Bleuacacia : Regulation FD Disclosure - Form 8-K

Item 7.01.

Regulation FD Disclosure.

On December 13, 2023, bleuacacia ltd, a Cayman Islands exempted company (the "Company"), filed a definitive proxy statement (the "Extension Proxy") for its extraordinary general meeting (the "Extension Meeting"), scheduled to be held on December 28, 2023, at which the Company's shareholders will vote on, among other things, a proposal to amend the Company's amended and restated memorandum and articles of association (the "Extension Proposal") to extend the date (the "Termination Date") by which it has to consummate a business combination (the "Articles Extension") to November 22, 2024 (the "Articles Extension Date"). In connection with the Extension Meeting, the Company and bleuacacia sponsor LLC, a Cayman Islands limited liability company (the "Sponsor") intend to enter into non-redemption agreements (the "Non-Redemption Agreements") with certain unaffiliated third parties, pursuant to which such third parties shall agree not to redeem (or to validly rescind any redemption requests on) their Class A ordinary shares of the Company ("Non-Redeemed Shares") in connection with the Extension Proposal. In exchange for the foregoing commitments not to redeem such Class A ordinary shares, the Sponsor will agree to transfer Class B ordinary shares of the Company held by the Sponsor to such third parties immediately following consummation of an initial business combination if such third parties continue to hold such Non-Redeemed Shares through the Extension Meeting. The Non-Redemption Agreements are expected to increase the amount of funds that remain in the Company's trust account following the Extension Meeting, relative to the amount remaining in the trust account in the absence of the Non-Redemption Agreements.

The foregoing summary of the Non-Redemption Agreement does not purport to be complete and is qualified in its entirety by reference to the form of Non-Redemption Agreement filed herein as Exhibit 10.1 and incorporated herein by reference.

Forward-Looking Statements

This Current Report on Form 8-K (the "Report") includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that are not historical facts. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. These forward-looking statements and factors that may cause such differences include, without limitation, the risk that approval of the Company's shareholders for the Extension Proposal is not obtained; the amount of redemptions made by the Company's shareholders in connection with the Extension Meeting and its impact on the amount of funds available in the Company's trust account to complete an Initial Business Combination; and the risks and uncertainties indicated in the Extension Proxy and from time to time in the Company's other filings with the Securities and Exchange Commission ("SEC"). Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.

Participants in the Solicitation

The Company and its directors, executive officers, other members of management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies from the shareholders of the Company in connection with the Extension Meeting. Investors and shareholders may obtain more detailed information regarding the names, affiliations and interests of the Company's directors and officers in the Extension Proxy, which may be obtained free of charge from the sources indicated below.

No Offer or Solicitation

This Report shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities. This communication shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.

Additional Information and Where to Find It

The Company urges investors, shareholders and other interested persons to read the Extension Proxy as well as other documents filed by the Company with the SEC, because these documents will contain important information about the Company and the Extension Proposal. Shareholders may obtain copies of the Extension Proxy, without charge, at the SEC's website at www.sec.govor by directing a request to the Company's proxy solicitor, Morrow Sodali LLC, at 333 Ludlow Street, 5th Floor, South Tower, Stamford, CT 06902, or by telephone at [phone] (Individuals), [phone] (banks and brokers) or via email at [e-mail].