BLACR / Bellevue Life Sciences Acquisition Corp. - Equity Right - Документы SEC, Годовой отчет, Доверенное заявление

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMTION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMTION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rul

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 10, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 10, 2025 OSR HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-41390 84-5052822 (State or Other Jurisdiction (Commission File Number) (IRS Employer

AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT OSR HOLDINGS, INC.

Exhibit 10.1 AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT OSR HOLDINGS, INC. This AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT (this “Amendment”), effective as of June 30, 2025, amends that certain NOTE PURCHASE AGREEMENT, dated May 6, 2025 (the “Agreement”), by and between OSR HOLDINGS, INC., a Delaware corporation (the “Company”) and WHITE LION CAPITAL, LLC, DBA WHITE LION GBM INNOVATION FUND, a Nev

AMENDMENT NO. 1 TO COMMON STOCK PURCHASE WARRANT OSR HOLDINGS, INC.

Exhibit 10.2 AMENDMENT NO. 1 TO COMMON STOCK PURCHASE WARRANT OSR HOLDINGS, INC. This AMENDMENT NO. 1 TO COMMON STOCK PURCHASE WARRANT (this “Amendment”), effective as of June 30, 2025, amends that certain COMMON STOCK PURCHASE WARRANT, dated May 6, 2025 (the “Warrant”), issued by OSR HOLDINGS, INC. (the “Company”) to WHITE LION CAPITAL, LLC, DBA WHITE LION GBM INNOVATION FUND (the “Holder”). All

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

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, 2025 ☐ TRANSITION REPORT PUR

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, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to OSR HOLDINGS, INC.

Note Purchase Agreement, dated as of May 6, 2025, between OSR Holdings, Inc. and White Lion Capital, LLC.

Exhibit 10.1 NOTE PURCHASE AGREEMENT THIS NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of May 6, 2025 (the “Execution Date”), is entered into by and between OSR HOLDINGS, INC., a Delaware corporation (the “Company”), and WHITE LION CAPITAL, LLC, dba White Lion GBM Innovation Fund, a Nevada limited liability company (the “Buyer”). Each capitalized term used herein shall have the meaning asc

Amendment No. 1 to Common Stock Purchase Agreement, between OSR Holdings, Inc. and White Lion Capital LLC.

Exhibit 10.4 AMENDMENT NO. 1 TO COMMON STOCK PURCHASE AGREEMENT BETWEEN OSR HOLDINGS INC. AND WHITE LION CAPITAL, LLC, DBA WHITE LION GBM INNOVATION FUND THIS AMENDMENT NO. 1 TO COMMON STOCK PURCHASE AGREEMENT (this “Amendment”), effective May 6, 2025 (the “Amendment Effective Date”), is by and between OSR Holdings, Inc., a Delaware corporation (the “Company”), and White Lion Capital, LLC, dba Whi

Common Stock Purchase Warrant, issued May 6, 2025, by OSR Holdings, Inc to White Lion Capital, LLC.

Exhibit 10.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

Senior Secured Convertible Promissory Note, issued May 6, 2025, by OSR Holdings, Inc. to White Lion Capital LLC.

Exhibit 10.2 NEITHER THE ISSUANCE NOR SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR

OSR HOLDINGS Innovation Headquarters | NASDAQ : OSRH Investor Update | August 6, 2025 OSR HOLDINGS Innovation Headquarters N A S D A Q : O S R H Forward Looking Statements This material has been prepared by OSR Holdings, Inc . (the “Company”) solely

Exhibit 99.1 OSR HOLDINGS Innovation Headquarters | NASDAQ : OSRH Investor Update | August 6, 2025 OSR HOLDINGS Innovation Headquarters N A S D A Q : O S R H Forward Looking Statements This material has been prepared by OSR Holdings, Inc . (the “Company”) solely for the purpose of providing information during presentations intended for institutional and general investors . Redistribution, duplicat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2025 OSR HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-41390 85-5052822 (State or Other Jurisdiction of Incorporation) (Commission File Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 24, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 24, 2025 OSR HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-41390 84-5052822 (State or Other Jurisdiction (Commission File Number) (IRS Employer o

OSR Holdings Enters into Term Sheet to Acquire Woori IO, a Pioneer in Noninvasive Glucose Monitoring Technology

Exhibit 99.1 OSR Holdings Enters into Term Sheet to Acquire Woori IO, a Pioneer in Noninvasive Glucose Monitoring Technology July 24, 2025 – Bellevue, WA / Seoul, Korea — OSR Holdings, Inc. (NASDAQ: OSRH), a global healthcare company advancing biomedical and wellness innovation, today announced it has signed a term sheet (“Term Sheet”) with Woori IO Co., Ltd. (“WORIO”), a South Korean medical devi

Term Sheet, dated as of July 24, 2025, between OSR Holdings Co., Ltd., OSR Holdings, Inc,. and Woori IO Co., Ltd.

Exhibit 10.1 OSR Holdings, Inc. 10900 NE 4th Street, 2300 Bellevue, WA 98004 July 24. 2025 This Term Sheet outlines the preliminary, non-binding terms for the proposed transaction involving the acquisition of Woori IO Co., Ltd. (“WORIO”) by OSR Holdings Co., Ltd. (“OSRK”) through a comprehensive share exchange (the “Share Exchange”) whereby WORIO shall become a wholly- owned subsidiary of OSRK. Th

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 26, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 26, 2025 OSR HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-41390 85-5052822 (State or Other Jurisdiction (Commission File Number) (IRS Employer o

OSR Holdings, Inc. Up to 15,410,000 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-287626 PROSPECTUS SUPPLEMENT NO.1 (to Prospectus dated June 20, 2025) OSR Holdings, Inc. Up to 15,410,000 Shares of Common Stock This prospectus supplement (this “Supplement”) is being filed to update and supplement the information contained in the prospectus dated June 20, 2025 (as supplemented or amended from time to time, the “Prospectus”).

OSR Holdings, Inc. Up to 15,410,000 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-287626 PROSPECTUS OSR Holdings, Inc. Up to 15,410,000 Shares of Common Stock This prospectus relates to the registration for resale or other disposition from time to time by White Lion Capital LLC dba White Lion GBM Innovation Fund (“White Lion” or the “Selling Stockholder”) of: (i) up to 9,500,000 shares of common stock of OSR Holdings, Inc. (

OSR Holdings, Inc. 10900 NE 4th Street, Suite 2300 Bellevue, WA 98004

OSR Holdings, Inc. 10900 NE 4th Street, Suite 2300 Bellevue, WA 98004 June 12, 2025 VIA EDGAR TRANSMISSION Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Attention: Jane Park Re: OSR Holdings, Inc. Registration Statement on Form S-1 (as amended) File No. 333-287626 REQUEST FOR ACCELERATION OF EFFECTIVENESS Ladies and Gentlemen: Pursuant

As filed with the Securities and Exchange Commission on June 10, 2025

As filed with the Securities and Exchange Commission on June 10, 2025 Registration No.

Filing Fee Table

Exhibit 107 Title of Each Class of Securities to be Registered Amount to be registered Proposed Maximum Offering Price Per Unit Proposed Maximum Aggregate Offering Price Amount of Registration Fee Common Stock subject to ELOC 9,500,000 shares $ 1.

As filed with the Securities and Exchange Commission on May 28, 2025

As filed with the Securities and Exchange Commission on May 28, 2025 Registration No.

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: March 31, 2025 ☐ TRANSITION REPORT PU

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: March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to OSR HOLDINGS, INC.

Common Stock Purchase Warrant, issued May 6, 2025, by OSR Holdings, Inc to White Lion Capital, LLC.

Exhibit 10.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

Senior Secured Convertible Promissory Note, issued May 6, 2025, by OSR Holdings, Inc. to White Lion Capital LLC.

Exhibit 10.2 NEITHER THE ISSUANCE NOR SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR

Amendment No. 1 to Common Stock Purchase Agreement, between OSR Holdings, Inc. and White Lion Capital LLC.

Exhibit 10.4 AMENDMENT NO. 1 TO COMMON STOCK PURCHASE AGREEMENT BETWEEN OSR HOLDINGS INC. AND WHITE LION CAPITAL, LLC, DBA WHITE LION GBM INNOVATION FUND THIS AMENDMENT NO. 1 TO COMMON STOCK PURCHASE AGREEMENT (this “Amendment”), effective May 6, 2025 (the “Amendment Effective Date”), is by and between OSR Holdings, Inc., a Delaware corporation (the “Company”), and White Lion Capital, LLC, dba Whi

Note Purchase Agreement, dated as of May 6, 2025, between OSR Holdings, Inc. and White Lion Capital, LLC.

Exhibit 10.1 NOTE PURCHASE AGREEMENT THIS NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of May 6, 2025 (the “Execution Date”), is entered into by and between OSR HOLDINGS, INC., a Delaware corporation (the “Company”), and WHITE LION CAPITAL, LLC, dba White Lion GBM Innovation Fund, a Nevada limited liability company (the “Buyer”). Each capitalized term used herein shall have the meaning asc

Read Instruction (on back page) Before Preparing Form. Please Print or Type. Nothing in this Form shall be construed to imply that the Commission has verified any information contained herein.

OMB APPROVAL UNITED STATES OMB Number:3235-0058 SECURITIES AND EXCHANGE COMMISSION Expires: May 31, 2025 Washington, D.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 6, 2025 OSR HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-41390 84-5052822 (State or Other Jurisdiction (Commission File Number) (IRS Employer of

Common Stock Purchase Warrant, issued May 6, 2025, by OSR Holdings, Inc. to White Lion Capital, LLC. (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on May 12, 2025)

Exhibit 10.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

Note Purchase Agreement, dated as of May 6, 2025, between OSR Holdings, Inc. and White Lion Capital, LLC. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 12, 2025)

Exhibit 10.1 NOTE PURCHASE AGREEMENT THIS NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of May 6, 2025 (the “Execution Date”), is entered into by and between OSR HOLDINGS, INC., a Delaware corporation (the “Company”), and WHITE LION CAPITAL, LLC, dba White Lion GBM Innovation Fund, a Nevada limited liability company (the “Buyer”). Each capitalized term used herein shall have the meaning asc

Senior Secured Convertible Promissory Note, issued May 6, 2025, by OSR Holdings, Inc. to White Lion Capital LLC. (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on May 12, 2025)

Exhibit 10.2 NEITHER THE ISSUANCE NOR SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR

Amendment No. 1 to Common Stock Purchase Agreement, between OSR Holdings, Inc. and White Lion Capital LLC. (Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on May 12, 2025)

Exhibit 10.4 AMENDMENT NO. 1 TO COMMON STOCK PURCHASE AGREEMENT BETWEEN OSR HOLDINGS INC. AND WHITE LION CAPITAL, LLC, DBA WHITE LION GBM INNOVATION FUND THIS AMENDMENT NO. 1 TO COMMON STOCK PURCHASE AGREEMENT (this “Amendment”), effective May 6, 2025 (the “Amendment Effective Date”), is by and between OSR Holdings, Inc., a Delaware corporation (the “Company”), and White Lion Capital, LLC, dba Whi

