Blue Acquisition Corp Unit(BACCU) - 2025 Q1 - Quarterly Report

PART I – FINANCIAL INFORMATION This section provides the unaudited financial statements and management's analysis for Blue Acquisition Corp Item 1. Financial Statements. This section presents Blue Acquisition Corp.'s unaudited condensed financial statements and notes for the period ending March 31, 2025 Unaudited Condensed Balance Sheet as of March 31, 2025 This table presents the company's financial position, including assets, liabilities, and equity, as of March 31, 2025 Balance Sheet Summary as of March 31, 2025 | ASSETS | Amount ($) | | :--- | :--- | | Cash | $70,030 | | Prepaid expenses | $25,000 | | Deferred offering costs | $82,900 | | Total Assets | $177,930 | | LIABILITIES AND SHAREHOLDER'S EQUITY | | | Liabilities: | | | Accounts payable | $19,527 | | Accrued expenses | $11,200 | | Accrued offering costs | $57,900 | | Promissory note – related party | $26,089 | | Total Liabilities | $114,716 | | Shareholder's Equity: | | | Class B ordinary shares | $707 | | Additional paid-in capital | $124,293 | | Accumulated deficit | ($61,786) | | Total shareholder's equity | $63,214 | | Total Liabilities and Shareholder's Equity | $177,930 | Unaudited Condensed Statement of Operations for the period from February 10, 2025 (Inception) through March 31, 2025 This statement details the company's operating results, including net loss, from inception through March 31, 2025 Statement of Operations Summary (Feb 10, 2025 - Mar 31, 2025) | Operating expenses: | Amount ($) | | :--- | :--- | | Formation and general and administrative costs | $61,816 | | Operating loss | ($61,816) | | Other income: | | | Interest income from operating account | $30 | | Other income | $30 | | Net loss | ($61,786) | | Basic and diluted weighted average Class B ordinary shares outstanding | 6,147,750 | | Basic and diluted net loss per Class B ordinary share | ($0.01) | Unaudited Condensed Statement of Changes in Shareholders' Equity for the period from February 10, 2025 (Inception) through March 31, 2025 This statement outlines changes in shareholder's equity from inception through March 31, 2025 Statement of Changes in Shareholders' Equity Summary (Feb 10, 2025 - Mar 31, 2025) | | Class B Ordinary shares | | Additional Paid-In Capital | Accumulated Deficit | Shareholder's Equity | | :--- | :--- | :--- | :--- | :--- | :--- | | Balance as of February 10, 2025 (inception) | — | $ — | $ — | $ — | $ — | | Class B ordinary shares issued to Sponsor | 7,069,913 | $ 707 | $ 24,293 | $ — | $ 25,000 | | Contribution for purchase of private placement units | — | $ — | $ 100,000 | $ — | $ 100,000 | | Net loss | — | $ — | $ — | $ (61,786) | $ (61,786) | | Balance as of March 31, 2025 | 7,069,913 | $ 707 | $ 124,293 | $ (61,786) | $ 63,214 | Unaudited Condensed Statement of Cash Flows for the period from February 10, 2025 (Inception) through March 31, 2025 This statement summarizes cash flows from operating and financing activities from inception through March 31, 2025 Statement of Cash Flows Summary (Feb 10, 2025 - Mar 31, 2025) | Cash flows from operating activities: | Amount ($) | | :--- | :--- | | Net loss | $ (61,786) | | Adjustments to reconcile net loss to net cash used in operating activities: | | | Formation, general and administrative expenses paid by Sponsor under promissory note – related party | $ 1,089 | | Changes in operating assets and liabilities: | | | Accounts payable | $ 19,527 | | Accrued expenses | $ 11,200 | | Net cash used in operating activities | $ (29,970) | | Cash flows from financing activities: | | | Contribution for purchase of private placement units | $ 100,000 | | Net cash provided by financing activities | $ 100,000 | | Net change in cash | $ 70,030 | | Cash, beginning of the period | $ — | | Cash, end of the period | $ 70,030 | | Supplemental disclosure of noncash investing and financing activities: | | | Prepaid expenses paid by Sponsor in exchange for issuance of Class B ordinary shares | $ 25,000 | | Deferred offering costs paid by Sponsor under promissory note – related party | $ 25,000 | | Deferred offering costs included in accrued offering costs | $ 57,900 | Notes to Unaudited Condensed Financial Statements This section provides detailed explanations and disclosures supporting the unaudited condensed financial statements Note 1 — Organization and Business Operations This note details the company's SPAC formation, pre-operational status, IPO financing reliance, and going concern uncertainties - The Company was incorporated on February 10, 2025, as a special purpose acquisition company (SPAC) for the purpose of effecting a Business