IPO and Financial Transactions - The Company completed its IPO on February 14, 2023, raising gross proceeds of $60 million from the sale of 6,000,000 units at $10.00 per unit[14]. - The underwriters exercised their Over-Allotment Option, purchasing an additional 900,000 units for $9 million, bringing total gross proceeds to $69 million[15]. - Transaction costs for the IPO totaled $2,721,126, including $1,380,000 in underwriting discounts[16]. - Following the IPO, approximately $70,207,500 was placed in a Trust Account, which is invested in U.S. government securities[16]. Business Combination - The Company entered into a Business Combination Agreement with OSR on November 16, 2023, involving a share exchange with OSR stockholders[18]. - The Business Combination was completed on February 14, 2025, resulting in a name change from Bellevue Life Sciences Acquisition Corp. to the Company, Inc.[20]. - The Company faced a cancellation of a $20 million PIPE transaction due to macroeconomic factors, impacting its cash position at the time of the Business Combination[28]. - The Company may face claims from creditors due to insolvency at the time of the Business Combination, which could lead to bankruptcy proceedings[28]. Company Structure and Governance - The Company is now a controlled company under Nasdaq Listing Rules, which may limit stockholder protections[28]. Market and Operational Risks - The Company anticipates potential volatility in the price of its common stock and warrants following the Business Combination[28]. - The company may incur significant operating losses for the foreseeable future and may never achieve or maintain profitability[30]. - The company currently has no marketing and sales organization for pharmaceutical products, which may hinder revenue generation[30]. - Substantial additional capital will be required to finance operations, and failure to raise such capital may delay or eliminate research and development programs[30]. - The management team has limited experience managing and operating a U.S. public company, which may impact operational effectiveness[30]. - Economic conditions in South Korea could materially and adversely affect the company's current business and future growth[30]. - The company's subsidiaries are developing oral immunotherapies and biologics, but their limited operating history makes it difficult to evaluate prospects[30]. - Outsourcing of discovery, clinical development, and manufacturing functions carries significant risks that could adversely affect business operations[30]. - The company may struggle to obtain and maintain adequate patent and intellectual property protection, impacting competitive positioning[30].

Business Combination - The Company extended the deadline for completing a business combination from November 14, 2023, to February 14, 2024, with a potential further extension to May 14, 2024[134]. - The Company entered into a Business Combination Agreement with OSR Holdings on November 16, 2023, which includes a share exchange for the participating stockholders[139]. - The Aggregate Consideration for the business combination was reduced from 25,033,961 shares to 24,461,214 shares, and the Aggregate Consideration Value decreased from $250,339,610 to $244,612,136[140]. - The Minimum Available Cash Condition for the closing of the business combination is set at $5,000,001, which includes cash in the Trust Account and other cash equivalents[142]. - The A&R BCA includes exclusivity provisions preventing OSR Holdings from engaging in alternative transactions during the agreement period[143]. - The stockholders approved the removal of the net tangible asset requirement to avoid being subject to "penny stock" rules[138]. - The Company has the authority to further extend the business combination deadline by depositing $60,000 for each subsequent month until the second extended date[134]. - If the Company is unable to complete a Business Combination by February 14, 2025, it will cease all operations except for the purpose of liquidating[170]. Financial Performance - For the three months ended September 30, 2024, the company reported a net loss of $230,961, compared to a net income of $78,183 for the same period in 2023[159]. - For the nine months ended September 30, 2024, the company had a net loss of $388,686, while for the same period in 2023, it reported a net income of $489,952[160]. - The company generated non-operating income of $269,204 from investments held in the Trust Account for the three months ended September 30, 2024[159]. - The company has incurred general and administrative expenses of $454,132 for the three months ended September 30, 2024[159]. - As of September 30, 2024, the Company had $12,236 in its operating bank account and a working capital deficit of $3,901,465[165]. - The Company believes it will not have sufficient working capital to meet its needs through the earlier of the consummation of an initial business combination or February 14, 2025[167]. Trust Account and IPO - A total of 3,432,046 shares were tendered for redemption at approximately $10.49 per share, resulting in an aggregate redemption amount of $35,995,728, leaving $36,372,335 in the Trust Account[136]. - The net proceeds from the IPO, after deducting offering expenses and underwriting commissions, amounted to $70,610,000, with $70,207,500 placed in the Trust Account[163]. - The company intends to use substantially all funds held in the Trust Account to complete its initial business combination[164]. - The Company deposited $180,000 into the Trust Account on November 13, 2023, as part of the extension agreement[134]. - At the May Special Meeting, 1,581,733 shares were tendered for redemption at approximately $10.78 per share, totaling $17,045,763, leaving $20,327,120 in the Trust Account[137]. Debt and Obligations - The Company has no long-term debt or capital lease obligations, but incurs a monthly fee of $7,500 to an affiliate of its Sponsor for office space and administrative support[172]. - The Company issued unsecured promissory notes totaling $1,250,000 to the Sponsor, with repayment due by December 31, 2024, or upon consummation of an initial business combination[155]. - Chardan is entitled to a deferred underwriting commission of $2,070,000, which will be waived if the Company does not complete an initial business combination[173]. - The Company has incurred deferred legal fees of approximately $1,068,261, payable upon consummation of its initial business combination[173]. Compliance and Internal Control - The company received a notification from Nasdaq regarding non-compliance with the Minimum Public Holders Requirement, but was granted an extension until August 13, 2024, to demonstrate compliance[153]. - The Company has identified material weaknesses in its internal control over financial reporting as of September 30, 2024[177]. - There were no changes in the Company's internal control over financial reporting during the three months ended September 30, 2024[178]. - The Company is not currently subject to any material legal proceedings[180]. Preferred Stock - The company issued 222,222 shares of Series A Preferred Stock at $90.00 per share, raising an aggregate of $20,000,000 through a PIPE Investment[147]. - The Series A Preferred Stock has a dividend rate of 5% per annum and is convertible into common stock at an initial conversion price of $9.00[147].

