SEC Comment Letter 0000000000-23-013450 to bleuacacia ltd (BLEU, BLEUR, BLEUU, BLEUW) (CIK 0001843370)
bleuacacia ltd (BLEU, BLEUR, BLEUU, BLEUW) (CIK 0001843370)
Date: Dec. 11, 2023 · CIK: 0001843370 · Accession: 0000000000-23-013450
AI Filing Summary & Sentiment
File numbers found in text: 001-41074
Letter
United States securities and exchange commission logo December 11, 2023 Jide Zeitlin Co-Chief Executive Officer bleuacacia ltd 500 Fifth Avenue New York, NY 10110 Re:bleuacacia ltd Preliminary Proxy Statement on Schedule 14A Filed December 1, 2023 File No. 001-41074 Dear Jide Zeitlin: We have reviewed your filing and have the following comment. Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Preliminary Proxy Statement on Schedule 14A General 1.We note that your sponsor, bleuacacia sponsor LLC, is a Cayman Islands limited liability company. With a view toward disclosure, please tell us whether your sponsor is also controlled by or has substantial ties with a non-U.S. person. Revise to include risk factor disclosure that addresses how the fact that your sponsor is itself a non-U.S. person, and, if true, is controlled by, has any members who are, or has substantial ties with, a non-U.S. person, could impact your ability to complete your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business combination with a U.S. target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets with which you could complete an initial business combination may be limited. Further, disclose that the time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from completing an initial business combination and require you to liquidate. Disclose the consequences of
FirstName LastNameJide Zeitlin Comapany Namebleuacacia ltd December 11, 2023 Page 2 FirstName LastName Jide Zeitlin bleuacacia ltd December 11, 2023 Page 2 liquidation to investors, such as the losses of the investment opportunity in a target company, any price appreciation in the combined company, and the warrants, which would expire worthless. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Kibum Park at 202-551-6836 or Mary Beth Breslin at 202-551-3625 with any other questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Valerie Ford Jacob, Esq.
Show Raw Text
United States securities and exchange commission logo
December 11, 2023
Jide Zeitlin
Co-Chief Executive Officer
bleuacacia ltd
500 Fifth Avenue
New York, NY 10110
Re:bleuacacia ltd
Preliminary Proxy Statement on Schedule 14A
Filed December 1, 2023
File No. 001-41074
Dear Jide Zeitlin:
We have reviewed your filing and have the following comment.
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A
General
1.We note that your sponsor, bleuacacia sponsor LLC, is a Cayman Islands limited liability
company. With a view toward disclosure, please tell us whether your sponsor is also
controlled by or has substantial ties with a non-U.S. person. Revise to include risk factor
disclosure that addresses how the fact that your sponsor is itself a non-U.S. person, and, if
true, is controlled by, has any members who are, or has substantial ties with, a non-U.S.
person, could impact your ability to complete your initial business combination. For
instance, discuss the risk to investors that you may not be able to complete an initial
business combination with a U.S. target company should the transaction be subject to
review by a U.S. government entity, such as the Committee on Foreign Investment in the
United States (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of
potential targets with which you could complete an initial business combination may be
limited. Further, disclose that the time necessary for government review of the transaction
or a decision to prohibit the transaction could prevent you from completing an initial
business combination and require you to liquidate. Disclose the consequences of
FirstName LastNameJide Zeitlin
Comapany Namebleuacacia ltd
December 11, 2023 Page 2
FirstName LastName
Jide Zeitlin
bleuacacia ltd
December 11, 2023
Page 2
liquidation to investors, such as the losses of the investment opportunity in a target
company, any price appreciation in the combined company, and the warrants, which
would expire worthless.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please contact Kibum Park at 202-551-6836 or Mary Beth Breslin at 202-551-3625 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Valerie Ford Jacob, Esq.