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 June 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission File Number 001-42699

Blue Acquisition Corp.

(Exact name of registrant as specified in its charter)

Cayman Islands		98-1855000
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1601 Anita Lane Newport Beach, CA		92660-4803
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (646) 543-5060

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

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 and one Right	BACCU	The Nasdaq Stock Market LLC
Class A Ordinary Shares, par value $0.0001 per share	BACC	The Nasdaq Stock Market LLC
Rights, each right entitling the holder to receive one-tenth (1/10) of one Class A Ordinary Share upon the consummation of an initial Business Combination	BACCR	The Nasdaq Stock Market LLC

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 August 12, 2025, there were 20,892,250 Class A Ordinary Shares, par value $0.0001 per share, and 7,069,913 Class B Ordinary Shares, par value $0.0001 per share, of the registrant issued and outstanding.

BLUE ACQUISITION CORP.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2025

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements.
	Unaudited Condensed Balance Sheet as of June 30, 2025	1
	Unaudited Condensed Statement of Operations for the three months ended June 30, 2025 and for the period from February 10, 2025 (Inception) through June 30, 2025	2
	Unaudited Condensed Statement of Changes in Shareholders’ Deficit for the three months ended June 30, 2025 and for the period from February 10, 2025 (Inception) through June 30, 2025	3
	Unaudited Condensed Statement of Cash Flows for the period from February 10, 2025 (Inception) through June 30, 2025	4
	Notes to Unaudited Condensed Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	17
Item 3.	Quantitative and Qualitative Disclosures Regarding Market Risk.	22
Item 4.	Controls and Procedures.	22
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings.	23
Item 1A.	Risk Factors.	23
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	25
Item 3.	Defaults Upon Senior Securities.	25
Item 4.	Mine Safety Disclosures.	25
Item 5.	Other Information.	25
Item 6.	Exhibits.	26
SIGNATURES		27

	●	“Company,” “our,” “we” or “us” are to Blue Acquisition Corp., a Cayman Islands exempted company;

	●	“Continental” are to Continental Stock Transfer & Trust Company, trustee of our Trust Account (as defined below) and rights agent of our Rights (as defined below);

	June 30,
	2025
ASSETS
Current Assets:
Cash	$	1,235,432
Prepaid expenses - current		82,032
Due from related party		10,321
Total Current Assets		1,327,785
Non-current Assets:
Cash and marketable securities held in Trust Account		201,571,137
Prepaid expenses – non-current		71,507
Total Non-current Assets		201,642,644
TOTAL ASSETS	$	202,970,429

LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable	$	47,376
Accrued expenses		8,503
Administrative services fee payable – related party		2,333
Total Current Liabilities		58,212
Non-current Liabilities:
Deferred underwriter fee liability		7,043,750
Total Non-current Liabilities		7,043,750
TOTAL LIABILITIES		7,101,962

Commitments and Contingencies (Note 7)

Class A ordinary shares subject to possible redemption, $0.0001 par value; 20,125,000 shares issued and outstanding at redemption value of $10.00 per share		201,571,137

Shareholders’ Deficit
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding		—
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 767,250 shares issued and outstanding (excluding 20,125,000 shares subject to possible redemption)		77
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 7,069,913 shares issued and outstanding		707
Additional paid-in capital		—
Accumulated deficit		(5,703,454	)
Total Shareholders’ Deficit		(5,702,670	)
TOTAL LIABILITIES, ORDINARY SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT	$	202,970,429

	Three Months			For the Period From February 10, 2025 (Inception)
	Ended			Through
	June 30, 2025			June 30, 2025
Operating expenses:
Formation, general and administrative expenses	$	53,824		$	115,640
Legal and accounting expenses		16,782			16,782
Administrative services fee – related party		2,333			2,333
Insurance expense		3,493			3,493
Total operating expenses		76,432			138,248
Loss from operations		(76,432	)		(138,248	)

Other income:
Dividend income on marketable securities held in Trust Account		321,137			321,137
Interest income on operating account		709			739
Other income		321,846			321,876
Net income	$	245,414		$	183,628

Weighted average shares outstanding of redeemable Class A ordinary shares		3,096,154			1,998,227

Basic and diluted net income per share, redeemable Class A ordinary shares	$	1.70		$	2.63

Weighted average shares outstanding of non-redeemable Class A and Class B ordinary shares		6,610,815			6,415,464

Basic and diluted net loss per share, non-redeemable Class A and Class B ordinary shares	$	(0.76	)	$	(0.79	)

									Additional						Total
	Class A ordinary shares				Class B ordinary shares				Paid-in			Accumulated			Shareholders’
	Shares		Amount		Shares		Amount		Capital			Deficit			Deficit
Balance – February 10, 2025 (inception)		—	$	—		—	$	—	$	—		$	—		$	—
Class B ordinary shares issued to Sponsor⁽¹⁾		—		—		7,069,913		707		24,293						25,000
Contribution for purchase of private placement units		—		—		—		—		100,000			—			100,000
Net loss		—		—		—		—		—			(61,786	)		(61,786	)
Balance as of March 31, 2025		—		—		—		707		124,293			(61,786	)		63,214
Issuance of Class A ordinary shares in IPO		—		—		—		—		4,361,306			—			4,361,306
Sale of private placement units		592,250		59		—		—		5,822,441			—			5,822,500
Sale of representative shares		175,000		18		—		—		1,749,982			—			1,750,000
Remeasurement of Class A ordinary shares to redemption value		—		—		—		—		(12,058,022	)		(5,887,082	)		(17,945,104	)
Net income		—		—		—		—		—			245,414			245,414
Balance – June 30, 2025		767,250	$	77		7,069,913	$	707	$	—		$	(5,703,454	)	$	(5,702,670	)

