Business Combination Details - The Company extended the deadline for completing a business combination from November 14, 2023, to February 14, 2024, with a potential further extension to May 14, 2024[99]. - The Company entered into a Business Combination Agreement with OSR Holdings Co. Ltd. on November 16, 2023, with a reduction in Aggregate Consideration from 25,033,961 shares to 24,461,214 shares[103][104]. - The Aggregate Consideration Value was reduced from $250,339,610 to $244,612,136 in the Amended and Restated Business Combination Agreement[104]. - The minimum available cash condition for the closing of the transaction is set at $5,000,001, which includes cash in the Trust Account and other cash equivalents[107]. - The Company deposited $180,000 into the Trust Account on November 13, 2023, as part of the extension agreement[99]. - The A&R BCA includes exclusivity provisions preventing OSR Holdings from engaging in alternative transactions during the agreement period[108]. - The Business Combination is subject to customary closing conditions, including stockholder approval and regulatory filings[106]. - The Company has the authority to further extend the business combination deadline by depositing $60,000 into the Trust Account by specified dates[99]. Financial Performance - The Company reported a net loss of $97,295 for the three months ended June 30, 2024, compared to a net income of $301,464 for the same period in 2023[115]. - For the six months ended June 30, 2024, the Company had a net loss of $157,725, down from a net income of $411,769 for the same period in 2023[115]. - As of June 30, 2024, the Company had $119,116 in its operating bank account and a working capital deficit of $3,251,300[120]. - The Company issued unsecured promissory notes totaling $1,250,000 on April 8 and April 17, 2024, and an additional $140,000 on May 14, 2024[113]. - The net proceeds from the IPO and Private Placement Units amounted to $70,610,000, with $70,207,500 placed in the Trust Account[118]. - The Company has incurred deferred legal fees of approximately $864,813, payable upon consummation of an initial business combination[126]. - The Company expects to incur significant costs related to being a public company and searching for an initial business combination[114]. - The Company has no off-balance sheet arrangements or long-term debt obligations as of June 30, 2024[125]. Redemption and Compliance - A total of 3,432,046 shares were tendered for redemption at approximately $10.49 per share, resulting in an aggregate redemption amount of $35,995,728, leaving $36,372,335 in the Trust Account[101]. - Following the May Special Meeting, 1,581,733 shares were tendered for redemption at approximately $10.78 per share, totaling $17,045,763, leaving $20,327,120 in the Trust Account[102]. - The Company must demonstrate a minimum of 300 public holders by August 13, 2024, to regain compliance with Nasdaq's Minimum Public Holders Requirement[111]. - If the Company fails to complete a business combination by November 14, 2024, it will cease operations and liquidate[124].
Bellevue Life Sciences Acquisition (BLAC) - 2024 Q2 - Quarterly Report