Correspondence 0001213900-25-007935 from OSR Health, Inc. (OSRH)
OSR Health, Inc.
Date: Jan. 29, 2025 · CIK: 0001840425 · Accession: 0001213900-25-007935
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-280590
Letter
VIA EDGAR CORRESPONDENCE Division of Corporation Finance Office of Industrial Applications and Services Re: Bellevue Life Sciences Acquisition Corp. Amendment No. 3 to Registration Statement on Form S-4 Filed January 24, 2025 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 oral comments raised by the Staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the “Staff”) on January 28, 2025 with respect to the Company’s Amendment No. 3 to the Registration Statement on Form S-4 (“Amendment No. 3”). 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 oral comments.
Amendment No. 3 to Registration Statement on Form S-4
1. We note the Staff’s oral comment conveyed on January 28, 2025, regarding the completion of certain bracketed information as of a recent date.
Response: In response to the Staff’s comment, the Company has revised the Form S-4 to include the information requested by the Staff.
2. We note the Staff’s oral comment conveyed on January 28, 2025, regarding updating the executive compensation disclosures to provide information for fiscal year 2024.
Response: In response to the Staff’s comment, the Company has revised the Form S-4 to include executive compensation disclosures for fiscal year 2024.
3. We note the Staff’s oral comment conveyed on January 28, 2025, regarding the use of certain language regarding safety and efficacy.
Response: In response to the Staff’s comment, the Company has revised the Form S-4 to clarify statements made regarding safety and efficacy.
4. We note the Staff’s oral comment conveyed on January 28, 2025, regarding the newly added PIPE risk factor.
Response: In response to the Staff’s comment, the Company has revised the Form S-4 to clarify that the Company’s warrants would likely become worthless in the event the Company enters bankruptcy proceedings.
We appreciate your time and attention to the Company’s filing. We hope that these responses adequately satisfy the Staff’s comments and concerns. Should you have any questions, please call me at (206) 370-7809.
Very truly yours,
/s/ Gary J. Kocher
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CORRESP
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filename1.htm
January 29, 2025
K&L Gates LLP
925 4th Avenue, #2900
Seattle, WA 98104
T +1 206 579-0092 klgates.com
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. 3 to Registration Statement on Form S-4
Filed January 24, 2025
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 oral comments raised by the
Staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the “Staff”) on January 28, 2025
with respect to the Company’s Amendment No. 3 to the Registration Statement on Form S-4 (“Amendment No. 3”). 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
oral comments.
Amendment No. 3 to Registration Statement on Form S-4
1. We note the Staff’s oral comment conveyed on January 28, 2025, regarding the completion of certain bracketed information
as of a recent date.
Response: In response to the Staff’s comment, the
Company has revised the Form S-4 to include the information requested by the Staff.
2. We note the Staff’s oral comment conveyed on January 28, 2025, regarding updating the executive compensation disclosures
to provide information for fiscal year 2024.
Response: In response to the Staff’s comment, the
Company has revised the Form S-4 to include executive compensation disclosures for fiscal year 2024.
3. We note the Staff’s oral comment conveyed on January 28, 2025, regarding the use of certain language regarding safety and
efficacy.
Response: In response to the Staff’s comment, the
Company has revised the Form S-4 to clarify statements made regarding safety and efficacy.
4. We note the Staff’s oral comment conveyed on January 28, 2025, regarding the newly added PIPE risk factor.
Response: In response to the Staff’s comment, the
Company has revised the Form S-4 to clarify that the Company’s warrants would likely become worthless in the event the Company enters
bankruptcy proceedings.
We appreciate your time and
attention to the Company’s filing. We hope that these responses adequately satisfy the Staff’s comments and concerns. Should
you have any questions, please call me at (206) 370-7809.
Very truly yours,
/s/ Gary J. Kocher
cc: Kuk Hyoun Hwang, Chief Executive Officer