| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class A Ordinary Shares, par value $0.0001 |
| (b) | Name of Issuer:
Blue Acquisition Corp |
| (c) | Address of Issuer's Principal Executive Offices:
1601 Anita Lane, Newport Beach,
CALIFORNIA
, 92660-4803. |
| Item 2. | Identity and Background |
|
| (a) | The Schedule 13D is being filed by the following persons (each a "Reporting Person" and, collectively, the "Reporting Persons"):
Blue Holdings Sponsor LLC ("Sponsor");
Blue Holdings Management LLC, Managing Member of the Sponsor ("Manager"); and
Ketan Seth, as Managing Member of Manager. |
| (b) | The address for the principal business office of each Reporting Person is c/o Blue Acquisition Corp., 1601 Anita Street, Newport Beach, CA, 92660-4803. |
| (c) | Mr. Ketan Seth is the Chief Executive Officer of the Issuer and the managing member of the Manager, and the Manager is the managing member of the Sponsor of the Issuer. The principal business of the Sponsor is to act as the Issuer's sponsor and the Manager is to act as the managing member of the Sponsor. |
| (d) | During the last five years, none of the Reporting Persons or Related Persons has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) |
| (e) | During the last five years, none of the Reporting Persons or Related Persons was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | Each of the Sponsor and the Manager is organized under the laws of the State of Delaware. Mr. Ketan Seth is a citizen of the United States of America. |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | The aggregate purchase price for the Founder Shares (as defined below) was $25,000. The aggregate purchase price of the Placement Units (as defined below) was $3,910,000. The source of these funds was the working capital of Sponsor. |
| Item 4. | Purpose of Transaction |
| | Founder Shares
On February 20, 2025, the Sponsor acquired an aggregate of 6,049,925 Class B ordinary shares, for $25,000, or approximately $0.004 per share. In May 2025, the Issuer issued an additional 1,009,988 Class B ordinary shares to the Sponsor in a share capitalization resulting in the Sponsor holding a total of 7,069,913 Class B ordinary shares (the "Founder Shares"), of which up to 922,163 Class B ordinary shares were subject to forfeiture to the extent the underwriter did not exercise its over-allotment option in connection with the Issuer's initial public offering (the "IPO") in full. At the closing of the IPO, the underwriter exercised the over-allotment option in full and as a result, no Founder Shares were forfeited. The Founder Shares will automatically convert into shares of Class A ordinary shares at the time of the Issuer's initial business combination (the "Business Combination") on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights. The Sponsor assigned 300,000 Founder Shares to Albert Pontonio, a registered broker-dealer associated with Roberts & Ryan, Inc., co- manager of the IPO. The description of the Founder Share Purchase Agreement is qualified in its entirety by reference to the full text of such agreement, a copy of which was filed as Exhibit 10.8 to the Registration Statement on Form S-1 initially filed by the Issuer with the SEC on May 14, 2025 (and is incorporated by reference herein as Exhibit 10.1).
Placement Units
On June 16, 2025, as part of a Private Placement Units Purchase Agreement dated June 12, 2025 (the "Unit Purchase Agreement"), Sponsor purchased 391,000 placement units (the "Placement Units") from the Issuer for an aggregate purchase price of $3,910,000. Each Placement Unit consists of one Class A ordinary share ("Placement Share") and one right to receive one tenth (1/10) of a Class A ordinary share upon the consummation of the Business Combination ("Placement Share Right").
The foregoing description of the Unit Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the agreement, which is attached as an exhibit hereto and incorporated herein by reference.
Letter Agreement
Sponsor and the Issuer entered into a letter agreement (the "Letter Agreement") with other parties named thereunder on June 12, 2025, pursuant to which Sponsor agreed to (i) waive its redemption rights with respect to its Founder Shares, Placement Shares and any Class A ordinary shares purchased during or after the IPO (the "public shares") in connection with the completion of the Business Combination, (ii) waive its redemption rights with respect to its Founder Shares, Placement Shares, and any public shares in connection with the completion of the Business Combination in connection with a shareholder vote to approve an amendment to the Issuer's amended and restated memorandum and articles of association (A) to modify the substance or timing of the Issuer's obligation to allow redemption in connection with the Issuer's Business Combination or certain amendments to the Issuer's amended and restated memorandum and articles of association prior thereto or to redeem 100% of the Issuer's public shares if the Issuer does not complete the Business Combination within 24 months from the closing of the IPO (the "Combination Period") or (B) with respect to any other provision relating to shareholders' rights or pre-Business Combination activity and (iii) waive its rights to liquidating distributions from the trust account with respect to its Founder Shares and the Placement Shares if the Issuer fails to complete the Business Combination within the Combination Period, although Sponsor will be entitled to liquidating distributions from the trust account with respect to any public shares it holds if the Issuer fails to complete the Business Combination within the Combination Period.
