SEC Comment Letter 0000000000-23-011370 to OSR Health, Inc. (OSRH)
OSR Health, Inc.
Date: Oct. 17, 2023 · CIK: 0001840425 · Accession: 0000000000-23-011370
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-41390
Letter
United States securities and exchange commission logo October 17, 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. Preliminary Proxy Statement on Schedule 14A Filed October 10, 2023 File No. 001-41390 Dear Kuk Hyoun Hwang: We have reviewed your filing and have the following comment. Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Preliminary Proxy Statement on Schedule 14A General 1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has substantial ties with a non-U.S. person. If so, include risk factor disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business combination with a U.S. target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets with which you could complete an initial business combination may be limited. Further, disclose that the time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from completing an initial business combination and require you to liquidate. Disclose the consequences of liquidation to investors, such as the losses of the investment
FirstName LastNameKuk Hyoun Hwang Comapany NameBellevue Life Sciences Acquisition Corp. October 17, 2023 Page 2 FirstName LastName Kuk Hyoun Hwang Bellevue Life Sciences Acquisition Corp. October 17, 2023 Page 2
opportunity in a target company, any price appreciation in the combined company, and the warrants, which would expire worthless. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Stacie Gorman at 202-551-3585 or Brigitte Lippmann at 202-551-3713 with any questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Gary Kocher, Esq.
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United States securities and exchange commission logo
October 17, 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.
Preliminary Proxy Statement on Schedule 14A
Filed October 10, 2023
File No. 001-41390
Dear Kuk Hyoun Hwang:
We have reviewed your filing and have the following comment.
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A
General
1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person. If so, include risk factor disclosure that
addresses how this fact could impact your ability to complete your initial business
combination. For instance, discuss the risk to investors that you may not be able to
complete an initial business combination with a U.S. target company should the
transaction be subject to review by a U.S. government entity, such as the Committee on
Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that
as a result, the pool of potential targets with which you could complete an initial business
combination may be limited. Further, disclose that the time necessary for government
review of the transaction or a decision to prohibit the transaction could prevent you from
completing an initial business combination and require you to liquidate. Disclose the
consequences of liquidation to investors, such as the losses of the investment
FirstName LastNameKuk Hyoun Hwang
Comapany NameBellevue Life Sciences Acquisition Corp.
October 17, 2023 Page 2
FirstName LastName
Kuk Hyoun Hwang
Bellevue Life Sciences Acquisition Corp.
October 17, 2023
Page 2
opportunity in a target company, any price appreciation in the combined company, and the
warrants, which would expire worthless.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please contact Stacie Gorman at 202-551-3585 or Brigitte Lippmann at 202-551-3713
with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Gary Kocher, Esq.