Financial Overview - The Company raised a total of $70,207,500 from its Initial Public Offering and related transactions, which is held in a Trust Account invested in U.S. government securities[54]. - For the nine months ended September 30, 2023, the company reported a net income of $489,952, compared to a net loss of $21,136 for the same period in 2022[86]. - For the three months ended September 30, 2023, the company had a net income of $78,183, which is an improvement from a net loss of $20,022 in the same quarter of 2022[96]. - The company generated non-operating income of $1,846,529 from investments held in the Trust Account for the nine months ended September 30, 2023[86]. - As of September 30, 2023, the company had $57,955 in its operating bank account and a working capital deficit of $1,022,711[73]. - The company intends to use substantially all funds held in the trust account, estimated at $70,207,500, to complete its initial business combination[99]. Business Combination and Redemption - Public Stockholders can redeem their shares for a pro rata portion of the Trust Account, initially estimated at $10.175 per share, plus any accrued interest[55]. - The Company must have net tangible assets of at least $5,000,001 to proceed with a Business Combination, and a majority of shares must vote in favor[55]. - If a Business Combination is not completed by November 14, 2023, the Company will liquidate and redeem 100% of outstanding Public Shares[75]. - A special meeting of stockholders is scheduled for November 9, 2023, to vote on extending the deadline for completing a business combination from November 14, 2023, to February 14, 2024[81]. - The company has entered into a non-binding letter of intent for a business combination with OSR Holdings, a global healthcare holding company[79]. - The Sponsor and Initial Stockholders have agreed to waive their redemption rights concerning their shares in connection with the Business Combination[56]. Working Capital and Expenses - The Company believes it will not have sufficient working capital to meet its needs through the completion of a Business Combination or within nine months from the Initial Public Offering[74]. - The company expects to incur increased expenses due to being a public company, including legal and compliance costs[85]. - The company has a maximum estimated annual franchise tax obligation of $200,000 as a Delaware corporation[100]. Stock and Equity - As of September 30, 2023, the company has 6,900,000 shares of common stock subject to possible redemption, valued at $10.35 per share[148]. - The company sold 6,900,000 Units at a price of $10.00 per Unit during the Initial Public Offering, each consisting of one share of common stock and one redeemable warrant[143]. - As of November 6, 2023, there were 9,055,000 shares of common stock issued and outstanding[144]. - The company accounts for its common stock subject to possible redemption as temporary equity, with 6,900,000 shares presented at redemption value as of September 30, 2023[135]. - The company’s net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period[133]. Compliance and Policies - The Company adopted an insider trading policy to prevent insiders from trading during blackout periods and requires pre-clearance for trades[56]. - The company complies with ASC 340-10-S99-1 regarding offering costs, which are recorded as a reduction in equity[141]. - The estimated fair values of investments held in the Trust Account are determined using available market information[110]. - The company has not recognized any unrecognized tax benefits as of September 30, 2023, and December 31, 2022[140]. - The company has not incurred any Working Capital Loans as of December 31, 2022[117]. - The company’s promissory note was deemed repaid and settled upon the closing of the Initial Public Offering, and is no longer available as of September 30, 2023[116].

Financial Position - The net proceeds from the initial public offering and private placement amounted to $70,610,000, with $70,207,500 placed in the trust account[137]. - As of June 30, 2023, the company had a working capital deficit of $482,395 and only $1,181 in its operating bank account[138]. - The company has no long-term debt or capital lease obligations, only a monthly fee agreement[141]. - The proceeds in the trust account are invested in U.S. government treasury obligations with a maturity of 185 days or less[137]. - The company is evaluating the impact of the COVID-19 pandemic on its financial position, but the specific impact is not determinable at this time[122]. Shareholder Equity - The company is authorized to issue 100,000,000 shares of common stock with a par value of $0.0001[124]. - The company may significantly dilute the equity interest of existing investors if additional shares are issued[136]. Operational Expenses - The company incurs a monthly fee of $7,500 to an affiliate of its Sponsor for office space and administrative support, starting from March 1, 2023[141]. Business Combination - The company intends to effectuate its initial business combination using cash from the proceeds of its initial public offering and private placement units[135]. - The company has not identified any subsequent events that would require adjustment or disclosure in the financial statements[132].