Combination[24] - As of March 31, 2025, the Company had not commenced any operations, with all activity related to its formation and the Initial Public Offering[25] - The Company had $70,030 cash and a working capital deficiency of $19,686 as of March 31, 2025, raising substantial doubt about its ability to continue as a going concern[34] Note 2 — Significant Accounting Policies This note details the company's significant accounting policies, including GAAP, EGC status, deferred offering costs, and income tax - The Company is an 'emerging growth company' and has elected not to opt out of the extended transition period for complying with new or revised financial accounting standards[41][42] - Deferred offering costs are professional and registration fees related to the IPO, which will be charged to shareholder's equity upon successful completion of the offering or to operations if unsuccessful[48] - The Company is considered an exempted Cayman Islands company and is not subject to income taxes in the Cayman Islands or the United States, resulting in a zero tax provision for the period[57] Note 3 — Initial Public Offering This note details the company's Initial Public Offering on June 16, 2025, including units sold, price, and gross proceeds - The Company consummated its Initial Public Offering on June 16, 2025, selling 20,125,000 Units[64] IPO Details | IPO Details | | | :--- | :--- | | Units Sold | 20,125,000 | | Price Per Unit | $10.00 | | Gross Proceeds | $201,250,000 | Note 4 — Private Placement This note describes the simultaneous private placement of 592,250 units to the Sponsor and underwriters, generating $5,922,500 - The Company completed the private sale of 592,250 Private Placement Units to the Sponsor and underwriters on June 16, 2025[66] Private Placement Details | Private Placement Details | | | :--- | :--- | | Units Sold | 592,250 | | Price Per Unit | $10.00 | | Aggregate Purchase Price | $5,922,500 | | Purchasers | Sponsor, BTIG, Roberts & Ryan | Note 5 — Segment Information This note confirms the company operates as a single reportable segment, with the CFO as CODM, reviewing overall operating results - The Company operates as a single reportable segment, with the Chief Financial Officer identified as the chief operating decision maker (CODM)[68] - The CODM assesses performance and allocates resources based on net income or loss and total assets, reviewing formation, general, and administrative costs, cash, liquid resources, and deferred costs[69][72][73] Note 6 — Related Party Transactions This note outlines related party transactions, including founder share issuance, promissory notes, and administrative service agreements - The Sponsor received 7,069,913 Class B ordinary shares (founder shares) for a $25,000 capital contribution, with up to 922,163 shares subject to forfeiture[74] - The Sponsor loaned the Company up to $300,000 via a non-interest bearing promissory note for IPO expenses, with $26,089 borrowed as of March 31, 2025, and fully repaid by June 16, 2025[76][79] - The Company entered into an Administrative Services Agreement to pay Blue Holdings Management LLC $5,000 per month for office space and administrative support, commencing on the IPO effective date[80] Note 7 — Commitments and Contingencies This note details commitments and contingencies, including business combination risks, registration rights, and underwriting fees - The Company's ability to complete an initial Business Combination may be adversely affected by various factors beyond its control, such as changes in laws, economic conditions, and geopolitical instability[82] - The underwriters were entitled to a cash underwriting discount of $4,025,000 and a deferred underwriting discount of $7,043,750, payable upon completion of an initial business combination[86][87] - The Company issued 175,000 Representative Shares to the underwriters, which are subject to transfer restrictions and waivers of redemption/liquidation rights[88][89] Note 8 — Shareholder's Equity This note describes the company's authorized and issued share capital, including Class B ordinary shares and their conversion terms - As of March 31, 2025, there were no Preferred or Class A Ordinary Shares issued or outstanding[90][91] - 7,069,913 Class B ordinary shares (founder shares) were issued and outstanding to the Sponsor as of March 31, 2025, following a share capitalization in May 2025[92] - Class B ordinary shares automatically convert into Class A ordinary shares upon consummation of the initial Business Combination, subject to adjustment, and holders of Class B shares have exclusive voting rights on director appointments and jurisdiction