Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 2)*
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Bellevue Life Sciences Acquisition Corp. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
079174108 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 079174108 |
| 1 | Names of Reporting Persons
Bellevue Global Life Science Investors, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,355,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
58.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: The number of shares reported in Rows 5 and 7 represent shares of common stock held by Bellevue Global Life Sciences Investors, LLC, the sponsor of the Issuer (the "Sponsor"), including 34,500 shares held in escrow until the consummation of an initial business combination for the benefit of Chardan Capital Markets, LLC, the representative of the underwriters of the initial public offering. The general partner of the Sponsor is Bellevue Capital Management LLC ("Bellevue Capital"). Kuk Hyoun Hwang is the managing partner of Bellevue Capital and has voting and dispositive power over the shares held by the Sponsor. The percentage in Row 11 is based on a total of 2,319,752 shares outstanding of the Issuer as of December 31, 2024.
SCHEDULE 13G
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| CUSIP No. | 079174108 |
| 1 | Names of Reporting Persons
BCM Europe AG | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
SWITZERLAND
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
680,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
29.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: The number of shares reported in Rows 5 and 7 represent shares from 310,000 private placement units and 370,000 shares of common stock eligible to be converted by BCM Europe AG ("BCME") as a result of the promissory note between the Sponsor and BCME. The promissory note between the Sponsor and BCME is convertible at the election of either the Sponsor or BCME on or after the commencement of the Issuer's initial public offering into (i) 310,000 private placement units held by the Sponsor, (ii) 370,000 founder shares held by the Sponsor, and (iii) 60,000 warrants held by the Sponsor. BCME is a wholly-owned subsidiary of Bellevue Capital. Kuk Hyoun Hwang is the managing partner of Bellevue Capital and has voting and dispositive power over the shares held by the Sponsor. The percentage in Row 11 is based on a total of 2,319,752 shares outstanding of the Issuer as of December 31, 2024.
SCHEDULE 13G
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| CUSIP No. | 079174108 |
| 1 | Names of Reporting Persons
Bellevue Capital Management LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
WASHINGTON
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,035,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
87.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: The number of shares reported in Rows 5 and 7 represent (1) shares of common stock held by the Sponsor, and (2) the shares eligible for conversion by BCME. The general partner of the Sponsor is Bellevue Capital and BCME is a wholly-owned subsidiary of Bellevue Capital. Kuk Hyoun Hwang is the managing partner of Bellevue Capital and has voting and dispositive power over the shares held by the Sponsor. The percentage in Row 11 is based on a total of 2,319,752 shares outstanding of the Issuer as of December 31, 2024.
SCHEDULE 13G
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| CUSIP No. | 079174108 |
| 1 | Names of Reporting Persons
Kuk Hyoun Hwang | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
KOREA, REPUBLIC OF
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,035,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
87.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: The number of shares reported in Rows 5 and 7 represent (1) shares of common stock held by the Sponsor; and (2) the shares eligible for conversion by BCME. The general partner of the Sponsor is Bellevue Capital and BCME is a wholly-owned subsidiary of Bellevue Capital. Kuk Hyoun Hwang is the managing partner of Bellevue Capital and has voting and dispositive power over the shares held by the Sponsor. The percentage in Row 11 is based on a total of 2,319,752 shares outstanding of the Issuer as of December 31, 2024.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Bellevue Life Sciences Acquisition Corp. | |
| (b) | Address of issuer's principal executive offices:
10900 NE 4th Street, Suite 2300, Bellevue, WA 98004 | |
| Item 2. | ||
| (a) | Name of person filing:
Bellevue Global Life Science Investors, LLC (the "Sponsor")BCM Europe AG ("BCME")Bellevue Capital Management LLC ("Bellevue Capital")Kuk Hyoun Hwang | |
| (b) | Address or principal business office or, if none, residence:
The address for these entities and this individual is:c/o Bellevue Life Sciences Acquisition Corp.10900 NE 4th StreetSuite 2300Bellevue, WA 98004 | |
| (c) | Citizenship:
Sponsor: DelawareBCME: SwitzerlandBellevue Capital: WashingtonKuk Hyoun Hwang: Republic of Korea | |
| (d) | Title of class of securities:
Common Stock, par value $0.0001 per share | |
| (e) | CUSIP No.:
079174108 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See Row 9 on the cover pages hereto | |
| (b) | Percent of class:
See Row 11 on the cover pages hereto %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
See Row 5 on the cover pages hereto | ||
| (ii) Shared power to vote or to direct the vote:
See Row 6 on the cover pages hereto | ||
| (iii) Sole power to dispose or to direct the disposition of:
See Row 7 on the cover pages hereto | ||
| (iv) Shared power to dispose or to direct the disposition of:
See Row 8 on the cover pages hereto | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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Exhibit 99.1 Joint Filing Agreement |