What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-03-31 compared with 2025-04-22 · 1817 added, 2183 removed, 679 unchanged (85% of the section changed)

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and Chief Financial Officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

As required by Rules 13a-15 and 15d-15 under the Exchange Act,

our management carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures under

the supervision of our Chief Executive Officer and our Chief Financial Officer and concluded that our disclosure controls and procedures

were not effective as of December 31, 2024 because of the identification

of material weaknesses in our internal control over financial reporting as described below.

A material weakness, as defined in the SEC

regulations, is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable

possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected

on a timely basis.

In light of these material weaknesses, we performed additional analyses as deemed necessary to ensure that our financial

statements were prepared in accordance with U.S.

generally accepted accounting principles.

Accordingly, management believes that the financial

statements included in this Annual Report on Form 10-K present fairly in all material respects our financial position, results of operations

and cash flows for the period presented.

As required by Rules 13a-15 and 15d-15 under the

Exchange Act, our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer,

carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31,

Management previously concluded that the Company’s

disclosure controls and procedures were not effective as of December 31, 2024 due to the identification of material weaknesses in internal

control over financial reporting.

During 2025, management implemented remediation

measures designed to address these previously identified material weaknesses.

In the Company’s Quarterly Report on Form 10-Q for

the quarter ended June 30, 2025, management concluded that the previously identified material weaknesses had been remediated.

However, during the Company’s year-end evaluation

of internal control over financial reporting as of December 31, 2025, management identified additional deficiencies in internal control

over financial reporting, including deficiencies relating to the completeness and accuracy of liabilities and the sufficiency of personnel

within the accounting and financial reporting function.

As a result of these deficiencies, management concluded that material weaknesses

in internal control over financial reporting existed as of December 31, 2025.

Accordingly, management concluded that the Company’s

disclosure controls and procedures were not effective as of December 31, 2025.

However, a controls system, no matter how well

designed and operated, cannot provide absolute assurance that the objectives of the control system will be met, and no evaluation of controls

can provide absolute assurance that all control issues and instances of fraud or error, if any, within a company have been detected.

Management’s Report on Internal Controls

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by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on our assessment, our management, including our Chief

Executive Officer and Chief Financial Officer, concluded that, as of December 31, 2024, our internal control over financial reporting

was not effective as of December 31, 2024.

We identified the following material weaknesses in our internal control over financial

Management previously identified material weaknesses

in internal control over financial reporting as of December 31, 2024, including:

In November 2023, the Company withdrew $561,957 of interest income earned in the Trust Account for payment of the Company’s franchise tax and income tax liabilities as permitted by the terms of the Trust Agreement governing the Trust Account.

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As of December 31, 2024, the Company has outstanding income tax obligations of $358,333 and has recorded prepaid franchise taxes of $78,383 related to future periods.

The Company failed to maintain effective internal control over

the timely recognition and payment of excise tax obligations, which resulted in the incurrence of penalties and interest totaling $121,186.

The Company failed to maintain effective internal control over the timely recognition and payment of excise tax obligations, which resulted in the incurrence of penalties and interest totaling $121,186.

As of December 31, 2024, the Company had recorded total excise tax payable of $843,464.

The Company did not maintain effective internal control over

the completeness and accuracy of its liabilities.

The Company did not have sufficient personnel in its accounting

and financial reporting group which could result in errors in reporting in the future.

The Company did not maintain effective internal control over the completeness and accuracy of its liabilities.

The Company did not have sufficient personnel in its accounting and financial reporting group which could result in errors in reporting in the future.

A material weakness is a deficiency, or combination

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with the policies or procedures may deteriorate.

This Annual Report does not

include an attestation report of our independent registered public accounting firm, because as an “emerging growth company”

under the JOBS Act our independent registered public accounting firm is not required to issue such an attestation report.

During 2025, management implemented remediation

measures designed to address these material weaknesses.

In the Company’s Quarterly Report on Form 10-Q for the quarter ended June

30, 2025, management concluded that the previously identified material weaknesses had been remediated.

However, as part of management’s year-end

evaluation of internal control over financial reporting as of December 31, 2025, management identified additional deficiencies in internal

control over financial reporting, including deficiencies relating to the completeness and accuracy of liabilities and the sufficiency

of personnel within the accounting and financial reporting function.

As a result, management concluded that the Company’s

internal control over financial reporting was not effective as of December 31, 2025.

Management is continuing to implement measures

intended to remediate these material weaknesses, including strengthening internal review procedures, enhancing processes relating to the

identification and recording of liabilities, and evaluating additional resources within the accounting and financial reporting function.

Remediation Process

To address the material weaknesses related to

the use of funds withdrawn from the Trust Account in 2023, management has devoted, and plans to continue to devote, significant effort

and resources to the remediation and improvement of its internal control over financial reporting.

In particular, management’s

plans include enhanced controls and improved internal communications within the Company and its financial reporting advisors related

to the identification of any new contractual arrangements, as well as controls to ensure the Company has oversight of the cash availability

for operating needs, including more clearly designating in the Company’s internal books and records the cash that is restricted

in its use and the implementation of an additional layer of review of payments for operating expenses to ensure that restricted cash

is not used for payment of general operating expenses, and conducting training for management, relevant staff and service providers to

reiterate and reinforce the terms of the Trust Agreement.

Additionally, management intends to remediate the other material weaknesses

through enhanced procedures for the classification, documentation, and review of liabilities, including accounts payable, accrued expenses,

and tax obligations.

These efforts will be supported by increased collaboration and communication with both internal personnel and external

advisors involved in financial reporting and transaction review.

Additionally, the Company is actively recruiting additional accounting

and finance professionals to add more personnel resources to the Company’s accounting and finance functions.

Lastly, going forward,

the Company will require the authorization of two officers for any material expenditures exceeding $100,000.

The elements of our remediation plan can

only be accomplished over time, and these initiatives may not ultimately have the intended effects.

Management is committed to maintaining a strong

internal control environment and has initiated measures designed to remediate the material weaknesses identified in internal control over

financial reporting.

During 2025, the Company began taking steps intended

to strengthen its internal control environment, including enhancing internal review procedures and evaluating processes related to the

identification and recording of liabilities.

The Company also assessed the adequacy of its accounting and financial reporting resources.

However, as of December 31, 2025, these remediation

efforts had not yet been fully implemented or operated for a sufficient period of time for management to conclude that the material weaknesses

had been fully remediated.

Management continues to develop and implement

additional remediation measures, including:

● enhancing internal review and approval procedures over financial reporting

● strengthening processes related to the identification, recording and review

of liabilities;

● improving documentation and review controls over significant accounting estimates

and financial statement preparation;

● evaluating additional accounting and financial reporting resources to support

the Company’s financial reporting requirements.

The Company will continue to monitor the effectiveness of these remediation

efforts and will not be able to conclude that the material weaknesses have been fully remediated until the redesigned controls have been

implemented and have operated effectively for a sufficient period of time.

Changes in Internal Control over Financial

There were no changes in our internal control

over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the three months ended

December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) as of December 31, 2025 that have

materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information

Disclosure Regarding Foreign Jurisdictions that Prevent

Disclosure Regarding Foreign Jurisdictions that Prevent Inspection

Not applicable.

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Kuk Hyoun Hwang

Chief Executive Officer and President

Chief Executive Officer and Director

Jun Chul Whang

Chief Legal Officer and Secretary

Sang Hoon Kim

Head of Corporate Venture Capital

Chief Financial Officer

Chief Legal Officer and Director

Constance Höfer

Chief Scientific Officer

Phil Geon Lee

Lead Independent Director

Alcide Barberis

Independent Director

Chief Financial Officer

Seng Chin Mah

Independent Director

Jin Whan Park

Independent Director

Sang Hyun Kim

Joong Myung Cho

Independent Director

Alcide Barberis

Independent Director

Joong Myung Cho

Independent Director

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a BA in sociology from Korea University in 1998.

Hwang is well qualified as Chief Executive Officer and President of the Company because

Hwang is well qualified as Chief Executive Officer and director of the Company because

of his significant investment and capital markets expertise within the healthcare industry.

Jun Chul Whang is Chief Legal Officer and Secretary of the Company

Jun Chul Whang is Chief Legal Officer and director of the Company

as of February 14, 2025.

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Whang is well qualified

to serve as Chief Legal Officer and Secretary of the Company because of his varied and extensive legal experience.

Sang Hoon Kim has served as Head of Corporate Venture Capital

of the Company since February 14, 2025.

Kim has been the Chief Executive Officer of OSR since August 16, 2024.

He joined OSR

in December 2023 as the Head of Strategic Investments.

Prior to joining OSR, he was Chief Executive Officer of HB Asset Management

from November 2022 to November 2023 and Managing Director of APC Private Equity from August 2021 to August 2022.

APC Private Equity, Mr.

Kim was Head of Alternative Investment Division at Meritz Asset Management Co.

from August 2012

to August 2021 where he managed diverse global investment funds totaling over two billion U.S dollars.

Kim is proficient

He earned his LL.B from Konkuk University, Korea in 1998 and earned an LL.M from the University of Minnesota, Twin Cities

to serve as Chief Legal Officer and director of the Company because of his varied and extensive legal experience.

Gihyoun Bang has been the Chief Financial Officer of the Company

since February 14, 2025.

Bang has also been the Chief Financial Officer of OSR, a position he has held since June 2024.

is responsible for planning, managing and running overall finance activities of OSR and its subsidiary companies, including producing

the group’s consolidated financial statements for external audits.

Previously, Mr.

Bang served as chief operating officer for

Newlake Alliance Management Co., Ltd., a private equity firm based in Seoul, South Korea, from February 2019 to June 2024, where

he led private equity investments, managed fund raising and managed the organization.

Bang previously served as team head, equity

capital markets, and other positions for Shinhan Securities Co.

Ltd., in South Korea.

Bang is a certified public accountant

in the U.S., a certified credit analyst in Korea and a certified investment manager in Korea.

Bang received his B.A.

Administration from Hansung University in 2002.

since June 2024.

Bang has over 22 years of experience in the Korean capital markets, with extensive expertise in investment banking,

equity capital markets, credit analysis, and private equity.

Bang previously held various roles at Shinhan Securities from 2002 to

2018, where he worked across IPO execution, deal evaluation, and equity capital markets, participating in a broad range of transactions

including mezzanine financings and cross-border investments in the healthcare and biotechnology sectors.

He subsequently served as Chief

Operating Officer of Newlake Alliance Management from 2019 to 2024, where he led investment and fundraising activities across multiple

funds focused on healthcare and industrial sectors, and oversaw firm operations, including portfolio management and organizational strategy.

His experience includes investments in international healthcare assets, including a hospital project in Guam.

Bang holds a B.A.

Business Administration from Hansung University and is a U.S.

Certified Public Accountant.

Constance Höfer has been the Chief Scientific Officer

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clinical development.

Phil Geon Lee has been a Director of the Company since May 2024.

Lee possesses over 20 years of experience in legal and investment fields.

His areas of expertise cover a range of fund classes,

including regulatory, transactional, and hedge funds, and encompass knowledge of financial regulatory frameworks in various jurisdictions

such as the SEC (US), FCA (UK), MAS (Singapore), CSSF (Luxembourg), and FSS (Korea).

His legal career includes significant experience

in handling litigations and disputes in securities, consumer protection, antitrust laws across multiple countries including Korea, U.S.,

Germany, France, Japan, Poland, etc.

Lee’s transactional experience includes managing over 300 deals in private equity

and real estate transactions.

Lee currently holds the position of Managing Director at IGIS (May 2023-Present), the largest

real estate investment adviser in Korea (AUM US $48 billion).

His previous roles include Chief Compliance Officer at IKR Co., Ltd.

(a joint venture between IGIS Asset Management and KKR & Co.

Inc.) (February 2023 to April 2023), CEO of Tropics Private

Equity Co., Ltd.

(2021-2023), Managing Director at KDS Asset Management Co., Ltd.

(2020-2021), Head of Legal at Korea Investment Corporation

(2016-2019), Head of Legal at National Pension Service (2013-2016), and Head of Legal at Woori Asset Management Company (2011-2013).

earlier career also includes positions at Joowon (a Korean law firm, 2009-2011);

Biomass Korea (former KOSDAQ listed company, 2008-2009),

Franklin Templeton Investment Management Co., Ltd.

(a wholly-owned subsidiary of Franklin Resources, Inc., a NYSE-listed company 2002-2007),

and Accenture (a NYSE-listed company 2000-2002).

Lee earned a BA in Psychology from Korea University (1992), an MBA

from Haas School of Business, University of California at Berkeley (1995), and a JD from Syracuse University College of Law (1999) with

a final year at Georgetown University Law Center in Washington, D.C.

Lee is well qualified to serve as Lead Director because

of his membership in the New York State Bar and extensive experience in both legal and investment sectors across various asset classes,

demonstrating significant expertise in capital markets.

Alcide Barberis has been a Director of the Company as

of the Closing of the Business Combination.

He is a biotech entrepreneur, Board Member and Executive with over 25 years of

management experience in the biotechnology industry, and scientific experience in the private and public research sectors.

currently CEO & Director of Mabylon AG (since 2017).

Before joining Mabylon, he was CEO & President of Humabs

BioMed, now a subsidiary of VIR Biotechnology (2013-2016).

His career has included senior positions at entrepreneurial startups

(Co-Founder of ESBATech AG (1998) and Oncalis AG (2006) and senior Executive Management, R&D Management

and Business Development positions.

He has been member of the Board of Directors of ESBATech (now a Novartis company, 1998-2004),

Oncalis (2006-2012) and EffRx Pharmaceuticals (2016-2023), and he is currently (since March 2023) on the

Board of Directors of Ontrack Biomedical.

From 2016 through 2021 he was also Coordinator of the Startup Promotion Center of the

University of Svizzera Italiana in Lugano, Switzerland.

Barberis earned a PhD in Molecular Biology and Biochemistry from

the University of Zürich (1988).

Barberis is well qualified to serve as a Director because of his extensive management

and leadership experience in the biotech industry, startup companies, and in the private and public scientific research sectors.

Seng Chin Mah became a Director of the Company as of the

Alcide Barberis has been a director of the Company since

the Closing of the Business Combination.

He is a biotech entrepreneur, Board Member and Executive with over 25 years of management

experience in the biotechnology industry, and scientific experience in the private and public research sectors.

He is currently CEO &

Director of Mabylon AG (since 2017).

Before joining Mabylon, he was CEO & President of Humabs BioMed, now a subsidiary of VIR

Biotechnology (2013-2016).

His career has included senior positions at entrepreneurial startups (Co-Founder of ESBATech AG (1998)

and Oncalis AG (2006) and senior Executive Management, R&D Management and Business Development positions.

He has been member of the

Board of Directors of ESBATech (now a Novartis company, 1998-2004), Oncalis (2006-2012) and EffRx Pharmaceuticals (2016-2023), and he

is currently (since March 2023) on the Board of Directors of Ontrack Biomedical.

From 2016 through 2021 he was also Coordinator of the

Startup Promotion Center of the University of Svizzera Italiana in Lugano, Switzerland.

Barberis earned a PhD in Molecular Biology

and Biochemistry from the University of Zürich (1988).

Barberis is well qualified to serve as a director because of his

extensive management and leadership experience in the biotech industry, startup companies, and in the private and public scientific research

Seng Chin Mah has been a director of the Company since the

Closing of the Business Combination.

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decision-making, late-stage clinical development and regulatory experience within the Pharma and Biotech industry.

Jin Whan Park has been a Director of the Company since February 2023.

Park has served as Chief Executive Officer of JWP & Partners since founding the firm in 2011.

From 2006 to 2012, Mr.

was Director and Head of Investment Banking at Yuhwa Securities, where he advised on M&A transactions for corporate clients listed

on the KOSDAQ.

From 2008 to 2009, he was President of Biomass Korea, where he negotiated a supplier contract with Samsung Electronics

and oversaw biomass production.

From 2001 to 2006, he was Deputy Chief Executive Officer of AdNetworks where he provided investment consulting

services for public companies in Korea.

From 2000 to 2001, Mr.

Park was Chief Financial Officer and Chief Marketing Officer at KRBIZ,

which was an IT consulting business with major clients including Samsung, Korea University and Nonghyup Credit Agricole Asset Management.

Park began his career at Hana Bank in their Corporate Finance Unit, where he worked as a loan officer and credit analyst from

1994 to 2000.

Park is an active board member at Sungbo Scholarship Foundation, a family trust established in September 2018

by the founders of Yuhwa Securities.

Park received his BA in Business Administration from Korea University (1994).

is well qualified to serve as a Director considering his history of company leadership and track record in executing transactions.

Sang Hyun Kim has been a Director of the Company since June 2024.

currently serves as the Head of Marketing, Private Equity Funds at Korea Daesung Asset Management Co., Ltd.

the position held by him since

January 2021.

Prior to that, Mr.

Kim has spent approximately 11 years working in different positions with Samsung Group’s

financial business arms which include Samsung Fire and Marine Non-Life Insurance (Corporate Planning and Strategy Department) and

Samsung Asset Management (as Chief Strategy Officer and the Regional Managing Director in Beijing, China).

Prior to his tenure with Samsung

Kim spent about 6 years working as management consultant at Accenture and A.T.

Serving as management

consultant, Mr.

Kim has conducted a number of strategic consulting projects for the clients in financial industry such as major banks,

brokers, insurances and credit card companies in Korea.

Kim has passed the High-Level Government Official Examination in

1993 which led him to his government-sector career from 1994 through 2001 during which time he was able to participate in global

trade negotiation projects in the field of agricultural goods, and he also joined the Korean National Negotiation Team to represent South

Korea in multilateral trade communications such as WTO, APEC and Bilateral Trade Consultations (FTA).

Kim earned his MBA degree

from Georgetown University in 2001, and his M.A.

(Public Policy) and B.S.

(International Economics) from Seoul National University.

is well qualified to serve as a Director because of his extensive experience in both legal and investment sectors across various asset

classes, demonstrating significant expertise in capital market.

Hyuk Joo Jee became a Director of the Company upon the Closing

Hyuk Joo Jee has been a director of the Company since the Closing

of the Business Combination.

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his previous employer.

Joong Myung Cho became a Director of the Company upon the

Closing of the Business Combination.

Joong Myung Cho has been a director of the Company since

the Closing of the Business Combination.

Cho has been Chairman and CEO of CG Pharmaceuticals, Inc.

since October 2008 and previously

served as Chairman and CEO of Hwail Pharmaceuticals Co.

since October 2008 and

previously served as Chairman and CEO of Hwail Pharmaceuticals Co.

from August 2013 to December 2022.

Cho is the founder

of Crystal Genomics and the former Chairman & President (July 2000 to March 2023).

He has over 40 years of experience

in biopharmaceutical industry covering from discovery of novel pharmaceuticals through R&D and commercialization.

previously served as the executive Senior Vice President and Director of R&D Biotech Research Institute at LG Life Science (formerly

founder of Crystal Genomics and the former Chairman & President (July 2000 to March 2023).

He has over 40 years

of experience in biopharmaceutical industry covering from discovery of novel pharmaceuticals through R&D and commercialization.

has previously served as the executive Senior Vice President and Director of R&D Biotech Research Institute at LG Life Science (formerly

LG Chem.) from 1984 to 2000.

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of a major life sciences company in Korea (LG Group).

Reto Fierz has been a director of the Company since September

He is a Swiss entrepreneur and executive with over 25 years of international experience in finance, institutional asset management,

private equity, M&A, real estate, and digital assets.

He is a Partner and Co-Founder of DA Value Group, investing in and developing

early-stage projects in the digital assets and distributed ledger technology sectors.

Previously, Mr.

Fierz co-founded CROWDLITOKEN

AG, the first public issuer of a regulated tokenized security in the real estate sector in Switzerland and the EEA and served as CEO and

Partner of azemos partner ag, a Swiss-German asset manager and real estate developer.

Earlier in his career, he held senior roles

including CFO of Rianta Capital, CFO of Swiss Finance & Property, and audit and advisory roles at Ernst & Young.

holds an MBA from the University of Zürich and is a Swiss Certified Accountant.

Number and Terms of Office of Officers and Directors

We have seven directors and five officers.

In accordance with Nasdaq

corporate governance requirements, we are not required to hold an annual meeting until one year after our first fiscal year end following

our listing on Nasdaq.

The term of office of our initial directors will expire at our first annual meeting of stockholders.

We have seven directors and four officers.

Directors are elected at

the Company’s annual meeting of stockholders and hold office until the next annual meeting of stockholders and until their successors

are duly elected and qualified, subject to their earlier death, or until their earlier resignation or removal.

Our officers are appointed by the board of directors and serve at the

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Changes in Company Directors during the reporting period

On May 24, 2024, Steven Reed provided notice of his resignation

as a member of the Company’s Board of Directors (the “ Company Board ”) effective immediately, including his chairmanship

of the Company Board, his chairmanship and service on the Compensation Committee of the Company Board, and his service on the M&A

Reed’s resignation was not the result of any dispute or disagreement with the Company or the Company Board on

any matter relating to the Company’s operations, policies or practices.

On May 27, 2024, the Company Board appointed Mr.

Phil Geon Lee

as a director, effective immediately.

Lee was appointed as a member of the Audit Committee of the Company Board, filling the

vacancy created by the resignation of Hosun Euh, as previously reported by the Company on Form 8-K filed with the SEC on June 14,

The Company Board also appointed Jin Whan Park to act as chairman of its Audit Committee.

Additionally, Mr.

Lee was appointed

as a member and chairman of the Compensation Committee of the Company Board and a member of its M&A Committee, filling vacancies created

Reed’s resignation.

Radclyffe Roberts was also appointed as chairman of the M&A Committee.

The Company believes Mr.

Lee is well qualified to serve as a director

because of his extensive experience in both legal and investment sectors across various asset classes, demonstrating significant expertise

in capital markets.

The Company Board has affirmatively determined that Mr.

Lee meets the applicable standards for an independent director

under the rules of the Nasdaq Stock Market LLC.

Lee will not be compensated by the Company for his services as a director.

In connection

with his appointment, Mr.

Lee has entered into a Letter Agreement and an Indemnity Agreement with the Company on the same terms as the

Letter Agreement and Indemnity Agreement entered into by the directors and officers of the Company at the time of the Company’s

initial public offering and in the form previously filed as Exhibits 10.1 and 10.6, respectively, to the Company’s Annual Report

on Form 10-K filed with the SEC on April 17, 2024.

Other than the foregoing, Mr.

Lee is not a party to any arrangement or understanding

with any person pursuant to which he was appointed as director, nor is he party to any transactions required to be disclosed under Item

404(a) of Regulation S-K involving the Company.

As previously reported by the Company on Form 8-K dated June 13,

2024, on June 7, 2024 Inchul Chung provided notice of his resignation as a member of the Company Board and as a member of the Company

Board’s Audit Committee.

Chung’s resignation took immediate effect and was not the result of any dispute or disagreement

with the Company on any matter relating to its operations, policies or practices.

On June 7, 2024, Radclyffe Roberts also provided notice of his

resignation as member of the Board and as a member of the Board’s Compensation Committee as well as a member and chair of the Board’s

M&A Committee.

Robert’s resignation took immediate effect and was not the result of any dispute or disagreement with

the Company on any matter relating to its operations, policies or practices.

Due to the resignations of Mr.

Chung and Mr.

Company notified the Listing Qualifications Department of Nasdaq on June 13, 2024 that the Company is not currently in compliance

with Nasdaq’s majority independent board, compensation committee composition and audit committee composition requirements as described

in Nasdaq Listing Rules 5605(b)(1), 5605(d)(2)(A) and 5605(c)(2)(A), respectively.

We further notified Nasdaq at that time that the Company

intends to regain compliance within the cure period provided by Listing Rules 5605(b)(1)(A), 5605(d)(4) and 5605(c)(4)(B).

As previously reported by the Company on Form 8-K dated June 23,

2024, on that date the Company Board appointed Mr.

Sang Hyun Kim as a director, effective immediately.

Kim was appointed

as a member of the Company Board’s Audit Committee, filling the vacancy created by the resignation of Inchul Chung, as previously

reported by the Company on Form 8-K filed with the SEC on June 13, 2024 (the “June 13 Form 8-K”).

Additionally,

Kim was appointed as a member of the Compensation Committee of the Company Board (“the Compensation Committee”) and

a member of the M&A Committee, filling vacancies created by the resignation of Mr.

Radclyffe Roberts as previously reported on

the June 13 Form 8-K.

The Company believes Mr.

Kim is well qualified to serve as a director because of his extensive experience

in both legal and investment sectors across various asset classes, demonstrating significant expertise in capital markets.

Board has affirmatively determined that Mr.

Kim meets the applicable standards for an independent director under the rules of the

Nasdaq Stock Market LLC.

Kim will not be compensated by the Company for his services as a director.

In connection with his appointment,

Kim has entered into a Letter Agreement and an Indemnity Agreement with the Company on the same terms as the Letter Agreement

and Indemnity Agreement entered into by the directors and officers of the Company at the time of the Company’s initial public offering

and in the form previously filed as Exhibits 10.1 and 10.6, respectively, to the Company’s Annual Report on Form 10-K filed

with the SEC on April 17, 2024.

Other than the foregoing, Mr.

Kim is not a party to any arrangement or understanding with any

person pursuant to which he was appointed as director, nor is he party to any transactions required to be disclosed under Item 404(a)

of Regulation S-K involving the Company.

As previously disclosed on the Company’s Current Report filed

on Form 8-K on March 25, 2025, on March 24, 2025 the Company Board appointed Dr.

As previously disclosed on the Company’s Current Report

filed on Form 8-K on March 25, 2025, on March 24, 2025 the Company Board appointed Dr.

Constance Höfer as the Company’s Chief

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oncology and immunology and will oversee the Company’s scientific strategy and innovation pipeline.

Coupled with her extensive

industry experience and a PhD in Pharmacology from the University of Newcastle, Dr.

Coupled with her extensive industry

experience and a PhD in Pharmacology from the University of Newcastle, Dr.

Höfer has a strong foundation in clinical pharmacology

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Höfer’s appointment, the Company

entered into an employment agreement (the “ Agreement ”) with Dr.

Höfer, which provides for her compensation

and other employment terms.

entered into a consulting agreement in lieu of an employment agreement (the “ Agreement ”) with Dr.

as dated March 24, 2025 and as amended by the Addendum No.

1 dated February 3, 2026, which provides for her compensation and other employment

Under the Agreement, Dr.

Höfer will receive:

● A base salary of $300,000.00

● Participation in Equity-based

Compensation Plan of the Company, as determined at the discretion of the Company’s Compensation Committee;

● Other customary benefits available

to executive officers of the Company.

A base salary of EUR300,000.00 per year (on a VAT-exclusive basis);

Participation in Equity-based Compensation Plan of the Company, as determined at the discretion of the Company’s Compensation Committee;

Other customary benefits available to executive officers of the Company.

There are no arrangements or understandings between Dr.

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The Company issued a press release regarding Dr.

appointment, which is attached as Exhibit 99.1 to the Company’s March 25, 2025 Form 8-K and is incorporated herein

by reference.

appointment, which is attached as Exhibit 99.1 to the Company’s March 25, 2025 Form 8-K and is incorporated herein by

As previously reported in the Company’s Definitive Proxy Statement

on Schedule 14A filed with the SEC on August 29, 2025 and Form 8-K filed on September 18, 2025, the Company held its annual meeting of

stockholders on September 17, 2025 (the “Annual Meeting”).

Annual General Meeting and Board Changes

As previously reported in the Company’s Definitive Proxy Statement

on Schedule 14A filed with the SEC on August 29, 2025, and Form 8-K filed on September 18, 2025, the Company held its annual meeting of

stockholders on September 17, 2025 (the “Annual Meeting”).

As of the record date of August 15, 2025, there were 21,585,360

shares of common stock outstanding and entitled to vote.

