Sec Form 4 Filing - Blue Holdings Sponsor LLC @ Blue Acquisition Corp/Cayman - 2025-06-16

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Blue Holdings Sponsor LLC
2. Issuer Name and Ticker or Trading Symbol
Blue Acquisition Corp/Cayman [ BACC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O BLUE ACQUISITION CORP., 1601 ANITA LANE
3. Date of Earliest Transaction (MM/DD/YY)
06/16/2025
(Street)
NEWPORT BEACH, CA92660
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A ordinary shares 06/16/2025 P 391,000 ( 1 ) A $ 10 391,000 D ( 2 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Rights to receive Class A ordinary shares ( 3 ) 06/16/2025 P 391,000 ( 3 ) ( 3 ) ( 3 ) Class A Ordinary Shares 39,100 ( 3 ) ( 3 ) 39,100 ( 4 ) D ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Blue Holdings Sponsor LLC
C/O BLUE ACQUISITION CORP.
1601 ANITA LANE
NEWPORT BEACH, CA92660
X
Blue Holdings Management LLC
C/O BLUE ACQUISITION CORP.
1601 ANITA LANE
NEWPORT BEACH, CA92660
X
Seth Ketan
C/O BLUE ACQUISITION CORP.
1601 ANITA LANE
NEWPORT BEACH, CA92660
X X Chief Executive Officer
Signatures
/s/ Ketan Seth, Managing Member of Blue Management LLC Managing Member of Blue Holdings Sponsor LLC 06/18/2025
Signature of Reporting Person Date
/s/ Ketan Seth 06/18/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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.
( 2 )The Sponsor is the record holder of the shares reported herein. Blue Holdings Management LLC is the managing member of the Sponsor. Ketan Seth is the managing member of Blue Holdings Management LLC and holds voting and investment discretion with respect to the Class B ordinary shares held of record by the Sponsor. As such, Mr. Seth may be deemed to have beneficial ownership of the securities held of record by the Sponsor. Mr. Seth disclaims any beneficial ownership except to the extent of their pecuniary interest therein.
( 3 )Represents the 39,100 Class A ordinary shares, which may be acquired by Sponsor upon the conversion of 391,000 rights (included in the Sponsor's private placement units) upon consummation of the registrant's initial business combination. As described in the Registration Statement under the heading "Description of Securities-Share Rights," each right will automatically convert into one-tenth (1/10) of one Class A ordinary share upon consummation of the Issuer's initial business combination, subject to certain adjustments described therein. No fractional Class A ordinary shares will be issued upon conversion of such rights.
( 4 )Excluding 6,769,913 Class B ordinary shares held by the Sponsor acquired pursuant to a subscription agreement by and between the Issuer and the Sponsor.

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