CORRESP Filing
Blue Acquisition Corp/Cayman
Date: June 10, 2025 · CIK: 0002059654 · Accession: 0001185185-25-000608
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-287281
Referenced dates: June 10, 2025
Letter
BLUE ACQUISITION CORP.
Anita Lane
Newport Beach, CA 92660
June 10, 2025
VIA EDGAR
Office of Real Estate and Construction
Division of Corporation Finance
Securities and Exchange Commission
Washington, D.C. 20549
Attention: Stacie Gorman
Re: Blue Acquisition Corp./Cayman
Registration Statement on Form S-1
Filed: June 2, 2025
File No. 333-287281
Ladies & Gentlemen:
This letter sets forth the responses of Blue Acquisition Corp., a Cayman Islands exempted company (the “ Company ,” “ we ,” “ our ” or “ us ”), to the comment letter dated June 10, 2025 received from the staff (the “ Staff ”) of the Securities and Exchange Commission (the “ Commission ”) concerning Amendment No.1 to the Company’s registration statement on Form S-1 filed via EDGAR to the Commission on June 2, 2025 (the “ Registration Statement ”).
Concurrently with the submission of this letter, the Company is filing Amendment No. 2 to the Registration Statement (the “ Amendment ”) via EDGAR to the Commission for review.
The Staff’s comments are repeated below and are followed by the Company’s responses. To the extent helpful, we have included page references in the Amendment where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Amendment.
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.
Response : The Company acknowledges the Staff’s comment and has added disclosure on pages 23, 30, 34, 127, 132, 149 and 153 in response to this comment.
We thank the Staff for its review of the foregoing and the Amendment. If you have any questions or further comments concerning the Amendment, please contact our counsel, Lijia Sanchez of Ellenoff Grossman & Schole LLP, by telephone at (212) 370-1300 or via e-mail at lsanchez@egsllp.com.
Sincerely,
Blue Acquisition Corp.
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CORRESP 1 filename1.htm BLUE ACQUISITION CORP. 1601 Anita Lane Newport Beach, CA 92660 June 10, 2025 VIA EDGAR Office of Real Estate and Construction Division of Corporation Finance Securities and Exchange Commission Washington, D.C. 20549 Attention: Stacie Gorman Re: Blue Acquisition Corp./Cayman Registration Statement on Form S-1 Filed: June 2, 2025 File No. 333-287281 Ladies & Gentlemen: This letter sets forth the responses of Blue Acquisition Corp., a Cayman Islands exempted company (the “ Company ,” “ we ,” “ our ” or “ us ”), to the comment letter dated June 10, 2025 received from the staff (the “ Staff ”) of the Securities and Exchange Commission (the “ Commission ”) concerning Amendment No.1 to the Company’s registration statement on Form S-1 filed via EDGAR to the Commission on June 2, 2025 (the “ Registration Statement ”). Concurrently with the submission of this letter, the Company is filing Amendment No. 2 to the Registration Statement (the “ Amendment ”) via EDGAR to the Commission for review. The Staff’s comments are repeated below and are followed by the Company’s responses. To the extent helpful, we have included page references in the Amendment where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Amendment. 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. Response : The Company acknowledges the Staff’s comment and has added disclosure on pages 23, 30, 34, 127, 132, 149 and 153 in response to this comment. We thank the Staff for its review of the foregoing and the Amendment. If you have any questions or further comments concerning the Amendment, please contact our counsel, Lijia Sanchez of Ellenoff Grossman & Schole LLP, by telephone at (212) 370-1300 or via e-mail at lsanchez@egsllp.com. Sincerely, Blue Acquisition Corp. /s/ Ketan Seth Ketan Seth Chief Executive Officer Enclosures cc: Eric McPhee Jennifer Monick David Link Lijia Sanchez Giovanni Caruso – Loeb & Loeb LLP