|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
Blue Acquisition Corp. (Name of Issuer) |
Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) |
G1331A108 (CUSIP Number) |
12/31/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
|
 Rule 13d-1(c)
|
| Rule 13d-1(d)
|
SCHEDULE 13G
|
| CUSIP No. | G1331A108 |
| 1 | Names of Reporting Persons
SONA ASSET MANAGEMENT (US) LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,960,185.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA, OO |
Comment for Type of Reporting Person: Percent of class represented by amount in Row (11) is based on 20,892,250 Class A Ordinary Shares outstanding as of November 12, 2025, as reported in the Issuer's Form 10-Q filed with the U.S. Securities and Exchange Commission (the "SEC") on November 12, 2025.
SCHEDULE 13G
|
| CUSIP No. | G1331A108 |
| 1 | Names of Reporting Persons
SONA ASSET MANAGEMENT (UK) LLP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED KINGDOM
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,960,185.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
FI, PN |
Comment for Type of Reporting Person: Percent of class represented by amount in Row (11) is based on 20,892,250 Class A Ordinary Shares outstanding as of November 12, 2025, as reported in the Issuer's Form 10-Q filed with the SEC on November 12, 2025.
SCHEDULE 13G
|
| CUSIP No. | G1331A108 |
| 1 | Names of Reporting Persons
Sona Asset Management Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED KINGDOM
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,960,185.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO, HC |
Comment for Type of Reporting Person: Percent of class represented by amount in Row (11) is based on 20,892,250 Class A Ordinary Shares outstanding as of November 12, 2025, as reported in the Issuer's Form 10-Q filed with the SEC on November 12, 2025.
SCHEDULE 13G
|
| CUSIP No. | G1331A108 |
| 1 | Names of Reporting Persons
Sona Asset Management Cayman Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,960,185.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO, HC |
Comment for Type of Reporting Person: Percent of class represented by amount in Row (11) is based on 20,892,250 Class A Ordinary Shares outstanding as of November 12, 2025, as reported in the Issuer's Form 10-Q filed with the SEC on November 12, 2025.
SCHEDULE 13G
|
| CUSIP No. | G1331A108 |
| 1 | Names of Reporting Persons
John Aylward | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
IRELAND
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,960,185.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN, HC |
Comment for Type of Reporting Person: Percent of class represented by amount in Row (11) is based on 20,892,250 Class A Ordinary Shares outstanding as of November 12, 2025, as reported in the Issuer's Form 10-Q filed with the SEC on November 12, 2025.
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
Blue Acquisition Corp. | |
| (b) | Address of issuer's principal executive offices:
1601 Anita Lane, Newport Beach, California, 92660 | |
| Item 2. | ||
| (a) | Name of person filing:
This statement is filed by:
(i) Sona Asset Management (US) LLC ("Sona AM (US)"), which, together with Sona AM (UK) (as defined below) serves as an investment manager to certain funds including with respect to the Class A Ordinary Shares held by those funds;
(ii) Sona Asset Management (UK) LLP ("Sona AM (UK)" and, together with Sona AM (US), collectively, the "Sona Asset Managers"), which, together with Sona AM (US), serves as an investment manager to certain funds including with respect to the Class A Ordinary Shares held by those funds;
(iii) Sona Asset Management Limited ("SAML"), which is the principal owner of each of the Sona Asset Managers;
(iv) Sona Asset Management Cayman Limited ("SAMCL" and, together with SAML, the "Sona Intermediate Companies"), which is the principal owner of SAML; and
(v) John Aylward, who is ultimately in control of the investment and voting decisions of the Sona Asset Managers and is the principal owner of SAMCL.
The Sona Asset Managers, the Sona Intermediate Companies, and Mr. Aylward are hereinafter sometimes collectively referred to as the "Reporting Persons" or individually as a "Reporting Person." Sona AM (US) is registered with the SEC as an investment adviser. Sona AM (UK) is registered with the UK Financial Conduct Authority. | |
| (b) | Address or principal business office or, if none, residence:
The address of the principal business office of Sona AM (US) is 730 3rd Avenue, 26th Floor, New York, NY 10017. The address of the principal business office of Sona AM (UK), SAML, and Mr. Aylward is 19-21 St. James's Street, London, United Kingdom SW1A 1ES. The address of the principal business office of SAMCL is c/o Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman KY1-1104, Cayman Islands. | |
| (c) | Citizenship:
(i) Sona AM (US) is a Delaware limited liability company;
(ii) Sona AM (UK) is a limited liability partnership formed under the laws of England and Wales;
(iii) SAML is a private limited company incorporated under the laws of England and Wales;
(iv) SAMCL is an exempted company incorporated in the Cayman Islands; and
(v) John Aylward is a citizen of Ireland. | |
| (d) | Title of class of securities:
Class A Ordinary Shares, par value $0.0001 per share | |
| (e) | CUSIP No.:
G1331A108 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
| |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
| |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
| |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
| |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
| |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
| |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
| |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
| |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
| |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
Investment Adviser | ||
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The information required by Items 4(a) - (c) is set forth in Rows 5 - 9 and 11 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
The Sona Asset Managers manage investment funds that collectively hold 1,960,185 Class A Ordinary Shares. The Class A Ordinary Shares held by the funds represent approximately 9.4% of the outstanding Class A Ordinary Shares, based on 20,892,250 Class A Ordinary Shares outstanding as of November 12, 2025, as reported in the Issuer's Form 10-Q filed with the SEC on November 12, 2025.
The Sona Asset Managers are deemed to be the beneficial owners of the 1,960,185 Class A Ordinary Shares held by the investment funds due to their control over the voting and dispositive decisions of the funds. The Sona Intermediate Companies are deemed to be the beneficial owners of the 1,960,185 Class A Ordinary Shares due to each of their direct or indirect ownership of the Sona Asset Managers. Mr. Aylward is deemed to be the beneficial owner of the 1,960,185 Class A Ordinary Shares due to his control over the Sona Asset Managers and his direct or indirect ownership and control of the Sona Intermediate Companies. | |
| (b) | Percent of class:
9.4% | |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
(i) Sona AM (US): 0
(ii) Sona AM (UK): 0
(iii) SAML: 0
(iv) SAMCL: 0
(v) John Aylward: 0 | ||
| (ii) Shared power to vote or to direct the vote:
(i) Sona AM (US): 1,960,185
(ii) Sona AM (UK): 1,960,185
(iii) SAML: 1,960,185
(iv) SAMCL: 1,960,185
(v) John Aylward: 1,960,185 | ||
| (iii) Sole power to dispose or to direct the disposition of:
(i) Sona AM (US): 0
(ii) Sona AM (UK): 0
(iii) SAML: 0
(iv) SAMCL: 0
(v) John Aylward: 0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
(i) Sona AM (US): 1,960,185
(ii) Sona AM (UK): 1,960,185
(iii) SAML: 1,960,185
(iv) SAMCL: 1,960,185
(v) John Aylward: 1,960,185 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
Not Applicable
| ||
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
The Class A Ordinary Shares beneficially owned by the Reporting Persons are directly held by the investment funds that the Sona Asset Managers manage. | ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
Information in Items 2(a) and 4 is hereby incorporated by reference herein. | ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
By signing below I certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to Sona AM (UK), an investment adviser registered with the UK Financial Conduct Authority, is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s). I also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|
|
|
|
|
|
|
|
|
Exhibit Information
|
Exhibit 1: Joint Filing Agreement, dated February 17, 2026 |