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United States securities and exchange commission logo
March 28, 2024
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. 1 to Draft Registration Statement on Form S-4
Submitted February 29, 2024
CIK No. 0001840425
Dear Kuk Hyoun Hwang:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe a comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Amendment No. 1 to Draft Registration Statement on Form S-4
Cover Page
1.Please revise your cover page to disclose the date by which you must complete the
business combination or liquidate. Please also disclose the per share merger consideration
as of a recently practicable date.
2.Please revise to disclose the ownership of securityholders in the post-combination
company at a range of redemption scenarios, including at least one interim redemption
level. Please also revise to disclose the total ownership in the post-combination company
of securityholders assuming the exercise and conversion of all outstanding and issuable
securities.
3.We note your disclosure that BLAC is actively pursuing entering into one or more
subscription agreements with certain institutional and accredited investors pursuant to

 FirstName LastNameKuk  Hyoun Hwang
 Comapany NameBellevue Life Sciences Acquisition Corp.
 March 28, 2024 Page 2
 FirstName LastNameKuk  Hyoun Hwang
Bellevue Life Sciences Acquisition Corp.
March 28, 2024
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which investors will agree to purchase, prior to or substantially concurrently with the
closing of the Business Combination, debt or preferred securities issuable by BLAC
and/or OSR Holdings convertible into BLAC Common Stock, for aggregate gross
proceeds of at least $50,000,000. Please revise to disclose the status of any negotiations
related to these subscription agreements and the material terms considered for this PIPE
financing, and disclose whether the Sponsor or any BLAC or OSR affiliates will
participate in the financing. Please also disclose the expected ownership in the post-
combination company of the PIPE investors, the price per share to be paid by the PIPE
investors, and highlight material differences in the terms and price of securities issued at
the time of the BLAC IPO as compared to the proposed PIPE financing terms.
4.We note your disclosure on page 283 that Mr. Hwang will control 50.2% of the post-
combination company assuming no redemptions, or 58.5% of the post-combination
company assuming maximum redemptions. Please disclose on the cover page and in the
prospectus summary whether you will be a “controlled company” as defined under the
relevant listing rules and, if so, whether you intend to rely on any exemptions as a
controlled company. If applicable, please include risk factor disclosure that discusses the
effect, risks and uncertainties of being designated a controlled company, including but not
limited to, the result that you may not elect to comply with certain corporate governance
requirements. Please also revise your cover page to disclose Mr. Hwang's ownership in
the post-combination company.
5.We note that your current charter waived the corporate opportunities doctrine. Please
address this potential conflict of interest and whether it impacted your search for an
acquisition target.
6.We note your disclosure on page 51 that “On November 9, 2023, at a special meeting of
the BLAC stockholders, BLAC stockholders approved an amendment to the Amended
and Restated Certificate of Incorporation to extend the period of time in which BLAC
must complete its initial business combination,” and that “in connection with the special
meeting, holders of 3,432,046 shares of BLAC Common Stock elected to redeem such
shares for a per share redemption price of approximately $10.49, resulting in an aggregate
reduction of the amount in the Trust Account by $35,995,727.58.” Please revise your
filing to prominently disclose the details of this special meeting, including the percentage
of shares outstanding that were redeemed in connection with the meeting, and the relevant
reduction in the Trust Account.
Questions and Answers
Will the BLAC Board obtain a third-party valuation or fairness opinion in determining whether
or not to proceed . . ., page 9
7.We note your disclosure that the BLAC Board will obtain a fairness opinion from a
financial advisory firm as a condition to the closing of the Business Combination. Please
revise throughout the registration statement to disclose the firm providing the fairness
opinion and the material terms of the fairness opinion, including the underlying