Insider Trading Policy (Incorporated by reference to Exhibit 19.1 to the Annual Report on Form 10-K filed on April 22, 2025)

Exhibit 19.1 BELLEVUE LIFE SCIENCES ACQUISITION CORP. Insider Trading Policy 1. INTRODUCTION Purpose This Insider Trading Policy (this “Policy”) was adopted by the Board of Directors to promote compliance with federal and state securities laws that prohibit insider trading and to preserve the reputation and integrity of Bellevue Life Sciences Acquisition Corp. (the “Company”). What Is Insider Trad

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 14, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 14, 2025 OSR Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-41390 84-5052822 (State or Other Jurisdiction (Commission File Number) (IRS Empl

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Exhibit 99.2 Comparison of the Years Ended December 31, 2023 and 2024 The following table presents OSR Holdings’ statements of operations for the years ended December 31, 2023 and 2024, and the Korean won (KRW) and percentage change between the two years: Year Ended December 31, (Korean won in thousands) 2023 2024 Change $ Change % Net Sales: 4,453,551 4,815,262 361,711 8 % Cost of Sales 3,278,703

Table of contents

Exhibit 99.1 OSR Holdings Co., Ltd. and its subsidiaries Consolidated financial statements for the years ended December 31, 2024 and 2023 with the independent Registered Public Accounting Firm’s report OSR Holdings Co., Ltd. Table of contents Page Report of Independent Registered Public Accounting Firm 1 Consolidated financial statements 2 Consolidated balance sheets 3 Consolidated statements of o

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Introduction On May 23, 2024, BLAC and OSR Holdings entered into an Amended & Restated Business Combination Agreement. The Amended and Restated Business Combination Agreement was amended on December 20, 2024. The following unaudited pro forma condensed combined financial information (the “Pro Forma Information”) presents the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to     OSR HOLDINGS, INC.

Read Instruction (on back page) Before Preparing Form. Please Print or Type. Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB Number: 3235-0058 Expires: April 30, 2025 Estimated average burden hours per response. 2.50 SEC FILE NUMBER 001-41390 CUSIP NUMBER 68840D102 (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31,

OSR Holdings Appoints Dr. Constance Höfer as Chief Scientific Officer

Exhibit 99.1 OSR Holdings Appoints Dr. Constance Höfer as Chief Scientific Officer March 25, 2025 — OSR Holdings, Inc. (NASDAQ: OSRH), a global healthcare company dedicated to advancing healthcare outcomes and improving the quality of life for people and their families, today announced the appointment of Dr. Constance Höfer as its new Chief Scientific Officer (CSO). Dr. Höfer, a seasoned leader in

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 24, 2025 OSR HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-41390 84-5052822 (State or other jurisdiction of incorporation) (Commission File

Common Stock Purchase Agreement, dated as of December 31, 2024, by and between OSR Holdings, Inc. and White Lion Capital LLC (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-41390) filed with the SEC on February 28, 2025)

Exhibit 10.1 EXECUTION COPY COMMON STOCK PURCHASE AGREEMENT This Common Stock Purchase Agreement (this “ Agreement ”) is entered into effective as February 25 , 2025 (the “ Execution Date ”), by and between OSR Holdings Inc . , a Delaware corporation (the “ Company ”), and White Lion Capital, LLC, dba White Lion GBM Innovation Fund, a Nevada limited liability company (the “ Investor ”) . WHEREAS ,

Registration Rights Agreement, dated as of December 31, 2024, by and between OSR Holdings, Inc. and White Lion Capital LLC (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-41390) filed with the SEC on February 28, 2025)

Exhibit 10.2 EXECUTION COPY REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “ Agreement ”) is entered into effective as February 25 , 2025 (the “ Execution Date ”), by and between OSR Holdings Inc . , a corporation organized under the laws of Delaware (the “ Company ”), and White Lion Capital, LLC, dba White Lion GBM Innovation Fund, a Nevada limited liability company (the “

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 25, 2025 OSR HOLDINGS, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 25, 2025 OSR HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-41390 84-5052822 (State or Other Jurisdiction (Commission File Number) (IRS Employ

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 14, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 14, 2025 OSR Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-41390 84-5052822 (State or Other Jurisdiction (Commission File Number) (IRS Employ

2

Exhibit 99.1 Comparison of the Three Months Ended September 30, 2023 and 2024 The following table presents OSR Holdings’s statement of operations data for the three months ended September 30, 2023 and 2024, and the Korean won (KRW) and percentage change between the two periods: Three Months Ended September 30, (Korean Won in thousands) 2023 2024 Change $ Change % (Unaudited) Net Sales: 1,154,906 1

Form of Non-Participating Joinder

Exhibit 10.2 JOINDER (Non-Participating Stockholder Form) This JOINDER (this “Joinder”) is entered into by and between the undersigned Non-Participating Company Stockholder set forth on the signature page hereto (the “Joined Party”) and Bellevue Life Sciences Acquisition Corp., a Delaware corporation (“BLAC”). Capitalized terms used but not defined herein shall have the meanings set forth in the A

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.4 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Introduction On May 23, 2024, BLAC and OSR Holdings entered into an Amended & Restated Business Combination Agreement. The Amended and Restated Business Combination Agreement was amended on December 20, 2024. The following unaudited pro forma condensed combined financial information (the “Pro Forma Information”) presents the

Table of contents

Exhibit 99.2 OSR Holdings Co., Ltd. and its subsidiaries Consolidated financial statements for the years ended December 31, 2023 and 2022 with the independent Registered Public Accounting Firm’s report OSR Holdings Co., Ltd. Table of contents Page Report of Independent Registered Public Accounting Firm 1 Consolidated financial statements Consolidated balance sheets 3 Consolidated statements of ope

CHARTER OF THE CORPORATE GOVERNANCE AND NOMINATION COMMITTEE OF THE BOARD OF DIRECTORS OF OSR HOLDINGS, INC.

Exhibit 99.5 CHARTER OF THE CORPORATE GOVERNANCE AND NOMINATION COMMITTEE OF THE BOARD OF DIRECTORS OF OSR HOLDINGS, INC. I. STATUS The Corporate Governance and Nomination Committee (the “Nominating Committee”) is a committee of the Board of Directors (the “Board”) of OSR Holdings, Inc. (the “Company”). II. PURPOSE The purpose of the Nominating Committee is to, among other things, discharge the re

Form of Indemnification Agreement

Exhibit 10.4 DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT This DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT (as amended from time to time, this “Agreement”), is made and entered into as of February 14, 2025 (the “Effective Date”), by and between OSR Holdings, Inc., a Delaware corporation, formerly known as “Bellevue Life Sciences Acquisition Corp.” (the “Company”), and the undersigned (“Indemn

Subsidiaries (Incorporated by reference to Exhibit 21.1 to the Company’s Current Report on Form 8-K (File No. 001-41390) filed with the SEC on February 21, 2025)

Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT Name Jurisdiction of Formation OSR Holdings Co., Ltd.(1) Republic of Korea Vaximm AG Switzerland Darnatein Co., Ltd. Republic of Korea RMC Co., Ltd. Republic of Korea * Indirect subsidiaries are indicated by indentation. (1) OSR Holdings, Inc. owns approximately 67% of the issued and outstanding shares of Series A common stock of OSR Holdings Co., Ltd.

Amended and Restated Bylaws of OSR Holdings, Inc. (Incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K (File No. 001-41390) filed with the SEC on February 21, 2025)

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF OSR HOLDINGS, INC. ARTICLE I Meetings of Stockholders Section 1.1 Annual Meetings. If required by applicable law, an annual meeting of stockholders shall be held for the election of directors at such date, time and place, if any, either within or without the State of Delaware, as may be designated by resolution or resolutions of the Board of Directors (th

Form of Lock-Up Agreement

Exhibit 10.3 LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of the Closing Date as set forth below by and between the undersigned stockholder (the “Holder”) and OSR Holdings, Inc., a Delaware corporation (“New OSR”). WHEREAS, New OSR, OSR Holdings Co., Ltd., a corporation organized under the laws of the Republic of Korea (the “Company”), each Participating Company Stockhol

Table of contents

Exhibit 99.3 OSR Holdings Co., Ltd. and its subsidiaries Consolidated financial statements for the periods ended September 30, 2024 and 2023 with the independent Registered Public Accounting Firm’s review report OSR Holdings Co., Ltd. Table of contents Page Report of Independent Registered Public Accounting Firm 1 Consolidated financial statements Consolidated balance sheets 3 Consolidated stateme

Form of Participating Joinder

Exhibit 10.1 JOINDER (Participating Stockholder Form) This JOINDER (this “Joinder”) is entered into by and between the undersigned Participating Company Stockholder set forth on the signature page hereto (the “Joined Party”) and Bellevue Life Sciences Acquisition Corp., a Delaware corporation (“BLAC”). Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 14, 2025 OSR HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-41390 84-5052822 (State or Other Jurisdiction (Commission File Number) (IRS Employ

OSR Holdings, Inc. and OSR Holdings Co., Ltd. Announce Completion of Business Combination OSR Holdings, Inc. to Begin Trading on the Nasdaq Stock Market LLC on Tuesday, February 18, 2025 Under the symbol “OSRH”

Exhibit 99.1 OSR Holdings, Inc. and OSR Holdings Co., Ltd. Announce Completion of Business Combination OSR Holdings, Inc. to Begin Trading on the Nasdaq Stock Market LLC on Tuesday, February 18, 2025 Under the symbol “OSRH” February 14, 2025 — OSR Holdings, Inc. (formerly Bellevue Life Sciences Acquisition Corp. (the “Company”)) and OSR Holdings Co., Ltd. (“OSR”) announced today the completion of

Amended and Restated Certificate of Incorporation (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-41390) filed with the SEC on February 13, 2025)

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BELLEVUE LIFE SCIENCES ACQUISITION CORP. The present name of the corporation is “Bellevue Life Sciences Acquisition Corp.” The corporation was incorporated under the name “Bellevue Life Sciences Acquisition Corp.” by the filing of its original certificate of incorporation with the Secretary of State of the State of Delaware on Februa

Amended and Restated Certificate of Incorporation

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BELLEVUE LIFE SCIENCES ACQUISITION CORP. The present name of the corporation is “Bellevue Life Sciences Acquisition Corp.” The corporation was incorporated under the name “Bellevue Life Sciences Acquisition Corp.” by the filing of its original certificate of incorporation with the Secretary of State of the State of Delaware on Februa

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 13, 2025 OSR HOLDINGS, INC (Exact Name of Registrant as Specified in Charter) Delaware 001-41390 84-5052822 (State or Other Jurisdiction (Commission File Number) (IRS Employe

Bellevue Life Sciences Acquisition Corp. Announces Approval of Business Combination Proposal And Name Change to OSR Holdings, Inc.

