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

☐	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 of incorporation or organization)		(I.R.S. Employer Identification No.)

500 Fifth Avenue New York, NY		10110
(Address of Principal Executive Offices)		(Zip Code)

(212) 935- 5599

(Registrant’s telephone number, including area code)

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 Market LLC
Class A ordinary shares, $0.0001 par value per share	BLEU	The Nasdaq Stock Market LLC
Rights to acquire one-sixteenth of one Class A ordinary share Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share	BLEUR BLEUW	The Nasdaq Stock Market LLC The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☒ No ☐

As of May 13, 2022, 27,600,000 Class A ordinary shares, par value $0.0001, and 6,900,000 Class B ordinary shares, par value $0.0001 were issued and outstanding.

BLEUACACIA LTD

Quarterly Report on Form 10-Q

Table of Contents

		Page No.
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements	2

	Condensed Balance Sheets as of March 31, 2022 (unaudited) and December 31, 2021 (audited)	2

	Unaudited Condensed Statements of Operations for the Three Months Ended March 31, 2022 and the period from February 11, 2021 (inception) through March 31, 2021 (Unaudited)	3

	Unaudited Condensed Statements of Changes in Shareholders’ Deficit for the Three Months Ended March 31, 2022 and the period from February 11, 2021 (inception) through March 31, 2021 (Unaudited)	4

	Unaudited Condensed Statements of Cash Flows for the Three Months Ended March 31, 2022 and the period from February 11, 2021 (inception) through March 31, 2021 (Unaudited)	5

	Notes to Unaudited Condensed Financial Statements	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	24

Item 4.	Controls and Procedures	24

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	25

Item 1A.	Risk Factors	25

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities	25

Item 3.	Defaults Upon Senior Securities	26

Item 4.	Mine Safety Disclosures	27

Item 5.	Other Information	27

Item 6.	Exhibits	28

SIGNATURES

	March 31, 2022			December 31, 2021
	(unaudited)			(audited)
Assets
Current assets:
Cash	$	53,955		$	155,238
Prepaid expenses		576,542			616,785
Total current assets		630,497			772,023
Investments held in Trust Account		275,955,079			275,973,259
Total Assets	$	276,585,576		$	276,745,282

Liabilities, Class A Ordinary Shares Subject to Redemption, and Shareholders’ Deficit
Current liabilities:
Accounts payable	$	90,733		$	13,817
Accrued expenses		172,516			88,809
Total current liabilities		263,249			102,626
Deferred underwriting commissions		9,660,000			9,660,000
Total Liabilities		9,923,249			9,762,626

Commitments and Contingencies (Note 6)

Class A ordinary shares; 27,600,000 shares subject to possible redemption at $10.00 per share		276,000,000			276,000,000

Shareholders’ Deficit:
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding		-			-
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; no non-redeemable shares issued or outstanding		-			-
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 6,900,000 shares issued and outstanding		690			690
Additional paid-in capital		-			-
Accumulated deficit		(9,338,363	)		(9,018,034	)
Total shareholders’ deficit		(9,337,673	)		(9,017,344	)
Liabilities, Class A ordinary Shares Subject to Redemption, and Shareholders’ Deficit	$	276,585,576		$	276,745,282

	For the Three Months Ended March 31, 2022			For the Period from February 11, 2021 (inception) through March 31, 2021
General and administrative expenses	$	271,815		$	32,813
General and administrative expenses - related party		30,334			-
Loss from operations:		(302,149	)		(32,813	)

Other income (expenses):
Loss from investments held in Trust Account		(18,180	)		-
Net loss	$	(320,329	)	$	(32,813	)

Weighted average number of Class A ordinary shares outstanding, basic and diluted		27,600,000			-

Basic and diluted net loss per share, Class A ordinary shares	$	(0.01	)	$	-

Weighted average number of shares outstanding of Class B ordinary shares outstanding, basic and diluted (1)		6,900,000			5,877,551

Basic and diluted net loss per share, Class B ordinary shares	$	(0.01	)	$	(0.01	)