A total of 13,325,691 shares (approximately 61.7% of the outstanding shares)

were present in person or by proxy, constituting a quorum.

At the Annual Meeting, stockholders approved all proposals described

in the Definitive Proxy Statement, including the following:

(i) Director Proposal, (ii) Executive Compensation Proposal, (iii) Equity

Incentive Plan Proposal, and (iv) Proposal to Exceed 20% Common Share Issuance Pursuant to Nasdaq Listing Rule 5635(d).

No other matters

were submitted for stockholder vote, and each of the four proposals was approved by the stockholders.

As a result, the Board underwent

the following changes:

Reto Fierz was appointed as an Independent Director, and Jin Whan Park and Phil Geon Lee were removed.

The Board committees have been reconstituted as follows:

Audit Committee

- Reto Fierz and Hyuk Joo Jee, Compensation Committee - Seng Chin Mah, Alcide Barberis and Hyuk Joo Jee, Corporate Governance and Nominating

Committee - Seng Chin Mah and Alcide Barberis and Joong Myung Cho.

These changes reflect the Company’s ongoing commitment to strengthening

corporate governance and enhancing strategic oversight.

Committees of the Board of Directors

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The Board of Directors adopted

a new charter for each of these committees, which comply with the applicable requirements of current SEC and Nasdaq rules.

a new charter for each of these committees, which complies with the applicable requirements of current SEC and Nasdaq rules.

intends to comply with future requirements to the extent applicable.

The Company Board may from time to time establish other committees.

As of December 31, 2025, the Board committees have been reconstituted

Audit Committee - Reto Fierz, Hyuk Joo Jee, and Joong Myung Cho, Compensation Committee - Seng Chin Mah, Alcide Barberis and

Hyuk Joo Jee, Corporate Governance and Nominating Committee - Seng Chin Mah and Alcide Barberis and Reto Fierz.

These changes reflect

the Company’s ongoing commitment to strengthening corporate governance and enhancing strategic oversight.

As a Subsequent Event,

in January 2026, the Company Board instituted the R&D Committee as the fourth committee whose members are Alcide Barberis, Seng Chin

Mah and Joong Myung Cho.

Audit Committee

As of the completion of the Business Combination, the members of our

audit committee consist of Mr.

Park, with Mr.

Park serving as the chairperson of this audit committee.

The composition of the Company’s audit committee will meet the requirements for independence under the current Nasdaq listing standards

and SEC rules and regulations.

Each member of the audit committee is financially literate and the “audit committee financial expert”

as defined in Item 407(d)(5)(ii) of Regulation S-K will be Mr.

This designation does not impose on

Park any duties, obligations or liabilities that are greater than are generally imposed on members of our audit committee and

the board of directors.

The audit committee will be directly responsible for, among other things:

● selecting a firm to serve as the independent registered public

accounting firm to audit our financial statements;

● ensuring the independence of the independent registered public

accounting firm;

● discussing the scope and results of the audit with the independent

registered public accounting firm and reviewing, with management and that firm, our interim and year-end operating results;

● establishing procedures for employees to anonymously submit

concerns about questionable accounting or audit matters;

● considering the adequacy of our internal controls and internal

audit function;

● reviewing material related party transactions or those that

require disclosure;

● approving or, as permitted, pre-approving all audit

and non-audit services to be performed by our independent registered public accounting firm.

The members of our audit committee consist of Mr.

Fierz serving as the chairperson of this audit committee.

The composition of the Company’s audit committee

will meet the requirements for independence under the current Nasdaq listing standards and SEC rules and regulations.

Each member of the

audit committee is financially literate and the “audit committee financial expert” as defined in Item 407(d)(5)(ii) of

Regulation S-K will be Mr.

This designation does not impose on Mr.

Fierz any duties, obligations or liabilities

that are greater than are generally imposed on members of our audit committee and the board of directors.

The audit committee will be

directly responsible for, among other things:

selecting a firm to serve as the independent registered public accounting firm to audit our financial statements;

ensuring the independence of the independent registered public accounting firm;

discussing the scope and results of the audit with the independent registered public accounting firm and reviewing, with management and that firm, our interim and year-end operating results;

establishing procedures for employees to anonymously submit concerns about questionable accounting or audit matters;

considering the adequacy of our internal controls and internal audit function;

reviewing material related party transactions or those that require disclosure;

approving or, as permitted, pre-approving all audit and non-audit services to be performed by our independent registered public accounting firm.

Our Audit Committee Charter is included as an exhibit to this Annual

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Compensation Committee

As of the completion of the Business Combination, the members of the

Company’s compensation committee consist of Dr.

The members of the Company’s compensation committee consist of

Barberis, Dr.

Kim, with Dr.

Mah serving as the chairperson.

Each member of this committee is a non-employee director, as defined by Rule 16b-3 promulgated under the Exchange Act,

and an outside director, as defined pursuant to Section 162(m) of the Code, and meets the requirements for independence under

the current Nasdaq listing standards.

The New OSR Holdings compensation committee will be responsible for, among other things:

● reviewing and approving, or recommending that our board of

directors approve, the compensation of our executive officers;

Jee, with Mr.

Jee serving as the chairperson.

Each member of this committee is a non-employee director,

as defined by Rule 16b-3 promulgated under the Exchange Act, and an outside director, as defined pursuant to Section 162(m) of

the Code, and meets the requirements for independence under the current Nasdaq listing standards.

The Compensation Committee will be responsible

for, among other things:

reviewing and approving, or recommending that our board of directors approve, the compensation of our executive officers;

administering our stock and equity incentive plans;

● reviewing and approving, or making recommendations to our

board of directors with respect to, incentive compensation and equity plans;

reviewing and approving, or making recommendations to our board of directors with respect to, incentive compensation and equity plans;

reviewing our overall compensation philosophy.

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Corporate Governance and Nomination Committee

As of the completion of the Business Combination, the members of Company’s

corporate governance and nomination committee consists of Mr.

Lee serving as the chairperson.

Each member of this committee meets the requirements for independence under the current Nasdaq

listing standards.

The Company’s corporate governance and nomination committee will be responsible for, among other things:

● determining the qualifications, qualities, skills and other

expertise required to be a director of the Company, and developing and recommending to the Board for approval criteria to be considered

in selecting nominees for director;

● identifying, reviewing and making recommendations of candidates

to serve on the Board, including incumbent directors for reelection;

● evaluating the performance of the Board, committees of the

Board and individual directors and determining whether continued service on the Board is appropriate;

● periodically reviewing and making recommendations to the

Board regarding the Company’s process for stockholder communications with the Board, and making such recommendations to the Board

with respect thereto;

● evaluating nominations by stockholders of candidates for

election to the Company Board;

● evaluating the structure and organization of the Board and

its committees and making recommendations to the Board for approvals;

● periodically reviewing the Company’s corporate governance

guidelines and code of business conduct and ethics and recommending to the Board any changes to such policies and principles;

● reviewing periodically the nominating and corporate governance

committee charter and recommending any proposed changes to the Board, including undertaking an annual review of its own performance.

The members of Company’s corporate governance and nomination

committee consist of Dr.

Barberis and Mr.

Fierz, with Dr.

Mah serving as the chairperson.

Each member of this

committee meets the requirements for independence under the current Nasdaq listing standards.

The Company’s corporate governance

and nomination committee will be responsible for, among other things:

determining the qualifications, qualities, skills and other expertise required to be a director of the Company, and developing and recommending to the Board for approval criteria to be considered in selecting nominees for director;

identifying, reviewing and making recommendations of candidates to serve on the Board, including incumbent directors for reelection;

evaluating the performance of the Board, committees of the Board and individual directors and determining whether continued service on the Board is appropriate;

periodically reviewing and making recommendations to the Board regarding the Company’s process for stockholder communications with the Board, and making such recommendations to the Board with respect thereto;

evaluating nominations by stockholders of candidates for election to the Company Board;

evaluating the structure and organization of the Board and its committees and making recommendations to the Board for approvals;

periodically reviewing the Company’s corporate governance guidelines and code of business conduct and ethics and recommending to the Board any changes to such policies and principles;

reviewing periodically the nominating and corporate governance committee charter and recommending any proposed changes to the Board, including undertaking an annual review of its own performance.

Our Corporate Governance and Nomination Committee Charter is included

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at the SEC’s web site at www.sec.gov.

R&D Committee

The members of Company’s R&D committee consist

Barberis and Dr.

Barberis serving as the chairperson.

Each member of this committee meets the requirements

for independence under the current Nasdaq listing standards.

The Company’s R&D committee will be responsible for, among

other things:

● review and provide guidance on the Company’s overall

research and development strategy, including platform technologies and therapeutic focus areas;

● oversee the scientific rationale, differentiation, and

competitive positioning of the Company’s product candidates;

● review the status, progress, and prioritization of the

Company’s preclinical and clinical development programs.

● review key clinical development plans, trial designs, endpoints,

and timelines for material programs;

● oversee regulatory strategy and major regulatory interactions,

including pathways such as accelerated approval, breakthrough designation, or other expedited programs, where applicable;

● review significant clinical, regulatory, and development

risks and mitigation strategies.

● review R&D budgets and resource allocation across programs;

● provide input to the Board on go/no-go decisions, program

advancement, partnering, or discontinuation based on scientific merit, risk, capital requirements, and strategic fit;

● assess alignment between R&D priorities and the Company’s

capital allocation strategy.

● review opportunities for platform expansion, new indications,

lifecycle management, and next-generation product development;

● assess the application of the Company’s technology

to additional therapeutic areas or disease indications;

● review the integration of external innovation, collaborations,

licensing, or acquisition opportunities related to R&D.

● oversee and assess key scientific and technical risks,

including translational risk, safety, manufacturing feasibility, and scalability;

● review material non-clinical safety, toxicology, and CMC

considerations impacting development timelines or regulatory approval;

● coordinate, as appropriate, with the Audit Committee regarding R&D-related

financial, operational, and compliance risks.

● review the role and effectiveness of scientific advisory

boards and key external advisors;

● oversee engagement with academic institutions, CROs, CDMOs,

and strategic R&D partners;

R&D Charter is included as an exhibit to this Annual Report on Form 10-K.

You can also review the R&D Charter

by accessing our public filings at the SEC’s web site at www.sec.gov.

Director Nominations

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satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating

The directors who will participate in the consideration and recommendation of director nominees are Mr.

The directors who will participate in the consideration and recommendation of director nominees are Dr.

Barberis,, Dr.

In accordance with Rule 5605 of the Nasdaq rules, all such directors are independent.

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Insider Trading Policy

Subsequent to the consummation of the Initial Public Offering, the

Company adopted an insider trading policy which requires insiders to (i) refrain from purchasing shares during certain blackout periods

and when they are in possession of any material non-public information and (ii) to clear all trades with the Company’s

legal counsel or compliance officer prior to execution.

In addition, the Company’s Sponsor and any other holders of the Company’s

common stock prior to the Initial Public Offering (or their permitted transferees (the “Initial Stockholders”)) have agreed

to waive their redemption rights with respect to their Founder Shares, Placement Shares and Public Shares in connection with the completion

of a Business Combination.

A copy of the Company’s Insider Trading Policy has been filed as Exhibit 19.1 to this Annual Report.

The Company adopted an insider trading policy which requires insiders

to (i) refrain from purchasing shares during certain blackout periods and when they are in possession of any material non-public information

and (ii) to clear all trades with the Company’s legal counsel or compliance officer prior to execution.

In addition, the Company’s

Sponsor and any other holders of the Company’s common stock prior to the Initial Public Offering (or their permitted transferees

(the “Initial Stockholders”)) agreed to waive their redemption rights with respect to their Founder Shares, Placement Shares

and Public Shares in connection with the Business Combination.

A copy of the Company’s Insider Trading Policy has been filed as

Exhibit 19.1 to this Annual Report.

Executive Compensation

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on our current plans, considerations, expectations and determinations regarding future compensation programs.

Actual compensation programs

that the Company adopts following the completion of the Business Combination may differ materially from the currently planned programs

summarized in this discussion.

2025 Summary Compensation Table

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Kuk Hyoun Hwang

Chairman of the Board of Directors

Sang Hoon Kim

Chief Executive Officer

Constance Höfer

Chief Scientific Officer

Gihyoun Bang,

Chief Financial Officer

Jun Chul Whang

Chief Legal Officer

Narrative to Summary Compensation Table

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and secretarial and administrative support.

Upon completion of our initial business combination, we will cease paying these monthly fees.

No compensation of any kind, including any finder’s fee, reimbursement, consulting fee or monies in respect of any payment of a

loan, will be paid by us to our Sponsor, officers, directors or any affiliate of our Sponsor, officers or directors, prior to, or in connection

with any services rendered in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction

that it is) except that we may pay BCM and/or any of its affiliates, partners or employees a fee for financial advisory services rendered

in connection with our identification, negotiation and consummation of our initial business combination;

the amount of any fee we pay

to BCM and/or any of its affiliates, partners or employees will be based upon the prevailing market for similar services for such transactions

at such time, and will be subject to the review of our audit committee pursuant to the audit committee’s policies and procedures

relating to transactions that may present conflicts of interest.

Our officers and directors will be reimbursed for any out-of-pocket expenses

incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable

business combinations.

Our audit committee will review on a quarterly basis all payments that were made to our Sponsor, officers, directors,

advisors or our or their affiliates.

Any such payments prior to an initial business combination will be made using funds held outside

the Trust Account.

Other than quarterly audit committee review of such payments, we do not expect to have any additional controls in place

governing our reimbursement payments to our directors and executive officers for their out-of-pocket expenses incurred in connection

with identifying and consummating an initial business combination.

During 2023, our Sponsor transferred 20,000 founder shares to each

Chung, Reed and Roberts and Mssrs.

Euh and Park for their board service and Mr.

Yoo for his service as chief financial officer.

Sponsor additionally transferred 20,000 private placement warrants to each of Dr.

Reed for his service as chairman of the board of

directors, Dr.

Chung for his service as chair of the audit committee, and Mr.

Yoo for his service as chief financial officer.

No officer or director has received any compensation for services rendered to us during the year ended December 31, 2024.

No compensation of any kind, including any finder’s fee, reimbursement, consulting fee

or monies in respect of any payment of a loan, will be paid by us to our Sponsor, officers, directors or any affiliate of our Sponsor,

officers or directors, prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial business

combination (regardless of the type of transaction that it is) except that we may pay BCM and/or any of its affiliates, partners or employees

a fee for financial advisory services rendered in connection with our identification, negotiation and consummation of our initial business

the amount of any fee we pay to BCM and/or any of its affiliates, partners or employees will be based upon the prevailing

market for similar services for such transactions at such time, and will be subject to the review of our audit committee pursuant to the

audit committee’s policies and procedures relating to transactions that may present conflicts of interest.

Our officers and directors

will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential

target businesses and performing due diligence on suitable business combinations.

Our audit committee will review on a quarterly basis

all payments that were made to our Sponsor, officers, directors, advisors or our or their affiliates.

Any such payments prior to an initial

business combination will be made using funds held outside the Trust Account.

Other than quarterly audit committee review of such payments,

we do not expect to have any additional controls in place governing our reimbursement payments to our directors and executive officers

for their out-of-pocket expenses incurred in connection with identifying and consummating an initial business combination.

Clawback Policy

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the persons named below, with respect to the beneficial ownership of shares, by:

● each person known by us to be the beneficial owner of more

than 5% of our outstanding shares of common stock;

● each of our executive officers and directors that beneficially

owns shares of our common stock;

each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock;

each of our executive officers and directors that beneficially owns shares of our common stock;

all our executive officers and directors as a group.

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Jun Chul Whang (3)

Sang Hoon Kim

Constance Höfer

Alcide Barberis

Joong Myung Cho

Sang Hyun Kim

Phil Geon Lee

Seng Chin Mah

Jin Whan Park (4)

All such executive officers and directors as a group (11 individuals)

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Bellevue Capital Management LLC (6)

Duksung Co., Ltd.

Less than one percent.

(1) Unless otherwise noted, the address of each beneficial owner is c/o OSR Holdings, Inc., 10900 NE 4 th Street, Suite

2300, Bellevue, WA 98004.

(2) Interest consists of (i) 1,725,000 founder shares of the Company’s Common Stock, (ii) the transfer of 34,500 shares

of the Company’s common stock to Chardan Capital Markets, LLC (“ Chardan ”), (iii) 430,000 placement shares

held of record by Bellevue Global Life Sciences Investors LLC (“ BGLSI ”), (iv) the transfer of 120,000 shares

of the Company’s Common Stock by BGLSI to officers and directors of the Company at the time of its initial public offering, and

(v) the transfer of 310,000 private placement units held by BGLSI and 370,000 founder shares held by BGLSI to BCM Europe AG

BGLSI’s ownership an additional 12,000 shares underlying the private placement rights that

convert at the closing of the Business Combination and the shares of the Company’s Common Stock held by BCME and Bellevue Capital

Management LLC (“ BCM ”) upon the closing of the Business Combination.

Hwang is the founder and managing partner

of BCM, the general partner of BGLSI, and has voting and dispositive power over the shares.

Unless otherwise noted, the address of each beneficial owner is c/o OSR Holdings, Inc., 10900 NE 4 th Street, Suite 2300, Bellevue, WA 98004.

Interest consists of (i) 1,725,000 founder shares of the Company’s Common Stock, (ii) the transfer of 34,500 shares of the Company’s common stock to Chardan Capital Markets, LLC (“ Chardan ”), (iii) 430,000 placement shares held of record by Bellevue Global Life Sciences Investors LLC (“ BGLSI ”), (iv) the transfer of 120,000 shares of the Company’s Common Stock by BGLSI to officers and directors of the Company at the time of its initial public offering, and (v) the transfer of 310,000 private placement units held by BGLSI and 370,000 founder shaes held by BGLSI to BCM Europe AG (“ BCME ”).

BGLSI’s ownership an additional 12,000 shares underlying the private placement rights that convert at the closing of the Business Combination and the shares of the Company’s Common Stock held by BCME and Bellevue Capital Management LLC (“ BCM ”) upon the closing of the Business Combination.

Hwang is the founder and managing partner of BCM, the general partner of BGLSI, and has voting and dispositive power over the shares.

Interest does not include shares of the Company’s Common Stock held by BGLSI.

Whang is a minority owner of BCM but

has no voting or dispositive power over the shares of the Company’s Common Stock held by BGLSI.

(4) BGLSI transferred 20,000 shares of the Company’s common stock to Mr.

(5) Interest consists of (i) 1,725,000 founder shares of the Company’s Common Stock, (ii) the transfer of 34,500 shares

of the Company’s Common Stock to Chardan, (iii) 430,000 placement shares held of record by BGLSI, (iv) the transfer of

120,000 shares of the Company’s Common Stock by BGLSI to officers and directors of BLAC at the time of its initial public offering,

and (v) the transfer of 310,000 private placement units identical held by BGLSI and 370,000 founder shares held by BGLSI to

BGLSI’s ownership post-closing includes an additional 12,000 shares underlying the private placement rights

that converted at the closing of the Business Combination.

Hwang is the founder and managing partner of BCM, the general partner

of BGLSI, and has voting and dispositive power over the shares.

(6) Interest consists of the 370,000 founder shares and 310,000 private placement units (including the exercise of 310,000 private placement

warrants into 310,000 shares of the Company’s Common Stock, the conversion of 310,000 private placement rights into 31,000 shares

of the Company’s Common Stock, and the exercise of 60,000 private placement warrants that were also transferred to BCME by BGLSI

pursuant to the promissory note into 60,000 shares of the Company’s Common Stock) and 581,031 shares of OSR Common Stock held by

BCME prior to the closing of the Business Combination.

The 581,031 shares of OSR Common Stock were exchanged for 7,531,634 shares of the

Company’s Common Stock upon the consummation of the Business Combination.

BCME is a wholly-owned subsidiary of BCM.

address of BCME is Gotthardstrasse 26 6300 Zug Switzerland.

(7) Interest consists of 241,000 shares of OSR Common Stock held by BCM prior to the closing of the Business Combination.

shares of OSR Common Stock were exchanged for 3,123,970 shares of the Company’s Common Stock upon the consummation of the Business

Hwang has voting and dispositive over such shares.

(8) Interest consists of (i) 63,912 shares of OSR Common Stock held by Duksung Co., Ltd.

(“Duksung”) prior to the closing

of the Business Combination and (ii) 45,651 shares of OSR Common Stock held by Duksung P&T Co., Ltd., an affiliate of Duksung, prior

Whang is a minority owner of BCM but has no voting or dispositive power over the shares of the Company’s Common Stock held by BGLSI.

Interest consists of (i) 1,725,000 founder shares of the Company’s Common Stock, (ii) the transfer of 34,500 shares of the Company’s Common Stock to Chardan, (iii) 430,000 placement shares held of record by BGLSI, (iv) the transfer of 120,000 shares of the Company’s Common Stock by BGLSI to officers and directors of BLAC at the time of its initial public offering, and (v) the transfer of 310,000 private placement units identical held by BGLSI and 370,000 founder shares held by BGLSI to BCME.

BGLSI’s ownership post-closing includes an additional 12,000 shares underlying the private placement rights that converted at the closing of the Business Combination.

Hwang is the founder and managing partner of BCM, the general partner of BGLSI, and has voting and dispositive power over the shares.

consists of the 370,000 founder shares and 310,000 private placement units (including the exercise of 310,000 private placement warrants

into 310,000 shares of the Company’s Common Stock, the conversion of 310,000 private placement rights into 31,000 shares of the

Company’s Common Stock, and the exercise of 60,000 private placement warrants that were also transferred to BCME by BGLSI pursuant

to the promissory note into 60,000 shares of the Company’s Common Stock) and 581,031 shares of OSR Common Stock held by BCME prior

to the closing of the Business Combination.

The 109,563 shares of OSR Common Stock are being exchanged for 1,420,215 shares of the Company’s

The 581,031 shares of OSR Common Stock were exchanged for 7,531,636 shares of the Company’s

Common Stock upon the consummation of the Business Combination.

The business address of Duksung is 25 Sinwonro Yeongtonggu Suwonsi Gyeonggido,

Republic of Korea.

BCME is a wholly-owned subsidiary of BCM.

The business address of BCME

is Gotthardstrasse 26 6300 Zug Switzerland.

consists of 241,000 shares of OSR Common Stock held by BCM prior to the closing of the Business Combination.

The 241,000 shares of OSR

Common Stock were exchanged for 3,123,970 shares of the Company’s Common Stock upon the consummation of the Business Combination.

Hwang has voting and dispositive over such shares.

consists of (i) 828,462 shares of the Company’s Common Stock issued upon the consummation of the Business Combination in exchange

for 63,912 shares of OSR Holdings Co., Ltd.

held by Duksung Co., Ltd.

(“Duksung”), (ii) 591,753 shares of the Company’s

Common Stock issued upon the consummation of the Business Combination in exchange for 45,651 shares of OSR Holdings Co., Ltd.

Duksung P&T Co., Ltd., and (iii) 10 shares of the Company’s Common Stock acquired through open market purchases.

shares of the Company’s Common Stock issuable upon conversion of a $650,000 convertible bond.

The business address of Duksung is

25 Sinwonro Yeongtonggu Suwonsi Gyeonggido, Republic of Korea.

Securities Authorized for Issuance under Equity Compensation Table

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securities reflected

in column (a))

Equity compensation plans approved by security holders

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in the Omnibus Plan.

As of January 29, 2025, there are 26 employees or directors that are eligible to participate in the Omnibus

Plan, but we expect that 17 employees, including each of the Company’s named executive officers, and approximately 9 non-employee directors,

consultants, and advisors of the Company will be eligible to participate in the Omnibus Plan after the consummation of the Business Combination.

Only the Company’s employees or employees of the Company’s corporate subsidiaries are eligible to receive incentive stock

As of December 31, 2025, there are 30 employees or directors that are eligible to participate in the Omnibus

Plan, and we expect that 22 full-time employees, and approximately 8 non-employee directors and officers, consultants, and advisors

of the Company will be eligible to participate in the Omnibus Plan after the consummation of the Business Combination.

Only the Company’s

employees or employees of the Company’s corporate subsidiaries are eligible to receive incentive stock options.

The Omnibus Plan became effective on January 29, 2025, the date it

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At the closing of our IPO,

our Sponsor transferred 20,000 founder shares to each of our directors and 20,000 placement warrants each to our directors who are serving

as our Chairman of the Board of Directors and the chair of our audit committee.

our Sponsor transferred 20,000 founder shares to each of our directors and 20,000 placement warrants to each of our directors who are

serving as our Chairman of the Board of Directors and the chair of our audit committee.

On March 23, 2023, our Sponsor also transferred

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at a price of $10.00 per unit, for an aggregate purchase price of $4,300,000, at the closing of our IPO.

There will be no redemption rights

There were no redemption rights

or liquidating distributions from the Trust Account with respect to the founder shares or placement shares, and the placement warrants

and placement rights will expire worthless if we not consummate a business combination on or prior to the time provided in the Company’s

Charter (as subject to extension).

and placement rights would have expired worthless if a business combination had not been consummated within the time period specified

in the Company’s Charter, as amended.

On March 31, 2022, our Sponsor entered into a promissory note

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amended on March 27, 2024, to extend the maturity date to the earlier of (i) December 31, 2024, or (ii) the date on

which the Company consummates a Business Combination.

which the Company consummated a Business Combination.

Additionally, on February 2, 2023, our Sponsor entered into a promissory note

with BCM Europe in the principal amount of $3,400,000 with a maturity date of February 2, 2024 (the “BCM Europe Note 2023”).

The proceeds of the BCM Europe Note 2023 will be used, if necessary, to fund expenses in connection with our initial business combination.

The proceeds of the BCM Europe Note 2023 were intended to be used, if necessary, to fund expenses in connection with our initial business

The BCM Europe Note 2023 is not convertible into any BLAC securities held by our Sponsor.

The BCM Europe Note 2023 was amended on April

12, 2024 to extend the maturity date to the earlier of (i) December 31, 2024 or (ii) the date on which the Company consummates

a Business Combination.

As of the date of the filing of this Annual Report on Form 10-K, the outstanding balance of the BCM Europe Note

and the BCM Europe Note 2023 is $4,700,000.

The BCM Europe Note 2023 was amended

on April 12, 2024, to extend the maturity date to the earlier of (i) December 31, 2024 or (ii) the date on which the Company

consummated a Business Combination.

As of the date of the filing of this Annual Report on Form 10-K, the outstanding balance of the BCM

Europe Note and the BCM Europe Note 2023 is $1,200,000.

Our Sponsor had loaned to us $1,200,000 under promissory notes which

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secretarial and administrative support.

Upon completion of our initial business combination or our liquidation, we will cease paying these

monthly fees.

These payments were to cease upon the completion of our initial business combination.

on February 15, 2025, the Company and BCM entered into an addendum to the Administrative Services Agreement, pursuant to which the Company

agreed to continue paying the monthly fee of $7,500 for such services following the completion of the initial business combination.

In addition, the Company entered into a Venture Partner Agreement with

Josh Pan, an individual member of Bellevue Capital Management, LLC (“BCM”), which wholly owns Bellevue Global Life Sciences

Investors, LLC.

Pursuant to this agreement, the venture partner provides strategic and scientific advisory services in connection with

the Company’s portfolio companies, research initiatives and business development activities.

The agreement was executed on July

21, 2025 and is deemed effective as of September 1, 2024.

In consideration for such services, the Company pays a monthly advisory fee

of $15,000, together with reimbursement of reasonable and pre-approved out-of-pocket expenses incurred in connection with the services.

A copy of the Venture Partner Agreement is filed as Exhibit 10.33 to this Annual Report on Form 10-K.

In addition, the Company entered into a consulting arrangement with

its Chief Scientific Officer, Dr.

Constance Höfer, in connection with her appointment as an executive officer of the Company.

to her appointment, Dr.

