Blue Ocean Acquisition Corp (Form: S-1, Received: 11/09/2021 06:11:34)

Exhibit 10.8

Blue Ocean Acquisition Corp

2 Wisconsin Circle

7th Floor

Chevy Chase, MD 20815

April 6, 2021

Blue Ocean Sponsor LLC

2 Wisconsin Circle

7th Floor

Chevy Chase, MD 20815

RE:

Securities Subscription Agreement

Ladies and Gentlemen:

Blue Ocean Acquisition Corp, a Cayman Islands exempted company (the “Company” or “us”), is pleased to accept the offer of Blue Ocean Sponsor LLC, a Cayman Islands limited liability company (the“Subscriber” or “you”), has made to subscribe for 4,312,500 shares of Class B ordinary shares (the “Shares”), $0.0001 par value per share, of the Company (the “Class B Shares”), up to 562,500 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering of its securities (“IPO”), if any, do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this agreement (this “Agreement”), references to “Ordinary Shares” are to, collectively, the Class B Shares and the Company’s shares of Class A ordinary shares, $0.0001 par value per share (the “Class A Shares”). Upon certain terms and conditions, the Class B Shares will automatically convert into Class A Shares on a one-for-one basis, subject to adjustment. Unless the context otherwise requires, as used herein “Shares” shall be deemed to include any Class A Shares issued upon conversion of the Class B Shares comprising the Shares. The terms on which the Company is willing to issue the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:

Subscription of Shares. For the sum of $25,000, which the Company acknowledges receiving in cash, the Company hereby issues the Shares to the Subscriber, and the Subscriber hereby subscribes for the Shares from the Company, subject to forfeiture, on the terms and subject to the conditions set forth in this Agreement. Concurrently with the Subscriber’s execution of this Agreement, the Company shall register the Shares in the name of the Subscriber on the register of members of the Company.

2.	Representations, Warranties and Agreements.

2.1 Subscriber’s Representations, Warranties and Agreements. To induce the Company to issue the Shares to the Subscriber, the Subscriber hereby represents and warrants to the Company and agrees with the Company as follows:

2.1.1 No Government Recommendation or Approval. The Subscriber understands that no federal or state agency has passed upon or made any recommendation or endorsement of the offering of the Shares.

2.1.2 No Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Subscriber of the transactions contemplated hereby do not violate, conflict with or constitute a default under (i) the limited liability company agreement of the Subscriber, (ii) any agreement, indenture or instrument to which the Subscriber is a party, (iii) any law, statute, rule or regulation to which the Subscriber is subject, or (iv) any agreement, order, judgment or decree to which the Subscriber is subject.

2.1.3 Organization and Authority. The Subscriber is a Cayman Islands limited liability company, formed and registered, validly existing and possessing all requisite power and authority necessary to carry out the transactions contemplated by this Agreement. Upon execution and delivery by you, this Agreement is a legal, valid and binding agreement of the Subscriber, enforceable against the Subscriber in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

2.1.4 Experience, Financial Capability and Suitability. The Subscriber is: (i) sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Shares and (ii) able to bear the economic risk of its investment in the Shares for an indefinite period of time because the Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and therefore cannot be sold unless such transaction is registered under the Securities Act or an exemption from such registration is available. The Subscriber is capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect its own interests. The Subscriber must bear the economic risk of this investment until the Shares are sold pursuant to: (x) an effective registration statement under the Securities Act or (y) an exemption from registration available with respect to such sale. The Subscriber is able to bear the economic risks of an investment in the Shares and can afford a complete loss of the Subscriber’s investment in the Shares.

2.1.5 Access to Information; Independent Investigation. Prior to the execution of this Agreement, the Subscriber has had the opportunity to ask questions of and receive answers from representatives of the Company concerning an investment in the Company, as well as the finances, operations, business and prospects of the Company, and the opportunity to obtain additional information to verify the accuracy of all information so obtained. In determining whether to make this investment, the Subscriber has relied solely on the Subscriber’s own knowledge and understanding of the Company and its business based upon the Subscriber’s own due diligence investigation and the information furnished pursuant to this paragraph. The Subscriber understands that no person has been authorized to give any information or to make any representations which were not furnished pursuant to this Section 2, and the Subscriber has not relied on any other representations or information in making its investment decision, whether written or oral, relating to the Company, its operations and/or its prospects.

2.1.6 Private Placement. The Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act, and acknowledges the sale contemplated hereby is being made in reliance on a private placement exemption applicable to “accredited investors” within the meaning of Rule 501(a) of Regulation D under the Securities Act or similar exemptions under state law.

2.1.7 Investment Purposes. The Subscriber is purchasing and subscribing for the Shares solely for investment purposes, for the Subscriber’s own account and not for the account or benefit of any other person, and not with a view towards the distribution or dissemination thereof that would result in a violation of the Securities Act. The Subscriber did not enter into this Agreement as a result of any general solicitation or general advertising within the meaning of Rule 502 of Regulation D under the Securities Act.

2.1.8 Restrictions on Transfer; Shell Company. The Subscriber understands the Shares are being offered in a transaction not involving a public offering within the meaning of the Securities Act. The Subscriber understands the Shares will be “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, and the Subscriber understands that the book-entries representing the Shares will contain a legend or notation in respect of such restrictions. If in the future the Subscriber decides to offer, resell, pledge or otherwise transfer the Shares, such Shares may be offered, resold, pledged or otherwise transferred only pursuant to (i) registration under the Securities Act or (ii) an available exemption from registration. The Subscriber agrees that if any transfer of its Shares or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Subscriber may, at the Company’s option, be required to deliver to the Company an opinion of counsel satisfactory to the Company. Absent registration or an exemption, the Subscriber agrees not to offer, resell, pledge or otherwise transfer the Shares. The Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not be available to the Subscriber for the resale of the Shares until at least one year following consummation of the initial business combination of the Company (which may not occur), despite technical compliance with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.

2.1.9 No Governmental Consents. No governmental, administrative or other third party consents or approvals are required, necessary or appropriate on the part of the Subscriber in connection with the transactions contemplated by this Agreement.

2.2 Company’s Representations, Warranties and Agreements. To induce the Subscriber to purchase the Shares, the Company hereby represents and warrants to the Subscriber and agrees with the Subscriber as follows:

2.2.1 Incorporation and Corporate Power. The Company is a Cayman Islands exempted company incorporated, validly existing and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement. Upon execution and delivery by the Company, this Agreement will be a legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditor’s rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

2.2.2 No Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Company of the transactions contemplated hereby do not violate, conflict with or constitute a default under (i) the Company’s Memorandum and Articles of Association, as amended to the date hereof (the “Organizational Documents”), (ii) any agreement, indenture or instrument to which the Company is a party, (iii) any law, statute, rule or regulation to which the Company is subject, or (iv) any agreement, order, judgment or decree to which the Company is subject.

2.2.3 Title to Shares. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Organizational Documents, the Shares will be duly and validly issued as fully paid and non-assessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Organizational Documents, the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other agreements to which the Shares may be subject, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Subscriber.

2.2.4 No Adverse Actions. There are no actions, suits, investigations or proceedings pending, threatened against or affecting the Company which: (i) seek to restrain, enjoin, prevent the consummation of or otherwise affect the transactions contemplated by this Agreement or (ii) question the validity or legality of any transactions or seek to recover damages or to obtain other relief in connection with any transactions.

2.2.5 Authorization. The Class A Shares issuable upon conversion of the Class B Shares have been duly authorized and reserved for issuance upon such conversion.

3.	Forfeiture of Shares.

3.1 Partial or No Exercise of the Over-allotment Option. In the event the Over-allotment Option granted to the underwriters of the IPO is not exercised in full, the Subscriber acknowledges and agrees that it (or, if applicable, it and any transferees of Shares, subject to the terms of the applicable transfer and assignment agreement) shall forfeit at the time such Over-allotment Option expires (or earlier if the underwriters of the IPO waive their ability to exercise such Over-allotment Option) any and all rights to such number of Shares (up to an aggregate of 562,500 Shares and pro rata based upon the percentage of the Over-allotment Option exercised) such that immediately following such forfeiture, the number of Shares will equal 20% of the issued and outstanding Ordinary Shares immediately following the IPO (in each case, not including Class A Shares issuable upon exercise of any warrants).

3.2 Termination of Rights as Shareholder. If any of the Shares are forfeited in accordance with this Section 3, then after such time the Subscriber (or successor in interest), shall no longer have any rights as a holder of such forfeited Shares, and the Company shall take such action as is appropriate to cancel such forfeited Shares.

