Correspondence 0001193125-24-172397 from OSR Health, Inc. (OSRH)
OSR Health, Inc.
Date: June 28, 2024 · CIK: 0001840425 · Accession: 0001193125-24-172397
AI Filing Summary & Sentiment
Letter
VIA EDGAR CORRESPONDENCE Division of Corporation Finance Office of Industrial Applications and Services 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 All:
On behalf of Bellevue Life Sciences Acquisition Corp. (the “Company”), we submit this letter providing a response to the comments raised by the Staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the “Staff”) in a written comment letter on March 28, 2024 with respect to the Company’s Amendment No. 1 to Draft Registration Statement on Form S-4 (“Amendment No. 1”). The bold type below is the Staff’s comment and the regular type constitutes the Company’s response thereto. The Company has also filed a Registration Statement on Form S-4 (the “Form S-4”) which has been revised to be responsive to the Staff’s 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.
Response: In response to the Staff’s comment, the Company has revised the cover page to disclose the date by which it must complete the business combination or liquidate. The Company also has disclosed the per share merger consideration as of a recently practicable date on the cover page.
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.
Response: In response to the Staff’s comment, the Company has revised its cover page to disclose the ownership of securityholders in the post-combination company at a range of redemption scenarios, including at least one interim redemption level. The Company also has disclosed the total ownership in the post-combination company of securityholders assuming the exercise and conversion of all outstanding and issuable securities.
U.S. Securities and Exchange Commission
June 28, 2024
Page
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 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.
Response: In response to the Staff’s comment, the Company has updated the relevant disclosures, including the post-closing ownership tables, to reflect the current terms of a proposed PIPE. The Company has obtained a letter of intent from Toonon Partners Co., Ltd. (“Toonon”), pursuant to which Toonon indicated its interest to purchase $20,000,000 of BLAC’s equity securities in connection with the closing of the Business Combination. The terms of the proposed transaction are under current negotiation and, assuming all terms are finalized, will be set forth in a definitive agreement to be executed between BLAC and Toonon. The relevant disclosures assume that the BLAC Common Stock sold to Toonon will be at an average price of $9.00/share, for an aggregate amount of 2,222,222 shares.
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.
Response: In response to the Staff’s comment, the Company has revised its disclosure on the cover page to clarify that the post-combination company will be a “controlled company,” and the Company has added a risk factor on page 65 of the Form S-4 regarding the same.
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.
Response: In response to the Staff’s comment, the Company has included a risk factor addressing this matter on page 53 of the Form S-4. Additionally, the Company also has included disclosure in the Form S-4 stating that it does not believe that waiver of the corporate opportunity doctrine interfered with the Company’s ability to identify an
U.S. Securities and Exchange Commission
June 28, 2024
Page
acquisition target, including the decision to pursue the Business Combination with OSR Holdings. The Company also has added additional disclosure in the “Background of the Business Combination” section of the Form S-4 clarifying the same.
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.
Response: In response to the Staff’s comment, the Company has revised the relevant disclosure to include the percentage of shares outstanding that were redeemed in connection with the November 9, 2023 special meeting. Additionally, the Company has revised the same disclosure to detail the corresponding percentage reduction in the Trust Account amount. The Company also advises the Staff that it held another special meeting on May 14, 2024, and has disclosed the details of such special meeting, in addition to the details of the November 9, 2023 special meeting, on the cover page of the Form S-4. Please see pages 56 and 296 of the Form S-4.
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 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.
Response: In response to the Staff’s comment, the Company has updated disclosures throughout the Form S-4 to include the requested information. See pages 9 and 183 of the Form S-4. Additionally, the Company has filed a draft of the fairness opinion as Annex H to the Form S-4 and will file the consent of Choloc Asset Investment Advisory Co., Ltd. as an exhibit to a future filing of the Form S-4. An executed copy of the fairness opinion will be filed the Form S-4 before it is declared effective.
U.S. Securities and Exchange Commission
June 28, 2024
Page
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.
