SecProbe.io

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 OSR Holdings, Inc.

 10900 NE 4th Street, Suite 2300

 Bellevue, WA 98004

 June 12, 2025

 VIA EDGAR TRANSMISSION

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street N.E.

 Washington, D.C. 20549

 Attention: Jane Park

 Re: OSR Holdings, Inc.

 Registration Statement on Form S-1 (as amended)

 File No. 333-287626

 REQUEST FOR ACCELERATION OF EFFECTIVENESS

 Ladies and Gentlemen:

 Pursuant to Rule 461 under
the Securities Act of 1933, as amended, OSR Holdings, Inc. (the "Company") hereby requests acceleration of the effective date
of its Registration Statement on Form S-1 (the "Registration Statement"). The undersigned hereby requests that the above-referenced
Registration Statement be declared effective at 4:00 p.m., Eastern Time, on June 17, 2025, or as soon thereafter as practicable.

 In connection with the acceleration
request, the Company hereby acknowledges that:

 ● should the Securities and Exchange Commission ("Commission")
or the staff of the Commission (the "Staff"), acting pursuant to delegated authority, declare the filing effective, it does
not foreclose the Commission from taking any action with respect to the filing;

 ● the action of the Commission or the Staff, acting pursuant
to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy
and accuracy of the disclosure in the filing; and

 ● the Company may not assert this action as defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the United States.

 [SIGNATURE PAGE TO FOLLOW]

 Very truly yours,

 OSR Holdings, Inc.

 By:

 Kuk Hyoun Hwang

 CEO

 cc:

 Jacqueline Jamin Drohan, Esq.
 Drohan Lee LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 5, 2025

Kuk Hyoun Hwang
Chief Executive Officer
OSR Holdings, Inc.
10900 NE 4th Street, Suite 2300
Bellevue, WA 98004

 Re: OSR Holdings, Inc.
 Registration Statement on Form S-1
 Filed May 28, 2025
 File No. 333-287626
Dear Kuk Hyoun Hwang:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Jane Park at 202-551-7439 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
cc: Erika Calder n, Esq.
</TEXT>
</DOCUMENT>

February 3, 2025
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.
Form 10-K for the Fiscal Year Ending December 31, 2022
File No. 001-41390
Dear Kuk Hyoun Hwang:
            We have completed our review of your filing. We remind you that the company and
its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

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BELLEVUE LIFE SCIENCES ACQUISITION CORP.

10900 NE 4th Street, Suite 2300

Bellevue, WA 98004

January 30, 2025

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

    Attn:
    Kristin Lochhead

    Li Xiao

    Juan Grana

    Katherine Bagley

    Re:
    Registration Statement on Form S-4

    File No.: 333-280590

    Request for Acceleration of Effectiveness

Ladies and Gentlemen:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended (the “Securities Act”), Bellevue Life Sciences Acquisition Corp. (the “Company”)
hereby requests the Securities and Exchange Commission to accelerate the effective date of the above-referenced registration statement
(the “Registration Statement”) and declare the Registration Statement effective under the Securities Act at 4:00 p.m., Eastern
Time, on Friday, January 31, 2025, or as soon thereafter as practicable. In making this acceleration request, the Company acknowledges
that it is aware of its responsibilities under the Securities Act.

If there is any change in the acceleration request set
forth above, the Company will promptly notify you of the change, in which case the Company may make an oral request of acceleration of the
effectiveness of the Registration Statement in accordance with Rule 461 of Regulation C. Such request may
be made by an executive officer of the Company or by any attorney from the Company’s U.S. counsel, K&L Gates LLP.

[Signature Page Follows]

Thank you for your assistance in this matter.

    Sincerely,

    Bellevue Life Sciences Acquisition Corp.

    By:
    /s/ Kuk Hyoun Hwang

    Name:
    Kuk Hyoun Hwang

    Title:
    Chief Executive Officer

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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

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filename1.htm

January 23, 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. 2 to Registration Statement on Form S-4

    Filed December 27, 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 January 16, 2025 with respect to the Company’s Amendment No. 2 to the Registration Statement on Form S-4 (“Amendment
No. 2”). 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.

Amendment No. 2 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 response to comment 12, and your disclosure
on page 314 that “[s]ales of Penumbra’s reperfusion catheter, neuron delivery catheter and related tubing and canister represented
between 27% and 47% of RMC’s quarterly revenues in 2023 and 2024.” Please address the following comments relating to the expiration
of your agreement with Penumbra:

 ● Please revise this risk factor to disclose the approximate
percentage of RMC’s total sales for the year ended December 31, 2023 and 2024, respectively represented by Penumbra. Please also revise
this risk factor to further discuss the impact of Penumbra and RMC terminating negotiations for a new distribution agreement on RMC’s
operations, including that certain issues, such as whether RMC may continue to sell its existing inventory of Penumbra products or whether
Penumbra will repurchase RMC’s inventory, have not yet been resolved. In this regard, we note your disclosure on page 315 that
“[s]ince RMC is OSR’s only revenue producing subsidiary, with the termination of RMC’s distribution agreement with Penumbra
for its neuro intervention medical device equipment, OSR expects its revenue to decrease substantially in 2025 and possibly longer, until
RMC can replace sales of Penumbra’s products by increasing sales of products from other manufacturers.”

    January 23, 2025

Page 2 of 5

Response: In response to the
Staff’s comment, the Company has revised the relevant risk factor on page 78 of the Form S-4 to provide the requested information.

 ● We note your disclosure on page 181 that “[t]he BLAC
M&A Committee discussed the rationale and implications of the termination of the agreement [with Penumbra] on the overall business
and valuation of OSR Holdings in the context of the Business Combination, and determined that any implication that the Penumbra termination
may have on the Business Combination would be limited to the degree that it does not affect the BLAC M&A Committee’s existing
opinion and conclusion regarding the Business Combination, including the value of OSR Holdings.” Please revise to explain how the
BLAC M&A Committee reached this conclusion, particularly in light of the disclosures elsewhere in the registration statement that
OSR expects its revenue to decrease substantially in 2025.

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

Unaudited Pro Forma Condensed
Combined Financial Information Note 1 - Basis of pro forma presentation, page 143

 2. Revise to disclose how you derived the historical balances
for OSR Holdings Co., Ltd. included in the pro forma financial information as of and for the nine months ended September 30, 2024. Refer
to Article 11-02(c)(3) of Regulation S-X.

Response: In response to the Staff’s
comment, the Company added additional disclosure under Unaudited Pro Forma Condensed Combined Financial Information Note 1 – Basis
of pro forma presentation on page 131 of the Form S-4 to clarify that the historical balances for OSR Holdings Co., Ltd. included in the pro forma
financial information as of and for the three months ended September 30, 2024 was derived by OSR Holdings’ internal records of its
activities during the nine months ended September 30, 2024 and rolling forward each balance sheet caption from OSR Holdings’ unaudited
interim balance sheet as of June 30, 2024. Based on Section 6220.8.b of the Financial Reporting Manual published by the SEC Division of
Corporate Finance, the age of financial statement rules may require the foreign target company to include in a Form S-4 a period in the
pro forma information that would be more current than its separate historical financial statements.

Note 5. Adjustments to Unaudited
Pro Forma Condensed Combined Balance Sheet, page 146

 3. Please reconcile the response to comment 4 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 with the disclosure on page F-23 that beginning on the three-year anniversary of the Original Issue
Date, any holder of Series A Preferred Stock may demand that the Company 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 revised the disclosures on page F-24 of the Form S-4 to reconcile such disclosures with the amended subscription
agreement.

    January 23, 2025

Page 3 of 5

BLAC and OSR Holdings Discussions
regarding Business Combination May 7, 2024, page 180

 4. We note your response to comment 5, including your revised
disclosure on page 181 that “the negotiations regarding the purchase price adjustment were not quantitative, were generally high
level in nature, and reflected what the parties ultimately agreed was a fair and equitable adjustment based on the changed circumstances
and revised transaction dynamics.” Please revise to briefly discuss these “changed circumstances” and “revised transaction
dynamics.”

Response: In response to the Staff’s
comment, the Company revised the disclosures on page 166 of the Form S-4 to briefly discuss the changed circumstances and revised
transaction dynamics.

OSR Holdings Indicative Valuation
Reports, page 188

 5. We note your response to comment 8 and your revised disclosure
on page 189 that “the Darnatein valuation model includes an assumption that a $2+ billion licensing deal would be realized and that
this assumption has not materialized.” Please revise to include a risk factor noting that the Darnatein valuation model includes
an assumption that a $2+ billion licensing deal would be realized, and discussing the risks related to the fact that this assumption
has not materialized.

Response: In response to the Staff’s
comment, the Company added a risk factor to page 54 of the Form S-4 to (i) note that the Darnatein valuation model includes an
assumption that a $2+ billion licensing deal would be realized, and (ii) discuss the risks related to the fact that this assumption has
not materialized.

Additional Valuation Information
Obtained During Diligence, page 191

 6. We note your response to comment 9, including your revised
disclosure on page 191 that “[i]n light of the age of the report, the BLAC M&A Committee considered (i) changes to the underlying
assumptions in the report, including the removal of the COVID-19 program (VXM COVID-19) and the neoantigen program (VXM NEO) from Vaximm’s
pipeline, which impacts projected revenues and shifts resource allocation within the company; (ii) changes in the timelines set forth
in the report, such as the postponements in projected launch dates; and (iii) global macroeconomic changes, including (a) fluctuations
in GDPs that directly impact pricing estimates, and (b) the changes in the discount rate, influenced by rising interest rates. Evolving
investor sentiment was also considered, ensuring the financial model aligns with present economic realities.” Please clarify how
the removal of the COVID-19 program and the neoantigen program impacted projected revenues and shifted resource allocation within Vaximm,
quantifying changes where appropriate, and briefly discuss how project launch dates were postponed, including dates or lengths of postponements.
Please also clarify how fluctuations in GDPs, changes in the discount rate, and evolving investor sentiment directly impacted OSR. Finally,
we note your disclosure on page 205 that “Choloc and the BLAC M&A Committee believe that the foregoing assumptions and business
case remain largely unchanged because RMC’s sales channels remain stable, and the product portfolio is still aligned with the original
assumptions.” Please clarify whether this disclosure takes into account the Penumbra termination.

Response:
In response to the Staff’s comment, the Company has revised the disclosures beginning on pages 176 and 189 of the Form S-4 to
provide the requested information.

Business Of OSR Holdings
And Certain Information About OSR Holdings Vaximm, page 261

 7. We note your response to comment 10, including the revised
disclosure on page 268 regarding the VXM01 phase I/II clinical trial that “[t]here was 1 (one) AE reported as leading to discontinuation
of the study treatment, which was recorded after the first 5 weeks of treatment, and thus not reported as TLT,” and that “the
majority of SAEs were target disease-related rather than treatment-related.” Please revise to further discuss the one reported AE
leading to discontinuation of the study treatment, and discuss the SAEs that were treatment-related.

