8-K
filed November 15, 2023, 6:59 PM ET
ticker OSRH
CIK 0001840425
other material
confidence high
sentiment neutral
materiality 0.55
Bellevue Life Sciences Acquisition Corp. extends business combination deadline to Feb 14, 2024; 3.4M shares redeemed
OSR Holdings, Inc.
- Stockholders approved extension of business combination deadline from Nov 14, 2023 to Feb 14, 2024; board may further extend to May 14, 2024.
- 3,432,046 shares (~38%) tendered for redemption; $180,000 deposited into trust for first extension.
- Charter amendment filed with Delaware Secretary of State effective Nov 9, 2023.
- Trust agreement amended to allow extensions; monthly extension payments of up to $60k or $0.026/share.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
OSR Holdings, Inc.: Amended certificate of incorporation to extend deadline for business combination from November 14, 2023 to February 14, 2024 (effective 2023-11-09).
- Change
- charter amendment
- Effective
- 2023-11-09
Exact text from the filing
At the Special Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “ Charter ”) to allow the Company to extend the date by which the Company must consummate a business combination from November 14, 2023 (the date that is 9 months from the closing date of the Company’s IPO) to February 14, 2024 (the “ First Extended Date ”).
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
OSR Holdings, Inc. amended First Amendment to Investment Management Trust Agreement with Continental Stock Transfer & Trust Company valued at Extends liquidation date from November 14, 2023 to February 14, 2024, with potential further extensi (effective 2023-11-10).
- Action
- amendment
- Counterparty
- Continental Stock Transfer & Trust Company
- Value
- Extends liquidation date from November 14, 2023 to February 14, 2024, with potential further extensi
- Effective
- 2023-11-10
Exact text from the filing
On November 9, 2023, the Company held a special meeting of its stockholders (the “ Special Meeting ”). At the Special Meeting, the Company’s stockholders approved a first amendment to the Trust Agreement (the “ First Trust Amendment ”) that extends the date by which the Company must liquidate the trust account (the “ Trust Account ”) established in connection with the Company’s initial public offering (the “ IPO ”), from November 14, 2023 to February 14, 2024 (the “ First Extended Date ”) by depositing into the Trust Account $180,000 (the “ First Extension Payment ”) if the Company has not completed its initial business combination, and, upon the Board of the Directors of the Company (the “ Board ”) exercising its discretion to further extend the date by which the Company must liquidate the Trust Account if the Company has not completed its initial business combination, to May 14, 2024 (the “ Second Extended Date ”), by depositing into the Trust Account by no later than each of Februar
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.95
OSR Holdings, Inc. shareholders approved The First Extension Amendment Proposal to amend the Charter to extend the date by which the Company must consummate a business combination from November 14, 2023 to the First Extended Date. at the 2023-11-14 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2023-11-14
Exact text from the filing
The First Extension Amendment Proposal The stockholders approved the proposal to amend the Charter to extend the date by which the Company must consummate a business combination from November 14, 2023 to the First Extended Date, by the votes set forth in the table below: FOR AGAINST ABSTAIN BROKER NON-VOTES 6,985,910 250,998 — —
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
OSR Holdings, Inc. shareholders approved The Trust Amendment Proposal to amend the Trust Agreement to allow extensions of the liquidation date of the Trust Account. at the 2023-11-14 meeting.
- Outcome
- passed
- Meeting
- 2023-11-14
Exact text from the filing
The Trust Amendment Proposal The stockholders approved the proposal to amend the Trust Agreement, allowing the Company to extend the date on which Continental must liquidate the Trust Account established by the Company in connection with the IPO if the Company has not completed its initial business combination, from November 14, 2023 to the First Extended Date by depositing into the Trust Account $180,000, plus, upon the Board exercising its discretion to further extend such date to the Second Extended Date, by depositing into the Trust Account by no later than each of February 14, 2024, March 14, 2024, and April 15, 2024, the lesser of (i) $60,000 or (ii) $0.026 per share for each public share, by the votes set forth in the table below: FOR AGAINST ABSTAIN BROKER NON-VOTES 6,985,910 250,998 — —
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.95
OSR Holdings, Inc. shareholders approved The Second Extension Amendment Proposal to give the Board the authority to amend the Charter to extend the date by which the Company must consummate a business combination from the First Extended Date to the Second Extended Date..
- Proposal
- charter amendment
- Outcome
- passed
Exact text from the filing
The Second Extension Amendment Proposal The stockholders approved a proposal to give the Board the authority in its discretion to amend the Company’s charter to extend the date by which the Company must consummate a business combination from the First Extended Date to the Second Extended Date, by the votes set forth in the table below: FOR AGAINST ABSTAIN BROKER NON-VOTES 6,935,730 301,178 — —
View on SEC.gov
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