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|
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(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
|
|
|
(Address of principal executive offices)
|
(Zip Code)
|
Title of Each Class:
|
Trading Symbol(s)
|
Name of Each Exchange on Which Registered:
|
||
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|
|
||
|
|
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||
|
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Large accelerated filer
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☐
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Accelerated filer
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☐
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☑
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Smaller reporting company
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Emerging growth company
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Page
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|||
1
|
|||
Item 1.
|
1
|
||
Item 2.
|
21
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||
Item 3.
|
26
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||
Item 4.
|
26
|
||
27
|
|||
Item 1.
|
27
|
||
Item 1A
|
27
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||
Item 2.
|
28
|
||
Item 3.
|
28
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||
Item 4.
|
28
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||
Item 5.
|
28
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||
Item 6.
|
28
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||
30
|
March 31, 2023
|
December 31,
2022
|
|||||||
(Unaudited)
|
||||||||
Assets
|
||||||||
Current Assets:
|
||||||||
Cash
|
$
|
|
$
|
|
||||
Prepaid expenses and other assets
|
|
|
||||||
Total current assets
|
|
|
||||||
Non-current assets
|
||||||||
Marketable securities held in trust account
|
|
|
||||||
Total assets
|
$
|
|
$
|
|
||||
Liabilities and Shareholders’ Deficit
|
||||||||
Current Liabilities:
|
||||||||
Accounts payable and accrued expenses
|
$
|
|
$
|
|
||||
Accounts Payable – Related Party
|
|
|
||||||
Total current liabilities
|
|
|
||||||
Accrued offering costs, non-current
|
|
|
||||||
Warrant liabilities
|
|
|
||||||
Deferred underwriting fee payable
|
|
|
||||||
Total liabilities
|
|
|
||||||
Commitments
|
|
|
||||||
Class A ordinary shares subject to possible redemption,
|
|
|
||||||
Shareholders’ Deficit:
|
||||||||
Preferred shares, $
|
|
|
||||||
Class A ordinary shares, $
|
|
|
||||||
Class B ordinary shares, $
|
|
|
||||||
Additional paid-in capital
|
|
|
||||||
Accumulated deficit
|
(
|
)
|
(
|
)
|
||||
Total shareholders’ deficit
|
(
|
)
|
(
|
)
|
||||
Total Liabilities and Shareholders’ Deficit
|
$
|
|
$
|
|
For The Three Months Ended March 31, |
||||||||
2023
|
2022
|
|||||||
General and administrative expenses
|
$
|
|
$ | |||||
Loss from operations
|
(
|
)
|
( |
) | ||||
Other Income (expense):
|
||||||||
Interest earned on marketable securities held in Trust Account
|
|
|||||||
Unrealized gain or (loss) on marketable securities held in Trust Account
|
|
( |
) | |||||
Change in fair value of warrant liabilities
|
(
|
)
|
||||||
Net income
|
$
|
|
$ | |||||
Weighted average shares outstanding of Class A redeemable ordinary shares
|
|
|||||||
Basic and diluted net income per ordinary share, Class A redeemable ordinary shares
|
$
|
|
$ | |||||
Weighted average shares outstanding of Class B ordinary shares non-redeemable shares
|
|
|||||||
Basic and diluted net income per ordinary share, Class B ordinary shares non-redeemable shares
|
$
|
|
$ |
Class B Ordinary
shares
|
Additional
Paid in
|
Accumulated |
Total
Shareholders’
|
|||||||||||||||||
Shares
|
Amount
|
Capital
|
Deficit
|
Deficit
|
||||||||||||||||
Balance - December 31, 2022
|
|
$
|
|
|
|
$
|
(
|
)
|
$
|
(
|
)
|
|||||||||
Accretion of Class A ordinary shares to redemption value
|
— | ( |
) | ( |
) | |||||||||||||||
Net Income
|
—
|
|
|
|
|
|||||||||||||||
Balance – March 31, 2023
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
Class B Ordinary
shares
|
Additional
Paid in
|
Accumulated |
Total
Shareholders’
|
|||||||||||||||||
Shares
|
Amount
|
Capital
|
Deficit
|
Deficit
|
||||||||||||||||
Balance – December 31, 2021
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
|||||||||
Net Income
|
—
|
|
|
|
|
|||||||||||||||
Balance – March 31, 2022
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
For
The Three Months Ended March 31, |
||||||||
2023
|
2022
|
|||||||
Cash Flow from Operating Activities:
|
||||||||
Net income
|
$
|
|
$ | |||||
Adjustments to reconcile net income to net cash used in operating activities:
|
||||||||
Interest earned on marketable securities held in Trust Account
|
(
|
)
|
( |
) | ||||
Unrealized (gain) loss on marketable securities held in Trust Account
|
(
|
)
|
||||||
Change in fair value of warrant liabilities
|
|
( |
) | |||||
Changes in operating assets and liabilities:
|
||||||||
Prepaid expenses and other current assets
|
|
( |
) | |||||
Other assets, non-current
|
|
|||||||
Accounts payable and accrued expenses, current
|
|
|||||||
Accounts Payable – Related Party
|
|
|||||||
Net cash used in operating activities
|
(
|
)
|
( |
) | ||||
Cash flows from financing activities:
|
||||||||
Payment of offering costs
|
|
( |
) | |||||
Net cash used in financing activities
|
|
( |
) | |||||
Net change in cash
|
(
|
)
|
( |
) | ||||
Cash at the beginning of the period
|
|
|||||||
Cash at the end of the period
|
$
|
|
$ | |||||
Supplemental Disclosure of Non-Cash Investing and Financing Activities:
|
||||||||
Deferred underwriting fee payable
|
$
|
|
$ | |||||
Accretion of ordinary shares subject to redemption
|
$ | $ |
Level 1: |
Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with
sufficient frequency and volume to provide pricing information on an ongoing basis.
