UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November ~~September 6~~18, 2024

bleuacacia ltd

(Exact name of registrant as specified in its charter)

Cayman Islands		001-41074		98-1582905
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

500 Fifth Avenue

New York, New York

10110

(Address of principal executive offices)

(Zip Code)

(212) 935-5599

(Registrant’s telephone number, including area code)

N/A

(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 (see General Instruction A.2):

☐	Written communications 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-commencement 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 Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, one right and one-half of one redeemable warrant	BLEUU	NASDAQ

Class A ordinary shares, $0.0001 par value per share	BLEU	NASDAQ

Rights to acquire one-sixteenth of one Class A ordinary share	BLEUR	NASDAQ

Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share	BLEUW	NASDAQ

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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing ~~rule~~Rule or Standard; Transfer of Listing

On ~~September~~November 618, 2024, bleuacacia ltd (the “Company”) received a notice (the “Notice”) from the Listing Qualifications department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, ~~the~~, ~~Company~~since ~~no longer complies with Nasdaq Listing Rule 5250(c)(1) (~~the ~~“Listing~~Company ~~Rule”),~~has ~~which~~failed ~~requires~~to ~~companies~~complete ~~with~~its ~~securities~~initial ~~listed~~business oncombination ~~Nasdaq~~within to36 ~~timely~~months ~~file~~following ~~all required periodic reports with~~ the ~~U.S. Securities and~~effectiveness ~~Exchange~~of ~~Commission (~~the ~~“SEC”).~~Company’s Asregistration ~~previously~~statement ~~disclosed~~ in ~~the~~connection ~~Notification of Late Filing on Form 12b-25 filed by the Company~~ with ~~the~~its ~~SEC~~initial onpublic ~~August~~offering ~~15, 2024~~ (the “~~Form 12b-25~~IPO”), ~~the~~Nasdaq ~~Company~~has ~~is delayed in filing its Quarterly Report on Form 10-Q~~determined ~~for~~that the ~~period~~Company’s ~~ended~~securities ~~June~~will ~~30,~~be ~~2024~~delisted ~~(the~~from ~~“Form~~Nasdaq ~~10-Q”)~~pursuant ~~due~~ to ~~the~~Nasdaq ~~reasons~~Listing ~~described~~Rule ~~in the Form 12b~~IM-255102-2.

~~The~~Accordingly, ~~Notice~~trading ~~has~~of nothe ~~immediate~~Company’s ~~effect~~Units, Class A Ordinary Shares, Rights and Warrants will be suspended at the open of business on November 25, 2024, and a Form 25-NSE will be filed with the ~~listing~~Securities orand ~~trading~~Exchange ofCommission (the “SEC”), which will remove the Company’s ~~common~~securities ~~stock~~from listing and registration on the Nasdaq.

The ~~Company~~Notice ~~has~~also 60indicated ~~calendar~~that ~~days,~~the orCompany ~~until~~may appeal ~~November~~Nasdaq’s 5,determination ~~2024,~~ to ~~submit~~ a ~~plan~~Hearings toPanel, ~~regain~~pursuant ~~compliance~~to ~~with~~ the ~~Listing~~procedures ~~Rule~~set ~~(the~~forth ~~“Plan”).~~in ~~Pursuant to~~ the ~~Notice,~~ if Nasdaq ~~accepts~~Listing ~~the~~Rule ~~Plan~~5800 Series, however ~~Nasdaq can grant~~ the Company andoes ~~exception~~not ofintend up to ~~180~~do ~~calendar days from the due date of the Form 10-Q, or until February 17, 2025, to regain compliance with the Listing Rule~~so.