Exhibit 99.1 Bellevue Life Sciences Acquisition Corp. Announces Approval of Business Combination Proposal And Name Change to OSR Holdings, Inc. February 13, 2025 — Bellevue Life Sciences Acquisition Corp. (“BLAC”) announced today the approval of each of the proposals presented at the special meeting of its stockholders (the “Special Meeting”) held today, including the proposal for the business com

Bellevue Life Sciences Acquisition Corp. Announces Approval of Business Combination Proposal And Name Change to OSR Holdings, Inc.

Exhibit 99.1 Bellevue Life Sciences Acquisition Corp. Announces Approval of Business Combination Proposal And Name Change to OSR Holdings, Inc. February 13, 2025 — Bellevue Life Sciences Acquisition Corp. (“BLAC”) announced today the approval of each of the proposals presented at the special meeting of its stockholders (the “Special Meeting”) held today, including the proposal for the business com

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 13, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 13, 2025 OSR HOLDINGS, INC (Exact Name of Registrant as Specified in Charter) Delaware 001-41390 84-5052822 (State or Other Jurisdiction (Commission File Number) (IRS Employe

JOINT FILING STATEMENT PURSUANT TO RULE 13D-1(K)(1)

EX-99.1 2 ea023014301ex99-1bellevue.htm JOINT FILING AGREEMENT Exhibit 99.1 CUSIP No. 079174108 JOINT FILING STATEMENT PURSUANT TO RULE 13D-1(K)(1) The undersigned hereby consent and agree to the joint filing of Schedule 13G under the Securities Exchange Act of 1934, as amended, with respect to the Common Stock of Bellevue Life Sciences Acquisition Corp. together with any or all amendments thereto

PROXY STATEMENT FOR THE SPECIAL MEETING OF BELLEVUE LIFE SCIENCES ACQUISITION CORP. AND PROSPECTUS FOR 24,461,214 SHARES OF COMMON STOCK OF BELLEVUE LIFE SCIENCES ACQUISITION CORP.

Filed under 424(b)(3) Registration No. 333-280590 PROXY STATEMENT FOR THE SPECIAL MEETING OF BELLEVUE LIFE SCIENCES ACQUISITION CORP. AND PROSPECTUS FOR 24,461,214 SHARES OF COMMON STOCK OF BELLEVUE LIFE SCIENCES ACQUISITION CORP. To the Stockholders of Bellevue Life Sciences Acquisition Corp.: You are cordially invited to attend the special meeting of Bellevue Life Sciences Acquisition Corp., a D

BELLEVUE LIFE SCIENCES ACQUISITION CORP. 10900 NE 4th Street, Suite 2300 Bellevue, WA 98004 January 30, 2025

BELLEVUE LIFE SCIENCES ACQUISITION CORP. 10900 NE 4th Street, Suite 2300 Bellevue, WA 98004 January 30, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attn: Kristin Lochhead Li Xiao Juan Grana Katherine Bagley Re: Registration Statement on Form S-4 File No.: 333-280590 Request for Acceleration of Effectiveness Ladies a

As filed with the Securities and Exchange Commission on January 29, 2025

As filed with the Securities and Exchange Commission on January 29, 2025 Registration No.

January 29, 2025

January 29, 2025 K&L Gates LLP 925 4th Avenue, #2900 Seattle, WA 98104 T +1 206 579-0092 klgates.

As filed with the Securities and Exchange Commission on January 23, 2025

As filed with the Securities and Exchange Commission on January 23, 2025 Registration No.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 23, 2025 BELLEVUE LIFE SCIENCES ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-41390 84-5052822 (State or Other Jurisdiction (Commission Fil

Second Amendment to Promissory Notes, dated January 23, 2025, between Bellevue Life Sciences Acquisition Corp. and Bellevue Global Life Sciences Investors, LLC (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 23, 2025)

Exhibit 10.1 SECOND AMENDMENT TO PROMISSORY NOTES Reference is made to those certain promissory notes listed on Exhibit A hereto (each, a “Note” and, collectively, the “Notes”), between Bellevue Life Sciences Acquisition Corp., a Delaware corporation, and Bellevue Global Life Sciences Investors, LLC, a Delaware limited liability company. 1. Amendment of the Maturity Date. The parties hereto agree

January 23, 2025

January 23, 2025 K&L Gates LLP 925 4th Avenue, #2900 Seattle, WA 98104 T +1 206 579-0092 klgates.

Amendment to Promissory Notes, dated January 9, 2025, between Bellevue Life Sciences Acquisition Corp. and Bellevue Global Life Sciences Investors, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-41390) filed with the SEC on January 10, 2025)

Exhibit 10.1 AMENDMENT TO PROMISSORY NOTES Reference is made to those certain promissory notes listed on Exhibit A hereto (each, a “Note” and, collectively, the “Notes”), between Bellevue Life Sciences Acquisition Corp., a Delaware corporation, and Bellevue Global Life Sciences Investors, LLC, a Delaware limited liability company. 1. Extension of the Maturity Date. The parties hereto agree that Se

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 9, 2025 BELLEVUE LIFE SCIENCES ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-41390 84-5052822 (State or Other Jurisdiction of Incorporation

First Amendment to Series A Preferred Stock Subscription Agreement, dated December 17, 2024, between Bellevue Life Sciences Acquisition Corp. and Toonon Partners Co., Ltd.

Exhibit 10.35 BELLEVUE LIFE SCIENCES ACQUISITION CORP. SERIES A PREFERRED STOCK FIRST AMENDMENT TO SUBSCRIPTION AGREEMENT This FIRST AMENDMENT TO THE SUBSCRIPTION AGREEMENT (this “Amendment”) is made as of the date set forth on the signature page hereto, by and between Bellevue Life Sciences Acquisition Corp., a Delaware corporation (the “Company”), and Toonon Partners Co., Ltd., a corporation org

As filed with the Securities and Exchange Commission on December 27, 2024. Registration No. 333-280590 UNITED STATES SECURITIES AND EXCHANGE COMMISS IO N Washington, D.C. 20549 Amendment No. 2 to FORM S-4 REGISTRATION STAT E MENT UNDER THE SECURITIES

Table of Contents As filed with the Securities and Exchange Commission on December 27, 2024.

K&L Gates LLP

K&L Gates LLP 925 4th Avenue, #2900 Seattle, WA 98104 T +1 206 579-0092 klgates.com December 27, 2024 VIA EDGAR CORRESPONDENCE U.S. Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services 100 F Street N.E. Washington, D.C. 20549 Attn: Kristin Lochhead Li Xiao Juan Grana Katherine Bagley Re: Bellevue Life Sciences Acquisition Corp. Amendment

Series A Preferred Stock Subscription Agreement, dated October 4, 2024, between Bellevue Life Sciences Acquisition Corp. and Toonon Partners Co., Ltd.

Exhibit 10.34 Execution Version BELLEVUE LIFE SCIENCES ACQUISITION CORP. SERIES A REDEEMABLE PREFERRED STOCK SUBSCRIPTION AGREEMENT This agreement (the “Agreement’) is entered into as of the Effective Date set forth on the signature page hereto by and between Bellevue Life Sciences Acquisition Corp., a Delaware corporation (the “Company”) and the subscriber identified on the signature page hereto

Form of Indemnity Agreement

Exhibit 10.7 DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT This DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT (as amended from time to time, this “Agreement”), is made and entered into as of , 2025 (the “Effective Date”), by and between OSR Holdings, Inc., a Delaware corporation, formerly known as “Bellevue Life Sciences Acquisition Corp.” (the “Company”), and the undersigned (“Indemnitee”). WHE

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 17, 2024 BELLEVUE LIFE SCIENCES ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-41390 84-5052822 (State or Other Jurisdiction of Incorporati

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 17, 2024 BELLEVUE LIFE S

425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 17, 2024 BELLEVUE LIFE SCIENCES ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-41390 84-5052822 (State or Other Jurisdiction of Incorpo

Form of First Amendment to Subscription Agreement, by and among Bellevue Life Sciences Acquisition Corp. and the investors signatory thereto (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-41390) filed with the SEC on December 23, 2024)

Exhibit 10.1 BELLEVUE LIFE SCIENCES ACQUISITION CORP. SERIES A PREFERRED STOCK FIRST AMENDMENT TO SUBSCRIPTION AGREEMENT This FIRST AMENDMENT TO THE SUBSCRIPTION AGREEMENT (this “Amendment”) is made as of the date set forth on the signature page hereto, by and between Bellevue Life Sciences Acquisition Corp., a Delaware corporation (the “Company”), and Toonon Partners Co., Ltd., a corporation orga

First Amendment to Amended and Restated Business Combination Agreement, dated as of December 20, 2024 between Bellevue Life Sciences Acquisition Corp. and OSR Holdings Co., Ltd.

Exhibit 2.1 BELLEVUE LIFE SCIENCES ACQUISITION CORP. FIRST AMENDMENT TO AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT This FIRST AMENDMENT TO THE AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT (this “Amendment”) is made as of the date set forth on the signature page hereto, by and between Bellevue Life Sciences Acquisition Corp., a Delaware corporation (the “Company”), and OSR Holdings

BLAC / Bellevue Life Sciences Acquisition Corp. / RIVERNORTH CAPITAL MANAGEMENT, LLC Passive Investment

SC 13G 1 fp0091017-5sc13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 0)* Bellevue Life Sciences Acquisition Corp. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Secur

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: September 30, 2024 or ☐ TRANSITION RE

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: September 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.

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 12, 2024 BELLEVUE LIFE SCIENCES ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-41390 84-5052822 (State or Other Jurisdiction of Incorporati

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Bellevue Life Sciences Acquisition Corp dated as of November 12, 2024 (incorporated by reference to Exhibit 3.1 to BLAC’s Current Report on Form 8-K (File No. 001-41390) filed with the SEC on November 12, 2024)

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BELLEVUE LIFE SCIENCES ACQUISITION CORP. Bellevue Life Sciences Acquisition Corp., a corporation existing under the laws of the State of Delaware (the “Corporation”), by its Chief Executive Officer, hereby certifies as follows: 1. The name of the Corporation is Bellevue Life Sciences Acquisition Corp.

Loan Agreement, dated July 11, 2024, by and between BCM Europe AG and OSR Holdings Co., Ltd.

EX-10.32 Exhibit 10.32 Loan Agreement between BCM Europe AG (CHE-350.189.177) “Lender” Acting by Kuk Hyoun Hwang, CEO Gotthardstrasse 26, Zug, Switzerland and OSR Holdings Ltd. “Borrower” Acting by Gihyoun Bang, CFO Hoedong-gil 37-36, B 3FL, Paju, Gyeonggi-do Republic of Korea 100881 hereinafter jointly referred to as “Parties” and individually referred to as “Party” regarding Provision of Working

Consent of Hyuk Joo Jee

EX-99.5 Exhibit 99.5 Consent to be Named as a Director Nominee In connection with the filing by Bellevue Life Sciences Acquisition Corp. (the “Company”) of the Registration Statement on Form S-4 with the US Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee

Distribution Agreement, dated January 1, 2023, by and between RMC and MicroPort NeuroTech (Shanghai) Co., Ltd.

