Blue Acquisition Corp/Cayman
For the period ended Jun 30, 2025. Filed Aug 12, 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.
Jun 30, 2025 · Filed Aug 12, 2025
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-03-31; filed 2025-08-04.
0001185185-25-000892
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-06-30; filed 2025-08-12.
0001185185-25-000948
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 46 previous paragraphs and 46 current paragraphs.
36 unchanged; 9 reworded; 1 added; 0 removed; 1 previous and 0 current paragraphs rearranged.
Tables are not compared: 13 previous and 13 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (1)
Current report
For the three months ended June 30, 2025, the Company had net income of $245,414 consisting of $321,137 of dividend income on marketable securities held in the Trust Account and $709 of interest income generated on cash in the operating bank account, offset by $53,824 of formation, general, and administrative expenses, $16,782 of legal and accounting expenses, $2,333 of administrative services fee, and $3,493 of insurance expense.
Reworded paragraphs (9)
Previous wording
As indicated in the unaudited condensed financial statements and the notes thereto included in this Report under “Item 1. Financial Statements”, at March 31, 2025, we had no cash and deferred offering costs of $82,900. Further, we expect to incur significant costs in the pursuit of our initial Business Combination. We cannot assure you that our plans to raise capital or to complete our initial Business Combination will be successful.
Current wording
As indicated in the unaudited condensed financial statements and the notes thereto included in this Report under “Item 1. Financial Statements”, at June 30, 2025, we had $1,235,432 of cash and working capital of $1,269,573. Further, we expect to incur significant costs in the pursuit of our initial Business Combination. We cannot assure you that our plans to raise capital or to complete our initial Business Combination will be successful.
Previous wording
The Sponsor deposited an aggregate of $249,950 into ours bank account, depositing $50,000 in April 2025, and $199,950 in May 2025. The $249,950 will be accounted for as a capital contribution by the Sponsor and applied to the Sponsor’s purchase of Private Placement Units in the Private Placement.
Current wording
The Sponsor deposited an aggregate of $249,950 into our bank account, depositing $50,000 in April 2025, and $199,950 in May 2025. The $249,950 will be accounted for as a capital contribution by the Sponsor and applied to the Sponsor’s purchase of Private Placement Units in the Private Placement.
Previous wording
In May 2025, we effected a share capitalization for an additional 1,009,988 Class B Ordinary Shares for no additional consideration, resulting in 7,069,913 Class B Ordinary Shares outstanding. Of the 7,069,913 Class B Ordinary Shares outstanding, up to 922,162 Ordinary Shares were subject to forfeiture to our Company by the Sponsor for no consideration to the extent that the Over-Allotment
Current wording
In May 2025, we effected a share capitalization for an additional 1,009,988 Class B Ordinary Shares for no additional consideration, resulting in 7,069,913 Class B Ordinary Shares outstanding. Of the 7,069,913 Class B Ordinary Shares outstanding, up to 922,162 Ordinary Shares were subject to forfeiture to our Company by the Sponsor for no consideration to the extent that the Over-Allotment Option is not exercised in full or in part. All share and per-share amounts have been retroactively restated to reflect the share capitalization.
Previous wording
We have neither engaged in any operations nor generated any revenues to date. Our only activities since February 10, 2025 (inception) have been organizational activities and those necessary to prepare for an initial public offering. Following the initial public offering, we will not generate any operating revenues until after completion of our initial Business Combination. We will generate non-operating income in the form of interest income on cash and cash equivalents after the initial public offering. There has been no significant change in our financial or trading position and no material adverse change has occurred since the date of our audited financial statements. After the Initial Public Offering, we expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance, among others), as well as for due diligence expenses. We expect our expenses to increase substantially after the closing of the Initial Public Offering.
Current wording
We have neither engaged in any operations nor generated any revenues to date. Our only activities since February 10, 2025 (inception) through June 30, 2025 have been (i) organizational activities and (ii) activities relating to (x) the Initial Public Offering and (y) identifying and evaluating prospective acquisition candidates and activities in connection with the initial Business Combination. Following the initial public offering, we will not generate any operating revenues until after completion of our initial Business Combination. We will generate non-operating income in the form of interest income on cash and cash equivalents after the initial public offering. We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance, among others), as well as for due diligence expenses.
