UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2)) |
| ☐ | Definitive Proxy Statement |
| ☒ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to Section 240.14a-12 |
BLUE
OCEAN acquisition CORP
(Name
of Registrant as Specified In Its Charter)
(Name of Person(s)
Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
☐ | Fee paid previously with preliminary materials. |
☐ | Fee computed on table in exhibit required by Item 25(b) per
Exchange Act Rules 14a-6(i)(1) and 0-11. |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
August 25, 2023
Blue Ocean Acquisition Corp
(Exact name of registrant as specified in its charter)
Cayman Islands |
|
001-41112 |
|
98-1593951 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
2 Wisconsin Circle, 7th Floor |
|
|
Chevy Chase, MD |
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20815 |
(Address of principal executive offices) |
|
(Zip Code) |
(240) 235-5049
(Registrant’s telephone number, including
area code)
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
|
☐ |
Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
☐ |
Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Securities Exchange
Act of 1934:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant |
|
BOCNU |
|
The Nasdaq Stock Market LLC |
Class A ordinary shares, par value $0.0001 per share |
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BOCN |
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The Nasdaq Stock Market LLC |
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 |
|
BOCNW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an
emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark
if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01 Regulation FD Disclosure.
Preliminary Redemption Results
Blue Ocean Acquisition Corp (the “Company”)
encourages shareholders to vote in favor of the following proposals: (i) the proposal to amend the Company’s amended articles of
association (the “Extension Amendment Proposal”) to extend the date by which the Company must complete a business combination
from September 7, 2023 to June 7, 2024 by electing to extend the date to consummate an initial business combination on a monthly basis
for up to nine times by an additional one month each time, unless the closing of the Company’s initial business combination has
occurred (the “Extension”), (ii) the proposal to amend the Company’s amended articles of association by way of special
resolution to permit for the issuance of Class A ordinary shares to holders of Class B ordinary shares upon the exercise of the right
of a holder of the Company’s Class B ordinary shares to convert such holder’s Class B ordinary shares into Class A ordinary
shares on a one-for-one basis at any time and from time to time prior to the closing of an initial business combination at the election
of the holder (the “Founder Share Amendment Proposal”), (iii) the proposal to amend the Company’s amended articles of
association to eliminate the limitation that the Company may not redeem public shares in an amount that would cause the Company’s
net tangible assets to be less than $5,000,001 (the “Redemption Limitation Amendment Proposal”), (iv) the proposal to re-appoint,
by way of ordinary resolution by the holders of Class B ordinary shares, each of Norman Pearlstine and Sean Glodek (“Director Appointment
Proposal”) to the board of directors of the Company (the “Board”), (v) the proposal to ratify, by way of ordinary resolutions,
the selection by the audit committee of the Board of Marcum LLP (the "Auditor Ratification Proposal") and (vi) the proposal to approve,
by way of ordinary resolution, the adjournment of the Extraordinary General Meeting (as defined below) to a later date or dates, if necessary
(the “Adjournment Proposal”).
As disclosed in the Company’s definitive proxy
statement filed with the SEC on August 1, 2023, an extraordinary general meeting (“Extraordinary General Meeting”) of the
Company’s shareholders to approve the Extension Amendment Proposal, the Founder Share Amendment Proposal, the Redemption Limitation
Amendment Proposal, the Director Appointment Proposal, the Auditor Ratification Proposal and the Adjournment Proposal is scheduled to
be held on August 29, 2023 at 11:00 a.m., Eastern Time.
As of 5:00 p.m., Eastern Time, on August 25, 2023,
the redemption deadline, holders of 13,810,498 Class A ordinary shares have elected to have their shares redeemed in connection with the
Extension, which would result in 5,164,502 Class A ordinary shares remaining outstanding after giving effect to such redemptions, but
before giving effect to the conversion of any Class B ordinary shares to Class A ordinary shares by holders of Class B ordinary shares
following approval of the Founder Share Amendment Proposal.
Shareholders may withdraw any election to have their
Class A ordinary shares redeemed in connection with the Extension prior to the vote at the Extraordinary General Meeting. Shareholders
who wish to withdraw redemptions should contact the Company’s transfer agent, Continental Stock Transfer & Trust Company, by
email at spacredemptions@continentalstock.com
Forward Looking Statements
This document includes forward-looking statements
that involve risks and uncertainties. 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, uncertainties relating to our ability to obtain approval
for the Extension Amendment Proposal, the Founder Share Amendment Proposal, the Redemption Limitation Amendment Proposal, the Director
Appointment Proposal, the Auditor Ratification Proposal or the Adjournment Proposal, our ability to complete an initial business combination,
and other risks and uncertainties indicated from time to time in filings with the SEC, including “Risk Factors” in the Proxy
Statement (as defined below) and in other reports we file with the SEC. 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.
Additional Information and Where to Find It
THE COMPANY URGES SHAREHOLDERS TO READ THE DEFINITIVE
PROXY STATEMENT FILED WITH THE SEC ON AUGUST 1, 2023 (THE “PROXY STATEMENT”), AS WELL AS OTHER DOCUMENTS FILED BY THE COMPANY
WITH THE SEC, BECAUSE THESE DOCUMENTS CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE EXTENSION. Shareholders may obtain copies
of these documents (when available), without charge, at the SEC’s website at www.sec.gov or by directing a request to: Blue Ocean
Acquisition Corp, 2 Wisconsin Circle, 7th Floor, Chevy Chase, MD 20815, Attn: Secretary.
Participants in Solicitation
The Company and its directors and executive officers
may be deemed to be participants in the solicitation of proxies of the Company shareholders. Investors and security holders may obtain
more detailed information regarding the names, affiliations and interests of the Company’s directors and officers in the Proxy Statement
which may be obtained free of charge from the sources indicated above.
SIGNATURE
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.
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Blue Ocean Acquisition Corp |
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Date: August 25, 2023 |
By: |
/s/ Richard Leggett |
|
Name: |
Richard Leggett |
|
Title: |
Chief Executive Officer |
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