Höfer had entered into a consulting agreement with BCM Europe AG (“BCME”) effective November

1, 2024, pursuant to which she provided consulting services for Vaximm AG, a subsidiary of the Company.

From November 2024 through February

2025, the Company agreed to pay Dr.

Höfer directly for services rendered under such arrangement, in the amount of approximately $14,532

per month, given that Vaximm AG is a subsidiary of the Company.

Following Dr.

Höfer’s appointment as Chief Scientific Officer

on March 24, 2025, the Company entered into a separate consulting agreement directly with Dr.

Höfer governing her services as an

executive officer.

Additional information regarding this arrangement is described under Item 10.

“Directors, Executive Officers

and Corporate Governance.”

In November 2025, the Company approved an annual cash board fee of

$50,000 for each non-employee director, which was deemed to commence as of February 2025 following the consummation of the Company’s

initial business combination.

Additional information regarding director compensation, including the annual cash board fee, is provided

under Item 11.

“Executive Compensation — Director Compensation.”

Other than the foregoing, no compensation of any kind, including any

finder’s fee, reimbursement, consulting fee or monies in respect of any payment of a loan, will be paid by us to our Sponsor, officers,

directors or any affiliate of our Sponsor, officers, directors prior to, or in connection with any services rendered in order to effectuate,

the consummation of an initial business combination (regardless of the type of transaction that it is).

However, these individuals will

be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target

businesses and performing due diligence on suitable business combinations.

Our audit committee will review on a quarterly basis all payments

that were made to our Sponsor, officers, directors, advisors or our or their affiliates and will determine which expenses and the amount

of expenses that will be reimbursed.

There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons

in connection with activities on our behalf.

In addition, in order to finance transaction costs in connection with

an intended initial business combination, our Sponsors, officers and directors or their affiliates may, but are not obligated to, loan

us funds as may be required.

If we complete an initial business combination, we would repay such loaned amounts.

In the event that the

initial business combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such

loaned amounts but no proceeds from our Trust Account would be used for such repayment.

Up to $1,000,000 of such loans may be convertible

into Units, at a price of $10.00 per unit at the option of the lender, upon consummation of our initial business combination.

issuable upon conversion of the working capital loans would be identical to the placement units.

The terms of such loans by our Sponsor,

officers and directors or their affiliates, if any, have not been determined and no written agreements exist with respect to such loans.

We do not expect to seek loans from parties other than our Sponsor, officer and directors or their affiliates as we do not believe third

parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account.

Loans made by Chardan or any of its related persons, if any, will not be convertible into any of our securities and Chardan and its related

persons will have no recourse with respect to their ability to convert their loans into any of our securities.

After our initial business combination, members of our management team

who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed

to our stockholders, to the extent then known, in the tender offer or proxy solicitation materials, as applicable, furnished to our stockholders.

It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time

of a stockholder meeting held to consider our initial business combination, as applicable, as it will be up to the directors of the post-combination

business to determine executive and director compensation.

The holders of the founder shares, equity participation shares, placement

units, and units that may be issued upon conversion of working capital loans (and in each case holders of their component securities,

as applicable) have registration rights to require us to register a sale of any of our securities held by them pursuant to a registration

rights agreement signed in connection with our IPO.

These holders will be entitled to make up to two demands, excluding short form registration

demands, that we register such securities for sale under the Securities Act.

In addition, these holders will have “piggy-back”

registration rights to include their securities in other registration statements filed by us.

Chardan may not exercise its demand and

“piggyback” registration rights after five and seven years, respectively, after the effective date of the registration statement

and may not exercise its demand rights on more than one occasion.

Additionally, on the Closing Date, the Company entered into Lock-up

Agreements (the “ Lock-Up Agreements”) with Bellevue Capital Management LLC (“ BCM ”), BCM Europe AG

(“ BCME ”), Sung Jae Yu, and Sung Hoon Chung (together, the “ Holders ”), pursuant to which the Holders

are contractually restricted from selling or transferring between 70%-100% of their shares of Company Common Stock received in the Share

Exchange (the “ Lock-Up Shares ”).

Such restrictions became applicable commencing from the Closing Date and end (i) with

respect to BCM and BCME, on the 36-month anniversary of the Closing Date;

and (ii) with respect to Sung Jae Yu and Sung Hoon Chung, on

January 1, 2026.

finder’s fee, reimbursement, consulting fee or monies in respect of any payment of a loan, was by the Company to our Sponsor, officers,

directors or any affiliate of our Sponsor, officers, directors prior to, or in connection with any services rendered to effectuate, the

consummation of the Company’s initial business combination.

However, these individuals were reimbursed for any out-of-pocket expenses

incurred in connection with activities on our behalf, such as identifying potential target businesses and performing due diligence on

suitable business combinations.

Our audit committee reviewed on a quarterly basis all payments that were made to our Sponsor, officers,

directors, advisors or our or their affiliates and determined which expenses and the amount of expenses were eligible for reimbursement.

There was no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our

Certain stockholders of the Company are entitled to registration

rights pursuant to a registration rights agreement entered into in connection with the Company’s initial public offering.

this agreement, such holders are entitled to make up to two demands, excluding short-form registration demands, that the Company register

the sale of such securities under the Securities Act.

In addition, such holders have “piggyback” registration rights to include

their securities in other registration statements filed by the Company.

Chardan may not exercise its demand and piggyback registration

rights after five and seven years, respectively, following the effective date of the applicable registration statement, and may not exercise

its demand rights on more than one occasion.

Additionally, on the closing date of the Company’s business combination

(the “Closing Date”), the Company entered into Lock-Up Agreements (the “Lock-Up Agreements”) with Bellevue Capital

Management LLC (“BCM”), BCM Europe AG (“BCME”) and certain other stockholders (collectively, the “Holders”).

Pursuant to the Lock-Up Agreements, the Holders agreed to restrictions on the transfer of 70% of the shares of the Company’s common

stock received in the business combination (the “Lock-Up Shares”).

These restrictions commenced on the Closing Date and expire with respect

to BCM and BCME on the 36-month anniversary of the Closing Date.

The lock-up restrictions applicable to certain other stockholders expired

on January 1, 2026.

Promissory Notes with Related Parties

On June 23, 2023, the Company issued an unsecured promissory note

(the “Note”) in the principal amount of $200,000 to the Sponsor to fund working capital requirements.

The Note is non-interest

bearing and is payable in full on the earlier of:

(i) December 31, 2024 or (ii) the date on which the Company consummates

a Business Combination.

In the event that the Company does not consummate a business combination, the Note will be repaid only from amounts

remaining outside of the Company’s Trust Account, if any.

At the Sponsor’s discretion, the principal balance of the Note may

be converted at any time prior to the consummation of a Business Combination into Units identical to the Private Placement Units at a

price of $10.00 per Unit.

The Company repaid the promissory note on December 4, 2023.

On November 13, 2023, the Company issued an unsecured promissory

note (the “BCM Note”) in the principal amount of $180,000 to BCM to fund the payment to extend the date to consummate

an initial business combination to February 14, 2023.

The BCM Note is non-interest bearing and is payable in full on the earlier

(i) December 31, 2024 or (ii) the date on which the Company consummates a Business Combination.

In the event that the Company

does not consummate a business combination, the BCM Note will be repaid only from amounts remaining outside of the Company’s Trust

Account, if any.

The Company repaid the BCM Note on December 4, 2023.

As previously reported

by the Company on its Current Report Form 8-K filed on February 9, 2024, on that date the Company issued an unsecured promissory

note in the principal amount of $75,000 to Jun Chul Whang, a member of the Company’s Board of Directors (the “ Jun Chul

Whang Promissory Note .”)

Also on February 9, 2024,

$60,000 was deposited in the trust account in connection with the extension of the date by which the Company must consummate a business

combination from February 14, 2024 to March 14, 2024.

The Jun Chul Whang Promissory

Note is not interest bearing and is payable in full on the earlier of:

(i) August 9, 2024 or (ii) the date on which the

Company consummates an initial business combination.

In the event that the Company does not consummate a business combination on or prior

to the time provided in the Company’s Amended and Restated Certificate of Incorporation (as subject to extension), Mr.

to forgive the principal balance of the Jun Chul Whang Promissory Note, except to the extent of any funds remaining outside of the Company’s

trust account, if any.

The following shall constitute an event of default:

(i) a failure to pay the principal within five business days

of the maturity date and (ii) the commencement of a voluntary or involuntary bankruptcy action.

The foregoing description of the Jun Chul

Whang Promissory Note is qualified in its entirety by reference to the full text of the note, a copy of which is filed as Exhibit 10.1

to the February 9, 2024 Form 8-K and incorporated herein by reference.

by the Company on its Current Report Form 8-K filed on February 9, 2024, on that date the Company issued an unsecured promissory note

in the principal amount of $75,000 to Jun Chul Whang, a member of the Company’s Board of Directors (the “Jun Chul Whang Promissory

On February 9, 2024, $60,000 was deposited in the trust account in connection with the extension of the date by which the

Company must consummate a business combination from February 14, 2024 to March 14, 2024.

The Jun Chul Whang Promissory Note is non-interest bearing.

maturity date of the note was the earlier of August 9, 2024 or the date on which the Company consummated its initial business combination.

The maturity date of the note was subsequently amended on September 30, 2024 and February 12, 2025, pursuant to which the maturity date

was extended to December 31, 2026.

As of December 31, 2025, the outstanding balance of the Jun Chul Whang Promissory Note was $45,000.

The foregoing description of the Jun Chul Whang Promissory Note is qualified in its entirety by reference to the full text of the note,

which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 9, 2024 and is incorporated herein

by reference.

As previously reported by the Company on its Current Report Form 8-K

filed on March 13, 2024, on March 8, 2024 the Company issued an unsecured promissory note in the principal amount of $60,000 to Josh

Pan, an individual member of Bellevue Capital Management, LLC, which wholly owns Bellevue Global Life Sciences Investors, LLC, the sponsor

filed on March 13, 2024, on March 8, 2024 the Company issued an unsecured promissory note in the principal amount of $60,000 to Josh Pan,

an individual member of Bellevue Capital Management, LLC, which wholly owns Bellevue Global Life Sciences Investors, LLC, the sponsor

of the Company (the “Pan Promissory Note”).

On March 12, 2024, $60,000 was deposited in the trust account in connection

with the extension of the date by which the Company must consummate a business combination from March 14, 2024 to April 15, 2024.

The Pan Promissory Note is not interest bearing and is payable

in full on the earlier of:

(i) August 8, 2024 or (ii) the date on which the Company consummates an initial business combination.

In the event that the Company does not consummate a business combination on or prior to the time provided in the Company’s Amended

and Restated Certificate of Incorporation (as subject to extension), Mr.

Pan agrees to forgive the principal balance of the Promissory

Note, except to the extent of any funds remaining outside of the Company’s trust account, if any.

The following shall constitute

an event of default:

(i) a failure to pay the principal within five business days of the Maturity Date and (ii) the commencement of a

voluntary or involuntary bankruptcy action.

The foregoing description of the Pan Promissory Note is qualified in its entirety by

reference to the full text of the Note, a copy of which is filed as Exhibit 10.1 to Company’s March 13, 2024 Form 8-K and incorporated

herein by reference.

On March 12, 2024, $60,000 was deposited in the trust account in connection with

the extension of the date by which the Company must consummate a business combination from March 14, 2024 to April 15, 2024.

The Pan Promissory Note is unsecured and non-interest bearing.

original maturity date of the note was the earlier of August 8, 2024 or the date on which the Company consummated its initial business

The maturity date of the note was subsequently amended on September 20, 2024 and February 12, 2025, pursuant to which the

maturity date was extended to December 31, 2026.

As of December 31, 2025, the outstanding balance of the Pan Promissory Note was $60,000.

The foregoing description of the Pan Promissory Note is qualified in its entirety by reference to the full text of the note, which was

filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 13, 2024 and is incorporated herein by reference.

As previously reported by the Company on its Current Report Form 8-K

filed on April 8, 2024, on that date the Company issued an unsecured promissory note in the principal amount of $1,200,000 to Bellevue

Global Life Sciences Investors, LLC (“ BGLSI ”), the sponsor of the Company.

On April 9, 2024, $60,000 was deposited

in the trust account in connection with the extension of the date by which the Company must consummate a business combination from April

15, 2024 to May 14, 2024.

The BGLSI Promissory Note is not interest bearing and is payable

in full on the earlier of:

(i) December 31, 2024 or (ii) the date on which the Company consummates an initial business combination.

In the event that the Company does not consummate a business combination on or prior to the time provided in the Company’s Amended

and Restated Certificate of Incorporation (as subject to extension), BGLSI agrees to forgive the principal balance of the Promissory Note,

except to the extent of any funds remaining outside of the Company’s trust account, if any.

The following shall constitute an event

(i) a failure to pay the principal within five business days of the Maturity Date and (ii) the commencement of a voluntary

or involuntary bankruptcy action.

The foregoing description of the BGLSI Promissory Note is qualified in its entirety by reference to

the full text of the Note, a copy of which is filed as Exhibit 10.1 to the Company’s April 8, 2024 Form 8-K and incorporated herein

by reference.

As previously reported by the Company on Form 8-K dated April 17,

2024, on that date the Company issued an unsecured promissory note in the principal amount of $50,000 (the “ April 17, 2024

Promissory Note ”) to Bellevue Global Life Sciences Investors LLC (“ BGLSI ”), the sponsor of the Company.

The April 17, 2024 Promissory Note is not interest bearing and is payable

in full on the earlier of:

(i) December 31, 2024 or (ii) the date on which the Company consummates an initial business

In the event that the Company does not consummate a business combination on or prior to the time provided in the Company’s

Amended and Restated Certificate of Incorporation (as subject to extension), BGLSI agrees to forgive the principal balance of the April

17, 2024 Promissory Note, except to the extent of any funds remaining outside of the Company’s trust account, if any.

The following

shall constitute an event of default:

(i) a failure to pay the principal within five business days of the Maturity Date and (ii) the

commencement of a voluntary or involuntary bankruptcy action.

The foregoing description of the April 17, 2024 Promissory Note is qualified

in its entirety by reference to the full text of the April 17, 2024 Promissory Note, a copy of which is filed as Exhibit 10.1 to the Company’s

April 17, 2024 Form 8-K and incorporated herein by reference.

As previously reported by the Company on Form 8-K dated May 14,

2024, on that date the Company issued an unsecured promissory note in the principal amount of $140,000 (the “ May 14, 2024 Promissory

Note ”) to Bellevue Global Life Sciences Investors LLC (“ BGLSI ”), the sponsor of the Company.

The May 14, 2024 Promissory Note is not interest bearing and is

payable in full on the earlier of:

(i) December 31, 2024 or (ii) the date on which the Company consummates an initial business

In the event that the Company does not consummate a business combination on or prior to the time provided in the Company’s

Amended and Restated Certificate of Incorporation (as subject to extension), BGLSI agrees to forgive the principal balance of the Promissory

Note, except to the extent of any funds remaining outside of the Company’s trust account, if any.

The following shall constitute

an event of default:

(i) a failure to pay the principal within five business days of the Maturity Date and (ii) the commencement

of a voluntary or involuntary bankruptcy action.

The foregoing description of the May 14, 2024 Promissory Note is qualified in its

entirety by reference to the full text of the May 14, 2024 Promissory Note, a copy of which is filed as Exhibit 10.1 to the Company’s

May 14, 2024 Form 8-K and incorporated herein by reference.

As previously reported by the Company on Form 8-K dated July 11,

2024, on that date the Company issued an unsecured promissory note (the “ July 11, 2024 Promissory Note ”) in the

principal amount of $300,000 to Bellevue Global Life Sciences Investors, LLC (“ BGLSI ”), the sponsor of the Company.

The July 11, 2024 Promissory Note is not interest bearing and is payable

in full on the earlier of:

(i) December 31, 2024 or (ii) the date on which the Company consummates an initial business

In the event that the Company does not consummate a business combination on or prior to the time provided in the Company’s

Amended and Restated Certificate of Incorporation (as subject to extension), BGLSI agrees to forgive the principal balance of the Promissory

Note, except to the extent of any funds remaining outside of the Company’s trust account, if any.

The following shall constitute

an event of default:

(i) a failure to pay the principal within five business days of the Maturity Date and (ii) the commencement

of a voluntary or involuntary bankruptcy action.

The foregoing description of the July 11, 2024 Promissory Note is qualified in its entirety

by reference to the full text of the Promissory Note, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and

incorporated herein by reference.

As previously reported by the Company on Form 8-K dated October 10,

2024, on that date, the Company issued an unsecured promissory note (the “ October 10, 2024 Promissory Note” ) in

the principal amount of $40,000 to Jun Chul Whang, a member of the Company’s Board.

The October 10, 2024 Promissory Note is not interest bearing and is payable

in full on the earlier of:

(i) November 9, 2024, (ii) at such time the Company raises additional working capital funds, or

(iii) the date on which the Company consummates an initial business combination.

In the event that the Company does not consummate

a business combination on or prior to the time provided in the Company’s Amended and Restated Certificate of Incorporation (as

subject to extension), Mr.

Whang agrees to forgive the principal balance of the Promissory Note, except to the extent of any funds

remaining outside of the Company’s trust account, if any.

The following shall constitute an event of default:

(i) a failure

to pay the principal within five business days of the Maturity Date and (ii) the commencement of a voluntary or involuntary bankruptcy

The foregoing description of the Promissory Note is qualified in its entirety by reference to the full text of the Promissory

Note, a copy of which is filed as Exhibit 10.1 to the Company’s October 10, 2024 Form 8-K and incorporated herein by

As previously reported by the Company on Form 8-K dated September 20,

2024, on that date the company and Mr.

Whang entered into an amendment (the “ Whang Promissory Note Amendment ”)

to extend the maturity date of the Whang Promissory Note to the earlier of (i) March 31, 2025 and (ii) the date on which

the Company consummates an initial business combination.

No other terms of the Whang Promissory Note were amended.

The foregoing description

of the Whang Promissory Note Amendment is qualified in its entirety by reference to the full text of the amendment, a copy of which is

filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

As previously reported by the Company on Form 8-K dated September 20,

2024, on that date the company and Mr.

Pan entered into an amendment (the “ Pan Promissory Note Amendment ”) to

extend the maturity date of the Pan Promissory Note to the earlier of (i) March 31, 2025 and (ii) the date on which the

Company consummates an initial business combination.

No other terms of the Pan Promissory Note were amended.

The foregoing description

of the Pan Promissory Note Amendment is qualified in its entirety by reference to the full text of the amendment, a copy of which is filed

as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.

As also previously disclosed by the Company in its Current Reports

on Form 8-K filed with the Securities and Exchange Commission on (i) April 11, 2024, (ii) April 22, 2024, (iii)

May 14, 2024, and (iv) July 16, 2024, the Company issued unsecured promissory notes (each, a “ Sponsor Promissory

Note ” and, collectively, the “ Sponsor Promissory Notes ”) to Bellevue Global Life Sciences Investors, LLC,

the Company’s sponsor (“ Sponsor ”), on (i) April 8, 2024, (ii) April 17, 2024, (iii) May 14,

2024, and (iv) July 11, 2024, in the principal amounts of (i) $1,200,000, (ii) $50,000, (iii) $140,000, and (iv) $300,000, respectively.

As previously reported by the Company on Form 8-K dated January 10, 2025, on January 9, 2025, the Company and Sponsor entered into

an amendment (the “ Sponsor Promissory Notes Amendment ”) to extend the maturity date of each Sponsor Promissory Note

to the earlier of (i) September 30, 2025 and (ii) the date on which the Company consummates an initial business combination.

No other terms of the Sponsor Promissory Notes were amended.

The foregoing description of the Sponsor Promissory Notes Amendment is qualified

in its entirety by reference to the full text of the Promissory Notes Amendment, a copy of which is filed as Exhibit 10.1 to the Company’s

January 10, 2025 Current Report on Form 8-K and incorporated herein by reference.

On January 23, 2025, the Company and Sponsor entered into a second

amendment to amend the maturity date of each Sponsor Promissory Note to provide that each Sponsor Promissory Note matures on September

30, 2025, irrespective of whether the Company consummates an initial business combination prior to September 30, 2025.

No other terms

of the Sponsor Promissory Notes were amended.

The foregoing description of the Second Amendment to the Sponsor Promissory Notes is qualified

in its entirety by reference to the full text of the Second Amendment to the Sponsor Promissory Notes, a copy of which is filed as Exhibit

10.1 to the Company’s January 23, 2025 Current Report on Form 8-K and incorporated herein by reference.

As previously reported by the Company on Form 8-K dated October 25,

2024, on that date the Company advanced a loan to OSR in the amount of $300,000 evidenced by a promissory note (the “the Company

Promissory Note ”) that bears interest at a rate of 3.96% per annum, compound semi-annually, and is due on October 25, 2025.

Interest is payable only on maturity.

The following events constitute an event of default under the Company Promissory Note:

failure to pay the outstanding balance due within five (5) business days of the Maturity Date and (ii) the commencement of a

voluntary or involuntary bankruptcy action.

The funds were to be used by OSR for working capital and other expenses of OSR.

The Company Promissory Note is filed as Exhibit 10.1 to the Company’s

Form 8-K filing of October 25, 2024 and is incorporated herein by reference.

The disclosures set forth herein are intended to

be summaries only and are qualified in their entirety by reference to the Company Promissory Note.

filed on April 8, 2024 (the “April 8, 2024 Promissory Note”), on that date the Company issued an unsecured promissory note

in the principal amount of $1,200,000 to Bellevue Global Life Sciences Investors, LLC (“BGLSI”), the sponsor of the Company.

On April 9, 2024, $60,000 was deposited in the trust account in connection with the extension of the date by which the Company must consummate

a business combination from April 15, 2024 to May 14, 2024.

The April 8, 2024 Promissory Note is unsecured and non-interest bearing.

The original maturity date of the note was the earlier of December 31, 2024 or the date on which the Company consummated its initial business

The maturity date of the note was subsequently amended on January 9, 2025, January 23, 2025 and September 29, 2025, pursuant

to which the maturity date was extended to December 31, 2026.

As of December 31, 2025, the outstanding balance of the April 8, 2024 Promissory

Note was $715,000.

The foregoing description of the BGLSI Promissory Note is qualified in its entirety by reference to the full text of

the Note, a copy of which is filed as Exhibit 10.1 to the Company’s April 11, 2024 Form 8-K and incorporated herein by reference.

As previously reported by the Company on its Current Report on Form

8-K filed on April 17, 2024, on that date the Company issued an unsecured promissory note in the principal amount of $50,000 (the “April

17, 2024 Promissory Note”) to Bellevue Global Life Sciences Investors LLC (“BGLSI”).

The April 17, 2024 Promissory Note is unsecured and non-interest bearing.

The original maturity date of the note was the earlier of December 31, 2024 or the date on which the Company consummated its initial business

The maturity date of the note was subsequently amended on January 9, 2025, January 23, 2025 and September 29, 2025, pursuant

to which the maturity date was extended to December 31, 2026.

As of December 31, 2025, the outstanding balance of the April 17, 2024 Promissory

Note was $23,000.

The foregoing description of the April 17, 2024 Promissory Note is qualified in its entirety by reference to the full

text of the note, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 17, 2024 and is incorporated

herein by reference.

As previously reported by the Company on its Current Report on Form

8-K filed on May 14, 2024, on that date the Company issued an unsecured promissory note in the principal amount of $140,000 (the “May

14, 2024 Promissory Note”) to Bellevue Global Life Sciences Investors LLC (“BGLSI”).

The May 14, 2024 Promissory Note is unsecured and non-interest bearing.

The original maturity date of the note was the earlier of December 31, 2024 or the date on which the Company consummated its initial business

The maturity date of the note was subsequently amended on January 9, 2025, January 23, 2025 and September 29, 2025, pursuant

to which the maturity date was extended to December 31, 2026.

As of December 31, 2025, the outstanding balance of the May 14, 2024 Promissory

Note was $140,000.

The foregoing description of the May 14, 2024 Promissory Note is qualified in its entirety by reference to the full

text of the note, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 14, 2024 and is incorporated

herein by reference.

As previously reported by the Company on its Current Report on Form

8-K filed on July 11, 2024, on that date the Company issued an unsecured promissory note in the principal amount of $300,000 (the “July

11, 2024 Promissory Note”) to Bellevue Global Life Sciences Investors, LLC (“BGLSI”).

The July 11, 2024 Promissory Note is unsecured and non-interest bearing.

The original maturity date of the note was the earlier of December 31, 2024 or the date on which the Company consummated its initial business

The maturity date of the note was subsequently amended on January 9, 2025, January 23, 2025 and September 29, 2025, pursuant

to which the maturity date was extended to December 31, 2026.

As of December 31, 2025, the outstanding balance of the July 11, 2024 Promissory

Note was $280,000.

The foregoing description of the July 11, 2024 Promissory Note is qualified in its entirety by reference to the full

text of the note, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 11, 2024 and is incorporated

herein by reference.

On November 14, 2025, the Company issued an unsecured promissory note

in the principal amount of $60,000 (the “November 14, 2025 Promissory Note”) to BCM Europe AG (“BCME”).

14, 2025 Promissory Note is unsecured and non-interest bearing.

The maturity date of the note is November 14, 2027.

As previously reported by the Company on its Current Report on Form

8-K filed on October 25, 2024, on that date the Company advanced a loan to OSR Holdings Co., Ltd.

(“OSR”), a subsidiary of

the Company, in the amount of $300,000, evidenced by a promissory note (the “Company Promissory Note”).

The Company Promissory

Note bears interest at a rate of 3.96% per annum, compounded semi-annually, and was originally due on October 25, 2025, with interest

payable only upon maturity.

The following events constitute events of default under the Company Promissory Note:

(i) failure to pay the

outstanding balance due within five (5) business days of the maturity date and (ii) the commencement of a voluntary or involuntary bankruptcy

The funds were used by OSR for working capital and other corporate purposes.

During 2025, the Company advanced additional loans totaling $2,734,000

to OSR for working capital and other operating expenses.

These additional advances are non-interest bearing and have maturity dates ranging

from April 11, 2026 to December 30, 2026.

As of December 31, 2025, the total outstanding balance of loans receivable

from OSR was $2,909,000, consisting of $175,000 outstanding under the Company Promissory Note described above and $2,734,000 of non-interest-bearing

advances made during 2025.

Related Party Policy

19 unchanged sentences

party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer.

To further minimize conflicts of interest, we have agreed not to consummate

To further minimize conflicts of interest, we agreed not to consummate

an initial business combination with an entity that is affiliated with any of our Sponsor, officers or directors unless we have obtained

7 unchanged sentences

However, the following payments will be made to our

Sponsor, officers, directors or our or their affiliates, none of which will be made from the proceeds of our IPO held in the Trust Account

Sponsor, officers, directors or our or their affiliates, none of which has been made from the proceeds of our IPO held in the Trust Account

prior to the completion of our initial business combination:

● Payment to an affiliate of our Sponsor of $7,500 per month

for office space, utilities and secretarial and administrative support until the closing of our initial business combination;

● We may pay BCM and/or any of its affiliates, partners or

employees a fee for financial advisory services rendered in connection with our identification, negotiation and consummation of our initial

business combination;

the amount of any fee we pay to BCM and/or any of its affiliates, partners or employees will be based upon the

prevailing market for similar services for such transactions at such time, and will be subject to the review of our audit committee pursuant

to the audit committee’s policies and procedures relating to transactions that may present conflicts of interest;

● Reimbursement for any out-of-pocket expenses related to identifying,

investigating and completing an initial business combination;

● Repayment of loans which may be made by our Sponsor, officers

and directors or their affiliates to finance transaction costs in connection with an intended initial business combination, the terms

of which have not been determined nor have any written agreements been executed with respect thereto.