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March 28, 2024
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methodologies and assumptions relied upon therein. Please also file the fairness opinion,
including the consent of the financial advisory firm, as an exhibit to this registration
statement. Refer to Item 601(b)(99) of Regulation S-K. Finally, please revise your
disclosure to describe how the board intends to consider the fairness opinion in making its
recommendation that shareholders approve the business combination transaction,
including why the board determined to recommend the transaction prior to obtaining the
fairness opinion.
What equity stake will current BLAC stockholders and current OSR Holdings stockholders hold
in BLAC immediately . . ., page 9
8.Please revise the table illustrating varying ownership levels in BLAC Common Stock
immediately following the consummation of the Business Combination to include pro
forma combined figures for a range of redemption scenarios, and assuming the exercise
and conversion of all securities, including that all BLAC warrants to purchase BLAC
Common Stock that will be outstanding immediately following closing have been
exercised, BLAC rights have been converted to shares of BLAC Common Stock and
equity awards have been issued under the Omnibus Plan.
How does the Sponsor intend to vote its shares?, page 17
9.We note your disclosure that your Sponsor, OSR Holdings and/or their respective
directors, officers, advisors or respective affiliates may purchase public shares from
institutional and other investors in order to "increase the likelihood of satisfaction of the
requirements" that the various proposals are approved by BLAC shareholders. We also
note your disclosure that "[p]urchases of shares by the persons described above would
allow them to exert more influence over the approval of the proposals to be presented at
the special meeting and would likely increase the chances that such proposals would be
approved." Please revise to further discuss how such purchases would influence the
proposals presented.
What interests do the Sponsor and BLAC's current officers and directors have in the Business
Combination?, page 18
10.Please revise, here and throughout the registration statement, to disclose the following:

•whether the Sponsor was granted any consideration or incentive to agree not to
redeem any shares of BLAC Common Stock held by it in connection with a
stockholder vote to approve the Business Combination;

•the price per share paid by the Sponsor for the 1,725,000 shares of BLAC Common
Stock and 430,000 private placement units; and

•the amount previously loaned by the Sponsor and Bellevue Capital Management LLC
to BLAC to fund operating and transaction expenses in connection with the proposed

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Bellevue Life Sciences Acquisition Corp.
March 28, 2024
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Business Combination, and whether the parties have any conversion rights with
respect to these loans.

In addition, we note your disclosure that Mr. Hwang, BLAC’s Chief Executive Officer
and a Director, is the Chief Executive Officer and Chairman of the Board of OSR
Holdings. Please revise your cover page to prominently note this affiliation and conflict of
interest.
Summary of the Proxy Statement / Prospectus
OSR Holdings Co., Ltd., page 21
11.Please revise your disclosure here to provide a more detailed summary of OSR's business,
including that it is a holding company that operates through subsidiaries and investments,
and that from inception through June 30, 2023, OSR Holdings has incurred significant
operating losses and negative cash flows from its operations. Quantify the net losses for
the financial periods presented, and quantify OSR's accumulated deficit as of the most
recent financial period included in your filing.
Conditions to Closing, page 24
12.Please revise to note which conditions to closing are waivable. Please also revise your risk
factor disclosure to include a discussion of the risks related to the potential waiver of the
relevant conditions, and disclose how you will inform investors if and when material
conditions are waived.
The BLAC Board's Reasons for the Business Combination, page 29
13.We note your disclosure that "[b]efore reaching its decision, the BLAC Board reviewed
the results of the due diligence conducted by the BLAC management and advisors on
OSR Holdings." Please revise to further discuss any material findings from the due
diligence conducted by BLAC management and advisors, and how these findings were
considered by the BLAC Board when deciding to approve the Business Combination.
Please also identify the advisors in your disclosure.
Organizational Structure, page 32
14.Please revise your ownership structure charts, both prior to and after the Business
Combination, to include the ownership percentage in each entity. Please also refrain from
using solid lines when depicting subsidiaries that are not controlled or majority owned.
Risks Factors, page 46
15.Please avoid presenting risks that could apply to any issuer in your industry, do not reflect
your current operations, are not material, or are generic, boilerplate disclosures.
Rather, tailor each risk factor to your specific facts and circumstances. To the extent that a
risk is not material to you or your investors, consider whether you need to include it.

