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CORRESP
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CORRESP

 K&L Gates LLP

925 4th Avenue, #2900

 Seattle, WA 98104

T +1 206 579-0092 klgates.com

 December 27, 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 Registration Statement on Form S-4

Filed November 8, 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 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 December 5, 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 Amendment No. 2 to the 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 Registration Statement on Form S-4

Questions and Answers

 What equity stake will current
BLAC stockholders and current OSR Holdings stockholders hold in BLAC immediately after the consummation..., page 11

1.
 We note your disclosure in the table on page 12 that 14,676,728 shares of BLAC common stock will be issued
to OSR Holdings stockholders in connection with the business combination, which represent 60% of the aggregate shares that may be issued to OSR Holdings stockholders. We also note your disclosure in footnote (1) to the table which assumes that
14,676,728 shares of BLAC common stock will be issued by BLAC to the Participating Company Stockholders at consummation of the business combination. Please revise to explain why the remaining 9,784,486

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shares, including the 6,849,140 shares representing the 28% of shares that might be issued to Non-Participating Company Stockholders, are not included in
the total shares of BLAC common stock to be issued to OSR Holdings stockholders in the table. In this regard, we also note your disclosure throughout the registration statement, including on page 10 that “[o]n the Closing Date . . . BLAC shall
issue to the Participating Company Stockholders up to an aggregate of 24,461,214 shares of BLAC common stock,” and your table should show the fully diluted share capital of the combined company and relevant ownership levels following the
consummation of the business combination.

 Response: In response to the Staff’s comment, the
Company has revised the tables showing the fully diluted share capital of the post-closing Company on pages 12 and 38 of the Form S-4 to reflect the 9,784,486 shares issuable to
Non-Participating Company Stockholders.

 Unaudited Pro Forma Condensed Combined Financial Information, page 130

2.
 We note your response to comment 5 and have the following comments:

•

 Tell us your consideration for reporting as noncontrolling interest the 40% of OSR Holdings common stock that
BLAC will not own upon the consummation of the business combination. In that regard, we note that your post-BC organization diagram shows OSR Holdings Co. Ltd becomes a 60% owned subsidiary of OSR Holdings
Inc., the Listco. Refer to ASC 810-10.

 Response: The Company
advises the Staff that up to 40% of OSR Holdings common stock that BLAC will not own upon the consummation of the business combination will be noncontrolling interest in accordance with ASC 810-10-20. In addition, in response to the Staff’s
comment, the Company revised the unaudited pro forma condensed combined balance sheet and statements of operations beginning on page 137 of the Form S-4 to reflect the same since these OSR Holdings common stockholders will hold an interest only in
the legal acquiree and participate in the earnings of only the legal acquiree.

•

 Also tell us your consideration for reporting as redeemable noncontrolling interest the 28% of OSR Holdings
common stock that will be held by the Non- Participating Shareholder Joinders that contain put and call rights. With regard to the put right, whereby the
Non-Participating Company Stockholder shall have the right to cause BLAC to purchase all of the shares under the Joinders, please revise to clarify how BLAC is expected to “purchase” these
shares, for example, with cash payments or future share issuances. In that regard, we note that your current disclosures state that BLAC shall issue to the Participating Company Stockholders up to an aggregate of 24,461,214 shares of BLAC common
stock under the Business Combination Agreement, including 14,676,728 shares of OSR Holdings representing the 60% BLAC will own upon the consummation of the business combination. Refer to ASC 480-10-S99-1 and ASC 480-10-S99-3A.

 Response: In response to the Staff’s comment, the Company advises the Staff that the put right
in the Non-Participating Stockholder Joinder gives each of the Non-Participating Company Stockholders the right to require BLAC to acquire all but not less than all of
OSR Holdings common stock they own in exchange for the number of shares of BLAC common stock set forth in each applicable Non-Participating Stockholder Joinder at the same exchange ratio as provided for the
OSR Holdings common stock at the closing of the share exchange. The exchange ratio is fixed under the put/call rights and there is no option for cash settlement. Interests in OSR Holdings held by Non-Participating Company Stockholders are considered
redeemable noncontrolling interests. As such, they are presented as noncontrolling interest in the unaudited pro forma condensed combined financial information and will remain noncontrolling interest until the holders exercise their put right or
BLAC exercises its call right, both of which will become exercisable on or after the earlier of (i) January 1, 2026, or (ii) the date that the Non-Participating Company Stockholder is notified by BLAC of a transaction that will result in a change in
control (as defined in the Non-Participating Stockholder Joinder) of BLAC, because the applicable shares of OSR Holdings common stock can only be exchanged for the fixed number of shares of BLAC common stock provided for in the Non-Participating
Stockholder Joinder. The Company revised disclosures

