SecProbe.io

CORRESP
1
filename1.htm

CORRESP

 U.S. Securities and Exchange Commission

November 8th, 2024

 Page 1

K&L Gates LLP

 925 4th Avenue, #2900

Seattle, WA 98104

 T +1 206 579-0092

klgates.com

 November 8th, 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 the Registration Statement on Form S-4

Filed June 28, 2024

 File No. 333-280590

 Dear All:

 On
behalf of Bellevue Life Sciences Acquisition Corp. (the “Company”), we submit this letter providing a response to (i) 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 July 25, 2024, and (ii) oral comments by the Staff received on July 30, 2024, with respect to the Company’s Amendment No. 1 to the 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 an amended
Registration Statement on Form S-4 (the “Form S-4”) which has been revised to be responsive to the Staff’s comments. We have also provided certain
revisions to the Form S-4 in response to additional oral comments provided by the Staff on July 30, 2024 as summarized below.

Registration Statement on Form S-4

Cover Page

1.
 We note your response to comment 10 and reissue the comment in part. Please revise your cover page to
prominently note the conflict of interest stemming from Mr. Hwang, BLAC’s Chief Executive Officer and a Director, being the Chief Executive Officer and Chairman of the Board of OSR Holdings.

 
 Response: In response to the Staff’s comment, the Company has revised the cover page of the Form S-4 to prominently note the conflict of interest stemming from Mr. Hwang’s roles at the Company and OSR Holdings.

 U.S. Securities and Exchange Commission

November 8th, 2024

  Page
 2

 Summary of the Proxy Statement/Prospectus

Organizational Structure, page 35

2.
 We note your response to comment 14 and reissue the comment in part. Please revise your ownership structure
charts, both prior to and after the Business Combination, to include the ownership percentage of initial stockholders of OSR Holdings, the OSR board and management, PIPE investors, BLAC founders, public stockholders, and any other stockholders, as
applicable, in OSR Holdings.

 
 Response: In response to the Staff’s comment, the Company has revised the ownership structure charts on
pages 38 and 39 of the Form S-4 to include the ownership percentages for the additional stockholders.

Unaudited Pro Forma Condensed Combined Financial Information, page 124

3.
 We reference your revisions in response to prior comment 28. Please revise to include pro forma information
for the three months ended March 31, 2024, which is the latest balance sheet included in the filing and the most recent interim and annual period of the registrant. Refer to Rule 3-12 of
Regulation S-X. Note that Article 11 of Regulation S-X permits the ending date of the periods included for the target company to differ from those of the registrant by
up to 93 days, with appropriate footnote disclosure, and that application of the age of financial statement rules may require the foreign target company to include a period in the pro forma information that would be more current than its separate
historical financial statements.

 
 Response: In response to the Staff’s comment, the Company has revised the Form S-4 to include pro forma financial information for the six months ended June 30, 2024, beginning on page 130 of the Form S-4.

4.
 We reference prior comment 30. Please tell us why it is appropriate to include pro forma adjustments related
to the PIPE financing. In that regard, advise how the adjustment is factually supportable since you do not have a definitive agreement. Refer to Article 11 of Regulation S-X.

 
 Response: In response to the Staff’s comment, the Company advises the Staff that the Company entered into
a subscription agreement, dated October 4, 2024, with Toonon Partners Co., Ltd., pursuant to which Toonon has agreed to subscribe for $20,000,000 of Series A Preferred Stock of the Company at Closing of the Business Combination. The Company
filed the Subscription Agreement as Exhibit 10.24 of the Form S-4, and the Company has revised its disclosures throughout the Form S-4 to describe the terms and
conditions of the Subscription Agreement and the transactions contemplated thereby.

5.
 Please disclose the terms and your accounting for the Earnout Shares, as well as the 40%, or 9,784,486
shares of BLAC Common Stock, to be issuable by BLAC to the Non-Participating Company Stockholders upon exercise of the put/call rights set forth in the Non-Participating
Stockholder Joinders.

