July 25, 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.
           Registration Statement on Form S-4
           Filed June 28, 2024
           File No. 333-280590
Dear Kuk Hyoun Hwang:

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

       Please respond to this letter by amending your registration statement
and providing the
requested information. 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 any amendment to your registration statement and the
information you
provide in response to this letter, we may have additional comments. Unless we
note otherwise,
any references to prior comments are to comments in our March 28, 2024 letter.

Registration Statement on Form S-4
Cover Page

1.     We note your response to comment 10 and reissue the comment in part.
Please revise your
       cover page to prominently note the conflict of interest stemming from
Mr. Hwang,
       BLAC   s Chief Executive Officer and a Director, being the Chief
Executive Officer and
       Chairman of the Board of OSR Holdings.
Summary of the Proxy Statement / Prospectus
Organizational Structure, page 35

2.     We note your response to comment 14 and reissue the comment in part.
Please revise your
       ownership structure charts, both prior to and after the Business
Combination, to include
       the ownership percentage of initial stockholders of OSR Holdings, the
OSR board and
       management, PIPE investors, BLAC founders, public stockholders, and any
other
       stockholders, as applicable, in OSR Holdings.
 July 25, 2024
Page 2

Unaudited Pro Forma Condensed Combined Financial Information, page 124

3.     We reference your revisions in response to prior comment 28. Please
revise to include pro
       forma information for the three months ended March 31, 2024, which is
the latest balance
       sheet included in the filing and the most recent interim and annual
period of the registrant.
       Refer to Rule 3-12 of Regulation S-X. 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.
4.     We reference prior comment 30. Please tell us why it is appropriate to
include pro forma
       adjustments related to the PIPE financing. In that regard, advise how
the adjustment is
       factually supportable since you do not have a definitive agreement.
Refer to Article 11 of
       Regulation S-X.
5.     Please disclose the terms and your accounting for the Earnout Shares, as
well as the 40%,
       or 9,784,486 shares of BLAC Common Stock, to be issuable by BLAC to the
Non-
       Participating Company Stockholders upon exercise of the put/call rights
set forth in
       the Non-Participating Stockholder Joinders.
6.     Please explain to us, and revise if necessary, how you have considered
the following items
       under Note 2. IFRS to US GAAP reconciliation and assessment:

             Your response to prior comment 78 appears to indicate that the
acquisition of
           Vaximm AG by OSR Holdings is a common control transaction. Under US
GAAP,
           however, transactions between entities under common control is
accounted for using
           the historical cost basis of the parent. Refer to ASC 805-50 for
common control
           transactions.

             Please also tell us how you have considered whether the Darnatein
acquisition would
           meet the screen test under ASC 805-10-55-5A to be accounted for as
an asset
           acquisition, where it appears that substantially all of the fair
value of the gross assets
           acquired is concentrated in DRT101, a single identifiable asset, or
group of similar
           identifiable assets.
7.     Under Note 5, adjustment 3 is to reflect the elimination of $10.5
million of OSR's
       historical accumulated deficit. Please tell us why such an adjustment is
appropriate when
       OSR is considered to be the accounting acquirer of this reverse
recapitalization
       transaction. Refer to ASC805-40-45-2(c).
8.     Under Note 7 Loss per Share Information, please remove all data for 2022
since no pro
       forma presentation was provided for 2022. Please also revise to provide
all potentially
       dilutive equity instruments below your EPS table on page 135.
The Business Combination, page 142

9.     We note your response to comment 31. Please revise to discuss how the
BLAC M&A
       Committee considered Mr. Hwang's role in the initial outreach to OSR
Holdings and the
 July 25, 2024
Page 3

       preparation of the initial draft of the LOI, as well as the conflict of
interests posed by his
       and Mr. Whang's financial interests in OSR Holdings. In particular,
please disclose the
       process through which the M&A Committee ratified BLAC's entry into the
non-disclosure
       agreement with OSR Holdings, dated March 30, 2023, and the actions taken
by the BLAC
       Board and management prior to June 9, 2023. We also note that, based on
your current
       disclosure, it appears that the other companies considered by BLAC for a
business
       combination were initially contacted prior to the formation of the M&A
Committee. As
       such, please advise whether the M&A Committee considered any alternative
Business
       Combination targets to OSR Holdings.
Other Companies BLAC Considered for Business Combination, page 144

10.    We note your response to comment 32. Please revise this section to
clarify OSR's
       involvement in the target search prior to the formation of the BLAC M&A
Committee. In
       this regard, we note that "Mr. Whang shared Company B's non-confidential
deck by email
       dated March 10, 2023 with members of BLAC (Mr. Hwang) and OSR Holdings
(Sean
       Chung, Jessi Kim and Sung Jae Yu) for a preliminary review of Company B
 s science and
       technology and the company   s current and projected financial status."
BLAC and OSR Holdings Discussions regarding Business Combination, page 148

