STOCK TITAN

Former Blue Acquisition (BACC) CEO gives up sponsor holdings

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Blue Acquisition Corp/Cayman insider Ketan Seth has exited his entire indirect stake in the company. On June 16, 2026, he resigned as managing member of Blue Holdings Management LLC, which manages Blue Holdings Sponsor LLC, and forfeited all rights to its membership units and any related securities of the issuer.

This restructuring covers 391,000 Class A ordinary shares, 391,000 rights to receive one-tenth of a Class A share each, and 6,769,913 Class B ordinary shares held by the sponsor. Following these actions, the filing states that he owns no Class A ordinary shares, Class B ordinary shares, or any other securities convertible into those classes.

Positive

  • None.

Negative

  • None.

Insights

Former 10% owner forfeits full sponsor-linked position, now holds no shares.

The filing shows Ketan Seth, a former Chief Executive Officer and ten percent owner, resigning his roles at the entities controlling the sponsor and surrendering all related membership and security interests. The transactions are coded as restructuring (J) rather than open-market sales.

The positions involved include 391,000 Class A ordinary shares, 391,000 rights tied to one-tenth of a Class A share each, and 6,769,913 Class B founder shares. After this June 16, 2026 restructuring, he is reported to own no Class A, Class B, or convertible securities of Blue Acquisition Corp/Cayman. This marks a complete exit of his disclosed economic interest but does not reflect a market trade.

Insider Seth Ketan
Role null
Type Security Shares Price Value
Other Rights to receive Class A ordinary shares 391,000 $0.00 --
Other Class B ordinary shares 6,769,913 $0.00 --
Other Class A ordinary shares 391,000 $0.00 --
Holdings After Transaction: Rights to receive Class A ordinary shares — 0 shares (Indirect, See footnote); Class B ordinary shares — 0 shares (Indirect, See footnote); Class A ordinary shares — 0 shares (Indirect, See footnotes)
Footnotes (1)
  1. On June 16, 2026, Ketan Seth, the former Chief Executive Officer of Blue Acquisition Corp. (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 Blue Holdings Sponsor LLC ("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, he owns no Class A ordinary shares, Class B ordinary shares or any other securities convertible into Class A or Class B ordinary shares of the Issuer. Reflects the 391,000 Class A ordinary shares of the Issuer that are included in the 391,000 private placement units of the Issuer purchased by 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. Represents the 39,100 Class A ordinary shares, which may be acquired by Sponsor upon the conversion of 391,000 rights (included in the Sponsor's private placement units) upon consummation of the Issuer's initial business combination. As described in the Registration Statement on Form S-1 for the initial public offering of the securities of the Issuer (File No. 333-287281) (the "Registration Statement") under the heading "Description of Securities-Share Rights," each right will automatically convert into one-tenth (1/10) of one Class A ordinary share upon consummation of the Issuer's initial business combination, subject to certain adjustments described therein. No fractional Class A ordinary shares will be issued upon conversion of such rights. Represents 6,769,913 Class B ordinary shares held by the Sponsor acquired pursuant to a subscription agreement by and between the Issuer and the Sponsor. As described in the Registration Statement under the heading "Description of Securities--Founder Shares," the Class B ordinary shares will automatically convert into shares of Class A ordinary shares at the time of the Issuer's initial business combination, or at any time prior to the Issuer's initial business combination, at the option of the holder, on a one-for-one basis, subject to certain adjustments.
Class A shares linked to sponsor units 391,000 Class A ordinary shares Included in 391,000 private placement units held by Sponsor
Rights to receive Class A shares 391,000 rights Each right converts into one-tenth of a Class A share
Underlying Class A from rights 39,100 Class A ordinary shares Shares obtainable upon conversion of 391,000 rights
Class B founder shares 6,769,913 Class B ordinary shares Held by Sponsor; automatically convert into Class A on combination
Restructuring date June 16, 2026 Date of resignation and forfeiture of all interests
Post-transaction holdings 0 shares Total shares following transactions for each reported security
private placement units financial
"Reflects the 391,000 Class A ordinary shares of the Issuer that are included in the 391,000 private placement units of the Issuer purchased by Sponsor."
initial business combination financial
"upon consummation of the Issuer's initial business combination, subject to certain adjustments described therein."
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 B ordinary shares financial
"Represents 6,769,913 Class B ordinary shares held by the Sponsor acquired pursuant to a subscription agreement."
Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.
founder shares financial
"As described in the Registration Statement under the heading "Description of Securities--Founder Shares," the Class B ordinary shares will automatically convert."
Founder shares are the ownership stakes given to the people who start a company, often with extra voting power or protections compared with ordinary shares. For investors, they matter because founders’ control and incentives influence decisions about strategy, hiring, and whether the company sells or stays independent — like a family that keeps majority voting rights in a household decision. High founder ownership can mean stable leadership but also a risk that outside shareholders have less influence.
Registration Statement on Form S-1 regulatory
"As described in the Registration Statement on Form S-1 for the initial public offering of the securities of the Issuer."
A registration statement on Form S-1 is a detailed filing a company submits to the U.S. securities regulator to register new shares for public sale; it includes a plain-language prospectus, financial statements, business description and risk factors. For investors it matters because it provides the official, comprehensive blueprint of the offering — like an owner’s manual — allowing buyers to assess risks, inspect financial health and compare valuation before deciding to invest.
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SEC Form 4
FORM 4UNITED 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
X
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*
Seth Ketan

