8-K: Bellevue Life Sciences Acquisition Corp. Completes Business Combination, Changes Name to OSR Holdings, Inc.

Bellevue Life Sciences Acquisition Corp. (BLAC) has completed its business combination with OSR Holdings Co., Ltd., changing its name to OSR Holdings, Inc., and anticipates its stock and warrants will begin trading on the Nasdaq under the symbols OSRH and OSRHW on February 18, 2025.

Summary

• Bellevue Life Sciences Acquisition Corp. (BLAC) held a special meeting on February 13, 2025, where stockholders approved the business combination with OSR Holdings Co., Ltd.
• The company has filed an Amended and Restated Certificate of Incorporation and changed its name to OSR Holdings, Inc.
• Trading on the Nasdaq Stock Market LLC under the ticker symbols OSRH (common stock) and OSRHW (warrants) is expected to begin on February 18, 2025, assuming the transaction closes on February 14, 2025.
• In connection with the Special Meeting, 57,821 shares of BLAC Common Stock were tendered for redemption.
• Following the Transaction, OSR Holdings will own approximately 67% of the outstanding stock of OSR Holdings Co., Ltd.
• OSR stockholders holding an additional 22% of the outstanding OSR shares have entered into agreements with OSR Holdings providing for the acquisition by OSR Holdings of such shares via put/call provisions commencing in 2026.

Sentiment

Score: 8

Explanation: The document conveys a positive sentiment due to the successful completion of the business combination and the anticipation of trading on the Nasdaq. Management expresses enthusiasm and confidence in the company's future prospects.

Positives

• The business combination with OSR Holdings Co., Ltd. has been approved and completed.
• OSR Holdings, Inc. is expected to begin trading on the Nasdaq, providing increased visibility and potential access to capital.
• Management expresses enthusiasm about the transaction and its potential to create long-term value.
• OSR Holdings will own approximately 67% of the outstanding stock of OSR Holdings Co., Ltd. after the transaction.
• OSR stockholders holding an additional 22% of the outstanding OSR shares have agreements for acquisition by OSR Holdings via put/call provisions commencing in 2026.

Negatives

• 57,821 shares of BLAC Common Stock were tendered for redemption, which could reduce the company's cash reserves.

Risks

• The closing of the transaction is contingent upon receiving foreign investment approval from the Industrial Bank of Korea.
• The company's future performance is subject to various risks and uncertainties, including regulatory uncertainties, the potential need for financing, and market conditions.
• Forward-looking statements are not guarantees of future performance and actual results may differ materially.

Future Outlook

OSR Holdings expects the Transaction to close following receipt of foreign investment approval from the Industrial Bank of Korea, which is expected on February 14, 2025. The company aims to build and develop a robust portfolio of innovative and potentially transformative therapies and healthcare solutions.

Management Comments

• Kuk Hyoun Hwang, President and CEO of OSR Holdings, expressed enthusiasm about the Transaction, stating, 'The closing will mark a significant achievement and step forward while remaining true to our foundational business strategy as a global Hub-and-Spoke group of healthcare companies. We are excited about the opportunities this will create for OSR Holdings by leveraging momentum from the completion of the business combination to help advance and grow our subsidiaries and overall drug pipelines.'
• Sang Hoon Kim, CEO of OSR, said, 'This achievement is a testament to the dedication of our team and their belief in the strength of our vision. We look forward to executing on our corporate strategy to create long-term value to our subsidiary founders, shareholders and investors, and our employees.'

Industry Context

This announcement reflects the ongoing trend of SPACs (Special Purpose Acquisition Companies) merging with private companies to accelerate their entry into the public markets. OSR Holdings is positioning itself as a global healthcare company with a diverse portfolio of subsidiaries in immunotherapy, biologics, and medical device distribution.

Comparison to Industry Standards

• Many biotech companies pursue similar strategies of acquiring and developing a portfolio of innovative healthcare companies.
• Comparable companies include those that have also gone public via SPAC mergers, such as 23andMe and Butterfly Network, though the specific business models and therapeutic areas may differ.
• The success of OSR Holdings will depend on its ability to effectively manage and grow its subsidiaries, as well as navigate the regulatory landscape and secure necessary financing.

Corporate Governance

Stakeholder Impact

• Shareholders will see their shares converted to OSR Holdings, Inc. stock and warrants.
• Employees of both BLAC and OSR Holdings Co., Ltd. will become part of the combined company.
• Customers and partners of OSR Holdings Co., Ltd. will continue to work with the company under its new structure.
• Investors may be impacted by the change in ticker symbol and the company's future performance on the Nasdaq.

Next Steps

• Obtain foreign investment approval from the Industrial Bank of Korea.
• Close the business combination transaction.
• Begin trading on the Nasdaq Stock Market LLC under the ticker symbols OSRH and OSRHW on February 18, 2025.
• Execute on corporate strategy to grow subsidiaries and advance drug pipelines.
• Acquire additional OSR shares via put/call provisions commencing in 2026.

Key Dates