BELLEVUE, Wash., May 13, 2024
/PRNewswire/ -- As previously announced, on May 10, 2024, Bellevue Life Sciences Acquisitions
Corp. (Nasdaq: BLAC) ("BLAC") convened a special meeting of
stockholders (the "Special Meeting"), adjourned the Special Meeting
without any business being conducted, and announced that the
Special Meeting will be reconvened at 9:00
a.m. Pacific time on Tuesday, May 14, 2024, at 925
Fourth Avenue, Suite 2900, Seattle,
WA 98104. At the reconvened Special Meeting, stockholders
will consider and vote upon the matters described in BLAC's
definitive proxy statement filed with the U.S. Securities and
Exchange Commission (the "SEC") on April 26,
2024 (the "Proxy Statement").
BLAC encourages stockholders to vote in favor of the proposal to
extend the date by which BLAC has to consummate a business
combination from May 14, 2024 to
November 14, 2024 (the "Extension
Amendment Proposal") at its Special Meeting. The purpose of the
Extension Amendment Proposal is to allow BLAC more time to complete
its previously announced business combination with OSR Holdings
Co., Ltd. ("OSR Holdings"), a global healthcare holding company
based in South Korea. Stockholders
are not being asked to vote on the proposed business combination at
this time.
Should BLAC not receive votes representing at least 65% of
its outstanding shares, it will need to commence the liquidation
process and stockholders will be unable to capitalize on the
potential opportunity presented by the business combination with
OSR Holdings.
Every stockholder's vote is important, regardless of the
number of shares the stockholder holds. BLAC
requests that each stockholder promptly submit its proxy votes
electronically or by telephone (if those options are available
to you) in accordance with the instructions on the enclosed proxy
card or voting instruction card.
BLAC strongly recommends that stockholders submit their
proxies electronically or by telephone by 11:59p.m. ET on May 13,
2024, the day before the Special Meeting, to ensure that
their shares will be represented at the Special
Meeting. Further instructions on how to vote stockholder
shares are in the proxy materials that were mailed to stockholders
on or about April 30, 2024 in
connection with the Special Meeting.
If stockholders have any questions or need assistance voting
their shares, please contact Advantage Proxy, BLAC's proxy
solicitor, by calling toll-free at 1-877-870-8565 or collect at
1-206-870-8565 or by email to ksmith@advantageproxy.com.
Reversal of Redemption Requests
In light of the adjournment of the Special Meeting, any
stockholder who has previously tendered its shares for redemption
and now decides that it does not want to redeem its shares, the
stockholder may still withdraw the tender. If you delivered your
shares for redemption to the transfer agent and decide prior to the
vote at the Special Meeting (now scheduled for 9:00 a.m. Pacific time on May 14, 2024) not
to redeem your public shares, you may request that the transfer
agent return the shares (physically or electronically). You may
make such request by contacting the transfer agent at:
Continental Stock Transfer & Trust
Company
1 State Street, 30th Floor,
New York, New York 10004,
Attn: SPAC Redemption Team
E-mail: spacredemptions@continentalstock.com
Forward-Looking Statements
This press release contains statements that are
forward-looking and as such are not historical facts. This
includes, without limitation, statements regarding BLAC's financial
position, business strategy and the plans and objectives of
management for future operations, including as they relate to a
business combination. These statements constitute projections,
forecasts and forward-looking statements, and are not guarantees of
performance. They involve known and unknown risks, uncertainties,
assumptions and other factors that may cause the actual results,
performance or achievements of BLAC to be materially different from
any future results, performance or achievements expressed or
implied by these statements. Such statements can be identified by
the fact that they do not relate strictly to historical or current
facts. When used in this press release, words such as "anticipate,"
"believe," "continue," "could," "estimate," "expect," "intend,"
"may," "might," "plan," "possible," "potential," "predict,"
"project," "should," "strive," "would" and similar expressions may
identify forward-looking statements, but the absence of these words
does not mean that a statement is not forward-looking. When BLAC
discusses its strategies or plans, including as they relate to a
business combination, it is making projections, forecasts or
forward-looking statements. Such statements are based on the
beliefs of, as well as assumptions made by and information
currently available to, BLAC's management. Actual results and
stockholders' value will be affected by a variety of risks and
factors, including, without limitation, international, national and
local economic conditions, merger, acquisition and business
combination risks, financing risks, geo-political risks, acts of
terror or war, and those risk factors described under "Item 1A.
