Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders' equ ...

Letter Agreement Amendment On April 15, 2024, we have entered into an amendment to that certain letter agreement dated November 17, 2021, entered into by and among the Company, its officers, directors and senior advisors at the time of the initial public offering and the sponsor (the "Letter Agreement Amendment"). Pursuant to the Letter Agreement Amendment, the sponsor vesting provisions that would cause certain shares held by the sponsor following the consummation of an initial business combination to be c ...

The Company's Sponsor, executive officers and directors agreed not to propose an amendment to the Company's Amended and Restated Memorandum and Articles of Association that would affect the substance or timing of the Company's obligation to provide for the redemption of its Public Shares in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Shareholders with the opportunity to redeem th ...

Financial Position - As of June 30, 2023, the company had approximately $33,000 in cash and a working capital deficit of approximately $120,000[24]. - The company has a convertible promissory note (the "2022 Note") allowing it to borrow up to an aggregate of $1,500,000 from the Sponsor, with approximately $774,000 outstanding as of June 30, 2023[26]. - The company has not generated any operating revenues to date and does not expect to do so until after completing its initial business combination[29]. - As of June 30, 2023, the Company did not have any off-balance sheet arrangements[55]. Income and Expenses - For the three months ended June 30, 2023, the company reported a net income of approximately $1.5 million, driven by a gain of approximately $1.9 million from investments held in the trust account[30]. - For the six months ended June 30, 2023, the company achieved a net income of approximately $4.3 million, with a gain of approximately $5.0 million from investments held in the trust account[32]. - The company incurred approximately $30,000 in general and administrative expenses for the three months ended June 30, 2023[30]. - The company has incurred expenses of $30,000 for office space and administrative support services for the three months ended June 30, 2023[38]. Business Combination - The company must complete a business combination with a target having a fair market value equal to at least 80% of the net assets held in the trust account[21]. - If the company fails to complete a business combination by August 22, 2023, it will cease operations and redeem public shares at a cash price equal to the amount in the trust account[23]. Shareholder Agreements and Equity - The Company entered into non-redemption agreements with ten unaffiliated third parties, where Non-Redeeming Shareholders agreed not to redeem 1,500,000 ordinary shares, with an estimated fair value of $363,750 for 375,000 Founder Shares transferred to them[48]. - The Company’s Class A ordinary shares feature certain redemption rights classified as temporary equity, presented at redemption value outside the shareholders' deficit section[46]. - The Company has two classes of shares, Class A and Class B, with net income (loss) per ordinary share calculated by dividing net income (loss) by the weighted average shares outstanding[50]. - Diluted net income (loss) per ordinary share is the same as basic net income (loss) per share for the three and six months ended June 30, 2023, due to anti-dilutive effects of certain warrants[51]. Accounting and Compliance - The Company adopted ASU 2016-13 on January 1, 2023, which did not have a material impact on its financial statements[52]. - The Company is classified as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new or revised accounting standards[56]. - The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks[44]. - The Company’s audit committee reviews all payments made to the Sponsor, executive officers, or directors on a quarterly basis[43]. Underwriting and Financing - The underwriters received an underwriting discount of approximately $5.5 million and deferred underwriting commissions of approximately $9.7 million, contingent upon the completion of a Business Combination[41]. - The Company borrowed approximately $167,000 under the 2021 Note and repaid primarily all of it upon closing of the Initial Public Offering, with a remaining balance of approximately $1,000 repaid on November 24, 2021[42].

Emerging Growth Company • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; | --- | --- | --- | --- | --- | --- | --- | |------------------------------------------------------------------------------|------------|----------|-----------|-------|------------|------------| | | | | | | | | | Denominator: | | | | | | | | Basic and diluted weighted average ordinary shares outstanding | 27,600,000 | | 6,900,000 | | 27,600,000 | 6,900,000 | | | | | ...

Securities registered pursuant to Section 12(b) of the Act: | --- | --- | --- | |--------------------------------------------------------------------------------------------------------------------------------------|-------------------|-----------------------------------------------------| | Title of each class | Trading Symbol(s) | Name of each exchange on which registered | | Units, each consisting of one Class A ordinary share, one right and one-half of one redeemable warrant | BLEUU | The Nasdaq Stock M ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41074 bleuacacia ltd (Exact name of registrant as specified in its charter) Cayman Islands 98-1582905 (State or other jurisdict ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41074 bleuacacia ltd (Exact name of registrant as specified in its charter) Cayman Islands 98-1582905 (State or other jurisdiction o ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41074 bleuacacia ltd (Exact name of registrant as specified in its charter) Cayman Islands 98-1582905 (State or other jurisdiction ...

