M&A - Bellevue Life Sciences Acquisition Corp.

Form Type: 8-K

Filing Date: 2025-02-21

Corporate Action: Merger

Type: New

Accession Number: 000121390025016100

Filing Summary: On February 14, 2025, OSR Holdings, Inc. completed its business combination with OSR Holdings Co., Ltd., as outlined in the Amended and Restated Business Combination Agreement dated May 23, 2024, and amended on December 20, 2024. The company issued 16,282,047 shares of common stock to Participating Stockholders in exchange for 1,256,085 shares of OSR Common Stock, acquiring approximately 67% of OSR's outstanding shares. The agreement includes put and call rights for Non-Participating Stockholders, effective on or after January 1, 2026. This combination transitions OSR Holdings from being a shell company and allows the shares to trade under the symbols OSRH and OSRHW on the Nasdaq. Additionally, a 2025 Omnibus Incentive Plan was approved, with a focus on retaining earnings for business operations rather than dividends in the near future. The securities to be registered were also discussed, in conjunction with recent adjustments to the company’s charter and bylaws, effective February 13, 2025.

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Form Type: 425

Filing Date: 2025-02-13

Corporate Action: Merger

Type: New

Accession Number: 000121390025013502

Filing Summary: On February 13, 2025, Bellevue Life Sciences Acquisition Corp. ("BLAC") conducted a Special Meeting where stockholders voted on multiple proposals related to the business combination with OSR Holdings, Inc. Key proposals included approval of the business combination as per the Amended Business Combination Agreement dated May 23, 2024, and the Amended and Restated Certificate of Incorporation. The results showed strong support, with 93.95% of the voting power represented. Key proposals passed included the business combination, amendments to the charter allowing for a name change to OSR Holdings, Inc., an increase in the number of preferred shares, and various governance changes. A total of 57,821 shares were tendered for redemption in relation to the meeting. Additionally, a press release was issued announcing the results of the meeting, and pertinent documents were filed as exhibits.

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Form Type: 8-K

Filing Date: 2025-02-13

Corporate Action: Merger

Type: New

Accession Number: 000121390025013498

Filing Summary: On February 13, 2025, Bellevue Life Sciences Acquisition Corp. (BLAC) filed an Amended and Restated Certificate of Incorporation with the State of Delaware following the results of a Special Meeting of stockholders held on the same day. The meeting involved a vote on several proposals related to a significant Business Combination reflected by the Business Combination Agreement dated May 23, 2024, and amended on December 20, 2024. A total of 2,319,752 shares of common stock were outstanding as of January 27, 2025, with 93.95% of this voting power represented at the meeting. The key proposals included approving the business combination, the Amended Charter, governance changes, a new incentive plan, the election of directors, and compliance with Nasdaq listing rules. All proposals received overwhelming support from the shareholders, with the first three proposals collectively receiving over 2.175 million votes in favor and minimal opposition. Following these approvals, a modest number of shares (57,821) were tendered for redemption. A press release was issued announcing the results of the Special Meeting, underscoring the company's transition to OSR Holdings, Inc.

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Form Type: S-4/A

Filing Date: 2025-01-29

Corporate Action: Merger

Type: Update

Accession Number: 000121390025007923

Filing Summary: Bellevue Life Sciences Acquisition Corp. (BLAC) is seeking stockholder approval for a business combination with OSR Holdings Co., Ltd. at a special meeting scheduled for February 13, 2025. The proposed merger will involve the issuance of up to 24,461,214 shares of BLAC common stock to the stockholders of OSR Holdings in exchange for their shares of OSR Holdings' Series A common stock. The agreed per share consideration for the OSR Holdings stockholders at closing is $129.62. To finalize the share exchange, BLAC must acquire at least 60% of the outstanding OSR Holdings shares. BLAC's stockholders are also asked to approve amendments to the Certificate of Incorporation to facilitate the business combination, including changes in governance structures and an incentive plan. The continuation of BLAC as a publicly traded entity depends on the completion of this business combination by February 14, 2025, with provisions in place for liquidation if not completed. Regulatory review might be necessary due to foreign ownership elements in the deal. Additionally, a PIPE Investment and existing loans are detailed, and the risks surrounding this combined entity have been identified, particularly regarding the control and governance post-merger. The outcome will have substantial impacts on the current and future shareholding structure and governance of the merged company.

