United States securities and exchange commission logo





                             March 28, 2024

       Kuk Hyoun Hwang
       Chief Executive Officer
       Bellevue Life Sciences Acquisition Corp.
       10900 NE 4th Street, Suite 2300
       Bellevue, WA 98004

                                                        Re: Bellevue Life
Sciences Acquisition Corp.
                                                            Amendment No. 1 to
Draft Registration Statement on Form S-4
                                                            Submitted February
29, 2024
                                                            CIK No. 0001840425

       Dear Kuk Hyoun Hwang:

            We have reviewed your amended draft registration statement and have
the following
       comments.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

               After reviewing the information you provide in response to this
letter and your amended
       draft registration statement or filed registration statement, we may
have additional comments.

       Amendment No. 1 to Draft Registration Statement on Form S-4

       Cover Page

   1.                                                   Please revise your
cover page to disclose the date by which you must complete the
                                                        business combination or
liquidate. Please also disclose the per share merger consideration
                                                        as of a recently
practicable date.
   2.                                                   Please revise to
disclose the ownership of securityholders in the post-combination
                                                        company at a range of
redemption scenarios, including at least one interim redemption
                                                        level. Please also
revise to disclose the total ownership in the post-combination company
                                                        of securityholders
assuming the exercise and conversion of all outstanding and issuable
                                                        securities.
   3.                                                   We note your disclosure
that BLAC is actively pursuing entering into one or more
                                                        subscription agreements
with certain institutional and accredited investors pursuant to
 Kuk Hyoun Hwang
FirstName  LastNameKuk   Hyoun Hwang
Bellevue Life Sciences Acquisition Corp.
Comapany
March      NameBellevue Life Sciences Acquisition Corp.
       28, 2024
March2 28, 2024 Page 2
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FirstName LastName
         which investors will agree to purchase, prior to or substantially
concurrently with the
         closing of the Business Combination, debt or preferred securities
issuable by BLAC
         and/or OSR Holdings convertible into BLAC Common Stock, for aggregate
gross
         proceeds of at least $50,000,000. Please revise to disclose the status
of any negotiations
         related to these subscription agreements and the material terms
considered for this PIPE
         financing, and disclose whether the Sponsor or any BLAC or OSR
affiliates will
         participate in the financing. Please also disclose the expected
ownership in the post-
         combination company of the PIPE investors, the price per share to be
paid by the PIPE
         investors, and highlight material differences in the terms and price
of securities issued at
         the time of the BLAC IPO as compared to the proposed PIPE financing
terms.
4.       We note your disclosure on page 283 that Mr. Hwang will control 50.2%
of the post-
         combination company assuming no redemptions, or 58.5% of the
post-combination
         company assuming maximum redemptions. Please disclose on the cover
page and in the
         prospectus summary whether you will be a    controlled company    as
defined under the
         relevant listing rules and, if so, whether you intend to rely on any
exemptions as a
         controlled company. If applicable, please include risk factor
disclosure that discusses the
         effect, risks and uncertainties of being designated a controlled
company, including but not
         limited to, the result that you may not elect to comply with certain
corporate governance
         requirements. Please also revise your cover page to disclose Mr.
Hwang's ownership in
         the post-combination company.
5.       We note that your current charter waived the corporate opportunities
doctrine. Please
         address this potential conflict of interest and whether it impacted
your search for an
         acquisition target.
6.       We note your disclosure on page 51 that    On November 9, 2023, at a
special meeting of
         the BLAC stockholders, BLAC stockholders approved an amendment to the
Amended
         and Restated Certificate of Incorporation to extend the period of time
in which BLAC
         must complete its initial business combination,    and that    in
connection with the special
         meeting, holders of 3,432,046 shares of BLAC Common Stock elected to
redeem such
         shares for a per share redemption price of approximately $10.49,
resulting in an aggregate
         reduction of the amount in the Trust Account by $35,995,727.58.
Please revise your
         filing to prominently disclose the details of this special meeting,
including the percentage
         of shares outstanding that were redeemed in connection with the
meeting, and the relevant
         reduction in the Trust Account.
Questions and Answers
Will the BLAC Board obtain a third-party valuation or fairness opinion in
determining whether
or not to proceed . . ., page 9

7.       We note your disclosure that the BLAC Board will obtain a fairness
opinion from a
         financial advisory firm as a condition to the closing of the Business
Combination. Please
         revise throughout the registration statement to disclose the firm
providing the fairness
         opinion and the material terms of the fairness opinion, including the
underlying
 Kuk Hyoun Hwang
FirstName  LastNameKuk   Hyoun Hwang
Bellevue Life Sciences Acquisition Corp.
Comapany
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       28, 2024
March3 28, 2024 Page 3
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FirstName LastName
         methodologies and assumptions relied upon therein. Please also file
the fairness opinion,
         including the consent of the financial advisory firm, as an exhibit to
this registration
         statement. Refer to Item 601(b)(99) of Regulation S-K. Finally, please
revise your
         disclosure to describe how the board intends to consider the fairness
opinion in making its
         recommendation that shareholders approve the business combination
transaction,
         including why the board determined to recommend the transaction prior
to obtaining the
         fairness opinion.
What equity stake will current BLAC stockholders and current OSR Holdings
stockholders hold
in BLAC immediately . . ., page 9

8.       Please revise the table illustrating varying ownership levels in BLAC
Common Stock
         immediately following the consummation of the Business Combination to
include pro
         forma combined figures for a range of redemption scenarios, and
assuming the exercise
         and conversion of all securities, including that all BLAC warrants to
purchase BLAC
         Common Stock that will be outstanding immediately following closing
have been
         exercised, BLAC rights have been converted to shares of BLAC Common
Stock and
         equity awards have been issued under the Omnibus Plan.
How does the Sponsor intend to vote its shares?, page 17

9.       We note your disclosure that your Sponsor, OSR Holdings and/or their
respective
         directors, officers, advisors or respective affiliates may purchase
public shares from
         institutional and other investors in order to "increase the likelihood
of satisfaction of the
         requirements" that the various proposals are approved by BLAC
shareholders. We also
         note your disclosure that "[p]urchases of shares by the persons
described above would
         allow them to exert more influence over the approval of the proposals
to be presented at
         the special meeting and would likely increase the chances that such
proposals would be
         approved." Please revise to further discuss how such purchases would
influence the
         proposals presented.
What interests do the Sponsor and BLAC's current officers and directors have in
the Business
Combination?, page 18

10.      Please revise, here and throughout the registration statement, to
disclose the following:

                whether the Sponsor was granted any consideration or incentive
to agree not to
              redeem any shares of BLAC Common Stock held by it in connection
with a
              stockholder vote to approve the Business Combination;

                the price per share paid by the Sponsor for the 1,725,000
shares of BLAC Common
              Stock and 430,000 private placement units; and

                the amount previously loaned by the Sponsor and Bellevue
Capital Management LLC
              to BLAC to fund operating and transaction expenses in connection
with the proposed
 Kuk Hyoun Hwang
FirstName  LastNameKuk   Hyoun Hwang
Bellevue Life Sciences Acquisition Corp.
Comapany
March      NameBellevue Life Sciences Acquisition Corp.
       28, 2024
March4 28, 2024 Page 4
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FirstName LastName
              Business Combination, and whether the parties have any conversion
rights with
              respect to these loans.

