UPLOAD Filing
Blue Acquisition Corp/Cayman
Date: June 10, 2025 · CIK: 0002059654 · Accession: 0000000000-25-006106
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-287281
Letter
Re: Blue Acquisition Corp/Cayman Amendment No. 1 to Registration Statement on Form S-1 Filed June 2, 2025 File No. 333-287281 Dear Ketan Seth:
June 10, 2025
Ketan Seth Chief Executive Officer Blue Acquisition Corp/Cayman 1601 Anita Lane Newport Beach, CA 92660
We have reviewed your amended registration statement and have the following comment.
Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments.
Amendment No. 1 to Registration Statement on Form S-1 The Offering Founders Shares, page 22
1. We note disclosure on page 23 and elsewhere in the filing that "if the non-managing sponsor investors purchase all of the units for which they have expressed interest or otherwise hold a substantial number of units, then they will potentially have different interests than other public shareholders." Please revise to clarify that regardless of the number of units they purchase, non-managing sponsor investors will have different interests than other public shareholders in that they will be incentivized to vote for a business combination due to their indirect interest in founder shares and private share rights. June 10, 2025 Page 2
Please contact Eric McPhee at 202-551-3693 or Jennifer Monick at 202-551-3295 if you have questions regarding comments on the financial statements and related matters. Please contact Stacie Gorman at 202-551-3585 or David Link at 202-551-3356 with any other questions.
Sincerely,
Division of Corporation
Finance
Office of Real Estate &
Construction
cc: Lijia Sanchez, Esq.
Show Raw Text
<DOCUMENT> <TYPE>TEXT-EXTRACT <SEQUENCE>2 <FILENAME>filename2.txt <TEXT> June 10, 2025 Ketan Seth Chief Executive Officer Blue Acquisition Corp/Cayman 1601 Anita Lane Newport Beach, CA 92660 Re: Blue Acquisition Corp/Cayman Amendment No. 1 to Registration Statement on Form S-1 Filed June 2, 2025 File No. 333-287281 Dear Ketan Seth: We have reviewed your amended registration statement and have the following comment. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Amendment No. 1 to Registration Statement on Form S-1 The Offering Founders Shares, page 22 1. We note disclosure on page 23 and elsewhere in the filing that "if the non-managing sponsor investors purchase all of the units for which they have expressed interest or otherwise hold a substantial number of units, then they will potentially have different interests than other public shareholders." Please revise to clarify that regardless of the number of units they purchase, non-managing sponsor investors will have different interests than other public shareholders in that they will be incentivized to vote for a business combination due to their indirect interest in founder shares and private share rights. June 10, 2025 Page 2 Please contact Eric McPhee at 202-551-3693 or Jennifer Monick at 202-551-3295 if you have questions regarding comments on the financial statements and related matters. Please contact Stacie Gorman at 202-551-3585 or David Link at 202-551-3356 with any other questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Lijia Sanchez, Esq. </TEXT> </DOCUMENT>