Response:
In response to the Staff’s comment, the Company has revised the disclosures beginning on page 248 of the Form S-4 to
provide the requested information.

Darnatein, page 271

 8. We note your response to comment 11. Please remove references
to your product candidates demonstrating safety and efficacy if they have not received regulatory approvals. We note that safety and
efficacy are determinations that are solely within the authority of the FDA or similar foreign regulators.

Response: In response to the Staff’s
comment, the Company has revised the Form S-4 to remove all such references, including on page 252 of the Form S-4.

    January 23, 2025

Page 4 of 5

OSR Holdings Co., Ltd. and
its Subsidiaries Consolidated Financial Statements for the Year Ended December 31, 2023

Note 1. General Information, page
F-100

 9. We reference your response to prior comment 16 that the financial
impact from not recording acquisition related expenses related to Darnatein during the three-month period from April 1, 2023 to June
30, 2023 was also concluded to be immaterial, including the amortization of the patent technology intangible asset, which was calculated
to be approximately $900,000 for that period. Please provide us with your materiality analysis in concluding that the impact is not material.

Response: The Company acknowledges
the Staff’s comment and respectfully advises that OSR Holdings applied KRW 2,800,000,000 (or approximately USD $2,100,000) as the
materiality for its consolidated financial statements as of and for the year ended December 31, 2023, which represented approximately
0.98% and 1.19% of its total asset and equity balances as of December 31, 2023, respectively. The Company further advises that as an early-stage
company with relatively small revenue and limited activities, OSR Holdings historically deemed its investors primary focus to be on its
balance sheets rather than on its statements of operations, and thus the materiality was derived primarily from its balance sheet. Based
on this calculated materiality as well as considering various qualitative factors, OSR Holdings, along with its independent auditors,
concluded that the financial impact from not recording acquisition related expense for the Darnatein acquisition during the three month
period from April 1, 2023 to June 30, 2023 was immaterial.

General

 10. We note your response to comment 19, but we are not persuaded
by your response. Please provide us with additional legal analysis regarding the applicability of the tender offer rules to this offer
to OSR Holdings shareholders, including any available exemptions.

Response: We acknowledge the Staff’s
comment and respectfully advise that for purposes of discussion and assuming that the tender offer rules do apply to the Business Combination,
based on the beneficial ownership of U.S. holders (as defined in Rule 800(h) under the Securities Act, “U.S. Holders”)
of OSR Holdings, we confirm that the Business Combination qualifies for the Tier I exemption (as defined below) provided in Rule 14d-1(c) of
the Exchange Act as described below.

Pursuant to Rule 14d-1(c) of
the Exchange Act, a tender offer for the securities of a foreign private issuer is exempt from the requirements of Section 14(d)(1)
through (d)(7) of the Exchange Act, Regulation 14D and Schedule TO and Schedule 14D-9 thereunder, and Section 14e-1 and Section 14e-2 of
Regulation 14E of the Exchange Act if, among other things, U.S. holders do not hold more than 10% of the class of securities sought in
the offer (such exemption, the “Tier I exemption”). In order to determine the applicability of the Tier I exemption,
Instruction 2 to Rule 14d-1(c) and (d) provides that the U.S. ownership of the class of securities sought in the offer
be calculated as of a date no more than 60 days before and no more than 30 days after the public announcement of the tender offer and,
if such calculation is unable to be made during such time frame, the calculation may be made as of the most recent practicable date before
public announcement, but in no event earlier than 120 days before the public announcement.

We advise the Staff that the parties
announced the proposed transaction through a joint press release on July 11, 2023, and OSR Holdings prepared an analysis of its shareholder
base as of such date (which analysis remains substantially the same as of the date hereof). In connection with the aforesaid analysis,
OSR Holdings reviewed its share register, which, among other things, sets forth the identity and other information of the record holders
of OSR Holdings shares. As of July 11, 2023, OSR Holdings had 40 shareholders (and presently has 68 shareholders), all of which hold their
shares directly (i.e., not through a broker or intermediary), and OSR Holdings maintains information about the record and beneficial owners.
Of particular note, as of July 11, 2023, and at all times through the date hereof, OSR Holdings has just two U.S. Holders, one of which
is Bellevue Capital Management, LLC (“BCM”), the sole member of the Company’s Sponsor.

For purposes of calculating the
level of ownership of U.S. Holders in OSR Holdings, we note that Instruction 2 to Rule 14d-1(c) and (d) provides, in pertinent
part, that securities held by bidder shall be excluded from the calculation of U.S. Holders.

    January 23, 2025

Page 5 of 5

Further, pursuant to Question
101.06 of the Division of Corporation Finance’s Tender Offer Rules and Schedules Compliance and Disclosure Interpretations, bidder
status, or who is considered a bidder, is a question that is determined by the particular facts and circumstances of each transaction
and requires consideration of the parent’s or control person’s role in the tender offer, including the

January 16, 2025
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. 2 to Registration Statement on Form S-4
Filed December 27, 2024
File No. 333-280590
Dear Kuk Hyoun Hwang:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. 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 any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our December 5, 2024 letter.
Amendment No. 2 to Registration Statement on Form S-4
Risk Factors
The business of our subsidiary that is a distributor of medical products . . ., page 85
We note your response to comment 12, and your disclosure on page 314 that "[s]ales
of Penumbra’s reperfusion catheter, neuron delivery catheter and related tubing and
canister represented between 27% and 47% of RMC’s quarterly revenues in 2023 and
2024." Please address the following comments relating to the expiration of your
agreement with Penumbra:

Please revise this risk factor to disclose the approximate percentage of RMC's
total sales for the year ended December 31, 2023 and 2024, respectively
represented by Penumbra. Please also revise this risk factor to further discuss the •1.

January 16, 2025
Page 2
impact of Penumbra and RMC terminating negotiations for a new distribution
agreement on RMC's operations, including that certain issues, such as whether
RMC may continue to sell its existing inventory of Penumbra products or whether
Penumbra will repurchase RMC’s inventory, have not yet been resolved. In this
regard, we note your disclosure on page 315 that "[s]ince RMC is OSR’s only
revenue producing subsidiary, with the termination of RMC’s distribution
agreement with Penumbra for its neuro intervention medical device equipment,
OSR expects its revenue to decrease substantially in 2025 and possibly longer,
until RMC can replace sales of Penumbra’s products by increasing sales of
products from other manufacturers."

•We note your disclosure on page 181 that "[t]he BLAC M&A Committee
discussed the rationale and implications of the termination of the agreement [with
Penumbra] on the overall business and valuation of OSR Holdings in the context
of the Business Combination, and determined that any implication that the
Penumbra termination may have on the Business Combination would be limited
to the degree that it does not affect the BLAC M&A Committee’s existing opinion
and conclusion regarding the Business Combination, including the value of OSR
Holdings." Please revise to explain how the BLAC M&A Committee reached this
conclusion, particularly in light of the disclosures elsewhere in the registration
statement that OSR expects its revenue to decrease substantially in 2025.
Unaudited Pro Forma Condensed Combined Financial Information
Note 1 - Basis of pro forma presentation, page 143
2.Revise to disclose how you derived the historical balances for OSR Holdings Co., Ltd.
included in the pro forma financial information as of and for the nine months ended
September 30, 2024. Refer to Article 11-02(c)(3) of Regulation S-X.
Note 5. Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet, page 146
3.Please reconcile the response to comment 4 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
with the disclosure on page F-23 that beginning on the three-year anniversary of the
Original Issue Date, any holder of Series A Preferred Stock may demand that the
Company redeem all or a portion of such holder's Series A Preferred Stock in an
amount equal to the Redemption Price.
BLAC and OSR Holdings Discussions regarding Business Combination
May 7, 2024, page 180
4.We note your response to comment 5, including your revised disclosure on page 181
that "the negotiations regarding the purchase price adjustment were not quantitative,
were generally high level in nature, and reflected what the parties ultimately agreed
was a fair and equitable adjustment based on the changed circumstances and revised
transaction dynamics." Please revise to briefly discuss these "changed circumstances"
and "revised transaction dynamics."

January 16, 2025
Page 3
OSR Holdings Indicative Valuation Reports, page 188
5.We note your response to comment 8 and your revised disclosure on page 189 that
"the Darnatein valuation model includes an assumption that a $2+ billion licensing
deal would be realized and that this assumption has not materialized." Please revise to
include a risk factor noting that the Darnatein valuation model includes an assumption
that a $2+ billion licensing deal would be realized, and discussing the risks related to
the fact that this assumption has not materialized.
Additional Valuation Information Obtained During Diligence, page 191
6.We note your response to comment 9, including your revised disclosure on page 191
that "[i]n light of the age of the report, the BLAC M&A Committee considered (i)
changes to the underlying assumptions in the report, including the removal of the
COVID-19 program (VXM COVID-19) and the neoantigen program (VXM NEO)
from Vaximm’s pipeline, which impacts projected revenues and shifts resource
allocation within the company; (ii) changes in the timelines set forth in the report,
such as the postponements in projected launch dates; and (iii) global macroeconomic
changes, including (a) fluctuations in GDPs that directly impact pricing estimates, and
(b) the changes in the discount rate, influenced by rising interest rates. Evolving
investor sentiment was also considered, ensuring the financial model aligns with
present economic realities." Please clarify how the removal of the COVID-19 program
and the neoantigen program impacted projected revenues and shifted resource
allocation within Vaximm, quantifying changes where appropriate, and briefly discuss
how project launch dates were postponed, including dates or lengths of
postponements. Please also clarify how fluctuations in GDPs, changes in the discount
rate, and evolving investor sentiment directly impacted OSR. Finally, we note your
disclosure on page 205 that "Choloc and the BLAC M&A Committee believe that the
foregoing assumptions and business case remain largely unchanged because RMC’s
sales channels remain stable, and the product portfolio is still aligned with the original
assumptions." Please clarify whether this disclosure takes into account the Penumbra
termination.
Business Of OSR Holdings And Certain Information About OSR Holdings
Vaximm, page 261
7.We note your response to comment 10, including the revised disclosure on page 268
regarding the VXM01 phase I/II clinical trial that "[t]here was 1 (one) AE reported as
leading to discontinuation of the study treatment, which was recorded after the first 5
weeks of treatment, and thus not reported as TLT," and that "the majority of SAEs
were target disease-related rather than treatment-related." Please revise to further
discuss the one reported AE leading to discontinuation of the study treatment, and
discuss the SAEs that were treatment-related.