         In addition, we note your disclosure that Mr. Hwang, BLAC   s Chief
Executive Officer
         and a Director, is the Chief Executive Officer and Chairman of the
Board of OSR
         Holdings. Please revise your cover page to prominently note this
affiliation and conflict of
         interest.
Summary of the Proxy Statement / Prospectus
OSR Holdings Co., Ltd., page 21

11.      Please revise your disclosure here to provide a more detailed summary
of OSR's business,
         including that it is a holding company that operates through
subsidiaries and investments,
         and that from inception through June 30, 2023, OSR Holdings has
incurred significant
         operating losses and negative cash flows from its operations. Quantify
the net losses for
         the financial periods presented, and quantify OSR's accumulated
deficit as of the most
         recent financial period included in your filing.
Conditions to Closing, page 24

12.      Please revise to note which conditions to closing are waivable. Please
also revise your risk
         factor disclosure to include a discussion of the risks related to the
potential waiver of the
         relevant conditions, and disclose how you will inform investors if and
when material
         conditions are waived.
The BLAC Board's Reasons for the Business Combination, page 29

13.      We note your disclosure that "[b]efore reaching its decision, the BLAC
Board reviewed
         the results of the due diligence conducted by the BLAC management and
advisors on
         OSR Holdings." Please revise to further discuss any material findings
from the due
         diligence conducted by BLAC management and advisors, and how these
findings were
         considered by the BLAC Board when deciding to approve the Business
Combination.
         Please also identify the advisors in your disclosure.
Organizational Structure, page 32

14.      Please revise your ownership structure charts, both prior to and after
the Business
         Combination, to include the ownership percentage in each entity.
Please also refrain from
         using solid lines when depicting subsidiaries that are not controlled
or majority owned.
Risks Factors, page 46

15.      Please avoid presenting risks that could apply to any issuer in your
industry, do not reflect
         your current operations, are not material, or are generic, boilerplate
disclosures.
         Rather, tailor each risk factor to your specific facts and
circumstances. To the extent that a
         risk is not material to you or your investors, consider whether you
need to include it.
 Kuk Hyoun Hwang
Bellevue Life Sciences Acquisition Corp.
March 28, 2024
Page 5
BLAC's Initial Stockholders have agreed to vote their shares in favor of the
Business
Combination, regardless of how . . ., page 46

16.      We note your disclosure that in connection with the Business
Combination, holders of
         BLAC   s common stock issued prior to the BLAC IPO and in the private
placement have
         agreed to vote their shares in favor of the Business Combination.
Please revise this risk
         factor to disclose these holders, including the Sponsor. Please also
disclose whether these
         shareholders received any compensation for their agreement to vote
their shares in favor
         of the Business Combination. Make conforming changes throughout your
filing, including
         to your "Vote of Initial Stockholder" disclosure on page 125.
BLAC's Chief Executive Officer and one of our directors is Chief Executive
Officer and
Chairman of the Board of OSR Holdings . . ., page 47

17.      Please revise to disclose the number of shares of common stock that
Mr. Hwang is
         expected to have in the post-combination company, assuming a range of
redemption
         scenarios.
BLAC and OSR Holdings will incur significant transaction costs . . ., page 53

18.      Please revise to disclose the impact of the aggregate transaction
expenses on the per-share
         value of shares held by non-redeeming BLAC securityholders.
We may not be able to complete an initial business combination with a U.S.
target company
since such initial business combination . . ., page 58

19.      We note your disclosure that because you may be considered a foreign
person under
         CFIUS regulations, the proposed business combination may fall within
the scope of a
         covered transaction and be subject to CFIUS review jurisdiction.
Please revise your cover
         page and disclosure throughout the registration statement to note that
the transaction may
         be subject to CFIUS review because BLAC   s sponsor is controlled by
and has substantial
         ties with non-U.S. persons. Please also reconcile your disclosure in
this risk factor with
         your disclosure on page 38 stating that "[n]one of BLAC and OSR
Holdings is aware of
         any material regulatory approvals or actions that are required for
completion of the
         Business Combination."
There can be no assurance that New OSR Biosciences will be able to comply with
the continued
listing standards of Nasdaq . . ., page 64

20.    We note your disclosure that "[o]n June 27, 2023, BLAC notified Nasdaq
that BLAC is
FirstName LastNameKuk Hyoun Hwang
       not currently in compliance with Nasdaq Listing Rule 5605(c)(2)(A)...but
that it intends to
Comapany    NameBellevue
       regain              Life Sciences
              compliance within  the cureAcquisition Corp.by section (c)(4)(B)
of the Listing
                                          period provided
March Rule."  Please
       28, 2024 Pagerevise
                       5   to disclose the cure compliance deadline.
FirstName LastName
 Kuk Hyoun Hwang
FirstName  LastNameKuk   Hyoun Hwang
Bellevue Life Sciences Acquisition Corp.
Comapany
March      NameBellevue Life Sciences Acquisition Corp.
       28, 2024
March6 28, 2024 Page 6
Page
FirstName LastName
We will likely incur significant operating losses for the foreseeable future
and may never achieve
or maintain profitability., page 67

21.      Please revise your risk factor to provide a more detailed discussion
of OSR's financial
         position and related risks to investors. In your discussion quantify
the company's net
         losses and accumulated deficit for the financial periods presented in
the filing.
OSR Holdings plans to increase its (or LBV's) ownership interests in four
companies described
below that figure prominently . . ., page 71

22.      We note your disclosure that "LBV and OSR Holdings expect to enter
into negotiations to
         make additional investments into [Roca Therapeutics, CARLA
Biotherapeutics, Kekkan
         Biologics, and Elikya Therapeutics] (with the goal of acquiring a
controlling interest)
         following the Closing of the Business Combination." We also note your
disclosure on
         page 139 that "Mr. Sellam said that he was confident LBV could
convince the founders of
         each company to let OSR Holdings acquire majority stakes in their
respective
         companies." Please advise, and revise your disclosure as applicable,
whether you have
         entered into any non-binding LOIs or discussions with these companies.
Please also
         discuss your basis for the determination that LBV could convince the
founders of Roca
         Therapeutics, CARLA Biotherapeutics, Kekkan Biologics, and Elikya
Therapeutics to let
         OSR Holdings acquire majority stakes in their respective companies.
We or the third parties upon whom we depend on may be adversely affected by
natural disasters
and our business continuity and disaster . . ., page 81

23.      Please revise this risk factor to note where your operations are
located and whether there
         is a concentration risk regarding natural disasters.
If we are deemed to have a "place of effective management" in Korea . . ., page
88

24.      Please revise your risk factor disclosure to clarify whether you
expect to be deemed as
         having a "place of effective management" and "permanent establishment"
in Korea.
We are a drug development company with a limited operating history, and many of
our programs
are in early stages of development . . ., page 92

