 2025 |
Exhibit 99.1 OSR HOLDINGS Innovation Headquarters | NASDAQ : OSRH Investor Update | August 6, 2025 OSR HOLDINGS Innovation Headquarters N A S D A Q : O S R H Forward Looking Statements This material has been prepared by OSR Holdings, Inc . (the “Company”) solely for the purpose of providing information during presentations intended for institutional and general investors . Redistribution, duplicat |
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| August 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2025 OSR HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-41390 85-5052822 (State or Other Jurisdiction of Incorporation) (Commission File Numb |
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| July 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 24, 2025 OSR HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-41390 84-5052822 (State or Other Jurisdiction (Commission File Number) (IRS Employer o |
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| July 25, 2025 |
Exhibit 99.1 OSR Holdings Enters into Term Sheet to Acquire Woori IO, a Pioneer in Noninvasive Glucose Monitoring Technology July 24, 2025 – Bellevue, WA / Seoul, Korea — OSR Holdings, Inc. (NASDAQ: OSRH), a global healthcare company advancing biomedical and wellness innovation, today announced it has signed a term sheet (“Term Sheet”) with Woori IO Co., Ltd. (“WORIO”), a South Korean medical devi |
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| July 25, 2025 |
Exhibit 10.1 OSR Holdings, Inc. 10900 NE 4th Street, 2300 Bellevue, WA 98004 July 24. 2025 This Term Sheet outlines the preliminary, non-binding terms for the proposed transaction involving the acquisition of Woori IO Co., Ltd. (“WORIO”) by OSR Holdings Co., Ltd. (“OSRK”) through a comprehensive share exchange (the “Share Exchange”) whereby WORIO shall become a wholly- owned subsidiary of OSRK. Th |
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| July 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 26, 2025 OSR HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-41390 85-5052822 (State or Other Jurisdiction (Commission File Number) (IRS Employer o |
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| June 27, 2025 |
OSR Holdings, Inc. Up to 15,410,000 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-287626 PROSPECTUS SUPPLEMENT NO.1 (to Prospectus dated June 20, 2025) OSR Holdings, Inc. Up to 15,410,000 Shares of Common Stock This prospectus supplement (this “Supplement”) is being filed to update and supplement the information contained in the prospectus dated June 20, 2025 (as supplemented or amended from time to time, the “Prospectus”). |
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| June 23, 2025 |
OSR Holdings, Inc. Up to 15,410,000 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-287626 PROSPECTUS OSR Holdings, Inc. Up to 15,410,000 Shares of Common Stock This prospectus relates to the registration for resale or other disposition from time to time by White Lion Capital LLC dba White Lion GBM Innovation Fund (“White Lion” or the “Selling Stockholder”) of: (i) up to 9,500,000 shares of common stock of OSR Holdings, Inc. ( |
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| June 12, 2025 |
OSR Holdings, Inc. 10900 NE 4th Street, Suite 2300 Bellevue, WA 98004 OSR Holdings, Inc. 10900 NE 4th Street, Suite 2300 Bellevue, WA 98004 June 12, 2025 VIA EDGAR TRANSMISSION Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Attention: Jane Park Re: OSR Holdings, Inc. Registration Statement on Form S-1 (as amended) File No. 333-287626 REQUEST FOR ACCELERATION OF EFFECTIVENESS Ladies and Gentlemen: Pursuant |
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| June 10, 2025 |
As filed with the Securities and Exchange Commission on June 10, 2025 As filed with the Securities and Exchange Commission on June 10, 2025 Registration No. |
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| May 28, 2025 |
Exhibit 107 Title of Each Class of Securities to be Registered Amount to be registered Proposed Maximum Offering Price Per Unit Proposed Maximum Aggregate Offering Price Amount of Registration Fee Common Stock subject to ELOC 9,500,000 shares $ 1. |
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| May 28, 2025 |
As filed with the Securities and Exchange Commission on May 28, 2025 As filed with the Securities and Exchange Commission on May 28, 2025 Registration No. |
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| May 20, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to OSR HOLDINGS, INC. |
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| May 20, 2025 |
Common Stock Purchase Warrant, issued May 6, 2025, by OSR Holdings, Inc to White Lion Capital, LLC. Exhibit 10.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST |
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| May 20, 2025 |
Exhibit 10.2 NEITHER THE ISSUANCE NOR SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR |
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| May 20, 2025 |
Exhibit 10.4 AMENDMENT NO. 1 TO COMMON STOCK PURCHASE AGREEMENT BETWEEN OSR HOLDINGS INC. AND WHITE LION CAPITAL, LLC, DBA WHITE LION GBM INNOVATION FUND THIS AMENDMENT NO. 1 TO COMMON STOCK PURCHASE AGREEMENT (this “Amendment”), effective May 6, 2025 (the “Amendment Effective Date”), is by and between OSR Holdings, Inc., a Delaware corporation (the “Company”), and White Lion Capital, LLC, dba Whi |
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| May 20, 2025 |
Exhibit 10.1 NOTE PURCHASE AGREEMENT THIS NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of May 6, 2025 (the “Execution Date”), is entered into by and between OSR HOLDINGS, INC., a Delaware corporation (the “Company”), and WHITE LION CAPITAL, LLC, dba White Lion GBM Innovation Fund, a Nevada limited liability company (the “Buyer”). Each capitalized term used herein shall have the meaning asc |
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| May 15, 2025 |
OMB APPROVAL UNITED STATES OMB Number:3235-0058 SECURITIES AND EXCHANGE COMMISSION Expires: May 31, 2025 Washington, D. |
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| May 12, 2025 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 6, 2025 OSR HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-41390 84-5052822 (State or Other Jurisdiction (Commission File Number) (IRS Employer of |
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| May 12, 2025 |
Exhibit 10.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST |
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| May 12, 2025 |
Exhibit 10.1 NOTE PURCHASE AGREEMENT THIS NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of May 6, 2025 (the “Execution Date”), is entered into by and between OSR HOLDINGS, INC., a Delaware corporation (the “Company”), and WHITE LION CAPITAL, LLC, dba White Lion GBM Innovation Fund, a Nevada limited liability company (the “Buyer”). Each capitalized term used herein shall have the meaning asc |
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| May 12, 2025 |
Exhibit 10.2 NEITHER THE ISSUANCE NOR SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR |
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| May 12, 2025 |
Exhibit 10.4 AMENDMENT NO. 1 TO COMMON STOCK PURCHASE AGREEMENT BETWEEN OSR HOLDINGS INC. AND WHITE LION CAPITAL, LLC, DBA WHITE LION GBM INNOVATION FUND THIS AMENDMENT NO. 1 TO COMMON STOCK PURCHASE AGREEMENT (this “Amendment”), effective May 6, 2025 (the “Amendment Effective Date”), is by and between OSR Holdings, Inc., a Delaware corporation (the “Company”), and White Lion Capital, LLC, dba Whi |
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| April 22, 2025 |
Exhibit 19.1 BELLEVUE LIFE SCIENCES ACQUISITION CORP. Insider Trading Policy 1. INTRODUCTION Purpose This Insider Trading Policy (this “Policy”) was adopted by the Board of Directors to promote compliance with federal and state securities laws that prohibit insider trading and to preserve the reputation and integrity of Bellevue Life Sciences Acquisition Corp. (the “Company”). What Is Insider Trad |
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| April 22, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 14, 2025 OSR Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-41390 84-5052822 (State or Other Jurisdiction (Commission File Number) (IRS Empl |
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| April 22, 2025 |
Exhibit 99.2 Comparison of the Years Ended December 31, 2023 and 2024 The following table presents OSR Holdings’ statements of operations for the years ended December 31, 2023 and 2024, and the Korean won (KRW) and percentage change between the two years: Year Ended December 31, (Korean won in thousands) 2023 2024 Change $ Change % Net Sales: 4,453,551 4,815,262 361,711 8 % Cost of Sales 3,278,703 |
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| April 22, 2025 |
Exhibit 99.1 OSR Holdings Co., Ltd. and its subsidiaries Consolidated financial statements for the years ended December 31, 2024 and 2023 with the independent Registered Public Accounting Firm’s report OSR Holdings Co., Ltd. Table of contents Page Report of Independent Registered Public Accounting Firm 1 Consolidated financial statements 2 Consolidated balance sheets 3 Consolidated statements of o |
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| April 22, 2025 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Introduction On May 23, 2024, BLAC and OSR Holdings entered into an Amended & Restated Business Combination Agreement. The Amended and Restated Business Combination Agreement was amended on December 20, 2024. The following unaudited pro forma condensed combined financial information (the “Pro Forma Information”) presents the |
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| April 22, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to OSR HOLDINGS, INC. |
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| April 1, 2025 |
OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB Number: 3235-0058 Expires: April 30, 2025 Estimated average burden hours per response. 2.50 SEC FILE NUMBER 001-41390 CUSIP NUMBER 68840D102 (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, |
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| March 25, 2025 |
OSR Holdings Appoints Dr. Constance Höfer as Chief Scientific Officer Exhibit 99.1 OSR Holdings Appoints Dr. Constance Höfer as Chief Scientific Officer March 25, 2025 — OSR Holdings, Inc. (NASDAQ: OSRH), a global healthcare company dedicated to advancing healthcare outcomes and improving the quality of life for people and their families, today announced the appointment of Dr. Constance Höfer as its new Chief Scientific Officer (CSO). Dr. Höfer, a seasoned leader in |