January 16, 2025
Page 4
Darnatein, page 271
8.We note your response to comment 11. Please remove references to your product
candidates demonstrating safety and efficacy if they have not received regulatory
approvals. We note that safety and efficacy are determinations that are solely within
the authority of the FDA or similar foreign regulators.
OSR Holdings Co., Ltd. and its Subsidiaries Consolidated Financial Statements for the Year
Ended December 31, 2023
Note 1. General Information, page F-100
9.We reference your response to prior comment 16 that the financial impact from not
recording acquisition related expenses related to Darnatein  during the three-month
period from April 1, 2023 to June 30, 2023 was also concluded to be immaterial,
including the amortization of the patent technology intangible asset, which was
calculated to be approximately $900,000 for that period. Please provide us with your
materiality analysis in concluding that the impact is not material.
General
10.We note your response to comment 19, but we are not persuaded by your response.
Please provide us with additional legal analysis regarding the applicability of the
tender offer rules to this offer to OSR Holdings  shareholders, including any available
exemptions.
            Please contact Kristin Lochhead at 202-551-3664 or Li Xiao at 202-551-4391 if you
have questions regarding comments on the financial statements and related matters. Please
contact Juan Grana at 202-551-6034 or Katherine Bagley at 202-551-2545 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Gary Kocher

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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

 Page 2 of 13

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

 Page 3 of 13

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

 Page 4 of 13

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

 Page 5 of 13

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

December 5, 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 Registration Statement on Form S-4
Filed November 8, 2024
File No. 333-280590
Dear Kuk Hyoun Hwang:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. 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 any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our July 25, 2024 letter.
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
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 shares,
including the 6,849,140 shares representing the 28% of shares that might be issued to 1.

December 5, 2024
Page 2
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.
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.

•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.
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.
Note 5. Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet, page 143
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 4.

December 5, 2024
Page 3
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."
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.
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 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.
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.
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.
Additional Valuation Information Obtained During Diligence, page 187
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 9.

December 5, 2024
Page 4
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 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.
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 peripheral immune responses.
Darnatein, page 264
We note your response to comment 21. Please revise your disclosures regarding
Darnatein's studies to address the following:

•We note your disclosure on page 265 that "DRT-101 was evaluated in animals by
ChemOn Inc in 2021 for toxicity and efficacy measurement, and by Biotoxtech
Inc. since 2023 using rats and beagle dogs in preparation for designing human
clinical studies." Please revise to discuss the material findings of the Biotoxtech
studies on rats and beagle dogs. Where applicable, please also note p-values,
including for the studies conducted by ChemOn Inc. since 2021 on Sprague
Dawley rats.

We note your disclosure on page 266 that, "[p]rior to conducting human clinical
trials, Darnatein completed Safety Test . . . at Korean Testing & Research Institute •11.

December 5, 2024
Page 5
(“KTR”). Darnatein also completed Intravenous Toxicity Test in Sprague Dawley
Rats, Beagles, and ICR mice with Chemon Inc. and Korea Institute of Toxicology
(“KIT”), as well as Efficacy Test in Beagle dogs, Sprague Dawley Rats, New
Zealand White Rabbit, C3H Mouse and Cynomolgus Monkeys at Seoul Boramae
Medical Center, Inha University Hospital, Korea Animal Medical Science
Institute, joint Center for Biosciences, and Pharmalegacy (China) to demonstrate
DRT-102’s safety and efficacy profiles." Please revise to note the dates of these
tests and studies, and to discuss any material findings from these tests and studies.
Please also explain how Darnatein was able to "demonstrate DRT-102's safety
and efficacy" without regulatory approval. We note that safety and efficacy are
determinations that are solely within the authority of the FDA or similar foreign
regulators. As such, please revise to remove statements of safety and efficacy for
any candidates that have not been approved by the FDA or similar foreign
regulators.

•We note your disclosure on page 266 that "DRT-102 was evaluated in a human
exploratory clinical trial with 4 patients (excluding two dropouts) conducted at
Inha University Hospital managed by DT&R CRO in 2016 ~ 2019," and that
"DRT-102 was further evaluated in a confirmation clinical trial from 2020 to
2022." Please revise to explain how patients were selected for these clinical trials
and further discuss the material findings of the clinical trials, including supporting
p-values. Please also discuss, for these and any other clinical trials and studies
disclosed, whether there were any adverse results.
RMC
Products and Related Systems, page 269
12.We note your revised disclosure that the distribution agreement with Penumbra
expired, and that you cannot predict if RMC will reach an agreement with Penumbra
or, if it does, the terms of such agreement. Please revise your risk factor disclosure to
discuss the risks related to the expiration and renegotiation of this agreement, if
material.
OSR Holdings Management's Discussion and Analysis of Financial Condition and Results of
Operations
Overview, page 294
13.We note your disclosure on page 296 that "BCM Europe AG ('BCME'), an affiliate of
Sponsor and shareholder of OSR Holdings, agreed to deposit 400,000 shares of BLAC
Common Stock into an escrow account, to be governed by a separate escrow
agreement to be entered into between Duksung and BCME." Please revise to clarify
whether BCME received any consideration for agreeing to deposit these shares into an
escrow account. Please also clarify the status of the escrow agreement, including
whether you expect the parties to enter into this agreement prior to the closing of the
business combination.

December 5, 2024
Page 6
Components and Comparison of Our Results of Operations, Comparison of the Six Months
Ended June 30, 2023 and 2024
Administrative Expenses, page 298
14.Please revise to provide more disclosure about the 70% increase in administrative
expense during the six months ended June 30, 2024.  In that regard, please quantify
the amounts related to each of the increased accounting, finance and legal expenses.
Critical Accounting Policies and Estimates
Revenue Recognition, page 302
15.We reference the changes made in response to prior comment 24 regarding revenue
recognition.  You state that "Variable consideration within the transaction price, if
any, reflects concessions provided to a customer such as discounts, rebates and
refunds, any potential bonuses receivable from the customer and any other contingent
events."  Please revise to clarify whether these examples of variable consideration
exist within your transactions and its impact. In that regard, we note you stated in your
response that variable consideration in the sale of the RMC products have been
immaterial.
OSR Holdings Co., Ltd. and its Subsidiaries Consolidated Financial Statements for the Year
Ended December 31, 2023
Note 1. General Information, page F-98
16.We note your response to comment 26 that the financial and operational impact of
Darnatein was quantitatively and qualitatively inconsequential for the three-month
period from April 1, 2023 to June 30, 2023. However we do not see where you
considered the impact of not recording acquisition related expenses during that time
period, such as three months of amortization of the patent technology intangible asset
recorded in the business combination.  Please explain how the financial results are not
materially misstated.
14. Intangible Assets, page F-124
We reference prior comment 27.  We have the following comments regarding your
intangible assets:

•Tell us why you increased the amount recorded in the "acquisition and disposal"
line item to the patent technology by the same amount you recorded impairment
losses for the y

CORRESP
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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

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 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

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 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

July 25, 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.
Registration Statement on Form S-4
Filed June 28, 2024
File No. 333-280590
Dear Kuk Hyoun Hwang:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. 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 any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our March 28, 2024 letter.
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.
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.

July 25, 2024
Page 2
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.
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.
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.
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.

•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 DRT101, a single identifiable asset, or group of similar
identifiable assets.
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 ASC805-40-45-2(c).
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.
The Business Combination, page 142
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 9.

July 25, 2024
Page 3
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.
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."
BLAC and OSR Holdings Discussions regarding Business Combination, page 148
11.We note your response to comment 39 and reissue the comment in part. Please revise to
explain why the acquisition of LBV was terminated and describe any material discussions
between the parties related to this termination. Please also explain how the BLAC Board
concluded that the loss of the acquisition opportunity corresponded to a reduction in the
aggregate consideration from 25,033,961 shares of BLAC common stock to 24,461,214
shares of BLAC common stock and a reduction in the aggregate consideration value of
OSR Holdings from $250,339,610 to $244,612,136. Please also ensure that you include
material disclosures regarding negotiations with LBV prior to and leading up to the
termination of the binding term sheet and LOI in March 2024.
12.We note your response to comment 41 and reissue the comment in part. Please disclose
the material findings of the underlying valuations conducted by AF for Vaximm and
Darnatein.
The BLAC M&A Committee's Reasons for the Approval of the Business Combination, page 165
We note that you make various statements regarding medical conditions and
treatments throughout this section, including, but not limited to, the following:

•Page 166: "GBM is a cancer with some of the highest unmet needs, and one of the
most common and lethal primary brain tumors with very limited therapy options."
"GBM patients have an overall survival of between one and two years (median
survival 20.5 months)."

•Page 166: "Hepatocellular carcinoma (HCC) is the most common type of primary
liver cancer and accounts for 75–90% of all primary liver cancers, making it the third
leading cause of cancer mortality worldwide."
 13.

July 25, 2024
Page 4
•Page 166: "The increasing prevalence of colorectal cancer due to low fruit and
vegetable intake, excessive alcohol consumption, sedentary lifestyle, smoking,
obesity, and high intake of processed meats will create growth opportunities in the
market to address the disease."

Please revise your disclosure throughout the registration statement to provide support for
all factual assertions, including to provide the basis for each of the above statements. To
the extent you do not have independent support for a statement, please revise the language
to clarify the basis for the statement. In addition, to the extent that some of these
statements are management's opinions or beliefs, please revise your disclosure to state the
same, and provide the basis for these opinions or beliefs.
14.We note your disclosure regarding the valuation of the global GBM, HCC, mCRC and
OA treatment markets. We also note your disclosure on page 167 that "[b]ased on the
BLAC M&A Committee’s review of 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 the foregoing market data
relevant to such assets, the BLAC M&A Committee determined that the total addressable
market presents a favorable opportunity to OSR Holdings and considered such
information in their conclusion that the Business Combination is fair to, advisable, and in
the best interests of BLAC and its stockholders." Please revise to disclose the total
addressable market and underlying assumptions, and to further discuss how the
committee determined that the total addressable market presents a favorable opportunity
to OSR Holdings.
OSR Holdings Indicative Valuation Reports, page 171
15.We note your response to comment 37. Please disclose any payments made to Ghilin
Accounting Corp. and Avance, in connection with the December 2022, January 2023, and
2020 valuation reports, respectively.
16.We note your disclosure regarding the Darnatein valuation model prepared by Ghilin,
including that one of the key assumptions of the model was that Darnatein would enter
into a licensing deal exceeding $2 billion, which has not occurred, and for which there are
no certain negotiations or plans. Please expand your discussion to further explain why the
M&A Committee thought that this assumption, which underlies the valuation of Darnatein
used in connection with the valuation of OSR Holdings included in the May 2, 2023 draft
LOI, is reasonable.
Additional Valuation Information Obtained During Diligence, page 174
We note your disclosure that "[t]he BLAC M&A Committee also noted that the 2020
valuation report from Avance, although outdated by 3 years, still presents a meaningful
data point to consider with respect to Vaximm's valuation given the global pandemic
which consumed almost 3 years between the publication of the report and their review
thereof," and that "[t]he BLAC M&A Committee took into consideration the fact that
Vaximm has had difficulties in recruiting patients for its clinical studies which, coupled
with the current fundraising environment for clinical-stage biopharmaceutical companies,
has resulted in stagnant business development between the preparation of the Avance 17.

