Business Context and Reporting Period
Company: OSR Holdings, Inc. (formerly Bellevue Life Sciences Acquisition Corp. or "BLAC")
Reporting Period: Fiscal year ended December 31, 2024
Status: The filing covers the period prior to the consummation of the Company's initial business combination with OSR Holdings Co., Ltd. ("OSR"), which closed on February 14, 2025. Prior to the closing, the Company operated as a Special Purpose Acquisition Company (SPAC) with no operating revenues, generating income solely from interest on Trust Account investments.
Key Financial Metrics
| Metric | 2024 | 2023 |
|---|---|---|
| Net Income (Loss) | $(2,410,879) | $403,780 |
| General & Administrative Expenses | $3,524,549 | $1,830,700 |
| Interest Income (Trust Account) | $1,450,228 | $2,775,291 |
| Cash and Cash Equivalents | $66,135 | $15,419 |
| Investments in Trust Account | $1,847,643 | $36,605,106 |
| Working Capital Deficit | $(6,263,411) | Not Reported |
| Accumulated Deficit | $(8,333,627) | $(3,907,008) |
Material Changes vs. Prior Period
- Trust Account Depletion: The balance in the Trust Account decreased significantly from $36.6 million in 2023 to $1.8 million in 2024. This reduction was primarily due to shareholder redemptions totaling approximately $36.2 million in connection with multiple charter extension votes.
- Operating Loss: The Company reported a net loss of $2.4 million in 2024 compared to a net income of $0.4 million in 2023. The loss was driven by a 92% increase in general and administrative expenses and a 48% decrease in interest income from the Trust Account.
- Liabilities: Current liabilities increased to $6.7 million in 2024 from $2.0 million in 2023, driven by the accrual of excise taxes ($843,464), income taxes ($358,333), and the issuance of related-party promissory notes ($1.76 million) and a convertible note ($800,000).
Guidance, Outlook, Risks, and Unusual Items
- Going Concern Uncertainty: Management has concluded that substantial doubt exists regarding the Company's ability to continue as a going concern. The Company was insolvent at the closing of the Business Combination due to the cancellation of a $20 million PIPE investment by Toonon Partners. The Company relies on an Equity Line of Credit (ELOC) with White Lion GBM Innovation Fund (up to $80 million) and alternative financing to fund operations.
- Internal Control Material Weaknesses: The Company identified material weaknesses in internal controls, including the improper use of Trust Account funds for general operating expenses, failure to obtain timely Audit Committee approval for related party transactions, and insufficient accounting personnel.
- Business Combination: The Company completed its merger with OSR on February 14, 2025. The combined entity operates three subsidiaries: Vaximm (oral immunotherapies), Darnatein (design-augmented biologics), and RMC (neurovascular device distribution). RMC recently lost its distribution agreement with Penumbra Inc., representing a significant revenue risk.
- Legal Proceedings: A civil action was filed in March 2025 by Benjamin Securities, Inc., seeking $500,000 in brokerage fees.
Key Facts for Investor Verification
- Financing Status: Verify the status of the $80 million ELOC with White Lion and whether the Company has secured sufficient alternative financing to replace the cancelled $20 million PIPE investment.
- Internal Controls: Review the remediation plan for the identified material weaknesses, specifically regarding the unauthorized withdrawal of Trust Account funds for operating expenses.
- RMC Revenue Risk: Assess the impact of the terminated Penumbra distribution agreement on RMC's future revenue, which previously accounted for 36-40% of annual revenues.
- Excise Tax Liability: Confirm the Company's ability to pay the accrued excise tax liability of approximately $843,000 plus penalties and interest.
- Shareholder Structure: Note that Kuk Hyoun Hwang beneficially owns approximately 67.8% of the outstanding shares post-combination, creating a controlled company status.