Blue Holdings Sponsor LLC 4
4 · Blue Acquisition Corp/Cayman · Filed Jun 18, 2026
Research Summary
AI-generated summary of this filing
Blue Acquisition (BACC) 10% Owner Buys 391,000 Shares
What Happened
- Blue Holdings Sponsor LLC, a 10% owner of Blue Acquisition Corp. (BACC), acquired 391,000 Class A ordinary shares as part of 391,000 private placement units on June 16, 2026. Each private placement unit was purchased for $10 (one Class A share plus a right to receive 1/10 of a share upon the SPAC's business combination closing), implying cash paid of $3,910,000. This was a purchase (acquisition) rather than a sale.
Key Details
- Transaction date and price: June 16, 2026; private placement units at $10.00 per unit (each unit = 1 Class A share + 1/10 fractional share right).
- Shares involved: 391,000 Class A ordinary shares included in 391,000 private placement units.
- Reported total cash paid: $3,910,000 (391,000 units × $10).
- Ownership/beneficial control: Filing reflects a change in beneficial ownership of securities held by the Sponsor following management changes at the Sponsor (see footnotes). The filing does not list a separate "shares owned after transaction" total beyond these units.
- Notable footnotes: (1) Former CEO Ketan Seth resigned as managing member of the Sponsor’s manager and forfeited his membership units and related issuer securities; (2) David Bauer was appointed managing member of the Sponsor’s manager and now holds voting and investment discretion over the Sponsor’s recorded securities, though he disclaims beneficial ownership except to the extent of any pecuniary interest; (3) the 391,000 shares are part of private placement units purchased at $10/unit.
- Timeliness: Filing dated June 18, 2026 for a June 16, 2026 transaction — appears to be filed within the normal Form 4 timeframe.
Context
- These were private placement units typical of SPAC sponsor financings (share + fractional right tied to a future closing). The fractional share rights vest only upon consummation of the issuer’s initial business combination, so part of the consideration is contingent on that closing.
- The entry reflects sponsor-level activity and a change in who controls the Sponsor’s voting/investment discretion; it does not, by itself, indicate an individual executive’s trading intent.
Insider Transaction Report
Form 4
Blue Holdings Sponsor LLC
10% Owner
Transactions
- Purchase
Class A ordinary shares
[F3][F1][F2]2025-06-16+391,000→ 391,000 total
Footnotes (3)
- [F1]This filing is being made solely to reflect a change in the beneficial owner of securities held by Blue Holdings Sponsor LLC ("Sponsor"). On June 16, 2026, Ketan Seth, the former Chief Executive Officer of the Issuer (a position from which Mr. Seth resigned as of June 9, 2026), resigned from his position as the managing member of Blue Holdings Management LLC ("BHM"), the managing member of the Sponsor, and forfeited and surrendered to BHM any and all rights, tile or interest in and to any membership units of BHM and any securities of the Issuer, including, without limitation, any right, title or interest to or in any securities of the surviving public company upon and after the consummation (the "Closing"), if any, of the proposed business combination transaction between the Issuer and Blockfusion USA, Inc.
- [F2]Upon the resignation and forfeiture by Ketan Seth, David Bauer, the Issuer's interim Chief Executive Officer and Chief Financial Officer, was appointed as the managing member of BHM and holds voting and investment discretion with respect to the securities held of record by the Sponsor. As such, Mr. Bauer may be deemed to have beneficial ownership of the securities held of record by the Sponsor. Mr. Bauer disclaims any beneficial ownership except to the extent of his pecuniary interest therein.
- [F3]Reflects the 391,000 Class A ordinary shares of Blue Acquisition Corp. (the "Issuer") that are included in the 391,000 private placement units of the Issuer purchased by Blue Holdings Sponsor LLC ("Sponsor"). Each private placement unit was purchased for $10 per unit and consists of one Class A ordinary share and one right to receive one-tenth (1/10) of one Class A ordinary share upon consummation of the Issuer's initial business combination.