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.
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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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