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throughout the Form S-4 to clarify that the put/call rights in the Non-Participating Stockholder Joinder allow BLAC
and Non-Participating Company Stockholders to exchange OSR Holdings common stock Non-Participating Company Stockholders hold for BLAC common stock at the same fixed
exchange ratio as the shares exchanged at closing of the share exchange.

 Note 2. IFRS to U.S. GAAP Reconciliation and Assessment, page 140

3.
 We note your response and the revisions made to comment 6 where you made a U.S. GAAP adjustment to eliminate
goodwill of KRW 11,716,110,411 generated from the Vaximm acquisition, to use ‘book value (carry-over basis) accounting’. Pease also tell us how you have considered a similar adjustment for the KRW 129,971,491814 intangible assets
recognized from the Vaximm acquisition as reported at F-140. Clarify specifically whether such balance was already on the book of Vaximm before the acquisition.

Response: The Company acknowledges the Staff’s comment and advises that BCME acquired Vaximm from a third party in
November 2022 and accounted for this acquisition by applying the acquisition method. Based on the purchase price allocation performed with the assistance of a third-party valuation specialist in November 2022, intangible assets such as patent
technologies, customer relationships and technology licenses totaling $103.1 million were recorded as a result of the acquisition. When OSR Holdings acquired Vaximm from BCME in December 2022, such intangible assets already existed, and OSR Holdings
deemed that the fair value of the intangible assets remained materially consistent since November 2022. Thus, OSR Holdings concluded no adjustment was necessary between IFRS (acquisition accounting) and US GAAP (book value accounting) for such
intangible assets.

 Note 5. Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet, page 143

4.
 Reference adjustment 11) which reflects $20,000,000 of PIPE financing at $90.00 per share for 222,222 shares
of Series A Preferred Stock. Tell us how you have determined that the PIPE financing qualifies as equity to be charged to additional paid in capital. In that regard, we also note disclosures on page 296 that “beginning on the three-year
anniversary of the Original Issue Date, any holder of Series A Preferred Stock may demand that BLAC redeem all or a portion of such holder’s Series A Preferred Stock in an amount equal to the Redemption Price.”

Response: In response to the Staff’s comment, the Company advises the Staff that the Company amended the Subscription
Agreement with Toonon Partners Co., Ltd to remove the redemption features contained in the Certificate of Designations for the Series A Preferred Stock. The Company revised the related disclosures throughout the Form
S-4 to clarify the same. As a result of the Series A Preferred Stock no longer being redeemable, the shares are properly classified as equity as paid in capital on the pro forma balance sheet.

BLAC and OSR Holdings Discussions regarding Business Combination, page 161

5.
 We note your response to comment 11. We also note your disclosure on page 178 that the reduction of the
aggregate transaction consideration due to the termination of the LBV acquisition “was not based on any valuation methodology attributable to LBV, but rather negotiations between the BLAC M&A Committee and OSR Holdings as to what
constituted a mutually acceptable adjustment.” Please revise to further discuss the negotiations between the M&A Committee and OSR Holdings regarding the mutually acceptable adjustment.

Response: In response to the Staff’s comment, the Company has revised page 181 of the Form
S-4 to further discuss the negotiations between the M&A Committee and OSR Holdings regarding the mutually acceptable adjustment.

6.
 We note your response to comment 12, including that AF did not independently develop any financial valuation
information, did not have material findings of the underlying valuations for Vaximm and Darnatein, and summarized the financial information that was provided to them by the parties and provided that summary to Choloc. Please revise your disclosures
on page 198, and in the

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risk factors, as applicable, to note that Choloc did not review or consider the material findings of the underlying valuations for Vaximm and Darnatein prepared by AF when considering AF’s
financial models in its fairness analysis.