Pursuant to the Letter Agreement, Sponsor agreed to vote any Founder Shares, Placement Shares and any public shares purchased during or after the IPO (including in open market and privately negotiated transactions) in favor of the Business Combination. If the Issuer submits the Business Combination to its public shareholders for a vote, the Issuer will complete the Business Combination only if a majority of the outstanding ordinary shares voted are voted in favor of the Business Combination.
Further pursuant to the Letter Agreement, Sponsor has agreed not to transfer, assign or sell the Founder Shares and any Class A ordinary shares purchased during or after the IPO, as applicable, until the earlier of (i) six months after the date of the consummation of the Business Combination or (ii) the date on which the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after the Business Combination or (y) the date on which the Issuer completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Issuer's public shareholders having the right to exchange their ordinary shares for cash, securities or other property.
Pursuant to the Letter Agreement, Sponsor also has agreed that the Placement Units (including the underlying Placement Shares and the Class A ordinary shares issuable upon conversion of the Placement Share Rights) will not be transferable, assignable or salable until 30 days after the completion of the Business Combination, subject to certain exceptions.
The description of the Letter Agreement is qualified in its entirety by reference to the full text of such agreement, a copy of which was filed as Exhibit 10.5 to the Issuer's Current Report on Form 8-K filed June 17, 2025 (and is incorporated by reference herein as Exhibit 10.3).
Registration Rights Agreement
In connection with the closing of the IPO, the Issuer entered into a registration rights agreement (the "Registration Rights Agreement") with Sponsor and other parties named thereunder on June 12, 2025. Pursuant to the Registration Rights Agreement, holders of Founder Shares, Representative Shares (defined in Item 5 below), Placement Units (including securities underlying such Placement Units), any shares of Class A ordinary shares issuable upon conversion of the Founder Shares, and any units that may be issued in connection with working capital loans, in the Registration Rights Agreement are entitled to make up to three demands that the Issuer offer such securities in an underwritten offering. These holders also have certain "piggy-back" registration rights with respect to certain underwritten offerings the Issuer may conduct. The holders of the Private Units (including the underlying securities) and the Class A ordinary shares issued to the Underwriters also will be entitled to registration rights. These registration rights are limited to one demand and unlimited "piggy-back" rights for periods of five and seven years, respectively, from the commencement of sales of the IPO.
The description of the Letter Agreement is qualified in its entirety by reference to the full text of such agreement, a copy of which was filed as Exhibit 10.2 to the Issuer's Current Report on Form 8-K filed June 17, 2025 (and is incorporated by reference herein as Exhibit 10.4)..
General
The Reporting Persons acquired the securities described in this Schedule 13D for investment purposes and intend to review their investments in the Issuer on a continuing basis. Subject to the terms of the Letter Agreement, any actions the Reporting Persons might undertake may be made at any time and from time to time without prior notice and will be dependent upon the Reporting Persons' review of numerous factors, including, but not limited to: an ongoing evaluation of the Issuer's business, financial condition, operations and prospects; price levels of the Issuer's securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments.
Subject to the terms of the Letter Agreement and applicable rules, the Reporting Persons may acquire additional securities of the Issuer or retain or sell all or a portion of the securities then held, in the open market or in privately negotiated transactions, including pursuant to registered transactions pursuant to the Registration Rights Agreement. In addition, the Reporting Persons may engage in discussions with management, the Issuer's board of directors (the "Board"), and securityholders of the Issuer and other relevant parties or encourage, cause or seek to cause the Issuer or such persons to consider or explore extraordinary corporate transactions, such as: a merger, reorganization or other transaction that could result in the de-listing or de-registration of the Class A ordinary shares; sales or acquisitions of assets or businesses; changes to the capitalization or dividend policy of the Issuer; or other material changes to the Issuer's business or corporate structure, including changes in management or the composition of the Board. There can be no assurance, however, that any Reporting Person will propose such a transaction or that any such transaction would be successfully implemented.
Other than as described above, the Reporting Persons do not currently have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)-(j) of Schedule 13D, although, depending on the factors discussed herein, the Reporting Persons may change their purpose or formulate different plans or proposals with respect thereto at any time. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The following sets forth, as of the date of this Schedule 13D, the aggregate number of ordinary shares and percentage of ordinary shares are beneficially owned by each of the Reporting Persons, as well as the number of ordinary shares as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition of or shared power to dispose or to direct the disposition of, as of the date hereof, based on 27,962,163 ordinary shares outstanding as of June 16, 2025, which includes:
(i) 20,125,000 Class A ordinary shares included in the units issued in the IPO, (ii) 7,069,913 Founder Shares, (iii) 592,250 Class A ordinary shares included in the private placement units and (iv) 175,000 Class A ordinary shares issued to the underwriters of the IPO (the "Representative Shares").
