Business Combination and Liquidation Risks - The company must complete its initial business combination by May 14, 2024, or it will cease operations and liquidate, potentially returning public stockholders approximately $10.175 per share[143]. - If the initial business combination is not completed within the required timeframe, public stockholders may have to wait more than 15 months for distributions from the Trust Account[141]. - The company may not be able to find a suitable target business within the prescribed timeframe, which could undermine its ability to complete a business combination[145]. - If too many public stockholders exercise their redemption rights, the company may not meet closing conditions for a business combination, potentially leading to abandonment of the transaction[175]. - If the initial business combination is not completed, public stockholders may receive approximately $10.175 per share upon liquidation of the Trust Account[202]. - The company intends to redeem public shares as soon as possible following the closing of its IPO if the initial business combination is not completed[223]. - A 1% U.S. federal excise tax may be imposed on share redemptions in connection with an initial business combination[203]. - If the company liquidates, warrants and rights would expire worthless, resulting in a loss of potential investment opportunity[211]. Financial Reporting and Internal Controls - The company has identified material weaknesses in its internal control over financial reporting as of December 31, 2023, which could adversely affect investor confidence and business operations[147]. - The company may face litigation or disputes arising from the identified material weaknesses in its internal control over financial reporting[152]. - The company is evaluating its Board composition to regain compliance with Nasdaq's audit committee requirements[218]. - There are no changes or disagreements with accountants regarding accounting and financial disclosure[260]. Compliance and Regulatory Issues - The company is currently not in compliance with Nasdaq continued listing requirements and has until June 21, 2024, to regain compliance[218]. - On February 15, 2024, the company received a notice from Nasdaq indicating non-compliance with the Minimum Public Holders Rule, requiring at least 300 public holders[219]. - The company may not hold an annual meeting of stockholders until after the initial business combination, potentially leading to non-compliance with Section 211(b) of the DGCL[227]. - The SEC's 2024 SPAC Rules may increase costs and time needed to complete a business combination, potentially leading to earlier liquidation of the Trust Account[186][188]. Financial Position and Resources - The company has incurred and expects to incur significant costs associated with the initial business combination, which will reduce available cash for other corporate purposes if the combination is not completed[161]. - The company has limited funds available for operations and may depend on loans from its Sponsor or management team to fund its search for a target business[157]. - A decline in interest rates could limit available funds for business combination searches, as the company relies on interest earned from the Trust Account[198]. - The company must maintain net tangible assets of at least $5,000,001 to proceed with redemptions and business combinations[175]. - The ability of public stockholders to redeem shares may reduce the public float of common stock, complicating the maintenance of listings on national securities exchanges[185]. - The company expects intense competition for potential acquisitions due to limited financial resources compared to well-established competitors[202]. Geopolitical and External Factors - The ongoing geopolitical conflicts, including the Russia-Ukraine conflict, may adversely affect the company's search for a business combination and overall financial position[155]. - The company may face delays in completing an initial business combination due to potential CFIUS review, which could limit transaction opportunities[210].
Bellevue Life Sciences Acquisition Corp.(BLACU) - 2023 Q4 - Annual Report