Bellevue Life Sciences Acquisition Corp.

ITEM1A.

RISK FACTORS

In addition to the risk factors set forth below and the other information set forth in this report, you should carefully consider the factors discussed under Part I, Item 1A, Risk Factors in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the SEC on April 17, 2024 (or 2023 Annual Report), in our prospectus dated February 9, 2023 (IPO Prospectus), and in the other reports we file with the SEC before making a decision to invest in our securities. These factors could materially adversely affect our business, financial condition, liquidity, results of operations and capital position, and could cause our actual results to differ materially from our historical results or the results contemplated by the forward-looking statements contained in this report or we could face liquidation. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. The risks and uncertainties described in our 2023 Annual Report, IPO Prospectus, and other reports we filed with the SEC and below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business, financial condition and operating results. Except as disclosed below, there have been no material changes to the risk factors described in Part I, Item 1A, Risk Factors, included in our 2023 Annual Report.

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As We a result of the stockholder redemptionsre currently not in connectionmpliance with the May Special MeeNasdaq continued listing, Kuk Hyoun Hwang, throu requirements. A high his ownership andnumber of redemptions control over the Sponsor and affiuld impact our ability to regain compliated entities, currently possesses beneficial ownership of andnce with Nasdaqs listing requirements. If we are unable to regain controlling voting powermpliance with respect to, a majority of oNasdaqs listing requirements, our outstandingsecurities common stockuld be delisted, which will limit public stockholders influence on corporatecould affect our securities matters. Adrket price and liquiditionally, Mr. Hwang has agreed to vote in favor ofy.

On February 15, 2024, we received a written notice (the Notice) from the initial business combinNasdaq Listing Qualification with OSR Holdings Co., Ltd., regardless of how public stockholders vote.

As a result of the stocks Department indicating that we were not in compliance with Nasdaq Listing Rule 5550(a)(3), which requires us to have at least 300 public holder redemptions in s for connectitinued listing on with the May Specithe Nasdaq Capital Meeting, Mr. Hwang is entitled to vote an aggregate of approximately 50.4% of our common stock, which represents a majorityarket (the Minimum Public Holders Rule). The Notice is only a notification of deficiency, not of outstandimminent delisting shares of common stock. As such, Mr. Hwang has , and has no current effect on the abi

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lity to controlsting or trading of our affairs throughsecurities on the election and removal of tNasdaq Capital Market. The entire Board and all other matters requiring stockhCompany submitted a plan to regain compliance with the Minimum Public Holder approval, including a future business combination, merger or consolidation, or a sale of all or substs Rule to Nasdaq on April 1, 2024. On April 17, 2024, the Company received written notice from Nasdaq grantially all of our assets. This concentratedng an extension to August 13, 2024 to regain control limitsmpliance with the influence of our puMinimum Public stockhoHolder on corporate matters and could discourage os Rule (the Compliance Period). On August 20, 2024, thers from initiating any such potential merger, consolidation or sale or o Company received written notice (ther change-of- Secontrol transactiond Notice) from Nasdaq stating that may otherwise be beneficial to our stockholders. Furthermore, this concentrated controlthe Company has not regained compliance with the Minimum Public Holders Rule will limitthin the practical effect of stockholders participation in corporate matters,Compliance Period. In accordance with through stockholder votes and oe Second Notice, therwise.

In addition, Mr. Hwang has agreed to vote his shares in favor of  Company timely requested a hearing before the initial business combination with OSR Holdings Co., Ltd. These shares areHearings Panel (the Panel), which automatically stayed any sufficient to approve the initial business combinaspension or delisting action and all oof ther proposals being presented at the relevant meeting. Accordingly, when we present Companys securities and was held on October 1, 2024. On October 4, 2024, the Panel granted the initial business to our stockholdersCompanys request for a vote, we expect to be ablecontinued listing on the Nasdaq, subject to obtain tthe necessary stockholder approval frequirement that on or such business combination and obefore February 17, 2025, ther proposals, even if our public stockholders vote against Company shall demonstrate compliance with Listing Rule 5505, and the business combinaat during the exception and such proposals.

If we seek stockholder appperiod, the Company shall proval of our initial business combination, oide prompt notification of any significant events that occur Sponsor, officers and dirduring this time that may affectors and Chardan have agreed to vote in favor of such initi the Companys compliance with Nasdaq requirements.

The redemptions resulting from the Annual business combination, regardlessMeeting of how our other public Companys stockholders vote.

Pursuant to the lettheld on November 12, 2024, has further agreement, our sponsor, officreduced the number of public holders and directors have agreed may impact our ability to vote their founder shares anadhere to our proposed placement shares, as well as any pn or regain with the Minimum Public shares purchased during or after our IPO (includingHolders Rule.