Previous wording
For the period from February 10, 2025 (inception) through March 31, 2025, the Company had a net loss of $61,786 consisting of $61,816 of formation, general, and administrative expenses, offset by $30 of interest income generated on cash in the operating bank account.
Current wording
For the period from February 10, 2025 (inception) through June 30, 2025, the Company had net income of $183,628 consisting of $321,137 of dividend income on marketable securities held in the Trust Account and $739 of interest income generated on cash in the operating bank account, offset by $115,640 of formation, general, and administrative expenses, $16,782 of legal and accounting expenses, $2,333 of administrative services fee, and $3,493 of insurance expense.
Previous wording
As of March 31, 2025, we had $70,030 of cash held outside the Trust Account (assuming our offering expenses are as expected). We will use these funds to primarily identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.
Current wording
As of June 30, 2025, we had $1,235,432 of cash held outside the Trust Account (assuming our offering expenses are as expected). We will use these funds to primarily identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.
Previous wording
We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities as of March 31, 2025. Pursuant to the Underwriting Agreement, the underwriters of our Initial Public Offering was entitled to a Deferred Fee of $0.35 per Public Unit, or $7,043,750 in the aggregate, payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete a Business Combination, subject to the terms of the Underwriting Agreement.
Current wording
We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities as of June 30, 2025. Pursuant to the Underwriting Agreement, the underwriters of our Initial Public Offering were entitled to a Deferred Fee of $0.35 per Public Unit, or $7,043,750 in the aggregate, payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete a Business Combination, subject to the terms of the Underwriting Agreement.
Previous wording
Commencing on the effective date of the Initial Public Offering, the Company entered into an agreement with the managing member of our Sponsor to pay an aggregate of $5,000 per month for office space, utilities, and secretarial and administrative support, pursuant to the Administrative Services Agreement. These monthly fees will cease upon the completion of the initial Business Combination or our liquidation.
Current wording
Commencing on the effective date of the Initial Public Offering, the Company entered into an agreement with the managing member of our Sponsor to pay an aggregate of $5,000 per month for office space, utilities, and secretarial and administrative support, pursuant to the Administrative Services Agreement. These monthly fees will cease upon the completion of the initial Business Combination or our liquidation. For the three months ended June 30, 2025 and for the period from February 10, 2025 (inception) through June 30, 2025, the Company recorded $2,333 to administrative services fee – related party on the statement of operations and has not paid any amounts as of June 30, 2025, resulting in an accrual of $2,333 to administrative services fee payable – related party on the balance sheet.
Previous wording
The Sponsor has agreed to loan us an aggregate of up to $300,000 to be used for a portion of the expenses of the Initial Public Offering pursuant to the IPO Promissory Note. The IPO Promissory Note is non-interest bearing, unsecured and due at the earlier of December 31, 2025 or the closing of the Initial Public Offering. The loan will be repaid out of the $747,500 of offering proceeds that has been allocated to the payment of offering expenses. As of March 31, 2025, we had borrowed $26,089 under the IPO Promissory Note as a result of payments made by the Sponsor on our behalf. We had borrowed $193,236 through June 16, 2025, the consummation of the Initial Public Offering, and repaid $203,557 to the Sponsor to settle the balance on June 16, 2025. The overpayment of $10,321 was recorded as a related party receivable.
Current wording
The Sponsor has agreed to loan us an aggregate of up to $300,000 to be used for a portion of the expenses of the Initial Public Offering pursuant to the IPO Promissory Note. The IPO Promissory Note is non-interest bearing, unsecured and due at the earlier of December 31, 2025 or the closing of the Initial Public Offering. The loan will be repaid out of the $747,500 of offering proceeds that has been allocated to the payment of offering expenses. We had borrowed $193,236 through June 16, 2025, the consummation of the Initial Public Offering, and repaid $203,557 to the Sponsor to settle the balance on June 16, 2025. The overpayment of $10,321 was recorded as a related party receivable as of June 30, 2025.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
Option is not exercised in full or in part. All share and per-share amounts have been retroactively restated to reflect the share capitalization.