 
 Response: In response to the Staff’s comment, the Company advises the Staff that there are no Earnout
Shares contemplated in connection with the Business Combination. With respect to the shares issuable by BLAC to the Non-Participating Company Stockholders, the Company advises the Staff that approximately 28%
of the Aggregate Consideration, or 6,849,140 shares, is the maximum number of shares issuable to the Non-Participating Company Stockholders. Holders representing approximately 12% of outstanding shares of OSR
Holdings will not be subject to Participating Stockholder Joinders, or Non-Participating

 U.S. Securities and Exchange Commission

November 8th, 2024

  Page
 3

Stockholder Joinders, and such shares will remain outstanding and not be subject to any contractual put or call rights, or other conversion rights, with or into BLAC Common Stock. The actual
number of shares issuable to the Non-Participating Company Stockholders may be lower if additional stockholders of OSR Holdings become Participating Company Stockholders under the Business Combination
Agreement. The Company revised page 144 of the Form S-4 to disclose the fact that the shares subject to Non-Participating Stockholder Joinders have been excluded from
BLAC Common Stock outstanding in the Unaudited Pro Forma Condensed Combined Financial Information and respectfully advises the Staff that such shares issuable to the Non-Participating Company Stockholders have
no significant impact to the financial statements at Closing of the Business Combination as the Non-Participating Stockholder Joinders include the put right that will be held by the Non-Participating Company Stockholders and the call right that will be held by BLAC, which are equal rights at Closing of Business Combination.

6.
 Please explain to us, and revise if necessary, how you have considered the following items under Note 2.
IFRS to US GAAP reconciliation and assessment:

•

 Your response to prior comment 78 appears to indicate that the acquisition of Vaximm AG by OSR Holdings is a
common control transaction. Under US GAAP, however, transactions between entities under common control is accounted for using the historical cost basis of the parent. Refer to ASC 805-50 for common
control transactions.

 
 Response: The Company acknowledges the Staff’s comment and advises the Staff that OSR Holdings deemed the
acquisition of Vaximm AG by OSR Holdings as a common control transaction which would be accounted for using the historical cost basis under US GAAP. However, OSR Holdings’ financial statements are prepared on the basis of IFRS, and IFRS
permits such transactions to be accounted for using acquisition accounting. The Company has revised the pro forma financial statements to include the appropriate IFRS to GAAP reconciliations. Additionally, the Company has revised Note 2. IFRS to
US GAAP on page 141 of the Form S-4 to describe such reconciliations.

•

 Please also tell us how you have considered whether the Darnatein acquisition would meet the screen test under
ASC 805-10-55-5A to be accounted for as an asset acquisition, where it appears that substantially all of the fair value of the
gross assets acquired is concentrated in DRT 101, a single identifiable asset, or group of similar identifiable assets.

 
 Response: The Company acknowledges the Staff’s comment and advises the Staff that OSR Holdings performed
the screen test (i.e. concentration test) for both IFRS and US GAAP reporting purposes.

 
 OSR Holdings acquired licensed patent rights for multiple clinical and preclinical development programs mainly
consisting of DRT-101 and DRT-102 in the U.S. and across major markets including Europe, China, India and Japan. OSR Holdings concluded that DRT-101 and DRT-102 were each separately identifiable intangible assets in a business combination. OSR Holdings then considered whether
DRT-101 and DRT-102 were similar assets. When determining if assets should be grouped as similar OSR Holdings considered the nature of the assets and the risks
associated with managing and creating outputs – i.e. class of customers, commercialization risk, location, size, market risk, and regulatory risk. If the risks

 U.S. Securities and Exchange Commission

November 8th, 2024

  Page
 4

are not similar, the assets cannot be combined for the screen test. OSR Holdings noted that the nature of the assets is similar in that both DRT-101 and DRT-102 are in-process research and development assets in the same major asset class. However, OSR Holdings concluded that DRT-101 and DRT-102 have significantly different risks associated with creating outputs from each asset because each project has separate risks in developing and marketing the compound to customers. The two projects are
intended to treat significantly different medical conditions, and each project has a significantly different potential customer base and market and associated regulatory risks. Therefore, OSR Holdings concluded that substantially all of the fair
value of the gross assets acquired was not concentrated in a single identifiable asset or group of similar identifiable assets and that it needed to further evaluate whether the set has the minimum requirements to be considered a business.

