Blue Acquisition Corp-A 2026年季度报告

FORM 10-Q (Mark One)☒QUARTERLY REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 or ☐TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto. Commission File Number 001-42699 Blue Acquisition Corp.(Exact name of registrant as specified in its charter) (State or other jurisdiction ofincorporation or organization) Newport Beach, California92660-4803(Address of principal executive offices)(Zip Code) Registrant’s telephone number, including area code:(646) 543-5060 Not Applicable(Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section12(b)of the Act: Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the SecuritiesExchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports),and (2)has been subject to such filing requirements for the past 90days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that theregistrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act. Large accelerated filer☐Accelerated filer☐Non-accelerated filer☒Smaller reporting company☒☐Emerging growth company☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section13(a)of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes☒No☐ As of May 11, 2026, there were 20,892,250 ClassA Ordinary Shares, par value $0.0001 per share, and 7,069,913 ClassB OrdinaryShares, par value $0.0001 per share, of the registrant issued and outstanding. BLUE ACQUISITION CORP. FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2026 TABLE OF CONTENTS Item1.Financial Statements.1Unaudited Condensed Balance Sheets as of March 31, 2026 and December 31, 20251Unaudited Condensed Statements of Operations for the Three Months ended March 31, 2026 and for the Periodfrom February 10, 2025 (Inception) through March 31, 20252Unaudited Condensed Statements of Changes in Shareholders’ Deficit for the Three Months ended March 31,2026 and for the Period from February 10, 2025 (Inception) through March 31, 20253Unaudited Condensed Statements of Cash Flows for the Three Months ended March 31, 2026 and for the Periodfrom February 10, 2025 (Inception) through March 31, 20254Notes to Unaudited Condensed Financial Statements5Item2.Management’s Discussion and Analysis of Financial Condition and Results of Operations.20Item3.Quantitative and Qualitative Disclosures Regarding Market Risk.26Item4.Controls and Procedures.27PART II – OTHER INFORMATIONItem1.Legal Proceedings.28Item1A.Risk Factors.28Item2.Unregistered Sales of Equity Securities and Use of Proceeds.29Item3.Defaults Upon Senior Securities.30Item4.Mine Safety Disclosures.30Item5.Other Information.30Item6.Exhibits.30SIGNATURES31 Table of Contents Unless otherwise stated in this Report (as defined below), or the context otherwise requires, references to: ●“2025 Q1 Form 10-Q” are to our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, as filed withthe SEC (as defined below) on August 4, 2025;●“2025 Q2 Form 10-Q” are to our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025, as filed withthe SEC on August 12, 2025;●“2025 Annual Report” are to our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with theSEC on February 19, 2026;●“Administrative Services Agreement” are to the Administrative Services Agreement, dated June 12, 2025, which we enteredinto with BHM (as defined below),the managing member of our Sponsor (as defined below);●“Amended and Restated Articles” are to our Amended and Restated Memorandum and Articles of Association, as currently ineffect;●“ASC” are to the FASB (as defined below) Accounting Standards Codification;●“ASU” are to the FASB Accounting Standards Update;●“BHM” are to Blue Holdings Management LLC, the managing member of our Sponsor;●“Blockfusion” are to Blockfusion USA, Inc., a Delaware corporation, together with its successors;●“BlockfusionBCA” are to the Business Combination Agreement, datedN