Bellevue Life Sciences Acquisition Corp.

The scheduled meeting date on the public record is now void with no replacement, which is the state a calendar most easily gets wrong. The five proposals stand unchanged: electing seven directors; ratifying the auditor for the fiscal year ending December 31, 2026; an advisory say-on-pay vote; an amendment raising the 2025 Omnibus Incentive Plan reserve from 6,300,000 to 8,000,000 shares; and a charter amendment changing the legal name from OSR Holdings, Inc. to OSR Health, Inc. Holders who already submitted proxies are told to retain their materials pending further notice.

Tying RSU acceleration to business development agreements worth $300 million to $750 million in contracted value - rather than to revenue or earnings - rewards signing rather than performing, a structure that can produce large dilution from contracts that never generate cash. The chief executive resigning three weeks before the annual meeting compounds the uncertainty. The Bellevue trust was released at the de-SPAC and no floor remains.

This version fixes both the registered ceiling (24,461,214 shares) and a real vote date, time and address — 10:00 a.m. ET on February 13, 2025 in Bellevue, Washington — which is what a holder would work backwards from to a redemption deadline. The target's stockholders are split into two contractual classes by which joinder they sign, so not all OSR Holdings holders receive the same treatment; the distinction is made by the agreement, not by share class. The target is a Korean corporation, so its shareholders' rights before closing are governed by Korean law.

This version sets a hard vote date — 10:00 a.m. ET on February 13, 2025, in person in Bellevue — while leaving the number of registered shares blank, so it establishes the deadline but not the dilution ceiling. No share count should be attributed to this filing. The target's stockholders are divided into Participating and Non-Participating classes by the joinder each signs, a contractual rather than share-class distinction.

This version establishes no share count, no vote date, no time and no venue — every one of those is a placeholder — so nothing quantitative should be attributed to it. What it does record is that the amended and restated business combination agreement of May 23, 2024 was itself amended on December 20, 2024, a week before this filing. The target's holders are divided into Participating and Non-Participating classes by which joinder they sign, so their treatment differs by contract rather than by share class.

This version fixes nothing quantitative and no deadline: the share count, meeting time, date and venue are all placeholders. What it records is the state of the agreement as of November 2024 — the amended and restated agreement of May 23, 2024, still unamended at that point.

At $11.15 in trust versus a $10.95 market price, redeeming is worth about twenty cents more than selling, and the company's own expectation of significant redemptions confirms most holders will take that. The NTA Requirement Amendment is the one to read closely: removing the net tangible asset floor is what allows redemptions to proceed past the point where the company would otherwise be blocked from closing, so the OSR deal can complete with very little cash.

BLAC acquires only part of the target: on closing it directly owns at least 60% of OSR Holdings, and the Non-Participating Company Stockholders keep the rest, subject to put and call rights that become exercisable on or after January 1, 2026 or on notice of a change of control. Against an Aggregate Consideration Value of $244,612,136 and a stated Per Share Consideration of $129.62, an aggregate 14,676,728 shares are issued at consummation, that being 60% of the Aggregate Consideration. The lock-up runs only to December 31, 2025 and excludes 30% of the shares.

The company estimates the per-share redemption price at approximately $10.80 based on the trust balance as of April 24, 2024, and states plainly that it expects significant redemptions at this meeting. The extension is meant to protect the November 16, 2023 business combination agreement with OSR Holdings Co., Ltd., reviewed by a special committee of independent directors. At $50,000 a month the sponsor pays a fraction of what the trust earns, and it gets that money back if a deal closes.

What changed: Item 5.07 8-K of OSR Health, Inc. (Nasdaq: OSRH) reporting its annual meeting held August 7, 2026. On the July 8, 2026 record date there were 35,118,692 shares outstanding, and 21,088,120 shares — approximately 60.05% — were represented, constituting a quorum. Seven directors were re-elected to serve until the 2027 annual meeting: Kuk Hyoun Hwang, Jun Chul Whang, Alcide Barberis, Seng Chin Mah, Hyuk Joo Jee, Joong Myung Cho and Reto Fierz, each with roughly 15.17 million votes for and 118,396 to 133,501 withheld. Why it matters: All proposals carried, including an increase in authorised shares — the filing states the vote but not the new authorised number, which is in the proxy statement filed July 16, 2026.

What changed: OSR Health, Inc. (Nasdaq: OSRH) reported under Item 7.01 that on August 7, 2026 it issued a press release clarifying its earlier press release of July 31, 2026 concerning communications with Nasdaq and its Shareholder Loyalty Contingent Value Rights program. Why it matters: The company is retracting an implication that the exchange had blessed the CVR programme — what Nasdaq actually said was a preliminary verbal answer to a mechanical price-adjustment question, not an approval. The August 14, 2026 record date stands, so holders' entitlement is unchanged even though the regulatory characterisation is.