Financial Performance - For the three months ended March 31, 2023, the company reported a net income of $110,305, which included income from investments of $417,728, offset by general and administrative expenses of $278,102 and income tax provision of $29,321[54]. - The company reported a net income of $110,305 for the three months ended March 31, 2023, compared to a net loss of $126 for the same period in 2022[119]. - The weighted average shares outstanding for basic and diluted net income per share was 5,231,461, resulting in a basic and diluted net income per share of $0.02[119]. - Cash flows from operating activities resulted in a net cash outflow of $48,426 for the three months ended March 31, 2023[93]. Initial Public Offering (IPO) - The Company raised gross proceeds of $60,000,000 from its Initial Public Offering on February 14, 2023[96]. - The underwriters were entitled to an underwriting discount of $1,380,000, equal to 2% of the gross proceeds of the initial public offering[43]. - The Company sold 6,900,000 Units at a price of $10.00 per Unit during its Initial Public Offering, generating gross proceeds of $69,000,000[179]. - The net proceeds from the Initial Public Offering and private placement amounted to $70,610,000, with $70,207,500 placed in a trust account[200]. Trust Account and Investments - A total of $70,207,500 was placed in a trust account following the Initial Public Offering, invested in U.S. government securities[98]. - The Company has investments held in a Trust Account amounting to $70,625,228 as of March 31, 2023[219]. - The estimated fair values of investments held in the Trust Account are determined using available market information, with trading securities and money market funds presented at fair value[169]. Business Combination and Operations - The company intends to use substantially all funds held in the trust account to complete its initial business combination, with an estimated annual franchise tax obligation of $200,000[55]. - The Company must complete one or more initial Business Combinations with an aggregate fair market value of at least 80% of the assets held in the Trust Account[126]. - Public Stockholders will have the opportunity to redeem their shares for a pro rata portion of the amount in the Trust Account, initially anticipated to be $10.175 per share[128]. - The Company has not commenced any operations and will not generate operating revenues until after completing a Business Combination[124]. Financial Position and Liabilities - Total current liabilities as of March 31, 2023, amount to $403,432, compared to $1,263,362 in the previous period[79]. - The total stockholders' deficit as of March 31, 2023, is $(1,830,236), compared to $(37,508) at the end of the previous period[90]. - The Company has no obligations, assets, or liabilities considered off-balance sheet arrangements as of March 31, 2023[57]. - The Company has no long-term debt or significant liabilities other than the aforementioned monthly fees[203]. Going Concern and Liquidity - If the company is unable to complete a business combination by November 14, 2023, it will cease operations except for liquidation purposes, raising substantial doubt about its ability to continue as a going concern[32]. - The Company has substantial doubt about its ability to continue as a going concern due to insufficient working capital to meet needs through the earlier of the consummation of an initial Business Combination or nine months from the Initial Public Offering[165]. - Management believes the Company will not have sufficient working capital to meet its needs through the earlier of the consummation of an initial business combination or nine months from the initial public offering[226]. - The Company may need to fund further operating capital through loans from its Sponsor due to limited working capital received from the private placement[226]. Costs and Expenses - The Company incurred offering costs of $1,447,273 during the financing activities[93]. - The Company incurred legal fees of $100,000 related to its initial public offering, payable upon consummation of a business combination[58]. - The Company will incur monthly fees of $7,500 for office space and administrative support until the completion of its initial business combination or liquidation[203]. Shareholder Information - The Company has a total of 100,000,000 shares of Common Stock authorized for issuance[159]. - The Company is authorized to issue 1,000,000 shares of preferred stock, but none were issued or outstanding as of March 31, 2023[190]. - The exercise price for the warrants is set at $11.50 per share, expiring five years after the completion of a Business Combination[160]. - The warrants will be redeemable if the Common Stock price exceeds $16.50 per share for a specified period[216]. Regulatory and Compliance - The Company is classified as an "emerging growth company" and may take advantage of certain exemptions from various reporting requirements[107]. - The Company has adopted an insider trading policy to regulate trading activities by insiders[100]. - The Company evaluated risks and uncertainties that may cause actual results to differ from forward-looking statements[221]. - The Company did not identify any subsequent events that would require adjustment or disclosure in the unaudited condensed financial statements[220].