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| March 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 24, 2025 OSR HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-41390 84-5052822 (State or other jurisdiction of incorporation) (Commission File |
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| February 28, 2025 |
Exhibit 10.1 EXECUTION COPY COMMON STOCK PURCHASE AGREEMENT This Common Stock Purchase Agreement (this “ Agreement ”) is entered into effective as February 25 , 2025 (the “ Execution Date ”), by and between OSR Holdings Inc . , a Delaware corporation (the “ Company ”), and White Lion Capital, LLC, dba White Lion GBM Innovation Fund, a Nevada limited liability company (the “ Investor ”) . WHEREAS , |
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| February 28, 2025 |
Exhibit 10.2 EXECUTION COPY REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “ Agreement ”) is entered into effective as February 25 , 2025 (the “ Execution Date ”), by and between OSR Holdings Inc . , a corporation organized under the laws of Delaware (the “ Company ”), and White Lion Capital, LLC, dba White Lion GBM Innovation Fund, a Nevada limited liability company (the “ |
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| February 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 25, 2025 OSR HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-41390 84-5052822 (State or Other Jurisdiction (Commission File Number) (IRS Employ |
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| February 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 14, 2025 OSR Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-41390 84-5052822 (State or Other Jurisdiction (Commission File Number) (IRS Employ |
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| February 21, 2025 |
Exhibit 99.1 Comparison of the Three Months Ended September 30, 2023 and 2024 The following table presents OSR Holdings’s statement of operations data for the three months ended September 30, 2023 and 2024, and the Korean won (KRW) and percentage change between the two periods: Three Months Ended September 30, (Korean Won in thousands) 2023 2024 Change $ Change % (Unaudited) Net Sales: 1,154,906 1 |
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| February 21, 2025 |
Form of Non-Participating Joinder Exhibit 10.2 JOINDER (Non-Participating Stockholder Form) This JOINDER (this “Joinder”) is entered into by and between the undersigned Non-Participating Company Stockholder set forth on the signature page hereto (the “Joined Party”) and Bellevue Life Sciences Acquisition Corp., a Delaware corporation (“BLAC”). Capitalized terms used but not defined herein shall have the meanings set forth in the A |
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| February 21, 2025 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.4 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Introduction On May 23, 2024, BLAC and OSR Holdings entered into an Amended & Restated Business Combination Agreement. The Amended and Restated Business Combination Agreement was amended on December 20, 2024. The following unaudited pro forma condensed combined financial information (the “Pro Forma Information”) presents the |
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| February 21, 2025 |
Exhibit 99.2 OSR Holdings Co., Ltd. and its subsidiaries Consolidated financial statements for the years ended December 31, 2023 and 2022 with the independent Registered Public Accounting Firm’s report OSR Holdings Co., Ltd. Table of contents Page Report of Independent Registered Public Accounting Firm 1 Consolidated financial statements Consolidated balance sheets 3 Consolidated statements of ope |
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| February 21, 2025 |
Exhibit 99.5 CHARTER OF THE CORPORATE GOVERNANCE AND NOMINATION COMMITTEE OF THE BOARD OF DIRECTORS OF OSR HOLDINGS, INC. I. STATUS The Corporate Governance and Nomination Committee (the “Nominating Committee”) is a committee of the Board of Directors (the “Board”) of OSR Holdings, Inc. (the “Company”). II. PURPOSE The purpose of the Nominating Committee is to, among other things, discharge the re |
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| February 21, 2025 |
Form of Indemnification Agreement Exhibit 10.4 DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT This DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT (as amended from time to time, this “Agreement”), is made and entered into as of February 14, 2025 (the “Effective Date”), by and between OSR Holdings, Inc., a Delaware corporation, formerly known as “Bellevue Life Sciences Acquisition Corp.” (the “Company”), and the undersigned (“Indemn |
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| February 21, 2025 |
Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT Name Jurisdiction of Formation OSR Holdings Co., Ltd.(1) Republic of Korea Vaximm AG Switzerland Darnatein Co., Ltd. Republic of Korea RMC Co., Ltd. Republic of Korea * Indirect subsidiaries are indicated by indentation. (1) OSR Holdings, Inc. owns approximately 67% of the issued and outstanding shares of Series A common stock of OSR Holdings Co., Ltd. |
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| February 21, 2025 |
Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF OSR HOLDINGS, INC. ARTICLE I Meetings of Stockholders Section 1.1 Annual Meetings. If required by applicable law, an annual meeting of stockholders shall be held for the election of directors at such date, time and place, if any, either within or without the State of Delaware, as may be designated by resolution or resolutions of the Board of Directors (th |
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| February 21, 2025 |
Exhibit 10.3 LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of the Closing Date as set forth below by and between the undersigned stockholder (the “Holder”) and OSR Holdings, Inc., a Delaware corporation (“New OSR”). WHEREAS, New OSR, OSR Holdings Co., Ltd., a corporation organized under the laws of the Republic of Korea (the “Company”), each Participating Company Stockhol |
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| February 21, 2025 |
Exhibit 99.3 OSR Holdings Co., Ltd. and its subsidiaries Consolidated financial statements for the periods ended September 30, 2024 and 2023 with the independent Registered Public Accounting Firm’s review report OSR Holdings Co., Ltd. Table of contents Page Report of Independent Registered Public Accounting Firm 1 Consolidated financial statements Consolidated balance sheets 3 Consolidated stateme |
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| February 21, 2025 |
Exhibit 10.1 JOINDER (Participating Stockholder Form) This JOINDER (this “Joinder”) is entered into by and between the undersigned Participating Company Stockholder set forth on the signature page hereto (the “Joined Party”) and Bellevue Life Sciences Acquisition Corp., a Delaware corporation (“BLAC”). Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement |
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| February 18, 2025 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 14, 2025 OSR HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-41390 84-5052822 (State or Other Jurisdiction (Commission File Number) (IRS Employ |
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| February 18, 2025 |
Exhibit 99.1 OSR Holdings, Inc. and OSR Holdings Co., Ltd. Announce Completion of Business Combination OSR Holdings, Inc. to Begin Trading on the Nasdaq Stock Market LLC on Tuesday, February 18, 2025 Under the symbol “OSRH” February 14, 2025 — OSR Holdings, Inc. (formerly Bellevue Life Sciences Acquisition Corp. (the “Company”)) and OSR Holdings Co., Ltd. (“OSR”) announced today the completion of |
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| February 13, 2025 |
Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BELLEVUE LIFE SCIENCES ACQUISITION CORP. The present name of the corporation is “Bellevue Life Sciences Acquisition Corp.” The corporation was incorporated under the name “Bellevue Life Sciences Acquisition Corp.” by the filing of its original certificate of incorporation with the Secretary of State of the State of Delaware on Februa |
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| February 13, 2025 |
Amended and Restated Certificate of Incorporation Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BELLEVUE LIFE SCIENCES ACQUISITION CORP. The present name of the corporation is “Bellevue Life Sciences Acquisition Corp.” The corporation was incorporated under the name “Bellevue Life Sciences Acquisition Corp.” by the filing of its original certificate of incorporation with the Secretary of State of the State of Delaware on Februa |
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| February 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 13, 2025 OSR HOLDINGS, INC (Exact Name of Registrant as Specified in Charter) Delaware 001-41390 84-5052822 (State or Other Jurisdiction (Commission File Number) (IRS Employe |
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| February 13, 2025 |
Exhibit 99.1 Bellevue Life Sciences Acquisition Corp. Announces Approval of Business Combination Proposal And Name Change to OSR Holdings, Inc. February 13, 2025 — Bellevue Life Sciences Acquisition Corp. (“BLAC”) announced today the approval of each of the proposals presented at the special meeting of its stockholders (the “Special Meeting”) held today, including the proposal for the business com |
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| February 13, 2025 |
Exhibit 99.1 Bellevue Life Sciences Acquisition Corp. Announces Approval of Business Combination Proposal And Name Change to OSR Holdings, Inc. February 13, 2025 — Bellevue Life Sciences Acquisition Corp. (“BLAC”) announced today the approval of each of the proposals presented at the special meeting of its stockholders (the “Special Meeting”) held today, including the proposal for the business com |
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| February 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 13, 2025 OSR HOLDINGS, INC (Exact Name of Registrant as Specified in Charter) Delaware 001-41390 84-5052822 (State or Other Jurisdiction (Commission File Number) (IRS Employe |
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| February 11, 2025 |
JOINT FILING STATEMENT PURSUANT TO RULE 13D-1(K)(1) EX-99.1 2 ea023014301ex99-1bellevue.htm JOINT FILING AGREEMENT Exhibit 99.1 CUSIP No. 079174108 JOINT FILING STATEMENT PURSUANT TO RULE 13D-1(K)(1) The undersigned hereby consent and agree to the joint filing of Schedule 13G under the Securities Exchange Act of 1934, as amended, with respect to the Common Stock of Bellevue Life Sciences Acquisition Corp. together with any or all amendments thereto |
