SecProbe.io

CORRESP
 1
 filename1.htm

 June
11, 2025

 VIA
EDGAR

 Division
of Corporation Finance

 Office
of Real Estate & Construction

 United
States Securities and Exchange Commission

 100
F Street, N.E.

 Washington,
D.C. 20549

 Re:
 Blue
 Acquisition Corp./Cayman

 Registration
 Statement on Form S-1

 File
 No. 333-287281

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Securities Act"), BTIG, LLC, as the representative of the underwriters of the offering, hereby join the request
of the Company that the effective date of the above-captioned Registration Statement be accelerated so as to permit it to become effective
on June 12, 2025 at 4:30 p.m., Eastern time, or as soon thereafter as practicable.

 Pursuant
to Rule 460 of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Act, we, acting on behalf
of the several underwriters, wish to advise you that, through June 11, 2025, we distributed to each underwriter or dealer, who is reasonably
anticipated to be invited to participate in the distribution of the security, as many copies, as well as "E-red" copies of
the Preliminary Prospectus dated June 10, 2025, as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

 We
have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 [ Signature
Page Follows ]

 Very
truly yours,

 BTIG, LLC

 By:
 /s/ Paul Wood

 Name:
 Paul Wood

 Title:
 Managing Director

CORRESP
 1
 filename1.htm

 BLUE
ACQUISITION CORP.

 1601
Anita Lane

 Newport
Beach CA, 92660-4803

 June
11, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Real Estate & Construction

 100
F Street, N.E.

 Washington,
DC 20549

 Attention:
 Stacie
 Gorman

 Re:
 Blue
 Acquisition Corp./Cayman

 Registration
 Statement on Form S-1

 Filed
 May 14, 2025, as amended
 File
 No. 333-287281

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Blue Acquisition Corp. hereby requests acceleration of effectiveness of the
above referenced Registration Statement so that it will become effective at 4:30 p.m. ET on June 12, 2025, or as soon as thereafter
practicable.

 Very
 truly yours,

 /s/
 Ketan Seth

 Ketan
 Seth

 Chief
 Executive Officer

 cc:

 Stuart Neuhauser, Ellenoff Grossman &
Schole LLP

 Lijia Sanchez, Ellenoff Grossman & Schole LLP

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

<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>

CORRESP
 1
 filename1.htm

 BLUE
ACQUISITION CORP.

 1601 Anita Lane

 Newport Beach, CA 92660

 June 2, 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
May 14, 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
May 29, 2025 received from the staff (the " Staff ")
of the Securities and Exchange Commission (the " Commission ")
concerning the Company's registration statement on Form S-1 filed via EDGAR to the Commission on May 14, 2025 (the " Registration
Statement ").

 Concurrently with the submission of this letter,
the Company is filing Amendment No. 1 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.

 Registration
Statement on Form S-1

 Cover
Page

 1. We note your revision to page 8. Please revise
your disclosure on you cover page to address the dilutive impact of raising additional funds. We also note your disclosure on page 19,
that if you increase or decrease the size of the offering, you will take steps to maintain the ownership of initial shareholders at 26%
of issued and outstanding ordinary shares. Please revise disclosure on your cover page to address this potential adjustment to the number
of Class B shares held by the sponsor and its affiliates.

 Response : The Company acknowledges the Staff's
comment and has added disclosure on the cover page to address the adjustment to the number of founder shares which has been made to maintain
the percentage ownership of the initial shareholders at 26% as a result in the increase in the size of the offering (as well as other
adjustments, if any) and the dilutive impact of raising additional funds in response to this comment.

 Proposed
Business

 Our
Management Team and Board of Directors, page 104

 2. We note you have added disclosure regarding
the experience of General Wesley Clark. We note your disclosure that he served on the board of ImmunityBio, Inc. "from February
2021 until March 9, 2021" and "since March 2021." It appears that your references to ImmunityBio, Inc. are to the same
entity. Please advise or revise your disclosure as appropriate to clarify. Further, we note your disclosure on page 105 regarding the
prior SPAC experience of both Wesley Clark and Nadim Qureshi. Please revise to briefly address those entities in their business experience
disclosures as appropriate. Please revise your disclosure here and on pages 4 and 136. Please refer to Item 401(e) of Regulation S-K.

 Response :
The Company acknowledges the Staff's comment, and has revised the disclosures concerning the business experience, and in particular,
the prior SPAC experience of General Wesley Clark and Nadim Qureshi in the two sections captioned "Our Management Team and Board
of Directors" and in the "Management" section in response to this comment.

 Prior
SPAC Experience, page 105

 3. We note your response to prior comment 5.
Please revise your disclosure to clarify the number of times each prior SPAC has sought to extend the time to complete a business, the
amount of time for each extension, and disclose the redemptions levels in connection with each extension. See Item 1603(a)(3) of Regulation
S-K

 Response : The Company acknowledges the Staff's
comment, and has revised the disclosure in both of the sections captioned "Prior SPAC Experience" to state the number of times
each SPAC has sought to extend the time to complete a business combination, the amount of time for each extension, and the redemption
levels in connection with each extension.in response to this comment.

