Bellevue Life Sciences Acquisition Corp. Files 2023 10-K

TL;DR

<b>Bellevue Life Sciences Acquisition Corp. has filed its annual 10-K report for the fiscal year ending December 31, 2023.</b>

AI Summary

Bellevue Life Sciences Acquisition Corp. (OSRHW) filed a Annual Report (10-K) with the SEC on April 17, 2024. Bellevue Life Sciences Acquisition Corp. filed its 10-K for the fiscal year ending December 31, 2023. The company is incorporated in Delaware and operates in the Surgical & Medical Instruments & Apparatus industry. Key dates include the filing date of April 17, 2024, and the fiscal year end of December 31, 2023. The filing references various financial instruments including common stock, warrants, rights, and promissory notes. The company's business address is in Bellevue, WA.

Why It Matters

For investors and stakeholders tracking Bellevue Life Sciences Acquisition Corp., this filing contains several important signals. This 10-K filing provides a comprehensive overview of the company's financial performance and operations for the past fiscal year, which is crucial for investors to assess its current standing and future prospects. The detailed information within the filing, including financial statements and risk factors, is essential for stakeholders to make informed investment decisions regarding Bellevue Life Sciences Acquisition Corp.

Risk Assessment

Risk Level: low — Bellevue Life Sciences Acquisition Corp. shows low risk based on this filing. The filing is a standard 10-K for a SPAC, indicating a lack of significant operational or financial events that would typically elevate risk.

Analyst Insight

Review the detailed financial statements and risk factors in the 10-K to understand the company's financial health and potential challenges.

Key Numbers

• 2023-12-31 — Fiscal Year End (Conformed Period of Report)
• 2024-04-17 — Filing Date (Filed as of Date)
• 3841 — SIC Code (Standard Industrial Classification)
• 001-41390 — SEC File Number (SEC File Number)

Key Players & Entities

• Bellevue Life Sciences Acquisition Corp. (company) — Filer name
• 0001193125-24-099137 (other) — Accession Number
• 2023-12-31 (date) — Conformed Period of Report
• 2024-04-17 (date) — Filed as of Date
• 3841 (other) — Standard Industrial Classification
• DE (other) — State of Incorporation
• 10900 NE 4TH STREET, SUITE 2300 (address) — Business Address
• Bellevue (location) — Business Address City

FAQ

Industry Context

Bellevue Life Sciences Acquisition Corp. operates within the Surgical & Medical Instruments & Apparatus industry, a sector characterized by innovation and regulatory oversight.

Regulatory Implications

Companies in the medical instruments sector are subject to stringent regulations from bodies like the FDA, impacting product development, manufacturing, and market access.

What Investors Should Do

1. Thoroughly review the financial statements and footnotes for any disclosed financial performance metrics.
2. Examine the 'Risk Factors' section for any specific operational, market, or regulatory challenges identified by the company.
3. Investigate any mentions of business combinations or acquisitions, as this is typical for an acquisition corporation.

Key Dates

• 2023-12-31: Fiscal Year End — End of the reporting period for the 10-K.
• 2024-04-17: Filing Date — Date the 10-K was officially filed with the SEC.

Year-Over-Year Comparison

This is the annual 10-K filing for the fiscal year ending December 31, 2023, providing a comprehensive update compared to previous filings.

Key Financial Figures

• $0.0001 — ck Market LLC Common stock, par value $0.0001 per share BLAC The Nasdaq Stock Mar
• $11.50 — of common stock at an exercise price of $11.50 per share BLACW The Nasdaq Stock Ma
• $10.26 — , 2023, based upon the closing price of $10.26 of the Registrant's common stock as rep
• $10.00 — of an aggregate of 6,000,000 units, at $10.00 per unit ("Units"), generating gross pr
• $60,000,000 b — ("Units"), generating gross proceeds of $60,000,000 before underwriting discounts and expense
• $4,300,000 — nit, for an aggregate purchase price of $4,300,000 ("Private Placement Units"). In conne
• $9,000,000 — generating additional gross proceeds of $9,000,000 to the Company. Transaction costs of
• $2,721,126 — ransaction costs of our IPO amounted to $2,721,126 consisting of $1,380,000 of underwritin
• $1,380,000 — PO amounted to $2,721,126 consisting of $1,380,000 of underwriting discounts and $1,341,12
• $1,341,126 — 1,380,000 of underwriting discounts and $1,341,126 of other offering costs. Following th
• $61,050,000 — losing of our IPO on February 14, 2023, $61,050,000 (approximately $10.175 per Unit) from n
• $10.175 — ry 14, 2023, $61,050,000 (approximately $10.175 per Unit) from net offering proceeds of
• $70,207,500 — nt from our IPO, an aggregate amount of $70,207,500 was placed in the Company's Trust Accou
• $180,000 — te by depositing into the Trust Account $180,000 if the Company has not completed its in
• $60,000 — , and April 15, 2024, the lesser of (i) $60,000 or (ii) $0.026 per share for each publi