Waiver of Liquidation Distributions; Redemption Rights. In connection with the Shares purchased and subscribed for pursuant to this Agreement, the Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any distributions by the Company from the trust account which will be established for the benefit of the Company’s public shareholders and into which substantially all of the proceeds of the IPO will be deposited (the “Trust Account”), in the event of a liquidation of the Company upon the Company’s failure to timely complete an initial business combination. For purposes of clarity, in the event the Subscriber purchases securities in the IPO or in the aftermarket, any Class A Shares so purchased and subscribed for shall be eligible to receive any liquidating distributions by the Company. However, in no event will the Subscriber have the right to redeem any shares of Ordinary Shares held by it into funds held in the Trust Account upon the successful completion of an initial business combination.

5.	Restrictions on Transfer.

5.1 Securities Law Restrictions. In addition to any restrictions to be contained in that certain letter agreement (commonly known as an “Insider Letter”) dated on or prior to the closing of the IPO by and among the Subscriber, the Company and the other parties thereto, the Subscriber agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Shares unless, prior thereto (i) a registration statement on the appropriate form under the Securities Act and applicable state securities laws with respect to the Shares proposed to be transferred shall then be effective or (ii) the Company has received, if requested by the Company, an opinion from counsel reasonably satisfactory to the Company, that such registration is not required because such transaction is exempt from registration under the Securities Act and the rules promulgated by the Securities and Exchange Commission thereunder and with all applicable state securities laws.

5.2 Lock-up. The Subscriber acknowledges that the Shares will be subject to lock-up provisions (the “Lock-up”) contained in the Insider Letter.

5.3 Restrictive Legends. The book-entries representing the Shares shall contain legends or notations

thereon substantially to the effect as follows:

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL (IF THE COMPANY SO REQUESTS), IS AVAILABLE.”

“THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO A LOCK-UP AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCK-UP.”

5.4 Additional Shares or Substituted Securities. In the event of the declaration of a share dividend, the declaration of a special dividend payable in a form other than Ordinary Shares, a spin-off, a share split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company’s outstanding Ordinary Shares without receipt of consideration, any new, substituted or additional securities or other property which are by reason of such transaction distributed with respect to any Shares subject to this Section 5 or into which such Shares thereby become convertible shall immediately be subject to this Section 5 and Section 3 hereof. Appropriate adjustments to reflect the distribution of such securities or property shall be made to the number and/or class of Ordinary Shares subject to this Section 5 and Section 3 hereof.

5.5 Registration Rights. The Subscriber acknowledges that the Shares are being purchased and subscribed for pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after certain conditions are met or they are registered pursuant to a registration rights agreement to be entered into with the Company prior to the closing of the IPO (the “Registration Rights Agreement”).

6.	Other Agreements.

6.1 Further Assurances. The Subscriber agrees to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this Agreement.

6.2 Notices. All notices, statements or other documents which are required or contemplated by this Agreement shall be in writing and delivered: (i) personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission to the address designated in writing, (ii) by facsimile to the number most recently provided to such party or such other address or fax number as may be designated in writing by such party and (iii) by electronic mail, to the email address most recently provided to such party or such other email address as may be designated in writing by such party. Any notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt of written confirmation, if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days after mailing if sent by mail.

6.3 Entire Agreement. This Agreement, together with the Insider Letter and the Registration Rights Agreement, each substantially in the form to be filed as an exhibit to the Company’s Registration Statement on Form S-1 for the IPO, embodies the entire agreement and understanding between the Subscriber and the Company with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings relating to the subject matter hereof. No statement, representation, warranty, covenant or agreement of any kind not expressly set forth in this Agreement shall affect, or be used to interpret, change or restrict, the express terms and provisions of this Agreement.

6.4 Modifications and Amendments. The terms and provisions of this Agreement may be modified or amended only by written agreement executed by all parties hereto.

6.5 Waivers and Consents. The terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted, only by a written document executed by the party entitled to the benefits of such terms or provisions. No such waiver or consent shall be deemed to be or shall constitute a waiver or consent with respect to any other terms or provisions of this Agreement, whether or not similar. Each such waiver or consent shall be effective only in the specific instance and for the purpose for which it was given, and shall not constitute a continuing waiver or consent.

6.6 Assignment. The rights and obligations under this Agreement may not be assigned by either party hereto without the prior written consent of the other party.

6.7 Benefit. All statements, representations, warranties, covenants and agreements in this Agreement shall be binding on the parties hereto and shall inure to the benefit of the respective successors and permitted assigns of each party hereto. Nothing in this Agreement shall be construed to create any rights or obligations except among the parties hereto, and no person or entity shall be regarded as a third-party beneficiary of this Agreement.

6.8 Governing Law. This Agreement and the rights and obligations of the parties hereunder shall be construed in accordance with and governed by the laws of the State of New York.

6.9 Severability. In the event that any court of competent jurisdiction shall determine that any provision, or any portion thereof, contained in this Agreement shall be unreasonable or unenforceable in any respect, then such provision shall be deemed limited to the extent that such court deems it reasonable and enforceable, and as so limited shall remain in full force and effect. In the event that such court shall deem any such provision, or portion thereof, wholly unenforceable, the remaining provisions of this Agreement shall nevertheless remain in full force and effect.

6.10 No Waiver of Rights, Powers and Remedies. No failure or delay by a party hereto in exercising any right, power or remedy under this Agreement, and no course of dealing between the parties hereto, shall operate as a waiver of any such right, power or remedy of such party. No single or partial exercise of any right, power or remedy under this Agreement by a party hereto, nor any abandonment or discontinuance of steps to enforce any such right, power or remedy, shall preclude such party from any other or further exercise thereof or the exercise of any other right, power or remedy hereunder. The election of any remedy by a party hereto shall not constitute a waiver of the right of such party to pursue other available remedies. No notice to or demand on a party not expressly required under this Agreement shall entitle the party receiving such notice or demand to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the party giving such notice or demand to any other or further action in any circumstances without such notice or demand.

6.11 Survival of Representations and Warranties. All representations and warranties made by the parties hereto in this Agreement or in any other agreement, certificate or instrument provided for or contemplated hereby, shall survive the execution and delivery hereof and any investigations made by or on behalf of the parties.

6.12 No Broker or Finder. Each of the parties hereto represents and warrants to the other that no broker, finder or other financial consultant has acted on its behalf in connection with this Agreement or the transactions contemplated hereby in such a way as to create any liability on the other. Each of the parties hereto agrees to indemnify and save the other harmless from any claim or demand for commission or other compensation by any broker, finder, financial consultant or similar agent claiming to have been employed by or on behalf of such party and to bear the cost of legal expenses incurred in defending against any such claim.

6.13 Headings and Captions. The headings and captions of the various sections of this Agreement are for convenience of reference only and shall in no way modify or affect the meaning or construction of any of the terms or provisions hereof.

6.14 Counterparts; Electronic Signature. This Agreement may be executed in one or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or any other form of electronic delivery, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof. The words “execution,” “signed,” “signature,” and words of like import in this Agreement or in any other certificate, agreement or document related to this Agreement shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf”, “tif” or “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.

6.15 Construction. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties hereto and no presumption or burden of proof will arise favoring or disfavoring any party hereto because of the authorship of any provision of this Agreement. The words “include,” “includes,” and “including” will be deemed to be followed by “without limitation.” Pronouns in masculine, feminine, and neuter genders will be construed to include any other gender, and words in the singular form will be construed to include the plural and vice versa, unless the context otherwise requires. The words “this Agreement,” “herein,” “hereof,” “hereby,” “hereunder,” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The parties hereto intend that each representation, warranty, and covenant contained herein will have independent significance. If any party hereto has breached any representation, warranty, or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) which such party hereto has not breached will not detract from or mitigate the fact that such party hereto is in breach of the first representation, warranty, or covenant.

6.16 Mutual Drafting. This Agreement is the joint product of the Subscriber and the Company and each provision hereof has been subject to the mutual consultation, negotiation and agreement of such parties and shall not be construed for or against any party hereto.

Voting and Redemption of Shares. The Subscriber agrees to vote the Shares in favor of an initial business combination that the Company negotiates and submits for approval to the Company’s shareholders and shall not seek redemption or repurchase with respect to any of the Shares in connection with an initial business combination or any amendment to the Organizational Documents, as amended, prior to an initial business combination. Additionally, the Subscriber agrees not to redeem any Shares in connection with a redemption or tender offer presented to the Company’s shareholders in connection with an initial business combination negotiated by the Company.

8.	Indemnification. Each party shall indemnify the other against any loss, cost or damages (including reasonable attorney’s fees and expenses) incurred as a result of such party’s breach of any representation, warranty, covenant or agreement in this Agreement.

(Signature Page Follows)

If the foregoing accurately sets forth our understanding and agreement, please sign the enclosed copy of this Agreement and return it to us.

	Very truly yours,

	BLUE OCEAN ACQUISITION CORP

	By:	/s/ Marcus Brauchli
		Name: Marcus Brauchli
		Title: Authorized Signatory

BLUE OCEAN SPONSOR LLC

By:	/s/ Marcus Brauchli
	Name: Marcus Brauchli
	Title: Authorized Signatory

Signature Page to Securities Subscription Agreement

Exhibit 10.9

THE SECURITIES DESCRIBED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE OR ANY OTHER JURISDICTION. THERE ARE FURTHER RESTRICTIONS ON THE TRANSFERABILITY OF THE SECURITIES DESCRIBED HEREIN.

