Financial Performance - For the three months ended March 31, 2023, the company reported a net income of $110,305, compared to a net loss of $126 for the same period in 2022[102]. - The company generated non-operating income of $417,728 from investments held in the Trust Account[102]. Capital Structure - 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[104]. - As of March 31, 2023, the company had $348,802 in its operating bank account and working capital of $26,443[107]. - The company has no long-term debt or off-balance sheet arrangements as of March 31, 2023[111]. Future Obligations and Risks - The company expects to incur significant costs in pursuit of financing and acquisition plans following the initial public offering[103]. - The company has a contractual obligation to pay an affiliate of its Sponsor a monthly fee of $7,500 for office space and administrative support[113]. - The company will cease operations and liquidate if it cannot complete a business combination by November 14, 2023[110]. - The company estimates its annual franchise tax obligations to be $200,000, which may be paid from funds held outside the trust account[105]. - The company may require additional funding through loans from its Sponsor or affiliates to meet working capital needs[108].

Financial Performance - The company reported a net loss of $35,388 for the year ended December 31, 2022, compared to a net loss of $3,308 for the year ended December 31, 2021, indicating a significant increase in operating costs [159]. Liquidity and Capital Structure - As of December 31, 2022, the company had $124,501 in its operating bank account and a working capital deficit of $1,138,861, raising concerns about its liquidity [164]. - The net proceeds from the initial public offering and the sale of Private Placement Units amounted to $70,610,000, with $70,207,500 placed in the Trust Account for future business combinations [162]. - The company has no off-balance sheet arrangements or long-term debt obligations as of December 31, 2022 [168]. Business Operations and Obligations - The company expects to incur significant costs related to being a public company, including legal and financial reporting expenses, as well as due diligence costs for potential business combinations [158]. - The company has a contractual obligation to pay an affiliate of its Sponsor a monthly fee of $7,500 for office space and administrative support, starting from February 9, 2023 [169]. - The company has incurred legal fees of $100,000 related to its initial public offering, which will only be payable upon consummation of a business combination [170]. Future Prospects and Risks - If the company fails to complete a business combination by November 14, 2023, it will cease operations and liquidate, raising substantial doubt about its ability to continue as a going concern [167]. - The company intends to use substantially all funds in the Trust Account to complete its initial business combination, with the possibility of withdrawing interest to pay taxes [163]. - The company anticipates that interest earned on the Trust Account will be sufficient to cover its annual franchise tax obligations of $200,000 [163].

Table of Contents 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) (Primary Standard Industrial Classification Code Number) Delaware 6770 84 ...