changes prior to the Business Combination[95][96] Note 9 — Subsequent Events This note details post-March 31, 2025 events, including Sponsor contributions, share capitalization, IPO, and private placement - The Sponsor made capital contributions totaling $249,950 in April and May 2025, applied to the purchase of Private Placement Units[101] - On June 16, 2025, the Company consummated its Initial Public Offering of 20,125,000 Units, generating gross proceeds of $201,250,000[103] - Simultaneously, the Company completed the private sale of 592,250 Private Placement Units for an aggregate purchase price of $5,922,500, with $201,250,000 from both offerings placed in a trust account[105][106] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. Management discusses the company's financial condition, operational results, liquidity, capital resources, and accounting policies Overview This overview describes the company as a blank check entity for a Business Combination, highlighting risks and going concern uncertainties - The Company is a blank check company incorporated on February 10, 2025, for the purpose of effecting an initial Business Combination, and has not yet selected a target[110] - Issuance of additional securities or incurring significant debt for a Business Combination could lead to significant equity dilution, subordination of rights, change in control, and adverse effects on market prices[111][116] - The Company's plans to raise capital or complete its initial Business Combination are not assured, and failure could impact its ability to continue as a going concern[112] Recent Developments This section details post-March 31, 2025 events, including Sponsor contributions, share capitalization, IPO, and private placement - The Sponsor deposited $249,950 into the Company's bank account in April and May 2025, accounted for as a capital contribution for Private Placement Units[114] - In May 2025, a share capitalization resulted in 7,069,913 Class B Ordinary Shares outstanding, with up to 922,162 shares subject to forfeiture[115] - On June 16, 2025, the Company consummated its IPO, selling 20,125,000 Public Units for $201,250,000, and simultaneously completed a private sale of 592,250 Private Placement Units for $5,922,500, with $201,250,000 placed in a trust account[117][119][120] Results of Operations This section reviews the company's limited operations and net loss of $61,786 from inception through March 31, 2025 - The Company has not engaged in any operations or generated revenues since inception, with activities focused on organization and IPO preparation[121] Financial Performance (Feb 10, 2025 - Mar 31, 2025) | Financial Performance (Feb 10, 2025 - Mar 31, 2025) | Amount ($) | | :--- | :--- | | Net Loss | ($61,786) | | Formation, General, and Administrative Expenses | $61,816 | | Interest Income from Operating Account | $30 | - The Company expects increased expenses after the IPO due to public company requirements and due diligence for a Business Combination[121] Liquidity and Capital Resources This section discusses the company's pre- and post-IPO liquidity, capital resources, and use of proceeds for operations - Pre-IPO liquidity was satisfied by a $25,000 Sponsor contribution and up to $300,000 in Sponsor loans[123] - Post-IPO, $201,250,000 from the IPO and Private Placement was placed in a Trust Account, with remaining proceeds for working capital[126] - As of March 31, 2025, the Company had $70,030 cash outside the Trust Account, intended for identifying and evaluating target businesses and other pre-Business Combination activities[128] Off-Balance Sheet Arrangements As of March 31, 2025, the Company did not have any off-balance sheet arrangements as defined by SEC regulations - The Company did not have any off-balance sheet arrangements as of March 31, 2025[134] Contractual Obligations This section details the company's contractual obligations, including deferred underwriting fees and administrative service agreements - The Company had no long-term debt, capital lease obligations, operating lease obligations, or long-term liabilities as of March 31, 2025[135] - A deferred underwriting fee of $7,043,750 is payable to underwriters upon completion of a Business Combination[135] - The Company pays $5,000 per month for administrative services to an affiliate of its Sponsor, and the IPO Promissory Note of $26,089 (as of March 31, 2025) was repaid by June 16, 2025[136][137] Commitments and Contingencies Holders of Founder Shares and Private Placement Units are entitled to registration rights, with the Company bearing filing expenses - Holders of Founder Shares, Private Placement