[NT 10-Q] Blue Acquisition Corp. Unit SEC Filing

Rhea-AI Filing Summary

Blue Acquisition Corp. (BACCU) submitted a Form 12b-25 (NT 10-Q) to notify the SEC that its Quarterly Report for the period ended 31 Mar 2025 will be filed late.

The company says additional time is required to finalize the financial statements and it will file the Form 10-Q within the five-day grace period allowed under Rule 12b-25. Management affirms that all other required reports over the past 12 months have been filed and no significant change in results of operations is expected versus the prior year; however, a direct comparison is unavailable because the SPAC lacked a corresponding prior-year quarter.

No accountant’s letter or other exhibits accompanied the filing, and the company provided no preliminary financial figures or new business developments.

Positive

• Management expects to file the Form 10-Q within the five-day grace period, indicating the delay is short-term.
• No significant change in operating results is anticipated, limiting the likelihood of adverse financial surprises.

Negative

• Late filing signals weaknesses in financial close processes and may erode investor confidence until resolved.
• No preliminary financial data were provided, leaving investors without visibility into Q1 performance.

Insights

Financial Analyst

TL;DR: Procedural delay; limited financial insight; modest negative sentiment.

The late 10-Q points to internal reporting bottlenecks, common among newly formed SPACs. Because management pledges to file within five days and signals no material operational shifts, the disclosure is unlikely to alter valuation materially. Still, even brief delays can raise diligence questions and may constrain near-term investor confidence until the 10-Q is posted.

Corporate Governance Expert

TL;DR: Governance risk low; monitoring warranted.

Filing an NT 10-Q triggers automatic grace but can hint at resource or control gaps. The company’s clean filing history and assertion of immaterial changes mitigate red flags. Governance committees should verify that closing processes and auditor coordination improve to avoid repeat delays.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check One):  ☐ Form 10-K  ☐ Form 20-F  ☐ Form 11-K  ☒  Form 10-Q  ☐ Form 10-D  ☐ Form N-CEN  ☐  Form N-CSR

For Period Ended: March 31, 2025                                                                  

☐ Transition Report on Form 10-K

☐ Transition Report on Form 20-F

☐ Transition Report on Form 11-K

☐ Transition Report on Form 10-Q

For the Transition Period Ended: _____________________________________

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS VERIFIED ANY INFORMATION CONTAINED HEREIN.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I – REGISTRANT INFORMATION

Full Name of Registrant	Blue Acquisition Corp.
Former Name if Applicable	N/A
Address of Principal Executive Office (Street and Number)	1601 Anita Lane
City, State and Zip Code	Newport Beach CA, 92660-4803

PART II – RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed (Check box if appropriate)

	(a)	The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
☒	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III – NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

The Registrant is unable to file its Form 10-Q for the quarterly period ended March 31, 2025 within the prescribed time period without unreasonable effort or expense because additional time is needed to finalize the financial statements to be included in such report. The Registrant anticipates that it will file its Form 10-Q within the five-day grace period provided by Rule 12b-25 of the Securities Exchange Act of 1934, as amended.

PART IV – OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

David Bauer		646		543-5060
(Name)		(Area Code)		(Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).

__________________________________________________________________________ ☒ Yes  ☐ No

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

__________________________________________________________________________ ☐ Yes  ☒ No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

The Registrant is currently in the preliminary stage of preparing the financial statements for the quarterly period ended March 31, 2025, and as a result, a reasonable estimate of the results of operations cannot be made at this time. The Registrant does not have a corresponding period for the prior fiscal year against which to compare the results of operations of the quarterly period ended March 31, 2025.

2

Blue Acquisition Corp.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date: July 28, 2025	By:	/s/ David Bauer
		David Bauer
		Chief Financial Officer

3

FAQ

Why did Blue Acquisition Corp. (BACCU) file an NT 10-Q?

The company needs additional time to finalize its March 31 2025 quarterly financial statements and therefore filed a Form 12b-25 to obtain a filing extension.

When will BACCU file its Form 10-Q for the quarter ended March 31 2025?

Management states it will submit the 10-Q within five calendar days of the original due date, as permitted by Rule 12b-25.

Does Blue Acquisition Corp. expect major changes in Q1 2025 results?

No. The filing notes no significant change is anticipated versus the prior period, though exact figures are not yet available.

Have all other required SEC reports been filed by BACCU?

Yes. The company confirms all other periodic reports required over the past 12 months have been filed.

What is the Rule 12b-25 grace period referenced in the filing?

Rule 12b-25 grants issuers up to five additional calendar days to file a late Form 10-Q without facing an automatic SEC penalty.