IPO and Financial Proceeds - The company completed its initial public offering on February 14, 2023, raising gross proceeds of $60 million from the sale of 6,000,000 units at $10.00 per unit[107]. - An additional $9 million was generated from the full exercise of the over-allotment option, bringing total gross proceeds to $69 million[108]. - The total amount placed in the Trust Account after the IPO and over-allotment was $70,207,500, which is invested in U.S. government securities[123]. - Transaction costs for the IPO amounted to $2,721,126, including $1,380,000 in underwriting discounts[109]. - The company raised gross proceeds of $60,000,000 from its Initial Public Offering (IPO) on February 14, 2023, by issuing 6,000,000 units[208]. - The Company completed a private placement of 430,000 Units at a price of $10.00 per Unit, totaling $4,300,000[226]. Company Structure and Operations - As of March 24, 2023, there were 9,055,000 shares of common stock issued and outstanding[99]. - The company aims to identify a healthcare holding company with controlling interests in subsidiaries across various healthcare subsectors[112]. - The company plans to structure its initial business combination to acquire 100% or at least 50% of the equity interests or assets of the target business[131]. - The healthcare holding company will focus on acquiring and managing a diverse portfolio of companies in biopharmaceuticals, medical devices, and healthcare technologies[154]. - The management strategy for the healthcare holding company emphasizes regulatory expertise to navigate the heavily regulated healthcare industry[129]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain reporting exemptions until specific revenue or market value thresholds are met[136]. - The company intends to satisfy Nasdaq's 80% fair market value test for its initial business combination, even if its securities are not listed at that time[131]. Financial Health and Risks - The company has expressed substantial doubt about its ability to continue as a going concern, as indicated by its independent registered public accounting firm's report[86]. - The company may depend on loans from its Sponsor or management team to fund its search for a target business if net proceeds are insufficient[85]. - The company has a risk of ceasing operations if it cannot complete its initial business combination within 9 months of the IPO[84]. - The company expects to fund costs associated with its plan of dissolution from approximately $402,500 held outside the Trust Account[185]. - The company has waived its rights to liquidating distributions from the Trust Account with respect to any founder shares and placement shares if it fails to complete its initial business combination within 9 months[184]. - As of December 31, 2022, the total stockholder's deficit was $37,508,000, compared to $2,120,000 in 2021, indicating a significant increase in losses[202]. - The net loss for the year ended December 31, 2022, was $35,388,000, a substantial increase from the net loss of $3,308,000 in 2021[203]. - The company anticipates that it will not have sufficient working capital to meet its needs through the earlier of the consummation of an Initial Business Combination or nine months from the Initial Public Offering[234]. Business Combination and Due Diligence - A thorough due diligence review process will be conducted for prospective business combinations, including financial and operating data evaluations[132]. - The company aims to target businesses larger than what can be acquired with the net proceeds of its initial public offering, potentially requiring additional financing[140]. - The company may engage professional firms for business acquisitions in the future, potentially paying finder's fees based on arm's length negotiations[165]. - The company will conduct thorough due diligence on prospective business targets, including meetings with management and reviews of financial information[169]. Shareholder and Securities Information - The company announced that holders of Units may elect to separately trade shares of common stock, warrants, and rights starting March 17, 2023[124]. - Common stockholders are entitled to one vote for each share held on all matters to be voted on by stockholders[281]. - The Company will provide Public Stockholders the opportunity to redeem their shares for a pro rata portion of the Trust Account, initially anticipated to be $10.175 per share[228]. - The redemption of warrants is triggered when the price per Common Stock equals or exceeds $16.50[283]. - The Company determined that the Public Warrants and Private Placement Warrants qualify for equity accounting treatment[263]. Management and Administrative Support - The company has agreed to pay an affiliate of its Sponsor a total of $7,500 per month for office space and administrative support[166]. - The Company has agreed to pay $7,500 per month for office space and administrative support starting from the date its securities were listed on Nasdaq[259]. - Strong financial management capabilities are essential for the holding company to provide necessary support to its portfolio companies[155]. - The management team must attract and retain talented executives and scientists to lead its portfolio companies effectively[156]. Accounting and Financial Reporting - The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, with deferred tax assets deemed to be de minimis as of December 31, 2022, and 2021[268]. - The financial statements do not include adjustments that might result from uncertainties related to the Company's financial position and operations[280]. - The Company has established valuation allowances for deferred tax assets when necessary to reduce them to the amount expected to be realized[268]. - The Company plans to utilize the extended transition period under the JOBS Act to delay the adoption of certain accounting standards[162].

As filed with the U.S. Securities and Exchange Commission on January 20, 2023 Registration No. 333-264597 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 5 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Bellevue Life Sciences Acquisition Corp. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) Table of Contents (Primary Standard Industrial Classification Code Number) Delaware 6770 84 ...