Filing Documents

• d781246d10k.htm (10-K) — 960KB
• d781246dex211.htm (EX-21.1) — 1KB
• d781246dex311.htm (EX-31.1) — 11KB
• d781246dex312.htm (EX-31.2) — 11KB
• d781246dex321.htm (EX-32.1) — 5KB
• d781246dex322.htm (EX-32.2) — 6KB
• 0001193125-24-099137.txt (&nbsp;) — 4092KB
• blacu-20231231.xsd (EX-101.SCH) — 41KB
• blacu-20231231_cal.xml (EX-101.CAL) — 28KB
• blacu-20231231_def.xml (EX-101.DEF) — 183KB
• blacu-20231231_lab.xml (EX-101.LAB) — 244KB
• blacu-20231231_pre.xml (EX-101.PRE) — 233KB
• d781246d10k_htm.xml (XML) — 357KB

Business

Business 3 Item 1A.

Risk Factors

Risk Factors 25 Item 1B. Unresolved Staff Comments 37 Item 1C. Cybersecurity 37 Item 2.

Properties

Properties 38 Item 3.

Legal Proceedings

Legal Proceedings 38 Item 4. Mine Safety Disclosures 38 PART II 38 Item 5. Market For Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 38 Item 6. [Reserved] 39 Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 39 Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 42 Item 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data 42 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 42 Item 9A.

Controls and Procedures

Controls and Procedures 42 Item 9B. Other Information 44 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 44 PART III 44 Item 10. Directors, Executive Officers and Corporate Governance 44 Item 11.

Executive Compensation

Executive Compensation 50 Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 50 Item 13. Certain Relationships and Related Transactions, and Director Independence 51 Item 14. Principal Accountant Fees and Services 55 PART IV 57 Item 15. Exhibits and Financial Statement Schedules 57 Item 16. Form 10-K Summary 59

Signatures

Signatures 60 Table of Contents CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS Certain of the statements contained in this Annual Report on Form 10-K constitute "forward-looking statements" for purposes of federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management's expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this report may include, for example, statements about our: our ability to select an appropriate target business or businesses in the healthcare industry; our ability to complete our initial business combination in the healthcare industry; our expectations around the performance of the prospective target business or businesses in the healthcare industry; our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination; our potential ability to obtain additional financing to complete our initial business combination; our pool of prospective target businesses in the healthcare industry; the ability of our officers and directors to generate a number of potential acquisition opportunities; potential change in control if we ac

Business

Business References in this report to "we," "us" or the "Company" refer to Bellevue Life Sciences Acquisition Corp. References to our "management" or our "management team" refer to our officers and directors, and references to the "Sponsor" refer to Bellevue Global Life Sciences Investors LLC, a Delaware limited liability company. Introduction We are a blank check company formed as a Delaware corporation on February 25, 2020 for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more businesses, which we refer to throughout this report as our initial business combination. While we may pursue an acquisition opportunity in any business industry or sector, we are focusing our search on a business in the healthcare industry, more specifically in the biotechnology sector. On February 14, 2023, we consummated our initial public offering ("IPO") of an aggregate of 6,000,000 units, at $10.00 per unit ("Units"), generating gross proceeds of $60,000,000 before underwriting discounts and expenses. Simultaneously with the closing of our IPO, our sponsor, Bellevue Global Life Sciences Investors, LLC ("Sponsor"), purchased an aggregate of 430,000 units at a price of $10.00 per unit, for an aggregate purchase price of $4,300,000 ("Private Placement Units"). In connection with our IPO, the underwriters were granted a 45-day option from the date of our prospectus issued in connection with our IPO (the "Over-Allotment Option") to purchase up to 900,000 additional units to cover over-allotments (the "Over-Allotment Units"), if any. On February 21, 2023, the underwriters purchased 900,000 Over-Allotment Units fully exercising the Over-Allotment Option. The Over-Allotment Units were sold at an offering price of $10.00 per Over-Allotment Unit, generating additional gross proceeds of $9,000,000 to the Company. Transaction costs of our IPO amounted to $2,721,126

View Full Filing

View this 10-K filing on SEC EDGAR