Cash Flows from Operating Activities:
Net income	$	183,628
Adjustments to reconcile net loss to net cash used in operating activities:
Formation, general and administrative expenses paid by Sponsor under promissory note – related party		1,089
Dividend income on marketable securities held in Trust Account		(321,137	)
Changes in operating assets and liabilities:
Prepaid expenses		(128,539	)
Accounts payable		47,376
Accrued expenses		8,505
Administrative support fee – related party		2,333
Net cash used in operating activities		(206,745	)

Cash Flows from Investing Activities:
Purchase of treasury securities in Trust Account		(201,250,000	)
Net cash used in investing activities		(201,250,000	)

Cash Flows from Financing Activities:
Proceeds from issuance of Class A ordinary shares		201,250,000
Proceeds from sale of private placement units		5,922,500
Payment of underwriting fees and reimbursements		(4,100,000	)
Payment of promissory note – related party		(193,236	)
Due from related party, net		(10,321	)
Excess cash contribution recorded under promissory note – related party		167,147
Payment of offering costs		(343,913	)
Net cash provided by financing activities		202,692,177

Net Change in Cash		1,235,432
Cash – Beginning of period		—
Cash – End of period	$	1,235,432

Supplemental Non-Cash Investing and Financing Activities:
Deferred offering costs paid by Sponsor under promissory note – related party	$	25,000
Prepaid expenses paid by Sponsor under promissory note – related party	$	25,000
Initial fair value of Class A ordinary shares subject to possible redemption	$	183,626,033
Remeasurement of Class A ordinary shares subject to possible redemption	$	17,945,104

	June 16, 2025
Implied ordinary share price	$	9.77
Probability of acquisition		60	%
Calculated value per Public Right	$	0.23

	For the Three Months Ended
	June 30, 2025
Net income	$	245,414
Less: Remeasurement of Class A ordinary shares to redemption value		(17,945,104	)
Net loss including accretion of Class A redeemable shares to redemption value	$	(17,699,690	)

	For the Three Months Ended
	June 30, 2025
	Non-redeemable Class A and			Redeemable shares
	Class B			Class A
	Ordinary shares			Ordinary shares
Total number of shares		7,837,163			20,125,000
Ownership percentage		28	%		72	%

Net income allocated by class	$	21,767		$	223,647

Less: Remeasurement of Class A ordinary shares to redemption value based on ownership percentage		(5,029,608	)		(12,915,496	)
Plus: Accretion applicable to remeasurement of redeemable Class A ordinary shares to redemption value		—			17,945,104
Total (loss) income based on ownership percentage	$	(5,007,841	)	$	5,253,255

Weighted average shares outstanding		6,610,815			3,096,154
Basic and diluted net (loss) income per share	$	(0.76	)	$	1.70

	For the Period from February 10, 2025 (inception) through
	June 30, 2025
Net income	$	183,628
Less: Remeasurement of Class A ordinary shares to redemption value		(17,945,104	)
Net loss including accretion of Class A ordinary shares to redemption value	$	(17,761,476	)

	For the Period from February 10, 2025 (inception) through
	June 30, 2025
	Non-redeemable Class A and			Redeemable shares
	Class B			Class A
	Ordinary shares			Ordinary shares
Total number of shares		7,837,163			20,125,000
Ownership percentage		28	%		72	%

Net income allocated by class	$	(40,020	)	$	223,648

Less: Remeasurement of Class A ordinary shares to redemption value based on ownership percentage		(5,029,608	)		(12,915,496	)
Plus: Accretion applicable to remeasurement of redeemable Class A ordinary shares to redemption value		—			17,945,104
Total (loss) income based on ownership percentage	$	(5,069,628	)	$	5,253,256

Weighted average shares outstanding		6,415,464			1,998,227
Basic and diluted net income (loss) per share	$	(0.79	)	$	2.63

Gross proceeds from Initial Public Offering	$	201,250,000
Less:
Proceeds allocated to Public Rights		(4,361,306	)
Offering costs allocated to Class A ordinary shares subject to possible redemption		(13,262,661	)
Plus:
Accretion of Class A ordinary shares subject to possible redemption		17,945,104
Class A ordinary shares subject to possible redemption at June 30, 2025	$	201,571,137

	For the Three Months Ended June 30, 2025			For the Period from February 10, 2025 (Inception) through June 30, 2025
Operating loss	$	(76,432	)	$	(138,248	)
Dividend income on marketable securities held in Trust Account	$	321,137		$	321,137

	(Level 1)		(Level 2)		(Level 3)
As of June 30, 2025
Assets:
Treasury Trust Funds held in Trust Account	$	201,571,137	$	—	$	—

Exhibit No.		Description
31.1		Certification of the Principal Executive Officer pursuant to Rules 13a-14(a) and 15(d)-14(a) under the Securities Exchange Act of 1934, as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
31.2		Certification of the Principal Financial Officer pursuant to Rules 13a-14(a) and 15(d)-14(a) under the Securities Exchange Act of 1934, as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
32.1		Certification of the Principal Executive Officer 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 the Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**
101.INS		Inline XBRL Instance Document*
101.SCH		Inline XBRL Taxonomy Extension Schema Document*
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.*
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB		Inline XBRL Taxonomy Extension Labels Linkbase Document*
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document*
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).*

August 12, 2025	Blue Acquisition Corp.

	By:	/s/ Ketan Seth
		Name: Ketan Seth
		Title: Chief Executive Officer (Principal Executive Officer)

	By:	/s/ David Bauer
		Name: David Bauer
		Title: Chief Financial Officer (Principal Financial Officer)

SEC Form 10-Q filed by Blue Acquisition Corp.