Reporting Person: Blue Holdings Sponsor LLC
Amount beneficially owned: 7,160,913
Percent of class: 25.61%
Sole power to vote or to direct the vote: 7,160,913
Shared power to vote or to direct the vote: 0
Sole power to dispose or to direct the disposition: 7,160,913
Shared power to dispose or to direct the disposition: 0
Reporting Person: Blue Holdings Management LLC
Amount beneficially owned: 7,160,913
Percent of class: 25.61%
Sole power to vote or to direct the vote: 7,160,913
Shared power to vote or to direct the vote: 0
Sole power to dispose or to direct the disposition: 7,160,913
Shared power to dispose or to direct the disposition: 0
Reporting Person: Ketan Seth
Amount beneficially owned: 7,160,913
Percent of class: 25.61%
Sole power to vote or to direct the vote: 7,160,913
Shared power to vote or to direct the vote: 0
Sole power to dispose or to direct the disposition: 7,160,913
Shared power to dispose or to direct the disposition: 0
The securities reported above are held of record by Sponsor and consist of the Founder Shares and the Private Placement Shares. None of the Founder Shares are subject to forfeiture as a result of the full exercise of the underwriters' over-allotment option at the closing of the IPO.
Ketan Seth is the Managing Member of Blue Holdings Management LLC, the managing member of the Sponsor. Consequently, Mr. Seth may be deemed to have beneficial ownership of the securities held of record by Sponsor. |
| (b) | The following sets forth, as of the date of this Schedule 13D, the aggregate number of ordinary shares and percentage of ordinary shares are beneficially owned by each of the Reporting Persons, as well as the number of ordinary shares as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition of or shared power to dispose or to direct the disposition of, as of the date hereof, based on 27,962,163 ordinary shares outstanding as of June 16, 2025, which includes:
(i) 20,125,000 Class A ordinary shares included in the units issued in the IPO, (ii) 7,069,913 Founder Shares, (iii) 592,250 Class A ordinary shares included in the private placement units and (iv) 175,000 Class A ordinary shares issued to the representative of the underwriters of the IPO.
Reporting Person: Blue Holdings Sponsor LLC
Amount beneficially owned: 7,160,913
Percent of class: 25.61%
Sole power to vote or to direct the vote: 7,160,913
Shared power to vote or to direct the vote: 0
Sole power to dispose or to direct the disposition: 7,160,913
Shared power to dispose or to direct the disposition: 0
Reporting Person: Blue Holdings Management LLC
Amount beneficially owned: 7,160,913
Percent of class: 25.61%
Sole power to vote or to direct the vote: 7,160,913
Shared power to vote or to direct the vote: 0
Sole power to dispose or to direct the disposition: 7,160,913
Shared power to dispose or to direct the disposition: 0
Reporting Person: Ketan Seth
Amount beneficially owned: 7,160,913
Percent of class: 25.61%
Sole power to vote or to direct the vote: 7,160,913
Shared power to vote or to direct the vote: 0
Sole power to dispose or to direct the disposition: 7,160,913
Shared power to dispose or to direct the disposition: 0
The securities reported above are held of record by Sponsor and consist of the Founder Shares and the Private Placement Shares. None of the Founder Shares are subject to forfeiture as a result of the full exercise of the underwriters' over-allotment option at the closing of the IPO.
Ketan Seth is the Managing Member of Blue Holdings Management LLC, the managing member of the Sponsor. Consequently, Mr. Seth may be deemed to have beneficial ownership of the securities held of record by Sponsor. |
| (c) | Neither of the Reporting Person has effected any transactions of the Issuer's Class A ordinary shares during the 60 days preceding the date of this report, except as described in Item 4 of this Schedule 13D, which information is incorporated herein by reference. |
| (d) | Not applicable. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | Item 4 above summarizes certain provisions of the Founder Share Subscription Agreement, Unit Purchase Agreement, Letter Agreement, and Registration Rights Agreement and is incorporated herein by reference. Copies of these agreements are attached as exhibits to this Schedule 13D and are incorporated herein by reference.
Except as set forth herein, none of the Reporting Persons or Related Persons has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies. |
| Item 7. | Material to be Filed as Exhibits. |
| | Exhibit 10.1 Securities Subscription Agreement, dated as of February 20, 2025, by and between the Issuer and the Sponsor (incorporated by reference to Exhibit 10.8 to the Registration Statement on Form S-1 initially filed by the Issuer with the SEC on May 14, 2025).
Exhibit 10.2 Letter Agreement, dated June 12, 2025 by and among the Issuer, Sponsor, and each of its officers, directors and advisors of the Issuer, and the other parties signatory thereto (incorporated herein by reference to Exhibit 10.5 to the Issuer's Current Report on Form 8-K filed June 17, 2025).
Exhibit 10.3 Registration Rights Agreement, dated June 12, 2025, by and among the Issuer, the Sponsor, BTIG, as representative of the undertwriters and the other parties signatory thereto (incorporated herein by reference to Exhibit 10.2 to the Issuer's Current Report on Form 8-K filed June 17, 2025).
Exhibit 10.4 Private Placement Units Purchase Agreement, dated June 12, 2025, between the Issuer and the Sponsor (incorporated herein by reference to Exhibit 10.3 to the Issuer's Current Report on Form 8-K filed June 17. 2025).
Exhibit 99.1 Joint Filing Agreement. |
