| | | | |
(State or other jurisdiction of incorporation or organization) | | (Commission File Number) | | (I.R.S. Employer Identification Number) |
| | |
(Address of principal executive offices) | | (Zip Code) |
Title of Each Class: | | Trading Symbol: | | Name of Each Exchange on Which Registered: |
Units, each consisting of one share of common stock, one redeemable warrant and one right | | | | |
| | | | |
Redeemable warrants, exercisable for shares of common stock at an exercise price of $11.50 per share | | | | |
Right to receive one-tenth (1/10) of one share of common stock | | | | |
Large accelerated filer | ☐ | Accelerated filer | ☐ | |
| ☒ | Smaller reporting company | | |
| | Emerging growth company | |
PART I
|
4
|
|
|
|
|
Item 1.
|
4
|
|
Item 2.
|
20
|
|
Item 3.
|
23
|
|
Item 4.
|
23
|
|
PART II
|
25
|
|
|
|
|
Item 1.
|
25
|
|
Item 1A.
|
25
|
|
Item 2.
|
25
|
|
Item 3.
|
25
|
|
Item 4.
|
25
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|
Item 5.
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25
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|
Item 6.
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25
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|
|
|
|
27 |
March 31, 2023
|
December 31, 2022
|
|||||||
(unaudited)
|
|
|||||||
Assets
|
||||||||
Current assets:
|
||||||||
Cash
|
$
|
|
$
|
|
||||
Prepaid expenses
|
|
-
|
||||||
Total current assets
|
|
|
||||||
Deferred offering costs
|
-
|
|
||||||
Investments held in Trust Account
|
|
-
|
||||||
Total Assets
|
$
|
|
$
|
|
||||
Liabilities and Stockholders’ Deficit
|
||||||||
Current liabilities:
|
||||||||
Accounts payable and accrued expenses
|
$
|
|
$
|
|
||||
Accrued offering costs
|
-
|
|
||||||
Notes payable - related party
|
-
|
|
||||||
Due to affiliate
|
|
|
||||||
Total current liabilities
|
|
|
||||||
Deferred underwriting commissions
|
|
-
|
||||||
Total liabilities
|
|
|
||||||
Commitments and Contingencies
|
||||||||
Common stock subject to possible redemption, |
|
- |
||||||
Stockholders’ Deficit
|
||||||||
Preferred stock, $ |
||||||||
Common stock; $ |
|
|
||||||
Additional paid-in capital
|
-
|
|
||||||
Accumulated deficit
|
( |
)
|
( |
)
|
||||
Total stockholders’ deficit
|
( |
)
|
( |
)
|
||||
Total Liabilities, common stock subject to possible redemption and Stockholders’ Deficit
|
$
|
|
$
|
|
||||
|
For the Three Months Ended
|
|||||||
|
March 31,
|
|||||||
2023
|
2022
|
|||||||
EXPENSES
|
||||||||
General and administrative expenses
|
$
|
|
$
|
|
||||
Loss from operations
|
( |
)
|
( |
)
|
||||
Other income:
|
||||||||
Interest earned on investments held in Trust Account
|
|
-
|
||||||
Total other income
|
|
-
|
||||||
Income (loss) before provision for income taxes
|
|
( |
)
|
|||||
Provision for income taxes
|
( |
) |
-
|
|||||
NET INCOME (LOSS)
|
$
|
|
$
|
( |
)
|
|||
WEIGHTED AVERAGE SHARES OUTSTANDING, BASIC AND DILUTED
|
|
|
||||||
BASIC AND DILUTED NET INCOME (LOSS) PER SHARE
|
$
|
|
$
|
( |
)
|
|||
Common Stock
|
Additional
Paid-In Capital
|
Accumulated
Deficit
|
Total
Stockholders'
Deficit
|
|||||||||||||||||
Shares | Amount | |||||||||||||||||||
Balance, December 31, 2022
|
|
$
|
|
$
|
|
$
|
( |
)
|
$
|
( |
)
|
|||||||||
Sale of 430,000 Private Placement Units
|
|
|
|
-
|
|
|||||||||||||||
Fair value of warrants and rights included in the Units sold in the Initial Public
Offering and in the exercise of the over-allotment
|
-
|
-
|
|
-
|
|
|||||||||||||||
Accretion of common stock to redemption value
|
-
|
-
|
( |
)
|
( |
)
|
( |
)
|
||||||||||||
Net income
|
-
|
-
|
-
|
|
|
|||||||||||||||
Balance, March 31, 2023 (unaudited)
|
|
$
|
|
$
|
-
|
$
|
( |
)
|
$
|
( |
)
|
|||||||||
Common Stock
|
Additional
Paid-In Capital
|
Accumulated
Deficit
|
Total
Stockholders'
Deficit
|
|||||||||||||||||
Shares | Amount | |||||||||||||||||||
Balance, December 31, 2021
|
|
$
|
|
$
|
|
$
|
( |
)
|
$
|
( |
)
|
|||||||||
Net loss
|
-
|
( |
)
|
( |
)
|
|||||||||||||||
Balance, March 31, 2022 (unaudited)
|
|
$
|
|
$
|
|
$
|
( |
)
|
$
|
( |
)
|
|||||||||
For the Three Months Ended
March 31,
|
||||||||
2023
|
2022
|
|||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
||||||||
Net income (loss)
|
$
|
|
$
|
( |
)
|
|||
Adjustments to reconcile net income (loss) to net cash used in operating activities:
|
||||||||
Interest earned on investments held in Trust Account
|
( |
)
|
-
|
|||||
Changes in operating assets and liabilities:
|
||||||||
Prepaid expenses
|
( |
)
|
-
|
|||||
Accounts payable and accrued expenses
|
|
-
|
||||||
Net cash flows used in operating activities
|
( |
)
|
( |
)
|
||||
CASH FLOWS FROM INVESTING ACTIVITIES
|
||||||||
Cash deposited in Trust Account
|
( |
)
|
-
|
|||||
Net cash flows used in investing activities
|
( |
)
|
-
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
||||||||