IPO and Financial Structure - The company completed its Initial Public Offering on November 22, 2021, raising gross proceeds of $276.0 million from the sale of 27,600,000 units at $10.00 per unit, with offering costs of approximately $16.3 million[20]. - A total of $276,000,000 from the IPO and private placement was placed in a U.S.-based trust account[22]. - The company has $267,615,000 available for a business combination after offering expenses of $725,000, providing options for liquidity events, capital for growth, or debt reduction[60]. - The anticipated cash consideration for public shares upon redemption is expected to be $10.00 per share[92]. - The expected per-share redemption amount upon dissolution is approximately $10.00, but this may be reduced due to creditor claims[120]. - The company has access to $1,275,000 from the Initial Public Offering proceeds to cover potential claims and liquidation costs, estimated to be around $100,000[124]. - If the trust account proceeds fall below $10.00 per public share due to creditor claims, the actual redemption value may be significantly less[122]. - The company will not redeem public shares if it would cause net tangible assets to fall below $5,000,001[129]. - Claims of creditors may have priority over shareholders' claims in the event of bankruptcy, potentially reducing the per-share amount received[211]. Acquisition Strategy and Focus - The company aims to focus on acquiring global high-growth premium consumer-facing brands that resonate emotionally with millennial and Gen-Z consumers, targeting businesses with long-term growth prospects and robust recurring revenues[19]. - The company intends to pursue acquisition opportunities that exhibit strong fundamentals, such as visible recurring revenues and scalable growth, which can lead to attractive free cash flow characteristics[38]. - The management's strategy includes identifying companies with a large addressable market and a strong existing customer base, particularly those with emotional engagement with younger consumers[38]. - The company is optimistic about its ability to identify and evaluate potential business combinations through its disciplined sourcing strategy[33]. - The company recognizes the impact of COVID-19 on its acquisition process and the operations of potential target businesses[43]. - The company anticipates receiving acquisition opportunities from various unaffiliated sources, including investment bankers and private investment funds[67]. - The company may engage professional firms for business acquisitions in the future, potentially paying finder's fees tied to transaction completion[67]. - The company may face intense competition from other entities in acquiring target businesses, which could limit its options[132]. - The increased number of blank check companies may lead to a scarcity of attractive targets, potentially increasing the cost of initial business combinations[187]. Business Combination and Redemption Process - The company plans to structure its initial business combination to ensure that the post-transaction entity will own or acquire at least 50% of the voting securities of the target business[45]. - The initial business combination must involve a target with a fair market value equal to at least 80% of the net assets held in the trust account[69]. - The post-transaction company must own or acquire 50% or more of the issued and outstanding voting securities of the target[70]. - The company intends to provide public shareholders the opportunity to redeem shares upon completion of the initial business combination, either through a general meeting or a tender offer[95]. - Redemptions will be conducted under SEC rules, with the offer remaining open for at least 20 business days, and cannot complete the business combination until the tender offer period expires[98]. - If the initial business combination is not approved, shareholders who elected to redeem will not be entitled to redeem their shares for the pro rata share of the trust account[113]. - The company has 18 months from the closing of the Initial Public Offering to complete its initial business combination, after which it will redeem public shares at a price based on the trust account balance[115]. - If the initial business combination is not completed within the required time period, public shareholders may receive only approximately $10.00 per share upon liquidation[142]. - The company must maintain net tangible assets of at least $5,000,001 after redemptions to proceed with a business combination[158]. - If a significant number of shares are submitted for redemption, the company may need to restructure the transaction or seek third-party financing, potentially leading to dilution[160]. Management and Operational Risks - The management team has extensive experience in sourcing, structuring, and operating businesses, which positions the company well to create shareholder value[29]. - The management team has developed a network of relationships with business leaders to identify brands that can leverage current market trends[28]. - The management's ability to assess the target's management team may not be accurate, posing additional risks[79]. - The company may incur losses if the identification and evaluation of a target business do not lead to a successful combination[73]. - The lack of diversification may expose the company to significant economic and regulatory risks[78]. - The company may need to reserve a portion of cash in the trust account to meet minimum cash requirements for the initial business combination, which could limit available funds for the transaction[160]. - The company may depend on loans from its sponsor or management team to fund its search for a target business if net proceeds are insufficient[197]. - The company has incurred and expects to continue incurring significant costs in pursuit of acquisition plans since the completion of the Initial Public Offering[195]. Regulatory and Compliance Considerations - The company is classified as an "emerging growth company" and will remain so until it meets certain revenue or market value thresholds[57]. - The company is also a "smaller reporting company," allowing it to provide reduced disclosure obligations until it exceeds specific market value or revenue thresholds[58]. - The company intends to take advantage of reduced disclosure obligations as a smaller reporting company[138]. - If deemed an investment company under the Investment Company Act, the company may face burdensome compliance requirements and restrictions on activities[213]. - The company must ensure that investment securities do not constitute more than 40% of its assets to avoid being classified as an investment company[216]. Shareholder Rights and Approval - Shareholder approval may be required if the issuance of ordinary shares exceeds 20% of the outstanding shares[83]. - The company may seek to recruit additional managers post-business combination, but there is no assurance of their availability[81]. - Public shareholders may redeem shares without voting, and initial shareholders have agreed to vote in favor of the business combination[103]. - A public shareholder is restricted from redeeming more than 15% of the shares sold in the Initial Public Offering without prior consent[106]. - Shareholders must tender their certificates or deliver shares electronically to exercise redemption rights[108]. - The company must seek shareholder approval for any amendments related to the redemption process or shareholder rights[117]. - If the company fails to comply with redemption procedures, shareholders may not be able to redeem their shares[179].