OSR Holdings, Inc. (OSRH): debt financing — Bellevue Life Sciences SPAC to acquire OSR Holdings Co., Ltd. in share exchange

OSR Holdings, Inc.

BLAC entered Business Combination Agreement to acquire at least 60% of OSR shares; minimum $5M+ cash in trust condition.
Transaction requires BLAC stockholder approval, HSR clearance, and at least 60% of OSR holders to participate; outside date May 14, 2024.
BLAC issued $180,000 unsecured promissory note to sponsor Bellevue Capital Management; due at closing or Dec 31, 2024.
CEO Kuk Hyoun Hwang serves as CEO of both BLAC and OSR; M&A Committee of independent directors approved deal.
BLAC adopted clawback policy to comply with Nasdaq listing standards under Section 10D of Exchange Act.

item 1.01 item 2.03 item 5.02 item 7.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

OSR Holdings, Inc. incurred loan of $180,000 with Bellevue Capital Management LLC at not interest bearing maturing December 31, 2024 or the date on which BLAC consummates an initial business combination.

Instrument: loan
Principal: $180,000
Counterparty: Bellevue Capital Management LLC
Rate: not interest bearing
Maturity: December 31, 2024 or the date on which BLAC consummates an initial business combination
Event: incurrence

Exact text from the filing

On November 13, 2023, BLAC issued an unsecured promissory note (the “ Promissory Note ”) in the principal amount of $180,000 to Bellevue Capital Management LLC, a Washington limited liability company and the Manager of Bellevue Global Life Sciences Investors, LLC, the Sponsor of BLAC (“BCM”).

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.99

OSR Holdings, Inc. entered into Business Combination Agreement with Bellevue Life Sciences Acquisition Corp. (effective 2023-11-16).

Action: entry
Agreement: merger
Counterparty: Bellevue Life Sciences Acquisition Corp.
Effective: 2023-11-16

Exact text from the filing

On November 16, 2023, Bellevue Life Sciences Acquisition Corp., a Delaware corporation (“ BLAC ”), and OSR Holdings Co., Ltd., a corporation organized under the laws of the Republic of Korea (the “ Company ”), entered into a Business Combination Agreement (the “ Business Combination Agreement ”).

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OSR Holdings, Inc. filing history →

Source: SEC EDGAR

accession 0001193125-23-278858

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