Bellevue Life Sciences Acquisition Corp美股招股说明书(2025-01-31版)

To the Stockholders of Bellevue Life Sciences Acquisition Corp.: You are cordially invited to attend the special meeting of Bellevue Life Sciences Acquisition Corp., aDelaware corporation (“BLAC”), at 10:00 a.m. Eastern Time, on February 13, 2025 at 10900 NE 4thStreet,Suite 2300, Bellevue, WA 98004, or at such other time, on such other date to which the meeting may beadjourned or postponed (the “Special Meeting”). At the Special Meeting, BLAC stockholders will be asked to consider and vote upon a proposal, which isreferred to herein as the “Business Combination Proposal” to approve and adopt the business combinationreflected by the Amended and Restated Business Combination Agreement dated as of May 23, 2024, asamended on December 20, 2024 (as may be amended, supplemented or otherwise modified from time to time,the “Business Combination Agreement”), copies of which are attached to the accompanying proxystatement/prospectus as Annex A and Annex B, respectively, by and among BLAC, OSR Holdings Co., Ltd., acorporation organized under the laws of the Republic of Korea (“OSR Holdings”), each stockholder of OSRHoldings that executes a Participating Stockholder Joinder thereto (each such person, a “Participating CompanyStockholder”), and each stockholder of OSR Holdings that executes a Non-Participating Stockholder Joinderthereto (each such person, a “Non-Participating Company Stockholder”, and together with the ParticipatingCompany Stockholders, the “OSR Holdings Stockholders”), and certain related documents. The ParticipatingCompany Joinder and the Non-Participating Joinder are referred to collectively as a “Joinder” to the BusinessCombination Agreement. As further described in the accompanying proxy statement/prospectus, subject to the terms and conditionsof the Business Combination Agreement, the following transactions will occur (collectively, the “BusinessCombination”): (a)On the Closing Date (as defined in the Business Combination Agreement), BLAC shall issue to theParticipating Company Stockholders up to an aggregate of 24,461,214 shares of BLAC commonstock, par value $0.0001 per share (“BLAC Common Stock”), and the Participating CompanyStockholders will transfer their respective shares of OSR Holdings’ Series A common stock, with apar value of KRW 5,000 per share (“OSR Holdings Common Stock”), to BLAC (the “ShareExchange”). The Per Share Consideration that the Participating Company Stockholders will receiveat Closing (as defined in the Business Combination Agreement) equates to $129.62. It is acondition to Closing of the Share Exchange that BLAC will acquire from the ParticipatingCompany Stockholders at least 60% of the shares of OSR Holdings Common Stock outstanding onthe Closing Date. In addition, it is expected that holders of up to an additional 28% of the shares ofOSR Holdings Common Stock will enter into Non-Participating Stockholder Joinders, givingBLAC direct ownership or rights to acquire up to 88% of the shares of OSR Holdings CommonStock on the Closing Date. BLAC expects that holders of approximately 12% of the OSR HoldingsCommon Stock will not sign any Joinder and such shares will remain outstanding and not besubject to any contractual put or call rights, or other conversion rights, with or into BLAC CommonStock. At Closing, the Non-Participating Company Stockholders will continue to hold their sharesof OSR Holdings Common Stock subject to the terms of the Non-Participating StockholderJoinders that contain put and call rights whereby the Non-Participating Company Stockholder shallhave the right to cause BLAC to purchase (the “Put Right”) and BLAC shall have the right to causethe Non-Participating Company Stockholder to sell to BLAC or its designee (the “Call Right”) allof the shares of OSR Holdings Common Stock owned and held of record by such Non-Participating Company Stockholder. These rights become exercisable on or after the earlier of (i) January 1,2026, or (ii) the date that the Non-Participating Company Stockholder is notified by BLAC of atransaction that will result in a change in control (as defined in the Non-Participating Stockholder Table of Contents Joinder) of BLAC (the “Trigger Date”). The Put Right and Call Right terminate and expire120 days after the Trigger Date. The exchange ratio is fixed under the put/call rights at the sameexchange ratio set forth in the Business Combination Agreement, and there is no option for cashsettlement. (b)In connection with the Closing, BLAC and certain of the Participating Company Stockholders willenter into lock-up agreements (the “Lock-Up Agreements”) providing for certain restrictions ontransfer applicable to New OSR Holdings Common Stock (the “Lock-Up Shares”). Approximatelyhalf of the shares of New OSR Holdings Common Stock issued to Participating CompanyStockholders will not be subject to a Lock-Up Agreement. The lock-up period under the Lock-UpAgreements will expire December 31, 2025. Upon completion of the Business Combination, B