	Ordinary Shares										Additional							Total
	Class A					Class B					Paid-in			Accumulated				Shareholders’
	Shares		Amount			Shares		Amount			Capital			Deficit				Deficit
Balance - January 1, 2022		-		$	-		6,900,000		$	690		$	-		$	(9,018,034	)		$	(9,017,344	)
Net loss		-			-		-			-			-			(320,329	)			(320,329	)
Balance - March 31, 2022		-		$	-		6,900,000		$	690		$	-		$	(9,338,363	)		$	(9,337,673	)

	For the Three Months Ended March 31, 2022			For the Period from February 11, 2021 (inception) through March 31, 2021
Cash Flows from Operating Activities:
Net loss	$	(320,329	)	$	(32,813	)
Adjustments to reconcile net loss to net cash used in operating activities:
General and administrative expenses paid by related party in exchange for issuance of Class B ordinary shares		-			25,000
Loss from investments held in the Trust Account		18,180			-
Changes in operating assets and liabilities:
Prepaid expenses		40,243			-
Accounts payable		76,916			-
Accrued expenses		83,707			7,813
Net cash used in operating activities		(101,283	)		-

Net change in cash		(101,283	)		-

Cash - beginning of the period		155,238			-
Cash - end of the period	$	53,955		$	-

Supplemental disclosure of non-cash investing and financing activities:
Offering costs included in accounts payable	$	-		$	32,600
Offering costs included in accrued expenses	$	-		$	150,000
Offering costs paid by related party under promissory note	$	-		$	72,088

	For the Three Months Ended March 31, 2022
Basic and diluted net loss per ordinary share:	Class A			Class B
Numerator:
Allocation of net loss	$	(256,263	)	$	(64,066	)

Denominator:
Basic and diluted weighted average ordinary shares outstanding		27,600,000			6,900,000

Basic and diluted net loss per ordinary share	$	(0.01	)	$	(0.01	)

	For the Period from February 11, 2021 (inception) through March 31, 2021
	Class A		Class B
Basic and diluted net loss per ordinary share:
Numerator:
Allocation of net loss	$	-	$	(32,813	)

Denominator:
Basic and diluted weighted average ordinary shares outstanding		-		5,877,551

Basic and diluted net loss per ordinary share	$	-	$	(0.01	)


Gross proceeds	$	276,000,000
Less:
Proceeds allocated to Public Warrants		(7,624,500	)
Offering costs allocated to Class A ordinary shares subject to possible redemption		(15,877,541	)
Plus:
Remeasurement on Class A ordinary shares subject to possible redemption amount		23,502,041

Class A ordinary shares subject to possible redemption	$	276,000,000

Description	Level 1		Level 2		Level 3
Assets at March 31, 2022:
Investments held in Trust Account	$	275,955,079	$	-	$	-
Assets at December 31, 2021:
Investments held in Trust Account	$	275,973,259	$	-	$	-

Exhibit No.		Description of Exhibit
3.1(1)		Amended and Restated Memorandum and Articles of Association
31.1*		Certification of Jide Zeitlin, Co-Chief Executive Officer of the Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Lew Frankfort, Co-Chief Executive Officer of the Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.3*		Certification of Thomas Northover, Executive Director of the Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Jide Zeitlin, Co-Chief Executive Officer of the Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of Lew Frankfort, Co-Chief Executive Officer of the Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.3**		Certification of Thomas Northover, Executive Director of the Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document
Exhibit 104		Cover Page Interactive Data File - The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

Date: May 13, 2022		/s/ Jide Zeitlin
	Name:	Jide Zeitlin
	Title:	Co-Chief Executive Officer
		(Principal Executive Officer)

Date: May 13, 2022		/s/ Lew Frankfort
	Name:	Lew Frankfort
	Title:	Co-Chief Executive Officer
		(Principal Executive Officer)

Date: May 13, 2022		/s/ Thomas Northover
	Name:	Thomas Northover
	Title:	Executive Director
		(Principal Financial and Accounting Officer)

SEC Form 10-Q filed by bleuacacia ltd