11.    We note your response to comment 39 and reissue the comment in part.
Please revise to
       explain why the acquisition of LBV was terminated and describe any
material discussions
       between the parties related to this termination. Please also explain how
the BLAC Board
       concluded that the loss of the acquisition opportunity corresponded to a
reduction in the
       aggregate consideration from 25,033,961 shares of BLAC common stock to
24,461,214
       shares of BLAC common stock and a reduction in the aggregate
consideration value of
       OSR Holdings from $250,339,610 to $244,612,136. Please also ensure that
you include
       material disclosures regarding negotiations with LBV prior to and
leading up to the
       termination of the binding term sheet and LOI in March 2024.
12.    We note your response to comment 41 and reissue the comment in part.
Please disclose
       the material findings of the underlying valuations conducted by AF for
Vaximm and
       Darnatein.
The BLAC M&A Committee's Reasons for the Approval of the Business Combination,
page 165

13.    We note that you make various statements regarding medical conditions
and
       treatments throughout this section, including, but not limited to, the
following:

             Page 166: "GBM is a cancer with some of the highest unmet needs,
and one of the
           most common and lethal primary brain tumors with very limited
therapy options."
           "GBM patients have an overall survival of between one and two years
(median
           survival 20.5 months)."

             Page 166: "Hepatocellular carcinoma (HCC) is the most common type
of primary
           liver cancer and accounts for 75   90% of all primary liver cancers,
making it the third
           leading cause of cancer mortality worldwide."
 July 25, 2024
Page 4

             Page 166: "The increasing prevalence of colorectal cancer due to
low fruit and
           vegetable intake, excessive alcohol consumption, sedentary
lifestyle, smoking,
           obesity, and high intake of processed meats will create growth
opportunities in the
           market to address the disease."

       Please revise your disclosure throughout the registration statement to
provide 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.
14.    We note your disclosure regarding the valuation of the global GBM, HCC,
mCRC and
       OA treatment markets. We also note your disclosure on page 167 that
"[b]ased on the
       BLAC M&A Committee   s review of OSR Holdings' asset pipeline which
includes
       Vaximm's drug candidates for recurrent GBM, hepatocellular cancer,
metastatic colorectal
       cancer, and Darnatein's drug candidate for osteoarthritis and the
foregoing market data
       relevant to such assets, the BLAC M&A Committee determined that the
total addressable
       market presents a favorable opportunity to OSR Holdings and considered
such
       information in their conclusion that the Business Combination is fair
to, advisable, and in
       the best interests of BLAC and its stockholders." Please revise to
disclose the total
       addressable market and underlying assumptions, and to further discuss
how the
       committee determined that the total addressable market presents a
favorable opportunity
       to OSR Holdings.
OSR Holdings Indicative Valuation Reports, page 171

15.    We note your response to comment 37. Please disclose any payments made
to Ghilin
       Accounting Corp. and Avance, in connection with the December 2022,
January 2023, and
       2020 valuation reports, respectively.
16.    We note your disclosure regarding the Darnatein valuation model prepared
by Ghilin,
       including that one of the key assumptions of the model was that
Darnatein would enter
       into a licensing deal exceeding $2 billion, which has not occurred, and
for which there are
       no certain negotiations or plans. Please expand your discussion to
further explain why the
       M&A Committee thought that this assumption, which underlies the
valuation of Darnatein
       used in connection with the valuation of OSR Holdings included in the
May 2, 2023 draft
       LOI, is reasonable.
Additional Valuation Information Obtained During Diligence, page 174

17.    We note your disclosure that "[t]he BLAC M&A Committee also noted that
the 2020
       valuation report from Avance, although outdated by 3 years, still
presents a meaningful
       data point to consider with respect to Vaximm's valuation given the
global pandemic
       which consumed almost 3 years between the publication of the report and
their review
       thereof," and that "[t]he BLAC M&A Committee took into consideration the
fact that
       Vaximm has had difficulties in recruiting patients for its clinical
studies which, coupled
       with the current fundraising environment for clinical-stage
biopharmaceutical companies,
       has resulted in stagnant business development between the preparation of
the Avance
 July 25, 2024
Page 5

       report and now." Please further elaborate why the BLAC M&A Committee
considered the
       2020 valuation report to be relevant for the valuation of OSR Holdings
included in the
       May 2023 draft LOI, given that the underlying data included in the
Avance report
       references development costs and timelines from as early as 2020. Please
revise your risk
       factor disclosure, as applicable, to further highlight the risk to
investors from the BLAC
       M&A Committee's reliance on the Avance and Ghilin reports, as well as
the Choloc
       fairness opinion's reliance on the Ghilin valuation of RMC from January
2023.
Fairness Opinion of Choloc Asset Investment Advisory Co., Ltd., page 183

