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, with an Aggregate Consideration reduced from 25,033,961 shares to 24,461,214 shares[139][140]. - The Aggregate Consideration Value was decreased from $250,339,610 to $244,612,136 in the Amended and Restated Business Combination Agreement[140]. - 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[142]. - The Company deposited $180,000 into the Trust Account on November 13, 2023, as part of the extension agreement[134]. - The Company has the authority to further extend the business combination deadline by depositing $60,000 into the Trust Account by specified dates[134]. - The A&R BCA includes exclusivity provisions preventing OSR Holdings from engaging in alternative transactions during the agreement period[143]. - 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, down from a net income of $489,952 for the same period in 2023[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 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 in the Trust Account to complete its initial business combination, with an estimated annual franchise tax obligation of $200,000[164]. Capital Structure - The company issued 222,222 shares of Series A Preferred Stock at $90.00 per share, raising a total of $20,000,000 through a PIPE Investment[147]. - The Series A Preferred Stock is convertible into common stock at an initial conversion price of $9.00, allowing for conversion into 10 shares of common stock per preferred share[147]. Compliance and Regulatory Matters - The company regained compliance with Nasdaq Listing Rules on June 23, 2024, after addressing issues related to board composition[151]. - 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]. Working Capital and Financial Position - 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]. - 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]. - Chardan is entitled to a deferred underwriting commission of $2,070,000, which will be waived if the initial business combination is not completed[173]. - The Company has incurred deferred legal fees of approximately $1,068,261, payable upon consummation of a business combination[173]. - The Company has no off-balance sheet arrangements as of September 30, 2024[171]. Internal Controls - Management identified material weaknesses in internal control over financial reporting as of September 30, 2024[177]. - The Company does not expect to seek loans from parties other than its Sponsor, officers, and directors or their affiliates[166]. - There were no changes in the Company's internal control over financial reporting during the three months ended September 30, 2024[178].
Bellevue Life Sciences Acquisition Corp.(BLACU) - 2024 Q3 - Quarterly Report