July 25, 2024
Page 5
report and now." Please further elaborate why the BLAC M&A Committee considered the
2020 valuation report to be relevant for the valuation of OSR Holdings included in the
May 2023 draft LOI, given that the underlying data included in the Avance report
references development costs and timelines from as early as 2020. Please revise your risk
factor disclosure, as applicable, to further highlight the risk to investors from the BLAC
M&A Committee's reliance on the Avance and Ghilin reports, as well as the Choloc
fairness opinion's reliance on the Ghilin valuation of RMC from January 2023.
Fairness Opinion of Choloc Asset Investment Advisory Co., Ltd., page 183
18.We note your disclosure on page 187 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." Please revise to explain how Choloc
concluded that the key assumptions were reasonable, particularly in light of the age of the
Ghilin report.
Business Of OSR Holdings And Certain Information About OSR Holdings
Vaximm, page 241
19.We note your response to comment 55 and reissue the comment in part. Please further
explain or cross reference to the more fulsome disclosure on page 255, the relevance of
the Orphan Drug Designation for VXM01. Please also disclose the material findings of
your clinical trials, including when the trials were conducted, what entity conducted the
trials, how participants were selected, and whether there were any adverse results, and
provide additional disclosure as to when you plan to move VXM01 into phase 2 clinical
trials. Finally, please also provide more granular disclosure regarding your expected
timing for completion of the preclinical studies for VXM04, VXM06 and VXM08.
20.We note your response to comment 56 and reissue the comment in part. Please revise your
disclosures and projected timeline regarding the development of oral cancer vaccines on
page 242 to further discuss specific regulatory approvals required prior to conducting
clinical trials and marketing any product candidates. Please similarly revise the
development plan for DRT-101 and DRT-102 on page 245 to also discuss regulatory
approvals that are required and their impact on the timelines disclosed.
Darnatein, page 245
21.We note your response to comment 57 and reissue the comment in part. Please revise to
further discuss the results of the DRT-101 and DRT-102 clinical and pre-clinical trials.
RMC, page 247
22.We note your response to comment 58. Please briefly discuss the function of each of the
products and systems disclosed in the table on page 247.
OSR Holdings Management's Discussion and Analysis of Financial Condition and Results of
Operations
Contractual Obligations and Commitments, page 277
23.We note your response to comment 67 and reissue the comment in part. Please revise your
disclosure to discuss the material terms, amounts due, due dates, termination dates, and
parties for each of your contractual obligations and commitments.

July 25, 2024
Page 6
Critical Accounting Policies and Estimates
Revenue Recognition, page 278
24.Please revise to disclose in more detail how you account for revenue for sale of RMC
products. In that regard, please disclose how you determine the transaction price,
including the existence of any variable consideration in the sale of your products. Refer to
paragraph 47-48 of IFRS 15.
Index to Financial Statements, page F-1
25.Please tell us why you no longer include the financial statements for Darnatein Co., Ltd.
under Rule 3-05 of Regulation S-X.
OSR Holdings Co., Ltd. and its subsidiaries Consolidated Financial Statements for the Year
Ended December 31, 2023
Note 1. General Information, page F-55
26.Please refer to prior comment 74. While we understand that the acquisition of Darnatein
was not reflected in the financial statements until the six months ended June 30, 2024,
please address what you considered to be the acquisition date under Paragraphs 8 and 9 of
IFRS 3 for valuation of the consideration and valuation of the acquired assets. Even
though financial statements are not provided until June 30, 2024, the accounting for the
acquisition and valuation of acquired assets and liabilities should be as of the Acquisition
date, which is the date that you obtain control of the acquiree.
Note 14. Intangible Asset, page F-82
27.While we note the additional disclosure about the intangible assets provided in response
to prior comment 76, we do not see where you included any discussion of the
recoverability and potential impairment of the significant patent technology asset of
KRW230,137,566,011 at December 31, 2023. Reference Paragraphs 8-17 of IAS 36.
Please consider including additional disclosure within Critical Accounting Policies.
Note 33. Business combinations, page F-96
28.Regarding the second bull

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

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
Page 2
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

 FirstName LastNameKuk  Hyoun Hwang
 Comapany NameBellevue Life Sciences Acquisition Corp.
 March 28, 2024 Page 3
 FirstName LastNameKuk  Hyoun Hwang
Bellevue Life Sciences Acquisition Corp.
March 28, 2024
Page 3
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

 FirstName LastNameKuk  Hyoun Hwang
 Comapany NameBellevue Life Sciences Acquisition Corp.
 March 28, 2024 Page 4
 FirstName LastNameKuk  Hyoun Hwang
Bellevue Life Sciences Acquisition Corp.
March 28, 2024
Page 4
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
 FirstName LastName
Kuk  Hyoun Hwang
Bellevue Life Sciences Acquisition Corp.
March 28, 2024
Page 5
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.

 FirstName LastNameKuk  Hyoun Hwang
 Comapany NameBellevue Life Sciences Acquisition Corp.
 March 28, 2024 Page 6
 FirstName LastName
Kuk  Hyoun Hwang
Bellevue Life Sciences Acquisition Corp.
March 28, 2024
Page 6
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

United States securities and exchange commission logo
January 3, 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.
Draft Registration Statement on Form S-4
Submitted December 21, 2023
CIK No. 0001840425
Dear Kuk Hyoun Hwang:
            Our initial review of your registration statement indicates that it fails in numerous
material respects to comply with the requirements of the Securities Act of 1933, the rules and
regulations thereunder and the requirements of the form. More specifically,

            The independent auditors' report for OSR Holdings Co., Ltd. does not refer to conducting
the audit in accordance with the standards of the PCAOB.

            We will provide more detailed comments relating to your registration statement
following our review of a substantive amendment that addresses these deficiencies.
            Please contact Katherine Bagley at 202-551-2545 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Gary Kocher

CORRESP
1
filename1.htm

CORRESP

 K&L GATES LLP

925 Fourth Avenue

Suite 2900

Seattle, WA 98104

T +1 206 623-7580

klgates.com

 December 27, 2023

VIA EDGAR CORRESPONDENCE

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 Office of Real
Estate & Construction

 100 F Street N.E.

Washington, D.C. 20549

Attn:
 Babette Cooper

Jennifer Monick

Re:
 Bellevue Life Sciences Acquisition Corp.

Form 10-K for the Fiscal Year Ending December 31, 2022

Filed March 31, 2023

File No. 001-41390

Dear Ms. Cooper:

 On behalf of Bellevue
Life Sciences Acquisition Corp. (the “Company”), we submit this letter providing a response to the comment raised by the Staff of the Securities and Exchange Commission (the “Staff”) in a written comment letter on
December 20, 2023 with respect to the Company’s Form 10-K for the fiscal year ending December 31, 2022 (File No. 001-41390) (the “Form 10-K”). The bold type below is the Staff’s comment and the regular type constitutes the Company’s response thereto.

Form 10-K for the Fiscal Year Ending December 31, 2022

General

1.
 We refer you to the risk factor disclosures within your definitive proxy statement filed on October 20,
2023, where you acknowledge foreign ties and discuss the impact on your ability to complete your initial business combination. Please revise future periodic filings to include the same disclosure.

The Company notes the Staff’s comment and respectfully advises the Staff that the Company will revise future periodic filings to include
similar disclosure to the extent such disclosure still applies to the Company at the time the Company files such future periodic filing with the SEC.

*******

 We appreciate your time
and attention to the Company’s filing. We hope that this response adequately satisfy the Staff’s comment and concerns. Should you have any questions, please call me at (206) 370-7809.

 Very truly yours,

 /s/ Gary J. Kocher

 Gary J. Kocher

cc:
 Kuk Hyoun Hwang, Chief Executive Officer

United States securities and exchange commission logo
December 20, 2023
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.
Form 10-K for the Fiscal Year Ending December 31, 2022
File No. 001-41390
Dear Kuk Hyoun Hwang:
            We have reviewed your filing and have the following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe
our comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Fiscal Year Ending December 31, 2022
General
1.We refer you to the risk factor disclosures within your definitive proxy statement filed on
October 20, 2023, where you acknowledge foreign ties and discuss the impact on your
ability to complete your initial business combination. Please revise future periodic filings
to include the same disclosure.
             We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

 FirstName LastNameKuk Hyoun  Hwang
 Comapany NameBellevue Life Sciences Acquisition Corp.
 December 20, 2023 Page 2
 FirstName LastName
Kuk Hyoun  Hwang
Bellevue Life Sciences Acquisition Corp.
December 20, 2023
Page 2
            Please contact Babette Cooper at 202-551-3396 or Jennifer Monick at 202-551-3295 if
you have questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

United States securities and exchange commission logo
October 18, 2023
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.
Preliminary Proxy Statement on Schedule 14A
Filed October 10, 2023
File No. 001-41390
Dear Kuk Hyoun Hwang:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Gary Kocher, Esq.

CORRESP
1
filename1.htm

CORRESP

 [KLG SEATTLE LETTERHEAD]

October 18, 2023

 VIA EDGAR CORRESPONDENCE

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Real Estate & Construction

 100 F
Street N.E.

 Washington, D.C. 20549

Attn:
 Stacie Gorman

Brigitte Lippmann

Re:
 Bellevue Life Sciences Acquisition Corp.

Preliminary Proxy Statement on Schedule 14A

Filed October 10, 2023

File No. 001-41390

Dear Ms. Gorman:

 On behalf of Bellevue Life
Sciences Acquisition Corp. (the “Company”), we submit this letter providing a response to the comment raised by the Staff of the Securities and Exchange Commission (the “Staff”) in a written comment letter on October 17,
2023 with respect to the Company’s Preliminary Proxy Statement on Schedule 14A (File No. 001-41390) (the “Preliminary Proxy Statement”). The bold type below is the Staff’s comment and
the regular type constitutes the Company’s response thereto.

 Preliminary Proxy Statement on Schedule 14A

General

1.
 With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has substantial
ties with a non-U.S. person. If so, include risk factor disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss the risk to
investors that you may not be able to complete an initial business combination with a U.S. target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States
(CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets with which you could complete an initial business combination may be limited. Further, disclose that the time necessary for government review of the
transaction or a decision to prohibit the transaction could prevent you from completing an initial business combination and require you to liquidate. Disclose the consequences of liquidation to investors, such as the losses of the investment
opportunity in a target company, any price appreciation in the combined company, and the warrants, which would expire worthless.

