UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 3.02 Unregistered Sales of Equity Securities.
On June 21, 2024, Blue Ocean Acquisition Corp (the “Company”) issued an aggregate of 4,353,749 Class A ordinary shares, par value $0.0001 per share (“Class A Ordinary Shares”) to Blue Ocean Sponsor LLC, the sponsor of the Company and the holder of the Company’s Class B ordinary shares, par value $0.0001 per share (“Class B Ordinary Shares”) upon the conversion of an equal number of shares of Class B Ordinary Shares (the “Sponsor Conversion”).
On June 21, 2024, the Company also issued an aggregate of 390,000 Class A Ordinary to Norman Pearlstine, Joel Motley, Matt Goldberg, Priscilla Han, Apollo Credit Strategies Master Fund Ltd. and other holders of the Company’s Class B Ordinary Shares upon the conversion of an equal number of shares of Class B Ordinary Shares (together with the Sponsor Conversion, the “Conversion”).
The Class A Ordinary Shares issued in connection with the Conversion are subject to the same restrictions as applied to the Class B Ordinary Shares before the Conversion, including, among other things, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial business combination as described in the prospectus for the Company’s initial public offering. Following the Conversion, there are 6,585,699 Class A Ordinary Shares issued and outstanding and one Class B Ordinary Share issued and outstanding.
The issuance of the Class A Ordinary Shares upon the Conversion has not been registered under the Securities Act of 1933, as amended, in reliance on the exemption from registration provided by Section 3(a)(9) thereof.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
| Blue Ocean Acquisition Corp | ||
| Date: June 25, 2024 | By: | /s/ Richard Leggett |
| Richard Leggett | ||
| Chief Executive Officer | ||
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