What changed: 8-K of OSR Health, Inc. Item 7.01 (Regulation FD disclosure): on July 31, 2026 the Company issued a press release stating that Nasdaq, in a verbal communication with the Company, said its Shareholder Loyalty Contingent Value Rights program will not result in any mechanical adjustment to the price of the common stock, either on distribution of the CVRs or on delivery of additional shares to enrolled holders. The report states Nasdaq's position relates solely to price-adjustment treatment and is not an endorsement of the program or of an investment in the Company's securities. Why it matters: The disclosed fact is an oral statement by an exchange, furnished under Item 7.01 rather than filed, and the report itself says the separate securities-law requirements remain subject to the Company's ongoing regulatory process. Nothing here says the CVR program has been cleared to proceed.

What changed: OSR Health, Inc. (Nasdaq: OSRH), the successor to Bellevue Life Sciences Acquisition Corp, called its annual meeting for 7 August 2026 at 10:00 a.m. Eastern, virtual only. The proxy states plainly why the meeting is being held: to comply with Nasdaq Listing Rule 5620(a), which requires an annual meeting for the election of directors within 12 months of the fiscal year ended 31 December 2025. The company describes itself as a life sciences holding company, and the agenda includes an amendment proposal. Why it matters: The company says in its own words that the meeting exists to satisfy a listing rule rather than to put a decision to shareholders, which is what a compliance-driven calendar looks like rather than a business one. For Bellevue's sponsor track record the useful fact is simply that the successor is still listed and current with Nasdaq's governance requirements as of August 2026.

What changed: OSR Health, Inc. (Nasdaq: OSRH), the Bellevue Life Sciences Acquisition Corp. successor, filed the preliminary proxy for its annual meeting on August 7, 2026 at 10:00 a.m. ET, held entirely by webcast with a July 8, 2026 record date. The meeting satisfies Nasdaq Rule 5620(a), which requires a director election within twelve months of the December 31, 2025 year end. Stockholders are asked to raise authorised common stock from 100,000,000 to 250,000,000 shares. The outstanding share count is left blank in this preliminary version. Why it matters: This is the preliminary version of the proxy filed definitively on July 16, 2026, where the outstanding share count was completed at 35,118,692 — so the authorised share increase to 250,000,000 represents roughly seven times the shares in issue. For former BLAC holders that is the headroom management is asking for, and it is the single most consequential item on a ballot otherwise driven by a Nasdaq requirement to hold a meeting at all.

What changed: OSR Holdings, Inc. supplemented its May 26, 2026 definitive proxy statement to announce that on June 5, 2026 its board postponed the 2026 Annual Meeting of Stockholders, which had been set for June 18, 2026. The board determined that additional time was necessary to evaluate certain matters relating to the meeting and the business to be presented to stockholders. No new date has been established; the company says it will announce the rescheduled date, time and related information in a future filing with the SEC and through other appropriate communications. Why it matters: The scheduled meeting date on the public record is now void with no replacement, which is the state a calendar most easily gets wrong. The five proposals stand unchanged: electing seven directors; ratifying the auditor for the fiscal year ending December 31, 2026; an advisory say-on-pay vote; an amendment raising the 2025 Omnibus Incentive Plan reserve from 6,300,000 to 8,000,000 shares; and a charter amendment changing the legal name from OSR Holdings, Inc. to OSR Health, Inc. Holders who already submitted proxies are told to retain their materials pending further notice.

What changed: OSR Holdings, Inc. (Nasdaq: OSRH; successor to SPAC Bellevue Life Sciences Acquisition Corp) called an annual meeting for June 18, 2026 at 10:00 a.m., held in person at 10900 NE 4th Street, Suite 2300, Bellevue, Washington, record date May 6, 2026, when 35,104,695 shares of common stock were outstanding. Holders elect seven directors and vote on a charter amendment changing the legal name from OSR Holdings, Inc. to OSR Health, Inc. The meeting is held to satisfy Nasdaq Listing Rule 5620(a). Kuk Hyoun Hwang beneficially owns 13,069,106 shares, or 36.8%. Why it matters: Governance housekeeping rather than a capital event, but two facts matter to holders. Insider concentration is high: a single officer and director holds 36.8% of the 35.1 million shares outstanding, so board composition and any future issuance vote are effectively controlled from inside. The share count also traces sponsor-side conversions from the Bellevue SPAC, including 310,000 private placement rights converted into 31,000 shares and 60,000 private placement warrants exercised into 60,000 shares transferred to BCME under a promissory note.