OSR Holdings.Co.,Ltd. entered into an exclusive, non-binding letter of intent to acquire Bellevue Life Sciences Acquisition Corp. (NasdaqCM:BLAC) in a reverse merger transaction on July 7, 2023. Bellevue Life Sciences Acquisition Corp. (NasdaqCM:BLAC) entered into an agreement to acquire OSR Holdings, Ltd. on November 16, 2023. Bellevue Life Sciences will exhange share based on the exchange ratio $129.62. Upon completion of the business combination, the surviving company will be renamed as OSR Biosciences, Inc. The acquisition will result in OSR Holdings becoming a publicly traded company. On May 23, 2024, BLAC and the Company entered into an Amended and Restated Business Combination Agreement, which reflects certain changes and updates to the terms set forth in the Business Combination Agreement including: (i) the removal of references to the proposed acquisition by the OSR Holdings of Landmark BioVentures AG, and incidental changes related thereto; (ii) a reduction in the Aggregate Consideration from 25,033,961 shares of BLAC Common Stock to 24,461,214 shares of BLAC Common Stock; (iii) a reduction in the Aggregate Consideration Value from $250,339,610 to $244,612,136; and (iv) changes to the designation of the post-closing Board of Directors of BLAC.

The completion of the proposed business combination is subject to the negotiation and execution of definitive documentation and satisfaction of the conditions therein, including completion of any regulatory review and approvals and approval of the transaction by each of the Company?s and OSR Holdings? Board of Directors and stockholders.

Prior to the execution of the letter of intent, BLAC?s board of directors formed a special M&A committee of BLAC?s independent directors. The committee evaluated and approved the execution of the letter of intent and the issuance of this announcement, and such committee?s approval will be required prior to execution of a definitive agreement with respect to the proposed business combination. Following recommendation by the M&A Committee, the BLAC Board has approved and adopted this Agreement.The transaction is also subjec to lock-up agrements, minimum available cash (shall be equal to or greater than $5 million) Condition and common share listing on Nasdaq. The transaction is expected to close on fourth quarter of 2023. The transaction will occur prior to May 14, 2024. Transaction is expected to completed between may 14, 2024 to November 14, 2024. Advantage Proxy, Inc acted as proxy solicitor to Bellevue Life Sciences Acquisition Corp with advisor fees of $8,500. Chardan Capital Markets, LLC acted as financial advisor and fairness opinion provider to Bellevue Life Sciences Acquisition. Gary Kocher and Adam Heyd of K&L Gates LLP acted as legal advisor to Bellevue Life Sciences Acquisition. Seong Hoon (Sean) Yi and Seung Wook Kim of Baker McKenzie KL Partners acted as legal advisor to OSR Holdings.