Blue Acquisition (BACC) sponsor acquires 391,000 private placement units

Rhea-AI Filing Summary

Blue Acquisition Corp. reported that Blue Holdings Sponsor LLC purchased 391,000 Class A ordinary shares as part of 391,000 private placement units, each priced at $10 and including one share plus a right. The filing mainly reflects a change in beneficial ownership after former CEO Ketan Seth resigned and forfeited his interests, with interim CEO and CFO David Bauer now serving as managing member of Blue Holdings Management LLC and potentially deemed a beneficial owner through the sponsor.

Insights

Insider transactions analyst

Sponsor entity bought 391,000 Class A shares via private units.

The filing shows Blue Holdings Sponsor LLC purchasing 391,000 Class A ordinary shares embedded in 391,000 private placement units at $10 per unit. Each unit consists of one share and a right to receive one-tenth of a share upon the initial business combination.

The narrative emphasizes a shift in beneficial ownership: former CEO Ketan Seth resigned and forfeited his interests, while interim CEO and CFO David Bauer became managing member of Blue Holdings Management LLC, which controls the sponsor. Bauer may be deemed a beneficial owner but disclaims ownership beyond his pecuniary interest. Overall, this appears as a structural sponsor purchase and governance change rather than a new discretionary market trade.

Insider Trade Summary

1 transaction reported

Net Buy 1 txn

Insider Blue Holdings Sponsor LLC, Blue Holdings Management LLC, Bauer David Raphael

Role null | null | CEO and CFO

Bought 391,000 shs ($0.00)

Type	Security	Shares	Price	Value
Purchase	Class A ordinary shares	391,000	$0.00	--

Holdings After Transaction: Class A ordinary shares — 391,000 shares (Direct, null)

Footnotes (1)

1. This filing is being made solely to reflect a change in the beneficial owner of securities held by Blue Holdings Sponsor LLC ("Sponsor"). On June 16, 2026, Ketan Seth, the former Chief Executive Officer of the Issuer (a position from which Mr. Seth resigned as of June 9, 2026), resigned from his position as the managing member of Blue Holdings Management LLC ("BHM"), the managing member of the Sponsor, and forfeited and surrendered to BHM any and all rights, tile or interest in and to any membership units of BHM and any securities of the Issuer, including, without limitation, any right, title or interest to or in any securities of the surviving public company upon and after the consummation (the "Closing"), if any, of the proposed business combination transaction between the Issuer and Blockfusion USA, Inc. Upon the resignation and forfeiture by Ketan Seth, David Bauer, the Issuer's interim Chief Executive Officer and Chief Financial Officer, was appointed as the managing member of BHM and holds voting and investment discretion with respect to the securities held of record by the Sponsor. As such, Mr. Bauer may be deemed to have beneficial ownership of the securities held of record by the Sponsor. Mr. Bauer disclaims any beneficial ownership except to the extent of his pecuniary interest therein. Reflects the 391,000 Class A ordinary shares of Blue Acquisition Corp. (the "Issuer") that are included in the 391,000 private placement units of the Issuer purchased by Blue Holdings Sponsor LLC ("Sponsor"). Each private placement unit was purchased for $10 per unit and consists of one Class A ordinary share and one right to receive one-tenth (1/10) of one Class A ordinary share upon consummation of the Issuer's initial business combination.

Key Figures

Shares purchased: 391,000 Class A ordinary shares Private placement units: 391,000 units Unit purchase price: $10 per unit +2 more

5 metrics

Shares purchased 391,000 Class A ordinary shares Included in private placement units held by Blue Holdings Sponsor LLC

Private placement units 391,000 units Each unit includes one Class A share and one right

Unit purchase price $10 per unit Price paid by Blue Holdings Sponsor LLC for private placement units

Post-transaction holding 391,000 shares Total Class A ordinary shares following the reported transaction

Right conversion ratio 1/10 of one share per right Each right delivers one-tenth of a Class A share at business combination

Key Terms

beneficial ownership, private placement units, initial business combination, Class A ordinary shares, +1 more

5 terms

beneficial ownership financial

"As such, Mr. Bauer may be deemed to have beneficial ownership of the securities held of record by the Sponsor."

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

private placement units financial

"Reflects the 391,000 Class A ordinary shares ... included in the 391,000 private placement units of the Issuer purchased by Blue Holdings Sponsor LLC."

initial business combination financial

"one right to receive one-tenth (1/10) of one Class A ordinary share upon consummation of the Issuer's initial business combination."

An initial business combination is the deal in which a special-purpose acquisition company (SPAC) merges with or acquires an operating business to bring that business onto public markets. Think of the SPAC as an empty shell that raises money from investors, then uses that cash to buy a private company—this transaction turns the private company into a public one and often changes its ownership, valuation, and access to capital, so investors should watch for shifts in risk, future growth prospects, and shareholder rights.

Class A ordinary shares financial

"Reflects the 391,000 Class A ordinary shares of Blue Acquisition Corp. that are included in the 391,000 private placement units."

