Blue Acqsn SEC Filings

Blue Acquisition Corp (BACC) received an amended Schedule 13D showing that Blue Holdings Sponsor LLC, Blue Holdings Management LLC and interim CEO/CFO David Bauer beneficially own 7,160,913 ordinary shares, or 25.61% of the 27,962,163 ordinary shares outstanding as of June 17, 2026.

The holding consists of 6,769,913 Class B founder shares that automatically convert into Class A shares at the initial business combination and 391,000 Class A shares underlying placement units. The amendment reflects that former CEO Ketan Seth resigned from managing Blue Holdings Management LLC and forfeited all interests, with Bauer now the managing member deemed to control the sponsor’s position.

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.

Blue Acquisition Corp. reported a leadership change in its top management. On June 9, 2026, Ketan Seth resigned as Chief Executive Officer and as a director, effective immediately, citing family reasons and stating there was no disagreement with the company.

That same day, the board appointed current Chief Financial Officer David Bauer to also serve as interim Chief Executive Officer. The company notes that Mr. Bauer has no family relationships with directors or executive officers and has no related-party transactions requiring disclosure under Regulation S-K Item 404(a).

LMR Investment Managers report beneficial ownership of 1,915,455 Class A Ordinary Shares of Blue Acquisition Corp. As of March 31, 2026, those shares represent approximately 9.2% of the Class A Ordinary Shares outstanding, based on 20,892,250 shares outstanding as of February 19, 2026. The holdings are held directly by LMR Multi-Strategy Master Fund (1,540,455 shares) and LMR CCSA Master Fund (375,000 shares). Each fund also holds rights to receive 75,000 Class A Ordinary Shares upon the consummation of the issuer's initial business combination.

Blue Acquisition Corp., a SPAC, reported a Q1 2026 net income of $1.1 million, mainly from $1.8 million of interest on the $207.5 million held in its Trust Account, which equates to about $10.31 per public share.

Operating expenses were $698,884, producing an operating loss as the company continues pursuing its initial business combination with Blockfusion. Cash outside the trust was $358,534 with a working capital deficit of $1.1 million, and management disclosed substantial doubt about the company’s ability to continue as a going concern absent a deal before March 16, 2027.

The filing also notes amendments to the Blockfusion merger agreement, including increasing the post-closing incentive equity plan to 12% of Pubco common stock outstanding immediately after closing and extending the transaction’s outside date.

Blue Acquisition Corp. amended its Business Combination Agreement with Blockfusion and Pubco to increase the post-Closing incentive plan from 8% to 12% of Pubco common stock issued and outstanding immediately after Closing, revise listing exchange requirements for Pubco Class A common stock, and extend the Outside Date. The Second Amendment was executed on May 6, 2026. The parties filed a Registration Statement on Form S-4 (including a preliminary proxy statement/prospectus) and will mail a definitive proxy/prospectus to Blue shareholders for a vote on the Business Combination.

Blue Acquisition Corp. amended its planned merger agreement with Blockfusion and Pubco through a Second Amendment to the Business Combination Agreement. The amendment increases the post-closing equity incentive plan from 8% to 12% of Pubco common shares outstanding after closing, giving more stock-based compensation capacity. It also revises the listing exchange requirements for Pubco Class A common stock and extends the agreement’s Outside Date, providing additional time to complete the Business Combination under updated listing conditions.

Blue Acquisition Corp. amended its Business Combination Agreement on March 19, 2026 to increase the post-closing incentive pool to 8% of Pubco common stock and expand the Post-Closing Pubco Board from seven to nine members. The amendment modifies the previously filed BCA dated November 19, 2025, and otherwise leaves the agreement in full force and effect. Pubco and Blue filed a Registration Statement on Form S-4 that includes a proxy statement/prospectus for Blue’s shareholder vote on the Business Combination; definitive materials will be mailed to shareholders when available.

Blue Acquisition Corp. updated its planned merger with Blockfusion by signing a First Amendment to their Business Combination Agreement. The amendment raises Pubco’s post-closing equity incentive plan from 5% to 8% of Pubco common stock outstanding after closing, increasing the pool of shares available for employee and management incentives. It also expands the planned Pubco board from 7 to 9 directors, allowing for additional representation once the combined company is public. All other terms of the original agreement remain in effect.