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. (Exact name of registrant as specified in its charter) Delaware 001-41390 84-5052822 ...

Financial Instruments - The Company issued an unsecured promissory note of $200,000 to the Sponsor on June 23, 2023, with a maturity date of December 31, 2024, and an outstanding balance of $0 as of March 31, 2024[179]. - An additional unsecured promissory note of $60,000 was issued to Josh Pan on March 8, 2024, with the same maturity conditions, and an outstanding balance of $60,000 as of March 31, 2024[180]. - There are 7,330,000 Warrants outstanding as of March 31, 2024, which may be exercised at a price of $11.50 per share[194]. Financial Performance - The Company incurred administrative support fees of $22,500 for the three months ended March 31, 2024, compared to $7,500 for the same period in 2023, reflecting a 200% increase[182]. - The underwriters received an underwriting discount of $1,200,000, equal to 2% of the gross proceeds of the Initial Public Offering[185]. - The Company is subject to a 1% Excise Tax on redemptions by U.S.-domiciled SPACs after December 31, 2022, which has been included in the financial statements[186]. Investments and Capital Structure - The Company has $37,205,930 in investments held in the Trust Account as of March 31, 2024[200]. - The Company is authorized to issue 100,000,000 shares of Common Stock at a par value of $0.0001, with no preferred stock issued or outstanding as of March 31, 2024[192][191]. Legal and Regulatory Matters - The Company has no material legal proceedings currently or threatened against it or its officers and directors[208]. Business Strategy - The Company intends to effectuate its initial business combination using cash from the proceeds of its IPO and other financing methods[205].

BELLEVUE, Wash., May 13, 2024 /PRNewswire/ -- 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 business being conducted, and announced that the Special Meeting will be reconvened at 9:00 a.m. Pacific time on Tuesday, May 14, 2024, at 925 Fourth Avenue, Suite 2900, Seattle, WA 98104. At the reconvened Special Meeting, stockholders will consid ...

SEOUL, South Korea, April 22, 2024 /PRNewswire/ -- OSR Holdings, a global healthcare holding company, announced that it has signed a memorandum of understanding (MOU) with SillaJen, a Kosdaq-listed biotech firm with a pipeline of immuno-oncology drug candidates, to share technology and clinical development resources and launch a strategic collaboration between the two companies. Through the MOU, the two companies will explore various ways to collaborate to create synergies between current platform technolog ...