|
Level 2: |
Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets
or liabilities in markets that are not active.
|
Level 3: |
Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.
|
Class A ordinary shares subject to possible redemption as of December 31, 2021
|
$
|
|
||
Plus:
|
||||
Adjust carrying value to initial redemption value
|
|
|||
Class A ordinary shares subject to possible redemption as of December 31, 2022
|
$
|
|
||
Adjust carrying value to initial redemption value
|
|
|||
Class A ordinary shares subject to possible redemption as of March 31, 2023
|
$
|
|
For the Three Months ended
March 31, 2023
|
For the Three Months ended March 31, 2022 |
|||||||||||||||
Class A
|
Class B
|
Class A |
Class B |
|||||||||||||
EPS
|
||||||||||||||||
Numerator: Net Income
|
||||||||||||||||
Allocation of net income
|
$
|
|
$
|
|
$ | $ | ||||||||||
Denominator: Weighted Average share
|
||||||||||||||||
Basic and diluted weighted average shares outstanding
|
|
|
||||||||||||||
Basic and diluted net income per ordinary share
|
$
|
|
$
|
|
$ | $ |
• |
in whole and not in part;
|
• |
at a price of $
|
• |
upon not less than
|
•
|
if, and only if, the reported last sale price of the Class A ordinary shares equals or exceeds $
|
• |
in whole and not in part;
|
• |
at $
|
•
|
if, and only if, the Reference Value (as defined above under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $
|
•
|
if the Reference Value is less than $
|
March 31,
2023
|
Quoted Prices in
Active Markets
(Level 1)
|
Significant Other
Observable
Inputs (Level 2)
|
Significant Other
Unobservable
Inputs (Level 3)
|
|||||||||||||
Assets:
|
||||||||||||||||
Marketable securities held in Trust Account
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
Liabilities:
|
||||||||||||||||
Warrant liabilities – Public Warrants
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
Warrant liabilities – Private Placement Warrants
|
$
|
|
$
|
|
$
|
|
$
|
|
December 31,
2022
|
Quoted Prices in
Active Markets
(Level 1)
|
Significant Other
Observable
Inputs (Level 2)
|
Significant Other
Unobservable
Inputs (Level 3)
|
|||||||||||||
Assets:
|
||||||||||||||||
Marketable securities held in Trust Account
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
Liabilities:
|
||||||||||||||||
Warrant liabilities – Public Warrants
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
Warrant liabilities – Private Placement Warrants
|
$
|
|
$
|
|
$
|
|
$
|
|
Input
|
March 31, 2023
|
December 31, 2022 | ||||||
Risk-free interest rate
|
|
|
||||||
Expected term (years)
|
|
|||||||
Expected volatility
|
|
|||||||
Exercise price
|
$
|
|
$ | |||||
Fair value of Class A ordinary shares
|
$
|
|
$ |
•
|
The risk-free interest rate assumption was based on the U.S. Treasury Constant Maturity rate for the expected term of the warrants.
|
•
|
The expected term was determined utilizing a probability weighted term input to be consistent with the stock price and volatility
inputs which are reflective of the probability of successful merger.
|
• |
The expected volatility assumption was based on the implied volatility solved by calibrating the warrant value output from a
Binomial Lattice based model to the publicly observed, traded price on each valuation date. An increase in the expected volatility, in isolation, would result in an increase in the fair value measurement of the warrant liabilities and
vice versa.