EX-10.33 Exhibit 10.33 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. MPNT-2022-0021 Distribution Agreement This Distribution Agreement (this “Agreement”) is dated January 1st, 2023, (the “Effective Date”) and is between: MicroPort NeuroTec

Loan Agreement, dated March 25, 2024, by and between BCM Europe AG and OSR Holdings Co., Ltd.

EX-10.31 Exhibit 10.31 Loan Agreement between BCM Europe AG (CHE-350.189.177) “Lender” Acting by Kuk Hyoun Hwang, CEO Gotthardstrasse 26, Zug, Switzerland and OSR Holdings Ltd. “Borrower” Acting by Soo Eun Nam, CFO Hoedong-gil 37-36, B 3FL, Paju, Gyeonggi-do Republic of Korea 100881 hereinafter jointly referred to as “Parties” and individually referred to as “Party” regarding Provision of Working

Loan Agreement dated November 6, 2023 between Sung Jae Yu and OSR Holdings Co., Ltd.

EX-10.29 Exhibit 10.29 Loan Agreement Lender (“Party A”) Address: Dongpangyo-ro 155, 707-803, Bundang-gu, Songnam, Gyeonggi-do Resident No.: [**] Name: Sung Jae YU Borrower (“Party B”) Address: Hoedong-gil 37-36, 3FL, Paju, Gyeonggi-do Business Registration No.: 589-86-01485 Name: OSR Holdings Co., Ltd. Representative: Kuk Hyoun HWANG On November 9, 2023, Party A and Party B entered into the follo

Loan Agreement, dated February 22, 2024, by and between BCM Europe AG and OSR Holdings Co., Ltd.

EX-10.30 Exhibit 10.30 Loan Agreement between BCM Europe AG (CHE-350.189.177) “Lender” Acting by Kuk Hyoun Hwang, CEO Gotthardstrasse 26, Zug, Switzerland and OSR Holdings Ltd. “Borrower” Acting by Soo Eun Nam, CFO Hoedong-gil 37-36, B 3FL, Paju, Gyeonggi-do Republic of Korea 100881 hereinafter jointly referred to as “Parties” and individually referred to as “Party” regarding Provision of Working

As filed with the Securities and Exchange Commission on November 8, 2024. Registration No. 333-280950 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT

Table of Contents As filed with the Securities and Exchange Commission on November 8, 2024.

Consent of Joong Myung Cho

EX-99.6 Exhibit 99.6 Consent to be Named as a Director Nominee In connection with the filing by Bellevue Life Sciences Acquisition Corp. (the “Company”) of the Registration Statement on Form S-4 with the US Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee

*******

CORRESP U.S. Securities and Exchange Commission November 8th, 2024 Page 1 K&L Gates LLP 925 4th Avenue, #2900 Seattle, WA 98104 T +1 206 579-0092 klgates.com November 8th, 2024 VIA EDGAR CORRESPONDENCE U.S. Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services 100 F Street N.E. Washington, D.C. 20549 Attn: Kristin Lochhead Li Xiao Juan Gr

List of Subsidiaries of Combined Company

EX-21.1 Exhibit 21.1 SUBSIDIARIES OF OSR Holdings Inc. Company Name Jurisdiction OSR Holdings Co., Ltd. Korea Vaximm AG Switzerland Darnatein Co., Ltd. Korea RMC Co., Ltd. Korea

Trial Agreement (Evaluation & Analysis) dated December 1, 2023, by and between Darnatein Co., Ltd. And Biotoxtech Co., Ltd.

EX-10.34 Exhibit 10.34 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. Trial Agreement (Evaluation & Analysis) Safety Test for “DRT-101” December 1, 2023 A : Darnatein Co., Ltd. B : Biotoxtech Co., Ltd. This document may not be modified, alt

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 25, 2024 BELLEVUE LIFE SC

425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 25, 2024 BELLEVUE LIFE SCIENCES ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-41390 84-5052822 (State or Other Jurisdiction of Incorpor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Promissory Note, dated October 25, 2024, between BLAC and OSR Holdings Co., Ltd. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-41390) filed with the SEC on October 28, 2024)

EX-10.1 EXHIBIT 10.1 PROMISSORY NOTE Principal Amount: $300,000 Dated October 25, 2024 OSR Holdings Co., Ltd., a corporation organized under the laws of the Republic of Korea (the “Maker”), promises to pay to the order of Bellevue Life Sciences Acquisition Corp., a Delaware corporation (the “Payee”), or its registered assigns or successors in interest, the principal sum of three hundred thousand d

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 25, 2024 BELLEVUE LIFE SC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 25, 2024 BELLEVUE LIFE SCIENCES ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-41390 84-5052822 (State or Other Jurisdiction of Incorporatio

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 16, 2024 BELLEVUE LIFE SCIENCES ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-41390 84-5052822 (State or Other Jurisdiction of Incorporatio

Convertible Promissory Note, dated October 16, 2024, between BLAC and Duksung Co., Ltd. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-41390) filed with the SEC on October 22, 2024)

EXHIBIT 10.1 NEITHER THIS PROMISSORY NOTE (“NOTE”) NOR THE SECURITIES ISSUABLE UPON CONVERSION HEREOF (THE “SECURITIES”) HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE SALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14

Promissory Note, dated October 11, 2024, between BLAC and Jun Chul Whang (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-41390) filed with the SEC on October 15, 2024)

Exhibit 10.1 PROMISSORY NOTE Principal Amount: $40,000 Dated October 10, 2024 Bellevue Life Sciences Acquisition Corp., a Delaware corporation and blank check company (the “Maker”), promises to pay to the order of Jun Chul Whang or his registered assigns or successors in interest (the “Payee”), the principal sum of forty thousand dollars ($40,000) in lawful money of the United States of America, o

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 10, 2024 BELLEVUE LIFE SCIENCES ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-41390 84-5052822 (State or Other Jurisdiction of Incorporatio

Form of Subscription Agreement, by and among Bellevue Life Sciences Acquisition Corp. and the investors signatory thereto. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 10, 2024)

Exhibit 10.1 BELLEVUE LIFE SCIENCES ACQUISITION CORP. SERIES A REDEEMABLE PREFERRED STOCK SUBSCRIPTION AGREEMENT This agreement (the “Agreement”) is entered into as of the Effective Date set forth on the signature page hereto by and between Bellevue Life Sciences Acquisition Corp., a Delaware corporation (the “Company”) and the subscriber identified on the signature page hereto (the “Subscriber”).

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 4, 2024 BELLEVUE LIFE SCIENCES ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-41390 84-5052822 (State or Other Jurisdiction of Incorporation

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 4, 2024 BELLEVUE LIFE SCIENCES ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-41390 84-5052822 (State or Other Jurisdiction of Incorporation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 4, 2024 BELLEVUE LIFE SCI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 4, 2024 BELLEVUE LIFE SCIENCES ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-41390 84-5052822 (State or Other Jurisdiction of Incorporation

Amendment to Promissory Note, dated September 20, 2024, between BLAC and Jun Chul Whang (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-41390) filed with the SEC on September 24, 2024)

Exhibit 10.1 AMENDMENT TO PROMISSORY NOTE Reference is made to that certain promissory note, dated February 9, 2024 (the “Note”), between Bellevue Life Sciences Acquisition Corp., a Delaware corporation, and Jun Chul Whang. Capitalized terms used herein and not defined herein shall have the meanings ascribed to such terms in the Note. 1. Extension of the Maturity Date. The parties hereto agree tha

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 20, 2024 BELLEVUE LIFE SCIENCES ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-41390 84-5052822 (State or Other Jurisdiction of Incorporat

Amendment to Promissory Note, dated September 20, 2024, between BLAC and Josh Pan (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-41390) filed with the SEC on September 24, 2024)

Exhibit 10.2 AMENDMENT TO PROMISSORY NOTE Reference is made to that certain promissory note, dated March 8, 2024 (the “Note”), between Bellevue Life Sciences Acquisition Corp., a Delaware corporation, and Josh Pan. Capitalized terms used herein and not defined herein shall have the meanings ascribed to such terms in the Note. 1. Extension of the Maturity Date. The parties hereto agree that Section

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 10, 2024 BELLEVUE LIFE SCIENCES ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-41390 84-5052822 (State or Other Jurisdiction (Commission (

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 20, 2024 BELLEVUE LIFE SCIENCES ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-41390 84-5052822 (State or Other Jurisdiction of Incorporation

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

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.

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 13, 2024 BELLEVUE LIFE SCIENCES ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-41390 84-5052822 (State or Other Jurisdiction of Incorporation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one):  ☐ Form 10-K  ☐ Form 20-F  ☐ Form 11-K ☑ Form 10-Q  ☐ Form 10-D  ☐ Form N-CEN  ☐ Form N-CSR For Period Ended: June 30, 2024 ☐

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one):  ☐ Form 10-K  ☐ Form 20-F  ☐ Form 11-K ☑ Form 10-Q  ☐ Form 10-D  ☐ Form N-CEN  ☐ Form N-CSR For Period Ended: June 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition

BLAC / Bellevue Life Sciences Acquisition Corp. / Bellevue Global Life Science Investors LLC - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Bellevue Life Sciences Acquisition Corp. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 079174108 (CUSIP Number) June 30, 2024 (Date of Event which Requires Filing of this Statement) Check the appropria

JOINT FILING STATEMENT PURSUANT TO RULE 13D-1(K)(1)

EX-99.1 2 d820611dex991.htm EX-99.1 EXHIBIT 99.1 CUSIP No. 079174108 JOINT FILING STATEMENT PURSUANT TO RULE 13D-1(K)(1) The undersigned hereby consent and agree to the joint filing of Schedule 13G under the Securities Exchange Act of 1934, as amended, with respect to the Common Stock of Bellevue Life Sciences Acquisition Corp. together with any or all amendments thereto, when and if required. The

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 11, 2024 BELLEVUE LIFE SCIENCES ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-41390 84-5052822 (State or Other Jurisdiction of Incorporation)

Promissory Note, dated July 11, 2024, issued by Bellevue Life Sciences Acquisition Corp. to Bellevue Global Life Sciences Investors, LLC (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-41390) filed with the SEC on July 16, 2024)

EXHIBIT 10.1 PROMISSORY NOTE Principal Amount: $300,000 Dated July 11, 2024 Bellevue Life Sciences Acquisition Corp., a Delaware corporation and blank check company (the “Maker”), promises to pay to the order of Bellevue Global Life Sciences Investors LLC or its registered assigns or successors in interest (the “Payee”), the principal sum of three hundred thousand dollars ($300,000) in lawful mone

Consent of Seng Chin Mah

Exhibit 99.4 Consent to be Named as a Director Nominee In connection with the filing by Bellevue Life Sciences Acquisition Corp. (the “Company”) of the Registration Statement on Form S-4 with the US Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the

Consent of Alcide Barberis

Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by Bellevue Life Sciences Acquisition Corp. (the “Company”) of the Registration Statement on Form S-4 with the US Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the

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CORRESP U.S. Securities and Exchange Commission June 28, 2024 Page 1 K&L GATES LLP 925 4th Avenue, #2900 SEATTLE, WA 98104 T +1 206 579-0092 klgates.com June 28, 2024 VIA EDGAR CORRESPONDENCE U.S. Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services 100 F Street N.E. Washington, D.C. 20549 Attn: Kristin Lochhead   Li Xiao   Juan Grana  

As filed with the Securities and Exchange Commission on June 28, 202 4. Registration No. 333-    UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BELLEVUE LIFE SC

Table of Contents As filed with the Securities and Exchange Commission on June 28, 202 4.