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| January 31, 2025 |
Filed under 424(b)(3) Registration No. 333-280590 PROXY STATEMENT FOR THE SPECIAL MEETING OF BELLEVUE LIFE SCIENCES ACQUISITION CORP. AND PROSPECTUS FOR 24,461,214 SHARES OF COMMON STOCK OF BELLEVUE LIFE SCIENCES ACQUISITION CORP. To the Stockholders of Bellevue Life Sciences Acquisition Corp.: You are cordially invited to attend the special meeting of Bellevue Life Sciences Acquisition Corp., a D |
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| January 30, 2025 |
BELLEVUE LIFE SCIENCES ACQUISITION CORP. 10900 NE 4th Street, Suite 2300 Bellevue, WA 98004 January 30, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attn: Kristin Lochhead Li Xiao Juan Grana Katherine Bagley Re: Registration Statement on Form S-4 File No.: 333-280590 Request for Acceleration of Effectiveness Ladies a |
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| January 29, 2025 |
As filed with the Securities and Exchange Commission on January 29, 2025 As filed with the Securities and Exchange Commission on January 29, 2025 Registration No. |
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| January 29, 2025 |
January 29, 2025 K&L Gates LLP 925 4th Avenue, #2900 Seattle, WA 98104 T +1 206 579-0092 klgates. |
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| January 24, 2025 |
As filed with the Securities and Exchange Commission on January 23, 2025 As filed with the Securities and Exchange Commission on January 23, 2025 Registration No. |
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| January 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 23, 2025 BELLEVUE LIFE SCIENCES ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-41390 84-5052822 (State or Other Jurisdiction (Commission Fil |
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| January 23, 2025 |
Exhibit 10.1 SECOND AMENDMENT TO PROMISSORY NOTES Reference is made to those certain promissory notes listed on Exhibit A hereto (each, a “Note” and, collectively, the “Notes”), between Bellevue Life Sciences Acquisition Corp., a Delaware corporation, and Bellevue Global Life Sciences Investors, LLC, a Delaware limited liability company. 1. Amendment of the Maturity Date. The parties hereto agree |
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| January 23, 2025 |
January 23, 2025 K&L Gates LLP 925 4th Avenue, #2900 Seattle, WA 98104 T +1 206 579-0092 klgates. |
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| January 10, 2025 |
Exhibit 10.1 AMENDMENT TO PROMISSORY NOTES Reference is made to those certain promissory notes listed on Exhibit A hereto (each, a “Note” and, collectively, the “Notes”), between Bellevue Life Sciences Acquisition Corp., a Delaware corporation, and Bellevue Global Life Sciences Investors, LLC, a Delaware limited liability company. 1. Extension of the Maturity Date. The parties hereto agree that Se |
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| January 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 9, 2025 BELLEVUE LIFE SCIENCES ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-41390 84-5052822 (State or Other Jurisdiction of Incorporation |
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| December 27, 2024 |
Exhibit 10.35 BELLEVUE LIFE SCIENCES ACQUISITION CORP. SERIES A PREFERRED STOCK FIRST AMENDMENT TO SUBSCRIPTION AGREEMENT This FIRST AMENDMENT TO THE SUBSCRIPTION AGREEMENT (this “Amendment”) is made as of the date set forth on the signature page hereto, by and between Bellevue Life Sciences Acquisition Corp., a Delaware corporation (the “Company”), and Toonon Partners Co., Ltd., a corporation org |
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| December 27, 2024 |
Table of Contents As filed with the Securities and Exchange Commission on December 27, 2024. |
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| December 27, 2024 |
K&L Gates LLP 925 4th Avenue, #2900 Seattle, WA 98104 T +1 206 579-0092 klgates.com December 27, 2024 VIA EDGAR CORRESPONDENCE U.S. Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services 100 F Street N.E. Washington, D.C. 20549 Attn: Kristin Lochhead Li Xiao Juan Grana Katherine Bagley Re: Bellevue Life Sciences Acquisition Corp. Amendment |
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| December 27, 2024 |
Exhibit 10.34 Execution Version BELLEVUE LIFE SCIENCES ACQUISITION CORP. SERIES A REDEEMABLE PREFERRED STOCK SUBSCRIPTION AGREEMENT This agreement (the “Agreement’) is entered into as of the Effective Date set forth on the signature page hereto by and between Bellevue Life Sciences Acquisition Corp., a Delaware corporation (the “Company”) and the subscriber identified on the signature page hereto |
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| December 27, 2024 |
Exhibit 10.7 DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT This DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT (as amended from time to time, this “Agreement”), is made and entered into as of , 2025 (the “Effective Date”), by and between OSR Holdings, Inc., a Delaware corporation, formerly known as “Bellevue Life Sciences Acquisition Corp.” (the “Company”), and the undersigned (“Indemnitee”). WHE |
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| December 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 17, 2024 BELLEVUE LIFE SCIENCES ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-41390 84-5052822 (State or Other Jurisdiction of Incorporati |
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| December 23, 2024 |
425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 17, 2024 BELLEVUE LIFE SCIENCES ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-41390 84-5052822 (State or Other Jurisdiction of Incorpo |
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| December 23, 2024 |
Exhibit 10.1 BELLEVUE LIFE SCIENCES ACQUISITION CORP. SERIES A PREFERRED STOCK FIRST AMENDMENT TO SUBSCRIPTION AGREEMENT This FIRST AMENDMENT TO THE SUBSCRIPTION AGREEMENT (this “Amendment”) is made as of the date set forth on the signature page hereto, by and between Bellevue Life Sciences Acquisition Corp., a Delaware corporation (the “Company”), and Toonon Partners Co., Ltd., a corporation orga |
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| December 23, 2024 |
Exhibit 2.1 BELLEVUE LIFE SCIENCES ACQUISITION CORP. FIRST AMENDMENT TO AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT This FIRST AMENDMENT TO THE AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT (this “Amendment”) is made as of the date set forth on the signature page hereto, by and between Bellevue Life Sciences Acquisition Corp., a Delaware corporation (the “Company”), and OSR Holdings |
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| November 14, 2024 |
SC 13G 1 fp0091017-5sc13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 0)* Bellevue Life Sciences Acquisition Corp. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Secur |
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| November 14, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OF 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to BELLEVUE LIFE SCIENCES ACQUISITION CORP. |
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| November 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 12, 2024 BELLEVUE LIFE SCIENCES ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-41390 84-5052822 (State or Other Jurisdiction of Incorporati |
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| November 12, 2024 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BELLEVUE LIFE SCIENCES ACQUISITION CORP. Bellevue Life Sciences Acquisition Corp., a corporation existing under the laws of the State of Delaware (the “Corporation”), by its Chief Executive Officer, hereby certifies as follows: 1. The name of the Corporation is Bellevue Life Sciences Acquisition Corp. |
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| November 8, 2024 |
Loan Agreement, dated July 11, 2024, by and between BCM Europe AG and OSR Holdings Co., Ltd. EX-10.32 Exhibit 10.32 Loan Agreement between BCM Europe AG (CHE-350.189.177) “Lender” Acting by Kuk Hyoun Hwang, CEO Gotthardstrasse 26, Zug, Switzerland and OSR Holdings Ltd. “Borrower” Acting by Gihyoun Bang, CFO Hoedong-gil 37-36, B 3FL, Paju, Gyeonggi-do Republic of Korea 100881 hereinafter jointly referred to as “Parties” and individually referred to as “Party” regarding Provision of Working |
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| November 8, 2024 |
EX-99.5 Exhibit 99.5 Consent to be Named as a Director Nominee In connection with the filing by Bellevue Life Sciences Acquisition Corp. (the “Company”) of the Registration Statement on Form S-4 with the US Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee |
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| November 8, 2024 |
EX-10.33 Exhibit 10.33 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. MPNT-2022-0021 Distribution Agreement This Distribution Agreement (this “Agreement”) is dated January 1st, 2023, (the “Effective Date”) and is between: MicroPort NeuroTec |
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| November 8, 2024 |
Loan Agreement, dated March 25, 2024, by and between BCM Europe AG and OSR Holdings Co., Ltd. EX-10.31 Exhibit 10.31 Loan Agreement between BCM Europe AG (CHE-350.189.177) “Lender” Acting by Kuk Hyoun Hwang, CEO Gotthardstrasse 26, Zug, Switzerland and OSR Holdings Ltd. “Borrower” Acting by Soo Eun Nam, CFO Hoedong-gil 37-36, B 3FL, Paju, Gyeonggi-do Republic of Korea 100881 hereinafter jointly referred to as “Parties” and individually referred to as “Party” regarding Provision of Working |
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| November 8, 2024 |
Loan Agreement dated November 6, 2023 between Sung Jae Yu and OSR Holdings Co., Ltd. EX-10.29 Exhibit 10.29 Loan Agreement Lender (“Party A”) Address: Dongpangyo-ro 155, 707-803, Bundang-gu, Songnam, Gyeonggi-do Resident No.: [**] Name: Sung Jae YU Borrower (“Party B”) Address: Hoedong-gil 37-36, 3FL, Paju, Gyeonggi-do Business Registration No.: 589-86-01485 Name: OSR Holdings Co., Ltd. Representative: Kuk Hyoun HWANG On November 9, 2023, Party A and Party B entered into the follo |
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| November 8, 2024 |
Loan Agreement, dated February 22, 2024, by and between BCM Europe AG and OSR Holdings Co., Ltd. EX-10.30 Exhibit 10.30 Loan Agreement between BCM Europe AG (CHE-350.189.177) “Lender” Acting by Kuk Hyoun Hwang, CEO Gotthardstrasse 26, Zug, Switzerland and OSR Holdings Ltd. “Borrower” Acting by Soo Eun Nam, CFO Hoedong-gil 37-36, B 3FL, Paju, Gyeonggi-do Republic of Korea 100881 hereinafter jointly referred to as “Parties” and individually referred to as “Party” regarding Provision of Working |