THE PURCHASE OF THE SECURITIES INVOLVES A HIGH DEGREE OF RISK AND SHOULD BE CONSIDERED ONLY BY PERSONS WHO CAN BEAR THE RISK OF THE LOSS OF THEIR ENTIRE INVESTMENT.

SUBSCRIPTION AGREEMENT

This Subscription Agreement (this “Agreement”) is entered into as of October 28, 2021 between Blue Ocean Acquisition Corp, a Cayman Islands exempted company (the “Company”), Blue Ocean Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”) and Apollo SPAC Fund I, L.P. (the “Purchaser”).

RECITALS

WHEREAS, the Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses (a “Business Combination”);

WHEREAS, the Company intends to file with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-1 (the “Registration Statement”) for its initial public offering (“IPO”) of units (the “Public Units”), at a price of $10.00 per Public Unit, where each Public Unit is currently contemplated to be comprised of one Class A ordinary share, par value $0.0001 per share (“Class A Ordinary Shares”, and the shares of Class A Ordinary Shares included in the Public Units, the “Public Shares”), and one-half of one redeemable warrant, where each whole warrant is initially exercisable to purchase one Class A Ordinary Share at an exercise price of $11.50 per share, subject to adjustment (the “Warrants”, and the Warrants included in the Public Units, the “Public Warrants”);

WHEREAS, proceeds from the IPO and the sale of the Private Placement Warrants (as defined below) in an aggregate amount equal to at least the aggregate gross proceeds from the IPO will be deposited into a trust account for the benefit of the holders of the Public Shares (the “Trust Account”), as described in the Registration Statement;

WHEREAS, following the closing of the IPO (the “IPO Closing”), the Company will seek to identify and consummate a Business Combination;

WHEREAS, in connection with the IPO, the Sponsor and the Purchaser will purchase, in a private placement that will close simultaneously with the IPO Closing, Warrants which are identical to the Public Warrants except that they will be non-redeemable (in certain circumstances) and exercisable on a cashless basis so long as they are held by the Sponsor, the Purchaser or their respective permitted transferees (the “Private Placement Warrants”), for a purchase price of $1.00 per Private Placement Warrant;

WHEREAS, the parties wish to enter into this Agreement, pursuant to which the Purchaser shall subscribe for and purchase (i) Class B Ordinary Shares, par value $0.0001 per share, of the Company (“Class B Ordinary Shares” and collectively with the Class A Ordinary Shares, the “Ordinary Shares”) at the IPO Closing and at the closing of the Business Combination from the Company (“Founder Shares”) and (ii) Private Placement Warrants (together with the Founder Shares, the “Subscribed Securities”) at the IPO Closing from the Company;

WHEREAS, at the IPO Closing and at the closing of the Business Combination, as applicable, the Sponsor shall forfeit to the Company for repurchase and cancellation, for $0.0058 per share, and have no further right, title or interest in, a portion of the total number of its Class B Ordinary Shares equivalent to the Founder Shares purchased by the Purchaser at each such time (the “Cancellation”); and

WHEREAS, the Company and the Sponsor intend for the purchase of Founder Shares and Private Placement Warrants as set forth herein to be made pursuant to Section 4(a)(1) and Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), respectively.

NOW, THEREFORE, in consideration of the premises, representations, warranties and the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

1. Sale and Purchase; Cancellation.

(a) Securities.

(i) Subject to the terms and conditions hereof, the Purchaser hereby irrevocably subscribes for and agrees to purchase from the Company at the IPO Closing, and the Company agrees to issue and sell to the Purchaser at the IPO Closing, one hundred thousand (100,000) Private Placement Warrants, at a purchase price of $1.00 per warrant, for a total purchase price of $100,000 (the “Purchase Price”).

(ii) Subject to Section 2 below:

at the IPO Closing, the Purchaser hereby irrevocably subscribes for and agrees to purchase from the Company, and the Company hereby agrees to issue and sell, 175,000 Founder Shares to the Purchaser, for the Purchase Price set forth in clause C below; and

at the Business Combination Closing (as defined below) and provided the Business Combination Closing has occurred by the date that is 18 months (or up to 24 months if the period of time to consummate the Business Combination is extended as described in the Registration Statement) from the IPO Closing, the Purchaser hereby irrevocably subscribes for and agrees to purchase from the Company, and the Company hereby agrees to issue and sell, an additional 125,000 Founder Shares to the Purchaser less such number of shares subject to any Ownership Reduction (as defined below) (or to cause the target of the Business Combination or the successor registrant of the Company to issue and sell equivalent securities of the target of the Business Combination or the successor registrant of the Company to the Purchaser), for the Purchase Price set forth in clause C below.

In each case under clauses A and B above, the purchase price for the Founder Shares shall be $0.0058 per share (the “Purchase Price”), and the aggregate Purchase Price for all Founder Shares shall be paid at the IPO Closing or the Business Combination

Closing, as applicable, by wire transfer of immediately available funds or other means approved by the Company.

Effective simultaneous with any purchase of Founder Shares by the Purchaser from the Company under this Section 1(a)(ii), the Sponsor hereby agrees it shall automatically forfeit to the Company for cancellation, for $0.0058 per share, and, other than its rights retained pursuant to Section 2(g), shall have no further right, title or interest in, a number of its Founder Shares equal to the number of Founder Shares so purchased by the Purchaser under this Section 1(a)(ii).

(iii) The Purchaser acknowledges that the Subscribed Securities, and any securities of the Company that may be distributed to the Purchaser on account of the Subscribed Securities (collectively, the “Securities”), will be subject to restrictions on transfer as set forth in this Agreement.

(iv) The Company shall notify the Purchaser in writing of the anticipated date of the effectiveness of the Registration Statement (the “Effective Date”) at least three (3) Business Days (as defined below) prior to the Effective Date, and the Purchaser shall remit the Purchase Price for the Private Placement Warrants to the Company’s transfer agent (to be held in escrow pending the IPO Closing), by wire transfer of immediately available funds or other means approved by the Company, on the date that is one (1) Business Day prior to the Effective Date, or such other date as the Company and the Purchaser may agree upon in writing; provided, however, that if the actual number of Public Units offered and sold in the IPO is less than 5,000,000 or greater than 30,000,000, then the Purchaser shall not be obligated to remit the Purchase Price and purchase the Private Placement Warrants as set forth in Section 1(a)(i), and any of the Purchaser, the Company or the Sponsor may in its sole discretion terminate this Agreement, which shall be of no further force or effect. As used herein, “Business Day” means any day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close in the City of New York, New York. If the IPO Closing has not occurred by the date that is seven (7) Business Days after the date on which the Purchaser remitted the balance of its Purchase Price to the Company’s transfer agent, then, unless the Purchaser otherwise agrees in writing, the Company will promptly cause its transfer agent to return such amounts to the Purchaser. If the IPO Closing has not occurred by January 31, 2022, this Agreement shall terminate and be of no further force or effect.

(v) [Intentionally Omitted].

(vi) On the date of the IPO Closing, the Company shall issue to the Purchaser the number of Private Placement Warrants that it has purchased pursuant to Section 1(a)(i). On the Business Combination Closing, (A) the Purchaser shall deliver to the Company a schedule setting forth the number of Founder Shares to be purchased by the Purchaser at such closing (as set forth on Annex A hereto) and (B) the Company shall deliver to the Purchaser the number of Founder Shares purchased by the Purchaser pursuant to Section 1(a)(ii)(B).

(b) Closing Conditions. The Purchaser’s obligation to purchase the Subscribed Securities and the Sponsor’s and the Company’s obligation to sell the Subscribed Securities to the Purchaser is conditioned upon satisfaction of the following conditions precedent (any or all of which may be waived by the Company, the Sponsor and the Purchaser in its sole discretion with respect to the other parties’ conditions):

(i)

On the IPO Closing or the Business Combination Closing, as applicable, no legal, administrative or regulatory action, suit or proceeding shall be pending which seeks to restrain or prohibit the transactions contemplated by this Agreement; and

(ii)

The representations and warranties of the Company, the Sponsor and the Purchaser, contained in this Agreement shall have been true and correct on the date of this Agreement and shall be true and correct on the IPO Closing or the Business Combination Closing, as applicable, as if made on the date of such closing (other than the representations and warranties set forth in Sections 4(b) and 4(h), which shall be true and correct as of the IPO Closing).

(i) The Company shall register the Purchaser as the owner of the Private Placement Warrants with the Company’s transfer agent by book entry on or prior to the date of the IPO Closing (provided that prior to the Company’s appointment of a transfer agent it shall register the Purchaser as the owner of such securities in the Company’s register of members upon issuance thereof).