Calculation of Filing Fee Tables

Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) Bellevue Life Sciences Acquisition Corp.

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 23, 2024 BELLEVUE LIFE SCIENCES ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-41390 84-5052822 (State or Other Jurisdiction of Incorporation)

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 7, 2024 BELLEVUE LIFE SCIENCES ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-41390 84-5052822 (State or Other Jurisdiction (Commission (IRS Em

Amended and Restated Business Combination Agreement, dated as of May 23, 2024, between Bellevue Life Sciences Acquisition Corp. and OSR Holdings Co., Ltd. (Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No. 001-41390) filed with the SEC on May 30, 2024)*

Exhibit 2.1 AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT by and among OSR HOLDINGS CO., LTD., BELLEVUE LIFE SCIENCES ACQUISITION CORP. and THE COMPANY STOCKHOLDERS (AS DEFINED HEREIN) TABLE OF CONTENTS Page ARTICLE I CERTAIN DEFINITIONS 3 1.01 Certain Definitions 3 1.02 Construction 15 ARTICLE II THE BUSINESS COMBINATION; CLOSING 16 2.01 Share Exchange 16 2.02 Delivery of Shares 16 2.03 Tre

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 23, 2024 BELLEVUE LIFE SCIENCES ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-41390 84-5052822 (State or Other Jurisdiction (Commission (IRS Em

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 23, 2024 BELLEVUE LIFE SCIENC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 23, 2024 BELLEVUE LIFE SCIENCES ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-41390 84-5052822 (State or Other Jurisdiction (Commission (IRS Em

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: March 31, 2024 or ☐ TRANSITION REPORT

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: March 31, 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.

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 14, 2024 BELLEVUE LIFE SCIENCES ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-41390 84-5052822 (State or Other Jurisdiction of Incorporation) (

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Bellevue Life Sciences Acquisition Corp. dated as of May 14, 2024 (incorporated by reference to Exhibit 3.1 to BLAC’s Current Report on Form 8-K (File No. 001-41390) filed with the SEC on May 14, 2024)

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BELLEVUE LIFE SCIENCES ACQUISITION CORP. Bellevue Life Sciences Acquisition Corp., a corporation existing under the laws of the State of Delaware (the “Corporation”), by its Chief Executive Officer, hereby certifies as follows: 1. The name of the Corporation is Bellevue Life Sciences Acquisition Corp.

Promissory Note, dated May 14, 2024, issued by BLAC to Bellevue Global Life Sciences Investors LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-41390) filed with the SEC on May 14, 2024)

Exhibit 10.1 PROMISSORY NOTE Principal Amount: $140,000 Dated May 14, 2024 Bellevue Life Sciences Acquisition Corp., a Delaware corporation and blank check company (the “Maker”), promises to pay to the order of Bellevue Global Life Sciences Investors LLC or its registered assigns or successors in interest (the “Payee”), the principal sum of one hundred and forty thousand dollars ($140,000) in lawf

Bellevue Life Sciences Acquisitions Corp. Reminds Stockholders to Vote in Favor of Extension at May 14, 2024 Stockholder Meeting

EX-99.1 EXHIBIT 99.1 Bellevue Life Sciences Acquisitions Corp. Reminds Stockholders to Vote in Favor of Extension at May 14, 2024 Stockholder Meeting Bellevue, WA—May 13, 2024—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 busine

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2024 BELLEVUE LIFE SCIENC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2024 BELLEVUE LIFE SCIENCES ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-41390 84-5052822 (State or Other Jurisdiction of Incorporation) (

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2024 BELLEVUE LIFE SCIENCES ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-41390 84-5052822 (State or Other Jurisdiction of Incorporation) (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2024 BELLEVUE LIFE SCIENC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2024 BELLEVUE LIFE SCIENCES ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-41390 84-5052822 (State or Other Jurisdiction (Commission (IRS Em

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2024 BELLEVUE LIFE SCIENCES ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-41390 84-5052822 (State or Other Jurisdiction (Commission (IRS Em

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 17, 2024 BELLEVUE LIFE SCIENCES ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-41390 84-5052822 (State or Other Jurisdiction of Incorporation)

Promissory Note, dated April 17, 2024, issued by BLAC to Bellevue Global Life Sciences Investors LLC (incorporated by reference to Exhibit 10.1 to BLAC’s Current Report on Form 8-K (File No. 001-41390) filed with the SEC on April 22, 2024)

Exhibit 10.1 PROMISSORY NOTE Principal Amount: $50,000 Dated April 17, 2024 Bellevue Life Sciences Acquisition Corp., a Delaware corporation and blank check company (the “Maker”), promises to pay to the order of Bellevue Global Life Sciences Investors LLC or its registered assigns or successors in interest (the “Payee”), the principal sum of fifty thousand dollars ($50,000) in lawful money of the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to       BELLEVUE LIFE SCIENCES ACQUISITION CORP.

Subsidiaries of the Company*

Exhibit 21.1 SUBSIDIARIES OF BELLEVUE LIFE SCIENCES ACQUISITION CORP. None.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 8, 2024 BELLEVUE LIFE SCIENCES ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-41390 84-5052822 (State or Other Jurisdiction (Commission (IRS E

Promissory Note, dated April 8, 2024, issued by BLAC to Bellevue Global Life Sciences Investors LLC (incorporated by reference to Exhibit 10.1 to BLAC’s Current Report on Form 8-K (File No. 001-41390 filed with the SEC on April 11, 2024)

EXHIBIT 10.1 PROMISSORY NOTE Principal Amount: $1,200,000 Dated April 8, 2024 Bellevue Life Sciences Acquisition Corp., a Delaware corporation and blank check company (the "Maker"), promises to pay to the order of Bellevue Global Life Sciences Investors LLC or its registered assigns or successors in interest (the "Payee"), the principal sum of one million, two hundred thousand dollars ($1,200,000)

SECURITIES AND EXCHANGE COMMISSION

UNITED STATES         SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549                                            FORM 12b-25                                         NOTIFICATION OF LATE FILING            OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2025 Estimated average burden hours per response 2.50 SEC FILE NUMBER 001-41390 CUSIP NUMBER 079174108 (Check one):  ☒ Form 10-K ☐ F

Promissory Note, dated March 8, 2024, issued by BLAC to Josh Pan (incorporated by reference to Exhibit 10.1 to BLAC’s Current Report on Form 8-K (File No. 001-41390 filed with the SEC on March 13, 2024)

EXHIBIT 10.1 PROMISSORY NOTE Principal Amount: $60,000 March 8, 2024 Bothell, Washington State Bellevue Life Sciences Acquisition Corp., a Delaware corporation and blank check company (the "Maker"), promises to pay to the order of Josh Pan or his registered assigns or successors in interest (the "Payee"), or order, the principal sum of sixty thousand dollars ($60,000) in lawful money of the United

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 8, 2024 BELLEVUE LIFE SCIENCES ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-41390 84-5052822 (State or Other Jurisdiction (Commission (IRS E

K&L GATES LLP

DRSLTR K&L GATES LLP 925 4th Avenue, #2900 SEATTLE, WA 98104 T +1 206 579-0092 klgates.

As confidentially submitted to the Securities and Exchange Commission on February 29, 2024. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information contained herein remains strictl

Table of Contents As confidentially submitted to the Securities and Exchange Commission on February 29, 2024.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 15, 2024 BELLEVUE LIFE SCIENCES ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-41390 84-5052822 (State or Other Jurisdiction (Commission (I

Promissory Note, dated February 9, 2024, issued by BLAC to Jun Chul Whang (incorporated by reference to Exhibit 10.1 to BLAC’s Current Report on Form 8-K (File No. 001-41390) filed with the SEC on February 13, 2024)

EXHIBIT 10.1 PROMISSORY NOTE Principal Amount: $75,000 February 9, 2024 New York, New York Bellevue Life Sciences Acquisition Corp., a Delaware corporation and blank check company (the "Maker"), promises to pay to the order of Jun Chul Whang or his registered assigns or successors in interest (the "Payee"), or order, the principal sum of seventy-five thousand dollars ($75,000) in lawful money of t

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 9, 2024 BELLEVUE LIFE SCIENCES ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-41390 84-5052822 (State or Other Jurisdiction (Commission (IR

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Bellevue Life Sciences Acquisition Corp. dated as of February 9, 2024 (incorporated by reference to Exhibit 3.1 to BLAC’s Current Report on Form 8-K (File No. 001-41390) filed with the SEC on February 13, 2024)

EXHIBIT 3.1 STATE OF DELAWARE CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BELLEVUE LIFE SCIENCES ACQUISITION CORP. Bellevue Life Sciences Acquisition Corp., a corporation existing under the laws of the State of Delaware (the “Corporation”), by its Chief Executive Officer, hereby certifies as follows: 1. The name of the Corporation is Bellevue Life Sciences

US0791741087 / Bellevue Life Sciences Acquisition Corp. / Bellevue Global Life Science Investors LLC - SCHEDULE 13G Passive Investment

SC 13G 1 sc13g.htm SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Bellevue Life Sciences Acquisition Corp. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 079174108 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check t

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CORRESP K&L GATES LLP 925 Fourth Avenue Suite 2900 Seattle, WA 98104 T +1 206 623-7580 klgates.

K&L GATES LLP

DRSLTR K&L GATES LLP 925 4th Avenue, #2900 SEATTLE, WA 98104 T +1 206 579-0092 klgates.

As confidentially submitted to the Securities and Exchange Commission on December 21, 2023. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information contained herein remains strictl

Table of Contents As confidentially submitted to the Securities and Exchange Commission on December 21, 2023.

OSR Holdings Co., Ltd. Enters Into Business Combination Agreement with Bellevue Life Sciences Acquisition Corp.

