Bellevue Life Sciences Runs Afoul of Nasdaq Listing Rules with the Departure of 2 Directors

Bellevue Acquisition in a regulatory filing said it notified the Listing Qualifications Department of the that the company is not currently in compliance with Nasdaq's majority independent board, compensation committee composition and committee composition requirements due to the recent departure of two board members. The resignations were not a result of any dispute, the SPAC said.

Bellevue said it is working to regain compliance. The SPAC also arranged the deposit of $50,000 into trust to extend operations for another month.

Bellevue last month made changes to its merger agreement with OSR Holdings, including a reduction in the purchase price from 25,033,961 shares to 24,461,214 shares. This lowers the cash value of the deal by about 2% from $250,339,610 to $244,612,136. This adjustment follows an extension vote in May in which the SPAC lost about 28% of its shares to redemptions. Heading into the vote, there were 5,622,954 shares outstanding.

OSR is a global healthcare holding company. The deal with Bellevue was announced in November. Peter Kuk Hyoun Hwang is CEO of both companies.

The SPAC said 1,581,733 shares (about 28% of shares outstanding) were tendered for redemption. Heading into the vote, there were 5,622,954 shares outstanding — now down to about 4.04 million shares.

The SPAC lost about 38% of its trust to redemptions on an extension vote late last year. Bellevue had raised $69 million in a February 2023 IPO. Read more.


Source: Bellevue Life Sciences Runs Afoul of Nasdaq Listing Rules with the Departure of 2 Directors