(ii) Each register and book entry for the Securities shall contain a notation, and each certificate (if any) evidencing the Securities shall be stamped or otherwise imprinted with a legend (in addition to any other required legends, as applicable), in substantially the following form:

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT AND LAWS.

THE SALE, PLEDGE, HYPOTHECATION, OR TRANSFER OF THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN SUBSCRIPTION AGREEMENT BY AND AMONG THE HOLDER AND THE OTHER PARTIES THERETO. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY.”

(d) Legend Removal. Following the expiration of the transfer restrictions set forth in Section 6(a), if the Securities are eligible to be sold without restriction under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), or if they are registered for resale under the Securities Act pursuant to a shelf registration statement, then the Company will use its reasonable best efforts to cause the Company’s transfer agent to remove the legend set forth in Section 1(c)(ii), subject to compliance by the Purchaser with the reasonable and customary procedures for such removal required by the Company or its transfer agent. In connection therewith, if required by the Company’s transfer agent, the Company will promptly cause an opinion of counsel to be delivered to and maintained with its transfer agent, together with any other authorizations, certificates and directions required by the transfer agent that authorize and direct the transfer agent to issue such Securities without any such legend.

2. Potential Forfeiture.

(a) If the Purchaser does not purchase at least 9.99% of the Public Shares sold by the Company in the IPO (excluding any Public Shares sold to the underwriter upon any exercise by the underwriters of the over-allotment option) and all of the 100,000 Private Placement Warrants being subscribed for pursuant to this Agreement, then the Purchaser shall automatically forfeit its right to purchase any of the Founder Shares from the Company pursuant to this Agreement and shall forfeit all right, title or interest in, any Founder Shares.

(b) The Purchaser’s right to purchase additional Founder Shares pursuant to Section 1(a)(ii)(B) above is subject to the following limitations (collectively, the “Ownership Reduction”):

(i)

if the Purchaser does not enter into a binding commitment to purchase at least $25,000,000 Class A Ordinary Shares (or equivalent securities of the target of the Business Combination or the successor registrant of the Company) in a private placement financing that will close concurrently with Business Combination Closing, the number of Founder Shares that Purchaser shall be entitled to purchase pursuant to Section 1(a)(ii)(B) shall be reduced up to 125,000 Founder Shares on a pro rata basis. By way of example and without limiting the foregoing, in the event the Purchaser enters into a binding commitment to purchase Class A Ordinary shares (or equivalent securities of the target of the Business Combination or the successor registrant of the Company) in a private placement financing that will close concurrently with the Business Combination Closing for an aggregate purchase price of $12,500,000, the Purchaser shall forfeit its right to purchase 62,500 Founder Shares, and would only have the right to purchase 62,500 Founders Shares; and

(ii)

if immediately following the Business Combination Closing, (1) the Purchaser owns less than 100% but more than 50% of the 9.99% of the Public Shares sold by the Company in the IPO (including any Public Shares sold to the underwriter upon any exercise by the underwriters of the over-allotment option), then the Purchaser will forfeit up to 50,000 Founder Shares, on a pro rata basis (based on such percentage between 100% and 50%), or (2) the Purchaser owns less than 50% of the 9.99% of the Public Shares sold by the Company in the IPO (including any Public Shares sold to the underwriter upon any exercise by the underwriters of the over-allotment option), then the Purchaser will forfeit 50,000 Founder Shares, plus up to 75,000 Founder Shares, on a pro rata basis (based on such percentage between 50% and 0%). By way of example and without limiting the foregoing, (A) with respect to Section 2(b)(ii)(1) in the event that immediately following the Business Combination Closing the Purchaser owns 75% of the 9.99% of the Public Shares sold by the Company in the IPO, the Purchaser shall forfeit 25,000 Founder Shares, and (B) with respect to Section 2(b)(ii)(2) in the event that immediately following the Business Combination Closing the Purchaser owns 25% of the 9.99% of the Public Shares sold by the Company in the IPO, the Purchaser shall forfeit its right to purchase 50,000 Founder Shares plus 37,500 Founder Shares (50% of the additional 75,000 Founder Shares), for a total forfeiture of 87,500 Founder Shares.

(c) The Purchaser agrees that if, prior to a Business Combination, the Sponsor’s managing members deem it necessary in order to facilitate a Business Combination by the Company for the Sponsor to forfeit, transfer, exchange or amend the terms of all or any portion of the Founder Shares or to enter into any other arrangements with respect to the Founder Shares (including, without limitation, a transfer of the Sponsor’s membership interests representing an interest in any of the foregoing) to facilitate the consummation of such Business Combination (each, a “Founder Shares Change in Investment”), such Founder Shares Change in Investment shall apply pro rata to the Purchaser (the “Founder Shares Change in Investment Reduction”) and the Sponsor based on the relative number of Founder Shares to be held by each (including any Founder Shares reissued to the Sponsor pursuant to and in accordance with Section 2(d) and 2(g)). The foregoing Founder Shares Change in Investment Reduction shall be applied to cause Purchaser to forfeit or transfer the Founder Shares that Purchaser previously purchased pursuant to Section 1(a)(ii)(A).

(d) The Purchaser agrees that if, by reason of an Ownership Reduction or a Founder Shares Change in Investment Reduction, it has forfeited Founder Shares or the right to purchase Founder Shares, effective on the Business Combination Closing, the Purchaser shall forfeit such applicable Founder Shares and rights to purchase Founder Shares to the Company, which number of Founder Shares shall be reissued by the Company to the Sponsor; provided that the Purchaser shall not be required to forfeit more than 125,000 of the Founder Shares purchased pursuant to Section 1(a)(ii)(A) (such that the Purchaser shall in all circumstances be allowed to retain 50,000 Founder Shares purchased pursuant to Section 1(a)(ii)(A) (the “Minimum Share Amount”)). By way of example and without limiting the foregoing, in the event 50% of the Sponsor’s Founder Shares are forfeited or transferred by the Sponsor as part of the Business Combination, the Purchaser is in such case to hold only up to 150,000 Founder Shares (reduced from 300,000 Founder Shares). Such reduction of 150,000 Founder Shares from 300,000 Founder Shares shall be first applied to cause Purchaser to forfeit or transfer 125,000 of the Founder Shares that Purchaser previously purchased pursuant to Section 1(a)(ii)(A), and the 25,000 balance of such potential reduction shall not apply.

(e) The Purchaser further agrees that if, prior to a Business Combination, the Sponsor’s managing members deem it necessary in order to facilitate a Business Combination by the Company for the Sponsor to forfeit, transfer, exchange or amend the terms of all or any portion of the Private Placement Warrants or to enter into any other arrangements with respect to the Private Placement Warrants (including, without limitation, a transfer of the Sponsor’s membership interests representing an interest in the Private Placement Warrants) to facilitate the consummation of such Business Combination (each, a “Private Placement Warrants Change in Investment”), such Private Placement Warrants Change in Investment shall apply pro rata to Purchaser (the “Private Placement Warrants Change in Investment Reduction”) and the Sponsor based on the relative number of Private Placement Warrants held by each. By way of example and without limiting the foregoing, in the event 50% of the Sponsor’s Private Placement Warrants are forfeited or transferred by the Sponsor as part of such Business Combination, the Purchaser shall forfeit or transfer 50% of its Private Placement Warrants on substantially the same terms and conditions as the Sponsor, in which case the Private Placement Warrants Change in Investment Reduction shall equal 50%.

(f) Solely by way of example to illustrate the provisions of Section 2, in the event (i) the Ownership Reduction is 50% and (ii) the Sponsor forfeited or transferred 50% of its Founder Shares and Private Placement Warrants to facilitate the consummation of a Business Combination so the Founder Shares Change in Investment Reduction is also 50%, then by reason of the Founder Shares Change in Investment Reduction the Purchaser’s potential 300,000 Founder Shares shall first be subject to a 50% reduction of 150,000 Founder Shares that shall be first applied to cause the Purchaser to forfeit 125,000 of the 175,000 Founder Shares the Purchaser previously purchased pursuant to Section 1(a)(ii)(A) (reducing such amount to 50,000, as not less than 50,000) and then, then, by reason of the 50% Ownership Reduction, the Purchaser shall be required to forfeit 62,500 out of its remaining 125,000 Founder Shares, with the Purchaser retaining the residual 62,500 of the Founder Shares purchased pursuant to Section 1(a)(ii)(B) (accordingly, the Purchaser retains a total of 112,500 Founder Shares). In addition, the Private Placement Warrants Change in Investment Reduction is 50%, so the Purchaser shall forfeit or transfer 50% of its Private Placement Warrants. For the avoidance of doubt, in all situations the Purchaser shall not be required to forfeit and shall have the right to retain, from the Founder Shares purchased pursuant to Section 1(a)(ii), the Minimum Share Amount.