Exhibit 99.1 OSR Holdings Co., Ltd. Enters Into Business Combination Agreement with Bellevue Life Sciences Acquisition Corp. BELLEVUE, WA & SEOUL, KR, November 16, 2023 - Bellevue Life Sciences Acquisition Corp. (Nasdaq: BLAC), a publicly traded special purpose acquisition company (“BLAC”), and OSR Holdings Co., Ltd. (“OSR Holdings”), a global healthcare holding company, announced today that they

Promissory Note, dated November 13, 2023, issued by BLAC to Bellevue Capital Management LLC (incorporated by reference to Exhibit 10.3 to BLAC’s Current Report on Form 8-K (File No. 001-41390) filed with the SEC on November 16, 2023)

Exhibit 10.3 PROMISSORY NOTE Principal Amount: $180,000 Dated as of November 13, 2023 New York, New York Bellevue Life Sciences Acquisition Corp., a Delaware corporation and blank check company (the “Maker”), promises to pay to the order of Bellevue Capital Management LLC or its registered assigns or successors in interest (the “Payee”), or order, the principal sum of one hundred eighty thousand d

Incentive-Based Compensation Recovery Policy (incorporated by reference to Exhibit 10.4 to BLAC’s Current Report on Form 8-K (File No. 001-41390) filed with the SEC on November 16, 2023)

Exhibit 10.4 BELLEVUE LIFE SCIENCES ACQUISITION CORP. INCENTIVE-BASED COMPENSATION RECOVERY POLICY 1. Policy Purpose. The purpose of this Bellevue Life Sciences Acquisition Corp. (the “Company”) Incentive-Based Compensation Recovery Policy (this “Policy”) is to enable the Company to recover Erroneously Awarded Compensation in the event that the Company is required to prepare an Accounting Restatem

Business Combination Agreement, dated as of November 16, 2023, between Bellevue Life Sciences Acquisition Corp. and OSR Holdings Co., Ltd.

Exhibit 2.1 BUSINESS COMBINATION AGREEMENT dated as of November 16, 2023 by and among OSR HOLDINGS CO., LTD., BELLEVUE LIFE SCIENCES ACQUISITION CORP. and THE COMPANY STOCKHOLDERS (AS DEFINED HEREIN) TABLE OF CONTENTS Page ARTICLE I CERTAIN DEFINITIONS 2 1.01 Certain Definitions 2 1.02 Construction 15 ARTICLE II THE BUSINESS COMBINATION; CLOSING 15 2.01 Share Exchange 15 2.02 Delivery of Shares 16

Form of Non-Participating Stockholder Joinder Agreement (Incorporated by reference to Exhibit 10.2 to BLAC’s Current Report on Form 8-K (File No. 001-41390) filed with the SEC on November 16, 2023)

Exhibit 10.2 JOINDER (Non-Participating Stockholder Form) This JOINDER (this “Joinder”) is entered into by and between the undersigned Non-Participating Company Stockholder set forth on the signature page hereto (the “Joined Party”) and Bellevue Life Sciences Acquisition Corp., a Delaware corporation (“BLAC”). Capitalized terms used but not defined herein shall have the meanings set forth in the A

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 13, 2023 BELLEVUE LIFE SCIENCES ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-41390 84-5052822 (State or Other Jurisdiction of Incorporati

Form of Participating Stockholder Joinder Agreement (Incorporated by reference to Exhibit 10.1 to BLAC’s Current Report on Form 8-K (File No. 001-41390) filed with the SEC on November 16, 2023)

Exhibit 10.1 JOINDER (Participating Stockholder Form) This JOINDER (this “Joinder”) is entered into by and between the undersigned Participating Company Stockholder set forth on the signature page hereto (the “Joined Party”) and Bellevue Life Sciences Acquisition Corp., a Delaware corporation (“BLAC”). Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 13, 2023 BELLEVUE LIFE S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 13, 2023 BELLEVUE LIFE SCIENCES ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-41390 84-5052822 (State or Other Jurisdiction of Incorporati

Amendment No. 1 to Investment Management Trust Agreement, dated as of November 10, 2023, by and between BLAC and Continental Stock Transfer & Trust Company. (incorporated by reference to Exhibit 10.1 to BLAC’s Current Report on Form 8-K (File No. 001-41390) filed with the SEC on November 15, 2023)

Exhibit 10.1 AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of November 10, 2023, by and between Bellevue Life Sciences Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited liability trust company (the “Trustee”). Cap

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Bellevue Life Sciences Acquisition Corp. dated as of November 9, 2023 (incorporated by reference to Exhibit 3.1 to BLAC’s Current Report on Form 8-K (File No. 001-41390) filed with the SEC on November 15, 2023)

Exhibit 3.1 STATE OF DELAWARE CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BELLEVUE LIFE SCIENCES ACQUISITION CORP. Bellevue Life Sciences Acquisition Corp., a corporation existing under the laws of the State of Delaware (the “Corporation”), by its Chief Executive Officer, hereby certifies as follows: 1. The name of the Corporation is Bellevue Life Sciences

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 9, 2023 BELLEVUE LIFE SCIENCES ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-41390 84-5052822 (State or Other Jurisdiction of Incorporatio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

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: September 30, 2023 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.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14

[KLG SEATTLE LETTERHEAD]

[KLG SEATTLE LETTERHEAD] October 18, 2023 VIA EDGAR CORRESPONDENCE U.S. Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street N.E. Washington, D.C. 20549 Attn: Stacie Gorman Brigitte Lippmann Re: Bellevue Life Sciences Acquisition Corp. Preliminary Proxy Statement on Schedule 14A Filed October 10, 2023 File No. 001-41390 Dear Ms. Gorma

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

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, 2023 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.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 11, 2023 BELLEVUE LIFE SCIEN

425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 11, 2023 BELLEVUE LIFE SCIENCES ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-41390 84-5052822 (State or Other Jurisdiction of Incorporati

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 11, 2023 BELLEVUE LIFE SCIEN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 11, 2023 BELLEVUE LIFE SCIENCES ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-41390 84-5052822 (State or Other Jurisdiction of Incorporation)

Bellevue Life Sciences Acquisition Corp. and OSR Holdings Sign an Exclusive Letter of Intent for a Business Combination OSR Holdings expected to be public in the fourth quarter of 2023

EX-99.1 Exhibit 99.1 Bellevue Life Sciences Acquisition Corp. and OSR Holdings Sign an Exclusive Letter of Intent for a Business Combination OSR Holdings expected to be public in the fourth quarter of 2023 BELLEVUE, WA & SEOUL, KR, July 11, 2023 —Bellevue Life Sciences Acquisition Corp. (Nasdaq: BLAC), a publicly traded special purpose acquisition company (“BLAC”), and OSR Holdings, Ltd. (“OSR Hol

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 23, 2023 BELLEVUE LIFE SCIEN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 23, 2023 BELLEVUE LIFE SCIENCES ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41390 84-5052822 (State or other jurisdiction of incorporati

Promissory Note, dated June 23, 2023, issued by BLAC to Bellevue Global Life Sciences Investors LLC (incorporated by reference to Exhibit 10.1 to BLAC’s Current Report on Form 8-K (File No. 001-41390) filed with the SEC on June 28, 2023)

EXHIBIT 10.1 THIS PROMISSORY NOTE ("NOTE") HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE SALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER DESI

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 8, 2023 Bellevue Life Sciences Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41390 84-5052822 (State or other jurisdiction of incorporatio

UNITED STATES

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 March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to BELLEVUE LIFE SCIENCES ACQUISITION CORP.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-41390

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-41390 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on

Description of Securities (incorporated by reference to Exhibit 4.7 to BLAC’s Annual Report on Form 10-K (File No. 001-41390) filed with the SEC on March 31, 2023)

EXHIBIT 4.7 DESCRIPTION OF SECURITIES Pursuant to our amended and restated certificate of incorporation, our authorized capital stock consists of 100,000,000 shares of common stock, $0.0001 par value, and 1,000,000 shares of undesignated preferred stock, $0.0001 par value. Units Each unit has an offering price of $10.00 and consists of one share of common stock, one redeemable warrant entitling th

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to BELLEVUE LIFE SCIENCES ACQUISITION CORP.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 14, 2023 BELLEVUE LIFE SCIE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 14, 2023 BELLEVUE LIFE SCIENCES ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-41390 85-5052822 (State or Other Jurisdiction (Commission (IRS

Bellevue Life Sciences Acquisition Corp. Announces Separate Trading of its Shares of Common Stock, Warrants and Rights Commencing March 17

EXHIBIT 99.1 Bellevue Life Sciences Acquisition Corp. Announces Separate Trading of its Shares of Common Stock, Warrants and Rights Commencing March 17, 2023 Bellevue, Washington, March 14, 2023 - Bellevue Life Sciences Acquisition Corp. (the “Company”) announced that holders of the 6,900,000 units sold in the Company’s initial public offering, including the 900,000 units sold pursuant to the full

BELLEVUE LIFE SCIENCES ACQUISITION CORP.

EXHIBIT 99.1 BELLEVUE LIFE SCIENCES ACQUISITION CORP. Page Report of Independent Registered Public Accounting Firm (PCAOB ID #100) F-2 Financial Statement: Balance Sheet F-3 Notes to Financial Statement F-4 F-1 Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Bellevue Life Sciences Acquisition Corp. Opinion on the Financial Statement We have

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 14, 2023 BELLEVUE LIFE S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 14, 2023 BELLEVUE LIFE SCIENCES ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-41390 85-5052822 (State or Other Jurisdiction (Commission (I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 14, 2023 BELLEVUE LIFE S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 14, 2023 BELLEVUE LIFE SCIENCES ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-41390 85-5052822 (State or Other Jurisdiction (Commission (I

Bellevue Life Sciences Acquisition Corp. Announces Closing of Full Over-allotment Option

Exhibit 99.1 Bellevue Life Sciences Acquisition Corp. Announces Closing of Full Over-allotment Option Bellevue, Washington, Feb 21, 2023 - Bellevue Life Sciences Acquisition Corp. (the “Company” or “we”) today announced the closing of the over-allotment option that the Company granted to the underwriters of its initial public offering. The representative of the underwriters exercised the over-allo

Investment Management Trust Agreement, dated February 7, 2023, between Continental Stock Transfer & Trust Company and BLAC (incorporated by reference to Exhibit 10.2 to BLAC’s Current Report on Form 8-K (File No. 001-41390) filed with the SEC on February 15, 2023)

EX-10.2 6 d466095dex102.htm EX-10.2 EXHIBIT 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 7, 2023 by and between Bellevue Life Sciences Acquisition Corp., a Delaware corporation, (the “Company”) and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”). WHEREAS

Bellevue Life Sciences Acquisition Corp. Announces Pricing of $60 Million Initial Public Offering

Exhibit 99.1 Bellevue Life Sciences Acquisition Corp. Announces Pricing of $60 Million Initial Public Offering Bellevue, Washington, Feb 9, 2023 — Bellevue Life Sciences Acquisition Corp. (the “Company”) today announced the pricing of its initial public offering of 6,000,000 units at a price of $10.00 per unit. The units will be listed on The Nasdaq Capital Market(“Nasdaq”) and trade under the tic

