Business Combination - 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[134]. - The Company entered into a Business Combination Agreement with OSR Holdings on November 16, 2023, which includes a share exchange for the participating stockholders[139]. - The Aggregate Consideration for the business combination was reduced from 25,033,961 shares to 24,461,214 shares, and the Aggregate Consideration Value decreased from $250,339,610 to $244,612,136[140]. - The Minimum Available Cash Condition for the closing of the business combination is set at $5,000,001, which includes cash in the Trust Account and other cash equivalents[142]. - The A&R BCA includes exclusivity provisions preventing OSR Holdings from engaging in alternative transactions during the agreement period[143]. - The stockholders approved the removal of the net tangible asset requirement to avoid being subject to "penny stock" rules[138]. - The Company has the authority to further extend the business combination deadline by depositing $60,000 for each subsequent month until the second extended date[134]. - If the Company is unable to complete a Business Combination by February 14, 2025, it will cease all operations except for the purpose of liquidating[170]. Financial Performance - For the three months ended September 30, 2024, the company reported a net loss of $230,961, compared to a net income of $78,183 for the same period in 2023[159]. - For the nine months ended September 30, 2024, the company had a net loss of $388,686, while for the same period in 2023, it reported a net income of $489,952[160]. - The company generated non-operating income of $269,204 from investments held in the Trust Account for the three months ended September 30, 2024[159]. - The company has incurred general and administrative expenses of $454,132 for the three months ended September 30, 2024[159]. - As of September 30, 2024, the Company had $12,236 in its operating bank account and a working capital deficit of $3,901,465[165]. - The Company believes it will not have sufficient working capital to meet its needs through the earlier of the consummation of an initial business combination or February 14, 2025[167]. Trust Account and IPO - 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[136]. - The net proceeds from the IPO, after deducting offering expenses and underwriting commissions, amounted to $70,610,000, with $70,207,500 placed in the Trust Account[163]. - The company intends to use substantially all funds held in the Trust Account to complete its initial business combination[164]. - The Company deposited $180,000 into the Trust Account on November 13, 2023, as part of the extension agreement[134]. - At 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[137]. Debt and Obligations - The Company has no long-term debt or capital lease obligations, but incurs a monthly fee of $7,500 to an affiliate of its Sponsor for office space and administrative support[172]. - The Company issued unsecured promissory notes totaling $1,250,000 to the Sponsor, with repayment due by December 31, 2024, or upon consummation of an initial business combination[155]. - Chardan is entitled to a deferred underwriting commission of $2,070,000, which will be waived if the Company does not complete an initial business combination[173]. - The Company has incurred deferred legal fees of approximately $1,068,261, payable upon consummation of its initial business combination[173]. Compliance and Internal Control - The company received a notification from Nasdaq regarding non-compliance with the Minimum Public Holders Requirement, but was granted an extension until August 13, 2024, to demonstrate compliance[153]. - The Company has identified material weaknesses in its internal control over financial reporting as of September 30, 2024[177]. - There were no changes in the Company's internal control over financial reporting during the three months ended September 30, 2024[178]. - The Company is not currently subject to any material legal proceedings[180]. Preferred Stock - The company issued 222,222 shares of Series A Preferred Stock at $90.00 per share, raising an aggregate of $20,000,000 through a PIPE Investment[147]. - The Series A Preferred Stock has a dividend rate of 5% per annum and is convertible into common stock at an initial conversion price of $9.00[147].
Bellevue Life Sciences Acquisition (BLAC) - 2024 Q3 - Quarterly Report