(g) The Company hereby agrees to reissue to the Sponsor, at the Purchase Price, a number of Founder shares equal to any Founder Shares or rights to purchase Founder Shares forfeited by the Purchaser, and the Sponsor hereby retains such right as a condition to and as consideration in connection with its Cancellation. In addition, in connection with any concurrent forfeitures and sales of Founder Shares by and to the Purchaser under this Agreement, the Cancellation provisions under Section 1(a)(ii)(D) and the reissuance provisions of this Section 2(g) shall be netted against each other, with only the net effect on such Founder Shares applicable to the Sponsor.

3. Representations, Warranties and Covenants of the Purchaser. The Purchaser represents and warrants to the Company as follows, as of the date hereof:

(a) Organization and Power. The Purchaser is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its formation and has all requisite power and authority to carry on its business as presently conducted and as proposed to be conducted.

(b) Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

(c) Governmental Consents and Filings. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of the Purchaser in connection with the consummation of the transactions contemplated by this Agreement, except for filings pursuant to applicable securities laws, rules or regulations.

(d) Compliance with Other Instruments. The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated by this Agreement will not result in any violation or default (i) under any provisions of its organizational documents, (ii) under any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v) under any provision of federal or state statute, rule or regulation applicable to the Purchaser, in each case (other than clause (i)), which would have a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated by this Agreement.

(e) Purchase Entirely for Own Account. This Agreement is made with the Purchaser in reliance upon the Purchaser’s representation to the Company, which by the Purchaser’s execution of this Agreement, the Purchaser hereby confirms, that the Securities to be acquired by the Purchaser will be acquired for investment for the Purchaser’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof in violation of any state or federal securities laws, and that the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same in violation of law. By executing this Agreement, the Purchaser further represents that the Purchaser does not presently have any contract, undertaking, agreement or arrangement with any Person (other than the Company) to sell, transfer or grant participations to such Person or to any third Person, with respect to any of the Securities. For purposes of this Agreement, “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity or any government or any department or agency thereof.

(f) Disclosure of Information. The Purchaser has had an opportunity to discuss the Company’s business, management, financial affairs and the terms and conditions of the offering of the Securities, as well as the terms of the Company’s proposed IPO, with the Company’s management.

(g) Restricted Securities. The Purchaser understands that the offer and sale of the Securities to the Purchaser has not been and will not be registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Securities indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Securities except pursuant to the Registration Rights Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Securities, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company has confidentially submitted the Registration Statement for its proposed IPO. The Purchaser understands that the offering of Securities and transactions contemplated hereunder are not and are not intended to be part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to its purchase of Securities hereunder.

(h) No Public Market. The Purchaser understands that no public market now exists for the Securities, and that the Company has not made any assurances that a public market will ever exist for the Securities.

(i) High Degree of Risk. The Purchaser understands that the purchase of the Private Placement Warrants involves a high degree of risk which could cause the Purchaser to lose all or part of its investment.

(j) Accredited Investor. The Purchaser is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

(k) No General Solicitation. Neither the Purchaser, nor any of its officers, directors, employees, agents, stockholders or partners has either directly or indirectly, including, through a broker or finder (i) to its knowledge, engaged in any general solicitation, or (ii) published any advertisement in connection with the offer and sale of the Securities.

(m) Adequacy of Financing. The Purchaser will, when such funds are due hereunder, have sufficient funds to satisfy its obligations under this Agreement.

(o) Registration Rights Agreement and Letter Agreement. The Purchaser agrees that in connection with the IPO, prior to or concurrent with the closing of the IPO, it shall enter into and deliver to the Company a Registration Rights Agreement (the “Registration Rights Agreement”) and a Letter Agreement (the “Letter Agreement”), each substantially in the form filed as an exhibit to the Registration Statement, with such provisions, rights and obligations as set forth in such Registration Rights Agreement and Letter Agreement and as more fully described in the Registration Statement.

(p) No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 3 and in any certificate or agreement delivered pursuant hereto, none of the Purchaser nor any person acting on behalf of the Purchaser nor any of the Purchaser’s affiliates (the “Purchaser Parties”) has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Purchaser and this offering, and the Purchaser Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Company in Section 4 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Purchaser Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Company, any person on behalf of the Company or any of the Company’s affiliates (collectively, the “Company Parties”) with respect to the transactions contemplated hereby.

4. Representations, Warranties and Covenants of the Company. The Company represents, warrants and covenants to the Purchaser as follows:

(a) Organization and Corporate Power. The Company is incorporated and validly existing as an exempted company and in good standing under the laws of the Cayman Islands and has all requisite corporate power and authority to carry on its business as presently conducted and as proposed to be conducted.

(b) Capitalization. The authorized share capital of the Company consists, as of the date hereof:

(i) 200,000,000 Class A Ordinary Shares, none of which is issued and outstanding.

(ii) 20,000,000 Class B Ordinary Shares, 4,312,500 of which are issued and outstanding and held by the Sponsor and the other initial shareholders of the Company. All of the outstanding Class B Ordinary Shares have been duly authorized, are fully paid and nonassessable and were issued in compliance with all applicable federal and state securities laws.

(iii) 1,000,000 preferred shares, none of which is issued and outstanding.

(c) Authorization. All corporate action required to be taken by the Company’s Board of Directors and shareholders in order to authorize the Company to enter into this Agreement, and to issue the Private Placement Warrants, has been taken on or prior to the date hereof. All action on the part of the shareholders, directors and officers of the Company necessary for the execution and delivery of this Agreement, the performance of all obligations of the Company under this Agreement, and the issuance and delivery of the Private Placement Warrants has been taken on or prior to the date hereof. This Agreement, when executed and delivered by the Company, shall constitute the valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally or (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

(d) Valid Issuance of Private Placement Warrants.

(i) The Private Placement Warrants, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued and fully paid, as applicable, and free of all preemptive or similar rights, taxes, liens, encumbrances and charges with respect to the issue thereof and restrictions on transfer other than restrictions on transfer specified under this Agreement, applicable state and federal securities laws and liens or encumbrances created by or imposed by the Purchaser. Assuming the accuracy of the representations of the Purchaser in this Agreement and subject to the filings described in Section 4(e) below, the Private Placement Warrants will be issued in compliance with all applicable federal and state securities laws, rules and regulations.

(ii) No “bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii) of the Securities Act (a “Disqualification Event”) is applicable to the Company or, to the Company’s knowledge, any Company Covered Person (as defined below), except for a Disqualification Event as to which Rule 506(d)(2)(ii–iv) or (d)(3), is applicable. “Company Covered Person” means, with respect to the Company as an “issuer” for purposes of Rule 506 promulgated under the Securities Act, any Person listed in the first paragraph of Rule 506(d)(1).

(e) IPO.

(i) The Company has provided to the Purchaser, and will at all times prior to the consummation of the IPO promptly provide to the Purchaser, copies of all correspondence sent by the Company to, or received by the Company from, the SEC.

(ii) The offers and sales of securities in the IPO will be made pursuant to an effective Registration Statement and otherwise in compliance with the Securities Act and the rules and regulations promulgated thereunder and applicable state securities laws, rules and regulations.

(f) Governmental Consents and Filings. Assuming the accuracy of the representations made by the Purchaser in this Agreement, no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of the Company in connection with the consummation of the transactions contemplated by this Agreement, except for filings pursuant to Regulation D of the Securities Act and applicable state securities laws, if any.

(g) Compliance with Other Instruments. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in any violation or default (i) under any provisions of the Memorandum and Articles of Association, bylaws or other governing documents of the Company, (ii) under any instrument, judgment, order, writ or decree to which the Company is a party or by which it is bound, (iii) under any note, indenture or mortgage to which the Company is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which the Company is a party or by which it is bound or (v) under any provision of federal or state statute, rule or regulation applicable to the Company, in each case (other than clause (i)) which would have a material adverse effect on the Company or its ability to consummate the transactions contemplated by this Agreement.

(h) Operations. As of the date hereof, the Company has not conducted, and prior to the IPO Closing the Company will not conduct, any operations other than organizational activities and activities in connection with offerings of the Securities.

(i) Foreign Corrupt Practices. Neither the Company, nor any director, officer, agent, employee or other Person acting on behalf of the Company has, in the course of its actions for, or on behalf of, the Company (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended; or (iv) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.

(j) Compliance with Anti-Money Laundering Laws. The operations of the Company are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements and all other applicable U.S. and non-U.S. anti-money laundering laws and regulations, including, but not limited to, those of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the USA Patriot Act of 2001 and the applicable money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Company, threatened.

(k) Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company or any of the Company’s officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as such.

(l) No General Solicitation. Neither the Company, nor any of its officers, managers, employees, agents or members has either directly or indirectly, including, through a broker or finder (i) engaged in any general solicitation or (ii) published any advertisement in connection with the offer and sale of the Private Placement Warrants.