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Form Type: S-4/A

Filing Date: 2025-01-24

Corporate Action: Merger

Type: Update

Accession Number: 000121390025006139

Filing Summary: Bellevue Life Sciences Acquisition Corp. (BLAC) is seeking stockholder approval for a proposed business combination with OSR Holdings Co., Ltd., a corporation in the Republic of Korea. The business combination includes a share exchange where BLAC will issue up to 24,461,214 shares of its common stock to participating shareholders of OSR Holdings. The proposed per-share consideration for these shares is $129.62. BLAC must acquire at least 60% of OSR Holdings' common stock. The transaction is structured with considerations for non-participating shareholders possessing put and call rights under specific conditions that commence after a change of control. The business combination proposal will be voted on at a special meeting scheduled for February 13, 2025. In addition to the business combination proposal, stockholders will also vote on various other proposals, including amendments to the certificate of incorporation, election of directors, and an omnibus incentive plan. Following the completion of the combination, BLAC will change its name to OSR Holdings, Inc. The filing also mentions outstanding public shares and previous redemptions affecting the trust account and public ownership percentages. The document notes specific conditions surrounding the completion of the business combination and regulations that potentially apply due to the involvement of foreign entities in the transaction. The company must complete the business combination by February 14, 2025, or it may be required to liquidate its operations.

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Form Type: CORRESP

Filing Date: 2024-12-27

Corporate Action: Merger

Type: Update

Accession Number: 000119312524285945

Filing Summary: The document serves as a correspondence filed by Bellevue Life Sciences Acquisition Corp. in response to comments from the SEC regarding their Amendment No. 1 to the Registration Statement on Form S-4. The filing discusses the details of the business combination with OSR Holdings, focusing on the allocation of shares and the management of noncontrolling interests following the merger. Key points include the issuance of 14,676,728 shares of BLAC common stock to OSR Holdings stockholders, and revisions made to reflect the distribution of shares, including further clarification on the rights of Non-Participating Company Stockholders. The document provides detailed responses to numerous SEC comments concerning equity stake disclosures, financial reconciliations, and pro forma financial information adjustments. Additionally, the responses elaborated on reporting considerations for redeemable noncontrolling interests, adjustments to balance sheets, and clarified the nature of negotiating and evaluating business combinations.

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Form Type: S-4/A

Filing Date: 2024-12-27

Corporate Action: Merger

Type: Update

Accession Number: 000119312524285940

Filing Summary: On December 27, 2024, Bellevue Life Sciences Acquisition Corp. (BLAC) filed an amended registration statement for its proposed business combination with OSR Holdings. The document outlines the Business Combination Proposal where BLAC will issue up to 24,461,214 shares of common stock to certain stockholders of OSR Holdings in exchange for their shares of OSR Holdings' Series A common stock. The per share consideration at closing is pegged at $129.62. The proposal includes conditions such as acquiring at least 60% of OSR Holdings’ shares at closing. If approved, the transaction will lead to BLAC changing its name to OSR Holdings, Inc. upon completion. BLAC must finalize this combination by February 14, 2025, or it will be required to wind up operations and redeem remaining public shares. The document also outlines potential ownership distributions post-combination, including significant control by Kuk Hyoun Hwang, BLAC's CEO, who would hold approximately 65% of the voting rights.