 FirstName LastNameKuk  Hyoun Hwang
 Comapany NameBellevue Life Sciences Acquisition Corp.
 March 28, 2024 Page 5
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Kuk  Hyoun Hwang
Bellevue Life Sciences Acquisition Corp.
March 28, 2024
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BLAC's Initial Stockholders have agreed to vote their shares in favor of the Business
Combination, regardless of how . . ., page 46
16.We note your disclosure that in connection with the Business Combination, holders of
BLAC’s common stock issued prior to the BLAC IPO and in the private placement have
agreed to vote their shares in favor of the Business Combination. Please revise this risk
factor to disclose these holders, including the Sponsor. Please also disclose whether these
shareholders received any compensation for their agreement to vote their shares in favor
of the Business Combination. Make conforming changes throughout your filing, including
to your "Vote of Initial Stockholder" disclosure on page 125.
BLAC's Chief Executive Officer and one of our directors is Chief Executive Officer and
Chairman of the Board of OSR Holdings . . ., page 47
17.Please revise to disclose the number of shares of common stock that Mr. Hwang is
expected to have in the post-combination company, assuming a range of redemption
scenarios.
BLAC and OSR Holdings will incur significant transaction costs . . ., page 53
18.Please revise to disclose the impact of the aggregate transaction expenses on the per-share
value of shares held by non-redeeming BLAC securityholders.
We may not be able to complete an initial business combination with a U.S. target company
since such initial business combination . . ., page 58
19.We note your disclosure that because you may be considered a foreign person under
CFIUS regulations, the proposed business combination may fall within the scope of a
covered transaction and be subject to CFIUS review jurisdiction. Please revise your cover
page and disclosure throughout the registration statement to note that the transaction may
be subject to CFIUS review because BLAC’s sponsor is controlled by and has substantial
ties with non-U.S. persons. Please also reconcile your disclosure in this risk factor with
your disclosure on page 38 stating that "[n]one of BLAC and OSR Holdings is aware of
any material regulatory approvals or actions that are required for completion of the
Business Combination."
There can be no assurance that New OSR Biosciences will be able to comply with the continued
listing standards of Nasdaq . . ., page 64
20.We note your disclosure that "[o]n June 27, 2023, BLAC notified Nasdaq that BLAC is
not currently in compliance with Nasdaq Listing Rule 5605(c)(2)(A)...but that it intends to
regain compliance within the cure period provided by section (c)(4)(B) of the Listing
Rule." Please revise to disclose the cure compliance deadline.

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 Comapany NameBellevue Life Sciences Acquisition Corp.
 March 28, 2024 Page 6
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Bellevue Life Sciences Acquisition Corp.
March 28, 2024
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We will likely incur significant operating losses for the foreseeable future and may never achieve
or maintain profitability., page 67
21.Please revise your risk factor to provide a more detailed discussion of OSR's financial
position and related risks to investors. In your discussion quantify the company's net
losses and accumulated deficit for the financial periods presented in the filing.
OSR Holdings plans to increase its (or LBV's) ownership interests in four companies described
below that figure prominently . . ., page 71
22.We note your disclosure that "LBV and OSR Holdings expect to enter into negotiations to
make additional investments into [Roca Therapeutics, CARLA Biotherapeutics, Kekkan
Biologics, and Elikya Therapeutics] (with the goal of acquiring a controlling interest)
following the Closing of the Business Combination." We also note your disclosure on
page 139 that "Mr. Sellam said that he was confident LBV could convince the founders of
each company to let OSR Holdings acquire majority stakes in their respective
companies." Please advise, and revise your disclosure as applicable, whether you have
entered into any non-binding LOIs or discussions with these companies. Please also
discuss your basis for the determination that LBV could convince the founders of Roca
Therapeutics, CARLA Biotherapeutics, Kekkan Biologics, and Elikya Therapeutics to let
OSR Holdings acquire majority stakes in their respective companies.
We or the third parties upon whom we depend on may be adversely affected by natural disasters
and our business continuity and disaster . . ., page 81
23.Please revise this risk factor to note where your operations are located and whether there
is a concentration risk regarding natural disasters.
If we are deemed to have a "place of effective management" in Korea . . ., page 88
24.Please revise your risk factor disclosure to clarify whether you expect to be deemed as
having a "place of effective management" and "permanent establishment" in Korea.
We are a drug development company with a limited operating history, and many of our programs
are in early stages of development . . ., page 92
25.We n