[8-K] Blue Acquisition Corp. Unit Reports Material Event

Rhea-AI Filing Summary

Blue Acquisition Corp has successfully completed its initial public offering (IPO) on June 16, 2025, raising $201.25 million through the sale of 20,125,000 units at $10.00 per unit. Each unit comprises one Class A ordinary share and one right to receive one-tenth of a Class A ordinary share upon business combination completion.

Key highlights of the transaction include:

• Full exercise of underwriters' over-allotment option for 2,625,000 additional units
• Concurrent private placement of 592,250 units raising $5.92 million, with 391,000 units sold to Blue Holdings Sponsor LLC and 201,250 units to BTIG, LLC and Roberts & Ryan, Inc.
• Total of $201.25 million ($10.00 per unit) placed in trust account with Continental Stock Transfer & Trust Company
• Trust amount includes up to $7.04 million in deferred underwriter's discount

The company is classified as an emerging growth company and trades on Nasdaq under symbols BACCU (units), BACC (shares), and BACCR (rights).

Positive

• Successfully completed IPO raising $201.25M through sale of 20,125,000 units at $10.00 per unit, including full exercise of over-allotment option
• Secured additional $5.92M through private placement of units to sponsor and strategic investors
• 100% of IPO proceeds ($201.25M) placed in trust account, providing strong protection for public shareholders

Negative

• None.

Insights

SPAC Analyst

Blue Acquisition Corp. successfully completed its $201.25M IPO with full over-allotment exercise, establishing its SPAC structure for future acquisitions.

Blue Acquisition Corp. has successfully completed its initial public offering, raising $201.25 million through the sale of 20,125,000 units at $10.00 each. The full exercise of the underwriters' 2,625,000-unit over-allotment option signals strong initial market interest in this SPAC. Each unit's structure—comprising one Class A ordinary share and one right to receive one-tenth of a share upon business combination—follows standard SPAC conventions while offering potential share appreciation through the rights component.

The concurrent $5.92 million private placement with the sponsor and underwriters provides additional working capital while demonstrating sponsor commitment. The company has placed the full $10.00 per unit ($201.25 million total) into a trust account maintained by Continental Stock Transfer & Trust Company, protecting investor capital until a business combination is consummated.

This Cayman Islands-based SPAC, listed on Nasdaq, now joins the SPAC market with a typical 18-24 month window to identify and complete a business combination. With its capital structure now established, management can begin its search process for acquisition targets. The successful completion of this offering during current market conditions indicates reasonable investor confidence in the management team's ability to identify and execute a value-creating transaction.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 16, 2025

Blue Acquisition Corp.

(Exact name of registrant as specified in its charter)

Cayman Islands		001-42699		98-1855000
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1601 Anita Lane
Newport Beach CA, 92660-4803

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: 646-543-5060

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one right		BACCU		The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share		BACC		The Nasdaq Stock Market LLC
Rights, each right entitling the holder to receive one-tenth (1/10) of one Class A ordinary share upon the consummation of an initial business combination		BACCR		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events.

On June 16, 2025, Blue Acquisition Corp. (the “Company”) consummated its initial public offering (“IPO”) of 20,125,000 units (the “Units”), including 2,625,000 Units issued pursuant to the full exercise of the underwriters’ over-allotment option. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one right to receive one-tenth (1/10) of one Class A Ordinary Share upon the consummation of the Company’s initial business combination (each, a “Share Right”). The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $201,250,000.

Simultaneously with the closing of the IPO, the Company completed the private sale (the “Private Placement”) of an aggregate of 592,250 Units (the “Private Placement Units”). 391,000 Private Placement Units were sold to Blue Holdings Sponsor LLC, the Company’s sponsor, and 201,250 Private Placement Units were sold to BTIG, LLC and Roberts & Ryan, Inc., in each case at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of $5,922,500.

A total of $201,250,000, or $10.00 per Unit, comprised of the net proceeds from the IPO (which amount includes up to $7,043,750 of the underwriter’s deferred discount) and the proceeds of the sale of the Private Placement Units, was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee.

An audited balance sheet as of June 16, 2025 reflecting the receipt of the proceeds from the IPO and the Private Placement has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Audited Balance Sheet as of June 16, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BLUE ACQUISITION CORP.
	By:	/s/ Ketan Seth
		Name:	Ketan Seth
		Title:	Chief Executive Officer
Dated: June 23, 2025

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FAQ

How much did BACCU raise in its IPO on June 16, 2025?

BACCU raised $201,250,000 in gross proceeds from its IPO by selling 20,125,000 units at $10.00 per unit. This included 2,625,000 units from the full exercise of the underwriters' over-allotment option.

What is the structure of BACCU's IPO units?

Each BACCU unit consists of one Class A ordinary share (par value $0.0001 per share) and one right. Each right entitles the holder to receive one-tenth (1/10) of one Class A Ordinary Share upon the consummation of the company's initial business combination.

How much money did BACCU raise through private placement alongside its IPO?

BACCU raised $5,922,500 through private placement, selling 592,250 units at $10.00 per unit. Of these, 391,000 units were sold to Blue Holdings Sponsor LLC and 201,250 units were sold to BTIG, LLC and Roberts & Ryan, Inc.

How much money is held in BACCU's trust account after the IPO?

A total of $201,250,000 ($10.00 per Unit) was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company. This amount includes the net IPO proceeds and proceeds from the Private Placement Units, including up to $7,043,750 of the underwriter's deferred discount.

Where are BACCU's securities listed for trading?

BACCU's securities are listed on The Nasdaq Stock Market LLC under three symbols: Units (BACCU), Class A ordinary shares (BACC), and Rights (BACCR).