Risk Factors" of BLAC's Annual Report on Form 10-K filed with the
Securities and Exchange Commission (the "SEC") on April 17, 2024, in the section titled "Risk
Factors" contained in our prospectus dated February 9, 2023,
and in other reports BLAC files with the SEC. Many of the risks and
factors that will determine these results and stockholders' value
are beyond BLAC's ability to control or predict.
All such forward-looking statements speak only as of the date of
this press release. BLAC expressly disclaims any obligation or
undertaking to release publicly any updates or revisions to any
forward-looking statements contained herein to reflect any change
in BLAC's expectations with regard thereto or any change in events,
conditions or circumstances on which any such statement is based.
All subsequent written or oral forward-looking statements
attributable to us or persons acting on BLAC's behalf are qualified
in their entirety by this "Forward-Looking Statements" section.
No Offer or Solicitation
This press release 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 press
release 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.
Participants in the Solicitation
BLAC and its directors, executive officers, other members of
management and employees, under SEC rules, may be deemed to be
participants in the solicitation of proxies from the
securityholders of BLAC in favor of the approval of the proposals
as described in the Proxy Statement. Investors and security holders
may obtain more detailed information regarding the names,
affiliations and interests of BLAC's directors and officers in the
Proxy Statement, which may be obtained free of charge from the
sources indicated above.
BLAC, 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 BLAC stockholders in connection with the proposed
business combination. Investors and security holders may obtain
more detailed information regarding the names, affiliations and
interests of BLAC's directors and officers in its 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 BLAC's stockholders
in connection with the proposed business combination will be set
forth in the proxy statement/prospectus for the proposed business
combination when available. Information concerning the interests of
BLAC's and OSR Holdings' equity holders and participants in the
solicitation, which may, in some cases, be different than those of
BLAC's and OSR Holdings' equity holders generally, will be set
forth in the proxy statement/prospectus relating to the proposed
business combination when it becomes available.
Additional Information and Where to Find It
BLAC urges investors, stockholders and other interested persons
to read the Proxy Statement as well as other documents filed by
BLAC with the SEC, because these documents will contain important
information about BLAC and the Extension Amendment Proposal.
Stockholders may obtain copies of the Proxy Statement, without
charge, at the SEC's website at www.sec.gov or by directing a
request to: Advantage Proxy, Inc., P.O. Box 10904,
Yakima, WA 98909, Attn:
Karen Smith.
BLAC will prepare a proxy statement/prospectus to be filed with
the SEC and mailed to BLAC's stockholders. BLAC and OSR Holdings
urge investors and other interested persons to read, when
available, the proxy statement/prospectus prepared for the proposed
business combination, as well as other documents filed by BLAC with
the SEC, because these documents will contain important information
about the proposed business combination. Such persons can also read
BLAC's Annual Report on Form 10-K, Quarterly Reports on
Form 10-Q and Current Reports on Form 8-K and
its registration statement on Form S-1 for its initial
public offering, all as filed with the SEC for more information
about BLAC and the security holdings of its officers and directors
and their respective interests as security holders in the
consummation of the transactions described herein. The proxy
statement/prospectus for the proposed business combination, once
available, and BLAC's other reports can be obtained, without
charge, at the SEC's web site (http://www.sec.gov).
Contact:
Kuk Hyoun Hwang
Chief Executive Officer
Bellevue Life Sciences Acquisitions Corp.
group@bellevuecm.com
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SOURCE Bellevue Life Sciences Acquisitions Corp.