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, 2023

☐	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	BLEUR	The Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share	BLEUW	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 17, 2023, 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		1

Item 1.	Financial Statements	1

	Condensed Balance Sheets as of March 31, 2023 (unaudited) and December 31, 2022 (audited)	1

	Unaudited Condensed Statements of Operations for the Three Months Ended March 31, 2023 and 2022	2

	Unaudited Condensed Statements of Changes in Shareholders’ Deficit for the Three Months Ended March 31, 2023 and 2022	3

	Unaudited Condensed Statements of Cash Flows for the Three Months Ended March 31, 2023 and 2022	4

	Notes to Unaudited Condensed Financial Statements	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	24

Item 4.	Controls and Procedures	24

PART II. OTHER INFORMATION		25

Item 1.	Legal Proceedings	25

Item 1A.	Risk Factors	25

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

Item 3.	Defaults Upon Senior Securities	26

Item 4.	Mine Safety Disclosures	26

Item 5.	Other Information	26

Item 6.	Exhibits	26

SIGNATURES		28

	March 31, 2023			December 31, 2022
	(Unaudited)
Assets
Current assets:
Cash	$	214,069		$	60,591
Prepaid expenses		269,306			284,431
Total current assets		483,375			345,022
Investments held in Trust Account		282,431,622			279,359,521
Total Assets	$	282,914,997		$	279,704,543

Liabilities, Class A Ordinary Shares Subject to Redemption, and Shareholders’ Deficit
Current liabilities:
Accounts payable	$	90,100		$	250,249
Accrued expenses		78,182			6,187
Total current liabilities		168,282			256,436
Convertible working capital loan - related party		774,480			300,000
Deferred underwriting commissions		9,660,000			9,660,000
Total Liabilities		10,602,762			10,216,436

Commitments and Contingencies (Note 6)

Class A ordinary shares subject to possible redemption; $0.0001 par value; 27,600,000 shares at redemption value of approximately $10.23 and $10.12 per share as of March 31, 2023 and December 31, 2022, respectively		282,331,622			279,259,521

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		(10,020,077	)		(9,772,104	)
Total shareholders’ deficit		(10,019,387	)		(9,771,414	)
Liabilities, Class A ordinary Shares Subject to Redemption, and Shareholders’ Deficit	$	282,914,997		$	279,704,543

	For the Three Months Ended March 31,
	2023			2022
General and administrative expenses	$	217,973		$	271,815
General and administrative expenses - related party		30,000			30,334
Loss from operations:		(247,973	)		(302,149	)

Other income:
Gain (Loss) from investments held in Trust Account		3,072,101			(18,180	)
Net income (loss)	$	2,824,128		$	(320,329	)

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

Basic and diluted net income (loss) per share, Class A ordinary shares	$	0.08		$	(0.01	)

Weighted average number of shares outstanding of Class B ordinary shares outstanding, basic and diluted		6,900,000			6,900,000

Basic and diluted net income (loss) per share, Class B ordinary shares	$	0.08		$	(0.01	)

	Ordinary Shares										Additional							Total
	Class A					Class B					Paid-in			Accumulated				Shareholders’
	Shares		Amount			Shares		Amount			Capital			Deficit				Deficit
Balance - January 1, 2023		—		$	—		6,900,000		$	690		$	—		$	(9,772,104	)		$	(9,771,414	)
Net income		—			—		—			—			—			2,824,128				2,824,128
Remeasurement on Class A common stock subject to possible redemption		—			—		—			—			—			(3,072,101	)			(3,072,101	)
Balance – March 31, 2023		—		$	—		6,900,000		$	690		$	—		$	(10,020,077	)		$	(10,019,387	)

	For the Three Months Ended March 31,
	2023						2022
	Class A			Class B			Class A				Class B
Basic and diluted net income (loss) per ordinary share:
Numerator:
Allocation of net income (loss)		$	2,259,302		$	564,826		$	(256,263	)		$	(64,066	)

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

Basic and diluted net income (loss) per ordinary share		$	0.08		$	0.08		$	(0.01	)		$	(0.01	)


Gross proceeds	$	276,000,000
Less:
Proceeds allocated to Public Warrants and Rights		(7,624,500	)
Class A ordinary shares issuance costs		(15,877,541	)
Plus:
Adjust carrying value to initial redemption value		26,761,562
Class A ordinary shares subject to possible redemption, December 31, 2022		279,259,521
Remeasurement on Class A ordinary shares subject to possible redemption		3,072,101
Class A ordinary shares subject to possible redemption, March 31, 2023	$	282,331,622

Description	Level 1		Level 2		Level 3
Assets at March 31, 2023:
Investments held in Trust Account	$	282,431,622	$	—	$	—
Assets at December 31, 2022:
Investments held in Trust Account	$	279,359,521	$	—	$	—

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 17, 2023		/s/ Jide Zeitlin
	Name:	Jide Zeitlin
	Title:	Co-Chief Executive Officer
		(Principal Executive Officer)

Date: May 17, 2023		/s/ Lew Frankfort
	Name:	Lew Frankfort
	Title:	Co-Chief Executive Officer
		(Principal Executive Officer)

Date: May 17, 2023		/s/ Thomas Northover
	Name:	Thomas Northover
	Title:	Executive Director
		(Principal Financial and Accounting Officer)

SEC Form 10-Q filed by bleuacacia ltd