 Management

 Special
Advisors, page 137

 4. Please revise your disclosure regarding your
special advisors to comply with Item 401(c) of Regulation S-K.

 Response : The Company acknowledges the Staff's
comment, and has provided the disclosure concerning the business experience of each special advisor on page 144 of the Amendment in response
to this comment.

 2

 We thank the Staff very much
for its review of the foregoing and the Amendment. If you have 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

 3

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 29, 2025

Ketan Seth
Chief Executive Officer
Blue Acquisition Corp/Cayman
1601 Anita Lane
Newport Beach, CA 92660

 Re: Blue Acquisition Corp/Cayman
 Registration Statement on Form S-1
 Filed May 14, 2025
 File No. 333-287281
Dear Ketan Seth:

 We have reviewed your registration statement and have the following
comments.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a 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. Unless
we note
otherwise, any references to prior comments are to comments in our April 22,
2025 letter.

Registration Statement on Form S-1
Cover Page

1. We note your revision to page 8. Please revise your disclosure on you
cover page to
 address the dilutive impact of raising additional funds. We also note
your disclosure
 on page 19, that if you increase or decrease the size of the offering,
you will take steps
 to maintain the ownership of initial shareholders at 26% of issued and
outstanding
 ordinary shares. Please revise disclosure on your cover page to address
this potential
 adjustment to the number of Class B shares held by the sponsor and its
affiliates.
Proposed Business
Our Management Team and Board of Directors, page 104

2. We note you have added disclosure regarding the experience of General
Wesley
 Clark. We note your disclosure that he served on the board of
ImmunityBio, Inc.
 May 29, 2025
Page 2

 "from February 2021 until March 9, 2021" and "since March 2021." It
appears that
 your references to ImmunityBio, Inc. are to the same entity. Please
advise or revise
 your disclosure as appropriate to clarify. Further, we note your
disclosure on page 105
 regarding the prior SPAC experience of both Wesley Clark and Nadim
Qureshi.
 Please revise to briefly address those entities in their business
experience disclosures
 as appropriate. Please revise your disclosure here and on pages 4 and
136. Please refer
 to Item 401(e) of Regulation S-K.
Prior SPAC Experience, page 105

3. We note your response to prior comment 5. Please revise your disclosure
to clarify the
 number of times each prior SPAC has sought to extend the time to
complete a
 business, the amount of time for each extension, and disclose the
redemptions levels
 in connection with each extension. See Item 1603(a)(3) of Regulation S-K
Management
Special Advisors, page 137

4. Please revise your disclosure regarding your special advisors to comply
with Item
 401(c) of Regulation S-K.
 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.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 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>

CORRESP
 1
 filename1.htm

 BLUE ACQUISITION CORP.

 1601 Anita Lane

 Newport Beach, CA 92660

 May 14, 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

 Draft Registration Statement on Form S-1

 Submitted on March 26, 2025

 CIK No. 0002059654

 Ladies and 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 April 22, 2025 received from the staff (the “ Staff ”) of the Securities and Exchange Commission
(the “ Commission ”) concerning the Company’s draft registration statement on Form S-1 submitted via EDGAR to the
Commission on March 26, 2025 (the “ Draft Registration Statement ”).

 Concurrently with the submission of this letter,
the Company is filing its Registration Statement on Form S-1 (the “ Registration Statement ”) 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 Registration Statement.

 Draft Registration Statement on Form S-1

 Cover Page

 1. We note your disclosure that you may pay finder’s
fees, advisory fees, consulting fees, success fees or salaries to your sponsor, officers, directors or their affiliates. On page 35 and
elsewhere, you refer to this fee only being paid to independent directors. Please revise your disclosure, as appropriate, to address this
discrepancy. Further, please describe the extent to which compensation may result in a material dilution of the purchasers’ equity
interests. Also, we note your disclosure on page 5 that you may engage your sponsor or an affiliate as an advisor and pay a salary. Please
revise your disclosure here to reflect this. Please refer to Items 1602(a)(3) of Regulation S-K.

 Response : The Company acknowledges the
Staff's comment and in response to this comment, the disclosure on the cover page, pages 8, 37, 107, 151 and throughout the prospectus
has been revised to state that the Company may pay finder's fees, advisory fees, consulting fees, success fees or salaries to its
sponsor, officers, directors or their affiliates, and that such payments may result in a material dilution of the purchasers' equity
interests. The disclosure on the cover page also has been revised to state that the Company may engage the sponsor or an affiliate as
an advisor and pay it a salary.

 The Offering Ability to extend time to complete business combination,
page 23

 2. We note your disclosure that “If a majority
of the units sold in this offering are purchased by non-managing sponsor members then it may have a material impact...given the potential
conflict of interest....” 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 units.