Up to $1,000,000 of such loans

may be convertible into Units, at a price of $10.00 per unit at the option of the lender, upon consummation of our initial business combination.

The Units issuable upon conversion of the working capital loans would be identical to the placement units.

Loans made by Chardan or any

of its related persons, if any, will not be convertible into any of our securities and Chardan and its related persons will have no recourse

with respect to their ability to convert their loans into any of our securities.

Our audit committee has reviewed all payments that were made to our

Sponsor, officers, directors, advisors or our or their affiliates.

Some officers and directors of the Company, including Kuk Hyoun Hwang,

have interests in the business combination with OSR as individuals that are in addition to, and that may be different from, the interests

of Company stockholders.

Hwang is the Chief Executive Officer and a member of the Board of Directors of the Company and Chairman

of the Board of OSR.

The Board of Directors of the Company formed a separate committee (the “ M&A Committee ”), consisting

of independent directors, to review and consider these interests during the negotiation of the Business Combination Agreement, the A&R

BCA, and the First Amendment to the A&R BCA and in evaluating and unanimously approving, as members of the Company Board, the Business

Combination Agreement, the A&R BCA and the First Amendment to the A&R BCA.

Payment to an affiliate of our Sponsor of $7,500 per month for office space, utilities and secretarial and administrative support on an ongoing basis until we decide to use the same services from other vendors or landlords;

We may pay BCM and/or any of its affiliates, partners or employees a fee for financial advisory services rendered in connection with our R&D pipeline or subsidiary portfolio expansion;

the amount of any fee we pay to BCM and/or any of its affiliates, partners or employees will be based upon the prevailing market for similar services for such transactions at such time, and will be subject to the review of our audit committee pursuant to the audit committee’s policies and procedures relating to transactions that may present conflicts of interest;

Reimbursement for any out-of-pocket expenses related to identifying, investigating and completing additional acquisitions of R&D assets or subsidiaries;

Repayment of loans which have been made historically by our Sponsor, officers and directors or their affiliates to finance transaction costs in connection with an intended initial business combination, the terms of which have not been determined nor have any written agreements been executed with respect thereto.

Our audit committee has reviewed, and will continue to review, all

payments that were made to our Sponsor, officers, directors, advisors or our or their affiliates.

Director Independence

4 unchanged sentences

interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director.

directors has determined that each of Drs.

Reed, Roberts and Chung and Mr.

Park is an “independent director” as defined

in the Nasdaq listing standards and applicable SEC rules.

Our board of directors also determined that Mr.

Euh, who resigned from

the Board effective June 21, 2023, was independent.

Our independent directors will have regularly scheduled meetings at which only

independent directors are present.

directors has determined that each director is an “independent director” as defined in the Nasdaq listing standards and applicable

Our independent directors will have regularly scheduled meetings at which only independent directors are present.

Principal Accountant Fees and Services

The following is a summary of fees paid or to be paid to WithumSmith+Brown,

PC, or Withum, for services rendered.

Audit fees consist of fees for professional services

rendered for the audit of our year-end financial statements and services that are normally provided by Withum in connection with regulatory

The aggregate fees of Withum for professional services rendered for the audit of our financial statements and other required

filings with the SEC for the fiscal year ended December 31, 2024 totaled approximately $152,940 .

The aggregate fees of Withum for

professional services rendered for the audit of our financial statements and other required filings with the SEC for the fiscal year

ended December 31, 2023 totaled approximately $176,176.

The aggregate fees of Withum for professional services rendered for the

audit of our financial statements and other required filings with the SEC for the fiscal year ended December 31, 2022 totaled approximately

The above amounts include interim procedures and audit fees.

The following is a summary of fees paid or to be paid to RSM Shinhan

Accounting Corporation, or RSM Korea, and WithumSmith+Brown, PC, or Withum, for services rendered.

Audit fees for the fiscal year ended December 31,

2025 were $422,531, which consist of fees billed by RSM Korea, our independent registered public accounting firm, for the audit of our

annual consolidated financial statements for the year ended December 31, 2025 and services that are normally provided by the independent

auditor in connection with statutory and regulatory filings or engagements for that fiscal year.

The aggregate fee of RSM

Audit fees for the fiscal year ended December 31, 2024 were $152,940,

which consist of fees billed by Withum our former independent registered public accounting firm, for the audit of our annual financial

statements for the year ended December 31, 2024 and services that are normally provided by the independent auditor in connection with

statutory and regulatory filings or engagements for that fiscal year.

Audit-Related Fees .

4 unchanged sentences

During the fiscal years ended December 31, 2025 and December 31,

2023, we did not pay Withum any audit-related fees.

We did not pay Withum for tax services, planning or

advice for the fiscal years ended December 31, 2024 and December 31, 2023.

2024, we did not pay RSM Korea or Withum any audit-related fees.

We did not pay RSM Korea or Withum for tax services,

planning or advice for the fiscal years ended December 31, 2025 and December 31, 2024.

All Other Fees .

We did not pay Withum for any other services

for the fiscal years ended December 31, 2024 and December 31, 2023.

We did not pay RSM Korea or Withum for any other

services for the fiscal years ended December 31, 2025 and December 31, 2024.

Pre-Approval Policy

8 unchanged sentences

Not applicable.

The exhibits listed in the accompanying “Exhibit Index” are filed or incorporated by reference as part of this

Annual Report on Form 10-K.

The exhibits listed in the accompanying “Exhibit Index” are filed or incorporated by reference as part of this Annual Report on Form 10-K.

EXHIBIT INDEX

7 unchanged sentences

001-41390) filed with the SEC on May 30, 2024)

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Bellevue Life Sciences Acquisition Corp dated as of February 9, 2024 (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No.

001-41390) filed with the SEC on February 9, 2024)

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Bellevue Life Sciences Acquisition Corp dated as of May 14, 2024 (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No.

001-41390) filed with the SEC on May 14, 2024)

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Bellevue Life Sciences Acquisition Corp dated as of November 12, 2024 (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No.

001-41390) filed with the SEC on November 12, 2024)

Amended and Restated Certificate of Incorporation (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No.

77 unchanged sentences

001-41390) filed with the SEC on February 28, 2025)

Second Amendment to Promissory Note, dated February 12, 2025, issued by OSR Holdings, Inc.

to Jun Chul Whang

Second Amendment to Promissory Note, dated February 12, 2025, issued by OSR Holdings, Inc.

Note Purchase Agreement, dated May 6, 2025, by and between OSR Holdings, Inc.

and White Lion Capital, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.

001-41390) filed with the SEC on May 12, 2025)

Senior Secured Convertible Promissory Note, issued May 6, 2025, by OSR Holdings, Inc.

to White Lion Capital LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No.

001-41390) filed with the SEC on May 12, 2025)

Common Stock Purchase Warrant, issued May 6, 2025, by OSR Holdings, Inc.

to White Lion Capital LLC (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K (File No.

001-41390) filed with the SEC on May 12, 2025)

Amendment No.

1 to Common Stock Purchase Agreement, dated May 6, 2025, by and between OSR Holdings, Inc.

and White Lion Capital LLC (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K (File No.

001-41390) filed with the SEC on May 12, 2025)

Amendment No.

1 to Note Purchase Agreement, dated June 30, 2025, by and between OSR Holdings, Inc.

and White Lion Capital LLC

Amendment No.

1 to Common Stock Purchase Warrant, dated June 30, 2025, by and between OSR Holdings, Inc.

and White Lion Capital LLC

Venture Partner Agreement, dated July 21, 2025 (effective as of September 1, 2024), by and between OSR Holdings, Inc.

Term Sheet, dated July 24, 2025, by and among OSR Holdings Co., Ltd.

and Woori IO Co., Ltd.

(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.

001-41390) filed with the SEC on July 25, 2025)

Third Amendment to Promissory Notes, dated September 29, 2025, between OSR Holdings, Inc.

and Bellevue Global Life Sciences Investors, LLC

Promissory Note, dated November 14, 2025, issued by OSR Holdings, Inc.

to BCM Europe AG

Annex 2 (Conditions for Exchange into OSR Holdings Inc.

Shares), excerpted from the Share Exchange Agreement dated October 13, 2025, by and among OSR Holdings Co., Ltd.

and Woori IO Co., Ltd.

(incorporated by reference to Exhibit 2.1A to the Company’s Current Report on Form 8-K (File No.

001-41390) filed with the SEC on October 16, 2025)

Binding Term Sheet, dated January 13, 2026, by and between Vaximm AG and BCM Europe AG, relating to a global exclusive license of VXM01 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.

001-41390) filed with the SEC on January 14, 2026)

Amendment No.

1 to Duksung Promissory Note, dated October 16, 2025, issued by Bellevue Life Sciences Acquisition Corp.

to Duksung Co., Ltd.

Insider Trading Policy

1 unchanged sentence

001-41390) filed with the SEC on February 21, 2025)

Consent of RSM Shinhan Accounting Corporation (Incorporated by reference to Exhibit 23.1 to the Company’s Current Report on Form 8-K (File No.

001-41390) filed with the SEC on February 21, 2025)

Consent of RSM Shinhan Accounting Corporation

Certification of Principal Executive Officer pursuant to rule 13a-14(a) or rule 15d-14(a) of the securities exchange act of 1934, as amended

8 unchanged sentences

001-41390) filed with the SEC on February 18, 2025)

OSR Holdings Co., Ltd.’s Management’s Discussion and Analysis of Financial Condition and Results of Operations for the three months ended September 30, 2023 and 2024, the nine months ended September 30, 2023 and 2024, and the years ended December 31, 2023 and 2022.

(Incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K (File No.

001-41390) filed with the SEC on February 21, 2025)

Audited consolidated financial statements of OSR Holdings Co., Ltd.

as of and for the fiscal years ended December 31, 2023 and 2022, including the related notes thereto.

(Incorporated by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K (File No.

001-41390) filed with the SEC on February 21, 2025)

Unaudited consolidated financial statements of OSR Holdings Co., Ltd.

as of and for the nine months ended September 30, 2024 and 2023, including the related notes thereto.

(Incorporated by reference to Exhibit 99.3 to the Company’s Current Report on Form 8-K (File No.

001-41390) filed with the SEC on February 21, 2025)

Unaudited pro forma condensed combined balance sheet of the Company as of September 30, 2024, and the unaudited pro forma condensed combined statements of operations of the Company for the year ended December 31, 2023 and the nine months ended September 30, 2024, including the related notes thereto.

(Incorporated by reference to Exhibit 99.4 to the Company’s Current Report on Form 8-K (File No.

001-41390) filed with the SEC on February 21, 2025)

Corporate Governance and Nomination Charter.

1 unchanged sentence

001-41390) filed with the SEC on February 21, 2025)

Press Release dated March 25, 2025, announcing the appointment of Dr.

Constance Höfer as Chief Scientific Officer.

(Incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K (File No.

001-41390) filed with the SEC on March 25, 2025)

Inline XBRL Instance Document*

Inline XBRL Taxonomy Extension Schema Document*

Inline XBRL Taxonomy Extension Calculation Linkbase Document*

Inline XBRL Taxonomy Extension Definition Linkbase Document*

Inline XBRL Taxonomy Extension

Schema Document*

Inline XBRL Taxonomy Extension

Calculation Linkbase Document*

Inline XBRL Taxonomy Extension Definition Linkbase

Inline XBRL Taxonomy Extension Label Linkbase Document*

Inline XBRL Taxonomy Extension Presentation Linkbase Document*

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)*

Inline XBRL Taxonomy Extension Presentation Linkbase

Cover Page Interactive Data File (formatted as Inline

XBRL and contained in Exhibit 101)*

Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K.

A copy of any omitted schedule

or exhibit will be furnished supplementally to the SEC upon request for this exhibit.

A copy of any omitted schedule or exhibit will be furnished supplementally to the SEC upon request for this exhibit.

FORM 10-K SUMMARY

2 unchanged sentences

Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

BELLEVUE LIFE SCIENCES ACQUISITION CORP.

OSR HOLDINGS, INC.

/s/ Kuk Hyoun Hwang

1 unchanged sentence

Chief Executive Officer

April 22, 2025

March 31, 2026

Pursuant to the requirements of the Securities Exchange Act of 1934,

2 unchanged sentences

Chief Executive Officer and Director

April 22, 2025

March 31, 2026

Kuk Hyoun Hwang

2 unchanged sentences

Chief Legal Officer and Secretary

April 22, 2025

March 31, 2026

Jun Chul Whang

/s/ Sang Hoon Kim

Head of Corporate Venture Capital

April 22, 2025

Sang Hoon Kim

/s/ Gihyoun Bang

Chief Financial Officer

April 22, 2025

March 31, 2026

(Principal Financial Officer)

/s/ Constance Höfer

Chief Scientific Officer

April 22, 2025

Constance Höfer

/s/ Phil Geon Lee

April 22, 2025

Phil Geon Lee

/s/ Alcide Barberis

April 22, 2025

March 31, 2026

Alcide Barberis

/s/ Seng Chin Mah

April 22, 2025

March 31, 2026

Seng Chin Mah

/s/ Jin Whan Park

April 22, 2025

Jin Whan Park

/s/ Sang Hyun Kim

April 22, 2025

Sang Hyun Kim

/s/ Hyuk Joo Jee

April 22, 2025

March 31, 2026

/s/ Joong Myung Cho

April 22, 2025

March 31, 2026

Joong Myung Cho

/s/ Reto Fierz

March 31, 2026

OSR HOLDINGS, INC.

(f/k/a Bellevue Life

Sciences Acquisition Corp.)

CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB ID #100)

(f/k/a Bellevue Life Sciences Acquisition Corp.)

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB ID # 1744 ) F-2

Consolidated Financial Statements:

Consolidated Balance Sheets as of

December 31, 2024 and 2023

Consolidated Statements of

Operations for the years ended December 31, 2024 and 2023

Consolidated Statements of Changes

in Stockholders’ Deficit for the years ended December 31, 2024 and 2023

Consolidated Statements of Cash

Flows for the years ended December 31, 2024 and 2023

Notes to Consolidated Financial

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

To the Stockholders and the Board of Directors

OSR Holdings, Inc.

(f/k/a Bellevue Life Sciences

Acquisition Corp.):

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated

balance sheets of OSR Holdings, Inc.

(f/k/a Bellevue Life Sciences Acquisition Corp.) (the “Company”) as of December 31, 2024

and 2023, the related consolidated statements of operations, changes in stockholder’s deficit and cash flows for the years then

ended, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated

financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023

and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted

in the United States of America.

Going Concern

The accompanying consolidated financial statements

have been prepared assuming that the entity will continue as a going concern.

As discussed in Note 2 to the consolidated financial statements,

the entity has incurred recurring losses from operations and expects to continue to incur operating losses that raise substantial doubt

about its ability to continue as a going concern.

Management’s plans in regard to these matters are also described in Note 2.

consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Consolidated Balance Sheets as of December 31, 2025 and 2024 F-3

Consolidated Statements of Operations for the years ended December 31, 2025 and 2024 F-4

Consolidated Statements of Changes in Stockholders’ Deficit for the years ended December 31, 2025 and 2024 F-5

Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024 F-6

Notes to Consolidated Financial Statements F-7

Shinhan Accounting Corporation

Uisadang-daero

Yeongdeungpo-gu,Seoul,

Connected for Success

82-2-782-9940

82-2-782-9941

www.rsm.global/korea

Report of Independent Registered Public

Accounting Firm

To the Shareholders and Board

Directors of OSR Holdings, Inc.

Opinion on the Financial Statements

We have audited the accompanying

consolidated balance sheets of OSR Holdings Inc.

and its subsidiaries (the “Company”) as of December 31, 2025 and 2024 and

the related consolidated statement of operations and comprehensive loss, changes in stockholders’ equity and cash flows for each

of the two years in the period ended December 31, 2025, and the related notes (collectively, the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company

as of December 31, 2025 and 2024 and the results of its operations and its cash flows for each of the two years in the period ended December

31, 2025 in conformity with accounting principles generally accepted in the United States of America.

Substantial Doubt about the Company’s

Ability to Continue as a Going Concern

The accompanying consolidated financial

statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 1 to the consolidated financial

statements, the Company’s recurring losses from operations, available cash and cash used in operations raise substantial doubt about

the Company’s ability to continue as a going concern.

Management’s evaluation of the events and conditions and management’s

plans regarding these matters are also described in Note 1.

The consolidated financial statements do not include any adjustments that

might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the

responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial

statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United

States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities

laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated

financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we

engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding

of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s

internal control over financial reporting.

These consolidated financial statements are the responsibility

of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)

and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance

with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether

the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were

we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits we are required to obtain and

understanding of internal control over financial reporting but not for the purposes of expressing and opinion of the effectiveness of

the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess

the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures

Our audits included performing

procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures

that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the

consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by

management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide

a reasonable basis for our opinion.

/s/ WithumSmith+Brown, PC

We have served as the Company's auditor since

New York, New York

April 22, 2025

PCAOB Number 100

financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management,

as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for

Shinhan Accounting Corporation

We have served as the Company’s

auditor since

March 30, 2026

HOLDINGS, INC.

(f/k/a Bellevue Life

Sciences Acquisition Corp.)

AND SUBSIDIAIRIES

Balance Sheets

December 31, 2025 and 2024

Current assets:

Due from affiliate

Prepaid expenses and other current assets

Cash and cash equivalents

Trade and other receivables, less allowance for credit losses of $ 62,370.40 and $ 67,579.81 as of December 31, 2025 and December 31, 2024, respectively

Inventories, net

Prepaid income taxes

Other current financial assets

Other current assets

Total current assets

Investments held in Trust Account

Liabilities and Stockholders’ Deficit

Equipment and vehicles, net

Operating lease right-of-use assets, net

Intangible assets, net

Other non-current financial assets

Deferred tax assets

$ 171,238,248

$ 175,239,579

Liabilities and Stockholders’ Equity

Current liabilities:

Accounts payable and accrued expenses

Short-term borrowing

Short-term corporate bond

Trade and other payables

Accrued expenses

Operating lease liabilities-current

Other current liabilities

Income taxes payable

Excise tax payable

Notes payable - related parties

Due to affiliate

Convertible note payable

Derivative liabilities

Total current liabilities

Deferred underwriting commissions

Long-term debt

Operating lease liabilities- non-current

Other non-current liabilities

Deferred tax liabilities

Total liabilities

Commitments and Contingencies

Common stock subject to possible redemption, 164,752 shares issued and outstanding at redemption value of $ 11.21 per share and 3,467,954 shares issued and outstanding at redemption value of $ 10.50 per share at December 31, 2024 and 2023, respectively

Stockholders’ Deficit

Preferred stock, $ 0.0001 par value;

1,000,000 shares authorized;

none issued or outstanding at December 31, 2024 and 2023

Common stock;

$ 0.0001 par value;

100,000,000 shares authorized;

2,155,000 issued and outstanding (excluding 164,752 shares subject to possible redemption) at December 31, 2024 and 2,155,000 issued and outstanding (excluding 3,467,954 shares subject to possible redemption) at December 31, 2023

Stockholders’ equity:

Common stock, $ 0.0001 par value, Authorized 100,000,000 shares;

shares and 2,155,000 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively

Additional paid-in capital

Accumulated deficit

Total Stockholders’ Deficit

Total Liabilities and Stockholders’ Deficit

( 37,169,881 )

( 19,173,063 )

Accumulated other comprehensive income

Non-controlling interests

Total stockholders’ equity

Total liabilities and stockholders’ equity

$ 171,238,248

$ 175,239,579

The accompanying notes are an integral part

1 unchanged sentence

OSR HOLDINGS, INC.

(f/k/a Bellevue Life

Sciences Acquisition Corp.)

STATEMENTS OF OPERATIONS

For the Years Ended

General and administrative expenses

Loss from operations

AND SUBSIDIARIES

Consolidated Statements

of Operations and Comprehensive Income

Years ended December 31,

2025 and 2024

Cost of sales

Selling, general, and administrative expenses

Operating loss

( 18,336,003 )

( 11,692,197 )

Other income (expense):

Interest earned on investments held in the Trust Account

Interest income

Interest expense

Total other income, net

Income (loss) before provision for income taxes

Provision for income taxes

NET INCOME (LOSS)

WEIGHTED AVERAGE SHARES OUTSTANDING

BASIC AND DILUTED NET INCOME (LOSS) PER SHARE

Other expenses

( 14,445,933 )

Loss before income taxes

( 28,888,361 )

( 11,892,678 )

Income tax benefit

( 27,058,541 )

( 10,328,910 )

Attributable to:

OSR Holdings, Inc.

and subsidiaries

( 18,010,899 )

( 10,328,910 )

Non-controlling interests

( 9,047,642 )

Other comprehensive income for the year, net of tax

Gain(loss) on foreign currency translation

Total comprehensive loss for the year

$ ( 21,070,378 )

$ ( 10,278,422 )

Attributable to:

OSR Holdings, Inc.

and subsidiaries

( 14,025,016 )

( 10,278,422 )

Non-controlling interests

( 7,045,362 )

loss per share attributable to OSR Holdings, Inc.

and subsidiaries

Basic loss per ordinary share

The accompanying notes

1 unchanged sentence

OSR HOLDINGS, INC.

(f/k/a Bellevue Life Sciences Acquisition Corp.)

AND SUBSIDIARIES

Consolidated Statements

OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE YEARS ENDED

DECEMBER 31, 2024 AND 2023

of Changes in Stockholders’ Equity

Years ended December 31,

2025 and 2024

comprehensive

Non-controlling

stockholders’

Balance, December 31, 2022

Sale of 430,000 Private Placement Units

Fair value of warrants and rights included in the Units sold in the Initial Public Offering and in the exercise of the over-allotment

Accretion of common stock to redemption value

Income (loss)

Balance at January 1, 2024

$ 162,606,449

1 unchanged sentence

$ ( 275,875 )

Excise tax payable attributable to redemption of common stock

Balance, December 31, 2023

$ 153,486,637

( 10,328,910 )

Accretion of common stock to redemption value

( 10,328,910 )

Foreign currency translation adjustment

Balance at December 31, 2024

$ 162,606,449

Excise tax payable attributable to redemption of common stock

$ ( 19,173,063 )

$ ( 225,386 )

Balance, December 31, 2024

$ 143,208,216

Balance at January 1, 2025

$ 162,606,449

$ ( 19,173,063 )

$ ( 225,386 )

$ 143,208,216

( 18,010,899 )

( 9,047,642 )

( 27,058,541 )

Changes in Exercise tax

Foreign currency translation adjustment

Business Combination

( 56,524,226 )

Issuance of share captial

Balance at December 31, 2025

$ 110,966,975

$ ( 37,169,881 )

$ 127,037,403

The accompanying notes are an integral part

1 unchanged sentence

OSR HOLDINGS, INC.

(f/k/a Bellevue Life Sciences Acquisition Corp.)

Consolidated Statements

of Cash Flows

For the Years Ended

Years ended December 31,

2025 and 2024

Cash flows from operating activities:

Net income (loss)

Adjustments to reconcile net income (loss) to net cash used in operating activities:

Interest earned on investments held in the Trust Account

$ ( 27,058,541 )

$ ( 10,328,910 )

Adjustments to reconcile net loss to cash used in operating activities:

Income tax benefit

( 1,829,820 )

( 1,563,768 )

Loss on inventory valuation

Loss on disposal of tangible assets

Lease expense

Severance pay

Commissions and professional fees

Loss on change in fair value of financial liabilities

Merger and acquisition costs

Loss on foreign currency translation

Gain on change in fair value of financial liabilities

( 4,216,055 )

Gain on foreign currency translation

Changes in operating assets and liabilities:

Prepaid expenses and other current assets

Accounts payable and accrued expenses

Income taxes payable

Excise tax payable

Decrease in trade and other receivables

Decrease in inventories, net

Decrease (increase) in other current assets

Decrease in trade and other payables

Increase in accrued expenses

Decrease in lease liabilities

Increase (decrease) in tax payables

Increase (decrease) in other liabilities

Net cash used in operating activities

( 4,328,034 )

( 1,849,474 )

Cash flows from investing activities:

Cash withdrawn from Trust Account for payment to redeeming stockholders

Investment of cash in Trust Account

Withdrawal of interest from Trust Account to pay taxes

Loan issued to affiliate

Cash deposited in Trust Account

Decrease in deposits

Decrease in short-term loan

Purchase of FVTPL financial assets

Disposal of equipment and vehicles

Purchase of tangible assets

Increase in deposits

Increase in short-term loan

( 3,225,530 )

Increase in long-term loan

Increase in cash and cash equivalents from business combination

Net cash provided by (used in) investing activities

( 2,642,991 )

Cash flows from financing activities:

Redemption of common stock

Proceeds from Initial Public Offering, net of underwriters’ fees

Proceeds from over-allotment option

Proceeds from private placement

Proceeds from note payable - related party

Repayments to note payable - related party

Payment of offering costs

Repayments to note payable - Sponsor

Proceeds from convertible note payable

Proceeds from affiliate

Repayments to affiliate

Net cash provided by (used in) financing activities

NET CHANGE IN CASH

CASH, BEGINNING OF YEAR

CASH, END OF YEAR

Proceeds from long-term debt

Proceeds from short-term borrowing

Extension of lease liability

Repayment of long-term debt

Repayment of short-term borrowing

Issuance of convertible bonds

Repayment of short-term corporate bond

Proceeds from issuance of common stock

Net cash provided by financing activities

Net change in cash and cash equivalents

Effects of changes in exchange rate on cash and cash equivalents

Cash and cash equivalents at beginning of year

Cash and cash equivalents at end of year

Supplemental disclosures of cash flow information:

Cash paid during the year for

Supplemental disclosure of noncash investing and financing activities

Excise tax payable

Deferred underwriters’ discount payable charged to additional paid-in capital

Cash paid for interest

Cash paid for income taxes (net of refunds received)

The accompanying notes are an integral part

1 unchanged sentence

OSR HOLDINGS, INC.

(f/k/a Bellevue Life Sciences Acquisition Corp.)

CONSOLIDATED FINANCIAL STATEMENTS

(f/k/a Bellevue Life

Sciences Acquisition Corp.)

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

DECEMBER 31, 2025

NOTE 1–DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF

(1) Organization and nature of business

OSR Holdings, Inc.

known as Bellevue Life Sciences Acquisition Corp.) (the “Company”) was incorporated in Delaware on February 25, 2020.

The Company was incorporated for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization,

reorganization or similar business combination with one or more businesses or entities (the “Business Combination”).

The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.

On February 14, 2025

(the “Closing Date”), OSR Holdings, Inc.

consummated its previously announced business combination (the “Business Combination”)

with OSR Holdings Co., Ltd., a corporation organized under the laws of the Republic of Korea (“OSR”), pursuant to the Amended

and Restated Business Combination Agreement dated May 23, 2024, as amended on December 20, 2024 (the “Business Combination Agreement”).

(the Company) and its subsidiaries (collectively

the Group) are a global healthcare company dedicated to advancing healthcare outcomes and improving the quality of life for people and

their families.

The Group aims to build and develop a robust portfolio of innovative and potentially transformative therapies and healthcare

The Group’s current operating businesses (through the four wholly owned subsidiaries) include (i) developing

oral immunotherapies for the treatment of cancer, (ii) developing design-augmented biologics for age-related and other

degenerative diseases and (iii) neurovascular intervention medical device and systems distribution in Korea.

The Group’s vision

is to acquire and operate a portfolio of innovative health-care related companies globally.

The Company (formerly known as Bellevue Life Sciences Acquisition Corp.

or BLAC) was incorporated in Delaware on February 25, 2020.

The Company was incorporated for the purpose of entering into a merger,

share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or

more businesses or entities (the “Business Combination”).

The Company is an emerging growth company and, as such, the Company

is subject to all of the risks associated with emerging growth companies.