(m) Non-Public Information. The Company represents and warrants that none of the information conveyed to the Purchaser in connection with the transactions contemplated by this Agreement will constitute material non-public information of the Company upon the effectiveness of the Registration Statement.

(n) No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 4 and in any certificate or agreement delivered pursuant hereto, none of the Company Parties has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Company or the offering of Securities hereunder, and the Company Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Purchaser in Section 3 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Company Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Purchaser Parties.

5. Representations, Warranties and Covenants of the Sponsor. The Sponsor represents, warrants and covenants as follows:

(a) Organization and Power. The Sponsor is duly organized, validly existing, and in good standing under the laws of its jurisdiction of its formation and has all requisite power and authority to carry on its business as presently conducted and as proposed to be conducted.

(b) Authorization. The Sponsor has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Sponsor, will constitute the valid and legally binding obligation of the Sponsor, enforceable against the Sponsor in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally or (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

(c) Encumbrances. The Founder Shares to be sold to the Purchaser (i) are owned by the Sponsor free and clear of any security interests, liens, claims or other encumbrances, subject only to restrictions upon transfer under the Securities Act and any applicable state securities laws and as described in the Registration Statement, (ii) are subject to certain transfer restrictions as set forth in the Registration Statement, and (iii) will not subject the Purchaser to personal liability upon its acquisition of such Founder Shares by reason of being a holder of such Founder Shares.

(d) No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 5 and in any certificate or agreement delivered pursuant hereto, none of the Sponsor Parties has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Sponsor or the offering of Securities hereunder, and the Sponsor Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Purchaser in Section 3 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Sponsor Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Purchaser Parties.

6. Additional Agreements and Acknowledgements of the Purchaser.

(a) Transfer Restrictions. The Purchaser agrees that it shall not Transfer (as defined below) (i) any Founder Shares (or any Class A Ordinary Shares issuable upon conversion of the Founder Shares) until the earlier of (A) one year after the closing of the Business Combination (the “Business Combination Closing”) and (B) the date following the Business Combination Closing on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property (such period, the “Lock-up Period”) or (ii) any Private Placement Warrants (or any shares of Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) until 30 days after the Business Combination Closing. Notwithstanding the foregoing, if subsequent to a Business Combination, the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day period commencing at least one hundred and fifty (150) days after the Business Combination Closing, the Founder Shares shall be released from the lockup referenced in this Section 6(a). Notwithstanding the first sentence hereinabove, Transfers of the Securities are permitted (i) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members of the Sponsor or their affiliates, or any affiliates of the Sponsor, (ii) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of that is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization, (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual, (iv) in the case of an individual, pursuant to a qualified domestic relations order, (v) by private sales or in connection with the consummation of the Business Combination at prices no greater than the price at which the applicable securities were originally purchased, (vi) by virtue of the laws of the Cayman Islands or the limited liability company agreement of the Sponsor upon dissolution of the Sponsor, (vii) in the event of the Company’s liquidation prior to the completion of the Business Combination, (viii) to the Company for no value for cancellation in connection with the consummation of the Business Combination, or (ix) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property subsequent to the completion of the Business Combination; provided, however, that in the case of clauses (i) through (ix), these permitted transferees must enter into a written agreement agreeing to be bound by the terms of this Agreement, including the forfeiture provisions of Section 2 and these transfer restrictions. As used in this Agreement, “Transfer” shall mean the (x) sale or assignment of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position (within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the SEC promulgated thereunder) with respect to, any of the Securities; (y) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Securities, whether any such transaction is to be settled by delivery of such Securities, in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y); provided further, that this Section 6(a) shall not prohibit the Purchaser from effecting a Short Sale (as defined below) with securities that do not constitute “Securities” under this Agreement.

(b) Trust Account.

(i) The Purchaser hereby acknowledges that it is aware that the Company will establish the Trust Account for the benefit of its public shareholders upon the IPO Closing. The Purchaser hereby agrees that it has no right, title, interest or claim of any kind in or to any monies held in the Trust Account, or any other asset of the Company as a result of any liquidation of the Company, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it.

(ii) The Purchaser hereby agrees that it shall have no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it. In the event the Purchaser has any Claim against the Company under this Agreement, the Purchaser shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the property or any monies in the Trust Account, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it.

(c) No Short Sales. The Purchaser hereby agrees that neither it, nor any person or entity acting on its behalf, will engage in any Short Sales with respect to securities of the Company prior to the closing of the Business Combination. For purposes of this Section 6(c), “Short Sales” shall include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, and all types of direct and indirect share pledges (other than pledges in the ordinary course of business as part of prime brokerage arrangements), forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis).

(d) Use of Purchaser’s Name. Neither the Company nor the Sponsor will, without the written consent of the Purchaser in each instance, use in advertising, publicity or otherwise the name of the Purchaser or any of its affiliates, or any director, officer or employee of the Purchaser, nor any trade name, trademark, trade device, service mark, symbol or any abbreviation, contraction or simulation thereof owned by the Purchaser or its affiliates or any information relating to the business or operations of the Purchaser or its affiliates (including, for the avoidance of doubt, any investment vehicles, funds or accounts managed thereby). Notwithstanding the foregoing, the Company may disclose (i) Purchaser’s name and information concerning the Purchaser (A) to the extent required by law, regulation or regulatory request, including in the Registration Statement or (B) to the Company’s lawyers, independent accountants and to other advisors and service providers who reasonably require Purchaser’s information in connection with the provision of services to the Company, are advised of the confidential nature of such information and are obligated to keep such information confidential, and (ii) Purchaser’s name and the terms of this Agreement to the other Subscription Parties. The Company and the Sponsor agree to provide to the Purchaser for Purchaser’s review any disclosure in any registration statement, proxy statement or other document in advance of the submission, filing or disclosure of such document in connection with the transactions contemplated by this Agreement with respect to the Purchaser or any of its affiliates, and will not make any such submission, filing or disclosure without including any revisions reasonably requested in writing by the Purchaser or to the extent the Purchaser has a good faith objection to such submission, filing or disclosure.

(e) Stock Exchange Listing. The Company will use commercially reasonable efforts to effect and maintain the listing of the Class A Ordinary Shares and Warrants on The Nasdaq Global Market (or another national securities exchange) until the third anniversary of the Business Combination Closing.

7. General Provisions.

(a) Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual receipt, or (i) personal delivery to the party to be notified, (ii) when sent, if sent by electronic mail or facsimile (if any) during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next Business Day, (iii) five (5) Business Days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (iv) one (1) Business Day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next Business Day delivery, with written verification of receipt. All communications sent to the Company shall be sent to: Blue Ocean Acquisition Corp., 2 Wisconsin Circle, 7th Floor, Chevy Chase, MD 20815, Attention: Stuart D. Karle, Email: skarle@boacquisition.com, with a copy to Sidley Austin LLP, Sidley Austin LLP, 787 7th Avenue, New York, NY 10019, Attention: Samir A. Gandhi, Esq., Email: sgandhi@sidley.com and Jon W. Daly, Esq., Email: jdaly@sidley.com.

All communications to the Purchaser shall be sent to the Purchaser’s mailing address or email address as set forth on the signature page hereto, or to such email address, facsimile number (if any) or address as subsequently modified by written notice given in accordance with this Section 7(a).

(b) No Finder’s Fees. Each party represents that it neither is nor will be obligated for any finder’s fee or commission in connection with this transaction. The Purchaser agrees to indemnify and to hold harmless the Company from any liability for any commission or compensation in the nature of a finder’s or broker’s fee arising out of this transaction (and the costs and expenses of defending against such liability or asserted liability) for which the Purchaser or any of its officers, employees or representatives are responsible. The Company agrees to indemnify and hold harmless the Purchaser from any liability for any commission or compensation in the nature of a finder’s or broker’s fee arising out of this transaction (and the costs and expenses of defending against such liability or asserted liability) for which the Company or any of its officers, employees or representatives is responsible.

(c) Survival of Representations and Warranties. All of the representations and warranties contained herein shall survive the consummation of the transactions contemplated by this Agreement.

(d) Entire Agreement. This Agreement, together with any other documents, instruments and writings that are delivered pursuant hereto or referenced herein, constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby.

(e) Successors. All of the terms, agreements, covenants, representations, warranties, and conditions of this Agreement are binding upon, and inure to the benefit of and are enforceable by, the parties hereto and their respective successors. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

(f) Assignments. Except as otherwise specifically provided herein, no party hereto may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other party.

(g) Counterparts. This Agreement may be executed in one or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or any other form of electronic delivery, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof. The words “execution,” “signed,” “signature,” and words of like import in this Agreement or in any other certificate, agreement or document related to this Agreement shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf”, “tif” or “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.

(h) Headings. The section headings contained in this Agreement are inserted for convenience only and will not affect in any way the meaning or interpretation of this Agreement.