Stock Escrow Agreement, dated February 9, 2023, by and among BLAC, Continental Stock Transfer & Trust Company, and Bellevue Global Life Sciences Investors, LLC (incorporated by reference to Exhibit 10.8 to BLAC’s Current Report on Form 8-K (File No. 001-41390) filed with the SEC on February 15, 2023)

EX-10.8 11 d466095dex108.htm EX-10.8 EXHIBIT 10.8 STOCK ESCROW AGREEMENT STOCK ESCROW AGREEMENT, dated as of February 9, 2023 (“Agreement”), by and among BELLEVUE LIFE SCIENCES ACQUISITION CORP., a Delaware corporation (“Company”), the stockholder of the Company listed on Exhibit A hereto (the “Sponsor”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York limited purpose trust company (“Esc

Rights Agreement, dated February 9, 2023, between Continental Stock Transfer & Trust Company and BLAC (incorporated by reference to Exhibit 4.2 to BLAC’s Current Report on Form 8-K (File No. 001-41390) filed with the SEC on February 15, 2023)

Exhibit 4.2 RIGHTS AGREEMENT This Rights Agreement (this “Agreement”) is made as of February 9, 2023 between Bellevue Life Sciences Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Street, New York, New York 10004, as right agent (the “Right Agent”). WHEREAS, the Company is e

Registration Rights Agreement, dated February 9, 2023, between BLAC and certain security holders (incorporated by reference to Exhibit 10.3 to BLAC’s Current Report on Form 8-K (File No. 001-41390) filed with the SEC on February 15, 2023)

EX-10.3 7 d466095dex103.htm EX-10.3 EXHIBIT 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 9th day of February, 2023, by and among Bellevue Life Sciences Acquisition Corp., a Delaware corporation (the “Company”), Bellevue Global Life Sciences Investors LLC, a Delaware limited liability company (the “Sponsor”), Chardan Capital Mark

Letter Agreement regarding Sponsor Indemnification, dated February 9, 2023, executed by the Sponsor and the Company

EX-10.7 10 d466095dex107.htm EX-10.7 EXHIBIT 10.7 February 9, 2023 Bellevue Life Sciences Acquisition Corp. 10900 NE 4th Street Suite 2300 Bellevue, WA 98004 Chardan Capital Markets LLC 17 State Street # 2100 New York, NY 10004 Re: Initial Public Offering Ladies and Gentlemen: This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered

Warrant Agreement, dated February 9, 2023, between Continental Stock Transfer & Trust Company and BLAC (incorporated by reference to Exhibit 4.1 to BLAC’s Current Report on Form 8-K (File No. 001-41390) filed with the SEC on February 15, 2023)

EXHIBIT 4.1 WARRANT AGREEMENT This Warrant Agreement (“Warrant Agreement”) is made as of February 9, 2023, by and between Bellevue Life Sciences Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company (the “Warrant Agent”). WHEREAS, the Company is engaged in a public offering (the “Public Offering”) of 6,000,000 units (the “IPO Units”) of the Compa

Bellevue Life Sciences Acquisition Corp. Announces Closing of $60 Million Initial Public Offering

Exhibit 99.2 Bellevue Life Sciences Acquisition Corp. Announces Closing of $60 Million Initial Public Offering Bellevue, Washington, Feb 14, 2023 — Bellevue Life Sciences Acquisition Corp. (NASDAQ: BLACU, the “Company”), a newly organized blank check company incorporated in Delaware, today announced that it closed its initial public offering of 6,000,000 units at a price of $10.00 per unit. The un

Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to BLAC’s Current Report on Form 8-K (File No. 001-41390) filed with the SEC on February 15, 2023)

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BELLEVUE LIFE SCIENCES ACQUISITION CORP. Pursuant to Section 245 of the Delaware General Corporation Law Bellevue Life Sciences Acquisition Corp., a corporation existing under the laws of the State of Delaware (the “Corporation”), by its Chief Financial Officer, hereby certifies as follows: 1. The name of the Corporation is “Bellevue

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

8-K 1 d466095d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 9, 2023 BELLEVUE LIFE SCIENCES ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) Delaware 001-41390 85-5052822 (State or Other Jur

Amended and Restated Placement Unit Purchase Agreement, dated February 9, 2023 between BLAC and Bellevue Global Life Sciences Investors LLC (incorporated by reference to Exhibit 10.4 to BLAC’s Current Report on Form 8-K (File No. 001-41390) filed with the SEC on February 15, 2023)

EXHIBIT 10.4 February 9, 2023 Bellevue Life Sciences Acquisition Corp. 10900 NE 4th Street, Suite 2300 Bellevue, WA 98004 Ladies and Gentlemen: Bellevue Life Sciences Acquisition Corp. (the “Company”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amend

Amended and Restated Administrative Support Agreement, dated February 9, 2023, by and between BLAC and Bellevue Capital Management LLC (incorporated by reference to Exhibit 10.6 to BLAC’s Current Report on Form 8-K (File No. 001-41390) filed with the SEC on February 15, 2023)

EXHIBIT 10.6 Bellevue Life Sciences Acquisition Corp. 251 Little Falls Drive Wilmington, New Castle County Delaware 19808 February 9, 2023 Bellevue Capital Management, LLC 10900 NE 4th Street, 2300 Bellevue, WA 98004 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement by and between Bellevue Life Sciences Acquisition Corp. (the “Company”) and Bellevue Capital Manageme

Underwriting Agreement, dated February 9, 2023, between the Company and Chardan, as representative of the underwriters (Incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K (File No. 001-41390) filed with the SEC on February 15, 2023

Exhibit 1.1 6,000,000 Units Bellevue Life Sciences Acquisition Corp. UNDERWRITING AGREEMENT February 9, 2023 Chardan Capital Markets, LLC 17 State Street, 21st Floor New York, New York 10004 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, Bellevue Life Sciences Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreeme

$60,000,000 Bellevue Life Sciences Acquisition Corp. 6,000,000 Units

Table of Contents Filed under Rule 424(b)(4) File No. 333-264597 $60,000,000 Bellevue Life Sciences Acquisition Corp. 6,000,000 Units Bellevue Life Sciences Acquisition Corp., which we refer to as “we,” “us” or “our company” is a newly organized blank check company incorporated in Delaware and formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, reca

[KLG SEATTLE LETTERHEAD]

[KLG SEATTLE LETTERHEAD] February 8, 2023 VIA EDGAR CORRESPONDENCE U.S. Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street N.E. Washington, D.C. 20549 Attn: Stacie Gorman David Link Ameen Hamady Jennifer Monick Re: Bellevue Life Sciences Acquisition Corp. Amendment No. 5 to Registration Statement on Form S-1 Filed January 20, 2023 F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 BELLEVUE LIFE SCIENCES ACQUISIT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 BELLEVUE LIFE SCIENCES ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 84-5052822 (State or other jurisdiction of incorporation or organization)

Bellevue Life Sciences Acquisition Corp. 10900 NE 4th Street, Suite 2300 Bellevue, WA 98004

CORRESP 1 filename1.htm Bellevue Life Sciences Acquisition Corp. 10900 NE 4th Street, Suite 2300 Bellevue, WA 98004 VIA EDGAR February 8, 2023 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street NE Washington, DC 20549 Attn: Ms. Stacie Gorman Re: Bellevue Life Sciences Acquisition Corp. Registration Statement on Form S-1 File No. 333-264597 Acceleration Re

* * * [Signature Page Follows]

February 8, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N.E. Washington, D.C. 20549 Re: Bellevue Life Sciences Acquisition Corp. Registration Statement on Form S-1 Filed January 20, 2023, as amended File No. 333-264597 Dear Sir or Madam: Pursuant to Rule 461 of the General Rules and Regulations under the

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant*

EXHIBIT 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2023 by and between Bellevue Life Sciences Acquisition Corp., a Delaware corporation, (the “Company”) and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”). WHEREAS, the Company’s registration statement on F

Form of Amended and Restated Administrative Support Agreement by and between the Registrant and Bellevue Global Life Sciences Investors LLC*

EXHIBIT 10.7 Bellevue Life Sciences Acquisition Corp. 251 Little Falls Drive Wilmington, New Castle County Delaware 19808 [●], 2023 Bellevue Capital Management, LLC 10900 NE 4th Street, 2300 Bellevue, WA 98004 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement by and between Bellevue Life Sciences Acquisition Corp. (the “Company”) and Bellevue Capital Management, LLC

Form of Stock Escrow Agreement by and among Bellevue Life Sciences Acquisition Corp., Continental Stock Transfer & Trust Company, and Bellevue Global Life Sciences Investors, LLC*

EXHIBIT 10.9 STOCK ESCROW AGREEMENT STOCK ESCROW AGREEMENT, dated as of , 2022 (“Agreement”), by and among BELLEVUE LIFE SCIENCES ACQUISITION CORP., a Delaware corporation (“Company”), the stockholder of the Company listed on Exhibit A hereto (the “Sponsor”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York limited purpose trust company (“Escrow Agent”). WHEREAS, the Company was formed fo

As filed with the U.S. Securities and Exchange Commission on January 20, 2023

S-1/A Table of Contents As filed with the U.S. Securities and Exchange Commission on January 20, 2023 Registration No. 333-264597 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 5 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Bellevue Life Sciences Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 84-5

Form of Letter Agreement regarding Sponsor Indemnification (incorporated by reference to Exhibit 10.8 to Amendment No. 5 to BLAC’s Form S-1 (File No. 333-264597) filed with the SEC on January 20, 2023)

EX-10.8 EXHIBIT 10.8 [ ], 2023 Bellevue Life Sciences Acquisition Corp. 10900 NE 4th Street Suite 2300 Bellevue, WA 98004 Chardan Capital Markets LLC 17 State Street # 2100 New York, NY 10004 Re: Initial Public Offering Ladies and Gentlemen: This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Bellevue Life S

Form of Underwriting Agreement*

Exhibit 1.1 6,000,000 Units Bellevue Life Sciences Acquisition Corp. UNDERWRITING AGREEMENT [•], 2023 Chardan Capital Markets, LLC 17 State Street, 21st Floor New York, New York 10004 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, Bellevue Life Sciences Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreement with

Form of Registration Rights Agreement between the Registrant and certain security holders*

EX-10.3 EXHIBIT 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the day of , 2023, by and among Bellevue Life Sciences Acquisition Corp., a Delaware corporation (the “Company”), Bellevue Global Life Sciences Investors LLC, a Delaware limited liability company (the “Sponsor”), Chardan Capital Markets LLC (the “Representative”), and any

Form of Rights Agreement between Continental Stock Transfer & Trust Company and the Registrant*

EX-4.6 Exhibit 4.6 RIGHTS AGREEMENT This Rights Agreement (this “Agreement”) is made as of [*], 2023 between Bellevue Life Sciences Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Street, New York, New York 10004, as right agent (the “Right Agent”). WHEREAS, the Company is e