On February 14, 2025 (the “Closing Date”), the Company

consummated its previously announced business combination (the “Business Combination”) with OSR Holdings Co., Ltd., a corporation

organized under the laws of the Republic of Korea (“OSRK” or “the Parent”), pursuant to the Amended and Restated

Business Combination Agreement dated May 23, 2024, as amended on December 20, 2024 (the “Business Combination Agreement”).

The Business Combination Agreement was entered into among the Company, OSR, and certain OSR stockholders that executed joinder agreements

At Closing, the Company issued 16,282,047 shares of Company common stock to participating OSR stockholders in exchange for 67 %

of the outstanding shares of OSR’s Series A common stock.

OSR stockholders holding an additional 22 % of OSR common stock remain

as minority shareholders subject to contractual put and call rights exercisable beginning January 1, 2026, or upon a change in control

of the Company.

The remaining 11 % of OSR shares are held by stockholders who are not subject to any exchange, put, or call arrangements.

Following the transaction, OSR became a majority-owned subsidiary of the Company.

Kuk Hyoun Hwang beneficially owns approximately 67.8 %

of the outstanding shares of the Company’s common stock as of the Closing Date.

As of December 31, 2024, the Company had not commenced any operations.

All activity since inception relates to the Company’s formation, the initial public offering (“Initial Public Offering”),

and the search for a target business, which is described below.

The Company will not generate any operating revenues until after the completion

of an initial Business Combination, at the earliest.

The Company will generate non-operating income in the form of

interest income from the proceeds derived from the Initial Public Offering.

The registration statement

for the Company’s Initial Public Offering (the “Registration Statement”) was declared effective on February 9,

On February 14, 2023, the Company consummated the Initial Public Offering of 6,000,000 units (“Units”

and, with respect to the common stock included in the Units being offered, the “Public Shares”), generating gross proceeds

of $ 60,000,000 , which is described in Note 3.

On February 17,

2023, the underwriters exercised their over-allotment option in full.

The closing of the issuance and sale of the additional Units occurred

(the “Over-Allotment Option Units”) on February 21, 2023.

The total aggregate issuance by the Company of 900,000 Over-Allotment

Option Units at a price of $ 10.00 per unit generated total gross proceeds of $ 9,000,000 .

Simultaneously with the

consummation of the Initial Public Offering and the sale of the Units, the Company consummated the private placement (the “Private

Placement”) of 430,000 Units (the “Private Placement Units”), to Bellevue Global Life Sciences Investors LLC

(the “Sponsor”) at a price of $ 10.00 per Placement Unit, for an aggregate purchase price of $ 4,300,000 .

Each Unit and

Private Placement Unit consists of one share of common stock, par value $ 0.0001 (the “Common Stock”), a warrant

to purchase one share of Common Stock (the “Public Warrants” and “Private Placement Warrants” and collectively,

the “Warrants”) and one right which entitles the holder thereof to receive one-tenth (1/10) of

a share of common stock (the “Public Rights” and Private Placement Rights” and collectively, the “Rights”),

as described in Notes 3 and 4.

The Company’s management has

broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale

of Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a

Business Combination.

There is no assurance that the Company will be able to complete a Business Combination successfully.

must complete one or more initial Business Combinations having an aggregate fair market value of at least 80 % of the assets held

in the Trust Account (as defined below) (excluding the amount of deferred underwriting fees and taxes payable on income earned on the

Trust Account) at the time of the agreement to enter into the initial Business Combination.

However, the Company will only complete

a Business Combination if the post-transaction company owns or acquires 50 % or more of the outstanding voting securities of

the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment

company under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

In connection with the consummation of the Business Combination, the Company changed its name from “Bellevue Life Sciences

Acquisition Corp.

or BLAC” to “OSR Holdings, Inc.”

The Business Combination was consummated on February 14, 2025, which,

for accounting and reporting purposes under U.S.

generally accepted accounting principles (US-GAAP), was treated as the equivalent of

OSR Holdings Co., Ltd.

exchanging its stock for the net assets of OSR Holdings, Inc, accompanied by an equity recapitalization of OSR

Holdings, Inc, which was determined to fall within the scope of Accounting Standards Codification (ASC) 805 Business Combinations .

OSR Holdings, Inc.

(f/k/a Bellevue Life Sciences Acquisition Corp.)

CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2024

Upon closing of the

Initial Public Offering, the Private Placement, the sale of the Over-Allotment Option Units and the additional Trust Account

funding, a total of $ 70,207,500 was placed in a trust account (“Trust Account”) located in the United States with

Continental Stock Transfer & Trust Company acting as trustee, and invested only in United States “government

securities” within the meaning of Section 2(a)(16) of the Investment Company Act 1940, as amended (the “Investment

Company Act”) having a maturity of 185 days or less or in money market funds meeting certain conditions

under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S.

treasury obligations, as determined by the Company, until the earlier of (i) the completion of a Business Combination and

(ii) the distribution of the Trust Account as described below.

The Company will provide its holders of the

outstanding shares of its Common Stock sold in the Initial Public Offering (the “Public Stockholders”) with the opportunity

to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder

meeting called to approve the Business Combination or (ii) by means of a tender offer.

The decision as to whether the Company will

seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion.

Public Stockholders will be entitled to redeem their Public Shares (as described in Note 1) for a pro rata portion of the amount

then in the Trust Account (initially anticipated to be $ 10.175 per Public Share plus any pro rata interest then in the Trust Account,

net of taxes payable).

The per share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced

by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5).

These Public Shares were

recorded at a redemption value and classified as temporary equity upon the closing of the Initial Public Offering in accordance with the

Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing

Liabilities from Equity” (“ASC 480”).

In such case, the Company will proceed with a Business Combination if a majority

of the shares voted are voted in favor of the Business Combination.

If a stockholder vote is not required by law and the Company does

not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate

of Incorporation (the “Charter”), conduct the redemptions pursuant to the tender offer rules of the U.S.

Securities and Exchange

Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination.

If, however, stockholder

approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or other legal reasons,

the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender

Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against

the proposed transaction.

If the Company seeks stockholder approval in connection with a Business Combination, the Initial Stockholders

(as defined below) have agreed to vote its Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after

the Initial Public Offering in favor of a Business Combination.

Subsequent to the consummation

of the Initial Public Offering, the Company adopted an insider trading policy which requires insiders to (i) refrain from purchasing

shares during certain blackout periods and when they are in possession of any material non-public information and

(ii) to clear all trades with the Company’s legal counsel or compliance officer prior to execution.

In addition, the Company’s

Sponsor and any other holders of the Company’s common stock prior to the Initial Public Offering (or their permitted transferees

(the “Initial Stockholders”)) have agreed to waive their redemption rights with respect to their Founder Shares, Placement

Shares and Public Shares in connection with the completion of a Business Combination.

Notwithstanding the foregoing,

if the Company seeks stockholder approval of its Business Combination and the Company does not conduct redemptions pursuant to the tender

offer rules, the Company’s Charter provides that a Public Stockholder, together with any affiliate of such stockholder or any other

person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange

Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to more than

an aggregate of 15 % of more of the shares of Common Stock sold in the Initial Public Offering without the prior consent of the Company.

The Company’s Initial

Stockholders and Chardan Capital Markets, LLC (“Chardan”), the representative of the underwriters, have agreed not to propose

or vote in favor of an amendment to the Company’s Charter (A) that would modify the substance or timing of the Company’s obligation

to allow redemption in connection with the Business Combination or to redeem 100 % of its Public Shares if the Company does not complete

a Business Combination within nine months or such other time period as the stockholders may approve from the closing of the

Initial Public Offering (the “Combination Period”) or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination

activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public shares in conjunction with such

an amendment.

Pursuant to the Charter, if the Company is unable to complete a Business Combination within the Combination Period, the

Company will (i) cease all operations except for the purpose of winding up;

(ii) as promptly and as reasonably possible, but not more

than ten business days thereafter, redeem 100 % of the outstanding Public Shares, at a per share price, payable in cash, equal to

the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously

released to the Company to pay its taxes (less up to $ 100,000 of interest to pay dissolution expenses), divided by the number of

then outstanding Public Shares, which redemption will completely extinguish Public Stockholders rights as stockholders (including the

right to receive further liquidation distributions, if any);

and (iii) as promptly as reasonably possible following such redemption,

dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors

and the requirements of other applicable law.

was treated as the acquired company, and its net assets were stated at historical cost, with no goodwill or other intangible

assets recorded.

The excess of the fair value of shares exchanged to OSR Holdings, Inc.

over the fair value of OSR Holdings, Inc’s

identifiable net assets acquired represented compensation for the service of a stock exchange listing for its shares and was expensed

The identifiable net assets was negative $ 9.3 million, which consists of cash and cash equivalents ($ 1.2 million), current

financial assets ($ 1.0 million), other assets ($ 0.1 million), accounts and other payable ($ 6.2 million), other current financial liabilities

($ 4.2 million), other liabilities ($ 1.2 million).

The accompanying consolidated financial statements have been prepared

under the assumption that the Company will continue as a going concern.

This assumption contemplates the realization of assets and the

settlement of liabilities and commitments in the normal course of business.

Since its inception through December 31, 2025, the Group has

continued to incur significant operating losses and negative cash flows from operating activities.

The Group recorded an operating loss

of approximately $ 18.34 million for the year ended December 31, 2025, which increased compared to an operating loss of approximately $ 11.69

million for the same period in 2024.

As of December 31, 2025, the Group had an accumulated deficit of approximately $ 37.17 million.

To date, the Group has funded its operations primarily through the

issuance of common stock and convertible bonds, bank borrowings, loans from affiliates, and, to a relatively limited extent, product revenue

generated by its subsidiary, RMC.

As of December 31, 2025, the Group had cash and cash equivalents of approximately $ 1.7 million, consisting

primarily of bank deposits.

The Group incurred significant expenses in connection with the business

combination and the filing of its Form S-4 registration statement, and these expenses, together with other general operating expenses,

reduced the funds available for operations and increased the urgency of the need for additional capital.

In response, in February 2025,

OSR Holdings entered into an Equity Line of Credit (“ELOC”) agreement with an investor, which provides for potential financing

of up to $80 million.

As of December 31, 2025, the Company had issued a total of 1,692,500 shares under the ELOC and raised gross proceeds

of $ 1,259,753 .

In addition, the Company has executed or is reviewing various financing initiatives, including the issuance of warrants

and convertible notes.

OSR Holdings expects to continue utilizing the ELOC until the end of

the commitment period on December 31, 2026, under the ELOC agreement with White Lion;

however, OSR Holdings plans to operate the ELOC

in a more prudent and controlled manner in order to minimize share dilution and the impact on the stock price.

In addition, OSR Holdings

plans to introduce new equity financing facilities that are generally considered less dilutive and more controllable than an ELOC, such

as an At-the-Market offering, following the filing of this Form 10-K.

To fund its operations over the long term, the Group must begin generating

positive cash flows, renegotiate its existing debt obligations, and raise additional capital through debt or equity financing.

plans include pursuing additional financing through the issuance of equity securities and debt and/or convertible debt instruments.

issuance of additional equity securities, convertible debt, or warrants may result in dilution to existing stockholders.

The Group will

require significant additional financing to meet its planned capital needs and is pursuing opportunities to obtain additional financing

through equity and/or debt alternatives.

However, there can be no assurance that such additional debt or equity financing will be available

on terms acceptable to the Group, or at all.

These factors raise substantial doubt about the Group’s ability to continue as a going

concern for the twelve months from the date of this report.

The accompanying consolidated financial statements do not include any adjustments

that may be necessary as a result of this uncertainty.

Details of shareholders as of December 31, 2025 are as follows:

Name of Shareholder

Number of ordinary share

Percentage of ownership

Bellevue Global Life Sciences Investors LLC

BCM Europe AG

Bellevue Capital Management LLC

Duksung Co.,Ltd.

As of December 31, 2025, there were 26,597,769 shares of the registrant’s

common stock outstanding.

Details of investments in subsidiaries as of December 31, 2025 are

Name of subsidiary Share capital Percentage of

ownership Principal activities

VAXIMM AG (“VAXIMM”) $ 760,474 100.00 % Biotech (drug development)

RMC Co., Ltd.

(“RMC”) 24,392 100.00 % Medical device distribution

Darnatein Co., Ltd.

(“Darnatein”) 4,506,702 100.00 % Biotech (drug development)

OSR Holdings, Inc.

(f/k/a Bellevue Life Sciences Acquisition Corp.)

CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2024

The Sponsor, officers and directors have agreed

to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares (defined in Note 4) and Placement

Shares held by them if the Company fails to complete a Business Combination within the Combination Period.

However, if the Initial Stockholders

acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account

with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period.

The underwriters

have agreed to waive their rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company

does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other

funds held in the Trust Account that will be available to fund the redemption of the Public Shares.

In the event of such distribution,

it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) may

be less than approximately $ 10.175 per share initially held in the Trust Account.

In order to protect the amounts held in the Trust Account,

the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold

to the Company, or a prospective partner business with which the Company has discussed entering into a transaction agreement, reduce the

amount of funds in the Trust Account.

This liability will not apply with respect to any claims by a third party who executed a waiver

of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any

claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities

under the Securities Act of 1933, as amended (the “Securities Act”).

Moreover, in the event that an executed waiver is deemed

to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims.

The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by

endeavoring to have all vendors, service providers (except for the Company’s independent registered public accounting firm), prospective

partner businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title,

interest or claim of any kind in or to monies held in the Trust Account.

Extension of Termination Date and Redemptions from the Trust Account

November 2023 Special Meeting

On November 9, 2023,

the Company held a special meeting of its stockholders (the “Special Meeting”).

At the Special Meeting, the Company’s

stockholders approved an extension of the date by which the Company must consummate a business combination from November 14, 2023

to February 14, 2024 and approved a proposal to give the Board of Directors (the “Board”) the authority in its discretion

to amend the Charter to extend the date by which the Company must consummate a business combination from February 14, 2024 to May 14,

In connection with the Special Meeting, 3,432,046 shares of common stock of the Company were tendered for redemption at

a redemption price of approximately $ 10.49 per share for an aggregate redemption amount of $ 35,995,728 , leaving $ 36,372,335 in

the Trust Account immediately after the redemptions and a tax withdrawal by the Company of $ 561,957 .

Additionally, the Company deposited

$ 180,000 into the Trust Account on November 13, 2023 in connection with the extension of the date by which the Company must

consummate a business combination from November 14, 2023 to February 14, 2024.

In February 2024, the

Board authorized and approved a second Certificate of Amendment to the Charter.

The second Certificate of Amendment to the Charter was

filed with the Delaware Secretary of State, with an effective date of February 9, 2024, and extended the date by which the Company

must consummate a business combination to the May 14, 2024.

In connection with the extension by which the Company must consummate

a business combination to May 14, 2024, the Company deposited an extension payment of $ 60,000 into the Trust Account on each

of February 9, 2024, March 12, 2024 and April 9, 2024.

May 2024 Special Meeting

On May 10, 2024,

the Company convened a special meeting of its stockholders as scheduled and adjourned without any business being conducted.

was reconvened on May 14, 2024 (the “May Special Meeting”).

At the May Special Meeting, the Company’s stockholders

approved the proposal to amend the Company’s Charter to extend the date by which the Company must consummate a business combination

from May 14, 2024 to November 14, 2024.

Following such approval by the Company’s stockholders, the Company has subsequently

amended the Charter to extend the date by which the Company must consummate a business combination to November 14, 2024.

In connection

with the May Special Meeting, 1,581,733 shares of common stock of the Company were tendered for redemption at a redemption price

of approximately $ 10.78 per share for an aggregate redemption amount of $ 17,045,763 , leaving $ 20,327,120 in the Trust Account

immediately after the redemptions and a tax withdrawal by the Company of $ 218,857 .

Additionally, the Company deposited an extension payment

of $ 50,000 into the Trust Account on each of May 14, 2024, June 13, 2024, July 12, 2024, August 13, 2024, September 10,

2024, and October 11, 2024.

(“OSRI”) (*1) 2,687 100.00 % SPAC

Key financial information of the subsidiaries at December 31, 2025

are as follows :

Name of subsidiary

Income (loss)

$ ( 857,516 )

Darnatein Co.,Ltd

OSR Holdings, Inc.

(f/k/a Bellevue Life Sciences Acquisition Corp.)

CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2024

November 2024 Special Meeting

12, 2024, the Company held an annual meeting of its stockholders (the “November Special Meeting”).

At the November Special

Meeting, the Company’s stockholders approved two proposals to amend the Company’s Charter.

The stockholders approved a proposal

to amend the Charter to allow the Company to extend the date by which the Company must consummate a business combination from November

14, 2024 to February 14, 2025.

The stockholders also approved a proposal to amend the Charter to remove the net tangible asset requirement

in order to expand the methods that the Company may employ so as not to become subject to the “penny stock” rules of the SEC.

The amendment was filed with the Delaware Secretary of State and has an effective date of November 12, 2024.

The stockholders also duly

elected each of the five (5) existing directors to the Company’s Board of Directors until the next annual meeting of stockholders

following this annual meeting or until each such director’s successor is elected and qualified, subject to his earlier death, resignation

In connection with the November Special Meeting, 1,721,469 shares of common stock of the Company were tendered

for redemption at a redemption price of approximately $ 11.15 per share for an aggregate redemption amount of $ 19,186,265 , leaving

$ 1,836,208 in the Trust Account immediately after the redemptions and a tax withdrawal by the Company of $ 136,805 .

February 2025 Special Meeting

On February 13, 2025, the Company held a special meeting of its stockholders

(the “February Special Meeting”).

In connection with the February Special Meeting, 57,821 shares of common stock of the

Company were tendered for redemption at a redemption price of approximately $ 11.02 per share for an aggregate redemption amount of

$ 636,922 , leaving $ 1,177,889 in in the Trust Account immediately after the redemptions.

A more detailed discussion of this special

meeting is included under “NOTE 10–SUBSEQUENT EVENTS”.

Franchise and Income Tax Withdrawal

In November 2023, the Company withdrew $ 561,957 of

interest income earned in the Trust Account for payment of the Company’s franchise tax and income tax liabilities as permitted by

the terms of the Trust Agreement governing the Trust Account.

The Company deposited the funds in the Company’s unrestricted general

account and they were used for the payment of general operating expenses.

On April 16, 2024, the Company paid $ 461,957 in income

On April 17, 2024, the Company withdraw of $ 100,000 of interest income earned in the Trust Account for payment of the

Company’s state franchise tax and income tax liabilities as permitted by the terms of the Trust Agreement governing the Trust Account.

On May 20, 2024, the Company paid $ 193,183 in franchise taxes.

On May 23, 2024, the Company withdrew $ 218,857 of interest income

earned in the Trust Account for payment of the Company’s franchise tax and income tax liabilities as permitted by the terms of the

Trust Agreement governing the Trust Account.

The Company deposited the funds in the Company’s unrestricted general account and they

were used for payment of general operating expenses.

On October 29, 2024, the Company paid $ 127,200 in franchise taxes.

25, 2024, the Company withdrew $ 136,805 of interest income earned in the Trust Account for payment of the Company’s franchise

tax and income tax liabilities as permitted by the terms of the Trust Agreement governing the Trust Account.

As of December 31, 2024,

the Company withdrew $ 1,017,619 of interest income earned in the Trust Account for payment of the Company’s franchise tax and

income tax liabilities as permitted by the terms of the Trust Agreement governing the Trust Account and paid $ 798,589 in franchise and

incomes taxes resulting in $ 219,030 having been withdrawn from the Trust Account and not used to pay franchise and income taxes.

As of December 31, 2024, the Company has outstanding income tax obligations of $ 358,333 and has recorded prepaid franchise taxes of $ 78,383

related to future periods.

Nasdaq Listing Rules Compliance

As previously reported

by the Company on Form 8-K filed on June 28, 2023, due to the resignation of a director effective on June 21,

2023, the Company notified the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) that the Company

was not currently in compliance with Nasdaq Listing Rule 5605(c)(2)(A) (the “Listing Rule”).

The Listing Rule requires the

Audit Committee of the Board of Directors be composed of at least three members, each of whom must meet independence requirements under

the Nasdaq Listing Rules and the Securities Exchange Act of 1934, as amended.

The Company regained compliance with the Listing Rule on

June 23, 2024.

As previously reported

by the Company on Form 8-K filed on June 13, 2024, due to the resignation of directors effective on June 7, 2024,

the Company notified the Listing Qualifications Department of Nasdaq that the Company was not currently in compliance with Nasdaq’s

majority independent board, compensation committee composition and audit committee composition requirements as described in Nasdaq Listing

Rules 5605(b)(1), 5605(d)(2)(A) and 5605(c)(2)(A), respectively (the “Additional Listing Rules”).

regained compliance

with the Additional Listing Rules on June 23, 2024.

( 8,792,324 )

( 7,414,649 )

(*1) Aforementioned above, the Company is treated as the acquired

company under ASC 805 Business Combinations.

As such, it is shown as subsidiary for the subsidiary investment details.

Summaries of entities, which are newly included in consolidation scope

for the years ended December 31, 2025 and 2024 are as follows:

For the year ended December 31, 2025

Name of subsidiary Reason Type of purchase consideration

OSR Holdings, Inc.

(f/k/a Bellevue Life Sciences Acquisition Corp.)

CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2024

On February 15,

2024, the Company received a notification from the Listing Qualifications Department of Nasdaq notifying the Company that the Company

no longer meets the minimum 300 public holders requirement for The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(3) (the

“Minimum Public Holders Requirement”).

The notice is only a notification of deficiency, not of imminent delisting, and has

no current effect on the listing or trading of the Company’s securities on the Nasdaq Capital Market.

On April 1, 2024, the

Company submitted to Nasdaq a plan to regain compliance with the Minimum Public Holders Requirement and, on April 17, 2024, the staff

of Nasdaq approved the plan and granted the Company an extension until August 13, 2024 to demonstrate compliance with the Minimum

Public Holders Requirement (the “Compliance Period”).

On August 20, 2024, the Company received written

notice (the “Second Notice”) from Nasdaq stating that the Company has not regained compliance with the Minimum Public Holders

Requirement within the Compliance Period.

In accordance with the Second Notice, the Company timely requested a hearing before the Hearings

Panel (the “Panel”), which automatically stayed any suspension or delisting action of the Company’s securities, and

the hearing was held on October 1, 2024.

On October 4, 2024, the Panel granted the Company’s request for continued listing

on the Nasdaq, subject to the requirement that on or before February 17, 2025, the Company shall demonstrate compliance with Listing

Rule 5505, and that during the exception period, the Company shall provide prompt notification of any significant events that occur during

this time that may affect the Company’s compliance with Nasdaq requirements.

On March 7, 2025, the Company received a letter from

the Nasdaq Office of General Counsel, stating that the post-business combination entity satisfied the initial listing requirements under

Listing Rule 5505, and as a result, the Hearings Panel has determined to continue the listing of the Company’s securities on The

Nasdaq Stock Market LLC and has closed the matter.

Acquisition (*2) Equity swap with shares of the Parent and OSR inc.’s share

(*2) The Parent acquired subsidiary in February 2025 and accounted for the acquisitions at March 31, 2025, which is deemed the acquisition date.

(2) Summary of significant accounting policies

Basis of presentation

The accompanying consolidated financial

statements are presented in U.S.

dollars in conformity with accounting principles generally accepted in the United States of America

(“GAAP”) and pursuant to the rules and regulations of the SEC.

Liquidity and Going Concern

As of December 31, 2024, the Company had $ 66,135 in its operating

bank account and a working capital deficit of $ 6,263,411 .

The Company’s liquidity needs prior to the consummation of the Initial

Public Offering had been satisfied through proceeds from advances from related party and from the issuance of common stock.

to the consummation of the Initial Public Offering, the Company’s liquidity was satisfied through the net proceeds from the consummation

of the Initial Public Offering, the proceeds from the Private Placement Units held outside of the Trust Account and loans from the Sponsor,

officers and directors and their affiliates.

The Company has incurred

recurring operating losses and negative cash flows from operating activities since its inception and expects to continue to incur operating

losses and negative cash flows in the future.

Based on current business plans and assumptions, the Company believes that its existing

cash and cash equivalents will be sufficient to fund its operating expenses and capital expenditure requirements, although this estimate

is based on plans and assumptions that may prove to be wrong, and the Company could use its available capital resources sooner than it

currently expects.

Accordingly, the Company will need to raise additional capital through public or private equity offerings, debt financings,

collaborations and licensing arrangements, or other sources, and such additional capital may not be available on favorable terms or at

all, particularly in light of the current economic and market conditions.

Market volatility resulting from pandemics or other epidemics,

inflation and other economic and market conditions, the wars in Ukraine and Israel, tariff policy uncertainty and trade tensions, the

inability to maintain the listing on The Nasdaq Capital Market of the Company’s common stock, and other factors could also adversely

impact the Company’s ability to raise additional capital.

The failure to raise additional capital as and when needed or on acceptable

terms would have a negative impact on the Company’s financial condition and the ability to pursue its business strategy, and the

Company may have to reduce its workforce or delay, reduce the scope of, suspend, or eliminate one or more preclinical programs, clinical

trials, or future commercialization efforts, or curtail its business operations.

In accordance with Accounting

Standards Update (“ASU”) 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going

Concern (Subtopic 205-40)”, the Company has evaluated whether there are conditions and events, considered in the aggregate, that

raise substantial doubt about its ability to continue as a going concern for a period of one year after the date that its audited consolidated

financial statements are issued.

In light of the Company’s existing cash resources and current and expected operating losses and

negative cash flows, the Company will need additional capital prior to the one-year anniversary of the issuance of its consolidated financial

statements, and such additional capital may not be available as and when needed on acceptable terms or at all.

As a result, the Company

has concluded that these circumstances and the uncertainties associated with its ability to obtain additional capital raise substantial

doubt about the Company’s ability to continue as a going concern for a period of one year after the date that its audited consolidated

financial statements are issued.

The accompanying consolidated

financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities

in the ordinary course of business, and do not include any adjustments relating to the recoverability and classification of recorded

asset amounts or the amounts and classification of liabilities that might result from the outcome of the uncertainties described above.

Emerging Growth Company

The Company is an “emerging

growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of

2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable

to other public companies that are not emerging growth companies including, but not limited to, not being required to comply

with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding

executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory

vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

OSR HOLDINGS, INC.

(f/k/a Bellevue Life Sciences Acquisition Corp.)

CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2024

Further, Section 102(b)(1) of the JOBS

Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private

companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of

securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the

requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable.

The Company has elected

not to opt out of such extended transition period, which means that when a standard is issued or revised, and it has different

application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised

standards at the time the private companies adopt the new or revised standard.

This may make the comparison of the Company’s

consolidated financial statements with another public company that is neither an emerging growth company nor an emerging growth

company that has opted out of using the extended transition period difficult or impossible because of the potential differences

in accounting standards used.

NOTE 2–SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The accompanying consolidated

financial statements include the accounts of OSR, Inc.

and its wholly owned operating subsidiary, OSR Co., Ltd.

There has been no intercompany

activity since inception.

These consolidated financial statements have been prepared in accordance

generally accepted accounting principles (US-GAAP).

Principle of consolidation

The consolidated financial statements include the accounts of OSR Holdings,

and its subsidiaries.

All significant intercompany transactions and balances have been eliminated in consolidation.

The Company consolidates entities in which it has a controlling financial

interest based on either the variable interest entity (VIE) or voting interest model.

The Company is required to first apply the VIE model

to determine whether it holds a variable interest in an entity, and if so, whether the entity is a VIE.

If the Company determines it does

not hold a variable interest in a VIE, it then applies the voting interest model.

Under the voting interest model, the Company consolidates

an entity when it holds a majority voting interest in an entity.

The Company accounts for investments in which it has significant influence

but not a controlling financial interest using the equity method of accounting.