25.      We note your disclosure that "[n]either New OSR Biosciences nor any of
its subsidiaries
         have (1) manufactured any product on a commercial scale, (2)
contracted with a third
         party to do so on our behalf, or (3) conducted sales and marketing
activities for approved
         pharmaceutical products." Please reconcile this statement with your
disclosure on page 72
         that you have a subsidiary that markets and sells medical products and
devices.
Changes in U.S. patent law or the patent law of other countries or
jurisdictions could diminish
the value of patents in general . . ., page 110

26.      We note your disclosure that the "United States has recently enacted
and implemented
 Kuk Hyoun Hwang
FirstName  LastNameKuk   Hyoun Hwang
Bellevue Life Sciences Acquisition Corp.
Comapany
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March7 28, 2024 Page 7
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FirstName LastName
         wide-ranging patent reform legislation." Please revise your risk
factor to briefly discuss
         these reforms.
Unaudited Pro Forma Condensed Combined Financial Information, page 116

27.      You disclosed your basis for the expected accounting treatment for the
Business
         Combination at page 38 and elsewhere in the filing, including
considerations of voting
         power, senior management and the relative size of entities. Please
provide us a more
         detailed analysis under ASC 805-10-55-11 through ASC 805-10-55-15 to
further
         elaborate your basis for such expected accounting. Specifically
address the composition of
         the governing body of the combined entity in terms of whose owners
have the ability to
         elect or appoint or to remove a majority of the members of the
governing body of the
         combined entity. We also note that the post merger management seem to
be comprised of
         mostly senior management from Landmark BioVentures AG. Revise your pro
forma
         presentation to include an updated disclosure of your accounting
basis.
28.      Please tell us how you considered Rule 3-12 of Regulation S-X in
determining the
         appropriate periods to include for your pro forma financial
information. In that regard, the
         pro forma information should reflect the latest balance sheet included
in the filing and the
         most recent interim and annual period of the registrant. Note that
Article 11 of Regulation
         S-X permits the ending date of the periods included for the target
company to differ from
         those of the registrant by up to 93 days, with appropriate footnote
disclosure, and
         that application of the age of financial statement rules may require
the foreign target
         company to include a period in the pro forma information that would be
more current than
         its separate historical financial statements.
29.      Revise your pro forma presentation to properly reflect the
reconciliation of OSR Holdings
         financial statements into U.S. GAAP and U.S. Dollars. In that regard,
the presentation
         should begin the balances from OSR Holdings financial statements
included in the filing
         and then include the reconciling items to U.S. GAAP and U.S. Dollars
either as separate
         columns or within transaction adjustments and provide the details of
the reconciliation
         within the footnotes. Also revise to include appropriate discussion
within Note 1 about
         any reconciliations required to the historical financial statements of
OSR Holdings to the
         presentation in the pro forma financial information.
Note 3. Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet,
page 121

30.      We see that it is a condition to closing under the Business
Combination Agreement that at
         least $5,000,001 remain after payment of all requested redemptions by
your public
         stockholders and that you currently do not have any PIPE Financing. In
this regard, we see
         that cash would be negative in the maximum redemption scenario. Please
revise to
         disclose what consideration was given to this in the maximum
redemption scenario.
The Business Combination, page 130

31.      We note your disclosure that "Mr. Hwang was at all times mindful of
his dual roles with
 Kuk Hyoun Hwang
FirstName  LastNameKuk   Hyoun Hwang
Bellevue Life Sciences Acquisition Corp.
Comapany
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March8 28, 2024 Page 8
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         BLAC and OSR Holdings and took necessary precautions and made
reasonable efforts to
         avoid participating in decisions made on behalf of BLAC or OSR
Holdings," and that
         "[t]hese measures included, without limitation, the formation by BLAC
of an M&A
         Committee, from which Mr. Hwang was recused, and through which
approval would be
         sought to pursue any business combination transaction." Please revise
your disclosure here
         to clarify when OSR Holdings was "introduced" to BLAC, including in
relation to when
         the M&A Committee was formed. In addition, please revise your
disclosure to further
         discuss how Mr. Hwang remained a neutral and balanced advocate for
both parties. As a
         related matter, we note the list of names disclosed on page 131,
including Messrs. Jun
         Chul Whang and Thomas Shin. Please revise to provide context as to why
these names are
         disclosed here and what role these persons played in the review of
potential target
         companies.
Other Companies BLAC Considered for Business Combination, page 131

32.      Please revise your disclosure throughout this section to clearly note
when BLAC was first
         introduced to each potential target. In addition, throughout your
discussion of alternative
         targets, your disclosure appears to indicate that OSR had some
influence on discussions
         with alternative targets, and it appears that OSR reviewed the
confidential materials of
         most, if not all, alternative targets, along with BLAC. Where you
discuss the alternative
         targets considered by BLAC, please clarify when, in relation to
engagement of and
         discussions with these target companies, BLAC determined to enter into
an affiliated
         transaction with OSR, with OSR acquiring additional portfolio
companies.
BLAC and OSR Discussions regarding Business Combination, page 135

33.      We note your disclosure on page 136 that "while BLAC had initiated a
search for a target
         company with which to conduct a business combination, BLAC would also
         simultaneously pursue the possibility of conducting a business
combination with OSR
         Holdings... [which] was discussed in the context of OSR Holdings
historical plans from
         early 2020 for OSR Holdings to lead an effort to take Vaximm AG, a
Swiss biotech
         company, public on the Korean stock exchange." Please revise to
disclose the extent to
         which Mr. Hwang was involved in these historical plans and whether OSR
had considered
         entering into a business combination with a shell corporation prior to
BLAC's IPO. In
         your revised disclosure, please clarify the date that Mr. Hwang
requested that OSR
         Holdings    management carefully consider a business combination with
BLAC as an
         alternative way of taking OSR Holdings public, and on NASDAQ rather
than KOSDAQ.
34.      Please address the following comments related to the valuation of OSR
Holdings and
         other material terms of certain letters of intent discussed in this
section:

                We note your disclosure on page 140 that on May 2, 2023, BLAC
s legal counsel at
              K&L Gates sent Mr. Hwang a draft Non-Binding Letter of Intent
outlining basic
              terms for a potential transaction between BLAC and OSR Holdings.
We also note
              your disclosure that Mr. Hwang "told OSR Holdings executives that
the Draft LOI
 Kuk Hyoun Hwang
FirstName  LastNameKuk   Hyoun Hwang
Bellevue Life Sciences Acquisition Corp.
Comapany
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              would be prepared using the indicative valuation range for OSR
Holdings    equity
              value based on the latest fair market value as reflected in the
share exchange
              transactions conducted with Vaximm, RMC and Darnatein" and that
"[t]he group
              discussed the current valuation of OSR Holdings    three
portfolio companies at USD
              $240m, and explained that OSR Holdings was valuing Vaximm at USD
              $96m." Please revise to disclose the material terms of the draft
LOI and the valuation
              amount included in the LOI, as well as a more extensive
discussion of the underlying
              assumptions and methodologies used in connection with the
valuation.