~~There~~Item ~~can be no assurance that the Company will be able to regain compliance within the applicable time period~~8. ~~In addition, if the Company does not regain compliance within the applicable time period, Nasdaq could provide a notice that the Company’s securities will become subject to delisting~~01. IfOther ~~the Company receives such delisting notice, Nasdaq rules permit the Company to appeal the decision to a hearings panel.~~Events

~~Item~~On 7November 21, 2024, the Company issued a press release announcing that, due to its inability to complete an initial business combination within the time period required by its amended and restated memorandum and articles of association, as amended, the Company intends to liquidate and dissolve, effective as of the close of business on November 22, 2024.01 In connection with the liquidation, the Company will redeem all of the outstanding ordinary shares that were included in the units issued to public shareholders in the IPO (the “Public Shares”), at a per-share redemption price of approximately $11.10 ~~Regulation~~(after FDthe ~~Disclosure~~removal of a portion of the accrued interest in the trust account to pay taxes and up to $100,000 of dissolution expenses).

OnAs ~~September~~of ~~11, 2024,~~ the ~~Company~~close ~~issued~~of abusiness ~~press~~on ~~release~~November ~~disclosing~~22, 2024, the ~~receipt~~Public ofShares ~~the~~will ~~Notice.~~be Adeemed ~~copy~~cancelled ofand ~~the~~will ~~press~~represent ~~release~~only isthe ~~being~~right ~~furnished~~to ~~herewith as~~receive ~~Exhibit~~the 99redemption amount.1.

~~The~~In ~~information~~order ~~furnished~~to inprovide ~~this~~for ~~Item~~the ~~7.01~~disbursement ~~and~~of ~~Exhibit~~funds from ~~99.1~~the ~~shall~~trust ~~not~~account, bethe ~~deemed~~Company ~~“filed”~~will ~~for~~instruct ~~purposes~~the trustee of ~~Section~~the 18trust ofaccount ~~the~~to ~~Securities~~take ~~Exchange~~all ~~Act~~necessary ofactions to liquidate the trust ~~1934,~~account. asThe ~~amended~~proceeds (of the ~~“Exchange~~trust ~~Act”),~~account orwill ~~otherwise~~be ~~subject~~held in a non-interest bearing account while awaiting disbursement to the ~~liabilities~~holders of the ~~that~~Public ~~section,~~Shares. ~~nor~~Record ~~shall~~holders itwill bereceive ~~incorporated~~their pro rata portion of the proceeds of the trust account by ~~reference~~delivering intheir ~~any~~Public Shares ~~filing~~to ~~under~~Continental Stock Transfer & Trust Company, the ~~Securities~~Company’s ~~Act~~transfer agent. Beneficial owners of ~~1933,~~Public asShares ~~amended~~held in “street name,” orhowever, ~~the~~will ~~Exchange~~not ~~Act,~~need ~~except~~to astake ~~expressly~~any ~~set~~action ~~forth~~in order to receive the redemption amount. The redemption of the byPublic ~~specific~~Shares ~~reference~~is inexpected ~~such~~to abe ~~filing~~completed within ten business days after November 22, 2024.

~~Item~~The 9Company’s holders of founder shares have agreed to waive their redemption rights with respect to such shares.01 ~~Financial~~There ~~Statements~~will be no redemption rights or liquidating distributions with respect to the Company’s warrants and ~~Exhibits~~rights, which will expire worthless.

Exhibit No.		Description
99.1		Press Release dated September 11, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

The Company expects to file a Form 15 with the SEC to terminate the registration of its securities under the Securities Exchange Act of 1934, as amended, within ten days of the filing of a Form 25.

~~SIGNATURE~~A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

~~Pursuant~~Item to9.01 ~~the~~Financial ~~requirements~~Statements ofand ~~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~~Exhibits.

Dated: September 11, 2024
Exhibit No.		Description
	bleuacacia ltd
99.1		Press Release dated November 21, 2024
	By:	/s/ Thomas Northover
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)
	Name:	Thomas Northover
	Title:	Executive Director

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.

Dated: November 21, 2024

	bleuacacia ltd

	By:	/s/ Thomas Northover
	Name:	Thomas Northover
	Title:	Executive Director

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