Use of estimates

The preparation of

consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions

that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the consolidated

financial statements and the reported amounts of expenses during the reporting periods.

Making estimates requires management to

exercise significant judgment.

It is at least reasonably possible that the estimate of the effects of a condition, situation or set

of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its

estimate, could change in the near term due to one or more future confirming events.

Accordingly, the actual results could differ

significantly from those estimates.

The preparation of the consolidated financial statements in conformity

with US-GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure

of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses

during the reporting period.

Actual results could differ from those estimates.

Significant items subject to such estimates and assumptions

include allowance for credit losses, valuation of inventories, valuation of deferred tax assets, the useful lives of equipment and vehicles,

lease liabilities and right-of-use assets, and other contingencies.

Cash and cash equivalents

The Company considers all short-term investments

with an original maturity of three months or less when purchased to be cash equivalents.

The Company had $ 66,135 and $ 15,419 in

cash held in its operating account as of December 31, 2024 and 2023, respectively.

The Company had no cash equivalents

as of December 31, 2024 and 2023.

Fair Value of Financial Instruments

The fair value of the Company’s assets and

liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates

the carrying amounts represented in the consolidated financial statements, primarily due to their short-term nature.

Investments Held in Trust Account

The Company’s portfolio of investments is

comprised of U.S.

government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity

of 185 days or less, or investments in money market funds that invest in U.S.

government securities and generally have a readily determinable

fair value, or a combination thereof.

When the Company’s investments held in the Trust Account are comprised of U.S.

securities, the investments are classified as trading securities.

When the Company’s investments held in the Trust Account are comprised

of money market funds, the investments are recognized at fair value.

Trading securities and investments in money market funds are presented

on the consolidated balance sheets at fair value at the end of each reporting period.

Gains and losses resulting from the change in fair

value of these securities are included in interest earned on investments held in the Trust Account in the accompanying consolidated statements

of operations.

The estimated fair values of investments held in the Trust Account are determined using available market information.

The Group considers all highly liquid financial instruments with original

maturities of three months or less when purchased to be cash equivalents.

Allowance for credit losses

The Group records an allowance for credit losses (ACL) under Subtopic

326-20 Financial Instruments - Credit Losses – Measured at Amortized Cost for the current expected credit losses inherent

in its financial assets measured at amortized cost and contract assets.

The ACL is a valuation account deducted from the amortized cost

basis to present the net amount expected to be collected.

The estimate of expected credit losses includes expected recoveries of amounts

previously written off as well as amounts expected to be written off.

Accounts receivable

The Group uses an aging schedule to estimate the ACL for trade accounts

This method categorizes trade receivables into different groups based on industry and the number of days past due.

status is measured based on the number of days since the payment due date.

The trade receivables are evaluated individually for expected

credit losses if they no longer share similar risk characteristics.

The Group determines that the receivables no longer share similar

risk characteristic if they are past due balances over 90 days and

over a specified amount.

The Group evaluates the collectability of trade accounts receivables with payments that are more than 90 days

past due on an individual basis to determine if any are deemed uncollectible.

Trade accounts receivable balances are deemed uncollectible

and written off as a deduction from the allowance after all means of collection have been exhausted.

Accounts receivable

Accounts receivables are recorded at the invoiced amount and do not

bear interest.

Amounts collected on trade accounts receivable are included in cash flows from operating activities in the consolidated

statements of cash flows.

Inventories are stated at the lower of cost or net realizable value

and cost is determined by the first-in, first-out method.

Cost comprises of direct materials and delivery costs, direct labor, import

duties and other taxes, an appropriate proportion of variable and fixed overhead expenditure based on normal operating capacity, and,

where applicable, transfers from cash flow hedging reserves in equity.

Costs of purchased inventory are determined after deducting rebates

and discounts received or receivable.

Stock in transit is stated at the lower of cost and net realizable

Cost comprises of purchase and delivery costs, net of rebates and discounts received or receivable.

Net realizable value is the estimated selling price in the ordinary

course of business less the estimated costs of completion and the estimated costs necessary to make the sale.

Equipment and vehicles

Equipment and vehicles are stated at historical cost less accumulated

depreciation and accumulated impairment losses.

Historical cost includes expenditure that is directly attributable to the acquisition

of the items.

Depreciation of all equipment and vehicles is calculated using the

straight-line method to allocate their cost or revalued amounts, net of their residual values, over their estimated useful lives as follows:

Estimated useful lives

Office equipment

Facility equipment

3 to 13 years

The assets’ depreciation method, residual values and useful lives

are reviewed, and adjusted if appropriate, at the end of each reporting period.

Goodwill and intangible assets

Goodwill represents the excess purchase price over the estimated fair

value of net assets acquired in a business combination.

The Group accounts for intangible assets in accordance with Accounting

Standards Codification (ASC) Topic 350, Intangibles – Goodwill and Other (ASC 350).

ASC 350 requires that intangible assets

with estimable useful lives be amortized over their respective estimated useful lives and reviewed for impairment in accordance with accounting

When impairment indicators are identified, the Group compares the reporting

unit’s fair value to its carrying amount, including goodwill.

An impairment loss is recognized as the difference, if any, between

the reporting unit’s carrying amount and its fair value, to the extent the difference does not exceed the total amount of goodwill

allocated to the reporting unit.

Indefinite-lived intangible assets are tested for impairment annually,

and more frequently when there is a triggering event.

Annually, or when there is a triggering event, the Group first performs a qualitative

assessment by evaluating all relevant events and circumstances to determine if it is more likely than not that the indefinite-lived intangible

assets are impaired;

this includes considering any potential effect on significant inputs to determining the fair value of the indefinite-lived

intangible assets.

When it is more likely than not that an indefinite-lived intangible asset is impaired, then the Group calculates the

fair value of the intangible asset and performs a quantitative impairment test.

Impairment o f long-lived assets

Long-lived assets, such as equipment, vehicles and intangible assets

subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of

an asset may not be recoverable.

If circumstances require a long-lived asset or asset group to be tested for possible impairment, the

Group first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount.

If the carrying

amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment loss is recognized

to the extent that the carrying amount exceeds its fair value.

Fair value is determined through various valuation techniques including

discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary.

The Group is a lessee in several noncancellable operating leases, primarily

for plants and main offices.

The Group does not have a finance lease.

The Group accounts for leases in accordance with ASC Topic 842, Leases .

The Group determines if an arrangement is or contains a lease at contract inception.

The Group recognizes a right-of-use (ROU) asset and

a lease liability at the lease commencement date.

For operating leases, the lease liability is initially and subsequently

measured at the present value of the unpaid lease payments at the lease commencement date.

For finance leases, the lease liability is

initially measured in the same manner and date as for operating leases and is subsequently measured at amortized cost using the effective-interest

Key estimates and judgments include how the Group determines (1) the

discount rate it uses to discount the unpaid lease payments to present value, (2) lease term, and (3) lease payments.

● Topic 842 requires a lessee to discount its unpaid lease

payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate.

Generally, the Group cannot determine the interest rate implicit in the lease because it does not have access to the lessor’s estimated

residual value or the amount of the lessor’s deferred initial direct costs.

Therefore, the Group generally uses its incremental

borrowing rate as the discount rate for the lease.

The Group’s incremental borrowing rate for a lease is the rate of interest it

would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms.

Because the Group does

not generally borrow on a collateralized basis, it uses the interest rate it pays on its noncollateralized borrowings as an input to

deriving an appropriate incremental borrowing rate, adjusted for the amount of the lease payments, the lease term, and the effect on

that rate of designating specific collateral with a value equal to the unpaid lease payments for that lease.

● The lease term for all of the Group’s leases includes

the noncancellable period of the lease plus any additional periods covered by either a Group option to extend (or not to terminate) the

lease that the Group is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor.

● Lease payments included in the measurement of the lease liability

comprise the following:

– Fixed payments, including in-substance fixed payments, owed

over the lease term (includes termination penalties the Group would owe if the lease term reflects the Group’s exercise of a termination

– Variable lease payments that depend on an index or rate, initially

measured using the index or rate at the lease commencement date;

– Amounts expected to be payable under a Group-provided residual

value guarantee;

– The exercise price of a Group option to purchase the underlying

asset if the Group is reasonably certain to exercise the option.

The ROU asset is initially measured at cost, which comprises the initial

amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs

incurred less any lease incentives received.

For operating leases, the ROU asset is subsequently measured throughout

the lease term at the carrying amount of the lease liability, plus initial direct costs, plus (minus) any prepaid (accrued) lease payments,

less the unamortized balance of lease incentives received.

Lease expense for lease payments is recognized on a straight-line basis over

the lease term.

ROU assets are periodically reduced by impairment losses.

uses the long-lived assets impairment guidance in ASC Subtopic 360-10, Property, Plant, and Equipment – Overall , to determine

whether an ROU asset is impaired, and if so, the amount of the impairment loss to recognize.

The Group monitors for events or changes in circumstances that require

a reassessment of one of its leases.

When a reassessment results in the remeasurement of a lease liability, a corresponding adjustment

is made to the carrying amount of the corresponding ROU asset unless doing so would reduce the carrying amount of the ROU asset to an

amount less than zero.

In that case, the amount of the adjustment that would result in a negative ROU asset balance is recorded in profit

Operating lease ROU assets are presented as operating lease right of

use assets on the consolidated balance sheets.

The current portion of operating lease liabilities are presented separately on the consolidated

balance sheets.

The Group has elected not to recognize ROU assets and lease liabilities

for short-term leases that have a lease term of 12 months or less.

The Group recognizes the lease payments associated with its short-term

leases as an expense on a straight-line basis over the lease term.

Foreign currency translation

The Group has operations in South Korea, Switzerland, and Germany.

Accounting records in foreign operations are maintained in local currencies and remeasured to the US dollars during the consolidation.

Assets and liabilities are translated at exchange rates in effect at the end of the year.

Income statement accounts are translated at

average rates for the year.

Gains or losses from remeasurement of foreign currency financial statements into the US dollars are included

in current results of comprehensive income.

Revenue recognition

The Group only has revenue from customers.

The Group recognizes revenue

when it satisfies performance obligations under the terms of its contracts, and control of its products is transferred to its customers

in an amount that reflects the consideration the Group expects to receive from its customers in exchange for those products.

involves identifying the customer contract, determining the performance obligations in the contract, determining the transaction price,

allocating the transaction price to the distinct performance obligations in the contract, and recognizing revenue when the performance

obligations have been satisfied.

A performance obligation is considered distinct from other obligations in a contract when it (a) provides

a benefit to the customer either on its own or together with other resources that are readily available to the customer and (b) is separately

identified in the contract.

The Group considers a performance obligation satisfied once it has transferred control of a good or product

to a customer, meaning the customer has the ability to direct the use and obtain the benefit of the good or product.

Income taxes are accounted for under the asset and liability method.

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement

carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards.

tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary

differences are expected to be recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized

in income in the period that includes the enactment date.

The Group recognizes the effect of income tax positions only if those positions

are more likely than not of being sustained.

Recognized income tax positions are measured at the largest amount that is greater than 50%

likely of being realized.

Valuation allowances are established when management determines it is more likely than not that some portion,

or all, of the deferred tax assets will not be realized.

Changes in recognition or measurement are reflected in the period in which the

change in judgment occurs .

The Group reports income tax-related interest and penalties relating to uncertain tax positions, if

applicable, as a component of income tax expense.

Fair value measurements

Fair value is defined

as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market

participants at the measurement date.

GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities

(Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

These tiers include:

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

OSR HOLDINGS, INC.

(f/k/a Bellevue Life Sciences Acquisition Corp.)

CONSOLIDATED FINANCIAL STATEMENTS

The Group utilizes valuation techniques that maximize the use of observable

inputs and minimize the use of unobservable inputs to the extent possible.

The Group determines fair value based on assumptions that market

participants would use in pricing an asset or liability in the principal or most advantageous market.

When considering market participant

assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which

are categorized in one of the following levels:

– Level 1 inputs:

Unadjusted quoted prices in active markets for

identical assets or liabilities accessible to the reporting entity at the measurement date.

– Level 2 inputs:

Other than quoted prices included in Level 1

inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or

– Level 3 inputs:

Unobservable inputs for the asset or liability

used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is

little, if any, market activity for the asset or liability at measurement date.

The carrying value of cash and cash equivalents, trade and other receivables,

inventories, prepaid expenses and other current and financial assets, trade and other payable, short-term borrowing, current operating

lease liabilities, and accrued expenses and other current liabilities approximates their fair value due to the short-term nature of these

The carrying amount reported in the consolidated balance sheets for notes payable to related party may differ from fair value

since the interest rate is fixed.

Compound Financial Instruments

Compound financial instruments are convertible bonds that can be converted

into equity instruments at the option of the holder.

The liability component of a compound financial instrument is recognized initially

at the fair value of a similar liability that does not have an equity conversion right and subsequently measured at amortized cost until

extinguished on conversion or maturity of the bonds.

The equity component is recognized initially on the difference between the fair value

of the compound financial instrument as a whole and the fair value of the liability component.

Any directly attributable transaction costs

are allocated to the liability and equity components in proportion to their initial carrying amounts.

Accounting pronouncements adopted as of December 31,

In October 2021, the FASB issued ASU 2021-08, Business Combinations

Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , which provides an exception to

fair value measurement for contract assets and contract liabilities related to revenue contracts acquired in a business combination.

ASU requires an entity (acquirer) to recognize and measure contract assets and contract liabilities acquired in a business combination

in accordance with Topic 606.

At the acquisition date, an acquirer should account for the related revenue contracts in accordance with

Topic 606 as if it had originated the contracts.

The ASU is effective for the Company for annual and interim periods in fiscal years beginning

after December 15, 2023.

The ASU is applied to business combinations occurring on or after the effective date.

The Group adopted this

ASU as of January 1, 2024 and there is no impact on the Group’s consolidated financial statements.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting

Improvements to Reportable Segment Disclosures , which requires enhanced disclosure of significant segment

expenses on an annual and interim basis.

This ASU will be effective for the annual periods beginning the year ended December 31,

2024, and for interim periods beginning January 1, 2025.

Early adoption is permitted.

Upon adoption, this ASU should be applied

retrospectively to all prior periods presented in the financial statements.

The Group adopted this ASU as of January 1, 2025 and there

is not impact on the Group’s consolidated financial statements.

Accounting pronouncements issued, but not adopted as

of December 31, 2025

In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements

– Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative .

The ASU modifies the

disclosure or presentation requirements of a variety of Topics in the Codification to align with the SEC’s regulations.

also makes those requirements applicable to entities that were not previously subject to the SEC’s requirements.

The ASU is effective

for the Company two years after the effective date to remove the related disclosure from Regulation S-X or S-K.

As of the date these financial

statements have been made available for issuance, the SEC has not yet removed any related disclosure.

The Group does not expect the adoption

of ASU 2023-06 to have a material effect on its consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic

Improvements to Income Tax Disclosures , which improves

the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the effective

tax rate reconciliation and income taxes paid disaggregated by jurisdiction.

It also includes certain other amendments to improve the effectiveness of income tax disclosures.

This ASU will be effective for the annual periods beginning the

year ended December 31, 2026.

Early adoption is permitted.

Upon adoption, this ASU can be applied prospectively or retrospectively.

Group is currently evaluating the impact this ASU will have on the Group’s consolidated financial statements.

(3) Critical accounting estimates and assumptions

The preparation of consolidated financial statements requires the Group

to make estimates and assumptions concerning the future.

Estimates and judgements are continually evaluated and are based on historical

experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

resulting accounting estimates will, by definition, seldom equal the related actual results.

The estimates and assumptions that have a

significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are

discussed below.

The Group’s taxable income generated from these operations are

subject to income taxes based on tax laws and interpretations of tax authorities in numerous jurisdictions.

There are many transactions

and calculations during the ordinary course of business for which the ultimate tax determination is uncertain.

Deferred tax assets are recognized for deductible temporary differences

and unused tax losses to the extent that it is probable that taxable profit will be available against which the temporary differences

and the losses can be utilized.

Significant management judgement is required to determine the amount of deferred tax assets that can be

recognized, based upon the likely timing and the level of future taxable profits, together with future tax planning strategies

Business combinations

Business combinations are initially accounted for on a provisional

The fair value of assets acquired, liabilities and contingent liabilities assumed are initially estimated by the Parent taking

into consideration all available information at the reporting date.

Fair value adjustments on the finalization of the business combination

accounting is retrospective, where applicable, to the period the combination occurred and may have an impact on the assets and liabilities,

depreciation and amortization reported.

Patent technology

Patent technology is recognized in Intangible assets on the consolidated

balance sheets.

The Group considers both qualitative and quantitative factors when determining whether the patent technology may be impaired.

For the purposes of assessing impairment, the Group follows its accounting policy disclosed in Note 2.

In assessing whether there is any

indication that the patent technology may be impaired, the Group considers, at minimum, the following indications:

External sources of information

● there are observable indications that the patent technology’s

value has declined during the period significantly more than would be expected as a result of the passage of time or normal use.

● significant changes with an adverse effect on the Group have

taken place during the period, or will take place in the near future, in the technological, market, economic or legal environment in

which the entity operates or in the market to which an asset is dedicated.

● market interest rates or other market rates of return on

investments have increased during the period, and those increases are likely to affect the discount rate used in calculating an asset’s

value in use and decrease the asset’s recoverable amount materially.

● the carrying amount of the net assets of the entity is more

than its market capitalization.

Internal sources of information

● evidence is available of obsolescence or physical damage

of the patent technology.

● significant changes with an adverse effect on the entity

have taken place during the period, or are expected to take place in the near future, in the extent to which, or manner in which, the

patent technology is used or is expected to be used.

These changes include the patent technology becoming idle, plans to discontinue

or restructure the operation to which the patent technology belongs, and plans to dispose of the patent technology before the previously

expected date.

● evidence is available from internal reporting that indicates

that the economic performance of the patent technology is, or will be, worse than expected.

(4) Financial risk management

The Group is exposed to various financial risks such as market risk

(exchange risk, interest rate risk), credit risk and liquidity risk due to various activities.

The Group’s overall risk management policy

focuses on volatility in the financial markets and focuses on minimizing any negative impact on financial performance.

Risk management

is conducted under the supervision of the finance department according to the policy approved by the Board of Directors.

The finance department

identifies, evaluates and manages financial risks in close cooperation with the sales departments.

The Board of Directors provides written

policies on overall risk management principles and specific areas such as foreign exchange risk, interest rate risk, credit risk, use

of derivative and non-derivative financial instruments, and investments in excess of liquidity.

Market risk management

Market risk is the risk of possible losses which arise from the changes

of market factors, such as interest rate, stock price, foreign exchange rate, commodity value and other market factors related to the

fair value or future cash flows of the financial instruments, such as securities, derivatives and others.

Currency risk

The functional currency of the foreign subsidiary’s operations

is the local currency.

Therefore, for purposes of the consolidated financial statements, the results of foreign operations are translated

from the local currency into U.S.

Local currency assets and liabilities are translated at the rates of exchange on the balance

sheet date, and local currency revenues and expenses are translated at average rates of exchange during the period.

Resulting translation

gains or losses are included in the accompanying consolidated financial statements as a component of accumulated other comprehensive loss.

Interest rate risk

Interest rate risk refers to the risk that interest income and interest

expenses arising from deposits or borrowings will fluctuate due to changes in market interest rates in the future, which mainly arises

from deposits and borrowings with floating interest rates.

The goal of interest rate risk management is to maximize corporate value by

minimizing uncertainty caused by interest rate fluctuations.

As of the end of the reporting period, there are no financial instruments

subject to a variable interest rate.

Price risk is the risk that the fair value of a financial instrument

or future cash flows will change due to changes in market prices other than interest rate or foreign exchange rate.

As of the end of the

reporting period, the Group is not exposed to commodity price risk.

Investments in financial instruments are made on a non-recurring basis

according to management’s judgment.

Credit risk management

Credit risk is the risk of possible losses in an asset portfolio in

the events of counterparty’s default, breach of contract and deterioration in the credit quality of the counterparty.

management reporting purposes, the Group manages the credit risk systematically and pursues value maximization and continuous growth of

the Group by efficient resource allocation and monitoring non-performing loans.

In order to reduce the risks that may occur in transactions

with financial institutions, such as cash and cash equivalents and various deposits, the Group conducts transactions only with financial

institutions with high creditworthiness.

As of December 31, 2025, the Group believes that there are low signs of material default, and

the maximum exposure to credit risk as of December 31, 2025 is equal to the book value of financial instruments (excluding cash).

Liquidity risk management

The Group constantly monitors its liquidity positions to ensure that

no borrowing limits or commitments are breached to meet operating capital needs.

In estimating liquidity, we also take into account external

laws or legal requirements, such as the group’s financing plan, compliance with agreements, internal target financial ratios and currency

restrictions.

The Group’s liquidity risk analysis details as of December 31, 2025

and December 31, 2024 are as follows:

December 31, 2025

In some circumstances,

the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy.

In those instances, the

fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant

to the fair value measurement.

The fair value of certain of the Company’s

assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates

the carrying amounts represented in the consolidated balance sheets.

The fair values of cash and amounts due to related parties are estimated

to approximate the carrying values as of December 31, 2024 and 2023 due to the short maturities of such instruments.

Derivative Financial Instruments

The Company evaluates its financial instruments

to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic

815, “Derivatives and Hedging” (“ASC 815”).

For derivative financial instruments that are accounted for as liabilities,

the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each

reporting date, with changes in the fair value reported in the consolidated statements of operations.

The classification of derivative

instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting

Derivative liabilities are classified in the consolidated financial statements as current or non-current based on

whether or not net cash settlement or conversion of the instrument could be required within 12 months of the balance sheet

Concentration of Credit Risk

Financial instruments that potentially subject

the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal

Deposit Insurance Corporation coverage of $ 250,000 .

Any loss incurred or a lack of access to such funds could have a significant

adverse impact on the Company’s financial condition, results of operations, and cash flows.

Warrant Instruments

The Company accounts for warrants as either equity-classified

or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance

in ASC 480 and ASC 815.

The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480, meet

the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification

under ASC 815, including whether the instruments are indexed to the Company’s own common shares and whether the instrument holders

could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions

for equity classification.

This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance

and as of each subsequent quarterly period end date while the instruments are outstanding.

The Company determined that upon review of

the warrant agreement that the Public Warrants (as defined in Note 1) and the Private Placement Warrants (as defined in Note 1) issued

in the Initial Public Offering qualify for equity accounting treatment.

In connection with

the Initial Public Offering and the exercise of the over-allotment of up to 6,900,000 Public Units, each Public Unit is

comprised of one share of common stock, $0.0001 par value, a warrant to purchase one share of Common

Stock, and one Public Right to receive one-tenth (1/10) of one share of Common Stock.

Simultaneously, with the consummation of

the Initial Public Offering, the Company engaged in a private placement and issued placement units that are identical to the Public

Unit, which included the issuance and delivery of aggregate of 430,000 Placement Rights underlying Placement Units (the

“Placement Rights”, and together with the Public Rights and such other rights as the Company issues from time to time

hereunder, the “Rights”).

The Company accounts for the rights issued in

connection with the Initial Public Offering in accordance with the guidance contained in ASC 815-40.

Such guidance

provides that the rights described above are not precluded from equity classification.

Equity-classified contracts are initially measured

at fair value (or allocated value).

Subsequent changes in fair value are not recognized as long as the contracts continue to be classified

OSR HOLDINGS, INC.

(f/k/a Bellevue Life Sciences Acquisition Corp.)

CONSOLIDATED FINANCIAL STATEMENTS

Remaining maturity

Financial liabilities

Other Payables

Lease liabilities

December 31, 2024

Equity Participation Shares

At the closing of the

Initial Public Offering, the Company agreed to issue to Chardan 34,500 representative shares (“Equity Participation

Shares”), which include an additional 4,500 shares due to the exercise of the over-allotment option in full, which will

be issued upon the completion of the Initial Business Combination.

The Company complies with the requirements

of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A, “Expenses of

Offering.” Offering costs consist principally of professional and registration fees incurred through the date of these

consolidated financial statements that are related to the Initial Public Offering.

Offering costs directly attributable to the

issuance of an equity contract to be classified in equity are recorded as a reduction in equity.

Offering costs for equity contracts

that are classified as assets and liabilities are expensed immediately.

Net Income (Loss) per Common Share

The Company complies with the accounting and disclosure

requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income (loss) per common share is computed by dividing net income

(loss) by the weighted average number of shares of common stock outstanding during the period, excluding common stock subject to forfeiture.

The Company has not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase an

aggregate of 7,330,000 shares of its common stock in the calculation of diluted net income (loss) per share, since their exercise

is contingent upon future events.

As a result, diluted net income (loss) per share of common stock is the same as basic net income (loss)

per share of common stock.

The redemption feature for the common shares equals fair value, and therefore does not create a different class

of shares or require an adjustment to the earnings per share calculation.

The redemption at fair value does not represent an economic benefit to the holders that is different from what is received by other stockholders,

because the shares could be sold on the open market.

Accretion associated with the redeemable shares of common stock is excluded from

earnings per share as the redemption value approximates the fair value.

Common Stock Subject to Possible Redemption

The Company accounts for its common stock subject to possible redemption

in accordance with the guidance in ASC 480.

Common stock subject to mandatory redemption (if any) is classified as a liability instrument

and measured at fair value.

Conditionally redeemable common stock (including common stock that features redemption rights that are within

the control of the holder or subject to possible redemption upon the occurrence of uncertain events not solely within the Company’s

control) is classified as temporary equity.

At all other times, common stock is classified as stockholders’ equity (deficit).

Company’s common stock sold in the Initial Public Offering and over-allotment features certain redemption rights that are considered

to be outside of the Company’s control and subject to the occurrence of uncertain future events.

Accordingly, as of December

31, 2024 and 2023, 164,752 and 3,467,954 , respectively, shares of common stock subject to possible redemption are presented

at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s consolidated balance

OSR HOLDINGS, INC.

(f/k/a Bellevue Life Sciences Acquisition Corp.)

CONSOLIDATED FINANCIAL STATEMENTS

Remaining maturity

Other Payables

Lease liabilities

Capital risk management

Capital includes issued capital, share premium and all other equity

reserves attributable to the equity holders of the Group.

The primary objective of the Group’s capital management is to maximize

the shareholder value.

The Group manages its capital structure and makes adjustments in light

of changes in economic conditions and the requirements of the financial covenants.

To maintain or adjust the capital structure, the Group

may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares.

The Group uses the debt ratio as

a capital management indicator.

This ratio is calculated by dividing total liabilities by total equity, and total liabilities and total

equity are calculated based on the amounts in the Group’s consolidated financial statements.

The group’s debt ratio as of December 31, 2025 and December 31, 2024

are as follows:

Net borrowings (A)

Lease liabilities

cash and cash equivalents

( 1,700,273 )

Total equity (B)

Net borrowings & Total equity (A+B)

Debt ratio (A / B)

(5) Fair value measurements

Book value and fair value of financial instruments

The difference between the carrying amount and fair value of the Group’s

financial assets and liabilities as of December 31, 2025 and December 31, 2024 are insignificant.

Fair value hierarchy

All financial assets and liabilities for which fair value is measured

or disclosed in the financial statements are categorized within the fair value hierarchy, described as follows, based on the lowest level

input that is significant to the fair value measurement as a whole:

● Level 1 - Quoted (unadjusted) market prices in active markets

for identical assets or liabilities

● Level 2 - Valuation techniques for which the lowest level

input that is significant to the fair value measurement is directly or indirectly observable

● Level 3 - Valuation techniques for which the lowest level

input that is significant to the fair value measurement is unobservable

Fair values of the Group’s financial assets and liabilities as

of December 31, 2025 and December 31, 2024, which are accounted as amortized cost, are categorized as Level 3.