|
•
|
The fair value of one Class A ordinary share is the publicly-traded stock price.
|
Fair value as of December 31, 2022
|
$
|
|
||
Transfer of Public Warrants to Level 1 measurement
|
(
|
)
|
||
Change in fair value
|
(
|
)
|
||
Fair value as of March 31, 2022
|
$
|
|
||
Change in fair value
|
(
|
)
|
||
Fair value as of June 30, 2022
|
$
|
|
||
Change in fair value
|
(
|
)
|
||
Fair value as of September 30, 2022
|
$
|
|
||
Change in fair value
|
(
|
)
|
||
Fair value as of December 31, 2022
|
$
|
|
||
Change in fair value
|
|
|||
Fair value as of March 31, 2023
|
$
|
|
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
Item 3. |
Quantitative and Qualitative Disclosures about Market Risk.
|
Item 4. |
Controls and Procedures.
|
Item 1. |
Legal Proceedings.
|
Item 1A |
Risk Factors.
|
Item 2. |
Unregistered Sales of Equity Securities.
|
Item 3. |
Default Upon Senior Securities.
|
Item 4. |
Mine Safety Disclosures.
|
Item 5. |
Other Information.
|
Item 6. |
Exhibits.
|
EXHIBIT INDEX
|
||
Exhibit
|
Description
|
|
Amended and Restated Memorandum and Articles of Association (3)
|
||
Specimen Unit Certificate (2)
|
||
Specimen Ordinary Share Certificate (2)
|
||
Specimen Warrant Certificate (2)
|
||
Warrant Agreement, dated December 2, 2021, among the Registrant and Continental Stock Transfer & Trust Company, as warrant agent (3)
|
||
Letter Agreement dated December 2, 2021, among the Registrant, Blue Ocean Sponsor LLC, Apollo SPAC Fund I, L.P., and the Registrant’s officers and directors (3)
|
||
Investment Management Trust Agreement dated December 2, 2021, between the Registrant and Continental Stock Transfer & Trust Company, as trustee (3)
|
||
Registration Rights Agreement, dated December 2, 2021, among the Registrant, Blue Ocean Sponsor LLC and certain other security holders named therein (3)
|
||
Private Placement Warrants Purchase Agreement, dated December 2, 2021, between the Registrant and Blue Ocean Sponsor LLC (3)
|
||
Form of Indemnity Agreement, dated December 2, 2021, between the Company and each officer and/or director (3)
|
||
Securities Subscription Agreement, dated as of April 6, 2021, between the Registrant and Blue Ocean Sponsor LLC (1)
|
||
Securities Subscription Agreement, dated as of October 28, 2021, by and among the Registrant, Blue Ocean Sponsor LLC and Apollo SPAC Fund I, L.P. (1)
|
||
Administrative Support Agreement, dated December 2, 2021, between the Registrant and Blue Ocean Sponsor LLC (3)
|
||
Consulting Agreement, dated as of October 11, 2022, between the Registrant and Richard Leggett (4)
|
No.
|
Description of Exhibit
|
|
Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the
Sarbanes Oxley Act of 2002.
|
||
Certification of Chief Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
||
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
||
Certification of Chief 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*
|
XBRL Instance Document
|
|
101.CAL*
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
101.SCH*
|
XBRL Taxonomy Extension Schema Document
|
|
101.DEF*
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
101.LAB*
|
XBRL Taxonomy Extension Labels Linkbase Document
|
|
101.PRE*
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
104*
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
|
*
|
Filed herewith
|
**
|
Furnished herewith
|
(1)
|
Incorporated by reference to Registration Statement on Form S-1 filed with the Securities & Exchange Commission on November 9, 2021.
|
(2)
|
Incorporated by reference to Registration Statement on Form S-1 filed with the Securities & Exchange Commission on November 19, 2021.
|
(3)
|
Incorporated by reference to Current Report on Form 8-K filed with the Securities & Exchange Commission on December 8, 2021.
|
(4)
|
Incorporated by reference to Current Report on Form 8-K filed with the Securities & Exchange Commission on October 14, 2022.
|
Date: May 12, 2023
|
BLUE OCEAN ACQUISITION CORP
|
|
By:
|
/s/ Richard Leggett
|
|
Name:
|
Richard Leggett
|
|
Title:
|
Chief Executive Officer
|
|
(Principal Executive Officer)
|
||
By:
|
/s/ Matt Lasov
|
|
Name:
|
Matt Lasov
|
|
Title:
|
Chief Financial Officer
|
|
(Principal Financial and Accounting Officer)
|