[KLG SEATTLE LETTERHEAD]

CORRESP 1 filename1.htm [KLG SEATTLE LETTERHEAD] January 20, 2023 VIA EDGAR CORRESPONDENCE U.S. Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street N.E. Washington, D.C. 20549 Attn: Stacie Gorman David Link Ameen Hamady Jennifer Monick Re: Bellevue Life Sciences Acquisition Corp. Amendment No. 4 to Registration Statement on Form S-1

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant*

EX-4.4 EXHIBIT 4.4 WARRANT AGREEMENT This Warrant Agreement (“Warrant Agreement”) is made as of [ ] [ ], 2023, by and between Bellevue Life Sciences Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company (the “Warrant Agent”). WHEREAS, the Company is engaged in a public offering (the “Public Offering”) of 6,000,000 units (the “IPO Units”) of the C

Form of Amended and Restated Placement Unit Purchase Agreement between the Registrant and Bellevue Global Life Sciences Investors LLC*

EXHIBIT 10.5 [●], 2023 Bellevue Life Sciences Acquisition Corp. 10900 NE 4th Street, Suite 2300 Bellevue, WA 98004 Ladies and Gentlemen: Bellevue Life Sciences Acquisition Corp. (the “Company”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended (“Se

As filed with the U.S. Securities and Exchange Commission on November 4, 2022

S-1/A Table of Contents As filed with the U.S. Securities and Exchange Commission on November 4, 2022 Registration No. 333-264597 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 4 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Bellevue Life Sciences Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 84-5

Amended and Restated Administrative Support Agreement, dated November 4, 2022 by and between the Registrant and Bellevue Global Life Sciences Investors LLC*

EXHIBIT 10.7 Bellevue Life Sciences Acquisition Corp. 251 Little Falls Drive Wilmington, New Castle County Delaware 19808 November 4, 2022 Bellevue Capital Management, LLC 10900 NE 4th Street, 2300 Bellevue, WA 98004 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement by and between Bellevue Life Sciences Acquisition Corp. (the ?Company?) and Bellevue Capital Manageme

[KLG SEATTLE LETTERHEAD]

[KLG SEATTLE LETTERHEAD] November 4, 2022 VIA EDGAR CORRESPONDENCE U.S. Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street N.E. Washington, D.C. 20549 Attn: Jennifer Monick Re: Bellevue Life Sciences Acquisition Corp. Amended Registration Statement on Form S-1 Submitted October 7, 2022 File No. 333-264597 Dear Ms. Monick: On behalf

Amended and Restated Placement Unit Purchase Agreement, dated November 4, 2022, between the Registrant and Bellevue Global Life Sciences Investors LLC*

EXHIBIT 10.5 November 4, 2022 Bellevue Life Sciences Acquisition Corp. 10900 NE 4th Street, Suite 2300 Bellevue, WA 98004 Ladies and Gentlemen: Bellevue Life Sciences Acquisition Corp. (the “Company”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amend

Consent of In Chul Chung**

EX-99.6 19 d143161dex996.htm EX-99.6 EXHIBIT 99.6 Consent to be Named as a Director Nominee In connection with the filing by Bellevue Life Sciences Acquisition Corp. (the “Company”) of the Registration Statement on Form S-1 with the US Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act

Form of Rights Agreement between Continental Stock Transfer & Trust Company and the Registrant*

Exhibit 4.6 RIGHTS AGREEMENT This Rights Agreement (this “Agreement”) is made as of [*], 2022 between Bellevue Life Sciences Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Street, New York, New York 10004, as right agent (the “Right Agent”). WHEREAS, the Company is engaged

Consent of Jin Whan Park**

EX-99.7 20 d143161dex997.htm EX-99.7 EXHIBIT 99.7 Consent to be Named as a Director Nominee In connection with the filing by Bellevue Life Sciences Acquisition Corp. (the “Company”) of the Registration Statement on Form S-1 with the US Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act

Amended and Restated Placement Unit Purchase Agreement, dated , 2022, between the Registrant and Bellevue Global Life Sciences Investors LLC*

EXHIBIT 10.5 October [ ], 2022 Bellevue Life Sciences Acquisition Corp. 10900 NE 4th Street, Suite 2300 Bellevue, WA 98004 Ladies and Gentlemen: Bellevue Life Sciences Acquisition Corp. (the ?Company?), a blank check company formed for the purpose of acquiring one or more businesses or entities (a ?Business Combination?), intends to register its securities under the Securities Act of 1933, as amen

[KLG SEATTLE LETTERHEAD]

CORRESP 1 filename1.htm [KLG SEATTLE LETTERHEAD] October 7, 2022 VIA EDGAR CORRESPONDENCE U.S. Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street N.E. Washington, D.C. 20549 Attn: Jennifer Monick Re: Bellevue Life Sciences Acquisition Corp. Amended Registration Statement on Form S-1 Submitted May 13, 2022 File No. 333-264597 Dear Ms

Form of Registration Rights Agreement between the Registrant and certain security holders*

EXHIBIT 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the day of , 2022, by and among Bellevue Life Sciences Acquisition Corp., a Delaware corporation (the “Company”), Bellevue Global Life Sciences Investors LLC, a Delaware limited liability company (the “Sponsor”), Chardan Capital Markets LLC (the “Representative”), and any addition

As filed with the U.S. Securities and Exchange Commission on October 7, 2022

Table of Contents As filed with the U.S. Securities and Exchange Commission on October 7, 2022 Registration No. 333-264597 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Bellevue Life Sciences Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 84-5052822

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant*

EXHIBIT 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2022 by and between Bellevue Life Sciences Acquisition Corp., a Delaware corporation, (the “Company”) and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”). WHEREAS, the Company’s registration statement on F

Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to Amendment No. 3 to BLAC’s Form S-1 (File No. 333-264597) filed with the SEC on October 7, 2022)

EX-4.1 3 d143161dex41.htm EX-4.1 EXHIBIT 4.1 NUMBER U- UNITS SEE REVERSE FOR CERTAIN DEFINITIONS BELLEVUE LIFE SCIENCES ACQUISITION CORPORATION CUSIP 079174207 UNITS CONSISTING OF ONE SHARE OF COMMON STOCK, ONE WARRANT AND ONE RIGHT THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) share of common stock, par value $0.0001 per share (“Common Stock”), of Bellevue Life

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant*

EXHIBIT 4.4 WARRANT AGREEMENT This Warrant Agreement (“Warrant Agreement”) is made as of [ ] [ ], 2022, by and between Bellevue Life Sciences Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company (the “Warrant Agent”). WHEREAS, the Company is engaged in a public offering (the “Public Offering”) of 6,000,000 units (the “IPO Units”) of the Company

Consent of Steven Reed**

EX-99.3 16 d143161dex993.htm EX-99.3 EXHIBIT 99.3 Consent to be Named as a Director Nominee In connection with the filing by Bellevue Life Sciences Acquisition Corp. (the “Company”) of the Registration Statement on Form S-1 with the US Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act

Specimen Rights Certificate (incorporated by reference to Exhibit 4.5 to Amendment No. 3 to BLAC’s Form S-1 (File No. 333-264597) filed with the SEC on October 7, 2022)

Exhibit 4.5 NUMBER [?] RIGHTS BELLEVUE LIFE SCIENCES ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF DELAWARE RIGHT SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 079174124 THIS CERTIFIES THAT, for value received is the registered holder of a right or rights (each, a ?Right?) to automatically receive one-tenth of one share of common stock, $0.0001 par value (?Common Stock?), of Bellevue Life Sciences

Filing Fee Table**

EX-FILING FEES 21 d143161dexfilingfees.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Bellevue Life Sciences Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Pe

Form of Stock Escrow Agreement by and among Bellevue Life Sciences Acquisition Corp., Continental Stock Transfer & Trust Company, and Bellevue Global Life Sciences Investors, LLC*

EXHIBIT 10.9 STOCK ESCROW AGREEMENT STOCK ESCROW AGREEMENT, dated as of , 2022 (“Agreement”), by and among BELLEVUE LIFE SCIENCES ACQUISITION CORP., a Delaware corporation (“Company”), the stockholder of the Company listed on Exhibit A hereto (the “Sponsor”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York limited purpose trust company (“Escrow Agent”). WHEREAS, the Company was formed fo

Amended and Restated Administrative Support Agreement, dated , 2022 by and between the Registrant and Bellevue Global Life Sciences Investors LLC*

EXHIBIT 10.7 Bellevue Life Sciences Acquisition Corp. 251 Little Falls Drive Wilmington, New Castle County Delaware 19808 October [ ], 2022 Bellevue Capital Management, LLC 10900 NE 4th Street, 2300 Bellevue, WA 98004 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement by and between Bellevue Life Sciences Acquisition Corp. (the ?Company?) and Bellevue Capital Managem

Consent of Hosun Euh**

EXHIBIT 99.4 Consent to be Named as a Director Nominee In connection with the filing by Bellevue Life Sciences Acquisition Corp. (the ?Company?) of the Registration Statement on Form S-1 with the US Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the

Form of Letter Agreement regarding Sponsor Indemnification*

EXHIBIT 10.8 [ ], 2022 Bellevue Life Sciences Acquisition Corp. 10900 NE 4th Street Suite 2300 Bellevue, WA 98004 Chardan Capital Markets LLC 17 State Street # 2100 New York, NY 10004 Re: Initial Public Offering Ladies and Gentlemen: This letter is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and between Bellevue Life Sciences

Form of Underwriting Agreement*

EX-1.1 2 d143161dex11.htm EX-1.1 Exhibit 1.1 6,000,000 Units Bellevue Life Sciences Acquisition Corp. UNDERWRITING AGREEMENT [•], 2022 Chardan Capital Markets, LLC 17 State Street, 21st Floor New York, New York 10004 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, Bellevue Life Sciences Acquisition Corp., a Delaware corporation (“Company”), h

Form of Letter Agreement among BLAC and its officers, directors, Chardan Capital Markets, LLC and Bellevue Global Life Sciences Investors LLC (incorporated by reference to Exhibit 10.1 to Amendment No. 3 to BLAC’s Form S-1 (File No. 333-264597) filed with the SEC on October 7, 2022)

EXHIBIT 10.1 [ ] [ ], 20[ ] Bellevue Life Sciences Acquisition Corp. 10900 NE 4th Street Suite 2300 Bellevue, WA 98004 Chardan Capital Markets LLC 17 State Street Suite 2100 New York, NY 10004 Re: Initial Public Offering Gentlemen: This letter is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and between Bellevue Life Sciences Ac

Consent of Rad Roberts**

EX-99.5 18 d143161dex995.htm EX-99.5 EXHIBIT 99.5 Consent to be Named as a Director Nominee In connection with the filing by Bellevue Life Sciences Acquisition Corp. (the “Company”) of the Registration Statement on Form S-1 with the US Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act