Response: In response to the Staff’s comment, the Company has revised the table to include pro forma combined figures for three redemption scenarios and assuming the exercise and conversion of all securities. Please see pages 11 and 33 of the Form S-4.
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.
Response: In response to the Staff’s comment, the Company has revised the relevant disclosures to remove the language suggesting that such purchases would allow the persons described therein to exert more influence over the approval of the proposals to be presented at the special meeting and would likely increase the changes that such proposals would be approved. Please see page 20 of the Form S-4.
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
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.
Response: In response to the Staff’s comment, the Company has revised the Form S-4 to include the requested information where appropriate. Please see the cover page and pages 21, 30, 52, and 188 of the Form S-4.
U.S. Securities and Exchange Commission
June 28, 2024
Page
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.
Response: In response to the Staff’s comment, the Company has revised the disclosure as requested. Please see page 24 of the Form S-4.
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.
Response: In response to the Staff’s comment, the Company has revised the Form S-4 to (i) note which conditions to closing are waivable, (ii) update the risk factor disclosure to include a discussion of the risks related to the potential waiver of the relevant conditions, and (iii) disclose how BLAC will inform investors if and when material conditions are waived. Please see page 28 of the Form S-4.
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.
Response: In response to the Staff’s comment, the Company has revised the relevant disclosures to include a description of the material findings resulting from the due diligence conducted by BLAC management and advisors, and how such findings were considered by the BLAC Board when deciding to approve the Business Combination. Additionally, the Company has identified its advisors within such updated disclosures. The Company also respectfully advises the Staff that it has replaced the initial set of these disclosures with a summary and cross reference to the complete and fulsome set of disclosures in the section entitled “The Business Combination — The BLAC M&A Committee’s Reasons for the Approval of the Business Combination.”
U.S. Securities and Exchange Commission
June 28, 2024
Page
Organizational Structure, page 32
14. Please revise your ownership structure charts, both prior to and after the Business Combination, to include the
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CORRESP 1 filename1.htm CORRESP U.S. Securities and Exchange Commission June 28, 2024 Page 1 K&L GATES LLP 925 4th Avenue, #2900 SEATTLE, WA 98104 T +1 206 579-0092 klgates.com June 28, 2024 VIA EDGAR CORRESPONDENCE U.S. Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services 100 F Street N.E. Washington, D.C. 20549 Attn: Kristin Lochhead Li Xiao Juan Grana Katherine Bagley 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 All: On behalf of Bellevue Life Sciences Acquisition Corp. (the “Company”), we submit this letter providing a response to the comments raised by the Staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the “Staff”) in a written comment letter on March 28, 2024 with respect to the Company’s Amendment No. 1 to Draft Registration Statement on Form S-4 (“Amendment No. 1”). The bold type below is the Staff’s comment and the regular type constitutes the Company’s response thereto. The Company has also filed a Registration Statement on Form S-4 (the “Form S-4”) which has been revised to be responsive to the Staff’s 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. Response: In response to the Staff’s comment, the Company has revised the cover page to disclose the date by which it must complete the business combination or liquidate. The Company also has disclosed the per share merger consideration as of a recently practicable date on the cover page. 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. Response: In response to the Staff’s comment, the Company has revised its cover page to disclose the ownership of securityholders in the post-combination company at a range of redemption scenarios, including at least one interim redemption level. The Company also has disclosed the total ownership in the post-combination company of securityholders assuming the exercise and conversion of all outstanding and issuable securities. U.S. Securities and Exchange Commission June 28, 2024 Page 2 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 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. Response: In response to the Staff’s comment, the Company has updated the relevant disclosures, including the post-closing ownership tables, to reflect the current terms of a proposed PIPE. The Company has obtained a letter of intent from Toonon Partners Co., Ltd. (“Toonon”), pursuant to which Toonon indicated its interest to purchase $20,000,000 of BLAC’s equity securities in connection with the closing of the Business Combination. The terms of the proposed transaction are under current negotiation and, assuming all terms are finalized, will be set forth in a definitive agreement to be executed between BLAC and Toonon. The relevant disclosures assume that the BLAC Common Stock sold to Toonon will be at an average price of $9.00/share, for an aggregate amount of 2,222,222 shares. 