UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION
OF LATE FILING
|
|
|
| (Check one): |
|
☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☑ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR |
|
|
|
|
For Period Ended: June 30, 2024 |
|
|
|
|
☐ Transition Report on Form 10-K |
|
|
|
|
☐ Transition Report on Form 20-F |
|
|
|
|
☐ Transition Report on Form 11-K |
|
|
|
|
☐ Transition Report on Form 10-Q |
|
|
|
|
For the Transition Period Ended: |
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART I — REGISTRANT
INFORMATION
Bellevue Life Sciences Acquisition Corp.
Full Name of Registrant
N/A
Former Name if Applicable
10900 NE 4th Street, Suite 2300
Address of Principal Executive Office (Street and Number)
Bellevue, WA 98004
City, State and Zip Code
PART
II — RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
|
|
|
|
|
| ☒ |
|
(a) |
|
The reason described in reasonable detail in Part III of this Form could not be eliminated without unreasonable effort or expense;
|
| |
(b) |
|
The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the
fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D,
or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and |
| |
(c) |
|
The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III — NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition
report or portion thereof, could not be filed within the prescribed time period.
Bellevue Life Sciences Acquisition Corp. (the “Company”) is
unable to file its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2024 (the “Form 10-Q”) within the prescribed time period without
unreasonable effort or expense. The Company has experienced a delay in completing the necessary disclosures and finalizing its financial statements with its independent registered public accounting firm in connection with its Form 10-Q. The Company does expect that the Form 10-Q will be filed on or before the fifth calendar day following the prescribed due date.
PART IV — OTHER INFORMATION
|
|
|
|
|
|
|
|
|
|
|
|
|
| (1) |
|
|
|
Name and telephone number of person to contact in regard to this notification |
|
|
|
|
|
|
|
|
|
|
|
Kuk Hyoun Hwang |
|
|
|
(425) |
|
|
|
635-7700 |
|
|
|
|
(Name) |
|
|
|
(Area Code) |
|
|
|
(Telephone Number) |
|
|
|
| (2) |
|
|
|
Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such
shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). Yes ☑ No ☐ |
|
|
|
| (3) |
|
|
|
Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or
portion thereof? Yes ☑ No ☐ |
|
|
|
|
|
|
|
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. |
For the three months ended June 30, 2024, the Company had a net loss of $97,295 which consisted of general and
administrative expenses of $475,544 and provision for income taxes of $87,256, offset by income from investments held in the Trust Account of $465,505. For the three months ended June 30, 2023, the Company had net income of $301,464 which
consisted of income from investments held in the Trust Account of $810,302, offset by general and administrative expenses of $280,273 and provision for income taxes of $228,565.
For the six months ended June 30, 2024, the Company had a net loss of $157,725 which consisted of general and administrative expenses of $926,325 and
provision for income taxes of $177,729, offset by income from investments held in the Trust Account of $946,329. For the six months ended June 30, 2023, the Company had net income of $411,769, which consisted of income from investments held in
the Trust Account of $1,228,030, offset by general and administrative expenses of $558,375 and provision for income taxes of $257,886.
The amounts
reported above for the quarter ended June 30, 2024 are still under review by the Company’s independent registered public accounting firm and accounting staff and may differ once reported in the Form
10-Q to be filed by the Company.
Forward-Looking Statements
Certain statements made herein are “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private
Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words and phrases such as “will”, “may”, “should”, “future”, “promptly”, “expect”,
“estimate”, “anticipate,” “intends”, “plans”, “subject to”, and “change” and other similar expressions that predict or indicate future events or trends or that are not statements of
historical fact. Such statements may include, but are not limited to, the filing of the Form 10-Q and the results of the ongoing review. These statements are based on current expectations on the date hereof
and involve a number of risks and uncertainties that may cause actual results to differ significantly. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks,
uncertainties, assumptions and other important factors, including without limitation a material delay in the Company’s financial reporting, including the possibility that the Company will not be able to file its Form 10-Q within the five-day extension permitted by the rules of the SEC, and the possibility that the ongoing review may identify errors or control deficiencies in the
Company’s accounting practices. The Company does not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments or otherwise.
Bellevue Life Sciences Acquisition Corp.
(Name of Registrant as Specified in Charter)
has
caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
|
|
|
|
|
| Date: August 15, 2024 |
|
|
|
By: |
|
/s/ Kuk Hyoun Hwang |
|
|
|
|
Name: |
|
Kuk Hyoun Hwang |
|
|
|
|
Title: |
|
Chief Executive Officer |