Blue Holdings Sponsor LLC 4

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.