(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)
DirectorX10% 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)
XForm filed by One Reporting Person
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)
CodeVAmount(A) or (D)Price
Class A ordinary shares06/16/2026J(1)391,000(1)(2)D(1)0ISee footnotes(1)(2)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Rights to receive Class A ordinary shares(3)06/16/2026J(1)391,000(3) (3) (3)Class A Ordinary Shares39,100(3)(1)0(3)ISee footnote(3)
Class B ordinary shares(4)06/16/2026J(1)6,769,913(4) (4) (4)Class A Ordinary Shares6,769,913(4)(1)0(4)ISee footnote(4)
Explanation of Responses:
1. On June 16, 2026, Ketan Seth, the former Chief Executive Officer of Blue Acquisition Corp. (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 Blue Holdings Sponsor LLC ("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, he owns no Class A ordinary shares, Class B ordinary shares or any other securities convertible into Class A or Class B ordinary shares of the Issuer.
2. Reflects the 391,000 Class A ordinary shares of the Issuer that are included in the 391,000 private placement units of the Issuer purchased by 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.
3. Represents the 39,100 Class A ordinary shares, which may be acquired by Sponsor upon the conversion of 391,000 rights (included in the Sponsor's private placement units) upon consummation of the Issuer's initial business combination. As described in the Registration Statement on Form S-1 for the initial public offering of the securities of the Issuer (File No. 333-287281) (the "Registration Statement") under the heading "Description of Securities-Share Rights," each right will automatically convert into one-tenth (1/10) of one Class A ordinary share upon consummation of the Issuer's initial business combination, subject to certain adjustments described therein. No fractional Class A ordinary shares will be issued upon conversion of such rights.
4. Represents 6,769,913 Class B ordinary shares held by the Sponsor acquired pursuant to a subscription agreement by and between the Issuer and the Sponsor. As described in the Registration Statement under the heading "Description of Securities--Founder Shares," the Class B ordinary shares will automatically convert into shares of Class A ordinary shares at the time of the Issuer's initial business combination, or at any time prior to the Issuer's initial business combination, at the option of the holder, on a one-for-one basis, subject to certain adjustments.
/s/ Ketan Seth06/18/2026
** Signature of Reporting PersonDate
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 Ketan Seth report in Blue Acquisition (BACC) Form 4?

The Form 4 reports a restructuring where former CEO and ten percent owner Ketan Seth resigned sponsor-control roles and forfeited all related interests, including indirect holdings of Class A shares, Class B founder shares, and rights, leaving him with no reported securities of Blue Acquisition.

How many Blue Acquisition Class A shares were involved in Ketan Seth’s restructuring?

The filing references 391,000 Class A ordinary shares included in 391,000 private placement units held by the sponsor. Each unit consists of one Class A share and one right to receive one-tenth of a Class A share upon the issuer’s initial business combination.

What happened to Ketan Seth’s Class B founder shares in Blue Acquisition (BACC)?

The Form 4 states that 6,769,913 Class B ordinary shares held by the sponsor were part of the interests associated with Ketan Seth. Upon his resignation and forfeiture on June 16, 2026, he surrendered all rights and now owns no Class B shares or related conversion rights.

Does Ketan Seth still own any Blue Acquisition shares or rights after this Form 4?

No. The footnote explains that after resigning from sponsor-management roles and forfeiting all related interests, Ketan Seth owns no Class A ordinary shares, Class B ordinary shares, or any other securities convertible into those classes of Blue Acquisition Corp/Cayman.

What are the rights to receive Class A shares mentioned in Blue Acquisition’s Form 4?

The filing describes 391,000 rights included in sponsor private placement units. Each right automatically converts into one-tenth of one Class A ordinary share upon consummation of the issuer’s initial business combination, subject to adjustments, with no fractional Class A shares issued.

How are Blue Acquisition Class B founder shares expected to convert according to this filing?

The footnotes state that Class B ordinary shares will automatically convert into Class A ordinary shares at the time of Blue Acquisition’s initial business combination, or earlier at the holder’s option, on a one-for-one basis, subject to certain adjustments described in the Registration Statement.