If we are deemed to be an in open market and privately negotiated transavestment company under Sections), in favor 3(a)(1)(A) of our initial business combination. In addition, Chardan has agreed to vote all equity participation shares as well as any public shares purchased during or afterthe Investment Company Act of 1940 (the Investment Company Act), our activities would be severely restricted.

The funds in the trust account have, since our IPO (including, been held only in open market and privately negotiated transactU.S. government treasury obligations) in favor with a maturity of our initial busin185 days or less combination. Ouor initial stockholders, officers, directors and Chardan own shares represen money market funds investing approximatsolely 53.3% of our outstin U.S. government treasury obligations and meeting shares of common stock. As a result, we will not needcertain conditions under Rule 2a-7 under the affirmative vote of Investment Company shares of common stock held by public stockholders in orderAct, and we may be deemed to approvbe an initial businessvestment combination.

We are currently not in compliance with the Nasdaq continued listing requirepany. The longer that the funds in the trust account are held in short-term U.S. governments. If we are unable to rega treasury obligations or in compliance with Nasdaqs listing requirements, ourmoney market funds invested exclusively in such securities could be delisted, which could affect our securities market price and liquidity.

On February 15, 2024, we receive, the greater the risk that we may be considered a written notice (the Notice) from the Nasdaq Listing Qualifications Department indicating that we were not in cn unregistered investment company under Section 3(a)(1)(A) of the Investment Compliance with Nasdaq Listing Rule 5550(a)(3), whichany Act, in which case we may be requires us d to have at least 300 public holders for continued listing onliquidate the Company. The risk of being deemed subject to the Nasdaq Capital Market (the Minimum Public Holders Rule). TInvestment Company Act may increase the Notice is only a notification of deficiency, not of imminent delistinglonger the Company holds securities, and has no current effect onalso may increase to the listing or trading of our securities oextent the funds in the Nasdaq Capital Market. We submitted a plan to regain compliance with the Minimum Public Holders Rule to Nasdaq on April 1, 2024. On April 17, 2024, trust account are not held in cash. Accordingly, we received written notice that the staff of Nasdaq dmay determined, based on its review of our compliance plan, in our discretion, to gtrant an extension of time to regain compliance with the Minimum Public Holders Requirement. Tsfer the investments held in the terms of the extension are as follows: on or before August 13, 2024, we mrust account at any time and instead hold all funds in the trust file with Nasdaq documentation from its transfer agent, or an independent source, demonstratingaccount in interest-bearing accounts, which would further reduce that its common stock has a minimum of 300 e dollar amount our public stockholders. In the event we do not satisfy the terms, the Nasdaq staff will provide written notific would receive upon any redemption or liquidation that our securities will bof the Company.

If we are delisted. At that time, we may appealemed to be an investment company under the determination to a Listing Qualifications Panel.

We are a controlled company within the meaning of the Nasdaq rules and, as a result, we qualify for exemptions from certainInvestment Company Act, our activities would be severely restricted. In addition, we would be subject to burdensome corporate governanmpliance requirements.

As a result of the stockholder redemptions in connecWe do not believe that our principal activities will subject us to regulation with the May Special Meeting, our current Chief Executive Officer and member of our Board of Directors, Mr. Kuk Hyoun Hwang, is entitledas an investment company under the Investment Company Act. However, if we are deemed to be an investment company and subject to vote an aggcompliance with and regate of approximately 50.4% of our common stockulation under the Investment Company Act, which represents a majority of our outste would be subject to additional regulatory burdens anding shar expenses of common stockfor which we have not allotted funds. As a result, unless we are considered a controlled company within the meaning ofable to modify our activities so the Nasdaq corporate governance standards. Under the Nasdaq corporate governance standards, a at we would not be deemed an investment company of which more than 50% of the voting power is held by , we may abandon our efforts to complete an individual, group or anotheritial business company is a controlled companybination and may elect not to comply with certain corporate governancinstead liquidate the Company. If we are requirements, including the requirementsd to liquidate, our stockholders will miss that:

We do not intendopportunity to utilize these exemptionsbenefit from and intend tovestment in a target comply withany and the corporate governance requirementsappreciation in value of the Nasdaq, subjecsuch investment to applicable phase-in rules. Howeverhrough an initial business combination. Additionally, if we determine in the futureare required to utilize some or aliquidate, there will of these exebe no redemptions, our stockholder rights or liquidating distributions will not have the same protth respections afforded  to stockholders of companies that are subject to aour warrants and rights, which will of the Nasdaq corporate governance requirementsexpire worthless in the event of our winding up.

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