Business Combination and Compliance - The company must complete its initial business combination by May 14, 2024, or it will cease operations and liquidate, raising substantial doubt about its ability to continue as a going concern [70]. - If the initial business combination is not completed, public stockholders may only receive $10.175 per share upon redemption, which could be less in certain circumstances [73]. - The company has extended the deadline for completing a business combination from November 14, 2023, to February 14, 2024, with potential further extensions to May 14, 2024, contingent upon additional deposits into the Trust Account [104]. - The company must complete business combinations with an aggregate fair market value of at least 80% of the assets held in the Trust Account [116]. - The company will only complete an initial business combination in which it owns or acquires 50% or more of the outstanding voting securities of the target [163]. - The company plans to complete its initial business combination with a target business that may be financially unstable or in early stages of development, which carries inherent risks [128]. - The company will seek stockholder approval for its initial business combination, requiring a majority vote from outstanding shares present at the meeting [197]. - If stockholders do not conduct redemptions in connection with the initial business combination, a restriction will limit redemption rights to 15% of shares sold in the IPO [198]. - The company will conduct redemptions in accordance with SEC regulations if a stockholder vote is not required for the initial business combination [147]. - The company will only redeem public shares if net tangible assets remain at least $5,000,001 after the redemption [205]. - The company’s Sponsor, officers, and directors have waived rights to liquidating distributions from the Trust Account for founder shares if the initial business combination is not completed within the specified timeframe [203]. - Claims against the Trust Account may have higher priority than claims from public stockholders, potentially reducing the actual redemption amount received [206]. - The company intends to redeem public shares as soon as reasonably possible following the 15th month after the IPO, which may expose stockholders to potential liabilities [211]. - The company cannot assure that the actual value of the per share redemption price will not be less than $10.175 per public share due to potential claims by creditors [212]. - The company has not reserved for indemnification obligations related to claims by third parties, which may affect the Trust Account [208]. - If bankruptcy occurs, the proceeds held in the Trust Account could be subject to claims of third parties, potentially impacting stockholder returns [212]. - Stockholders could be liable for claims to the extent of distributions received, which may extend beyond the third anniversary of the dissolution date [211]. Financial Management and Reporting - As of April 16, 2024, the company replaced approximately $562,000 in funds that were improperly used for operating expenses, ensuring compliance with the Trust Agreement [76]. - A total of 3,432,046 shares were tendered for redemption at a price of approximately $10.49 per share, resulting in an aggregate redemption amount of $35,995,727.58 [77]. - The company deposited $60,000 into the Trust Account on February 9, March 12, and April 9, 2024, as part of its extension strategy for the business combination deadline [77]. - The company has deposited $180,000 into the Trust Account as part of the extension agreement [104]. - As of December 31, 2023, the company had $34,535,106 available in the Trust Account for an initial business combination after paying $2,070,000 in deferred underwriting fees [127]. - The aggregate market value of the voting stock held by non-affiliates of the Registrant on June 30, 2023, was approximately $70.794 million based on a closing price of $10.26 per share [218]. - The company has identified material weaknesses in its internal control over financial reporting as of December 31, 2023 [352]. - Management believes that the financial statements included in the Annual Report present fairly the financial position and results of operations for the period presented [352]. Strategic Focus and Management - The company anticipates structuring its initial business combination to acquire 100% of the equity interests or assets of the target business or businesses [90]. - The company plans to focus on acquiring a healthcare holding company with interests in biopharmaceuticals, medical devices, and healthcare technology, emphasizing a diversified portfolio approach [113]. - The management strategy includes strong financial management and regulatory expertise to navigate the healthcare industry's complexities [115]. - The management team has developed a broad network of contacts in the healthcare and biotechnology industry, which will aid in identifying potential business combination targets [122]. - The company intends to focus its search for an initial business combination in a single industry, which may expose it to risks associated with a lack of diversification [136]. - The company may seek to recruit additional managers to enhance the management of the target business post-combination [138]. - The company has committed to a monthly payment of $7,500 to Bellevue Capital Management LLC for advisory services related to the initial business combination [102]. Compliance and Regulatory Matters - The company submitted a plan to Nasdaq to regain compliance with the Minimum Public Holders Requirement after being notified it no longer met the requirement [85]. - The company has until June 21, 2024, to regain compliance with Nasdaq Listing Rule 5605(c)(2)(A) following a director's resignation [83]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain reporting exemptions [97]. - The company is classified as a "smaller reporting company" and will maintain this status until it meets certain revenue and market value thresholds, specifically $250 million in market value or $100 million in annual revenues [98]. - The company is evaluating its Board and Audit Committee composition to comply with Nasdaq's requirements [110]. Funding and Financial Resources - The company issued an unsecured promissory note for $1,200,000 to fund working capital, payable by December 31, 2024, or upon consummation of a Business Combination [112]. - The company may seek to raise additional funds through a private offering of debt or equity securities to complete its initial business combination [159]. - The company is not currently a party to any binding agreement for raising additional funds through the sale of securities [159]. - The company will fund all costs and expenses associated with its dissolution from amounts held outside the Trust Account, with a potential request for up to $100,000 of accrued interest if necessary [187]. - The company aims to have all vendors and service providers execute agreements waiving claims to the Trust Account, but there is no guarantee that such agreements will be executed [188]. - The company anticipates that its Sponsor, officers, and directors may identify stockholders for privately negotiated purchases [172].