 Response: In response to the Staff’s comment, the
Company has revised pages 59 and 201 of the Form S-4 to include this disclosure in both the risk factors and in the discussion of Choloc’s fairness opinion.

The BLAC M&A Committee’s Reasons for the Approval of the Business Combination, page 178

7.
 We note your response to comment 14. We also note your disclosure on page 181 that “the BLAC M&A
Committee reviewed OSR Holdings’ asset pipeline which includes Vaximm’s drug candidates for recurrent GBM, hepatocellular cancer, metastatic colorectal cancer, and Darnatein’s drug candidate for osteoarthritis and believes, based on
each pipeline asset’s targeted therapy and the projected growth of the corresponding market, that OSR Holdings’ pipeline candidates have the potential to address the needs of these markets, subject to, at a minimum, each candidate’s
ability to obtain regulatory approval.” Please revise to further discuss the specific assumptions underlying Vaximm and Darnatein’s drug candidates’ ability to address the GBM, HCC, mCRC and OA treatment market opportunities, and
explain how the M&A Committee considered these assumptions in recommending approval of the business combination.

Response: In response to the Staff’s comment, the Company has revised page 184 of the Form
S-4 to further discuss and clarify the M&A Committee’s consideration of certain information in connection with its recommendation to approve the Business Combination.

OSR Holdings Indicative Valuation Reports, page 184

8.
 We note your response to comment 16. Please expand your discussion to further explain how the M&A
Committee determined that the assumption that Darnatein would enter into a licensing deal exceeding $2 billion is reasonable, given your disclosure that this valuation was despite early stages of development and that no agreements have been
reached. In your discussion, please disclose the specific assumptions and data underlying the valuation of the licensing deal.

Response: In response to the Staff’s comment, the Company has revised the disclosures beginning on page 189 of the Form S-4 to further discuss how the M&A Committee determined that the assumption is reasonable, which discussion includes the specific assumptions and data underlying the valuation of the licensing deal considered by
the M&A Committee.

 Additional Valuation Information Obtained During Diligence, page 187

9.
 We note your responses to comments 17 and 18, including that “the M&A Committee considered the 2020
valuation report relevant for the valuation of OSR Holdings included in the May 2023 draft LOI given the relevant assumptions and business case remained largely unchanged, other than with respect to the timelines that were significantly pushed back
due to COVID-19 and the macroeconomic changes resulting therefrom.” We also note your disclosure on page 201 that “[f]or RMC, Choloc reviewed the adequacy of the key assumptions taken by
Ghilin’s DCF model and concluded that the assumptions used are reasonable for a company such as RMC, despite the age of the Ghilin report, based on the outcome of the comparable analysis performed

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by AF and the fact that the relevant assumptions and business case remained largely unchanged, other than with respect to the timelines that were significantly pushed back due to COVID-19 and the macroeconomic changes resulting therefrom.” Please revise your disclosures regarding the Avance valuation report and Choloc’s reliance on Ghilin’s DCF model to discuss the relevant
assumptions, the significant changes to timelines, and resulting macroeconomic changes. Also, clarify how the outcome of the comparable analysis performed by AF supported a determination that the assumptions taken by Ghilin’s DCF model are
reasonable. Finally, explain how the BLAC M&A Committee and Choloc concluded that the relevant assumptions and business case remained largely unchanged despite the timelines being significantly pushed back due to
COVID-19 and the resulting macroeconomic changes.

 Response:
In response to the Staff’s comment, the Company has revised disclosures beginning on pages 189 and 205 of the Form S-4 to provide the information requested by the Staff.

Business Of OSR Holdings And Certain Information About OSR Holdings Vaximm, page 258

10.
 We note your response to comment 19. Please revise to disclose the date of the VXM01 and avelumab
combination study. Please also provide additional detail regarding the findings of the VXM01 phase 1 clinical trial and the combination study. Specifically, please note how patients in the trial and study were selected and explain the material
findings of each, including p-values supporting the conclusions disclosed. For example, we note your disclosure on page 261 that “no adverse effects related to VXM01 were observed, and specific peripheral
immune responses and increased T- cell infiltration in post-vaccine tumor tissue were identified.” Please briefly discuss these specific