 Response : The Company acknowledges the
Staff's comment, and has added disclosure on page 26 in response to this comment.

 Management Team Conflicts of Interest, page
36

 3. We note your disclosure on page 36 that your
“sponsor, officers, or directors may sponsor or form other special purpose acquisition companies similar to [yours] or may pursue
other business or investment ventures during the period in which [you] are seeking an initial business combination.” Please clarify
how opportunities to acquire targets will be allocated among SPACs. Please make similar revisions to your disclosure on page 138. Please
refer to Items 1602(b)(7) and 1603(b) of Regulation S-K.

 Response : The Company acknowledges the
Staff's comment, and has added disclosure on pages 38, 78 and 142 in response to this comment.

 Dilution, page 93

 4. Please expand your narrative disclosure to
describe each material potential source of future dilution. Your revisions should address, but not necessarily be limited to, the up to
$1,500,000 of working capital loans that may be convertible into private placement units. Reference is made to Item 1602(c) of Regulation
S-K.

 Response : The Company acknowledges the
Staff’s comment, and in response to this comment, the disclosure in the narrative discussion in this section has been revised to
describe the material potential sources of future dilution.

 Proposed Business

 Our Management Team and Board of Directors, page 101

 5. We note your disclosure on page 111 that you
“have not contacted any of the prospective target businesses that our management team in their prior SPACs had considered and rejected
as target businesses to acquire.” Please describe the experience of your sponsor and its affiliates and promoters in organizing
SPACs. See Item 1603(a)(3) of Regulation S-K. To the extent your management does not have experience with prior SPACs, please revise to
clarify this and add risk factor disclosure as appropriate.

 Response : The Company acknowledges the
Staff's comment, and in response to this comment, a section has been added on pages 5 and 105 under the caption "Prior SPAC
Experience" has been added to this section. In addition, a risk factor has been added at page 78 stating that the Company's
management does not have prior experience working with special purpose acquisition companies.

 2

 We thank the Staff very much
for its review of the foregoing and the Registration Statement. If you have 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

 3

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 22, 2025

Ketan Seth
Chief Executive Officer
Blue Acquisition Corp/Cayman
1601 Anita Lane
Newport Beach, CA 92660

 Re: Blue Acquisition Corp/Cayman
 Draft Registration Statement on Form S-1
 Submitted March 26, 2025
 CIK No. 0002059654
Dear Ketan Seth:

 We have reviewed your draft registration statement and have the
following comments.

 Please respond to this letter by providing the requested information and
either
submitting an amended draft registration statement or publicly filing your
registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing the information you provide in response to this letter
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.

Draft Registration Statement on Form S-1
Cover Page

1. We note your disclosure that you may pay finder's fees, advisory fees,
consulting fees,
 success fees or salaries to your sponsor, officers, directors or their
affiliates. On page
 35 and elsewhere, you refer to this fee only being paid to independent
directors.
 Please revise your disclosure, as appropriate, to address this
discrepancy. Further,
 please describe the extent to which compensation may result in a
material dilution of
 the purchasers equity interests. Also, we note your disclosure on
page 5 that you may
 engage your sponsor or an affiliate as an advisor and pay a salary.
Please revise your
 disclosure here to reflect this. Please refer to Items 1602(a)(3) of
Regulation S-K.
 April 22, 2025
Page 2

The Offering
Ability to extend time to complete business combination, page 23

2. We note your disclosure that "If a majority of the units sold in this
offering are
 purchased by non-managing sponsor members then it may have a material
impact...
 given the potential conflict of interest...." 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 units.
Management Team Conflicts of Interest, page 36

3. We note your disclosure on page 36 that your "sponsor, officers, or
directors may
 sponsor or form other special purpose acquisition companies similar to
[yours] or may
 pursue other business or investment ventures during the period in which
[you] are
 seeking an initial business combination." Please clarify how
opportunities to acquire
 targets will be allocated among SPACs. Please make similar revisions to
your
 disclosure on page 138. Please refer to Items 1602(b)(7) and 1603(b) of
Regulation S-
 K.
Dilution, page 93

4. Please expand your narrative disclosure to describe each material
potential source of
 future dilution. Your revisions should address, but not necessarily be
limited to, the up
 to $1,500,000 of working capital loans that may be convertible into
private placement
 units. Reference is made to Item 1602(c) of Regulation S-K.
Proposed Business
Our Management Team and Board of Directors , page 101

5. We note your disclosure on page 111 that you "have not contacted any of
the
 prospective target businesses that our management team in their prior
SPACs had
 considered and rejected as target businesses to acquire." Please
describe the
 experience of your sponsor and its affiliates and promoters in
organizing SPACs. See
 Item 1603(a)(3) of Regulation S-K. To the extent your management does
not have
 experience with prior SPACs, please revise to clarify this and add risk
factor
 disclosure as appropriate.
 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
</TEXT>
</DOCUMENT>