The Company notes the Staff’s comment and respectfully advises the Staff that the Company will include in the “Risk Factor” section of the
Definitive Proxy Statement on Schedule 14A that it plans to file with the SEC on or about October 20, 2023 the following risk factor:

 U.S. Securities and Exchange Commission

October 18, 2023

  Page
 2

 We may not be able to complete an initial business combination with a U.S. target company since such
initial business combination may be subject to U.S. foreign investment regulations and review by a U.S. government entity such as the Committee on Foreign Investment in the United States (CFIUS), and ultimately prohibited.

Our sponsor is controlled by and has substantial ties with non-U.S. persons who are nationals of South Korea. CFIUS is
an interagency committee chaired by the U.S. Department of the Treasury that is authorized to review certain “covered transactions,” which include direct and indirect control acquisitions of and certain
non-control investments in U.S. businesses by foreign persons, in order to determine whether such covered transactions threaten to impair the national security of the United States. If CFIUS determines that a
covered transaction threatens to impair U.S. national security, it has the authority to undertake mitigation measures including recommending that the President prohibit the transaction or require divestment by the foreign person if the transaction
has been completed. The potential for CFIUS review of a covered transaction depends on a number of factors including the nature and structure of the transaction, the operations of the U.S. business including whether the business is a “TID U.S.
business” as defined in 31 C.F.R. § 800.248, and the foreign persons involved in the transaction including their nationality, intermediate and ultimate shareholders, and operations elsewhere globally. CFIUS has the discretion to
initiate review of a covered transaction. Parties to a covered transaction may submit a notice voluntarily to CFIUS to request clearance, which is a safe harbor against future review. Certain covered transactions involving a TID U.S. business,
however, are subject to a mandatory notice requirement.

 Because we may be considered a foreign person, under CFIUS regulations, an initial proposed
business combination may fall within the scope of a covered transaction and be subject to CFIUS review jurisdiction. If so, we may be required to make a mandatory filing or, if no mandatory filing is required, we may decide to submit a voluntary
notice to CFIUS or proceed with the initial business combination without notifying CFIUS and risk CFIUS intervention before or after closing the initial business combination. CFIUS may decide to block or delay our initial business combination,
impose conditions to mitigate national security concerns with respect to such initial business combination, or order us to divest all or a portion of a U.S. business of the combined company if we had proceeded without first obtaining CFIUS
clearance. The potential impact of CFIUS may limit the attractiveness of a transaction with us or prevent us from pursuing certain initial business combination opportunities that we believe would otherwise be beneficial to us and our shareholders.
As a result, the pool of potential targets with which we could complete an initial business combination may be limited and we may be adversely affected in terms of competing with other special purpose acquisition companies that do not have similar
foreign ownership issues.

 Moreover, the process of review by CFIUS may be lengthy. Because we have only a limited time to complete our initial business
combination, our failure to obtain required approvals within the requisite time period may require us to liquidate. If we liquidate, our warrants and rights would expire worthless. This will also cause you to lose any potential investment
opportunity in a target company and the chance of realizing future gains on your investment through any price appreciation in the combined company.

*******

 U.S. Securities and Exchange Commission

October 18, 2023

  Page
 3

 We appreciate your time and attention to the Company’s filing. We hope that this
response adequately satisfy the Staff’s comment 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

United States securities and exchange commission logo
October 17, 2023
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.
Preliminary Proxy Statement on Schedule 14A
Filed October 10, 2023
File No. 001-41390
Dear Kuk Hyoun Hwang:
            We have reviewed your filing and have the following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A
General
1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person. If so, include risk factor disclosure that
addresses how this fact could impact your ability to complete your initial business
combination. For instance, discuss the risk to investors that you may not be able to
complete an initial business combination with a U.S. target company should the
transaction be subject to review by a U.S. government entity, such as the Committee on
Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that
as a result, the pool of potential targets with which you could complete an initial business
combination may be limited. Further, disclose that the time necessary for government
review of the transaction or a decision to prohibit the transaction could prevent you from
completing an initial business combination and require you to liquidate. Disclose the
consequences of liquidation to investors, such as the losses of the investment

 FirstName LastNameKuk Hyoun Hwang
 Comapany NameBellevue Life Sciences Acquisition Corp.
 October 17, 2023 Page 2
 FirstName LastName
Kuk Hyoun Hwang
Bellevue Life Sciences Acquisition Corp.
October 17, 2023
Page 2

opportunity in a target company, any price appreciation in the combined company, and the
warrants, which would expire worthless.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Stacie Gorman at 202-551-3585 or Brigitte Lippmann at 202-551-3713
with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Gary Kocher, Esq.

CORRESP
1
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CORRESP

 [KLG SEATTLE LETTERHEAD]

February 8, 2023

 VIA EDGAR CORRESPONDENCE

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Real Estate & Construction

 100 F
Street N.E.

 Washington, D.C. 20549

Attn:
 Stacie Gorman

David Link

 Ameen Hamady

Jennifer Monick

Re:
 Bellevue Life Sciences Acquisition Corp.

Amendment No. 5 to Registration Statement on Form S-1

Filed January 20, 2023

File No. 333-264597

Dear Ms. Gorman:

 On behalf of Bellevue
Life Sciences Acquisition Corp. (the “Company”), we submit this letter providing a response to the comment raised by the Staff of the Securities and Exchange Commission (the “Staff”) in a written comment letter on
February 6, 2023 with respect to the Company’s Amendment No. 5 to Registration Statement on Form S-1 (File No. 333-264597) (the “Registration
Statement”). The bold type below is the Staff’s comment and the regular type constitutes the Company’s response thereto.

 Amendment
No. 5 to Registration Statement on Form S-1

 Risk Factors

If we seek stockholder approval of our initial business combination…., page 32

1.
 We note your response to comment 1 of our letter. We note your representation that you will not vote the
shares that are purchased. However, we note that compliance with the guidance and the rule has multiple aspects. We therefore reissue this part of the comment. Please confirm how you intend to comply with the requirements of Rule 14e-5 under the Exchange Act. We refer you to the Tender Offer Rules and Schedules Compliance and Disclosure Interpretation 166.01 for guidance.

In response to the Staff’s comment, the Company advises and represents to the Staff that in the event that the Company’s sponsor,
Bellevue Global Life Sciences Investors LLC (the “Sponsor”), or its affiliates purchase the Company’s securities outside of the redemption offer in connection with a business combination transaction, such purchases would comply with
the requirements of Rule 14e-5 under the Exchange Act as follows:

•

 the Securities Act registration statement or proxy statement filed for the business combination transaction
discloses the possibility that the Sponsor or its affiliates will purchase the Company’s securities outside the redemption process, along with the purpose of such purchases;

 U.S. Securities and Exchange Commission

February 8, 2023

  Page
 2

•

 the Sponsor or its affiliates will purchase the Company’s securities at a price no higher than the price
offered through the Company’s redemption process;

•

 the Securities Act registration statement or proxy statement filed for the business combination transaction would
include a representation that any Company securities purchased by the Sponsor or its affiliates would not be voted in favor of approving the business combination transaction;

•

 the Sponsor and its affiliates do not possess any redemption rights with respect to the Company’s securities
or, if they possess redemption rights, they waive such rights; and

•

 the Company discloses in a Form 8-K, prior to the security holder meeting
to approve the business combination transaction, the following:

•

 the amount of the Company’s securities purchased outside of the redemption offer by the Sponsor or its
affiliates, along with the purchase price;

•

 the purpose of the purchases by the Sponsor or its affiliates;

•

 the impact, if any, of the purchases by the Sponsor or its affiliates on the likelihood that the business
combination transaction will be approved;

•

 the identities of the Company’s security holders who sold to the Sponsor or its affiliates (if not purchased
on the open market) or the nature of the Company’s security holders (e.g., 5% security holders) who sold to the Sponsor or its affiliates; and

•

 the number of Company securities for which the Company has received redemption requests pursuant to the
redemption offer.

 The Company additionally advises the Staff that it will add the following language in the prospectus
it files with the SEC pursuant to Rule 424 of the Securities Act to the end of the last paragraph on page 103 of the Registration Statement in the section titled “Proposed Business—Stockholders May Not Have the Ability to Approve Our
Initial Business Combination—Permitted Purchases of our Securities”:

 Additionally, in the event our sponsor, directors,
executive officers, advisors or their affiliates were to purchase shares or warrants from public shareholders, such purchases would be structured in compliance with the requirements of Rule 14e-5 under
the Exchange Act including, in pertinent part, through adherence to the following:

•

 our registration statement/proxy statement filed for our business combination transaction would disclose the
possibility that our sponsor, initial stockholders, directors, officers, advisors or any of their affiliates may purchase shares, rights or warrants from public stockholders outside the redemption process, along with the purpose of such purchases;

•

 if our sponsor, initial stockholders, directors, officers, advisors or any of their affiliates were to purchase
our securities from public stockholders, they would do so at a price no higher than the price offered through the redemption process;

•

 our registration statement/proxy statement filed for our business combination transaction would include a
representation that any of our securities purchased by our sponsor, initial stockholders, directors, officers, advisors or any of their affiliates would not be voted in favor of approving the business combination transaction;

 U.S. Securities and Exchange Commission

February 8, 2023

  Page
 3

•

 our sponsor, initial stockholders, directors, officers, advisors or any of their affiliates would not possess any
redemption rights with respect to our securities or, if they possess redemption rights, they would waive such rights; and

•

 we would disclose in a Form 8-K, before our security holder meeting to
approve the business combination transaction, the following:

•

 the amount of our securities purchased outside of the redemption offer by our sponsor, initial stockholders,
directors, officers, advisors or any of their affiliates, along with the purchase price;

•

 the purpose of the purchases by our sponsor, initial stockholders, directors, officers, advisors or any of their
affiliates;

•

 the impact, if any, of the purchases by our sponsor, initial stockholders, directors, officers, advisors or any
of their affiliates on the likelihood that the business combination transaction will be approved;

•

 the identities of the Company’s security holders who sold to our sponsor, initial stockholders, directors,
officers, advisors or any of their affiliates (if not purchased on the open market) or the nature of our security holders (e.g., 5% security holders) who sold to our sponsor, initial stockholders, directors, officers, advisors or any of their
affiliates; and

•

 the number of securities for which we have received redemption requests pursuant to our redemption offer.

 Please see “Risk Factors — If we seek stockholder approval of our initial business combination, our
sponsor, directors, officers, advisors and their affiliates may elect to purchase shares, rights or warrants from public stockholders, which may increase the likelihood of closing our initial business combination and reduce the public
“float” of our common stock, warrants and rights.”

 We appreciate your time and attention to the Company’s filing. We
hope that this response adequately satisfies the Staff’s comment 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

CORRESP
1
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CORRESP

 February 8, 2023

VIA EDGAR

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 Office of Real Estate &
Construction

 100 F Street, N.E.

 Washington,
D.C. 20549

Re:
 Bellevue Life Sciences Acquisition Corp.