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| November 8, 2024 |
Table of Contents As filed with the Securities and Exchange Commission on November 8, 2024. |
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| November 8, 2024 |
EX-99.6 Exhibit 99.6 Consent to be Named as a Director Nominee In connection with the filing by Bellevue Life Sciences Acquisition Corp. (the “Company”) of the Registration Statement on Form S-4 with the US Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee |
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| November 8, 2024 |
CORRESP U.S. Securities and Exchange Commission November 8th, 2024 Page 1 K&L Gates LLP 925 4th Avenue, #2900 Seattle, WA 98104 T +1 206 579-0092 klgates.com November 8th, 2024 VIA EDGAR CORRESPONDENCE U.S. Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services 100 F Street N.E. Washington, D.C. 20549 Attn: Kristin Lochhead Li Xiao Juan Gr |
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| November 8, 2024 |
List of Subsidiaries of Combined Company EX-21.1 Exhibit 21.1 SUBSIDIARIES OF OSR Holdings Inc. Company Name Jurisdiction OSR Holdings Co., Ltd. Korea Vaximm AG Switzerland Darnatein Co., Ltd. Korea RMC Co., Ltd. Korea |
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| November 8, 2024 |
EX-10.34 Exhibit 10.34 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. Trial Agreement (Evaluation & Analysis) Safety Test for “DRT-101” December 1, 2023 A : Darnatein Co., Ltd. B : Biotoxtech Co., Ltd. This document may not be modified, alt |
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| October 28, 2024 |
425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 25, 2024 BELLEVUE LIFE SCIENCES ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-41390 84-5052822 (State or Other Jurisdiction of Incorpor |
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| October 28, 2024 |
DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| October 28, 2024 |
EX-10.1 EXHIBIT 10.1 PROMISSORY NOTE Principal Amount: $300,000 Dated October 25, 2024 OSR Holdings Co., Ltd., a corporation organized under the laws of the Republic of Korea (the “Maker”), promises to pay to the order of Bellevue Life Sciences Acquisition Corp., a Delaware corporation (the “Payee”), or its registered assigns or successors in interest, the principal sum of three hundred thousand d |
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| October 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 25, 2024 BELLEVUE LIFE SCIENCES ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-41390 84-5052822 (State or Other Jurisdiction of Incorporatio |
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| October 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 16, 2024 BELLEVUE LIFE SCIENCES ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-41390 84-5052822 (State or Other Jurisdiction of Incorporatio |
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| October 22, 2024 |
EXHIBIT 10.1 NEITHER THIS PROMISSORY NOTE (“NOTE”) NOR THE SECURITIES ISSUABLE UPON CONVERSION HEREOF (THE “SECURITIES”) HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE SALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION |
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| October 18, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14 |
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| October 15, 2024 |
Exhibit 10.1 PROMISSORY NOTE Principal Amount: $40,000 Dated October 10, 2024 Bellevue Life Sciences Acquisition Corp., a Delaware corporation and blank check company (the “Maker”), promises to pay to the order of Jun Chul Whang or his registered assigns or successors in interest (the “Payee”), the principal sum of forty thousand dollars ($40,000) in lawful money of the United States of America, o |
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| October 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 10, 2024 BELLEVUE LIFE SCIENCES ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-41390 84-5052822 (State or Other Jurisdiction of Incorporatio |
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| October 10, 2024 |
Exhibit 10.1 BELLEVUE LIFE SCIENCES ACQUISITION CORP. SERIES A REDEEMABLE PREFERRED STOCK SUBSCRIPTION AGREEMENT This agreement (the “Agreement”) is entered into as of the Effective Date set forth on the signature page hereto by and between Bellevue Life Sciences Acquisition Corp., a Delaware corporation (the “Company”) and the subscriber identified on the signature page hereto (the “Subscriber”). |
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| October 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 4, 2024 BELLEVUE LIFE SCIENCES ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-41390 84-5052822 (State or Other Jurisdiction of Incorporation |
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| October 10, 2024 |
Entry into a Material Definitive Agreement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 4, 2024 BELLEVUE LIFE SCIENCES ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-41390 84-5052822 (State or Other Jurisdiction of Incorporation |
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| October 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 4, 2024 BELLEVUE LIFE SCIENCES ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-41390 84-5052822 (State or Other Jurisdiction of Incorporation |
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| September 24, 2024 |
Exhibit 10.1 AMENDMENT TO PROMISSORY NOTE Reference is made to that certain promissory note, dated February 9, 2024 (the “Note”), between Bellevue Life Sciences Acquisition Corp., a Delaware corporation, and Jun Chul Whang. Capitalized terms used herein and not defined herein shall have the meanings ascribed to such terms in the Note. 1. Extension of the Maturity Date. The parties hereto agree tha |
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| September 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 20, 2024 BELLEVUE LIFE SCIENCES ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-41390 84-5052822 (State or Other Jurisdiction of Incorporat |
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| September 24, 2024 |
Exhibit 10.2 AMENDMENT TO PROMISSORY NOTE Reference is made to that certain promissory note, dated March 8, 2024 (the “Note”), between Bellevue Life Sciences Acquisition Corp., a Delaware corporation, and Josh Pan. Capitalized terms used herein and not defined herein shall have the meanings ascribed to such terms in the Note. 1. Extension of the Maturity Date. The parties hereto agree that Section |
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| September 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 10, 2024 BELLEVUE LIFE SCIENCES ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-41390 84-5052822 (State or Other Jurisdiction (Commission ( |
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| August 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 20, 2024 BELLEVUE LIFE SCIENCES ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-41390 84-5052822 (State or Other Jurisdiction of Incorporation |
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| August 19, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OF 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to BELLEVUE LIFE SCIENCES ACQUISITION CORP. |
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| August 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 13, 2024 BELLEVUE LIFE SCIENCES ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-41390 84-5052822 (State or Other Jurisdiction of Incorporation |
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| August 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☑ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition |
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| August 14, 2024 |
SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Bellevue Life Sciences Acquisition Corp. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 079174108 (CUSIP Number) June 30, 2024 (Date of Event which Requires Filing of this Statement) Check the appropria |
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| August 14, 2024 |
JOINT FILING STATEMENT PURSUANT TO RULE 13D-1(K)(1) EX-99.1 2 d820611dex991.htm EX-99.1 EXHIBIT 99.1 CUSIP No. 079174108 JOINT FILING STATEMENT PURSUANT TO RULE 13D-1(K)(1) The undersigned hereby consent and agree to the joint filing of Schedule 13G under the Securities Exchange Act of 1934, as amended, with respect to the Common Stock of Bellevue Life Sciences Acquisition Corp. together with any or all amendments thereto, when and if required. The |
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| July 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 11, 2024 BELLEVUE LIFE SCIENCES ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-41390 84-5052822 (State or Other Jurisdiction of Incorporation) |
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| July 16, 2024 |
EXHIBIT 10.1 PROMISSORY NOTE Principal Amount: $300,000 Dated July 11, 2024 Bellevue Life Sciences Acquisition Corp., a Delaware corporation and blank check company (the “Maker”), promises to pay to the order of Bellevue Global Life Sciences Investors LLC or its registered assigns or successors in interest (the “Payee”), the principal sum of three hundred thousand dollars ($300,000) in lawful mone |
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| June 28, 2024 |
Exhibit 99.4 Consent to be Named as a Director Nominee In connection with the filing by Bellevue Life Sciences Acquisition Corp. (the “Company”) of the Registration Statement on Form S-4 with the US Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the |
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| June 28, 2024 |
Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by Bellevue Life Sciences Acquisition Corp. (the “Company”) of the Registration Statement on Form S-4 with the US Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the |
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| June 28, 2024 |
CORRESP U.S. Securities and Exchange Commission June 28, 2024 Page 1 K&L GATES LLP 925 4th Avenue, #2900 SEATTLE, WA 98104 T +1 206 579-0092 klgates.com June 28, 2024 VIA EDGAR CORRESPONDENCE U.S. Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services 100 F Street N.E. Washington, D.C. 20549 Attn: Kristin Lochhead Li Xiao Juan Grana |
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| June 28, 2024 |
Table of Contents As filed with the Securities and Exchange Commission on June 28, 202 4. |
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| June 28, 2024 |