                We note your disclosure that "a well-regarded Swiss valuation
firm (Avance) had
              valued Vaximm at over $200m in the summer of 2020." Please
describe the
              assumptions and methodology underlying the valuation firm's
valuation of Vaximm,
              and discuss how the group determined the "significant discount"
to arrive at the USD
              $240m valuation for OSR Holdings' three portfolio companies.

                As a related matter, we note your disclosure on page 141 that
"an indicative valuation
              of OSR Holdings, with the three subsidiaries combined (Vaximm,
Darnatein and
              RMC), had been supported by the fair market value reports secured
from the
              valuation consultants in Korea in connection with OSR Holdings
transaction of share
              swap deals with the three companies." Please ensure that you
disclose how these
              FMV reports supported the valuation in the draft LOI.
35.      We note your disclosure on page 142 that "[o]n a video conference held
on June 12, 2023
         between Mr. Hwang and OSR Holdings, Sung Jae Yu, COO and Director of
OSR
         presented to the participants on the call the valuation reports on OSR
Holdings
         subsidiaries prepared by third-party experts in the field of biopharma
valuation from
         Switzerland and Korea. Mr. Yu explained why he believed the proposed
business
         combination would be beneficial to BLAC stockholders, considering the
market
         capitalization comparables of OSR Holdings   s subsidiaries in cancer
vaccine/immuno-
         oncology and disease-modifying osteoarthritis drug (DMOAD) sectors in
the global
         biopharmaceutical industry and market." We also note your reference to
comparable
         companies on pages 138 and 151. Please revise to provide a more robust
discussion of
         how the board considered comparable companies in determining the
valuation of OSR,
         including the names of the comparable companies, how these comparable
companies were
         selected, selection criteria, and relevant metrics used to compare
these companies to OSR.
         For example, disclose the capitalization comparables for OSR and the
comparable
         companies. Please also disclose the material findings of each of the
fair market value
         reports.
36.      Where you discuss certain meetings, materials, and agreements
considered by the parties,
         please provide more detail discussing the material points considered
in discussions, and
         any material findings related to materials or agreements considered.
In this regard please
         address the following comments:
 Kuk Hyoun Hwang
FirstName  LastNameKuk   Hyoun Hwang
Bellevue Life Sciences Acquisition Corp.
Comapany
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March1028, 2024 Page 10
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FirstName LastName
                We note your disclosure on page 142 that on "May 26, 2023, Mr.
Hwang sent to the
              BLAC Board of Directors and OSR Holdings another set of material
that included
              BLAC   s internal due diligence and review of OSR Holdings, which
included the
              corporate slides on OSR, and third-party valuation reports on
Vaximm (dated
              December 5, 2022) and Darnatein (dated July 2022), the two
largest components in
              the overall sum-of-the-parts valuation of OSR." Please revise to
further discuss any
              material findings in connection with the internal due diligence
and review of OSR,
              including the corporate slides on OSR.

                We note your disclosure on page 147 that on July 11, 2023, BLAC
and OSR
              Holdings executed a Non-Binding Letter of Intent for BLAC to
pursue a business
              combination with OSR Holdings. Please revise to note the material
terms included in
              the LOI and to discuss whether these were different from the LOI
draft sent by K&L
              Gates to Mr. Hwang on May 2, 2023.
37.      We note your disclosure on page 148 that on October 28, 2023 "[t]he
M&A Committee of
         BLAC entered into an engagement letter with a qualified financial
advisory firm for
         delivery of a fairness opinion to the M&A Committee in connection with
BLAC   s
         proposed business combination with OSR Holdings." Please disclose the
name of the
         financial advisory firm and any compensation paid to that firm in
connection with the
         preparation of the fairness opinion. Please also revise your
disclosure in this section to
         include a fulsome discussion of the findings of the fairness opinion,
including the
         underlying methodologies and assumptions used in connection with the
valuation of OSR
         Holdings.
38.      We note your disclosure that on July 12, 2023, K&L Gates circulated an
initial draft of the
         Business Combination Agreement and that on November 16, 2023, BLAC and
OSR
         Holdings executed the Business Combination Agreement. Please revise to
discuss how the
         material terms included in the initial draft of the Business
Combination Agreement
         compared to the material terms in the LOIs previously circulated by
K&L Gates. Please
         also revise your disclosure to briefly describe the negotiations of
the parties related to the
         material terms of the executed agreement, including, but not limited
to, valuation, the
         minimum cash condition, the acquisition by OSR of controlling
interests in LBV, board
         composition, the potential PIPE financing, and other material terms of
the business
         combination agreement. In your disclosure, discuss the relevant
positions of the parties
         and how they arrived at final terms.
39.      We note your disclosure on page 150 that "[o]n December 12, 2023, OSR
Holdings and
         LBV executed a binding term sheet for OSR Holdings    acquisition of
LBV." Please revise
         to disclose the material terms included in the binding term sheet.
Please also disclose any
         material changes in the binding term sheet compared to the Non-Binding
LOI entered into
         between OSR Holdings and LBV on July 7, 2023, and discuss the
negotiations of the
         parties related to these material changes, including the positions of
each party and how
         they arrived at final terms. Finally, please revise your disclosure to
clarify whether the
 Kuk Hyoun Hwang
FirstName  LastNameKuk   Hyoun Hwang
Bellevue Life Sciences Acquisition Corp.
Comapany
March      NameBellevue Life Sciences Acquisition Corp.
       28, 2024
March1128, 2024 Page 11
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FirstName LastName
         acquisition of LBV is a condition to closing of the Business
Combination. Revise to
         include risk factor disclosure, as appropriate, describing any risks
related to this
         acquisition not closing.
40.      We note your disclosures throughout the filing referencing certain
advisors to BLAC and
         OSR. Please advise, and revise your disclosure as applicable, whether
a financial advisor
         has been engaged in connection with the Business Combination.
41.      We note the following disclosures related to certain work product
received and considered
         by management:

                "an indicative valuation of OSR Holdings, with the three
subsidiaries combined
              (Vaximm, Darnatein and RMC), had been supported by the fair
market value reports
              secured from the valuation consultants in Korea in connection
with OSR Holdings
              transaction of share swap deals with the three companies."

                "By email dated May 26, 2023, Mr. Hwang sent to the BLAC Board
of Directors and
              OSR Holdings another set of material that included BLAC   s
internal due diligence
              and review of OSR Holdings, which included the corporate slides
on OSR, and third-
              party valuation reports on Vaximm (dated December 5, 2022) and
Darnatein (dated
              July 2022), the two largest components in the overall
sum-of-the-parts valuation of
              OSR."

                "Mr. Hwang and OSR Holdings, Sung Jae Yu, COO and Director of
OSR presented
              to the participants on the call the valuation reports on OSR
Holdings subsidiaries
              prepared by third-party experts in the field of biopharma
valuation from Switzerland
              and Korea."

                "By emails dated October 23 through 26, 2023, counsel for OSR
Holdings
              Mr. Mamoudjy of BG2V exchanged emails with Mr. Brandam of LBV
regarding
              additional questions in relation to its due diligence report."