Units, and other specified securities are entitled to registration rights, with the Company bearing the expenses for filing registration statements[138][139] Critical Accounting Estimates The Company had not identified any critical accounting estimates as of March 31, 2025 - The Company had not identified any critical accounting estimates as of March 31, 2025[140] Recent Accounting Pronouncements The Company adopted ASU 2023-07 on February 10, 2025, and is assessing ASU 2023-09, effective after December 15, 2024 - The Company adopted ASU 2023-07, 'Segment reporting (Topic 280): Improvements to Reportable Segment Disclosures,' on February 10, 2025[141] - The Company is currently assessing the impact of ASU 2023-09, 'Improvements to Income Tax Disclosures,' which is effective for fiscal years beginning after December 15, 2024[142] Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk. As a smaller reporting company, the Company is exempt from providing quantitative and qualitative market risk disclosures - The Company is a smaller reporting company and is not required to provide quantitative and qualitative disclosures about market risk[143] Item 4. Controls and Procedures. The company's disclosure controls were ineffective as of March 31, 2025, due to a material weakness, prompting a remediation plan - The Company's disclosure controls and procedures were not effective as of March 31, 2025, due to a material weakness in internal controls over financial reporting[144][145] - Management plans to implement a remediation plan, including designing a formal control environment, accounting policies, and enhancing processes for complex accounting applications[145] - Disclosure controls and procedures provide only reasonable, not absolute, assurance and may not prevent all errors or instances of fraud[146][147] PART II – OTHER INFORMATION This section provides additional information, including legal proceedings, risk factors, and equity sales Item 1. Legal Proceedings. To management's knowledge, no material litigation is pending against the company or its officers and directors - There is no material litigation currently pending against the Company or its officers or directors[150] Item 1A. Risk Factors. As a smaller reporting company, risk factors are not required, but a material weakness in internal controls is noted - As a smaller reporting company, the Company is not required to include risk factors in this report[151] - A material weakness in internal controls over financial reporting was identified as of March 31, 2025, posing a risk to accurate and timely financial reporting and investor confidence[152][153] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. This section details unregistered sales of Private Placement Units and the use of IPO and private placement proceeds - Simultaneously with the IPO, 592,250 Private Placement Units were sold to the Sponsor, BTIG, and Roberts & Ryan for $5,922,500, exempt from registration under Section 4(a)(2) of the Securities Act[154] - On June 16, 2025, the Company consummated its IPO, selling 20,125,000 Public Units for gross proceeds of $201,250,000[155] - A total of $201,250,000 from the IPO and Private Placement was placed in a U.S.-based trust account, with remaining proceeds used for working capital to identify and consummate an initial Business Combination[157][158] Item 3. Defaults Upon Senior Securities. There were no defaults upon senior securities during the reporting period - There were no defaults upon senior securities[160] Item 4. Mine Safety Disclosures. Mine safety disclosures are not applicable to the Company - Mine safety disclosures are not applicable[161] Item 5. Other Information. No Rule 10b5-1 or non-Rule 10b5-1 trading arrangements were adopted or terminated by directors or officers - None of the Company's directors or officers adopted or terminated any Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the quarter[162] Item 6. Exhibits. This section lists filed exhibits, including promissory notes, subscription agreements, officer certifications, and XBRL documents - The exhibits include promissory notes, securities subscription agreements, certifications of principal executive and financial officers, and XBRL instance and taxonomy documents[164] SIGNATURES This section contains the official signatures of the company's executive officers, certifying the report's accuracy SIGNATURES The report was signed on August 4, 2025, by Ketan Seth, Chief Executive Officer, and David Bauer, Chief Financial Officer - The report was signed on August 4, 2025, by Ketan Seth, Chief Executive Officer, and David Bauer, Chief Financial Officer[168]