エドガーで原本を確認する
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 9, 2025
BELLEVUE LIFE SCIENCES ACQUISITION CORP.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-41390 | 84-5052822 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer 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 |
Name of each exchange |
||
| 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.
On January 9, 2025, the Company and Sponsor entered into an amendment (the “Promissory Notes 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.
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 |
Description |
|
| 10.1 | Amendment to Promissory Notes, dated January 9, 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) | |
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 10, 2025
| BELLEVUE LIFE SCIENCES ACQUISITION CORP. | ||
| By: | /s/ Kuk Hyoun Hwang |
|
| Name: | Kuk Hyoun Hwang | |
| Title: | Chief Executive Officer | |
Exhibit 10.1
AMENDMENT TO PROMISSORY NOTES
Reference is made to those certain promissory notes listed on Exhibit A hereto (each, a “Note” and, collectively, the “Notes”), between Bellevue Life Sciences Acquisition Corp., a Delaware corporation, and Bellevue Global Life Sciences Investors, LLC, a Delaware limited liability company.
1. Extension of the Maturity Date. The parties hereto agree that Section 1 of each Note shall be amended and restated in its entirety as follows: “The Principal balance of this Note shall be payable by the Maker on the earlier of: (i) September 30, 2025 and (ii) the date on which Maker consummates an initial business combination (the “Maturity Date”). The principal balance may be prepaid at any time. Under no circumstances shall any individual, including but not limited to any officer, director, employee or stockholder of the Maker be obligated personally for any obligations or liabilities of the Maker hereunder.”
2. Binding Effect. Except as amended pursuant to paragraph 1 above, the Notes shall remain in full force and effect in accordance with their terms and are hereby ratified and confirmed by each of the parties hereto.
3. Counterparts. This amendment may be executed in one or more counterparts (including by electronic transmission), each of which will be deemed to be an original copy of this amendment and all of which, when taken together, will be deemed to constitute one and the same agreement.
[Signature page follows]
IN WITNESS WHEREOF, the parties hereto have caused this amendment to be duly executed as of the latest date set forth below.
| BELLEVUE LIFE SCIENCES ACQUISITION CORP. | ||
| By: | /s/ Kuk Hyoun Hwang | |
| Name: Kuk Hyoun Hwang Title: Chief Executive Officer |
||
| Date: January 9, 2025 | ||
| ACCEPTED AND AGREED: | ||
| BELLEVUE GLOBAL LIFE SCIENCES INVESTORS, LLC | ||
| BY: BELLEVUE CAPITAL MANAGEMENT LLC, ITS MANAGER | ||
| By: | /s/ Kuk Hyoun Hwang | |
| Name: Kuk Hyoun Hwang Title: Chief Executive Officer |
||
| Date: January 9, 2025 | ||
[Signature page to Promissory Note Amendment]
Exhibit A
Promissory Notes
| 1. | Promissory Note, dated April 8, 2024, between Bellevue Life Sciences Acquisition Corp. and Bellevue Global Life Sciences Investors, LLC. |
| 2. | Promissory Note, dated April 17, 2024, between Bellevue Life Sciences Acquisition Corp. and Bellevue Global Life Sciences Investors, LLC. |
| 3. | Promissory Note, dated May 14, 2024, between Bellevue Life Sciences Acquisition Corp. and Bellevue Global Life Sciences Investors, LLC. |
| 4. | Promissory Note, dated July 11, 2024, between Bellevue Life Sciences Acquisition Corp. and Bellevue Global Life Sciences Investors, LLC. |