(i) Governing Law. This Agreement, the entire relationship of the parties hereto, and any litigation between the parties (whether grounded in contract, tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of New York, without giving effect to its choice of laws principles.

(j) Jurisdiction. The parties hereby irrevocably and unconditionally (i) submit to the jurisdiction of the state courts of New York and the United States District Court for the Southern District of New York for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court for the Southern District of New York, and (iii) waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

(k) WAIVER OF JURY TRIAL. THE PARTIES HERETO HEREBY WAIVE ANY RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY LITIGATION PURSUANT TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY.

(l) Amendments. This Agreement may not be amended, modified or waived as to any particular provision, except with the prior written consent of the Company and the Purchaser.

(m) Severability. The provisions of this Agreement will be deemed severable and the invalidity or unenforceability of any provision will not affect the validity or enforceability of the other provisions hereof; provided that if any provision of this Agreement, as applied to any party hereto or to any circumstance, is adjudged by a governmental authority, arbitrator, or mediator not to be enforceable in accordance with its terms, the parties hereto agree that the governmental authority, arbitrator, or mediator making such determination will have the power to modify the provision in a manner consistent with its objectives such that it is enforceable, and/or to delete specific words or phrases, and in its reduced form, such provision will then be enforceable and will be enforced.

(n) Expenses. Each of the Company and the Purchaser will bear its own costs and expenses incurred in connection with the preparation, execution and performance of this Agreement and the consummation of the transactions contemplated hereby, including all fees and expenses of agents, representatives, financial advisors, legal counsel and accountants. The Company shall be responsible for the fees of its transfer agent, stamp taxes and all of The Depository Trust Company’s fees associated with the issuance of the Securities and the securities issuable upon conversion or exercise of the Securities.

(o) Construction. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties hereto and no presumption or burden of proof will arise favoring or disfavoring any party hereto because of the authorship of any provision of this Agreement. Any reference to any federal, state, local, or foreign law will be deemed also to refer to law as amended and all rules and regulations promulgated thereunder, unless the context requires otherwise. The words “include,” “includes,” and “including” will be deemed to be followed by “without limitation.” Pronouns in masculine, feminine, and neuter genders will be construed to include any other gender, and words in the singular form will be construed to include the plural and vice versa, unless the context otherwise requires. The words “this Agreement,” “herein,” “hereof,” “hereby,” “hereunder,” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The parties hereto intend that each representation, warranty, and covenant contained herein will have independent significance. If any party hereto has breached any representation, warranty, or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) which such party hereto has not breached will not detract from or mitigate the fact that such party hereto is in breach of the first representation, warranty, or covenant.

(p) Waiver. No waiver by any party hereto of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, may be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising because of any prior or subsequent occurrence.

(q) Specific Performance. Each party hereto agrees that irreparable damage may occur in the event any provision of this Agreement was not performed by the other party hereto in accordance with the terms hereof and that the such party shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or equity.

(r) Confidentiality. Except as may be required by law, regulation or applicable stock exchange listing requirements (but subject in any case to the provisions of Section 6(d) hereof), unless and until the transactions contemplated hereby and the terms hereof are publicly announced or otherwise publicly disclosed by the Company, the parties hereto shall keep confidential and shall not publicly disclose the existence or terms of this Agreement. Notwithstanding the foregoing, the Purchaser shall be permitted to disclose any information to its affiliates and its and their respective directors, officers, employees, advisors, director or indirect owners, agents and representatives, in each case so long as such person or entity has been advised of the confidentiality obligations hereunder; provided that the Purchaser shall be liable for any breach of such confidentiality obligations by any such person or entity.

(s) Tax Treatment. The parties hereto intend, for U.S. federal income tax purposes, that the issuance and sale of the Subscribed Securities by the Company (or, as applicable, the target of the Business Combination or the successor registrant of the Company) to the Purchaser is solely in exchange for contributions by the Purchaser of funds to the capital of the Company (or, as applicable, the target of the Business Combination or the successor registrant of the Company) (the “Intended Tax Treatment”). The parties hereto agree not to take any tax reporting position inconsistent with the Intended Tax Treatment unless required to do so by a final determination as defined in Section 1313 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”); provided, however, that nothing in this Section 7(s) shall prevent any party or the Company from (i) settling any proposed deficiency or adjustment by any tax authority based upon or arising out of the Intended Tax Treatment, or (ii) require any party or the Company to litigate before any court of competent jurisdiction any proposed deficiency or adjustment by any tax authority challenging the Intended Tax Treatment.

(t) QEF Election; Tax Information. For years prior to the year in which the Business Combination Closing occurs (the “Pre-Business Combination Years”) the Company shall use commercially reasonable efforts to determine whether, in any year, the Company (or any subsidiary of the Company) is deemed to be a “passive foreign investment company” (a “PFIC”) or a “controlled foreign corporation” (a “CFC”) within the meaning of the Code and the regulations promulgated thereunder, and shall notify the Purchaser if the Company (or any subsidiary of the Company) is deemed to be a PFIC or CFC. If the Company determines that the Company (or any subsidiary of the Company) is a PFIC in any Pre-Business Combination Year, for the year of determination and for each year thereafter that the Company is a PFIC and during which the Investor holds an equity interest in the Company, the Company shall use commercially reasonable efforts to (i) make available to the Purchaser the information that may be required to make or maintain a “qualified electing fund” election under the Code with respect to the Company (or any subsidiary of the Company, as applicable) and (ii) furnish the information required to be reported under Section 1298(f) of the Code or under any other applicable tax law.

[Signature page follows]

IN WITNESS WHEREOF, the undersigned have executed this Agreement to be effective as of the date first set forth above.

	COMPANY:

	BLUE OCEAN ACQUISITION CORP

	By:	/s/ Paul Bascobert
	Name: Paul Bascobert
	Title: Chief Executive Officer

	SPONSOR:

	BLUE OCEAN SPONSOR LLC

	By:	/s/ Paul Bascobert
	Name: Paul Bascobert
	Title: Chief Executive Officer

	PURCHASER:

	APOLLO SPAC FUND I, L.P.

	By: Apollo SPAC Advisors I, L.P., its general partner
	By: Apollo SPAC Advisors I GP, LLC, its general partner

	By:	/s/ Joseph D. Glatt
	Name:	Joseph D. Glatt
	Title:	Vice President

	Purchaser’s Address for Notices:

	c/o Apollo Capital Management,
	L.P 9 West 57th Street, 37th Floor
	New York, NY 10019

Annex A

Schedule

		Number of Subscribed Securities		Aggregate Purchase Price
Founder Shares				$

Date of Closing:

At the Business Combination Closing, this schedule will be updated to reflect the number of Initial Founder Shares to be purchased at such closing and the aggregate purchase price.

Cayman Islands			6770			98-1593951
(State or other jurisdiction of incorporation or organization)			(Primary Standard Industrial Classification Code Number)			(I.R.S. Employer Identification Number)

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

	Per Unit	Total
Public offering price	$10.00	$150,000,000
Underwriting discounts and commissions⁽¹⁾⁽²⁾	$0.55	$8,250,000
Proceeds, before expenses, to us	$9.45	$141,750,000

SUMMARY			1
RISK FACTORS			48
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			85
USE OF PROCEEDS			86
DIVIDEND POLICY			91
DILUTION			92
CAPITALIZATION			94
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			95
PROPOSED BUSINESS			100
MANAGEMENT			131
PRINCIPAL SHAREHOLDERS			143
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			147
DESCRIPTION OF SECURITIES			150
TAXATION			171
UNDERWRITING			181
LEGAL MATTERS			187
EXPERTS			187
WHERE YOU CAN FIND ADDITIONAL INFORMATION			187
INDEX TO FINANCIAL STATEMENTS			F-1

	June 30, 2021
	Actual	As Adjusted
Balance Sheet Data:
Working capital (deficit)⁽¹⁾	$(219,604)	$137,108,992
Total assets⁽²⁾	$272,321	$154,636,492
Total liabilities⁽³⁾	$258,463	$17,527,500
Value of Class A ordinary shares subject to possible redemption	$—	$150,000,000
Total shareholders’ equity⁽⁴⁾	$13,858	$(12,891,008)

	Without Over- Allotment	With Over- Allotment
Gross proceeds
Gross proceeds from units offered to public⁽¹⁾	$150,000,000	$172,500,000
Gross proceeds from private placement warrants offered in the private placement	7,750,000	8,650,000
Total gross proceeds	$157,750,000	$181,150,000
Estimated offering expenses⁽²⁾
Underwriting commissions (2.0% of gross proceeds from units offered to public, excluding deferred portion)⁽³⁾	$3,000,000	$3,450,000
Legal fees and expenses	350,000	350,000
Accounting fees and expenses	75,000	75,000
Printing and engraving expenses	35,000	35,000
SEC Expenses	15,991	15,991
FINRA Expenses	26,375	26,375
Nasdaq listing and filing fees	75,000	75,000
Miscellaneous	50,000	50,000
Total estimated offering expenses (after giving effect to the underwriter’s reimbursement to us and excluding underwriting commissions)	$127,366	$127,366
Proceeds after estimated offering expenses and giving effect to the underwriter’s reimbursement to us	$154,622,634	$177,572,634
Held in trust account⁽³⁾	$153,000,000	$175,950,000
Percentage of public offering size	102%	102%
Not held in trust account	$1,622,634	$1,622,634

