Business Combination Timeline - 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[115]. - The Company has the authority to further extend the business combination deadline by depositing $60,000 into the Trust Account on specified dates[115]. - If the company fails to complete a business combination by November 14, 2024, it will cease operations and liquidate[141]. Business Combination Agreement - The Company entered into a Business Combination Agreement with OSR Holdings Co. Ltd. on November 16, 2023, with a reduction in the Aggregate Consideration from 25,033,961 shares to 24,461,214 shares[119]. - The Aggregate Consideration Value was reduced from $250,339,610 to $244,612,136 in the Amended and Restated Business Combination Agreement[120]. - The A&R BCA includes exclusivity provisions preventing engagement in any Alternative Transaction until the Closing[124]. - The Company must meet customary closing conditions, including stockholder approval and regulatory filings, before the Business Combination can be completed[122]. Financial Performance - For the three months ended June 30, 2024, the company reported a net loss of $97,295, compared to a net income of $301,464 for the same period in 2023[131]. - 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 in the same period of 2023[132]. - As of June 30, 2024, the company had $119,116 in its operating bank account and a working capital deficit of $3,251,300[137]. - The company generated non-operating income of $465,505 from investments held in the Trust Account for the three months ended June 30, 2024[131]. - The net proceeds from the IPO and Private Placement Units amounted to $70,610,000, with $70,207,500 placed in the Trust Account[135]. - The company has incurred deferred legal fees of approximately $864,813, payable upon consummation of a business combination[144]. - The company has no long-term debt or off-balance sheet arrangements as of June 30, 2024[142]. Shareholder Actions - 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[117]. - 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[118]. - The company must demonstrate a minimum of 300 public holders by August 13, 2024, to regain compliance with Nasdaq's listing requirements[127]. Cash Management - The Minimum Available Cash Condition for the Closing is set at $5,000,001, which includes cash in the Trust Account and other cash equivalents[123]. - The Company deposited $180,000 into the Trust Account on November 13, 2023, as part of the extension agreement[115]. - The company intends to use substantially all funds in the Trust Account to complete its initial business combination[136].
Bellevue Life Sciences Acquisition Corp.(BLACU) - 2024 Q2 - Quarterly Report