Proceeds from Initial Public Offering, net of underwriters' fees
|
|
-
|
||||||
Proceeds from over-allotment option
|
|
-
|
||||||
Proceeds from private placement
|
|
-
|
||||||
Payment of offering costs
|
( |
)
|
( |
)
|
||||
Proceeds from note payable - Sponsor
|
-
|
|
||||||
Repayments to note payable - Sponsor
|
( |
)
|
-
|
|||||
Repayments to affiliate
|
-
|
( |
)
|
|||||
Net cash flows provided by financing activities
|
|
|
||||||
NET CHANGE IN CASH
|
|
|
||||||
CASH, BEGINNING OF PERIOD
|
|
|
||||||
CASH, END OF PERIOD
|
$
|
|
$
|
|
||||
Supplemental disclosure of noncash investing and financing activities:
|
||||||||
Deferred underwriters’ discount payable charged to additional paid-in capital
|
$
|
|
$
|
-
|
||||
•
|
Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;
|
•
|
Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar
instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
|
•
|
Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as
valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
|
|
|
Common
Stock Subject to Possible Redemption |
|
|
|
|
|
|
|
Gross proceeds from Initial Public Offering
|
|
$
|
|
|
Less: Proceeds allocated to public warrants and rights
|
|
|
( |
|
Offering costs allocated to common stock subject to possible redemption
|
|
|
( |
|
Plus: Accretion on common stock subject to possible redemption
|
|
|
|
|
Balance, March 31, 2023
|
|
$
|
|
|
|
•
|
in whole and not in part;
|
| • | at a price of $ |
| • | upon not less than |
| • | if, and only if, the reported last sale price of the Common Stock equals or exceeds $ |
|
•
|
if, and only if, there is a current registration statement in effect with respect to the shares of Common Stock underlying such Warrants at the time of redemption and
for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption.
|
March 31,
|
Quoted
|
Significant
|
Significant
|
||||||||||||
Prices In
|
Other
|
Other
|
|||||||||||||
Active
|
Observable
|
Unobservable
|
|||||||||||||
Markets
|
Inputs
|
Inputs
|
|||||||||||||
2023
|
(Level 1)
|
(Level 2)
|
(Level 3)
|
||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments held in Trust Account
|
$
|
|
$
|
|
$
|
-
|
$
|
-
|
|||||||
|
•
|
may significantly dilute the equity interest of our existing investors;
|
|
•
|
may subordinate the rights of holders of our common stock if preferred stock is issued with rights senior to those afforded our common stock;
|
|
•
|
could cause a change in control if a substantial number of shares of our common stock is issued, which may affect, among other things, our ability to
use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;
|
|
•
|
may have the effect of delaying or preventing a change of control of us by diluting the stock ownership or voting rights of a person seeking to
obtain control of us; and
|
|
•
|
may adversely affect prevailing market prices for our common stock, warrants and/or rights.
|
|
•
|
default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;
|
|
•
|
acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants
that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;
|
|
•
|
our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand;
|
|
•
|
our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while
the debt security is outstanding;
|
|
•
|
our inability to pay dividends on our common stock;
|
|
•
|
using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our
common stock if declared, our ability to pay expenses, make capital expenditures and acquisitions, and fund other general corporate purposes;
|
|
•
|
limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;
|
|
•
|
increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation;
|
|
•
|
limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, and execution of
our strategy; and
|
|
•
|
other purposes and other disadvantages compared to our competitors who have less debt.
|
Exhibit No.
|
Description
|
|
101.INS
|
Inline XBRL Instance Document*
|
|
101.SCH
|
Inline XBRL Taxonomy Extension Schema Document*
|
|
101.CAL
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document*
|
|
101.DEF
|
Inline XBRL Taxonomy Extension Definition Linkbase Document*
|
|
101.LAB
|
Inline XBRL Taxonomy Extension Label Linkbase Document*
|
|
101.PRE
|
Inline XBRL Taxonomy Extension Presentation Linkbase document*
|
104
|
Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document contained in Exhibit 101*
|
|
*
|
Filed herewith
|
|
**
|
Furnished herewith.
|
|
BELLEVUE LIFE SCIENCES ACQUISITION CORP.
|
|
|
|
|
May 22, 2023
|
By:
|
/s/ Kuk Hyoun Hwang |
Kuk Hyoun Hwang
|
||
Chief Executive Officer and Director
|
||
(Principal Executive Officer)
|
||
May 22, 2023
|
By:
|
/s/ David J. Yoo |
David J. Yoo
|
||
Chief Financial Officer
|
||
(Principal Financial Officer and Chief Accounting Officer)
|