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Form Type: 425

Filing Date: 2024-12-23

Corporate Action: Merger

Type: Update

Accession Number: 000119312524283691

Filing Summary: On December 17, 2024, Bellevue Life Sciences Acquisition Corp. (BLAC) entered into a First Amendment to the PIPE Subscription Agreement with Toonon Partners Co., Ltd., adjusting the terms related to 222,222 shares of Series A Preferred Stock for a purchase price of $20,000,000. Additionally, BLAC and OSR Holdings Co., Ltd. amended their Amended and Restated Business Combination Agreement on December 20, 2024, revising the termination date for specific rights within the agreement. The document further details that key executives have interests that differ from other stockholders, the formation of an independent review committee to address these interests, and instructions for stockholders regarding the impending Business Combination, emphasizing the need for stockholder approval at a forthcoming meeting. It also discusses the potential risks faced by the merging parties and includes notices about the regulatory filings with the SEC for the proposed transaction.

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Form Type: 8-K

Filing Date: 2024-12-23

Corporate Action: Merger

Type: Update

Accession Number: 000119312524283685

Filing Summary: On December 17, 2024, Bellevue Life Sciences Acquisition Corp. (BLAC) entered into the First Amendment to the PIPE Subscription Agreement with Toonon Partners Co., Ltd., adjusting the terms surrounding the Series A Preferred Stock. Additionally, on December 20, 2024, BLAC and OSR Holdings Co., Ltd. executed the First Amendment to the Amended and Restated Business Combination Agreement, which included a termination date for certain rights under the agreement. This document highlights ongoing developments in the business combination between BLAC and OSR Holdings. It mentions the formation of an M&A Committee to address potential conflicts of interest among its directors during the transaction's approval. The filing also indicates that BLAC is an emerging growth company and refers to an ongoing proxy solicitation related to the business combination, urging stockholders to read the associated documents for detailed information.

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Form Type: CORRESP

Filing Date: 2024-11-08

Corporate Action: Merger

Type: Update

Accession Number: 000119312524254214

Filing Summary: Bellevue Life Sciences Acquisition Corp. has submitted a correspondence to the SEC addressing comments from the Division of Corporation Finance regarding its Amendment No. 1 to the Registration Statement on Form S-4 filed on June 28, 2024. The Company is responding to specific feedback from the SEC related to the Business Combination contemplated with OSR Holdings, including details on conflict of interest disclosures, revised ownership structure, pro forma financial information updates, and adjustments regarding PIPE financing and adjustments to accumulated deficits. Significant revisions include clarifications on acquisition structures, financial statements, and disclosures associated with the planned business combination with OSR Holdings, further detailing the ownership structure, potential conflicts of interest stemming from management's dual roles, and amendments made to the financial documentation to ensure compliance with SEC regulations. The Company also addressed concerns regarding the proposed valuations and market assumptions, providing detail on the Committee's evaluations and adjustments linked to various executive roles and previous corporation outreach efforts. It affirms that no Earnout Shares are part of the transaction and emphasizes that the transaction is significant for solidifying its growth and positioning as per recent market evaluations.

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Form Type: CORRESP

Filing Date: 2024-06-28

Corporate Action: Merger

Type: Update

Accession Number: 000119312524172397

Filing Summary: Bellevue Life Sciences Acquisition Corp. submitted a response to the SEC regarding the comments from the Division of Corporation Finance on its Amendment No. 1 to the Draft Registration Statement on Form S-4. The Company has made revisions to better disclose the timeline for completing its business combination or liquidation and specified the merger consideration per share as of a recent date. The updated filing outlines the ownership structure post-combination, inclusive of a range of redemption scenarios, and includes details of subscription agreements with institutional investors aimed at raising over $50 million prior to the business combination. Significant commentary also addressed the control and governance post-merger, the inclusion of risk factors, and the structure of the financing while detailing the expected financial impact of transaction expenses on remaining shareholders. The letter also discusses various points of concern raised regarding fair evaluations, ownership ambitions, and regulatory considerations related to CFIUS due to potential foreign control. The document details adjustments made in response to specific SEC comments about transparency and compliance in presenting the business combination strategies and financial implications.

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