IPO and Financing - The Company completed its IPO on February 14, 2023, raising gross proceeds of $60 million from the sale of 6,000,000 units at $10.00 per unit[14] - The underwriters exercised the Over-Allotment Option, purchasing an additional 900,000 units, generating an additional $9 million in gross proceeds[15] - Transaction costs for the IPO totaled $2,721,126, including $1,380,000 in underwriting discounts[16] - Following the IPO, approximately $70,207,500 was placed in a Trust Account, which is invested in U.S. government securities[16] - The anticipated $20 million PIPE transaction with Toonon was canceled, impacting the Company's cash position at the time of the Business Combination[28] - The Company has entered into agreements for alternative financing, but there is no guarantee these will be sufficient to meet financial obligations[28] Business Combination - The Company entered into a Business Combination Agreement with OSR on November 16, 2023, to facilitate a share exchange[18] - The Business Combination with OSR was completed on February 14, 2025, resulting in a name change to the Company, Inc. and a change in trading symbols[20] Financial Challenges and Risks - The Company may face claims from creditors due to insolvency at the time of the Business Combination, which could lead to bankruptcy proceedings[28] - The Company is now a controlled company under Nasdaq Listing Rules, which may limit stockholder protections[28] - The company may incur significant operating losses for the foreseeable future and may never achieve or maintain profitability[30] - Substantial additional capital will be required to finance operations, and failure to raise such capital could delay or eliminate research and development programs[30] - The management team has limited experience managing and operating a U.S. public company[30] - The company's limited operating history and early-stage development programs create uncertainties in executing its business model[30] - The investment strategy relies on assumptions that may not be realized, impacting future growth[30] Operational and Market Challenges - There is currently no marketing and sales organization for pharmaceutical products, which may hinder revenue generation[30] - The company's subsidiaries are developing oral immunotherapies and biologics, but these programs are in early stages of development[30] - Outsourcing of discovery, clinical development, and manufacturing functions poses significant risks that could adversely affect business operations[30] - The company faces challenges in obtaining and maintaining patent and intellectual property protection, which is critical for competitive positioning[30] - Economic conditions in South Korea could materially and adversely affect current business and future growth[30]
Bellevue Life Sciences Acquisition Corp.(BLACU) - 2024 Q4 - Annual Report