the Registration Statement and the proxy statement/prospectus, without charge, once available, on the SECs website at www.sec.gov, or by directing a request to the Company by contacting Jun
Chul Whang, c/o Bellevue Life Sciences Acquisition Corp., 10900 NE 4th Street, Suite 2300, Bellevue, WA 98004 or by email at group@bellevuecm.com.
Participants in the Solicitation
The
Company, OSR Holdings and their respective directors, executive officers and other members of their management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of the Companys stockholders in
connection with the proposed Business Combination. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of the Companys directors and officers in the Registration Statement and the
Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which was filed with the SEC on April 17, 2024, and its registration statement on Form S-1 for its initial public offering. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to the Companys stockholders
in connection with the proposed Business Combination is set forth in the Registration Statement. Information concerning the interests of the Companys and OSR Holdings equity holders and participants in the solicitation, which may, in
some cases, be different than those of the Companys and the OSR Holdings equity holders generally, are set forth in the Registration Statement.
Forward-Looking Statements
This Current
Report on Form 8-K includes forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The
expectations, estimates, and projections of the businesses of the Company and OSR Holdings may differ from their actual results and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as
expect, estimate, project, budget, forecast, anticipate, intend, plan, may, will, could, should,
believes, predicts, potential, continue, and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, the satisfaction
of the closing conditions to the proposed Business Combination, the timing of the completion of the proposed Business Combination and the future performance of the Company, including the anticipated impact of the proposed Business Combination on
this performance. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside of the control of the Company and
OSR Holdings and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the definitive
agreement with respect to the proposed Business Combination, (2) the outcome of any legal proceedings that may be instituted against the parties in connection with the proposed Business Combination; (3) the inability to complete the
proposed Business Combination, including due to failure to obtain approval of the stockholders of the Company or the failure of any other conditions to closing; (4) the impact
of the COVID-19 pandemic (or any other global health disruption) on (x) the parties ability to consummate the proposed Business Combination and (y) the business of OSR
Holdings and the surviving company; (5) the receipt of an unsolicited offer from another party for an alternative business transaction that could interfere with the proposed Business Combination; (6) the inability to obtain or maintain the
listing of the surviving companys common stock on Nasdaq or any other national stock exchange following the proposed Business Combination; (7) the risk that the consummation of the proposed Business Combination disrupts the current plans
and operations of OSR Holdings; (8) the ability to recognize the anticipated benefits of the proposed Business Combination, which may be affected by, among other things, competition, the ability of the surviving company to continue to raise
additional capital to finance operations and to retain its key employees; (9) costs related to the proposed Business Combination; (10) changes in applicable laws or regulations; (11) the demand for the Companys and the surviving
companys technologies, products or product candidates together with the possibility that the Company and/or the surviving company may be adversely affected by other economic, business, and/or competitive factors; (12) risks and
uncertainties related to OSR Holdings business; and (13) other risks and uncertainties included in (x) the Risk Factors sections of the Registration Statement, the most recent Annual Report
on Form 10-K and Quarterly Reports on Form 10-Q filed with the SEC by the Company and (y) other documents filed or to be
filed with the SEC by the Company. The foregoing list of factors is not exclusive. You should not place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company and OSR Holdings do not undertake or accept
any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in their expectations or any change in events, conditions, or circumstances on which any such statement is based.
No Offer or Solicitation
This Current
Report on Form 8-K shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the proposed Business Combination. This Current
Report on Form 8-K shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions
in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements
of Section 10 of the Securities Act of 1933, as amended.