SEC Comment Letter 0000000000-23-001201 to OSR Health, Inc. (OSRH)
OSR Health, Inc.
Date: Feb. 6, 2023 · CIK: 0001840425 · Accession: 0000000000-23-001201
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File numbers found in text: 333-264597
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United States securities and exchange commission logo
February 6, 2023
Kuk Hyoun Hwang
Chief Executive Officer
Bellevue Life Sciences Acquisition Corp.
10900 NE 4th Street, Suite 2300
Bellevue, WA 98004
Re:Bellevue Life Sciences Acquisition Corp.
Amendment No. 5 to Registration Statements on Form S-1
Filed January 20, 2023
File No. 333-264597
Dear Kuk Hyoun Hwang:
We have reviewed your amended registration statement and have the following
comment. In our comment, we may ask you to provide us with information so we may better
understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to this comment, we may have additional comments. Unless we note
otherwise, our references to prior comments are to comments in our November 8, 2022, letter.
Amendment No. 5 to Registration Statement on Form S-1
Risk Factors
If we seek stockholder approval of our initial business combination..., page 32
1.We note your response to comment 1 of our letter. We note your representation that you
will not vote the shares that are purchased. However, we note that compliance with the
guidance and the rule has multiple aspects. We therefore reissue this part of the
comment. Please confirm how you intend to comply with the requirements of Rule 14e-
5 under the Exchange Act. We refer you to the Tender Offer Rules and Schedules
Compliance and Disclosure Interpretation 166.01 for guidance.
FirstName LastNameKuk Hyoun Hwang
Comapany NameBellevue Life Sciences Acquisition Corp.
February 6, 2023 Page 2
FirstName LastName
Kuk Hyoun Hwang
Bellevue Life Sciences Acquisition Corp.
February 6, 2023
Page 2
You may contact Ameen Hamady at 202-551-3891 or Jennifer Monick at 202-551-
3295 if you have questions regarding comments on the financial statements and related
matters. Please contact Stacie Gorman at 202-551-3585 or David Link at 202-551-3356 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Gary J. Kocher, Esq.