         It appears that the referenced fair market value reports, third-party
valuation reports of
         Vaximm and Darnatien, valuation reports prepared by third-party
experts in the field of
         biopharma valuation, and due diligence report of BG2V may meet the
definition of
         a report, opinion or appraisal materially relating to the transaction
in Item 4(b) of Form S-
         4. Therefore, please revise to furnish the information required by
Item 1015(b) of
         Regulation M-A and file the report as an exhibit to your registration
statement.
         Alternatively, provide us with a detailed legal analysis of why you
believe you are not
         required to do so.
The BLAC Board's Reasons for the Approval of the Business Combination, page 151

42.      Please address the following comments related to the BLAC Board's
reasons for the
         approval of the business combination:
 Kuk Hyoun Hwang
Bellevue Life Sciences Acquisition Corp.
March 28, 2024
Page 12
                We note your disclosure on page 151 that "[b]efore reaching its
decision, the BLAC
              Board reviewed the results of the due diligence conducted by the
BLAC management
              and advisors on OSR Holdings," which included "research on public
comparable
              companies with similar indications and modality as OSR Holdings;"
"virtual and in
              person meetings and calls with BLAC   s management team and OSR
Holdings
              regarding operations and clinical studies;" and "consultation
with legal and financial
              advisors and industry experts," among other items. Please revise
your disclosure to
              explain how each of these factors were considered by the BLAC
Board.

                We note your disclosure on page 151 that "BLAC considered a
number of factors
              pertaining to the Business Combination as generally supporting
its decision to enter
              into the Business Combination Agreement and the transactions
contemplated
              thereby." Please revise to provide further detail regarding how
the BLAC Board
              concluded that OSR embodied each of these material factors.
Interests of BLAC's Directors and Executive Officers in the Business
Combination, page 152

43.      We note your disclosure on page 154 that BLAC   s M&A Committee
reviewed and
         considered BLAC   s directors and officers' interests in the Business
Combination during
         their evaluation of the Business Combination and in unanimously
approving and
         recommending that the full Board approve the Business Combination
Agreement and the
         transactions contemplated therein, including the Business Combination.
Please revise to
         further disclose how the M&A Committee evaluated these interests, in
particular the fact
         that Mr. Hwang, Mr. Whang and affiliates of the Sponsor are
stockholders in OSR
         Holdings, and that Mr. Hwang is the President and CEO and Director of
both BLAC and
         OSR Holdings.
Structure of the Transactions, page 157

44.      We note your disclosure that pursuant to the terms of the
Non-Participating Stockholder
         Joinders, BLAC will have rights to acquire the shares of the
Non-Participating Company
         Stockholders. Please revise to disclose the mechanics by which BLAC
will have the rights
         to acquire these shares.
45.    We note your disclosure that holders of a minority of the remaining
shares of OSR
       Holdings common stock not owned by BLAC upon consummation of the Share
Exchange
       will not enter into a Non-Participating Stockholder Joinder and will
therefore not be
       considered Non-Participating Company Stockholders, and such shares will
remain
       outstanding and not be subject to any contractual put or call rights, or
other conversion
FirstName LastNameKuk Hyoun Hwang
       rights, with or into BLAC common stock. Please revise to further
disclose what will
Comapany    NameBellevue
       happen                Lifefollowing
               to these shares     Sciencesthe
                                             Acquisition
                                               Business Corp.
                                                         Combination, including
the estimated
March number
       28, 2024ofPage
                   these12shares that will remain outstanding after the
Business Combination.
FirstName LastName
 Kuk Hyoun Hwang
FirstName  LastNameKuk   Hyoun Hwang
Bellevue Life Sciences Acquisition Corp.
Comapany
March      NameBellevue Life Sciences Acquisition Corp.
       28, 2024
March1328, 2024 Page 13
Page
FirstName LastName
Representation and Warranties, page 158

46.      Please revise your list of representations and warranties to describe
the material terms of
         each item rather than providing a summary list.
Satisfaction of 80% Test, page 168

47.      We note your disclosure that the BLAC Board determined that the
enterprise value of
         OSR Holdings equaled or exceeded 80% of the amount held by BLAC in
trust for the
         benefit of its public stockholders (excluding any deferred
underwriters fees and taxes
         payable on the income earned on the trust account). Please revise to
discuss how you
         determined that the enterprise value of OSR Holdings equaled or
exceeded this
         percentage. In your discussion, please clearly disclose the impact on
your calculation of
         OSR Holdings related to the structure of the Business Combination,
including that, upon
         consummation of the Share Exchange, BLAC will directly own a minimum
of 75% of the
         shares of OSR Holdings Common Stock outstanding pursuant to the
Participating
         Stockholder Joinder. In addition, please clarify the impact, if any,
related to OSR's
         potential acquisition of LBV, including whether the company took this
acquisition into
         account, and if so, considered the uncertainty of closing.
Business Of OSR Holdings And Certain Information About OSR Holdings, page 198

48.      Please revise this section to add an organization chart illustrating
OSR's ownership
         percentage in each of its subsidiaries. Refer to Item 14(a) of Form
S-4 and Item 101 of
         Regulation S-K. As a related matter, we note your disclosure that your
portfolio includes
         both subsidiaries and investments, and that you have yet to realize
any gains from the four
         companies in your portfolio. Please clarify whether you have realized
any gains on your
         investments. In addition, please clarify the process by which you
select an opportunity for
         investment rather than for development into a subsidiary. Finally,
given your disclosure
         that OSR's portfolio includes both subsidiaries and investments,
please provide a detailed
         legal analysis regarding whether OSR and its subsidiaries meet the
definition of an
         "investment company" under the Investment Company Act of 1940. Please
also provide a
         similar legal analysis for LBV, given your disclosure that LBV
"currently owns between
         14.75% and 37.5% of the outstanding shares" of its "investments."
49.      We note that you make various statements regarding medical conditions
and
         treatments throughout this section, including, but not limited to, the
following:

                Page 200: "DDTS has been developed and utilized by numerous
collaborators,
              including pharmaceutical and biotech companies, and accelerators,
to mitigate
              clinical failures due to incorrect or poor clinical design,
misaligned indications,
              positioning, or comparator selection."

                Page 205: "Uveal melanoma is a rare eye cancer and is the most
prevalent primary
              intraocular malignancy in adults, with an annual incidence of 6
cases per million
 Kuk Hyoun Hwang
Bellevue Life Sciences Acquisition Corp.
March 28, 2024
Page 14
              individuals in US. Typically, patients are diagnosed between
their 5th and
              7th decades of life, with a median age of 62 years. The 5-year
disease-related
              mortality rate stands at approximately 45%, and 50% of patients
develop metastases
              despite primary tumor treatment."

                Page 206: "The disease may also cause enlargement of the spleen
or liver and a
              reduction of the number of circulating blood cells. BPDCN is a
highly aggressive,
              life-threatening disease with an overall survival rate of less
than 15%. There are an
              estimated 1,000 to 1,400 new cases per year in the US and EU."