 
 The set for the Darnatein acquisition included senior management and scientists that had the necessary skills,
knowledge, or experience to perform research and development activities. In addition, Darnatein has long-lived tangible assets such as lab equipment and machinery, and
right-of-use assets for corporate headquarters and a research lab. Darnatein does not yet have a marketable product and, therefore, has not generated revenues. Because
the set did not have outputs, OSR Holdings evaluated the criteria in ASC 805-10-55-5D to determine whether the set had both an
input and a substantive process that together significantly contribute to the ability to create outputs. OSR Holdings concluded that the criteria were met because the scientists made up an organized workforce that had the necessary skills,
knowledge, or experience to perform processes that when applied to the in-process research and development inputs is critical to the ability to develop those inputs into a product that can be provided to a
customer. OSR Holdings also determined that there was a more-than-insignificant amount of goodwill (including the fair value associated with the workforce), which is another indicator that the workforce is performing a critical process. Thus, OSR
Holdings concluded that the set included both inputs and substantive processes and was a business for both IFRS and US GAAP purposes.

7.
 Under Note 5, adjustment 3 is to reflect the elimination of $10.5 million of OSR’s
historical accumulated deficit. Please tell us why such an adjustment is appropriate when OSR is considered to be the accounting acquirer of this reverse recapitalization transaction. Refer to ASC 805-40-45-2(c).

 
 Response: In response to the Staff’s comment, the Company has revised the unaudited pro forma condensed
combined balance sheet on page 135 of the Form S-4 to reclassify BLAC’s historical accumulated deficit to APIC and to reflect OSR Holdings’ historical accumulated deficit as the combined accumulated
deficit on the pro forma financial statements. 

8.
 Under Note 7 Loss per Share Information, please remove all data for 2022 since no pro forma presentation was
provided for 2022. Please also revise to provide all potentially dilutive equity instruments below your EPS table on page 135.

 
 Response: In response to the Staff’s comment, the Company has removed all data for 2022. Additionally, the
Company has revised the disclosure on page 146 of the Form S-4 to disclose all potentially dilutive equity instruments.

 U.S. Securities and Exchange Commission

November 8th, 2024

  Page
 5

 The Business Combination, page 142

9.
 We note your response to comment 31. Please revise to discuss how the BLAC M&A Committee considered
Mr. Hwang’s role in the initial outreach to OSR Holdings and the preparation of the initial draft of the LOI, as well as the conflict of interests posed by his and Mr. Whang’s financial interests in OSR Holdings. In particular,
please disclose the process through which the M&A Committee ratified BLAC’s entry into the non-disclosure agreement with OSR Holdings, dated March 30, 2023, and the actions taken by the BLAC
Board and management prior to June 9, 2023. We also note that, based on your current disclosure, it appears that the other companies considered by BLAC for a business combination were initially contacted prior to the formation of the M&A
Committee. As such, please advise whether the M&A Committee considered any alternative Business Combination targets to OSR Holdings.

 
 Response: In response to the Staff’s comment, the Company has updated the relevant disclosures on pages
155 and-156 of the Form S-4 to describe the BLAC M&A Committee’s consideration of the conflicts of interest. With regard to whether the M&A Committee considered any alternative Business
Combination targets to OSR Holdings, the Company would respectfully advise the Staff that the primary reason for the creation of BLAC’s M&A Committee was for the practical reason of excluding BLAC’s “interested directors”
from the process of reviewing and approving a related party transaction with OSR Holdings. The M&A Committee was not formed to task it with the responsibility of actively searching for target business alternatives to OSR Holdings. As reflected
in the Form S-4, the Company has disclosed that potential target companies were contacted prior to the formation of the M&A Committee (June 9, 2023). However, we point out that the individual directors who
were initially appointed to serve on the M&A Committee (Messrs. Steve Reed, Rad Roberts and Jin Whan Park) were generally involved in evaluating all of the potential target companies prior to the formation of the M&A Committee, as disclosed
beginning on page 154 of the Form S-4.

 Other Companies BLAC Considered for Business
Combination, page 144

10.
 We note your response to comment 32. Please revise this section to clarify OSR’s involvement in the
target search prior to the formation of the BLAC M&A Committee. In this regard, we note that “Mr. Whang shared Company B’s non-confidential deck by email dated
March 10, 2023 with members of BLAC (Mr. Hwang) and OSR Holdings (Sean Chung, Jessi Kim and Sung Jae Yu) for a preliminary review of Company B’s science and technology and the company’s current and
projected financial status.”

 
 Response: In response to the Staff’s comment, the Company updated its disclosures beginning on page 154 of
the Form S-4 to clarify OSR’s involvement in the target search prior to the formation of the BLAC M&A Committee. Additionally, the Company advises the Staff that given the backgrounds of members of
OSR Holdings, includin