Financial Overview - The Company raised a total of $70,207,500 from its Initial Public Offering and related transactions, which is held in a Trust Account invested in U.S. government securities[54]. - For the nine months ended September 30, 2023, the company reported a net income of $489,952, compared to a net loss of $21,136 for the same period in 2022[86]. - For the three months ended September 30, 2023, the company had a net income of $78,183, which is an improvement from a net loss of $20,022 in the same quarter of 2022[96]. - The company generated non-operating income of $1,846,529 from investments held in the Trust Account for the nine months ended September 30, 2023[86]. - As of September 30, 2023, the company had $57,955 in its operating bank account and a working capital deficit of $1,022,711[73]. - The company intends to use substantially all funds held in the trust account, estimated at $70,207,500, to complete its initial business combination[99]. Business Combination and Redemption - Public Stockholders can redeem their shares for a pro rata portion of the Trust Account, initially estimated at $10.175 per share, plus any accrued interest[55]. - The Company must have net tangible assets of at least $5,000,001 to proceed with a Business Combination, and a majority of shares must vote in favor[55]. - If a Business Combination is not completed by November 14, 2023, the Company will liquidate and redeem 100% of outstanding Public Shares[75]. - A special meeting of stockholders is scheduled for November 9, 2023, to vote on extending the deadline for completing a business combination from November 14, 2023, to February 14, 2024[81]. - The company has entered into a non-binding letter of intent for a business combination with OSR Holdings, a global healthcare holding company[79]. - The Sponsor and Initial Stockholders have agreed to waive their redemption rights concerning their shares in connection with the Business Combination[56]. Working Capital and Expenses - The Company believes it will not have sufficient working capital to meet its needs through the completion of a Business Combination or within nine months from the Initial Public Offering[74]. - The company expects to incur increased expenses due to being a public company, including legal and compliance costs[85]. - The company has a maximum estimated annual franchise tax obligation of $200,000 as a Delaware corporation[100]. Stock and Equity - As of September 30, 2023, the company has 6,900,000 shares of common stock subject to possible redemption, valued at $10.35 per share[148]. - The company sold 6,900,000 Units at a price of $10.00 per Unit during the Initial Public Offering, each consisting of one share of common stock and one redeemable warrant[143]. - As of November 6, 2023, there were 9,055,000 shares of common stock issued and outstanding[144]. - The company accounts for its common stock subject to possible redemption as temporary equity, with 6,900,000 shares presented at redemption value as of September 30, 2023[135]. - The company’s net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period[133]. Compliance and Policies - The Company adopted an insider trading policy to prevent insiders from trading during blackout periods and requires pre-clearance for trades[56]. - The company complies with ASC 340-10-S99-1 regarding offering costs, which are recorded as a reduction in equity[141]. - The estimated fair values of investments held in the Trust Account are determined using available market information[110]. - The company has not recognized any unrecognized tax benefits as of September 30, 2023, and December 31, 2022[140]. - The company has not incurred any Working Capital Loans as of December 31, 2022[117]. - The company’s promissory note was deemed repaid and settled upon the closing of the Initial Public Offering, and is no longer available as of September 30, 2023[116].

Financial Position - The net proceeds from the initial public offering and private placement amounted to $70,610,000, with $70,207,500 placed in the trust account[137]. - As of June 30, 2023, the company had a working capital deficit of $482,395 and only $1,181 in its operating bank account[138]. - The company has no long-term debt or capital lease obligations, only a monthly fee agreement[141]. - The proceeds in the trust account are invested in U.S. government treasury obligations with a maturity of 185 days or less[137]. - The company is evaluating the impact of the COVID-19 pandemic on its financial position, but the specific impact is not determinable at this time[122]. Shareholder Equity - The company is authorized to issue 100,000,000 shares of common stock with a par value of $0.0001[124]. - The company may significantly dilute the equity interest of existing investors if additional shares are issued[136]. Operational Expenses - The company incurs a monthly fee of $7,500 to an affiliate of its Sponsor for office space and administrative support, starting from March 1, 2023[141]. Business Combination - The company intends to effectuate its initial business combination using cash from the proceeds of its initial public offering and private placement units[135]. - The company has not identified any subsequent events that would require adjustment or disclosure in the financial statements[132].

The fair value of certain of the Company's assets and liabilities, which qualify as financial instruments under ASC 820, "Fair Value Measurements and Disclosures," approximates the carrying amounts represented in the condensed balance sheets. The fair values of cash, prepaid expenses, accrued offering costs and expenses, and amounts due to related parties are estimated to approximate the carrying values as of March 31, 2023 due to the short maturities of such instruments. Concentration of Credit Risk Warran ...