Class A ordinary shares are a type of ownership stake in a company that typically grants voting rights to shareholders, allowing them to have a say in important company decisions. They often come with priority in receiving dividends or profits, making them attractive to investors seeking influence and potential income. These shares help distinguish different levels of ownership and rights within a company's stock structure.

pecuniary interest financial

"Mr. Bauer disclaims any beneficial ownership except to the extent of his pecuniary interest therein."

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Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Blue Holdings Sponsor LLC

(Last) (First) (Middle)

C/O BLUE ACQUISITION CORP.

1601 ANITA LANE

(Street)

NEWPORT BEACH CALIFORNIA 92660

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Blue Acquisition Corp/Cayman [ BACC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/16/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A ordinary shares	06/16/2025		P		391,000(3)	A	(1)(2)	391,000(3)	D(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Blue Holdings Sponsor LLC

(Last) (First) (Middle)

C/O BLUE ACQUISITION CORP.

1601 ANITA LANE

(Street)

NEWPORT BEACH CALIFORNIA 92660

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Blue Holdings Management LLC

(Last) (First) (Middle)

C/O BLUE ACQUISITION CORP.

1601 ANITA LANE

(Street)

NEWPORT BEACH CALIFORNIA 92660

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Bauer David Raphael

(Last) (First) (Middle)

C/O BLUE ACQUISITION CORP.

1601 ANITA LANE

(Street)

NEWPORT BEACH CALIFORNIA 92660

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CEO and CFO

Explanation of Responses:

1. This filing is being made solely to reflect a change in the beneficial owner of securities held by Blue Holdings Sponsor LLC ("Sponsor"). On June 16, 2026, Ketan Seth, the former Chief Executive Officer of the Issuer (a position from which Mr. Seth resigned as of June 9, 2026), resigned from his position as the managing member of Blue Holdings Management LLC ("BHM"), the managing member of the Sponsor, and forfeited and surrendered to BHM any and all rights, tile or interest in and to any membership units of BHM and any securities of the Issuer, including, without limitation, any right, title or interest to or in any securities of the surviving public company upon and after the consummation (the "Closing"), if any, of the proposed business combination transaction between the Issuer and Blockfusion USA, Inc.

2. Upon the resignation and forfeiture by Ketan Seth, David Bauer, the Issuer's interim Chief Executive Officer and Chief Financial Officer, was appointed as the managing member of BHM and holds voting and investment discretion with respect to the securities held of record by the Sponsor. As such, Mr. Bauer may be deemed to have beneficial ownership of the securities held of record by the Sponsor. Mr. Bauer disclaims any beneficial ownership except to the extent of his pecuniary interest therein.

3. Reflects the 391,000 Class A ordinary shares of Blue Acquisition Corp. (the "Issuer") that are included in the 391,000 private placement units of the Issuer purchased by Blue Holdings Sponsor LLC ("Sponsor"). Each private placement unit was purchased for $10 per unit and consists of one Class A ordinary share and one right to receive one-tenth (1/10) of one Class A ordinary share upon consummation of the Issuer's initial business combination.

	/s/ David Bauer, Managing Member of Blue Holdings Management LLC, Managing Member of Blue Holdings Sponsor LLC	06/18/2026
	/s/ David Bauer	06/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Blue Acquisition Corp (BACC) report?

Blue Acquisition Corp reported that Blue Holdings Sponsor LLC acquired 391,000 Class A ordinary shares embedded in 391,000 private placement units. Each unit cost $10 and includes one share plus a right to receive one-tenth of a share upon the company’s initial business combination.

Who is considered the beneficial owner of the 391,000 Blue Acquisition (BACC) shares?

The shares are held of record by Blue Holdings Sponsor LLC. After leadership changes, interim CEO and CFO David Bauer, as managing member of Blue Holdings Management LLC, holds voting and investment discretion and may be deemed a beneficial owner, while he disclaims ownership beyond his pecuniary interest.

How are the Blue Acquisition (BACC) private placement units structured?

Each of the 391,000 private placement units purchased by Blue Holdings Sponsor LLC was priced at $10 and consists of one Class A ordinary share and one right. Each right entitles the holder to receive one-tenth of one Class A ordinary share upon completion of Blue Acquisition’s initial business combination.

What leadership changes at Blue Acquisition (BACC) are linked to this Form 4?

The filing notes that former CEO Ketan Seth resigned as of June 9, 2026 and forfeited his interests in Blue Holdings Management LLC and issuer securities. Following this, interim CEO and CFO David Bauer became managing member of Blue Holdings Management LLC, which controls the sponsor holding the reported securities.

Is the Blue Acquisition (BACC) Form 4 a new investment or a beneficial ownership update?

The Form 4 reflects both a sponsor purchase and a change in beneficial ownership. It records 391,000 Class A shares within private placement units held by the sponsor and clarifies that, after management changes, David Bauer may be deemed a beneficial owner through his role at Blue Holdings Management LLC.