Calculation of Filing Fee Tables Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) Bellevue Life Sciences Acquisition Corp. |
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| June 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 23, 2024 BELLEVUE LIFE SCIENCES ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-41390 84-5052822 (State or Other Jurisdiction of Incorporation) |
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| June 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 7, 2024 BELLEVUE LIFE SCIENCES ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-41390 84-5052822 (State or Other Jurisdiction (Commission (IRS Em |
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| May 30, 2024 |
Exhibit 2.1 AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT by and among OSR HOLDINGS CO., LTD., BELLEVUE LIFE SCIENCES ACQUISITION CORP. and THE COMPANY STOCKHOLDERS (AS DEFINED HEREIN) TABLE OF CONTENTS Page ARTICLE I CERTAIN DEFINITIONS 3 1.01 Certain Definitions 3 1.02 Construction 15 ARTICLE II THE BUSINESS COMBINATION; CLOSING 16 2.01 Share Exchange 16 2.02 Delivery of Shares 16 2.03 Tre |
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| May 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 23, 2024 BELLEVUE LIFE SCIENCES ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-41390 84-5052822 (State or Other Jurisdiction (Commission (IRS Em |
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| May 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 23, 2024 BELLEVUE LIFE SCIENCES ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-41390 84-5052822 (State or Other Jurisdiction (Commission (IRS Em |
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| May 15, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OF 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to BELLEVUE LIFE SCIENCES ACQUISITION CORP. |
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| May 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 14, 2024 BELLEVUE LIFE SCIENCES ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-41390 84-5052822 (State or Other Jurisdiction of Incorporation) ( |
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| May 14, 2024 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BELLEVUE LIFE SCIENCES ACQUISITION CORP. Bellevue Life Sciences Acquisition Corp., a corporation existing under the laws of the State of Delaware (the “Corporation”), by its Chief Executive Officer, hereby certifies as follows: 1. The name of the Corporation is Bellevue Life Sciences Acquisition Corp. |
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| May 14, 2024 |
Exhibit 10.1 PROMISSORY NOTE Principal Amount: $140,000 Dated May 14, 2024 Bellevue Life Sciences Acquisition Corp., a Delaware corporation and blank check company (the “Maker”), promises to pay to the order of Bellevue Global Life Sciences Investors LLC or its registered assigns or successors in interest (the “Payee”), the principal sum of one hundred and forty thousand dollars ($140,000) in lawf |
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| May 13, 2024 |
EX-99.1 EXHIBIT 99.1 Bellevue Life Sciences Acquisitions Corp. Reminds Stockholders to Vote in Favor of Extension at May 14, 2024 Stockholder Meeting Bellevue, WA—May 13, 2024—As previously announced, on May 10, 2024, Bellevue Life Sciences Acquisitions Corp. (Nasdaq: BLAC) (“BLAC”) convened a special meeting of stockholders (the “Special Meeting”), adjourned the Special Meeting without any busine |
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| May 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2024 BELLEVUE LIFE SCIENCES ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-41390 84-5052822 (State or Other Jurisdiction of Incorporation) ( |
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| May 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2024 BELLEVUE LIFE SCIENCES ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-41390 84-5052822 (State or Other Jurisdiction of Incorporation) ( |
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| May 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2024 BELLEVUE LIFE SCIENCES ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-41390 84-5052822 (State or Other Jurisdiction (Commission (IRS Em |
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| May 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2024 BELLEVUE LIFE SCIENCES ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-41390 84-5052822 (State or Other Jurisdiction (Commission (IRS Em |
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| April 26, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14 |
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| April 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 17, 2024 BELLEVUE LIFE SCIENCES ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-41390 84-5052822 (State or Other Jurisdiction of Incorporation) |
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| April 22, 2024 |
Exhibit 10.1 PROMISSORY NOTE Principal Amount: $50,000 Dated April 17, 2024 Bellevue Life Sciences Acquisition Corp., a Delaware corporation and blank check company (the “Maker”), promises to pay to the order of Bellevue Global Life Sciences Investors LLC or its registered assigns or successors in interest (the “Payee”), the principal sum of fifty thousand dollars ($50,000) in lawful money of the |
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| April 17, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to BELLEVUE LIFE SCIENCES ACQUISITION CORP. |
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| April 17, 2024 |
Exhibit 21.1 SUBSIDIARIES OF BELLEVUE LIFE SCIENCES ACQUISITION CORP. None. |
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| April 16, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14 |
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| April 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 8, 2024 BELLEVUE LIFE SCIENCES ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-41390 84-5052822 (State or Other Jurisdiction (Commission (IRS E |
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| April 11, 2024 |
EXHIBIT 10.1 PROMISSORY NOTE Principal Amount: $1,200,000 Dated April 8, 2024 Bellevue Life Sciences Acquisition Corp., a Delaware corporation and blank check company (the "Maker"), promises to pay to the order of Bellevue Global Life Sciences Investors LLC or its registered assigns or successors in interest (the "Payee"), the principal sum of one million, two hundred thousand dollars ($1,200,000) |
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| April 2, 2024 |
SECURITIES AND EXCHANGE COMMISSION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2025 Estimated average burden hours per response 2.50 SEC FILE NUMBER 001-41390 CUSIP NUMBER 079174108 (Check one): ☒ Form 10-K ☐ F |
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| March 13, 2024 |
EXHIBIT 10.1 PROMISSORY NOTE Principal Amount: $60,000 March 8, 2024 Bothell, Washington State Bellevue Life Sciences Acquisition Corp., a Delaware corporation and blank check company (the "Maker"), promises to pay to the order of Josh Pan or his registered assigns or successors in interest (the "Payee"), or order, the principal sum of sixty thousand dollars ($60,000) in lawful money of the United |
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| March 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 8, 2024 BELLEVUE LIFE SCIENCES ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-41390 84-5052822 (State or Other Jurisdiction (Commission (IRS E |
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| February 29, 2024 |
DRSLTR K&L GATES LLP 925 4th Avenue, #2900 SEATTLE, WA 98104 T +1 206 579-0092 klgates. |
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| February 29, 2024 |
Table of Contents As confidentially submitted to the Securities and Exchange Commission on February 29, 2024. |
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| February 21, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 15, 2024 BELLEVUE LIFE SCIENCES ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-41390 84-5052822 (State or Other Jurisdiction (Commission (I |
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| February 13, 2024 |
EXHIBIT 10.1 PROMISSORY NOTE Principal Amount: $75,000 February 9, 2024 New York, New York Bellevue Life Sciences Acquisition Corp., a Delaware corporation and blank check company (the "Maker"), promises to pay to the order of Jun Chul Whang or his registered assigns or successors in interest (the "Payee"), or order, the principal sum of seventy-five thousand dollars ($75,000) in lawful money of t |
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| February 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 9, 2024 BELLEVUE LIFE SCIENCES ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-41390 84-5052822 (State or Other Jurisdiction (Commission (IR |
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| February 13, 2024 |
EXHIBIT 3.1 STATE OF DELAWARE CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BELLEVUE LIFE SCIENCES ACQUISITION CORP. Bellevue Life Sciences Acquisition Corp., a corporation existing under the laws of the State of Delaware (the “Corporation”), by its Chief Executive Officer, hereby certifies as follows: 1. The name of the Corporation is Bellevue Life Sciences |
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| February 8, 2024 |
SC 13G 1 sc13g.htm SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Bellevue Life Sciences Acquisition Corp. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 079174108 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check t |
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| December 27, 2023 |
CORRESP K&L GATES LLP 925 Fourth Avenue Suite 2900 Seattle, WA 98104 T +1 206 623-7580 klgates. |
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| December 21, 2023 |
DRSLTR K&L GATES LLP 925 4th Avenue, #2900 SEATTLE, WA 98104 T +1 206 579-0092 klgates. |
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| December 21, 2023 |
Table of Contents As confidentially submitted to the Securities and Exchange Commission on December 21, 2023. |
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| November 16, 2023 |
Exhibit 99.1 OSR Holdings Co., Ltd. Enters Into Business Combination Agreement with Bellevue Life Sciences Acquisition Corp. BELLEVUE, WA & SEOUL, KR, November 16, 2023 - Bellevue Life Sciences Acquisition Corp. (Nasdaq: BLAC), a publicly traded special purpose acquisition company (“BLAC”), and OSR Holdings Co., Ltd. (“OSR Holdings”), a global healthcare holding company, announced today that they |
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| November 16, 2023 |
Exhibit 10.3 PROMISSORY NOTE Principal Amount: $180,000 Dated as of November 13, 2023 New York, New York Bellevue Life Sciences Acquisition Corp., a Delaware corporation and blank check company (the “Maker”), promises to pay to the order of Bellevue Capital Management LLC or its registered assigns or successors in interest (the “Payee”), or order, the principal sum of one hundred eighty thousand d |
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| November 16, 2023 |
Exhibit 10.4 BELLEVUE LIFE SCIENCES ACQUISITION CORP. INCENTIVE-BASED COMPENSATION RECOVERY POLICY 1. Policy Purpose. The purpose of this Bellevue Life Sciences Acquisition Corp. (the “Company”) Incentive-Based Compensation Recovery Policy (this “Policy”) is to enable the Company to recover Erroneously Awarded Compensation in the event that the Company is required to prepare an Accounting Restatem |
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| November 16, 2023 |
Exhibit 2.1 BUSINESS COMBINATION AGREEMENT dated as of November 16, 2023 by and among OSR HOLDINGS CO., LTD., BELLEVUE LIFE SCIENCES ACQUISITION CORP. and THE COMPANY STOCKHOLDERS (AS DEFINED HEREIN) TABLE OF CONTENTS Page ARTICLE I CERTAIN DEFINITIONS 2 1.01 Certain Definitions 2 1.02 Construction 15 ARTICLE II THE BUSINESS COMBINATION; CLOSING 15 2.01 Share Exchange 15 2.02 Delivery of Shares 16 |
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| November 16, 2023 |
Exhibit 10.2 JOINDER (Non-Participating Stockholder Form) This JOINDER (this “Joinder”) is entered into by and between the undersigned Non-Participating Company Stockholder set forth on the signature page hereto (the “Joined Party”) and Bellevue Life Sciences Acquisition Corp., a Delaware corporation (“BLAC”). Capitalized terms used but not defined herein shall have the meanings set forth in the A |
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| November 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 13, 2023 BELLEVUE LIFE SCIENCES ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-41390 84-5052822 (State or Other Jurisdiction of Incorporati |
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| November 16, 2023 |
Exhibit 10.1 JOINDER (Participating Stockholder Form) This JOINDER (this “Joinder”) is entered into by and between the undersigned Participating Company Stockholder set forth on the signature page hereto (the “Joined Party”) and Bellevue Life Sciences Acquisition Corp., a Delaware corporation (“BLAC”). Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement |
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| November 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 13, 2023 BELLEVUE LIFE SCIENCES ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-41390 84-5052822 (State or Other Jurisdiction of Incorporati |
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| November 15, 2023 |
Exhibit 10.1 AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of November 10, 2023, by and between Bellevue Life Sciences Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited liability trust company (the “Trustee”). Cap |
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| November 15, 2023 |
Exhibit 3.1 STATE OF DELAWARE CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BELLEVUE LIFE SCIENCES ACQUISITION CORP. Bellevue Life Sciences Acquisition Corp., a corporation existing under the laws of the State of Delaware (the “Corporation”), by its Chief Executive Officer, hereby certifies as follows: 1. The name of the Corporation is Bellevue Life Sciences |
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| November 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 9, 2023 BELLEVUE LIFE SCIENCES ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-41390 84-5052822 (State or Other Jurisdiction of Incorporatio |
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| November 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OF 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to BELLEVUE LIFE SCIENCES ACQUISITION CORP. |
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| October 20, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14 |
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| October 18, 2023 |
[KLG SEATTLE LETTERHEAD] October 18, 2023 VIA EDGAR CORRESPONDENCE U.S. Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street N.E. Washington, D.C. 20549 Attn: Stacie Gorman Brigitte Lippmann Re: Bellevue Life Sciences Acquisition Corp. Preliminary Proxy Statement on Schedule 14A Filed October 10, 2023 File No. 001-41390 Dear Ms. Gorma |
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| October 10, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14 |
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| August 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OF 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to BELLEVUE LIFE SCIENCES ACQUISITION CORP. |
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| July 11, 2023 |
425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 11, 2023 BELLEVUE LIFE SCIENCES ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-41390 84-5052822 (State or Other Jurisdiction of Incorporati |
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| July 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 11, 2023 BELLEVUE LIFE SCIENCES ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-41390 84-5052822 (State or Other Jurisdiction of Incorporation) |
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| July 11, 2023 |
EX-99.1 Exhibit 99.1 Bellevue Life Sciences Acquisition Corp. and OSR Holdings Sign an Exclusive Letter of Intent for a Business Combination OSR Holdings expected to be public in the fourth quarter of 2023 BELLEVUE, WA & SEOUL, KR, July 11, 2023 —Bellevue Life Sciences Acquisition Corp. (Nasdaq: BLAC), a publicly traded special purpose acquisition company (“BLAC”), and OSR Holdings, Ltd. (“OSR Hol |
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| June 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 23, 2023 BELLEVUE LIFE SCIENCES ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41390 84-5052822 (State or other jurisdiction of incorporati |
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| June 28, 2023 |
EXHIBIT 10.1 THIS PROMISSORY NOTE ("NOTE") HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE SALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER DESI |
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| June 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 8, 2023 Bellevue Life Sciences Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41390 84-5052822 (State or other jurisdiction of incorporatio |
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| May 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to BELLEVUE LIFE SCIENCES ACQUISITION CORP. |
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| May 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-41390 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on |
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| March 31, 2023 |
EXHIBIT 4.7 DESCRIPTION OF SECURITIES Pursuant to our amended and restated certificate of incorporation, our authorized capital stock consists of 100,000,000 shares of common stock, $0.0001 par value, and 1,000,000 shares of undesignated preferred stock, $0.0001 par value. Units Each unit has an offering price of $10.00 and consists of one share of common stock, one redeemable warrant entitling th |
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| March 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to BELLEVUE LIFE SCIENCES ACQUISITION CORP. |
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| March 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 14, 2023 BELLEVUE LIFE SCIENCES ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-41390 85-5052822 (State or Other Jurisdiction (Commission (IRS |
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| March 14, 2023 |
EXHIBIT 99.1 Bellevue Life Sciences Acquisition Corp. Announces Separate Trading of its Shares of Common Stock, Warrants and Rights Commencing March 17, 2023 Bellevue, Washington, March 14, 2023 - Bellevue Life Sciences Acquisition Corp. (the “Company”) announced that holders of the 6,900,000 units sold in the Company’s initial public offering, including the 900,000 units sold pursuant to the full |
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| February 28, 2023 |
BELLEVUE LIFE SCIENCES ACQUISITION CORP. EXHIBIT 99.1 BELLEVUE LIFE SCIENCES ACQUISITION CORP. Page Report of Independent Registered Public Accounting Firm (PCAOB ID #100) F-2 Financial Statement: Balance Sheet F-3 Notes to Financial Statement F-4 F-1 Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Bellevue Life Sciences Acquisition Corp. Opinion on the Financial Statement We have |
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| February 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 14, 2023 BELLEVUE LIFE SCIENCES ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-41390 85-5052822 (State or Other Jurisdiction (Commission (I |
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| February 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 14, 2023 BELLEVUE LIFE SCIENCES ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-41390 85-5052822 (State or Other Jurisdiction (Commission (I |
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| February 21, 2023 |
Bellevue Life Sciences Acquisition Corp. Announces Closing of Full Over-allotment Option Exhibit 99.1 Bellevue Life Sciences Acquisition Corp. Announces Closing of Full Over-allotment Option Bellevue, Washington, Feb 21, 2023 - Bellevue Life Sciences Acquisition Corp. (the “Company” or “we”) today announced the closing of the over-allotment option that the Company granted to the underwriters of its initial public offering. The representative of the underwriters exercised the over-allo |
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| February 15, 2023 |
EX-10.2 6 d466095dex102.htm EX-10.2 EXHIBIT 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 7, 2023 by and between Bellevue Life Sciences Acquisition Corp., a Delaware corporation, (the “Company”) and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”). WHEREAS |
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| February 15, 2023 |
Bellevue Life Sciences Acquisition Corp. Announces Pricing of $60 Million Initial Public Offering Exhibit 99.1 Bellevue Life Sciences Acquisition Corp. Announces Pricing of $60 Million Initial Public Offering Bellevue, Washington, Feb 9, 2023 — Bellevue Life Sciences Acquisition Corp. (the “Company”) today announced the pricing of its initial public offering of 6,000,000 units at a price of $10.00 per unit. The units will be listed on The Nasdaq Capital Market(“Nasdaq”) and trade under the tic |
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| February 15, 2023 |
EX-10.8 11 d466095dex108.htm EX-10.8 EXHIBIT 10.8 STOCK ESCROW AGREEMENT STOCK ESCROW AGREEMENT, dated as of February 9, 2023 (“Agreement”), by and among BELLEVUE LIFE SCIENCES ACQUISITION CORP., a Delaware corporation (“Company”), the stockholder of the Company listed on Exhibit A hereto (the “Sponsor”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York limited purpose trust company (“Esc |
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| February 15, 2023 |
Exhibit 4.2 RIGHTS AGREEMENT This Rights Agreement (this “Agreement”) is made as of February 9, 2023 between Bellevue Life Sciences Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Street, New York, New York 10004, as right agent (the “Right Agent”). WHEREAS, the Company is e |
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| February 15, 2023 |
EX-10.3 7 d466095dex103.htm EX-10.3 EXHIBIT 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 9th day of February, 2023, by and among Bellevue Life Sciences Acquisition Corp., a Delaware corporation (the “Company”), Bellevue Global Life Sciences Investors LLC, a Delaware limited liability company (the “Sponsor”), Chardan Capital Mark |
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| February 15, 2023 |
EX-10.7 10 d466095dex107.htm EX-10.7 EXHIBIT 10.7 February 9, 2023 Bellevue Life Sciences Acquisition Corp. 10900 NE 4th Street Suite 2300 Bellevue, WA 98004 Chardan Capital Markets LLC 17 State Street # 2100 New York, NY 10004 Re: Initial Public Offering Ladies and Gentlemen: This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered |
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| February 15, 2023 |
EXHIBIT 4.1 WARRANT AGREEMENT This Warrant Agreement (“Warrant Agreement”) is made as of February 9, 2023, by and between Bellevue Life Sciences Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company (the “Warrant Agent”). WHEREAS, the Company is engaged in a public offering (the “Public Offering”) of 6,000,000 units (the “IPO Units”) of the Compa |
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| February 15, 2023 |
Bellevue Life Sciences Acquisition Corp. Announces Closing of $60 Million Initial Public Offering Exhibit 99.2 Bellevue Life Sciences Acquisition Corp. Announces Closing of $60 Million Initial Public Offering Bellevue, Washington, Feb 14, 2023 — Bellevue Life Sciences Acquisition Corp. (NASDAQ: BLACU, the “Company”), a newly organized blank check company incorporated in Delaware, today announced that it closed its initial public offering of 6,000,000 units at a price of $10.00 per unit. The un |
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| February 15, 2023 |
Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BELLEVUE LIFE SCIENCES ACQUISITION CORP. Pursuant to Section 245 of the Delaware General Corporation Law Bellevue Life Sciences Acquisition Corp., a corporation existing under the laws of the State of Delaware (the “Corporation”), by its Chief Financial Officer, hereby certifies as follows: 1. The name of the Corporation is “Bellevue |
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| February 15, 2023 |
8-K 1 d466095d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 9, 2023 BELLEVUE LIFE SCIENCES ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-41390 85-5052822 (State or Other Jur |
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| February 15, 2023 |
EXHIBIT 10.4 February 9, 2023 Bellevue Life Sciences Acquisition Corp. 10900 NE 4th Street, Suite 2300 Bellevue, WA 98004 Ladies and Gentlemen: Bellevue Life Sciences Acquisition Corp. (the “Company”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amend |
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| February 15, 2023 |
EXHIBIT 10.6 Bellevue Life Sciences Acquisition Corp. 251 Little Falls Drive Wilmington, New Castle County Delaware 19808 February 9, 2023 Bellevue Capital Management, LLC 10900 NE 4th Street, 2300 Bellevue, WA 98004 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement by and between Bellevue Life Sciences Acquisition Corp. (the “Company”) and Bellevue Capital Manageme |
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| February 15, 2023 |
Exhibit 1.1 6,000,000 Units Bellevue Life Sciences Acquisition Corp. UNDERWRITING AGREEMENT February 9, 2023 Chardan Capital Markets, LLC 17 State Street, 21st Floor New York, New York 10004 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, Bellevue Life Sciences Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreeme |
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| February 13, 2023 |
$60,000,000 Bellevue Life Sciences Acquisition Corp. 6,000,000 Units Table of Contents Filed under Rule 424(b)(4) File No. 333-264597 $60,000,000 Bellevue Life Sciences Acquisition Corp. 6,000,000 Units Bellevue Life Sciences Acquisition Corp., which we refer to as “we,” “us” or “our company” is a newly organized blank check company incorporated in Delaware and formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, reca |
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| February 8, 2023 |
[KLG SEATTLE LETTERHEAD] February 8, 2023 VIA EDGAR CORRESPONDENCE U.S. Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street N.E. Washington, D.C. 20549 Attn: Stacie Gorman David Link Ameen Hamady Jennifer Monick Re: Bellevue Life Sciences Acquisition Corp. Amendment No. 5 to Registration Statement on Form S-1 Filed January 20, 2023 F |
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| February 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 BELLEVUE LIFE SCIENCES ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 84-5052822 (State or other jurisdiction of incorporation or organization) |
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| February 8, 2023 |
Bellevue Life Sciences Acquisition Corp. 10900 NE 4th Street, Suite 2300 Bellevue, WA 98004 CORRESP 1 filename1.htm Bellevue Life Sciences Acquisition Corp. 10900 NE 4th Street, Suite 2300 Bellevue, WA 98004 VIA EDGAR February 8, 2023 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street NE Washington, DC 20549 Attn: Ms. Stacie Gorman Re: Bellevue Life Sciences Acquisition Corp. Registration Statement on Form S-1 File No. 333-264597 Acceleration Re |
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| February 8, 2023 |
* * * [Signature Page Follows] February 8, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N.E. Washington, D.C. 20549 Re: Bellevue Life Sciences Acquisition Corp. Registration Statement on Form S-1 Filed January 20, 2023, as amended File No. 333-264597 Dear Sir or Madam: Pursuant to Rule 461 of the General Rules and Regulations under the |
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| January 20, 2023 |
EXHIBIT 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2023 by and between Bellevue Life Sciences Acquisition Corp., a Delaware corporation, (the “Company”) and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”). WHEREAS, the Company’s registration statement on F |
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| January 20, 2023 |
EXHIBIT 10.7 Bellevue Life Sciences Acquisition Corp. 251 Little Falls Drive Wilmington, New Castle County Delaware 19808 [●], 2023 Bellevue Capital Management, LLC 10900 NE 4th Street, 2300 Bellevue, WA 98004 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement by and between Bellevue Life Sciences Acquisition Corp. (the “Company”) and Bellevue Capital Management, LLC |
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| January 20, 2023 |
EXHIBIT 10.9 STOCK ESCROW AGREEMENT STOCK ESCROW AGREEMENT, dated as of , 2022 (“Agreement”), by and among BELLEVUE LIFE SCIENCES ACQUISITION CORP., a Delaware corporation (“Company”), the stockholder of the Company listed on Exhibit A hereto (the “Sponsor”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York limited purpose trust company (“Escrow Agent”). WHEREAS, the Company was formed fo |
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| January 20, 2023 |
As filed with the U.S. Securities and Exchange Commission on January 20, 2023 S-1/A Table of Contents As filed with the U.S. Securities and Exchange Commission on January 20, 2023 Registration No. 333-264597 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 5 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Bellevue Life Sciences Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 84-5 |
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| January 20, 2023 |
EX-10.8 EXHIBIT 10.8 [ ], 2023 Bellevue Life Sciences Acquisition Corp. 10900 NE 4th Street Suite 2300 Bellevue, WA 98004 Chardan Capital Markets LLC 17 State Street # 2100 New York, NY 10004 Re: Initial Public Offering Ladies and Gentlemen: This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Bellevue Life S |
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| January 20, 2023 |
Form of Underwriting Agreement* Exhibit 1.1 6,000,000 Units Bellevue Life Sciences Acquisition Corp. UNDERWRITING AGREEMENT [•], 2023 Chardan Capital Markets, LLC 17 State Street, 21st Floor New York, New York 10004 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, Bellevue Life Sciences Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreement with |
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| January 20, 2023 |
Form of Registration Rights Agreement between the Registrant and certain security holders* EX-10.3 EXHIBIT 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the day of , 2023, by and among Bellevue Life Sciences Acquisition Corp., a Delaware corporation (the “Company”), Bellevue Global Life Sciences Investors LLC, a Delaware limited liability company (the “Sponsor”), Chardan Capital Markets LLC (the “Representative”), and any |
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| January 20, 2023 |
Form of Rights Agreement between Continental Stock Transfer & Trust Company and the Registrant* EX-4.6 Exhibit 4.6 RIGHTS AGREEMENT This Rights Agreement (this “Agreement”) is made as of [*], 2023 between Bellevue Life Sciences Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Street, New York, New York 10004, as right agent (the “Right Agent”). WHEREAS, the Company is e |
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| January 20, 2023 |
CORRESP 1 filename1.htm [KLG SEATTLE LETTERHEAD] January 20, 2023 VIA EDGAR CORRESPONDENCE U.S. Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street N.E. Washington, D.C. 20549 Attn: Stacie Gorman David Link Ameen Hamady Jennifer Monick Re: Bellevue Life Sciences Acquisition Corp. Amendment No. 4 to Registration Statement on Form S-1 |
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| January 20, 2023 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant* EX-4.4 EXHIBIT 4.4 WARRANT AGREEMENT This Warrant Agreement (“Warrant Agreement”) is made as of [ ] [ ], 2023, by and between Bellevue Life Sciences Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company (the “Warrant Agent”). WHEREAS, the Company is engaged in a public offering (the “Public Offering”) of 6,000,000 units (the “IPO Units”) of the C |
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| January 20, 2023 |
EXHIBIT 10.5 [●], 2023 Bellevue Life Sciences Acquisition Corp. 10900 NE 4th Street, Suite 2300 Bellevue, WA 98004 Ladies and Gentlemen: Bellevue Life Sciences Acquisition Corp. (the “Company”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended (“Se |
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| November 4, 2022 |
As filed with the U.S. Securities and Exchange Commission on November 4, 2022 S-1/A Table of Contents As filed with the U.S. Securities and Exchange Commission on November 4, 2022 Registration No. 333-264597 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 4 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Bellevue Life Sciences Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 84-5 |
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| November 4, 2022 |
EXHIBIT 10.7 Bellevue Life Sciences Acquisition Corp. 251 Little Falls Drive Wilmington, New Castle County Delaware 19808 November 4, 2022 Bellevue Capital Management, LLC 10900 NE 4th Street, 2300 Bellevue, WA 98004 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement by and between Bellevue Life Sciences Acquisition Corp. (the ?Company?) and Bellevue Capital Manageme |
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| November 4, 2022 |
[KLG SEATTLE LETTERHEAD] November 4, 2022 VIA EDGAR CORRESPONDENCE U.S. Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street N.E. Washington, D.C. 20549 Attn: Jennifer Monick Re: Bellevue Life Sciences Acquisition Corp. Amended Registration Statement on Form S-1 Submitted October 7, 2022 File No. 333-264597 Dear Ms. Monick: On behalf |
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| November 4, 2022 |
EXHIBIT 10.5 November 4, 2022 Bellevue Life Sciences Acquisition Corp. 10900 NE 4th Street, Suite 2300 Bellevue, WA 98004 Ladies and Gentlemen: Bellevue Life Sciences Acquisition Corp. (the “Company”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amend |
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| October 7, 2022 |
EX-99.6 19 d143161dex996.htm EX-99.6 EXHIBIT 99.6 Consent to be Named as a Director Nominee In connection with the filing by Bellevue Life Sciences Acquisition Corp. (the “Company”) of the Registration Statement on Form S-1 with the US Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act |
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| October 7, 2022 |
Form of Rights Agreement between Continental Stock Transfer & Trust Company and the Registrant* Exhibit 4.6 RIGHTS AGREEMENT This Rights Agreement (this “Agreement”) is made as of [*], 2022 between Bellevue Life Sciences Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Street, New York, New York 10004, as right agent (the “Right Agent”). WHEREAS, the Company is engaged |
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| October 7, 2022 |
EX-99.7 20 d143161dex997.htm EX-99.7 EXHIBIT 99.7 Consent to be Named as a Director Nominee In connection with the filing by Bellevue Life Sciences Acquisition Corp. (the “Company”) of the Registration Statement on Form S-1 with the US Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act |
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| October 7, 2022 |
EXHIBIT 10.5 October [ ], 2022 Bellevue Life Sciences Acquisition Corp. 10900 NE 4th Street, Suite 2300 Bellevue, WA 98004 Ladies and Gentlemen: Bellevue Life Sciences Acquisition Corp. (the ?Company?), a blank check company formed for the purpose of acquiring one or more businesses or entities (a ?Business Combination?), intends to register its securities under the Securities Act of 1933, as amen |
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| October 7, 2022 |
CORRESP 1 filename1.htm [KLG SEATTLE LETTERHEAD] October 7, 2022 VIA EDGAR CORRESPONDENCE U.S. Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street N.E. Washington, D.C. 20549 Attn: Jennifer Monick Re: Bellevue Life Sciences Acquisition Corp. Amended Registration Statement on Form S-1 Submitted May 13, 2022 File No. 333-264597 Dear Ms |
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| October 7, 2022 |
Form of Registration Rights Agreement between the Registrant and certain security holders* EXHIBIT 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the day of , 2022, by and among Bellevue Life Sciences Acquisition Corp., a Delaware corporation (the “Company”), Bellevue Global Life Sciences Investors LLC, a Delaware limited liability company (the “Sponsor”), Chardan Capital Markets LLC (the “Representative”), and any addition |
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| October 7, 2022 |
As filed with the U.S. Securities and Exchange Commission on October 7, 2022 Table of Contents As filed with the U.S. Securities and Exchange Commission on October 7, 2022 Registration No. 333-264597 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Bellevue Life Sciences Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 84-5052822 |
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| October 7, 2022 |
EXHIBIT 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2022 by and between Bellevue Life Sciences Acquisition Corp., a Delaware corporation, (the “Company”) and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”). WHEREAS, the Company’s registration statement on F |
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| October 7, 2022 |
EX-4.1 3 d143161dex41.htm EX-4.1 EXHIBIT 4.1 NUMBER U- UNITS SEE REVERSE FOR CERTAIN DEFINITIONS BELLEVUE LIFE SCIENCES ACQUISITION CORPORATION CUSIP 079174207 UNITS CONSISTING OF ONE SHARE OF COMMON STOCK, ONE WARRANT AND ONE RIGHT THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) share of common stock, par value $0.0001 per share (“Common Stock”), of Bellevue Life |
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| October 7, 2022 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant* EXHIBIT 4.4 WARRANT AGREEMENT This Warrant Agreement (“Warrant Agreement”) is made as of [ ] [ ], 2022, by and between Bellevue Life Sciences Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company (the “Warrant Agent”). WHEREAS, the Company is engaged in a public offering (the “Public Offering”) of 6,000,000 units (the “IPO Units”) of the Company |
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| October 7, 2022 |
EX-99.3 16 d143161dex993.htm EX-99.3 EXHIBIT 99.3 Consent to be Named as a Director Nominee In connection with the filing by Bellevue Life Sciences Acquisition Corp. (the “Company”) of the Registration Statement on Form S-1 with the US Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act |
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| October 7, 2022 |
Exhibit 4.5 NUMBER [?] RIGHTS BELLEVUE LIFE SCIENCES ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF DELAWARE RIGHT SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 079174124 THIS CERTIFIES THAT, for value received is the registered holder of a right or rights (each, a ?Right?) to automatically receive one-tenth of one share of common stock, $0.0001 par value (?Common Stock?), of Bellevue Life Sciences |
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| October 7, 2022 |
EX-FILING FEES 21 d143161dexfilingfees.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Bellevue Life Sciences Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Pe |
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| October 7, 2022 |
EXHIBIT 10.9 STOCK ESCROW AGREEMENT STOCK ESCROW AGREEMENT, dated as of , 2022 (“Agreement”), by and among BELLEVUE LIFE SCIENCES ACQUISITION CORP., a Delaware corporation (“Company”), the stockholder of the Company listed on Exhibit A hereto (the “Sponsor”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York limited purpose trust company (“Escrow Agent”). WHEREAS, the Company was formed fo |
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| October 7, 2022 |
EXHIBIT 10.7 Bellevue Life Sciences Acquisition Corp. 251 Little Falls Drive Wilmington, New Castle County Delaware 19808 October [ ], 2022 Bellevue Capital Management, LLC 10900 NE 4th Street, 2300 Bellevue, WA 98004 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement by and between Bellevue Life Sciences Acquisition Corp. (the ?Company?) and Bellevue Capital Managem |
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| October 7, 2022 |
EXHIBIT 99.4 Consent to be Named as a Director Nominee In connection with the filing by Bellevue Life Sciences Acquisition Corp. (the ?Company?) of the Registration Statement on Form S-1 with the US Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the |
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| October 7, 2022 |
Form of Letter Agreement regarding Sponsor Indemnification* EXHIBIT 10.8 [ ], 2022 Bellevue Life Sciences Acquisition Corp. 10900 NE 4th Street Suite 2300 Bellevue, WA 98004 Chardan Capital Markets LLC 17 State Street # 2100 New York, NY 10004 Re: Initial Public Offering Ladies and Gentlemen: This letter is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and between Bellevue Life Sciences |
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| October 7, 2022 |
Form of Underwriting Agreement* EX-1.1 2 d143161dex11.htm EX-1.1 Exhibit 1.1 6,000,000 Units Bellevue Life Sciences Acquisition Corp. UNDERWRITING AGREEMENT [•], 2022 Chardan Capital Markets, LLC 17 State Street, 21st Floor New York, New York 10004 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, Bellevue Life Sciences Acquisition Corp., a Delaware corporation (“Company”), h |
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| October 7, 2022 |
EXHIBIT 10.1 [ ] [ ], 20[ ] Bellevue Life Sciences Acquisition Corp. 10900 NE 4th Street Suite 2300 Bellevue, WA 98004 Chardan Capital Markets LLC 17 State Street Suite 2100 New York, NY 10004 Re: Initial Public Offering Gentlemen: This letter is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and between Bellevue Life Sciences Ac |
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| October 7, 2022 |
EX-99.5 18 d143161dex995.htm EX-99.5 EXHIBIT 99.5 Consent to be Named as a Director Nominee In connection with the filing by Bellevue Life Sciences Acquisition Corp. (the “Company”) of the Registration Statement on Form S-1 with the US Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act |
