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    Bellevue Life Sciences Acquisition Corp. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits

    1/23/25 4:01:26 PM ET
    $BLAC
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    false 0001840425 0001840425 2025-01-23 2025-01-23 0001840425 BLAC:UnitsEachConsistingOfOneShareOfCommonStockOneRedeemableWarrantandOneRightMember 2025-01-23 2025-01-23 0001840425 BLAC:CommonStockParValue0.0001PerShareMember 2025-01-23 2025-01-23 0001840425 BLAC:RedeemableWarrantsExercisableForSharesOfCommonStockAtExercisePriceOf11.50PerShareMember 2025-01-23 2025-01-23 0001840425 BLAC:RightToReceiveOnetenth110OfOneShareOfCommonStockMember 2025-01-23 2025-01-23 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

    FORM 8-K

     

    CURRENT REPORT

     

    Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

     

    Date of Report (Date of earliest event reported): January 23, 2025

     

    BELLEVUE LIFE SCIENCES ACQUISITION CORP.

    (Exact Name of Registrant as Specified in Charter)

     

    Delaware   001-41390   84-5052822
    (State or Other Jurisdiction   (Commission File Number)   (IRS Employer
    of Incorporation)     Identification No.)

     

    10900 NE 4th Street, Suite 2300, Bellevue, WA   98004
    (Address of Principal Executive Offices)   (Zip Code)

     

    Registrant’s telephone number, including area code (425) 635-7700

     

    Not Applicable
    (Former Name or Former Address, if Changed Since Last Report)

     

    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

     

    ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
       
    ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
       
    ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
       
    ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

     

    Securities registered pursuant to Section 12(b) of the Act:

     

    Title of each class   Trading Symbol(s)   Name of each exchange on which registered
    Units, each consisting of one share of common stock, one redeemable warrant  and one right   BLACU   The Nasdaq Stock Market LLC
    Common stock, par value $0.0001 per share   BLAC   The Nasdaq Stock Market LLC
    Redeemable warrants, exercisable for shares of common stock at an exercise price of $11.50 per share   BLACW   The Nasdaq Stock Market LLC
    Right to receive one-tenth (1/10) of one share of common stock   BLACR   The Nasdaq Stock Market LLC

     

    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

     

    Emerging growth company ☒

     

    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

     

     

     

     

     

     

    Item 1.01. Entry into a Material Definitive Agreement.

     

    The information provided in Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.

     

    Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

     

    Promissory Note Amendments

     

    As previously disclosed by Bellevue Life Sciences Acquisition Corp. (the “Company”) in its Current Reports on Form 8-K filed with the Securities and Exchange Commission on (i) April 11, 2024, (ii) April 22, 2024, (iii) May 14, 2024, and (iv) July 16, 2024, the Company issued unsecured promissory notes (each, a “Promissory Note” and, collectively, the “Promissory Notes”) to Bellevue Global Life Sciences Investors, LLC, the Company’s sponsor (“Sponsor”), on (i) April 8, 2024, (ii) April 17, 2024, (iii) May 14, 2024, and (iv) July 11, 2024, in the principal amounts of (i) $1,200,000, (ii) $50,000, (iii) $140,000, and (iv) $300,000, respectively.

     

    As previously disclosed by the Company in its Current Report on Form 8-K filed with the Securities Exchange Commission on January 10, 2025, on January 9, 2025, the Company and Sponsor entered into an amendment to extend the maturity date of each Promissory Note to the earlier of (i) September 30, 2025 and (ii) the date on which the Company consummates an initial business combination.

     

    On January 23, 2025, the Company and Sponsor entered into a second amendment to amend the maturity date of each Promissory Note to provide that each Promissory Note matures on September 30, 2025, irrespective of whether the Company consummates an initial business combination prior to September 30, 2025.

     

    No other terms of the Promissory Notes were amended. The foregoing description of the Promissory Notes Amendment is qualified in its entirety by reference to the full text of the Promissory Notes Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

     

    Item 9.01. Financial Statements and Exhibits.

     

    (d) Exhibits.

     

    Exhibit No.   Description
    10.1   Second Amendment to Promissory Notes, dated January 23, 2025, between Bellevue Life Sciences Acquisition Corp. and Bellevue Global Life Sciences Investors, LLC
    104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

     

    1

     

     

    SIGNATURE

     

    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

     

    Dated: January 23, 2025

     

      BELLEVUE LIFE SCIENCES ACQUISITION CORP.
           
      By: /s/ Kuk Hyoun Hwang
        Name: Kuk Hyoun Hwang
        Title: Chief Executive Officer

     

    2

     

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