Blue Acquisition Corp/Cayman
For the period ended Mar 31, 2025. Filed Aug 4, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2025 · Filed Aug 4, 2025
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Unregistered Sales of Equity Securities and Use of Proceeds
Unregistered Sales of Equity Securities
There were no sales of unregistered securities during the quarterly period covered by the Report. However, simultaneously with the closing of the Initial Public Offering and pursuant to the Private Placement Units Purchase Agreements, we completed the sale of an aggregate of 592,250 Private Placement Units to the Sponsor, BTIG and Roberts & Ryan in the Private Placement at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to us of $5,922,500. Of those 592,250 Private Placement Units, the Sponsor purchased 391,000 Private Placement Units and BTIG and Roberts & Ryan purchased 201,250 Private Placement Units. Private Placement Units (and underlying securities) are identical to the Public Units, except as otherwise disclosed in the IPO Registration Statement. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
Use of Proceeds
There have been no offerings of registered securities and therefore no planned use of proceeds from such offerings during the quarterly period covered by the Report. However, on June 16, 2025, we consummated our Initial Public Offering of 20,125,000 Public Units, which included 2,625,000 Option Units issued pursuant to the full exercise of the Over-Allotment Option. Each Public Unit consists of one Public Share and one Right. The Public Units were sold at a price of $10.00 per Public Unit, generating gross proceeds to us of $201,250,000.
BTIG and Roberts & Ryan acted as book runners and representatives of the underwriters. On June 16, 2025, simultaneously with the consummation of our Initial Public Offering, and pursuant to the Private Placement Units Purchase Agreements, we completed the private sale of an aggregate of 592,250 Private Placement Units at a purchase price of $10.00 per Private Placement Unit, to our Sponsor, BTIG and Roberts & Ryan generating gross proceeds of $5,922,500.
Following the closing of our Initial Public Offering, a total of $201,250,000 comprised of proceeds from the Initial Public Offering (which amount includes up to $7,043,750 of the Deferred Fee) and the Private Placement, was placed in a U.S.-based trust account maintained by Continental, acting as trustee. The proceeds held in the Trust Account may be invested by the trustee only in U.S. government securities with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act. To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the Trust Account, we may, at any time (based on the Management Team’s ongoing assessment of all factors related to the potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest-bearing demand deposit account at a bank.
The remaining proceeds from the Initial Public Offering and the Private Placement are held outside the Trust Account. Such funds are being used primarily to enable us to identify a target and to negotiate and consummate our initial Business Combination.
There has been no material change in the planned use of the proceeds from our Initial Public Offering and the Private Placement as described in the IPO Registration Statement. The specific investments in our Trust Account may change from time to time.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
None.
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