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. Response: In response to the Staff’s comment, the Company has revised its disclosure on the cover page to clarify that the post-combination company will be a “controlled company,” and the Company has added a risk factor on page 65 of the Form S-4 regarding the same. 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. Response: In response to the Staff’s comment, the Company has included a risk factor addressing this matter on page 53 of the Form S-4. Additionally, the Company also has included disclosure in the Form S-4 stating that it does not believe that waiver of the corporate opportunity doctrine interfered with the Company’s ability to identify an U.S. Securities and Exchange Commission June 28, 2024 Page 3 acquisition target, including the decision to pursue the Business Combination with OSR Holdings. The Company also has added additional disclosure in the “Background of the Business Combination” section of the Form S-4 clarifying the same. 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. Response: In response to the Staff’s comment, the Company has revised the relevant disclosure to include the percentage of shares outstanding that were redeemed in connection with the November 9, 2023 special meeting. Additionally, the Company has revised the same disclosure to detail the corresponding percentage reduction in the Trust Account amount. The Company also advises the Staff that it held another special meeting on May 14, 2024, and has disclosed the details of such special meeting, in addition to the details of the November 9, 2023 special meeting, on the cover page of the Form S-4. Please see pages 56 and 296 of the Form S-4. 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 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. Response: In response to the Staff’s comment, the Company has updated disclosures throughout the Form S-4 to include the requested information. See pages 9 and 183 of the Form S-4. Additionally, the Company has filed a draft of the fairness opinion as Annex H to the Form S-4 and will file the consent of Choloc Asset Investment Advisory Co., Ltd. as an exhibit to a future filing of the Form S-4. An executed copy of the fairness opinion will be filed the Form S-4 before it is declared effective. U.S. Securities and Exchange Commission June 28, 2024 Page 4 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. Response: In response to the Staff’s comment, the Company has revised the table to include pro forma combined figures for three redemption scenarios and assuming the exercise and conversion of all securities. Please see pages 11 and 33 of the Form S-4. 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. Response: In response to the Staff’s comment, the Company has revised the relevant disclosures to remove the language suggesting that such purchases would allow the persons described therein to exert more influence over the approval of the proposals to be presented at the special meeting and would likely increase the changes that such proposals would be approved. Please see page 20 of the Form S-4. 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 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. Response: In response to the Staff’s comment, the Company has revised the Form S-4 to include the requested information where appropriate. Please see the cover page and pages 21, 30, 52, and 188 of the Form S-4. U.S. Securities and Exchange Commission June 28, 2024 Page 5 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. Response: In response to the Staff’s comment, the Company has revised the disclosure as requested. Please see page 24 of the Form S-4. 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. Response: In response to the Staff’s comment, the Company has revised the Form S-4 to (i) note which conditions to closing are waivable, (ii) update the risk factor disclosure to include a discussion of the risks related to the potential waiver of the relevant conditions, and (iii) disclose how BLAC will inform investors if and when material conditions are waived. Please see page 28 of the Form S-4. 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. Response: In response to the Staff’s comment, the Company has revised the relevant disclosures to include a description of the material findings resulting from the due diligence conducted by BLAC management and advisors, and how such findings were considered by the BLAC Board when deciding to approve the Business Combination. Additionally, the Company has identified its advisors within such updated disclosures. The Company also respectfully advises the Staff that it has replaced the initial set of these disclosures with a summary and cross reference to the complete and fulsome set of disclosures in the section entitled “The Business Combination — The BLAC M&A Committee’s Reasons for the Approval of the Business Combination.” U.S. Securities and Exchange Commission June 28, 2024 Page 6 Organizational Structure, page 32 14. Please revise your ownership structure charts, both prior to and after the Business Combination, to include the