M&A: Bellevue Life Sciences Acquisition Corp.

Form Type: S-4/A

Filing Date: 2024-12-27

Corporate Action: Merger

Type: Update

Accession Number: 000119312524285940

Comments: 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

Comments: 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

Comments: 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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