Item 8.01 Other Events.

As previously disclosed on a Current Report on Form 8-K, as filed with the Securities and Exchange Commission on December 8, 2021, Blue Ocean Acquisition Corp (the "Company") consummated its initial public offering (the "IPO") of 16,500,000 units (the "Units"). Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (an "Ordinary Share"), and one-half of one redeemable warrant of the Company. Each whole warrant entitles the holder thereof to purchase one Ordinary Share for $11.50 per share, subject to adjustment. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $165,000,000.

Substantially concurrently with the closing of the IPO, the Company completed the private sale of 8,135,000 warrants at a purchase price of $1.00 per Private Placement Warrant, to the Company's sponsor, Blue Ocean Sponsor, LLC (the "Sponsor"), and 100,000 warrants to Apollo SPAC Fund I, L.P., a fund managed by affiliates of Apollo Global Management, Inc. (collectively, the "Private Placement Warrants") generating gross proceeds to the Company of $8,235,000. The Private Placement Warrants give the holder the right to buy one Class A ordinary share of the Company for $11.50 per share.

A total of $168,300,000, comprised of proceeds from the IPO and the sale of the Private Placement Warrants, was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee.

Subsequently, on December 7, 2021, the underwriter exercised the over-allotment option in full, and the closing of the issuance and sale of the additional 2,475,000 units (the "Over-Allotment Units") occurred on December 9, 2021. In connection with the over-allotment exercise, the Company issued 2,475,000 Over-Allotment Units, representing 2,475,000 Ordinary Shares and 1,237,500 public warrants at a price of $10.00 per Unit, generating total gross proceeds of $24,750,000.

Substantially concurrently with the closing of the sale of the Over-Allotment Units, the Company completed the private sale of 990,000 Private Placement Warrants to the Sponsor at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $990,000.

A total of $193,545,000 of the net proceeds from the sale of the units in the IPO (including the Over-Allotment Units) and the private placements on December 7, 2021 and December 9, 2021 were placed in a trust account established for the benefit of the Company's public shareholders.

An audited balance sheet as of December 7, 2021, reflecting receipt of the IPO proceeds, but not the over-allotment proceeds, has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K. The Company's unaudited pro forma balance sheet as of December 9, 2021, reflecting receipt of the proceeds from the sale of the Over-Allotment Units and the additional Private Placement Warrants, is included as Exhibit 99.2 to this Current Report on Form 8-K.

On December 9, 2021, the Company issued a press release, a copy of which is attached as Exhibit 99.3 to this Current Report on Form 8-K, announcing the closing of the full exercise of the underwriter's over-allotment option. --------------------------------------------------------------------------------

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed with this Form 8-K:

Exhibit No. Description of Exhibits


  99.1      Audited Balance Sheet as of December 7, 2021
  99.2      Pro Forma Balance Sheet as of December 9, 2021
  99.3      Press Release



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