                Page 207: "Clear cell renal cell carcinoma (   ccRCC   ) is the
predominant histological
              subtype of RCC, a specific type of kidney cancer representing 75%
of all kidney
              cancers. It ranks as the fourteenth most common cancer worldwide
according to
              World Cancer Fund. And according to the American Cancer Society,
the five-year
              survival rate for ccRCC varies depending on the disease stage,
with 93% for localized
              disease, 70% for regional disease, and 12% for metastatic
disease."

                Page 207: "After surgery, relapse occurs in 20-30% of cases,
usually within 1 to 2
              years. Additionally, based on available data, more than 23,000
cases of stage IV
              ccRCC (advanced or metastatic) were diagnosed in US, highlighting
the significant
              number of individuals affected by this advanced stage of the
disease."

                Page 208: "For example, 80% of patients with metastatic
pancreatic cancers will
              relapse within 2 years of diagnosis. Pancreatic cancer is the
seventh leading cause of
              cancer death worldwide with an average survival rate of 5 years
and recurrence rate
              of 75% following treatment. Pancreatic adenocarcinoma (   PDAC
) or exocrine
              pancreatic cancer is the most common type of pancreatic cancer
and begins in the
              cells lining the ducts of the pancreas."

         Please revise your disclosure throughout the registration statement to
provide
         supplemental support for all factual assertions, including to provide
the basis for each of
         the above statements. To the extent you do not have independent
support for a statement,
         please revise the language to clarify the basis for the statement. In
addition, to the extent
         that some of these statements are management's opinions or beliefs,
please revise your
         disclosure to state the same, and provide the basis for these opinions
or beliefs.
50.    We note your disclosure referencing "promising science,"
"first-in-class" opportunities,
       and "high potential" candidates. Please clarify how you determine
whether certain science
       is "promising," including your search process and how you engage with
entities
       with therapeutic opportunities and programs that could be commercially
viable. In
FirstName LastNameKuk Hyoun Hwang
       addition, where you use phrases such as "first-in-class" or "high
potential," please clarify
Comapany
       how NameBellevue    Life
            you define these    Sciences
                             phrases,    Acquisition
                                      including       Corp.
                                                the basis upon which you
determined
March opportunities
       28, 2024 Pagewere
                      14 "first-in-class" or candidates have "high potential."
FirstName LastName
 Kuk Hyoun Hwang
FirstName  LastNameKuk   Hyoun Hwang
Bellevue Life Sciences Acquisition Corp.
Comapany
March      NameBellevue Life Sciences Acquisition Corp.
       28, 2024
March1528, 2024 Page 15
Page
FirstName LastName
51.      Please revise your disclosure to discuss the current stage of
development of each of OSR's
         portfolio companies' commercial products and drug candidates, and
disclose any clinical
         trials and/or regulatory approvals that have been undertaken or
received for each. Where
         you refer to certain pipeline products, please identify these
products. Please also note the
         regulatory and/or institutional authority sponsoring any such clinical
trials and/or
         providing any such regulatory approvals, and disclose what steps are
further needed, if
         applicable, to make the pipeline products viable.

         In particular, we note the following disclosure regarding your
products and candidates:

                Page 203: "Vaximm currently has a pipeline of three clinical
and pre-clinical drug
              candidates targeting diseases ranging from glioblastoma to
gastrointestinal stromal
              tumor to ocular diseases."

                Page 204: "Darnatein has identified and advanced two lead
therapeutic candidates, a
              clinical-stage asset for spine and joint disorders in DRT-204,
and a pre-clinical stage
              asset for osteoarthritis in DRT-704."

                Page 205: "RMC is a Korea-based medical supply distribution
company exclusively
              serving the Korea market currently."
52.      Please revise your disclosure regarding the LBV Companies to discuss
the current stage of
         development of each of their material products and drug candidates,
and disclose any
         clinical trials and/or regulatory approvals that have been undertaken
or received for each.
          Where you refer to certain pipeline products, please identify these
products. Please also
         note the regulatory and/or institutional authority sponsoring any such
clinical trials and/or
         providing any such regulatory approvals, and disclose what steps are
further needed, if
         applicable, to make the pipeline products viable. Further, please
disclose any material
         intellectual property.

         In particular, we note the following disclosure regarding the LBV
companies' products
         and candidates:

                Roca Therapeutics; Page 205: "The flagship product candidate,
RCT001, is an orally
              administered small molecule addressing metastatic cancer, with a
primary focus on
              Uveal Melanoma (UM). IND-enabling studies are currently underway
with RCT001
              in preparation for a first-in-human clinical trial for UM." "A
second program,
              RCT002 is a topically administered small molecule for
retinopathies, with a primary
              focus on neovascular glaucoma associated to UM treatment. This
pre-
              clinical program is currently advancing through the SEED stage in
preparation
              for IND-enabling studies."

                CARLA Biotherapeutics; Page 206: "CARLA has recently obtained
orphan drug
              designation status for CARLA001 by both the European Medicines
Agency (EMA)
 Kuk Hyoun Hwang
FirstName  LastNameKuk   Hyoun Hwang
Bellevue Life Sciences Acquisition Corp.
Comapany
March      NameBellevue Life Sciences Acquisition Corp.
       28, 2024
March1628, 2024 Page 16
Page
FirstName LastName
              and U.S. Food and Drug Administration (FDA)."

                Kekkan Biologics; Page 207: "Kekkan has already identified a
promising candidate,
              KB001, which is a fully humanized monoclonal antibody designed to
target LVRF
              for renal cell carcinoma (   RCC   ). This specific target
exhibits high potential for the
              treatment of kidney, colon, and ovarian cancers that have shown
resistance to first-
              generation anti-angiogenic drugs."

                Elikya Therapeutics; Page 208: "Elikya   s lead product
candidate, ELY313, inhibits
              key targets involved in the progression of aggressive and highly
fibrotic and
              vascularized cancers such as pancreatic cancer."
Venture and Drug Development Process, page 201

53.      Please revise your disclosure to clarify the stages of product
candidates at each of your
         SEED, GROW, and HARVEST stages. For example, clarify which stage would
include
         pre-clinical and clinical trials, and whether HARVEST means that a
product has
         regulatory approval for commercialization.
Intellectual Property Overview, page 202

54.      Please revise your intellectual property disclosure to clearly
describe on an individual or
         patent family basis the type of patent protection granted for each
product, the expiration
         year of each patent held, and the jurisdiction of each patent. Please
clearly distinguish
         between owned patents and patents licensed to and from third parties.
In this regard it may
         be useful to provide tabular disclosure. Please also revise to include
similar disclosure for
         each of your subsidiaries.
Vaximm, page 203

55.      We note your disclosure that "Vaximm   s flagship asset, VXM01, is a
late clinical-stage
         immuno-oncology candidate for glioblastoma shown to be specific and
effective, with a
         well-tolerated safety profile in early-stage clinical trials" and that
"VXM01 has been
         granted Orphan Drug Designation by the U.S. Food and Drug
Administration (FDA) and
         European Medicines Agency (EMA) for both glioblastoma and pancreatic
cancer." Please
         revise to disclose when VXM01 was granted Orphan Drug Designation by
the FDA and
         the EMA, and describe the significance of this designation in your
disclosure.
56.      We note your disclosure that "[p]roduction of targeted immunotherapies
is expensive and
         time-intensive, making tailor-made therapies challenging to produce
and manufacture at
         scale and, thus, not readily accessible," and "Vaximm seeks to
overcome these limitations
         by leveraging our foundational science and innovative platform of
attenuated bacterial
         strains to produce effective, customizable, oral vaccines efficiently
and cost-effectively to
         maximize accessibility." Please revise your disclosure to provide
significantly more detail
         regarding Vaxxim's plans to produce oral vaccines for the treatment of
cancer and
 Kuk Hyoun Hwang
FirstName  LastNameKuk   Hyoun Hwang
Bellevue Life Sciences Acquisition Corp.
Comapany
March      NameBellevue Life Sciences Acquisition Corp.
       28, 2024
March1728, 2024 Page 17
Page
FirstName LastName
         immunological disorders, including a discussion of current strategy;
estimated timeframe
         for producing oral vaccines, including necessary clinical trials and
regulatory
         approvals; and any limitations or risks related to pursuing new
product candidates in this
         field. In this regard, we note your disclosure that Vaxxim's flagship
asset is an immuno-
         oncology candidate.
Darnatein, page 204

57.      We note your disclosure that "[e]arly clinical data with DRT-204 has
demonstrated
         preliminary efficacy with a safe and well-tolerated profile in
patients. DRT-704 has been
         demonstrated to be safe and effective in non-clinical models of
osteoarthritis." Please
         revise to discuss the clinical trials and/or studies from which you
have obtained this early
         clinical data. In addition, we note that safety and efficacy are
determinations that are
         solely within the authority of the FDA or similar foreign regulators.
As such, please revise
         your disclosure to remove any statements of safety and efficacy for
any products that have
         not been approved by the FDA or similar foreign regulators. Make
conforming changes
         throughout your description of OSR's business, including but not
limited to where you
         disclose on page 206 that "RCT001 and RCT002 are novel approaches to
address both the
         metastatic and non-metastatic stages of disease with the potential to
be meaningful,
         effective and safe options for those diagnosed with UM."
RMC, page 205

58.      We note your disclosure that "RMC is a Korea-based medical supply
distribution
         company exclusively serving the Korea market currently. Commercial
medical products,
         including cerebral surgical devices, are in growing demand." Please
revise to disclose the
         products that RMC currently markets. Further, we note your disclosure
that "RMC has
         demonstrated year-over-year revenue growth and intends to expand
operations to support
         other countries throughout Asia." Please provide further disclosure
regarding the timing
         and scope for this expansion.
Competition in our Industry, page 208

59.      We note your disclosure that you "face competition with respect to
[y]our current product
         candidates and will face competition with respect to future product
candidates, from
         pharmaceutical and biotechnology companies to public and private
research institutions,
         among others." Please revise your disclosure to enhance your
description of the
         competitive business conditions you face with respect to your material
product candidates,
         including disclosing the names of your main competitors, the stages of
development for
         your competitors' candidates, and if applicable, competition from
existing approved
         products.
Manufacturing, page 209

60.      We note your disclosure that you "currently rely, and expect to
continue to rely, on CMOs
 Kuk Hyoun Hwang
Bellevue Life Sciences Acquisition Corp.
March 28, 2024
Page 18
         for the manufacture of [y]our product candidates undergoing
preclinical testing, as well as
         for clinical testing and commercial manufacturing if [y]our product
candidates receive
         marketing approval." Please revise to discuss any current arrangements
with CMOs,
         including any material contracts for production, and identify the CMOs
upon which you
         rely. To the extent that there are any material contracts, please
disclose their material
         terms and file them as exhibits to this registration statement or
provide your analysis as to
         why they do not need to be filed. Refer to Item 601(b)(10) of
Regulation S-K.
United States Government Regulation of Drug and Biological Products, page 210

61.      Please revise your disclosure to discuss your current FDA approvals as
well as the results
         of any material clinical trials.
Management of OSR Holdings, page 226

62.      Please revise Mr. Kuk Hyoun Hwang's biographical information to note
that he is the
         Chief Executive Officer of BLAC.
OSR Holdings Management's Discussion and Analysis of Financial Condition and
Results of
Operations
Components and Comparison of Our Results of Operations, page 233

63.      We see that you present the results of operations for OSR Holdings in
US Dollars, while
         the included financial statements are presented in Korean won. Please
revise to present
         the results of operations and related discussion in the company's
reporting currency,
         consistent with the included financial statements. Note that a
convenience translation may
         be presented only for the most recent fiscal year and any subsequent
interim period. If
         you choose to provide a convenience translation, please disclose the
basis for the
         translation. As a related matter, note that your results of operations
should be in IFRS as
         issued by the IASB, consistent with the included financial statements,
not in U.S. GAAP.
64.      Throughout this section, where you disclose multiple factors
underlying changes in line
         items, please quantify the contribution of each factor. For example
only, we note your
         disclosure on page 234 that the increase in administrative expenses
was primarily due to
         increased costs of travel and related expenses and to a lesser extent,
increases in salaries
         and benefits costs.
65.    We note your disclosure that "[a]s of December 31, 2022, OSR Holdings
held interest-
       bearing debt positions with a Korean bank (Woori Bank) as well as with
several
       individuals in a combined outstanding balance of KRW 1,596,615,903
(~$1.24 million) as
       described in Note 17 to [y]our annual consolidated financial statements
included
FirstName LastNameKuk Hyoun Hwang
       elsewhere in this proxy statement/prospectus" and that "RMC borrowed
these funds prior
Comapany    NameBellevue
       to [y]our acquisitionLife Sciencescorporate
                             for general   Acquisition Corp. (working capital
loans)." Please revise
                                                   purposes
March to
       28,disclose the material
           2024 Page   18       terms of these loans.
FirstName LastName
 Kuk Hyoun Hwang
FirstName  LastNameKuk   Hyoun Hwang
Bellevue Life Sciences Acquisition Corp.
Comapany
March      NameBellevue Life Sciences Acquisition Corp.
       28, 2024
March1928, 2024 Page 19
Page
FirstName LastName
Liquidity and Capital Resources, page 236

66.      We note your disclosure that "New OSR Biosciences may seek additional
funding through
         the issuance of New OSR Biosciences    common shares, may make
drawdowns on its
         existing or new loan facilities, or through payments from
collaborations or partnerships
         with other companies, and/or may realize cash from collaborations or
partnerships with
         other companies, and/or through divestment from the sale of some or
all of its strategic
         holdings, although there are no assurances those sources of funding
will be realized."
         Please revise to also discuss the contemplated issuance of PIPE shares
and how the
         issuance of such shares, or any additional New OSR Biosciences common
shares may
         depress the value of the New OSR Biosciences common shares.
Contractual Obligations and Commitments, page 237

67.      We note your disclosure that "OSR Holdings and its subsidiaries have
entered into various
         contractual arrangements that involve future payments, such as on
leases, clinical trials,
         other R&D activities and minimum purchases of medical devices (for
resale)," and "New
         OSR Biosciences    obligations for those payments in 2024, which vary
in time and
         amount, are currently expected to be approximately $3.3 million."
Please revise your
         disclosure to discuss these obligations separately, to the extent
material, including material
         terms, amounts due, due dates and termination dates, and parties.
Consider tabular
         disclosure for clarity, if appropriate.
Management's Discussion and Analysis of Financial Condition and Results of
Operations of
BLAC
Liquidity, Capital Resources and Going Concern Consideration, page 256

68.      We note your disclosure that the proceeds held in the Trust Account
are invested only in
         U.S. government treasury obligations with a maturity of 185 days or
less or in money
         market funds meeting certain conditions under Rule 2a-7 under the
Investment Company
         Act of 1940, as amended, which invest only in direct U.S. government
treasury
         obligations. Please revise to disclose the risk that you could be
considered to be operating
         as an unregistered investment company. Disclose that if you are found
to be operating as
         an unregistered investment company, you may be required to change your
operations,
         wind down your operations, or register as an investment company under
the Investment
         Company Act. Also include disclosure with respect to the consequences
to investors if
         you are required to wind down your operations as a result of this
status, such as the losses
         of the investment opportunity in a target company, any price
appreciation in the combined
         company, and any warrants, which would expire worthless.
69.      Please revise your discussion of BLAC's liquidity and capital
resources to also discuss the
         current amounts in the Trust Account and the impact of redemptions in
connection with
         prior extensions of the date by which you must complete the Business
Combination.
 Kuk Hyoun Hwang
FirstName  LastNameKuk   Hyoun Hwang
Bellevue Life Sciences Acquisition Corp.
Comapany
March      NameBellevue Life Sciences Acquisition Corp.
       28, 2024
March2028, 2024 Page 20
Page
FirstName LastName
Certain BLAC Relationships And Related Persons Transactions
Deferred Underwriting Fee, page 262

70.      We note your disclosure that "Chardan is entitled to a deferred
underwriting commission
         of $2,070,000" and that "[t]he deferred fee will be waived by Chardan
in the event that
         BLAC does not complete a Business Combination, subject to the terms of
the
         underwriting agreement." As it appears that underwriting fees remain
constant and are not
         adjusted based on redemptions, please revise your disclosure to
disclose the effective
         underwriting fee on a percentage basis for shares at each redemption
level presented in
         your sensitivity analysis related to dilution.
Management Following The Business Combination
Committees of the New OSR Biosciences Board, page 268

71.      Please revise to disclose all of the members that will serve on your
audit committee upon
         completion of the Business Combination. Please also note who will
serve as your audit
         committee expert.
Description of Securities
Warrants, page 271

72.      Please highlight the material risks to public warrant holders,
including those arising from
         differences between private and public warrants. Clarify whether
recent common stock
         trading prices exceed the threshold that would allow the company to
redeem public
         warrants.
Index to Financial Statements, page F-1

73.      We reference disclosure on page 231 that on December 11, 2023, OSR
Holdings entered
         into a binding term sheet to acquire 100% of the outstanding shares of
Landmark
         BioVentures AG, pursuant to a definitive agreement expected to be
entered into in March
         2024. In that regard, we understand that the acquisition is expected
to close in advance of
         the Closing of the Business Combination or simultaneously therewith.
Please tell us what
         consideration you gave to including financial statements of Landmark
BioVentures AG
         under Rule 3-05 of Regulation S-X.
OSR Holdings Co., Ltd. and its subsidiaries Consolidated Financial Statements
for the Six
Months Ended June 30, 2023 and 2022
Note 1. General Information, page F-61

74.      Reference the disclosure that the Parent acquired subsidiaries in
March 31 2023 and
         accounted for the acquisitions at June 30, 2023, which is deemed the
acquisition date.
         Please revise to disclose why the deemed acquisition date for
accounting purposes was
         three months after the acquisition date. Reference Paragraphs 8 and 9
of IFRS 3.
 Kuk Hyoun Hwang
FirstName  LastNameKuk   Hyoun Hwang
Bellevue Life Sciences Acquisition Corp.
Comapany
March      NameBellevue Life Sciences Acquisition Corp.
       28, 2024
March2128, 2024 Page 21
Page
FirstName LastName
Note 13. Tangible Assets, page F-87

75.      Tell us why you reference footnote 32 for the line items "Business
combinations" under
         Acquisition cost and Accumulated depreciation. Also explain why you
recorded
         significant additions to Tangible assets during the six months ended
June 30, 2023 that do
         not appear to be related to the acquisition of Darnatein Co., Ltd.
from Note 34.
Note 14. Intangible Asset, page F-88

76.      Please revise to disclose how you assessed the recoverability of the
significant patent
         technology asset of 235,354,456,450. Reference Paragraphs 8-17 of IAS
36. Consider
         including additional disclosure within Critical Accounting Policies.
Note 26. Administrative Expenses, page F-94

77.      We see from page 35 that you recorded $328,826 of research and
development expense
         and that you consider "Research and Development Prepayments, Accruals
and Related
         Expenses" a critical accounting policy. Please revise to include
footnote disclosure about
         research and development expense. Reference Paragraphs 126 and 127 of
IAS 38.
Note 34. Business Combinations, page F-98

78.      Please address the following comments related to your acquisition of
Darnatein Co.,
         Ltd. in 2023, as well as your acquisitions of VAXIMM AG and RMC Co.,
Ltd. in 2022:

                Revise to include a qualitative description of the factors that
make up the goodwill
              recognised, such as expected synergies from combining operations
of the acquiree
              and the acquirer, intangible assets that do not qualify for
separate recognition or other
              factors. Reference Paragraph B64(e) of IFRS 3.

                Revise to include the number of instruments or interests issued
and the method you
              used to valued the acquisition-date fair value of the Acquirees
 equity interests in
              determining the total consideration for the acquisitions.
Reference Paragraph B64(f)
              of IFRS 3.

                Explain to us in detail the ownership structure of OSR Holdings
and each aquiree
              right before the consummation of these acquisitions, including
any affiliated entities
              or individuals, and their relationships that could potentially
raise the question of
              common control. Specifically discuss the role and holdings of Kuk
Hyoun Hwang in
              these entities. We may have follow up comments after seeing your
response.
 Kuk Hyoun Hwang
FirstName  LastNameKuk   Hyoun Hwang
Bellevue Life Sciences Acquisition Corp.
Comapany
March      NameBellevue Life Sciences Acquisition Corp.
       28, 2024
March2228, 2024 Page 22
Page
FirstName LastName
       Please contact Kristin Lochhead at 202-551-3664 or Li Xiao at
202-551-4391 if you have
questions regarding comments on the financial statements and related matters.
Please contact
Juan Grana at 202-551-6034 or Katherine Bagley at 202-551-2545 with any other
questions.



                                                          Sincerely,

                                                          Division of
Corporation Finance
                                                          Office of Industrial
Applications and
                                                          Services
cc:      Gary Kocher