18.    We note your disclosure on page 187 that "[f]or RMC, Choloc reviewed the
adequacy of
       the key assumptions taken by Ghilin   s DCF model and concluded that the
assumptions
       used are reasonable for a company such as RMC." Please revise to explain
how Choloc
       concluded that the key assumptions were reasonable, particularly in
light of the age of the
       Ghilin report.
Business Of OSR Holdings And Certain Information About OSR Holdings
Vaximm, page 241

19.    We note your response to comment 55 and reissue the comment in part.
Please further
       explain or cross reference to the more fulsome disclosure on page 255,
the relevance of
       the Orphan Drug Designation for VXM01. Please also disclose the material
findings of
       your clinical trials, including when the trials were conducted, what
entity conducted the
       trials, how participants were selected, and whether there were any
adverse results, and
       provide additional disclosure as to when you plan to move VXM01 into
phase 2 clinical
       trials. Finally, please also provide more granular disclosure regarding
your expected
       timing for completion of the preclinical studies for VXM04, VXM06 and
VXM08.
20.    We note your response to comment 56 and reissue the comment in part.
Please revise your
       disclosures and projected timeline regarding the development of oral
cancer vaccines on
       page 242 to further discuss specific regulatory approvals required prior
to conducting
       clinical trials and marketing any product candidates. Please similarly
revise the
       development plan for DRT-101 and DRT-102 on page 245 to also discuss
regulatory
       approvals that are required and their impact on the timelines disclosed.
Darnatein, page 245

21.    We note your response to comment 57 and reissue the comment in part.
Please revise to
       further discuss the results of the DRT-101 and DRT-102 clinical and
pre-clinical trials.
RMC, page 247

22.    We note your response to comment 58. Please briefly discuss the function
of each of the
       products and systems disclosed in the table on page 247.
OSR Holdings Management's Discussion and Analysis of Financial Condition and
Results of
Operations
Contractual Obligations and Commitments, page 277

23.    We note your response to comment 67 and reissue the comment in part.
Please revise your
       disclosure to discuss the material terms, amounts due, due dates,
termination dates, and
       parties for each of your contractual obligations and commitments.
 July 25, 2024
Page 6

Critical Accounting Policies and Estimates
Revenue Recognition, page 278

24.    Please revise to disclose in more detail how you account for revenue for
sale of RMC
       products. In that regard, please disclose how you determine the
transaction price,
       including the existence of any variable consideration in the sale of
your products. Refer to
       paragraph 47-48 of IFRS 15.
Index to Financial Statements, page F-1

25.    Please tell us why you no longer include the financial statements for
Darnatein Co., Ltd.
       under Rule 3-05 of Regulation S-X.
OSR Holdings Co., Ltd. and its subsidiaries Consolidated Financial Statements
for the Year
Ended December 31, 2023
Note 1. General Information, page F-55

26.    Please refer to prior comment 74. While we understand that the
acquisition of Darnatein
       was not reflected in the financial statements until the six months ended
June 30, 2024,
       please address what you considered to be the acquisition date under
Paragraphs 8 and 9 of
       IFRS 3 for valuation of the consideration and valuation of the acquired
assets. Even
       though financial statements are not provided until June 30, 2024, the
accounting for the
       acquisition and valuation of acquired assets and liabilities should be
as of the Acquisition
       date, which is the date that you obtain control of the acquiree.
Note 14. Intangible Asset, page F-82

27.    While we note the additional disclosure about the intangible assets
provided in response
       to prior comment 76, we do not see where you included any discussion of
the
       recoverability and potential impairment of the significant patent
technology asset of
       KRW230,137,566,011 at December 31, 2023. Reference Paragraphs 8-17 of
IAS 36.
       Please consider including additional disclosure within Critical
Accounting Policies.
Note 33. Business combinations, page F-96

28.    Regarding the second bullet of prior comment 78, please revise to
further disclose the per
       share valuation of the stock consideration for the acquisition of
Darnatein Co., Ltd. in
       2023, as well as your acquisitions of VAXIMM AG and RMC Co., Ltd. in
2022 and how
       you determined the fair value. In particular, please address the per
share valuation used in
       comparison with the purchase price negotiated upon merger with BLAC.
Reference
       Paragraph B64(f) of IFRS 3.
29.    Regarding the third bullet of prior comment 78, since it appears that at
the time of the
       acquisition of Vaximm, OSR and BSME were both controlled by Mr. Hwang
(whether
       directly or indirectly), please tell us and revise to disclose the
considerations you gave to
       account for the acquisition as a combination of entities or businesses
under common
       control.
 July 25, 2024
Page 7

        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       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