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Bellevue Life Sciences Acquisition (BLAC) - 2023 Q3 - Quarterly Report

Financial Overview - The Company raised a total of 70,207,500fromitsInitialPublicOfferingandrelatedtransactions,whichisheldinaTrustAccountinvestedinU.S.governmentsecurities[54].FortheninemonthsendedSeptember30,2023,thecompanyreportedanetincomeof70,207,500 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 21,136forthesameperiodin2022[86].ForthethreemonthsendedSeptember30,2023,thecompanyhadanetincomeof21,136 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 20,022inthesamequarterof2022[96].Thecompanygeneratednonoperatingincomeof20,022 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 57,955initsoperatingbankaccountandaworkingcapitaldeficitof57,955 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,tocompleteitsinitialbusinesscombination[99].BusinessCombinationandRedemptionPublicStockholderscanredeemtheirsharesforaprorataportionoftheTrustAccount,initiallyestimatedat70,207,500, 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 5,000,001toproceedwithaBusinessCombination,andamajorityofsharesmustvoteinfavor[55].IfaBusinessCombinationisnotcompletedbyNovember14,2023,theCompanywillliquidateandredeem1005,000,001 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 10.35pershare[148].Thecompanysold6,900,000Unitsatapriceof10.35 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].