Recurring transfer between levels of the fair value hierarchy

Fair value hierarchy classifications of the financial instruments that

are measured at fair value level 3 as at December 31, 2025 is as follows (Null at December 31, 2024):

December 31, 2025

The Company follows the asset and liability

method of accounting for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”).

Deferred tax assets

and liabilities are recognized for the estimated future tax consequences attributable to difference between the consolidated

financial statements carrying amounts of existing assets and liabilities and their respective tax bases.

Deferred tax assets and

liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary

differences are expected to be recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates is

recognized in income in the period that included the enactment date.

Valuation allowances are established, when necessary, to reduce

deferred tax assets to the amount expected to be realized.

A summary of the Company’s current and deferred

tax provision is as follows:

For the years ended

Deferred tax assets

Net operating loss carryforwards

Other temporary differences

Total deferred tax assets

Valuation allowance

Recurring fair value measurements Financial liabilities at fair

value through profit or loss

Valuation Techniques and the Inputs

Valuation techniques and inputs used in the recurring and non-recurring

fair value measurements categorized within Level 3 of the fair value hierarchy as at December 31, 2025 is as follows (Null at December

The Group did not change any valuation techniques in determining the

fair value, which is categorized within Level 3 of the fair value hierarchy.

December 31, 2025

Fair Value Level Valuation

Techniques Inputs

Financial liabilities at fair value through profit or loss $ 2,530,176 3 Tsiveriotis- Fernandes model Stock Volatility, Risk-free rate

(6) Financial instruments by category

The carrying value of financial instruments category as of December

31, 2025 and December 31, 2024 are as follows:

December 31, 2025

Fianancial assets:

Financial assets

at amortized cost

Financial liabilities

at fair value

Financial liabilities

at amortized cost

Cash and cash equivalents

Trade and other receivables

Other current financial assets

Other non-current financial assets

Fianancial liabilities:

Trade and other payables

Accrued expenses

Current financial liabilities

Derivative liabilities

December 31, 2024

Financial assets:

Financial assets

at amortized cost

Financial liabilities

at fair value

Financial liabilities

at amortized cost

Cash and cash equivalents

Trade and other receivables

Other current financial assets

Other non-current financial assets

Fianancial liabilities:

Trade and other payables

Accrued expenses

Net gains or losses by financial instrument category for the years

ended December 31, 2025 and 2024 are as follows:

ended December 31,

Amortized cost:

Interest income

Foreign exchange gains

Gains on foreign currency translation

Interest expense

Losses on foreign currrency transaction

Losses on foreign currrency translation

Financial assets measured at fair value through profit and loss:

Gains on change in fair value of financial liabilities

Losses on change in fair value of financial liabilities

( 5,652,376 )

Net deferred tax assets

* The deferred tax assets were deemed to be de minimis as of December 31, 2023.

The income tax provision for the years ended December

31, 2024 and 2023 consists of the following:

For the years ended

Change in valuation allowance

Income tax provision

A reconciliation of the U.S.

federal statutory

income tax rate to the Company’s effective income tax rate is as follows:

For the years ended

Income tax expense:

Provision/(benefit) at statutory rate

State tax provision/(benefit) net of federal benefit

Deferred provision/(benefit)

Change in fair value of warrants

Change in valuation allowance

Total income tax expense

ASC 740 prescribes a recognition threshold

and a measurement attribute for the consolidated financial statements recognition and measurement of tax positions taken or expected

to be taken in a tax return.

For those benefits to be recognized, a tax position must be more likely than not to be sustained upon

examination by taxing authorities.

There were no unrecognized tax benefits as of December 31, 2024 and 2023.

recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

No amounts were accrued for

the payment interest and penalties for the years ended December 31, 2024 and 2023.

The Company is currently not aware of

any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company has

been subject to income tax examinations by major taxing authorities since inception.

The Company’s management does not expect

that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Offering Costs Associated with the Initial Public Offering

The Company complies with the requirements of

ASC 340-10-S99-1, SEC SAB Topic 5A, and SEC SAB Topic 5T, “Accounting for Expenses or Liabilities Paid by Principal Stockholder(s)”.

costs consist principally of professional and registration fees incurred through the Initial Public Offering that are related to the Initial

Public Offering.

Offering costs were charged to temporary equity and permanent equity based on relative fair values, upon the completion

of the Initial Public Offering.

OSR HOLDINGS, INC.

(f/k/a Bellevue Life Sciences Acquisition Corp.)

CONSOLIDATED FINANCIAL STATEMENTS

(7) Cash and cash equivalents

The Group considers all money market funds and highly liquid financial

instruments with original maturities of three months or less to be cash equivalents.

Cash and cash equivalents

(8) Trade and other receivables, net

All trade receivables are recorded at the invoiced amount and do not

bear interest.

Amounts collected on trade receivables are included in net cash provided by operating activities in the statements of cash

The Group does not have any off-balance sheet credit exposure related to its customers.

Trade receivables

Allowance for credit losses

Net trade receivables

Other receivables

(9) Inventories, net

Inventories consisted of the following as of December 31, 2025 and

December 31, 2024:

Recent Accounting Pronouncements

In November 2023, the

FASB issued ASU No.

2023-07, “Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.” ASU 2023-07

enhances reportable segment disclosures, primarily by requiring public entities to disclose significant segment expenses that are regularly

provided to the chief operating decision maker (“CODM”) and included in each reported measure of segment profit or loss.

ASU also requires disclosure of the title and position of the CODM and an explanation of how the CODM uses the reported measures of segment

profit or loss.

ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning

after December 15, 2024.

Early adoption is permitted.

The Company adopted ASU

2023-07 for the year ended December 31, 2024.

The adoption of this standard did not have a material impact on the Company’s consolidated

financial statements, as the Company operates in a single reportable segment and does not present multiple segment profit or loss measures

Management does not believe that any other

recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the

Company’s consolidated financial statements.

NOTE 3–INITIAL PUBLIC OFFERING

Pursuant to the Initial Public Offering, the Company

sold 6,000,000 Units at a price of $ 10.00 per Unit.

On February 17, 2023, the underwriters exercised their over-allotment

option to purchase an additional 900,000 Units.

Each Unit consists of one share of common stock, one redeemable

warrant entitling the holder thereof to purchase one share of Common Stock at a price of $ 11.50 per share, subject to adjustment,

and one right which entitles the holder thereof to receive one-tenth (1/10) of a share of common stock (see

Each warrant will become exercisable 30 days after the consummation of an initial business combination, and will expire five

years after the completion of an initial business combination, or earlier upon redemption or liquidation.

Each right entitles the

holder thereof to receive one-tenth (1/10) of a share of common stock upon the consummation of an initial business

combination, as described in more detail below.

Each ten rights entitle the holder thereof to receive one share of common stock

at the closing of a business combination.

NOTE 4–RELATED PARTY TRANSACTIONS

Founder Shares

On July 30, 2020,

the Sponsor purchased 1,437,500 shares of the Company’s Common Stock (the “Founder Shares”) for an aggregate

purchase price of $ 25,000 , or approximately $ 0.017 per share.

On April 25, 2022, the Company executed a 1.2-for-one stock split,

resulting in an aggregate of 1,725,000 Founder Shares held by the Company’s sponsor, of which up to 225,000 Founder

Shares were subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or in part.

The Sponsor has agreed,

subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of (A) three

years after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if

the last sale price of the Common Stock equals or exceeds $ 12.50 per share (as adjusted for stock splits, stock dividends, reorganizations,

recapitalizations and the like) for any 20 trading days within any 30 -day trading period commencing

at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation,

merger, capital stock exchange, reorganization or other similar transaction that results in all of the stockholders having the right to

exchange their shares of Common Stock for cash, securities or other property.

Private Placement Units

The Sponsor has purchased

an aggregate of 430,000 Private Placement Units at a price of $ 10.00 per Private Placement Unit in a private placement

that occurred simultaneously with the consummation of the Initial Public Offering.

Each Private Placement Unit consists of one share

of Common Stock, one redeemable warrant entitling the holder to purchase one share of Common Stock, and one right

which entitles the holder thereof to receive one-tenth (1/10) of a share of common stock.

The Private Placement Warrants

are exercisable only to purchase whole shares of Common Stock at an exercise price of $ 11.50 per share, subject to adjustment (see

Proceeds from the sale of the Private Placement Units were added to the net proceeds from the Initial Public Offering held in

the Trust Account.

If the Company does not complete the initial Business Combination within the Combination Period, the proceeds from

the sale of the Private Placement Units held in the Trust Account will be included in the liquidating distribution to the holders of the

Public Shares.

The Sponsor and the Company’s officers and

directors will agree, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Units, including the

component securities therein until 30 days after the completion of the Business Combination.

OSR HOLDINGS, INC.

(f/k/a Bellevue Life Sciences Acquisition Corp.)

CONSOLIDATED FINANCIAL STATEMENTS

Merchandised goods

Less inventory reserves

(10) Other financial assets

Details of other financial assets as of December 31, 2025 and December

31, 2024 are as follows:

December 31, 2025

Due from Affiliate

On October 25, 2024, OSR Co., Ltd.

issued a promissory

note to the Company in the aggregate principal amount of $ 300,000 (the “OSR Promissory Note”) to fund working capital and

other expenses of OSR Co., Ltd.

The OSR Promissory Note bears interest at a rate of three and ninety-six hundredths’ percent ( 3.96 %)

per annum and shall be compounded semi-annually.

The OSR Promissory Note is payable on October 25, 2025 (the “OSR Promissory Note

Maturity Date”) and all accrued interest shall be payable on the Maturity Date.

The following events constitute an event of default

under the OSR Promissory Note:

(i) a failure to pay the outstanding balance due within five (5) business days of the OSR Promissory Note

Maturity Date and (ii) the commencement of a voluntary or involuntary bankruptcy action.

As of December 31, 2024, the outstanding balance

was $ 300,000 .

Promissory Notes

The Sponsor has advanced

funds to the Company for the payment of expenses incurred in connection with the Initial Public Offering, which amount is evidenced by non-interest-bearing promissory

notes in the aggregate principal amount of $ 1,200,000 .

The promissory notes were due at the earlier of November 29, 2023 or

upon the closing of the Initial Public Offering.

These notes were discharged and cancelled in connection with the private placement that

closed simultaneously with the Initial Public Offering.

On June 23, 2023,

the Sponsor loaned to the Company $ 200,000 to fund working capital requirements and in exchange therefor the Company issued to the

Sponsor an unsecured promissory note in the principal amount of $ 200,000 .

This note is non-interest bearing and is payable in

full on the earlier of (i) December 31, 2024 or (ii) the date on which the Company consummates an initial Business Combination.

In the event that the Company does not consummate an initial Business Combination, the note will be repaid only from amounts remaining

outside of the Company’s Trust Account, if any.

At the Sponsor’s discretion, the principal balance of the note may be converted

at any time prior to the consummation of the Business Combination as of December 31, 2024 and 2023, the outstanding balance of this note

On November 13,

2023, Bellevue Capital Management LLC (“BCM”) loaned to the Company $ 180,000 and in exchange therefor the Company issued

to BCM an unsecured promissory note in the principal amount of $ 180,000 .

The proceeds of this loan were used to fund the payment to extend

the date by which the Company must consummate an initial Business Combination to February 14, 2024.

The note is non-interest bearing

and is payable in full on the earlier of (i) December 31, 2024 or (ii) the date on which the Company consummates an initial

Business Combination.

In the event that the Company does not consummate the Business Combination, this note will be repaid only from amounts

remaining outside of the Company’s Trust Account, if any.

As of December 31, 2024 and 2023, the outstanding balance of this note

On February 9, 2024,

the Company issued an unsecured promissory note in the principal amount of $ 75,000

to Jun Chul Whang, a member of the Company’s

Board, and on September 20, 2024 amended the terms of the agreement (the note, as amended, the “JCW Promissory Note”).

JCW Promissory Note is not interest bearing and is payable in full on the earlier of (i) March 31, 2025 or (ii) the date on which the

Company consummates an initial business combination (the “JCW Maturity Date”).

In the event that the Company does not consummate

a business combination on or prior to the time provided in the Company’s Charter (as subject to extension), Mr.

Whang agrees to

forgive the principal balance of the JCW Promissory Note, except to the extent of any funds remaining outside of the Company’s trust

account, if any.

The following shall constitute an event of default:

(i) a failure to pay the principal within five business days of the

JCW Maturity Date and (ii) the commencement of a voluntary or involuntary bankruptcy action.

As of December 31, 2024, the outstanding

balance of this note was $ 75,000 .

On March 8, 2024,

the Company issued an unsecured promissory note in the principal amount of $ 60,000

to Josh Pan, a member of Bellevue Capital

Management LLC and on September 20, 2024 amended the terms of the agreement (the note, as amended, the “JP Promissory Note”).

The JP Promissory Note is not interest bearing and is payable in full on the earlier of (i) March 31, 2025 or (ii) the date on which the

Company consummates an initial business combination (the “JP Maturity Date”).

In the event that the Company does not consummate

a business combination on or prior to the time provided in the Company’s Charter (as subject to extension), Mr.

Pan agrees to forgive

the principal balance of the Promissory Note, except to the extent of any funds remaining outside of the Company’s Trust Account,

The following shall constitute an event of default:

(i) a failure to pay the principal within five business days of the JP Maturity

Date and (ii) the commencement of a voluntary or involuntary bankruptcy action.

As of December 31, 2024, the outstanding balance of this

note was $ 60,000 .

OSR HOLDINGS, INC.

(f/k/a Bellevue Life Sciences Acquisition Corp.)

CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024

On April 8, 2024,

the Company issued an unsecured promissory note in the principal amount of $ 1,200,000 to the Sponsor and on January 9, 2025 amended

the terms of the agreement (the note, as amended, the “April Sponsor Note”) .

The April Sponsor Note is not interest bearing

and is payable in full on the earlier of (i) December 31, 2024 or (ii) the date on which the Company consummates an initial Business Combination

(the “April Sponsor Note Maturity Date”).

In the event that the Company does not consummate a Business Combination on or prior

to the time provided in the Company’s Charter (as subject to extension), the Sponsor agrees to forgive the principal balance of

the April Sponsor Note, except to the extent of any funds remaining outside of the Company’s Trust Account, if any.

The following

shall constitute an event of default:

(i) a failure to pay the principal within five business days of the April Sponsor Note Maturity

Date and (ii) the commencement of a voluntary or involuntary bankruptcy action.

As of December 31, 2024, the outstanding balance of this

note was $ 1,185,000 .

On April 17, 2024, the

Company issued an unsecured promissory note in the principal amount of $ 50,000 to the Sponsor and on January 9, 2025 amended the

terms of the agreement (the note, as amended, the “Second April Sponsor Note”).

The Second April Sponsor Note is not interest

bearing and is payable in full on the earlier of (i) December 31, 2024 or (ii) the date on which the Company

consummates an initial Business Combination (the “Second April Sponsor Note Maturity Date”).

In the event that the Company

does not consummate a Business Combination on or prior to the time provided in the Company’s Charter (as subject to extension),

the Sponsor agrees to forgive the principal balance of the Second April Sponsor Note, except to the extent of any funds remaining outside

of the Company’s Trust Account, if any.

The following shall constitute an event of default:

(i) a failure to pay the principal

within five business days of the Second April Sponsor Note Maturity Date and (ii) the commencement of a voluntary or involuntary

bankruptcy action.

As of December 31, 2024, the outstanding balance of this note was $ 23,000 .

On May 14, 2024,

the Company issued an unsecured promissory note in the principal amount of $ 140,000 to the Sponsor and on January 9, 2025 amended

the terms of the agreement (the note, as amended, the “May Sponsor Note”).

The May Sponsor Note is not interest bearing and

is payable in full on the earlier of (i) December 31, 2024 or (ii) the date on which the Company consummates an initial Business Combination

(the “May Sponsor Note Maturity Date”).

In the event that the Company does not consummate a Business Combination on or prior

to the time provided in the Company’s Charter (as subject to extension), the Sponsor agrees to forgive the principal balance of

the May Sponsor Note, except to the extent of any funds remaining outside of the Company’s Trust Account, if any.

The following

shall constitute an event of default:

(i) a failure to pay the principal within five business days of the May Sponsor Note Maturity Date

and (ii) the commencement of a voluntary or involuntary bankruptcy action.

As of December 31, 2024, the outstanding balance of this note

was $ 140,000 .

On July 11, 2024,

the Company issued an unsecured promissory note in the principal amount of $ 300,000 to the Sponsor and on January 9, 2025 amended

the terms of the agreement (the note, as amended, the “May Sponsor Note”).

The July Promissory Note is not interest bearing

and is payable in full on the earlier of (i) December 31, 2024 or (ii) the date on which the Company consummates an initial business combination

(the “July Promissory Note Maturity Date”).

In the event that the Company does not consummate a business combination on or

prior to the time provided in the Company’s Charter (as subject to extension), Sponsor agrees to forgive the principal balance of

the July Promissory Note, except to the extent of any funds remaining outside of the Company’s trust account, if any.

The following

shall constitute an event of default:

(i) a failure to pay the principal within five business days of the July Promissory Note Maturity

Date the commencement of a voluntary or involuntary bankruptcy action.

As of December 31, 2024, the outstanding balance of this note was $ 280,000 .

On October 10, 2024,

the Company issued an unsecured promissory note to Jun Chul Whang, a member of the Company’s Board (the “Second JCW Promissory

Note”) in the principal amount of $ 40,000 to Mr.

Whang for its receipt of $ 40,000 to fund working capital and other expenses of

The Second JCW Promissory Note is non-interest bearing and is payable in full on the earlier of (i) November 9, 2024, (ii)

at such time the Company raises additional working capital funds, or (iii) the date on which the Company consummates an initial business

In the event that the Company does not consummate an initial business combination on or prior to the time provided in the

Charter, as amended, Mr.

Whang agrees to forgive the principal balance of the Second JCW Promissory Note, except to the extent of any

funds remaining outside of the Company’s trust account, if any.

As a result of raising additional working capital funds through

the Duksung Promissory Note (defined below), the Company repaid the Second JCW Promissory Note in full on October 28, 2024.

As of December

31, 2024, the outstanding balance was $ 0 .

The outstanding balance was $ 1,763,000 as of December

31, 2024 recorded as notes payable – related parties.

OSR HOLDINGS, INC.

(f/k/a Bellevue Life Sciences Acquisition Corp.)

CONSOLIDATED FINANCIAL STATEMENTS

Leasehold guarantee deposits

Other deposits

(11) Other assets

Details of other assets as of December 31, 2025 and December 31, 2024

are as follows:

December 31, 2025

Convertible Note Payable

On October 16, 2024, the Company issued an

unsecured promissory note to Duksung Co., LTD.

(“Duksung”) in the principal amount of $ 800,000 (the “Duksung

Promissory Note”).

The Duksung Promissory Note bears interest at a simple rate of 5 % per annum;

provided, however, solely for

purposes of prepayment pursuant to a redemption of the Duksung Promissory Note, interest shall be deemed to have accrued at a simple

rate of 7 % per annum, and, unless earlier converted or redeemed, is payable in full on October 15, 2025 (the “Duksung

Promissory Note Maturity Date”).

In the event of, and simultaneously with the closing of a Qualified PIPE Financing (as

defined in the Duksung Promissory Note), the Duksung Promissory Note automatically converts into Company common stock in an amount

equal to the quotient (rounded to the nearest whole share) obtained by dividing (a) the outstanding principal amount and unpaid

accrued interest under the Duksung Promissory Note by (b) eight dollars and ten cents ($8.10) (the “Conversion”).

Conversion shall constitute satisfaction in full of the obligations of the Company under the Duksung Promissory Note.

In the event a

Qualified PIPE Financing does not occur on or before March 31, 2025 (the “PIPE Outside Date”), the Company may prepay

the Duksung Promissory Note, in whole or in part, at any time after the PIPE Outside Date.

The amount to be paid pursuant to any

such prepayment shall include the outstanding principal amount plus accrued and unpaid interest calculated at a simple rate of 7 %

from the issuance date.

As of December 31, 2024, the outstanding balance was $ 800,000 .

As of December 31, 2024 accrued interest of

$ 11,814 was recorded as accounts payable and accrued expenses.

As of March 31, 2025, the Qualified PIPE Financing did not occur.

Working Capital Loans

In addition to the loans described above, in order

to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the

Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital

If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the Trust Account

released to the Company.

In the event that a Business Combination does not close, the Company may use a portion of the working capital

held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the

Working Capital Loans.

The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest,

or, at the lender’s discretion, up to $ 1,000,000 of such Working Capital Loans may be convertible into Units at a price of

$ 10.00 per Unit.

The Units would be identical to the Private Placement Units.

Except for the foregoing, the terms of such Working

Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans.

Loans made by Chardan or any

of its related persons, if any, will not be convertible into any of the Company’s securities, and Chardan and its related persons

will have no recourse with respect to their ability to convert their loans into any of the Company’s securities.

December 31, 2024 and 2023, no Working Capital Loans were outstanding.

Administrative Support Agreement

Beginning on March 1, 2023, the Company agreed

to pay BCM, an affiliate of members of the Sponsor, a total of $ 7,500 per month for office space, utilities, secretarial and administrative

support (“Administrative Support Fees”).

Upon completion of the Business Combination or the Company’s liquidation, the

Company will cease paying these monthly fees.

During the years ended December 31, 2024 and 2023, the Company incurred $ 90,000 and

$ 75,000 , respectively, of Administrative Support Fees, which are included in general and administrative expenses in the accompanying consolidated

statements of operations.

As of December 31, 2024 and 2023, the outstanding balance was $ 15,000 and $ 15,000 , respectively, recorded

as due to affiliate.

Due to Affiliate

On August 17, 2021,

the Sponsor agreed to advance the Company up to $ 10,000 .

On February 17, 2022, the Company repaid $ 10,000 to the Sponsor.

April 28, 2022, the Sponsor agreed to advance the Company up to an additional $ 10,000 .

On April 29, 2022, the Sponsor

agreed to advance an additional $ 7,000 (collectively, “Sponsor Advances”).

The outstanding balance of the Sponsor Advances

as of December 31, 2024 was $ 17,000 .

These advances are due on demand and are non-interest-bearing.

During the year ended December 31, 2023,

the Sponsor advanced $ 180,000 of funds to the Company and Company repaid $ 140,000 (“Second Sponsor Advances”).

The outstanding

balance of the Second Sponsor Advances was $ 40,000 as of December 31, 2024.

The total amount recorded as due to affiliate

on the consolidated balance sheet as of December 31, 2024 includes the outstanding balance of $ 15,000 of Administrative Support Fees,

$ 17,000 of Sponsor Advances, and $ 40,000 of Second Sponsor Advances, totaling $ 72,000 .

NOTE 5–COMMITMENTS AND CONTINGENCIES

Registration Rights

The holders of Founder Shares, Private Placement

Units (including component securities contained therein), and Units (including component securities contained therein) that may be issued

upon conversion of Working Capital Loans will be entitled to registration rights pursuant to a registration rights agreement signed prior

to the effective date of the Initial Public Offering, requiring the Company to register such securities for resale.

The holders of the

majority of these securities are entitled to make up to two demands, excluding short form demands, that the Company register

such securities.

In addition, these holders have certain “piggyback” registration rights with respect to registration statements

filed subsequent to the completion of the Business Combination and rights to require the Company to register for resale such securities

pursuant to Rule 415 under the Securities Act.

The Company will bear the expenses incurred in connection with the filing of any such registration

Chardan may not exercise its demand and “piggyback” registration rights after five and seven years, respectively,

after the effective date of the registration statement of which this prospectus forms a part and may not exercise its demand rights on

more than one occasion.

OSR HOLDINGS, INC.

(f/k/a Bellevue Life Sciences Acquisition Corp.)

CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024

Underwriting Agreement

The Company granted the

underwriters a 45 -day option from the final prospectus relating to the Initial Public Offering to purchase up to 900,000 additional

Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions.

The underwriters were

entitled to an underwriting discount of $ 0.20 per Unit, or $ 1,200,000 in the aggregate, equal to 2 % of the gross proceeds

of the Initial Public Offering (or $ 1,380,000 in the aggregate if the underwriters’ over-allotment option is exercised in full),

payable upon the closing of the Initial Public Offering;

provided that for each Unit purchased by investors that are sourced by the Sponsor,

such underwriting discount was reduced to $ 0.125 per Unit payable in cash.

In addition, $ 0.30 per Unit, or approximately $ 1,800,000 in the

aggregate (or $ 2,070,000 in the aggregate if the underwriters’ over-allotment option is exercised in full)

will be payable to the underwriters for deferred underwriting commissions.

The deferred fee will become payable to the underwriters from

the amount held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the

underwriting agreement.

In addition, the underwriters are entitled to receive 30,000 shares of Common Stock (or 34,500 shares

if the underwriters’ over-allotment option is exercised in full) from the Sponsor, which will be placed in escrow until the consummation

of an initial Business Combination.

Such shares paid to the underwriters are referred to as the “Equity Participation Shares.”

If a Business Combination is not consummated, the Equity Participation Shares will be returned to the Sponsor.

The Equity Participation

Shares have been deemed compensation by Financial Industry Regulatory Authority (“FINRA”) and are therefore subject to a lock-up for a

period of 180 days immediately following the effective date of the registration statement related to the Initial Public Offering pursuant

to FINRA Rule 5110(e)(1).

Pursuant to FINRA Rule 5110(e)(1), these securities will not be the subject of any hedging, short sale, derivative,

put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately

following the effective date of the registration statements related to the Initial Public Offering, nor may they be sold, transferred,

assigned, pledged or hypothecated for a period of 180 days immediately following the effective date of the registration statements related

to the Initial Public Offering except to any underwriter and selected dealer participating in the Initial Public Offering and their bona

fide officers or partners.

Chardan may not exercise its demand and “piggyback” registration rights after five and seven

years, respectively, after the effective date of the registration statement and may not exercise its demand rights on more than one occasion.

Excise Tax Liability

The Inflation Reduction

Act (“IR Act”) of 2022 imposes a 1 % Excise Tax Liability on the repurchase of corporate stock by a publicly traded U.S.

corporation following December 31, 2022.

For purposes of the Excise Tax Liability, a repurchase will generally include redemptions,

corporate buybacks and other transactions in which the corporation acquires its stock from a stockholder in exchange for cash or property,

subject to exceptions for de minimis transactions and certain reorganizations.

As a result, subject

to certain rules, the Excise Tax Liability will apply to any redemption by a U.S.-domiciled special purpose acquisition company (“SPAC”)

taking place after December 31, 2022, including redemptions (i) by stockholders in connection with the SPAC’s initial

Business Combination or a proxy vote to extend the lifespan of the SPAC, (ii) by SPACs if the SPAC does not complete a de-SPAC transaction within

the required time set forth in its constituent documents, or (iii) in connection with the wind-up and liquidation

The financial responsibility for such Excise Tax resides with the Company and the Sponsor.

This amount of 1 % has been

included in these consolidated financial statements.

At this time, it has been determined that the

IR Act tax provisions have an impact to the Company’s fiscal 2023 income tax provision as there were redemptions by the public stockholders

in November 2023 and May 2024;

as a result, the Company recorded $ 722,278 and $ 359,957 excise tax liability as of December 31,

2024 and 2023, respectively.

In connection with the unpaid balance of $ 359,957 from 2023, the Company accrued an additional $ 89,989 in penalties and $ 31,197 in interest

as of December 31, 2024, based on applicable IRS rules for failure-to-pay penalties and estimated interest on excise tax liabilities recorded

as excise tax payable.

The Company will continue to monitor for updates to the Company’s business along with guidance issued

with respect to the IR Act to determine whether any adjustments are needed to the Company’s tax provision in future periods.

Risks and Uncertainties

United States and global

markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict

and the recent escalation of the Israel-Hamas conflict.

In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty

Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the

European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals

and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication

payment system.

Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance

to Ukraine and to Israel, increasing geopolitical tensions among a number of nations.

The invasion of Ukraine by Russia and the escalation

of the Israel-Hamas conflict and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States,

the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that

could have a lasting impact on regional and global economies.

Although the length and impact of the ongoing conflicts are highly unpredictable,

they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply

chain interruptions and increased cyberattacks against U.S.

Additionally, any resulting sanctions could adversely affect the

global economy and financial markets and lead to instability and lack of liquidity in capital markets.

OSR HOLDINGS, INC.

(f/k/a Bellevue Life Sciences Acquisition Corp.)

CONSOLIDATED FINANCIAL STATEMENTS

Prepaid expenses

(12) Equity method investment

Details of investment under the equity method are as follows:

December 31, 2025 December 31, 2024

Location Main business Ownership Book value Ownership Book value

Taction Co., LTD Korea Software development 33.3 % $ -

The summarized financial information of investment under the equity

method as of the closing date and for the current period is as follows:

As of and for the year ended

December 31, 2025

Any of the above mentioned

factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian

invasion of Ukraine, the escalation of the Israel-Hamas conflict and subsequent sanctions or related actions, could adversely affect the

Company’s search for an initial business combination and any target business with which the Company may ultimately consummate an

initial business combination.

The excise tax included in the Inflation Reduction

Act of 2022 may decrease the value of the Company’s securities following its initial business combination, hinder its

ability to consummate an initial business combination, and decrease the amount of funds available for distribution in connection with

a liquidation.

NOTE 6–COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION

The Company’s common

stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of

uncertain future events.

Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity,

outside of the stockholders’ deficit section of the Company’s consolidated balance sheets.

The following is a reconciliation

of the Company’s common stock subject to possible redemption as of December 31, 2024:

Gross proceeds from Initial Public Offering

Proceeds allocated to public warrants and rights

( 1,236,527 )

Offering costs allocated to common stock subject to possible redemption

Comprehensive

Taction Co., LTD

There is no equity method valuation applied on investments in associate

for the years ended December 31, 2025 or 2024.

Taction Co., Ltd.

was incorporated to engage in software development

and IT consulting.

As no practical plan to generate revenue and maintain going-concern basis in the foreseeable future was provided, the

Parent recognized impairment loss amounting to acquisition cost.

(13) Equipment and vehicles, net

Equipment and vehicles consist as of December 31, 2025 and December

Office equipment

Tools and instruments

Machinery and equipment

Less accumulated depreciation

Equipment and vehicles, net

(14) Goodwill

Changes of goodwill for the years ended December 31, 2025 and 2024

are as follows:

For the year ended December 31,

Business combination

exchange rate

For the year ended December 31, 2024

Business combination

exchange rate

$ ( 3,411,156 )

Redemption of common stock in connection with Trust extension

(15) Intangible assets, net

The acquired intangible assets, all of which are being amortized, have

an average useful life of approximately 20 years.

Intangible assets consist of the following as of December 31, 2025 and December 31,

As of December 31, 2025

useful life Gross carrying

amount Accumulated

amortization Net carrying

Technology license 20 years $ 100,221 $ 94,586 $ 5,635

Customer relationship 20 years 593,273 355,964 237,309

Patent technology 20 years 168,845,947 26,626,257 142,219,690

$ 169,539,441 $ 27,076,807 $ 142,462,634

Accretion on common stock subject to possible redemption

Balance, December 31, 2023

Redemption of common stock in connection with Trust extension

As of December 31, 2024

useful life Gross carrying

amount Accumulated

amortization Net carrying

Technology license 20 years $ 97,828 $ 78,439 $ 19,389

Customer relationship 20 years 579,107 231,643 347,464

Patent technology 20 years 164,814,319 17,124,320 147,690,000

$ 165,491,254 $ 17,434,402 $ 148,056,852

Accretion on common stock subject to possible redemption

Balance, December 31, 2024

NOTE 7–STOCKHOLDERS’ DEFICIT

Preferred Stock

The Company is authorized to issue 1,000,000 shares

of preferred stock with a par value of $ 0.0001 per share.

As of December 31, 2024 and 2023, there were no shares of

preferred stock issued or outstanding.

Pursuant to the Charter, the Company is authorized

to issue 100,000,000 shares of Common Stock, $ 0.0001 par value.

As of December 31, 2024, there were 2,155,000 shares

of Common Stock outstanding, excluding 164,752 shares of common stock subject to possible redemption that are reflected in temporary

equity in the consolidated balance sheets.

As of December 31, 2023, there were 2,155,000 shares of Common Stock outstanding,

excluding 3,467,954 shares of common stock subject to possible redemption that are reflected in temporary equity in the consolidated

balance sheets.

Common stockholders of record are entitled to

one vote for each share held on all matters to be voted on by stockholders.

OSR HOLDINGS, INC.

(f/k/a Bellevue Life Sciences Acquisition Corp.)

CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2024

Accumulated amortization expense for intangible assets is $ 9,298,838

and $ 9,630,728 for the years ended December 31, 2025 and 2024, respectively.

(16) Short-term borrowings and short-term corporate bonds

The Group has a loan agreement with BCM Europe AG and as of December

31, 2025, the outstanding balance was $ 1,062,091 ( 3.00 % interest rate at December 31, 2025), which matures in 2026 .

The Group has multiple loan agreements with an individual and as of

December 31, 2025, the outstanding balance was $ 1,261,380 ( 0 % interest rate at December 31, 2025), which mature various dates in 2026 .

The Group has a loan agreement with Duksung Co., Ltd and as of December

31, 2025, the outstanding balance was $ 650,000 ( 7.00 % interest rate at December 31, 2025), which matures in October 2026 .

The Group has a loan agreement with BGLSI and as of December 31, 2025,

the outstanding balance was $ 1,218,000 ( 0 % interest rate at December 31, 2025), which matures in 2026 .

The Group has multiple loan agreements with an individual and as of

December 31, 2025, the outstanding balance was $ 105,000 ( 0 % interest rate at December 31, 2025), which mature various dates in 2026 .

The Group has a convertible note agreement with White Lion Capital

and as of December 31, 2025, the outstanding balance was $ 46,804 ( 5.00 % interest rate at December 31, 2025), which mature various dates

The Group has a loan agreement with BCM Europe AG and as of December

31, 2024, the outstanding balance was $ 600,000 ( 3.00 % interest rate at December 31, 2024).

The Group has a loan agreement with BCM Europe AG and as of December

31, 2024, the outstanding balance was $ 260,000 ( 3.00 % interest rate at December 31, 2024).

The Group has a loan agreement with OSR Holdings, Inc.

(f/k/a Bellevue

Life Sciences Acquisition Corp.) and as of December 31, 2024, the outstanding balance was $ 300,000 ( 3.96 % interest rate at December 31,

2024), which matures in October 2025 .

The Group has a loan agreement with an individual and as of December

31, 2024, the outstanding balance was $ 50,000 ( 7.00 % interest rate at December 31, 2024), which matures in December 2025.

The Group has multiple loan agreements with an individual and as of

December 31, 2024, the outstanding balance was $ 408,163 ( 0 % interest rate at December 31, 2024), which mature various dates in 2025 .

Details of convertible note agreement with White Lion Capital issued

on May 6, 2025 and outstanding as of December 31, 2025 are as follows:

Classification

USD 1,110,000

Stated interest rate

Guaranteed yield upon conversion

Exercise price adjustments

Issuance of new shares for consideration (paid-in capital increase), stock dividends and capitalization of reserves, mergers, capital reduction, stock split and consolidation, reduction of capital and stock consolidation, etc.

Conversion condition

Variable Conversion Price.

At any time, and from time to time, the Holder may utilize the Variable Conversion Price for conversions of this Note into Common Stock.

The Variable Conversion Price shall be a rate per share equal to 95% multiplied by the Market Price (as defined herein) (representing a discount rate of 5%) (the “Variable Conversion Price”).

“Market Price” means the lowest daily VWAP of the Common Stock during the fifteen (15) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date.

“Trading Price” means the lowest volume-weighted average daily price as reported on the principal securities exchange or trading market where such security is quoted, listed or traded or, if no trading price of such security is available in any of the foregoing manners, the average of the trading prices of any market makers for such security that are listed in the “pink sheets” by the National Quotation Bureau, Inc.

“Trading Day” shall mean any day on which the Common Stock is tradable for any period on the NASDAQ stock market or on the principal securities exchange or other securities market on which the Common Stock is then being quoted or traded.

The conversion right on the above convertible bonds is classified as

other financial liabilities.

(17) Long-term debt

The Group has long-term debt agreements with individuals and as of

December 31, 2024, the total outstanding balance was $ 497,615 ( 4.6 % interest rate at December 31, 2024), which matures in 2030 .

The Group has operating leases for properties, including manufacturing

plants and offices.

Leases have remaining lease terms of longer than 12 months, some of

which include options to extend the lease and some include options to terminate the lease before term.

The Group does not assume renewals

in our determination of the lease term, unless the renewals are deemed to be reasonably certain as of the commencement date of the lease.

Lease agreements do not contain any material residual value guarantees or material variable lease payments.

The Group has entered into various operating leases with a lease term

of 12 months or less.

The Group has elected to not capitalize leases with a lease term of 12 months or less.

As the rate implicit in most of our leases is not readily determinable,

the Group uses its estimated incremental borrowing rate based on the information available at the commencement date in determining the

present value of the lease payments.

The lease expense is included in rent expense of Selling, general and

administrative expenses in the consolidated statements of operation and the amounts for the years ended December 31, 2025 and 2024, are

Years ended December 31

Operating lease expense

Supplemental balance sheet information related to leases is as follows:

As of December 31

2024 and 2023, there were 7,330,000 Warrants outstanding.

The Warrants that are a part of the Units (the “Warrants”)

may be exercised at a price of $ 11.50 per share, subject to adjustment as described in this prospectus.

The Public Warrants will

become exercisable on 30 days after the completion of a Business Combination.

The Warrants have an

exercise price of $ 11.50 per share and will expire five years after the completion of a Business Combination or earlier

upon redemption or liquidation.

Redemption of warrants when the price per Common Stock equals or exceeds $ 16.50 .

Once the Warrants become

exercisable, the Company may call the Warrants for redemption:

in whole and not in part;

● at a price of $ 0.01 per Warrant;

● upon not less than 30 days ’ prior written notice of redemption given after the Warrants become exercisable;

● if, and only if, the reported last sale price of the Common Stock equals or exceeds $ 16.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 -trading day period commencing once the Warrants become exercisable and ending three business days before the date on which the Company sends the notice of redemption to the Warrant holders, and

if, and only if, there is a current registration statement in

effect with respect to the shares of Common Stock underlying such Warrants at the time of redemption and for the

entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption.

The Private Placement

Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement

Warrants and the shares of Common Stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable

or salable until after the completion of a Business Combination, subject to certain limited exceptions.

The exercise price and

number of shares of Common Stock issuable on exercise of the warrants may be adjusted in certain circumstances including in the event

of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation.

However, the warrants

will not be adjusted for issuances of shares of Common Stock at a price below their respective exercise prices.

Additionally,

in no event will the Company be required to net cash settle the warrants.

If the Company is unable to complete a Business Combination

within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any

of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the

Trust Account with the respect to such warrants.

Accordingly, the warrants may expire worthless.

In addition, if (x) the Company issues additional

shares of Common Stock or equity-linked securities for capital raising purposes in connection with the closing of its initial business

combination at an issue price or effective issue price of less than $ 9.50 per share of Common Stock (with such issue price or effective

issue price to be determined in good faith by the Company’s Board), (y) the aggregate gross proceeds from such issuances represent

more than 60 % of the total equity proceeds, and interest thereon, available for the funding of the initial business combination (net

of redemptions), and (z) the Market Value is below $ 9.50 per share, the exercise price of the warrants will be adjusted (to

the nearest cent) to be equal to 115 % of the Market Value, and the $ 16.50 per share redemption trigger price described above

will be adjusted (to the nearest cent) to be equal to 165 % of the Market Value.

Equity Participation Shares

The Company agreed to

issue to the underwriters at the closing of the Initial Public Offering up to 34,500 Equity Participation Shares, including

over-allotment, which will be issued upon the completion of the Initial Business Combination.

If the over-allotment option is not exercised

in full, the Equity Participation Shares will be reduced pro rata.

OSR HOLDINGS, INC.

(f/k/a Bellevue Life Sciences Acquisition Corp.)

CONSOLIDATED FINANCIAL STATEMENTS

Operating leases:

Total operating lease right-of-use assets $ 60,425 $ 78,484

Current operating lease liabilities $ 46,961 $ 44,741

Non-current operating lease liabilities 12,551 33,372

Total operating lease liabilities $ 59,512 $ 78,113

Weighted-average remaining lease term

Operating leases 16.3 months 24.1 months

Weighted-average discount rate

Operating leases 16.6 % 17.9 %

The following table summarizes maturities of lease liabilities in undiscounted

basis as of December 31, 2025

Total undiscounted lease payments

Less imputed interest

Total lease liabilities

Other information related to leases as of December 31, 2025 and 2024

were as follows:

Supplemental cash flow information:

Cash paid for amounts included in the measurement of lease liabilities:

Cash used in operations for operating leases

ROU assets obtained in exchange for lease obligations:

Operating leases

Reductions to ROU assets resulting from reductions to lease obligations:

Operating leases

(19) Post-employment benefits

The Group maintains a defined contribution retirement benefit plan

for its employees.

The Group is obligated to pay fixed contributions to an independent fund, and the amount of future retirement benefits

to be paid to employees is determined by the contributions made to the fund, etc., and the investment income generated from those contributions.

Plan assets are managed independently from the Group’s assets in a fund managed by a trustee.

Darnatein’s pension plan has converted from the DB type to the

DC type at the end of March 31, 2017, and is obligated to pay severance payment as DB type which incurred before the March 31, 2017.

Meanwhile, expenses recognized by the Group in relation to the defined

contribution retirement benefit plan for the years ended December 31, 2025 and 2024 are $ 405,201 and $ 122,035 , respectively.

(20) Related party transactions

As of December 31, 2025, the Group’s related parties are as follows:

Type Related parties

Ultimate parent entity Bellevue Capital Management LLC

Major shareholder of the Parent BCM Europe AG

Subsidiaries RMC, VAXIMM, Darnatein, OSR Holdings Co., Ltd.

Associates Taction Co., Ltd.

Other related parties Bellevue Global Life Sciences Investors LLC

Bellevue Global Life Sciences Acquisition Corp

There are no sales and procurement transactions and treasury transactions

with related parties for the years ended December 31, 2025 and 2024.

Details of receivables and payables from related party transactions

as at December 31, 2025 and December 31, 2024 are as follows:

December 31, 2025

The Company complies with the requirements

of ASC 340-10-S99-1 and SEC SAB Topic 5A.

Offering costs consist principally of professional and registration

fees incurred through the date of the consolidated financial statements that are related to the Initial Public Offering.

costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction in equity.

Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately.

Except in cases where the Company is not the surviving

company in a business combination, each holder of a right will automatically receive one-tenth (1/10) of a share of

common stock upon consummation of its initial business combination, even if the holder of a public right converted all shares of common

stock held by him, her or it in connection with the initial business combination or an amendment to the Company’s certificate of

incorporation with respect to its pre-business combination activities.

In the event the Company will not be the surviving

company upon completion of its initial business combination, each holder of a right will be required to affirmatively convert his, her

or its rights in order to receive the one-tenth (1/10) of a share underlying each right upon consummation of the business

No additional consideration will be required to be paid by a holder of rights in order to receive his, her or its additional

shares of common stock upon consummation of an initial business combination.

The shares issuable upon exchange of the rights will be freely

tradable (except to the extent held by affiliates of the Company).

If the Company enters into a definitive agreement for a business combination

in which the Company will not be the surviving entity, the definitive agreement will provide for the holders of rights to receive the

same per share consideration the holders of the common stock will receive in the transaction on an as-converted into common

NOTE 8-FAIR VALUE MEASUREMENTS

The following table presents

information about the Company’s assets that are measured at fair value on December 31, 2024, and indicates the fair value

hierarchy of the valuation inputs the Company utilized to determine such fair value:

Investments held in Trust Account

The following table presents

information about the Company’s assets that are measured at fair value on December 31, 2023, and indicates the fair value

hierarchy of the valuation inputs the Company utilized to determine such fair value:

Investments held in Trust Account

There were no transfers between Levels

1, 2 and 3 during the years ended December 31, 2024 and 2023.

OSR HOLDINGS, INC.

(f/k/a Bellevue Life Sciences Acquisition Corp.)

CONSOLIDATED FINANCIAL STATEMENTS

Related parties Short-term borrowings

BCM Europe AG Major shareholder of the Parent $ 1,062,091

Key management Individuals 1,261,380

December 31, 2024

NOTE 9–SEGMENT REPORTING

ASC Topic 280, “Segment Reporting,”

establishes standards for companies to report in their consolidated financial statement information about operating segments, products,

services, geographic areas, and major customers.

Operating segments are defined as components of an enterprise for which separate financial

information is available that is regularly evaluated by the Company’s CODM, or group, in deciding how to allocate resources and

assess performance.

The Company’s CODM has been identified as

the Chief Financial Officer, who reviews the operating results for the Company as a whole to make decisions about allocating resources

and assessing financial performance.

Accordingly, management has determined that the Company only has one reportable segment.

The CODM assess performance for the single segment

and decides how to allocate resources based on net income or loss that also is reported on the consolidated statements of operations as

net income or loss.

The measure of segment assets is reported on the consolidated balance sheets as total assets.

When evaluating the

Company’s performance and making key decisions regarding resource allocation the CODM reviews several key metrics, which include

the following:

General and administrative expenses

Interest earned on investments held in the Trust Account

The CODM reviews interest earned on the Trust

Account to measure and monitor stockholder value and determine the most effective strategy of investment with the Trust Account funds

while maintaining compliance with the trust agreement.

General and administrative expenses are reviewed and monitored by the CODM to manage

and forecast cash to ensure enough capital is available to complete a business combination within the business combination period.

CODM also reviews general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned

with all agreements and budget.

General and administrative costs, as reported on the consolidated statements of operations, are the significant

segment expenses provided to the CODM on a regular basis.

All other segment items included in net income

or loss are reported on the consolidated statements of operations and described within their respective disclosures.

NOTE 10–SUBSEQUENT EVENTS

The Company evaluated subsequent events to

determine if events or transactions occurred after the balance sheet date up to the date the consolidated financial statements were

The Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated

financial statements, other than the following:

Annual Meeting of Stockholders

On February 13, 2025, the Company held a special

meeting of its stockholders (the “Special Meeting”).

At the Special Meeting, the Company’s stockholders approved several

proposals to amend the Company’s Charter.

The stockholders approved the business combination (the “Business Combination”)

reflected by the Amended and Restated Business Combination Agreement, dated May 23, 2024, as amended on December 20, 2024 (the “Business

Combination Agreement”).

The stockholders also approved to change Bellevue Life Sciences Acquisition Corp.’s name to “OSR,

Inc.” The stockholders also approved to increase the number of shares of preferred stock that can be issued from 1,000,000 shares

to 20,000,000 shares.

The stockholders also approved to provide that directors may be removed by the affirmative vote of the holders of

at least 66 2/3% of the voting power instead of for cause and by the affirmative vote of holders of a majority of the voting power.

stockholders also approved to eliminate the current limitations on the corporate opportunity doctrine.

The stockholders also approved

to provide that the quorum required for stockholder meetings is the holders of one-third in voting power of then outstanding shares of

capital stock entitled to vote at the meeting instead of the holders of a majority in voting power of then outstanding shares of capital

stock entitled to vote at the meeting.

The stockholders also approved to all other changes including eliminating certain provisions related

to special purpose acquisition companies that will no longer be relevant following the closing of the Business Combination.

The stockholders

also approved to elect nine (9) individuals as directors of OSR, Inc.

following the closing of the Business Combination until their respective

successors are duly elected and qualified.

The stockholders also approved, for purposes of complying with the applicable listing rules

of the Nasdaq Stock Market LLC, the issuance of shares of OSR, Inc.

common stock pursuant to the Business Combination Agreement in connection

with the Business Combination.

In connection with the votes to approve the Adjournment Proposal, 57,821 shares of common stock

of the Company were tendered for redemption.

Sponsor Advances

On April 11, 2025 and April 14, 2025, the Sponsor transferred $ 30,478

and $ 15,241 , respectively, to the Company.

These amounts are expected to be applied as reductions to the outstanding balance of due to

Affiliate, which totaled $ 72,000 as of December 31, 2024.

Following these transfers, the outstanding balance is expected to be reduced

to $ 26,281 .

Related parties Short-term borrowings

BCM Europe AG Major shareholder of Parent $ 860,000

Bellevue Life Sciences Acquisition Corp.

Other related parties 300,000

Key management Individuals 639,796

Compensations paid or accrued to key management of the Parent for the

years ended December 31, 2025 and 2024 are as follows:

For the years ended

December 31, 2025

December 31, 2024

The Group’s key management includes registered directors who

have important authority and responsibility for planning, operation, and control of the Group’s business activities.

No collateral or guarantee were provided for related parties and were

received from related parties as of December 31, 2025 and December 31, 2024.

(21) Administrative

Details of administrative expenses for the years ended December 31,

2025 and 2024 are as follows:

For the year ended

Retirement payment

Employee benefits

Travel expenses

Entertainment expenses

Communication cost

Depreciation cost

Amortization of intangible assets

Insurance cost

Vehicle maintenance fee

Allowance for expected credit losses

Research and development expenses

Transportation cost

Training cost

Publishing fee

Office supplies fee

Consumable cost

Commisions and professional fee

Building management fee

Advertising expenses

summary of income tax benefit for the years ended December 31, 2025 and 2024, is as follows:

ended December 31

jurisdiction (Republic of Korea)

is no deferred tax recognized in other than net income for the years ended December 31, 2025 and 2024.

provision for income taxes differs from that computed by applying statutory rates to loss before income taxes.

Explanations of the relationship

between income tax benefits and accounting loss for the years ended December 31, 2025 and 2024 are as follows:

Loss before income taxes

$ ( 28,888,361 )

$ ( 11,892,678 )

Income tax based on statutory tax rate

Special tax for rural areas

Unrecognized changes in temporary differences

( 2,110,974 )

Others (changes in effective tax rate)

( 1,865,256 )

Income tax benefits

assessing the reliability of deferred tax assets, management considers whether it is more likely than not that some portion or all of

the deferred tax assets will not be realized.

The ultimate realization of deferred tax assets is dependent upon the generation of future

taxable income during the periods in which those temporary differences become deductible.

Management considers the scheduled reversal

of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment.

Based upon these

considerations as of December 31, 2025 and 2024, the Company had a full valuation allowance for the net deferred tax assets on one of

its Asian subsidiaries and certain of its European subsidiaries.

Also, as of December 31, 2025 and 2024, the Company had a partial valuation

allowance offsetting certain deferred tax assets of another one of its Asian subsidiaries.

Management believes that it is more likely

than not that the Company will realize the benefits of the remaining deductible differences, net of valuation allowances, at December

that result in deferred tax assets and liabilities at December 31, 2025 and 2024 are as follows:

ended December 31

Deferred tax assets:

payable (severance)

of intangible assets

operating loss carryforward

Gross Deferred tax assets

( 1,412,120 )

deferred tax assets

Deferred tax liabilities:

( 27,021,305 )

( 28,035,508 )

deferred tax liabilities

( 27,021,305 )

( 28,035,508 )

tax liabilities

$ ( 26,820,790 )

$ ( 27,943,407 )

Company did not have any material uncertain tax positions, which should be recognized in the consolidated financial statements as of

December 31, 2025.

In addition, the Company did not have any unrecognized tax benefits, which, if recognized, would affect the effective

tax rate for the years then ended.

Basic loss per share for the years ended December 31, 2025 and 2024

are calculated as follows:

For the year ended

(The United States Dollar in unit and number of shares)

$ ( 18,010,899 )

$ ( 10,328,910 )

Weighted average number of ordinary shares outstanding (B)

Basic loss per ordinary share (A/B)

Weighted average number of ordinary shares outstanding for the years

ended December 31, 2025 and 2024 are calculated as follows:

the year ended

Ordinary shares

outstanding at the beginning

Changes due to business combination

Shares issued due to ELOC

Shares issued due to Convertible

note conversion

issued due to Warrant conversion

Weighted average number

of ordinary shares outstanding

Diluted loss per share for the years ended December 31, 2025 and 2024

are calculated as follows:

For the year ended

(The United States Dollar in unit and number of shares)

$ ( 17,997,745 )

$ ( 10,328,910 )

Weighted average number of ordinary shares outstanding (B)

Diluted loss per ordinary share (A/B)

Weighted average number of ordinary shares including diluted effects

outstanding for the years ended December 31, 2025 and 2024 are calculated as follows:

For the year ended

(Number of shares)

Weighted average number of ordinary shares outstanding beginning

Diluted effect) Convertible bonds conversion effect

Diluted effect) Warrant conversion effect

Weighted average number of ordinary shares outstanding

(24) Commitment

and contingencies

The Group has no pending litigation cases arising in the ordinary course

of business as of December 31, 2025 and December 31, 2024.

OSRK has entered into various contractual commitments related to the acquisition

of VAXIMM including a future financial obligation of CHF 28,898 underlying as of December 31, 2025.

Meanwhile, both parties have agreed

to remove section 6.1.3 of the license agreement that states that in the event of the Parent’s sale to a third party, the Licensor

shall reimburse the Licensee for reasonable costs and expenses incurred in the preparation, submission, maintenance, prosecution, and

enforcement process.

Group operates in one operating segment.

Operating segments are defined as components of an enterprise about which separate financial

information is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and

assessing performance.

The Group’s CODM role is fulfilled by the Executive Leadership Team, who allocates resources and assesses

performance based upon consolidated financial information.

The geographic segments for the long-lived assets and ROU assets are disclosed

are no external customers that account for more than 10% of sales for the reporting period.

(26) Subsequent

The Group has evaluated subsequent events from the balance sheet date

through March 27, 2026, the date at which the consolidated financial statements were available to be issued and determined that there

are no other items to disclose, except the following:

be updated regarding Woori IO

On January 26, 2026, OSRK completed a comprehensive share exchange

with Woori IO Co., Ltd.

(“Woori IO”) pursuant to a Share Exchange Agreement dated October 13, 2025.

As a result of the share

exchange, Woori IO became a wholly-owned subsidiary of the Group.

In connection with the transaction, OSRK issued 84,338 shares of registered

common stock (par value of KRW 5,000 per share) as newly issued shares.

Woori IO is a medical device company engaged in the development of

a non-invasive blood glucose monitoring device based on near-infrared spectroscopy ("NIRS") technology.

Woori IO is currently

in a technology development collaboration with Samsung Electronics Co., Ltd.

Following the completion of the acquisition of Woori IO, the Group

is evaluating potential strategic collaboration initiatives between Woori IO and the Group’s existing medical device distribution

subsidiary, RMC.

In addition, pursuant to agreements with Woori IO and its management,

OSRK advanced loans of approximately $ 0.4 million (KRW 640 million) during the year ended December 31, 2025.

Agreement for Share Exchange with Non-Participating Shareholders

to the Business Combination Agreement, the Group had previously entered into a joinder agreement with certain non-participating shareholders

on February 10, 2025, which contemplated a share exchange arrangement.

Under this agreement, the non-participating shareholders were

entitled to transfer their shares of OSR Holdings Co., Ltd.

(“OSRK”) to OSRH in exchange for shares of OSRH upon the occurrence

of specified conditions.

to the reporting period, certain non-participating shareholders exercised their put options, and an aggregate of 410,721 shares of OSRK

were transferred in exchange for 5,323,986 shares of OSRH.

The effective date of the share exchange was January 30, 2026.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures