Bellevue Life Sciences Acquisition (BLAC) - 2024 Q4 - Annual Report

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].