Registration Statement on Form S-1

Filed January 20, 2023, as amended

File No. 333-264597

Dear Sir or Madam:

 Pursuant to
Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned hereby joins in the request of Bellevue Life Sciences Acquisition Corp. that the effective date of the above-referenced
Registration Statement be accelerated so as to permit it to become effective at 4:00 p.m. Washington D.C. time on February 9, 2023, or as soon thereafter as practicable.

Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned advises that approximately 364 copies of the
Preliminary Prospectus dated January 20, 2023 are expected to be distributed to prospective underwriters and dealers, institutional investors, retail investors and others.

The undersigned advises that it has complied and will continue to comply with the requirements of Rule
15c2-8 under the Securities Exchange Act of 1934, as amended.

 * * *

[Signature Page Follows]

Very truly yours,

 CHARDAN CAPITAL MARKETS, LLC

 as
Representative of the Underwriters

By:

/S/ GEORGE KAUFMAN

Name: George Kaufman

Title: Partner, Head of Investment Banking

CORRESP
1
filename1.htm

CORRESP

 Bellevue Life Sciences Acquisition Corp.

10900 NE 4th Street, Suite 2300

Bellevue, WA 98004

 VIA EDGAR

February 8, 2023

 United States Securities
and Exchange Commission

 Division of Corporation Finance

 100
F Street NE

 Washington, DC 20549

Attn:
 Ms. Stacie Gorman

Re:
 Bellevue Life Sciences Acquisition Corp.

Registration Statement on Form S-1

File No. 333-264597

Acceleration Request

 Requested Date:

 February 9, 2023

 Requested Time:

 4:00 p.m. Eastern Time (or as soon thereafter as practicable)

 Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Bellevue Life Sciences Acquisition Corp., a Delaware
corporation (the “Registrant”), hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-1 to become effective on February 9, 2023 at 4:00 p.m. Eastern Time, or as soon thereafter as practicable, or at such later time as the Registrant may orally request via telephone call to the staff of the
Commission. The Registrant hereby authorizes K&L Gates LLP, counsel to the Registrant, to orally modify or withdraw this request for acceleration.

The Registrant requests that it be notified of such effectiveness by a telephone call to our counsel, K&L Gates LLP, by
calling Ms. Julie Rizzo at (919) 743-7336.

 * * *

[Signature Page Follows]

Sincerely,

Bellevue Life Sciences Acquisition Corp.

By:

/s/ Kuk Hyoun Hwang

Kuk Hyoun Hwang

Chief Executive Officer

cc:
 Gary Kocher, K&L Gates LLP

Julie Rizzo, K&L Gates LLP

United States securities and exchange commission logo
February 6, 2023
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. 5 to Registration Statements on Form S-1
Filed January 20, 2023
File No. 333-264597
Dear Kuk Hyoun Hwang:
            We have reviewed your amended registration statement and have the following
comment.  In our comment, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this comment, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our November 8, 2022, letter.
Amendment No. 5 to Registration Statement on Form S-1
Risk Factors
If we seek stockholder approval of our initial business combination..., page 32
1.We note your response to comment 1 of our letter.  We note your representation that you
will not vote the shares that are purchased.  However, we note that compliance with the
guidance and the rule has multiple aspects.  We therefore reissue this part of the
comment.  Please confirm how you intend to comply with the requirements of Rule 14e-
5 under the Exchange Act.  We refer you to the Tender Offer Rules and Schedules
Compliance and Disclosure Interpretation 166.01 for guidance.

 FirstName LastNameKuk Hyoun Hwang
 Comapany NameBellevue Life Sciences Acquisition Corp.
 February 6, 2023 Page 2
 FirstName LastName
Kuk Hyoun Hwang
Bellevue Life Sciences Acquisition Corp.
February 6, 2023
Page 2
            You may contact Ameen Hamady at 202-551-3891 or Jennifer Monick at 202-551-
3295 if you have questions regarding comments on the financial statements and related
matters.  Please contact Stacie Gorman at 202-551-3585 or David Link at 202-551-3356 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Gary J. Kocher, Esq.

CORRESP
1
filename1.htm

CORRESP

 [KLG SEATTLE LETTERHEAD]

January 20, 2023

 VIA EDGAR CORRESPONDENCE

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Real Estate & Construction

 100 F
Street N.E.

 Washington, D.C. 20549

Attn:
 Stacie Gorman

 David Link

 Ameen Hamady

 Jennifer Monick

Re:
 Bellevue Life Sciences Acquisition Corp.

 Amendment No. 4 to Registration Statement on Form S-1

 Filed November 4, 2022

 File No. 333-264597

Dear Ms. Gorman:

 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 Securities and Exchange Commission (the “Staff”) in a written comment letter on
November 8, 2022 with respect to the Company’s Amendment No. 4 to Registration Statement on Form S-1 (File No. 333-264597) (the “Registration
Statement”). Simultaneously with the filing of this letter, the Company is submitting by EDGAR Amendment No. 5 to the Registration Statement (the “Amendment”) that includes responsive changes to the Staff’s comments as noted
below. The bold type below is the Staff’s comments and the regular type constitutes the Company’s responses thereto.

 Amendment No. 4 to
Registration Statement on Form S-1

 Risk Factors

If we seek stockholder approval of our initial business combination…., page 32

1.
 We note response to comment 2 of our letter that “To the extent that any such securities are purchased,
such public securities will not be voted ….” We also note the header of the risk factor that “If we seek stockholder approval of our initial business combination, our sponsor, directors, officers, advisors and their affiliates may
elect to purchase shares or warrants from public stockholders, which may influence a vote on a proposed initial business combination and reduce the public “float” of our common stock.” Please confirm how you intend to comply with the
requirements of Rule 14e-5 under the Exchange Act. We refer you to the Tender Offer Rules and Schedules Compliance and Disclosure Interpretation 166.01 for guidance.

The disclosures on pages 25 and 32 have been revised to clarify that any such securities purchased will not be voted in accordance with Tender
Offers and Schedules Compliance and Disclosure Interpretations Question 166.01.

 U.S. Securities and Exchange Commission

January 20, 2023

 Page 2

 Part II. Information Not Required in Prospectus

Item 16. Exhibits and Financial Statement Schedules

Exhibit 5.1 - Opinion of K&L Gates LLP, page II-5

2.
 We note the assumption in clause (iv). This assumption is not appropriate as it relates to the authority of
the company or its officers. Please have counsel provide a revised opinion that limits the applicability of these assumptions. Refer to Section II.B.3.a. of Staff Legal Bulletin 19 for guidance.

This will confirm that we have included a revised opinion as Exhibit 5.1 to the Amendment that limits the applicability of the assumption to
which the Staff had objected.

 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

 Gary J. Kocher

 cc:    Kuk Hyoun Hwang, Chief Executive Officer

United States securities and exchange commission logo
November 8, 2022
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. 4 to Registration Statements on Form S-1
Filed November 4 2022
File No. 333-264597
Dear Kuk Hyoun Hwang:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our November 2, 2022, letter.
Amendment No. 4 to Registration Statement on Form S-1
Risk Factors
If we seek stockholder approval of our initial business combination..., page 32
1.We note your response to comment 2 of our letter that “To the extent that any such
securities are purchased, such public securities will not be voted ….”  We also note the
header of the risk factor that “If we seek stockholder approval of our initial business
combination, our sponsor, directors, officers, advisors and their affiliates may elect to
purchase shares or warrants from public stockholders, which may influence a vote on a
proposed initial business combination and reduce the public "float" of our common
stock.”  Please confirm how you intend to comply with the requirements of Rule 14e-5
under the Exchange Act.  We refer you to the Tender Offer Rules and Schedules

 FirstName LastNameKuk Hyoun Hwang
 Comapany NameBellevue Life Sciences Acquisition Corp.
 November 8, 2022 Page 2
 FirstName LastName
Kuk Hyoun Hwang
Bellevue Life Sciences Acquisition Corp.
November 8, 2022
Page 2
Compliance and Disclosure Interpretation 166.01 for guidance.
Part II. Information not Required in Prospectus
Item 16. Exhibits and Financial Statement Schedules
Exhibit 5.1 - Opinion of K&L Gates LLP, page II-5
2.We note the assumption in clause (iv).  This assumption is not appropriate as it relates to
the authority of the company or its officers.  Please have counsel provide a
revised opinion that limits the applicability of these assumptions.  Refer to Section
II.B.3.a. of Staff Legal Bulletin 19 for guidance.
            You may contact Ameen Hamady at 202-551-3891 or Jennifer Monick at 202-551-
3295 if you have questions regarding comments on the financial statements and related
matters.  Please contact Stacie Gorman at 202-551-3585 or David Link at 202-551-3356 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Gary J. Kocher, Esq.

CORRESP
1
filename1.htm

CORRESP

 [KLG SEATTLE LETTERHEAD]

November 4, 2022

 VIA EDGAR CORRESPONDENCE

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Real Estate & Construction

 100 F
Street N.E. Washington, D.C. 20549

 Attn: Jennifer Monick

Re:
 Bellevue Life Sciences Acquisition Corp.

Amended Registration Statement on Form S-1

Submitted October 7, 2022

File No. 333-264597

Dear Ms. Monick:

 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 Securities and Exchange Commission (the “Staff”) to our legal counsel in a written comment
letter on November 2, 2022, with respect to the Company’s Amended Registration Statement on Form S-1 (File No. 333-264597) (the “Registration
Statement”). Simultaneously with the filing of this letter, the Company is submitting by EDGAR Amendment No. 4 to the Registration Statement (the “Amendment”) that includes responsive changes to the Staff’s comments as noted
below. The bold type below is the Staff’s comments as communicated by our counsel and the regular type constitutes the Company’s responses thereto.

1.
 With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has substantial
ties with a non-U.S. person. If so, also include risk factor disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss the risk to
investors that you may not be able to complete an initial business combination with a U.S. target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States
(CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets with which you could complete an initial business combination may be limited. Further, disclose that the time necessary for government review of the
transaction or a decision to prohibit the transaction could prevent you from completing an initial business combination and require you to liquidate. Disclose the consequences of liquidation to investors, such as the losses of the investment
opportunity in a target company, any price appreciation in the combined company, and the warrants, which would expire worthless.

The Company’s sponsor, Bellevue Global Life Sciences Investors LLC, is controlled by and has substantial ties with non-U.S. persons who are nationals of South Korea. Pursuant to the Staff’s request, the Company has added a risk factor to the Registration Statement on pages 40-41 disclosing the CFIUS related risks discussed
above.

