Bellevue Life Sciences Acquisition Corp. Files DEF 14A

TL;DR

Bellevue Life Sciences Acquisition Corp. filed its DEF 14A proxy statement on 10/28/24. No fee required.

AI Summary

Bellevue Life Sciences Acquisition Corp. filed a Definitive Proxy Statement (DEF 14A) on October 28, 2024, for the fiscal year ending December 31. The company, incorporated in Delaware, is involved in the Surgical & Medical Instruments & Apparatus industry. The filing is related to the 1934 Act and has SEC file number 001-41390.

Why It Matters

This filing provides shareholders with important information regarding corporate governance and voting matters, which can influence investment decisions.

Risk Assessment

Risk Level: low — This is a routine regulatory filing (DEF 14A) and does not contain new financial performance data or significant corporate actions that would inherently increase risk.

Key Numbers

• 1231 — Fiscal Year End (Indicates the end of the company's financial reporting year.)

Key Players & Entities

• Bellevue Life Sciences Acquisition Corp. (company) — Registrant
• 0001193125-24-244754 (filing_id) — Accession Number
• 20241028 (date) — Filing Date
• 1934 Act (regulation) — SEC Act
• 001-41390 (file_number) — SEC File Number
• DE (state) — State of Incorporation
• 3841 (sic_code) — Standard Industrial Classification

FAQ

Key Financial Figures

• $0.0001 — nys outstanding common stock, par value $0.0001 per share (the common stock), will be r
• $11.15 — he Annual Meeting will be approximately $11.15 at the time of the Annual Meeting (base
• $10.95 — Capital Market on October 23, 2024, was $10.95. Accordingly, if the market price were
• $0.20 m — lic stockholder receiving approximately $0.20 more per share than if such stockholder s
• $5,000,001 — it has net tangible assets of at least $5,000,001 upon consummation of such business comb
• $100,000 — payable and dissolution expenses up to $100,000), divided by the number of then outstan
• $21,025,000.96 — reduction may be only a fraction of the $21,025,000.96 (including interest but prior to the pa
• $0.20 m — lic stockholder receiving approximately $0.20 more per share than if such stockholder s

Filing Documents

• d773865ddef14a.htm (DEF 14A) — 427KB
• g773865im01a.jpg (GRAPHIC) — 1KB
• g773865im01b.jpg (GRAPHIC) — 1KB
• 0001193125-24-244754.txt ( ) — 431KB

From the Filing

DEF 14A 1 d773865ddef14a.htm DEF 14A DEF 14A 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 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under 240.14a-12 BELLEVUE LIFE SCIENCES ACQUISITION CORP. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. Table of Contents BELLEVUE LIFE SCIENCES ACQUISITION CORP. 10900 NE 4th Street, Suite 2300 Bellevue, WA 98004 NOTICE OF ANNUAL MEETING TO BE HELD ON NOVEMBER 12, 2024 TO THE STOCKHOLDERS OF BELLEVUE LIFE SCIENCES ACQUISITION CORP.: You are cordially invited to attend the annual meeting (together with any adjournments or postponements thereof, the Annual Meeting) of stockholders of Bellevue Life Sciences Acquisition Corp., a Delaware corporation (the Company, we, us or our), to be held at 9 a.m. Pacific time on November 12, 2024 at 925 Fourth Avenue, Suite 2900, Seattle, WA 98104, to consider and vote upon the following proposals: 1. Extension Amendment Proposal : A proposal to amend (the Extension Amendment Proposal) the Companys Amended and Restated Certificate of Incorporation, as amended (the Charter), to allow the Company to extend the date by which the Company must consummate an initial business combination (the Extension) from November 14, 2024 to February 14, 2025 (the Extended Date). 2. NTA Requirement Amendment Proposal : A proposal to amend (the NTA Requirement Amendment Proposal) the Charter to remove the net tangible asset requirement in order to expand the methods that the Company may employ so as not to become subject to the penny stock rules of the United States Securities and Exchange Commission (the SEC). 3. Directors Proposal : A proposal to elect five (5) existing directors to the Companys Board of Directors until the next annual meeting of stockholders following this annual meeting or until each such directors successor is elected and qualified, subject to his earlier death, resignation or removal (the Directors Proposal). 4. Adjournment Proposal : A proposal to approve the adjournment of the Annual Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes to approve the Extension Amendment Proposal or the NTA Requirement Amendment Proposal, or to establish quorum (the Adjournment Proposal). Each of the Extension Amendment Proposal, the NTA Requirement Amendment Proposal, the Directors Proposal, and the Adjournment Proposal is more fully described in the enclosed proxy statement, which is being distributed or made available, as the case may be, to our stockholders on or about October 28, 2024. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE EXTENSION AMENDMENT PROPOSAL, THE NTA REQUIREMENT AMENDMENT PROPOSAL, THE DIRECTORS PROPOSAL, AND THE ADJOURNMENT PROPOSAL. Because the Company is seeking to amend the Charter to extend the duration of the Companys existence and to remove the net tangible asset requirement, it is required under the Charter to give its stockholders the opportunity to cause the Company to redeem their shares of common stock for cash. In deciding to hold an Annual Meeting to have its stockholders vote on such an extension of the duration of the Companys existence and removal of the net tangible asset requirement, the Company expects that there will be significant redemptions in connection with the Annual Meeting. The Extension will provide the Company with additional time to complete an initial business combination. While we have signed an initial business combination agreement with OSR Holdings Co., Ltd. dated November 16, 2023, and subsequently, on May 23, 2024, entered into an Amended and Restated Business Combination Agreement with the same party (the Business Combination Agreement), the Board of Directors, including the Table of Contents special committee thereof consisting of the following independent members of the Board of Directors, Mr. Sang Hyun Kim, Mr. Phil Geon Lee, and Mr. Jin Whan Park (the M&A Committee), currently believes that there will not be sufficient time before November 14, 2024 to complete an initial business combination. Accordingly, our Board has determined that the Extension is necessary in order to be able to consummate an initial business combination and be

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View this DEF 14A filing on SEC EDGAR