UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
November 22, 2021
bleuacacia ltd
(Exact name of registrant as specified in its charter)
Cayman Islands
|
|
001-41074 |
|
98-1582905
|
|
(State or other jurisdiction
of incorporation)
|
|
(Commission
File Number)
|
|
(IRS Employer
Identification No.)
|
500 Fifth Avenue
New York, New York 10110
(Address of principal executive offices, including zip code)
(212) 935-5599
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2):
☐
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
| |
|
|
☐
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
| |
|
☐
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
| |
|
☐
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
| |
|
Securities registered pursuant to Section 12(b) of the Act:
|
|
Title of each class
|
|
Trading
|
|
Name of each exchange
|
|
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
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or
Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
On November 22, 2021, bleuacacia ltd (the “Company”) consummated its initial public offering (“IPO”) of 27,600,000 units (the “Units”), including the issuance
of 3,600,000 Units as a result of the underwriters’ full exercise of their over-allotment option. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share, one right (“Right”) and one-half of one redeemable warrant
of the Company (“Warrant”). Each Right entitles the holder thereof to receive one-sixteenth (1/16) of one Class A ordinary share, and as a result, the holder must have 16 Rights in order to receive a Class A ordinary share at the closing of the
initial business combination. Each whole Warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to
the Company of $276,000,000.
On November 22, 2021, simultaneously with the consummation of the IPO, the Company completed the private sale (the “Private Placement”) of an aggregate of
7,520,000 warrants (the “Private Placement Warrants”) to bleuacacia sponsor LLC at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $7,520,000.
A total of $276,000,000, comprised of $270,480,000 of the proceeds from the IPO (which amount includes $9,660,000 of the underwriters’ deferred discount) and
$5,520,000 of the proceeds of the sale of the Private Placement Warrants, was placed in a U.S.-based trust account, with Continental Stock Transfer & Trust Company acting as trustee.
An audited balance sheet as of November 22, 2021 reflecting receipt of the proceeds upon consummation of the IPO and the Private Placement has been issued by
the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K.
|
Item 9.01.
|
Financial Statements and Exhibits.
|
(d) Exhibits.
|
|
|
Description
|
| |
|
|
|
99.1
|
|
|
| |
|
|
104
|
|
Cover Page Interactive Data File (formatted as inline XBRL)
|
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
|
bleuacacia ltd
|
| |
|
|
|
Date: November 29, 2021
|
By:
|
/s/ Thomas Northover
|
| |
|
Name: |
Thomas Northover
|
| |
|
Title: |
Executive Director |