2.
 We note disclosure in your risk factor that your sponsor, officers, directors and affiliates may purchase
shares from public holders for the purpose of voting those shares in favor of a proposed business combination, thereby increasing the likelihood of the completion of the combination. Please explain how such purchases would comply with the
requirements of Rule 14e-5 under the Exchange Act. Refer to Tender Offer Rules and Schedules Compliance and Disclosure Interpretation 166.01 for guidance.

The disclosure on pages 33, 73 and 101 has been revised to clarify that any such securities purchased will not be voted in accordance
with Tender Offers and Schedules Compliance and Disclosure Interpretations Question 166.01.

 We appreciate your time and responsiveness 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

United States securities and exchange commission logo
November 2, 2022
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. 3 to Registration Statements on Form S-1
Filed October 7, 2022
File No. 333-264597
Dear Kuk Hyoun Hwang:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to our oral comments issued on May 16, 2022.
Amendment No. 3 to Registration Statement on Form S-1
General
1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person.  If so, also include risk factor disclosure that
addresses how this fact could impact your ability to complete your initial business
combination.  For instance, discuss the risk to investors that you may not be able to
complete an initial business combination with a U.S. target company should the
transaction be subject to review by a U.S. government entity, such as the Committee on
Foreign Investment in the United States (CFIUS), or ultimately prohibited.  Disclose that
as a result, the pool of potential targets with which you could complete an initial business
combination may be limited.  Further, disclose that the time necessary for government

 FirstName LastNameKuk Hyoun Hwang
 Comapany NameBellevue Life Sciences Acquisition Corp.
 November 2, 2022 Page 2
 FirstName LastName
Kuk Hyoun Hwang
Bellevue Life Sciences Acquisition Corp.
November 2, 2022
Page 2
review of the transaction or a decision to prohibit the transaction could prevent you from
completing an initial business combination and require you to liquidate.  Disclose the
consequences of liquidation to investors, such as the losses of the investment opportunity
in a target company, any price appreciation in the combined company, and the warrants,
which would expire worthless.
Risk Factors
If we seek stockholder approval of our initial business combination ..., page 32
2.We note disclosure in your risk factor that your sponsor, officers, directors and affiliates
may purchase shares from public holders for the purpose of voting those shares in favor of
a proposed business combination, thereby increasing the likelihood of the completion of
the combination.  Please explain how such purchases would comply with the requirements
of Rule 14e-5 under the Exchange Act.  Refer to Tender Offer Rules and Schedules
Compliance and Disclosure Interpretation 166.01 for guidance.
            You may contact Ameen Hamady at 202-551-3891 or Jennifer Monick at 202-551-
3295 if you have questions regarding comments on the financial statements and related
matters.  Please contact Stacie Gorman at 202-551-3585 or David Link at 202-551-3356 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Gary J. Kocher, Esq.

CORRESP
1
filename1.htm

CORRESP

 [KLG SEATTLE LETTERHEAD]

October 7, 2022

 VIA EDGAR CORRESPONDENCE

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Real Estate & Construction

 100 F
Street N.E. Washington, D.C. 20549

 Attn: Jennifer Monick

Re:
 Bellevue Life Sciences Acquisition Corp.

Amended Registration Statement on Form S-1

Submitted May 13, 2022

 File No. 333-264597

 Dear Ms. Monick:

On behalf of Bellevue Life Sciences Acquisition Corp. (the “Company”), we submit this letter providing a response to the comments
raised orally by the Staff of the Securities and Exchange Commission (the “Staff”) to our legal counsel on May 16, 2022 with respect to the Company’s Amended Registration Statement on Form S-1
(File No. 333-264597) (the “Registration Statement”). Simultaneously with the filing of this letter, the Company is submitting by EDGAR Amendment No. 3 to the Registration Statement (the
“Amendment”) that includes responsive changes to the Staff’s comments as noted below. The bold type below is the Staff’s comments as communicated by our counsel and the regular type constitutes the Company’s responses
thereto.

1.
 Please reconcile the amount per share to be placed in the trust. The prospectus cover page reflects $10.10
per share. However, in at least one spot elsewhere in the prospectus reflects $10.00 per share.

 This will confirm that the deal
terms have changed and the Amendment now reflects that $10.20 per share will be deposited in trust. The disclosure throughout the Amendment has been accordingly adjusted.

2.
 We note the disclosure on page 16 regarding the repayment of a promissory note of $3,400,000 between your
sponsor and BCM Europe (the “BCM Europe Note”) which promissory note is convertible at the election of either your sponsor or BCM Europe into 680,000 founder shares on or after the commencement of this offering. In accordance with Item 403
of Regulation S-K, please add BCM Europe as a beneficial owner to the principal stockholder table.

This will confirm that BCM Europe has been added to the Principal Stockholder table reflecting their beneficial ownership of all of the shares
of Common Stock issuable upon conversion of the BCM Europe Note. Please see page 131 in the Amendment.

3.
 We note the disclosure throughout the document that the amount of the private placement proceeds and the
treatment of the sponsor loans evidenced by existing promissory notes at the closing of the Offering are not clearly described. Please revise the document to reflect describe the treatment of the principal amount of promissory notes held by the
Sponsor used to pay offering expenses and the amount of cash proceeds that will be invested by the Sponsor in the private placement upon closing of the Offering.

This will confirm the disclosure has been clarified to state that aggregate amount of the notes held by the Sponsor evidencing the loans made
by the Sponsor to the Company to pay offering expenses has been revised to reflect in the aggregate principal amount of such loans is $900,000 and that these notes will all be settled and cancelled converted into simultaneously with the issuance and
sale of the placement units simultaneously with upon the closing of the IPO.

4.
 With reference to the legality opinion filed as Exhibit 5 to the Registration Statement, please remove the
assumption “that, on the date of exercise of the Public Warrants, the Company will have sufficient authorized and unissued shares of its Common Stock issuable upon the exercise of such Public Warrants to provide for the issuance of the Warrant
Shares issuable thereunder,” as this assumption is overly broad and assumes material facts underlying the opinion. For guidance, see Staff Legal Bulletin 19.II.b.3(a).

This will confirm we have included a form of the legality opinion as Exhibit 5 to the Amendment that omits the assumption to which the Staff
had objected.

 We appreciate your time and responsiveness 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

CORRESP
1
filename1.htm

CORRESP

 [KLG SEATTLE LETTERHEAD]

May 13, 2022

 VIA EDGAR CORRESPONDENCE

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Real Estate & Construction

 100 F
Street N.E. Washington, D.C. 20549

 Attn: Jennifer Monick

Re:
 Bellevue Life Sciences Acquisition Corp.

Amended Registration Statement on Form S-1

Submitted May 10, 2022

 File
No. 333-264597

 Dear Ms. Monick:

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 Securities and Exchange Commission (the “Staff”) on May 12, 2022 with respect to the Company’s Amended Registration Statement on Form S-1 (File No. 333-264597) (the “Registration Statement”). Simultaneously with the filing of this letter, the Company is submitting by EDGAR Amendment No. 2 to the Registration Statement (the
“Amendment”) that includes responsive changes to the Staff’s comments as noted below. The bold type below is the Staff’s comments and the regular type constitutes the Company’s responses thereto.

General

1.
 We note the response to comment 1 that you have registered the common stock underlying the warrants. Please
reconcile with the risk factor on page 49 that “we are not registering the shares of common stock issuable upon exercise of the warrants under the Securities Act.” Similarly, we note disclosure on page 12 indicating your intent to register
the common stock underlying warrants promptly following consummation of the initial business combination.

 This will
confirm that the shares of common stock underlying the warrants are being registered with the Registration Statement and the Amendment has been revised to remove any statements that are inconsistent therewith. Please see pages 12, 13, 49, 50 and
F-16 in the Amendment.

2.
 Please reconcile the amount per share to be placed in the trust. The prospectus cover page reflects $10.10
per share. However, the summary on page 15 and elsewhere in the prospectus reflect $10 per share.

 This will confirm
that the Amendment includes clear disclosure that $10.10 per share will be deposited in trust. Please see page 16 in the Amendment.

3.
 We note the disclosure on page 16 regarding the repayment of a promissory note of $3,400,000 between your
sponsor and BCM Europe which promissory note is convertible at the election of either our sponsor or BCM Europe into 680,000 founder shares on or after the commencement of this offering, and the related transactions disclosure on page 129 that your
sponsor entered into a promissory note with BCM Europe in the principal amount of $3,400,000 with a maturity date of December 9, 2023 (the “BCM Europe Note”). The proceeds of the BCM Europe Note were used to fund your
sponsor’s purchase of the placement units. On or after the consummation of this offering, the BCM Europe Note is convertible at the election of either our sponsor or BCM Europe into 680,000 founder shares. Please clarify whether Bellevue Life
Sciences is a party to this agreement. If so, please file as an exhibit. If not, please explain how Bellevue Life Sciences is bound to issue the additional founders shares. Lastly, please provide clear disclosure throughout the prospectus, including
the prospectus cover page, the amount of shares of common stock outstanding after the offering, the beneficial ownership table, and risk factors. Clearly reflect the additional dilution to the purchasers in the IPO as a result of this conversion of
debt into additional shares.

 This will confirm that all of the shares of Common Stock issuable upon conversion of
the BCM Europe Note will be Company shares owned by the Sponsor (not newly issued shares by the Company). Accordingly, any such conversion of the BCM Europe Note into shares of Common Stock will not result in any additional dilution or change in the
number of shares outstanding after the offering. This will also confirm that the Sponsor and BCM Europe are the sole parties to the BCM Europe Note and the Company is neither a party to nor bound by the BCM Europe Note. Accordingly all share numbers
disclosed throughout the Prospectus are accurate. We have included additional disclosure to clarify these points. Please see pages 16, 128, 134, 136 and F-17 in the Amendment.

 U.S. Securities and Exchange Commission

May 13, 2022

  Page
 2

4.
 We note the disclosure on page 67 that immediately prior to closing of this offering, the principal amount
of promissory notes used to pay offering expenses and held by the sponsor will be cancelled as part of the private placement and exchanged for 50,000 placement units. Please revise the amount of units and common stock outstanding after the offering
throughout the prospectus and the beneficial ownership table to reflect this in the number of shares beneficially owned after the offering.

This will confirm the 50,000 placement units that issuable upon conversion of the Sponsor notes in the aggregate principal amount of $500,000
are included as part of the total 390,000 placement units issued in the Private Placement. and such shares are also accounted for in the shares outstanding after the offering. We have included additional disclosure to clarify these points Please see
pages 65, 66, 74, 77 and 129 in the Amendment.

5.
 Please file the signed legality opinion. In addition, please remove the assumptions “that any entity
that is a party to any of the documents reviewed by us has been duly organized, incorporated or formed, and is validly existing and, if applicable, in good standing under the laws of its respective jurisdiction of organization, incorporation or
formation,” “the due authorization, execution and delivery by each party thereto of each document reviewed by us,” “that any amendment or restatement of any document reviewed by us has been accomplished in accordance with, and
was permitted by, the relevant provisions of applicable law and the relevant provisions of such document (and/or any other applicable document) prior to its amendment or restatement from time to time,” and “that, on the date of exercise of
the Public Warrants, the Company will have sufficient authorized and unissued shares of its Common Stock issuable upon the exercise of such Public Warrants to provide for the issuance of the Warrant Shares issuable thereunder,” as these
assumption are overly broad and assume material facts underlying the opinion. For guidance, see Staff Legal Bulletin 19.II.b.3(a).

This will confirm we have included an executed copy of the legality opinion as Exhibit 5 to the Amendment. This will also confirm that we have
revised the opinion to remove all of the assumptions to which the Staff had objected with the exception of the assumption relating to the Company having a sufficient number of authorized and unissued shares of its Common Stock upon exercise of the
Public Warrants. We believe this is a factual matter and not a legal matter and believe the assumption is appropriate. Please see Exhibit 5 as filed with the Amendment.

We greatly appreciate your time and responsiveness 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

United States securities and exchange commission logo
May 12, 2022
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.
Amended Registration Statements on Form S-1
Filed May 10, 2022
File No. 333-264597
Dear Mr. Hwang:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our December 2, 2021 letter.
Amended Registration Statement on Form S-1 filed May 10, 2022
General
1.We note the response to comment 1 that you have registered the common stock
underlying the warrants.  Please reconcile with the risk factor on page 49 that "we are not
registering the shares of common stock issuable upon exercise of the warrants under the
Securities Act."  Similarly, we note disclosure on page 12 indicating your intent to register
the common stock underlying warrants promptly following consummation of the initial
business combination.
2.Please reconcile the amount per share to be placed in the trust.  The prospectus cover page
reflects $10.10 per share.  However, the summary on page 15 and elsewhere in the
prospectus reflect $10 per share.

 FirstName LastNameKuk Hyoun Hwang
 Comapany NameBellevue Life Sciences Acquisition Corp.
 May 12, 2022 Page 2
 FirstName LastName
Kuk Hyoun Hwang
Bellevue Life Sciences Acquisition Corp.
May 12, 2022
Page 2
3.We note the disclosure on page 16 regarding the repayment of a promissory note of
$3,400,000 between your sponsor and BCM Europe which promissory note is convertible
at the election of either our sponsor or BCM Europe into 680,000 founder shares on or
after the commencement of this offering, and the related transactions disclosure on page
129 that your sponsor entered into a promissory note with BCM Europe in the principal
amount of $3,400,000 with a maturity date of December 9, 2023 (the “BCM Europe
Note”). The proceeds of the BCM Europe Note were used to fund your sponsor’s purchase
of the placement units. On or after the consummation of this offering, the BCM Europe
Note is convertible at the election of either our sponsor or BCM Europe into 680,000
founder shares.  Please clarify whether Bellevue Life Sciences is a party to this
agreement.  If so, please file as an exhibit.  If not, please explain how Bellevue Life
Sciences is bound to issue the additional founders shares.  Lastly, please provide clear
disclosure throughout the prospectus, including the prospectus cover page, the amount of
shares of common stock outstanding after the offering, the beneficial ownership table, and
risk factors.  Clearly reflect the additional dilution to the purchasers in the IPO as a result
of this conversion of debt into additional shares.
4.We note the disclosure on page 67 that immediately prior to closing of this offering, the
principal amount of promissory notes used to pay offering expenses and held by the
sponsor will be cancelled as part of the private placement and exchanged for 50,000
placement units.  Please revise the amount of units and common stock outstanding after
the offering throughout the prospectus and the beneficial ownership table to reflect this in
the number of shares beneficially owned after the offering.
Exhibits
5.Please file the signed legality opinion.  In addition, please remove the assumptions "that
any entity that is a party to any of the documents reviewed by us has been duly organized,
incorporated or formed, and is validly existing and, if applicable, in good standing under
the laws of its respective jurisdiction of organization, incorporation or formation," "the
due authorization, execution and delivery by each party thereto of each document
reviewed by us," "that any amendment or restatement of any document reviewed by us has
been accomplished in accordance with, and was permitted by, the relevant provisions of
applicable law and the relevant provisions of such document (and/or any other applicable
document) prior to its amendment or restatement from time to time," and "that, on the date
of exercise of the Public Warrants, the Company will have sufficient authorized and
unissued shares of its Common Stock issuable upon the exercise of such Public Warrants
to provide for the issuance of the Warrant Shares issuable thereunder," as
these assumption are overly broad and assume material facts underlying the opinion.  For
guidance, see Staff Legal Bulletin 19.II.b.3(a).

 FirstName LastNameKuk Hyoun Hwang
 Comapany NameBellevue Life Sciences Acquisition Corp.
 May 12, 2022 Page 3
 FirstName LastName
Kuk Hyoun Hwang
Bellevue Life Sciences Acquisition Corp.
May 12, 2022
Page 3
            You may contact Ameen Hamady at 202-551-3891 or Jennifer Monick at 202-551-3295
if you have questions regarding comments on the financial statements and related
matters.  Please contact Stacie Gorman at 202-551-3585 or Pam Howell at 202-551-3357 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Gary J. Kocher

CORRESP
1
filename1.htm

CORRESP

 [KLG SEATTLE LETTERHEAD]

April 29, 2022

 VIA EDGAR CORRESPONDENCE

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Real Estate & Construction

 100 F
Street N.E.

 Washington, D.C. 20549

 Attn: Ameen Hamady

Re:
 Bellevue Life Sciences Acquisition Corp.

Draft Registration Statement on Form S-1

Submitted November 5, 2021

CIK 0001840425

 Dear Mr. Hamady:

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 Securities and Exchange Commission (the “Staff”) on December 2, 2021 with respect to the Company’s Draft Registration Statement on Form S-1 (CIK 0001840425) (the
“Draft Registration Statement”). Simultaneously with the filing of this letter, the Company is submitting by EDGAR the Registration Statement (the “Registration Statement”) that includes responsive changes to the Staff’s
comments as noted below. The bold type below is the Staff’s comments and the regular type constitutes the Company’s responses thereto.

General

1.
 We note that the warrants are exercisable 30 days after the consummation of the initial business combination.
Since the warrants may be exercisable within one year, please include in the registration statement the common stock underlying the warrants. See Compliance and Disclosure Interpretations Securities Act Sections Question 103.04.

This
 will confirm that the Registration Statement includes registration of the common stock underlying the warrants.

2.
 We note the exclusive forum provision in the warrant certificate and warrant agreement. Please provide clear
disclosure of this provision in the prospectus.

 This will confirm that the Registration Statement includes clear
disclosure describing the exclusive forum provision in the warrant and warrant agreement. Please see pages 50 and 140-141 in the Registration Statement.

Index to Financial Statements, page F-1

3.
 We note you included financial statements as of and for the nine months ended September 30, 2021 in your
amended filing. Please further revise your filing to include the corresponding period of the preceding fiscal year for the Statements of Operations, Statements of Changes in Stockholder’s Equity (Deficiency), and Statements of Cash Flows.
Please refer to Rule 3-02 and Rule 3-04 of Regulation S-X.

This will confirm that the Registration Statement includes the Company’s financial statements for the year-ended December 31, 2020
and 2021 in accordance with Rule 3-02 and Rule 3-04 of Regulation S-X.

 U.S. Securities and Exchange Commission

April 29, 2022

 Page 2

 We appreciate your time and attention to the Company’s responses to the Staff’s
comments. 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

United States securities and exchange commission logo
December 2, 2021
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.
Amended Draft Registration Statements on Form S-1
Submitted November 5, 2021 and November 16, 2021
CIK 0001840425
Dear Mr. Hwang:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            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 our comments apply 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 these comments 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-1 submitted November 5, 2021
General
1.We note that the warrants are exercisable 30 days after the consummation of the initial
business combination.  Since the warrants may be exercisable within one year, please
include in the registration statement the common stock underlying the warrants.  See
Compliance and Disclosure Interpretations Securities Act Sections Question 103.04.
2.We note the exclusive forum provision in the warrant certificate and warrant agreement.
Please provide clear disclosure of this provision in the prospectus.

 FirstName LastNameKuk Hyoun Hwang
 Comapany NameBellevue Life Sciences Acquisition Corp.
 December 2, 2021 Page 2
 FirstName LastName
Kuk Hyoun Hwang
Bellevue Life Sciences Acquisition Corp.
December 2, 2021
Page 2
Index to Financial Statements, page F-1
3.We note you included financial statements as of and for the nine months ended September
30, 2021 in your amended filing.  Please further revise your filing to include the
corresponding period of the preceding fiscal year for the Statements of Operations,
Statements of Changes in Stockholder's Equity (Deficiency), and Statements of Cash
Flows.  Please refer to Rule 3-02 and Rule 3-04 of Regulation S-X.
            You may contact Ameen Hamady at 202-551-3891 or Jennifer Monick at 202-551-3295
if you have questions regarding comments on the financial statements and related
matters.  Please contact Pam Howell at 202-551-3357 or David Link at 202-551-3356 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Gary J. Kocher

United States securities and exchange commission logo
April 8, 2021
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.
Draft Registration Statement on Form S-1
Submitted March 12, 2021
CIK 0001840425
Dear Mr. Hwang:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            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 our comments apply 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 these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
DRS Form S-1 submitted March 12, 2021
General
1.We note the disclosure on page 8 that OSR Fund, an affiliate of the sponsor has agreed to
purchase at least 1 million units in this offering.  So that investors will be able to
understand the minimum amount of your shares that will enter the public market through
sales to the public, as opposed to the existing stockholders, please disclose whether there
is a ceiling on the amount that may be purchased by OSR Fund and quantify any ceiling.
If not, please disclose the potential material impact on the public investors.  In addition,
consider adding risk factor disclosure.

 FirstName LastNameKuk Hyoun Hwang
 Comapany NameBellevue Life Sciences Acquisition Corp.
 April 8, 2021 Page 2
 FirstName LastName
Kuk Hyoun Hwang
Bellevue Life Sciences Acquisition Corp.
April 8, 2021
Page 2
Risk Factors, page 27
2.Please revise to organize the risk factors under relevant headings, as required by Item
105(a) of Regulation S-K.
Principal Stockholders, page 124
3.Please revise the amount held by your sponsor after the offering to include the common
stock that are part of the 250,000 units the sponsor will purchase in a private placement
concurrent with the initial public offering.  In addition, please clearly disclose the
person(s) with voting and dispositive control over OSR Fund.
            You may contact Ameen Hamady at 202-551-3891 or Jennifer Monick at 202-551-
3295 if you have questions regarding comments on the financial statements and related
matters.  Please contact Pam Howell at 202-551-3357 or David Link at 202-551-3356 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Gary J. Kocher