	Amount	Percentage of Total
Legal, accounting, due diligence, travel, consulting and other expenses in connection with a search for and consummation of any business combination⁽⁶⁾	$350,000	21.6%
Legal and accounting fees related to regulatory reporting obligations	120,000	7.4%
Payment for office space, administrative and support services	180,000	11.1%
Nasdaq continued listing fees	70,000	4.3%
Director & Officer insurance premiums⁽⁴⁾	500,000	30.8%
Working capital to cover miscellaneous expenses	402,634	24.8%
Total	$1,622,634	100%

	Shares Purchased		Total Consideration		Average Price per Share
	Number	Percentage	Amount	Percentage	Average Price per Share
Class B ordinary shares⁽¹⁾	3,750,000	20.0%	$25,000	0.02%	$0.007
Public Shareholders	15,000,000	80.0%	150,000,000	99.98%	$10.00
	18,750,000	100.0%	$150,025,000	100.0%

	Without Over- allotment	With Over- allotment
Numerator:
Net tangible book deficit before this offering	$(219,604)	$(219,604)
Net proceeds from this offering and sale of the private placement warrants⁽¹⁾	154,622,634	177,572,634
Plus: Offering costs accrued for or paid in advance, excluded from tangible book value before this offering	233,463	233,463
Less: Warrant liability	(12,277,500)	(13,906,500)
Less: Deferred underwriting commissions	(5,250,000)	(6,037,500)
Less: Proceeds held in trust subject to redemption to maintain net tangible assets of $5,000,001⁽²⁾	(132,108,989)	(152,642,489)
	$5,000,003	$5,000,003
Denominator:
Class B ordinary shares outstanding prior to this offering (founder shares)	4,312,500	4,312,500
Class B ordinary shares forfeited if over-allotment is not exercised	(562,500)	—
Class A ordinary shares included in the units offered	15,000,000	17,250,000
Less: Class A ordinary shares subject to redemption to maintain net tangible assets of at least $5,000,001	(13,210,899)	(15,264,249)
	5,539,101	6,298,251

	June 30, 2021
	Actual	As Adjusted⁽¹⁾
Note payable—related party⁽⁴⁾	$—	$—
Warrant liability⁽²⁾	—	12,277,500
Deferred underwriting commissions ⁽³⁾	—	5,250,000
Class A ordinary shares subject to possible redemption, 0 and 15,000,000 shares, actual and as adjusted, respectively⁽⁵⁾	—	150,000,000
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding	—	—
Class A ordinary shares, $0.0001 par value, 200,000,000 shares authorized; 0 shares issued and outstanding (excluding 0 and 15,000,000 shares subject to possible redemption), actual and as adjusted, respectively⁽⁵⁾	—	—
Class B ordinary shares, $0.0001 par value, 20,000,000 shares authorized; 4,312,500 and 3,750,000 shares issued and outstanding, actual and as adjusted, respectively⁽¹⁾	431	375
Additional paid-in capital	24,569	—
Accumulated deficit⁽⁶⁾	(11,142)	(12,891,382)
Total shareholders’ equity	$13,858	$(12,891,008)
Total capitalization	$13,858	$154,636,492

Type of Transaction			Whether Shareholder Approval is Required
Purchase of assets			No
Purchase of stock of target not involving a merger with the company			No
Merger of target into a subsidiary of the company			No
Merger of the company with a target			Yes

			Redemptions in Connection With Our Initial Business Combination			Other Permitted Purchases of Public Shares by Our Affiliates			Redemptions If We Fail to Complete an Initial Business Combination
Calculation of redemption price			Redemptions at the time of our initial business combination may be made pursuant to a tender offer or in connection with a shareholder vote. The redemption price will be the same whether we conduct redemptions pursuant to a tender offer or in connection with a shareholder vote. In			If we seek shareholder approval of our initial business combination, our initial shareholders, directors, officers, advisors or their affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following completion of our initial business			If we do not complete our initial business combination within 18 months (or up to 21 months if the period of time to consummate a business combination is extended) from the closing of this offering, we will redeem all public shares at a per-share price, payable in cash, equal to the aggregate

	Terms of Our Offering	Terms Under a Rule 419 Offering
Escrow of offering proceeds	$153,000,000 of the net proceeds of this offering and the sale of the private placement warrants will be deposited into a trust account located in the United States with Continental Stock Transfer & Trust Company acting as trustee.	Approximately $127,575,000 of the offering proceeds would be required to be deposited into either an escrow account with an insured depositary institution or in a separate bank account established by a broker-dealer in which the broker-dealer acts as trustee for persons having the beneficial interests in the account.
Investment of net proceeds	$153,000,000 of the net proceeds of this offering and the sale of the private placement warrants held in trust will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations.	Proceeds could be invested only in specified securities such as a money market fund meeting conditions of the Investment Company Act or in securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States.
Receipt of interest on escrowed funds	Interest income (if any) on proceeds from the trust account to be paid to shareholders is reduced by (i) any income taxes paid or payable and (ii) in the event of our liquidation for failure to complete our initial business combination within the allotted time, up to $100,000 of net interest that may be released to us should we have no or insufficient working capital to fund the costs and expenses of our dissolution and liquidation.	Interest income on funds in escrow account would be held for the sole benefit of investors, unless and only after the funds held in escrow were released to us in connection with our completion of a business combination.
Limitation on fair value or net assets of target business	Nasdaq listing rules require that our initial business combination must be with one or more target businesses that together have an aggregate fair market value equal to at least 80% of the value of the trust account (excluding any deferred underwriting fees and taxes payable on the income earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination.	The fair value or net assets of a target business must represent at least 80% of the maximum offering proceeds.
Trading of securities issued	The units are expected to begin trading on or promptly after the date of this prospectus. The Class A ordinary shares and warrants comprising the units will begin separate trading on the 52^nd day following the date of this prospectus (or, if such day is not a business day,	No trading of the units or the underlying Class A ordinary shares and warrants would be permitted until the completion of a business combination. During this period, the securities would be held in the escrow or trust account.

	Terms of Our Offering	Terms Under a Rule 419 Offering
	on the next succeeding business day) unless Needham & Company, LLC informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. We will file the Current Report on Form 8-K promptly after the closing of this offering. If the underwriter’s over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriter’s over-allotment option. The units will automatically separate into their component parts and will not be traded after completion of our initial business combination.
Exercise of the warrants	The warrants cannot be exercised until the later of 30 days after the completion of our initial business combination and 12 months from the closing of this offering.	The warrants could be exercised prior to the completion of a business combination, but securities received and cash paid in connection with the exercise would be deposited in the escrow or trust account.
Election to remain an investor	We will provide our public shareholders with the opportunity to redeem their Class A ordinary shares for cash at a per share price equal to the aggregate amount then on deposit in the trust account, calculated as of two business days prior to the consummation of our initial business combination, including interest (net of taxes paid or payable), divided by the number of then issued and outstanding public shares, upon the completion of our initial business combination, subject to the limitations described herein. We may not be required by applicable law or stock exchange listing requirement to hold a shareholder vote. If we are not required by applicable law or stock exchange listing requirement and do not otherwise decide to hold a shareholder vote, we will, pursuant to our amended and restated	A prospectus containing information pertaining to the business combination required by the SEC would be sent to each investor. Each investor would be given the opportunity to notify the company in writing, within a period of no less than 20 business days and no more than 45 business days from the effective date of a post-effective amendment to the company’s registration statement, to decide if he, she or it elects to remain a shareholder of the company or require the return of his, her or its investment. If the company has not received the notification by the end of the 45 business day, funds and interest or dividends, if any, held in the trust or escrow account are automatically returned to the shareholder. Unless a sufficient number of investors elect to remain

	Terms of Our Offering	Terms Under a Rule 419 Offering
	memorandum and articles of association, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under the SEC’s proxy rules. If, however, we hold a shareholder vote, we will, like many blank check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If we seek shareholder approval, we will complete our initial business combination only if we receive an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. Additionally, each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or vote at all.	investors, all funds on deposit in the escrow account must be returned to all of the investors and none of the securities are issued.
Business combination deadline	If we do not complete an initial business combination within 18 months (or up to 21 months if the period of time to consummate a business combination is extended) from the closing of this offering, we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (less up to $100,000 of interest to pay dissolution expenses and net of taxes paid or payable), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation	If an acquisition has not been completed within 18 months after the effective date of the company’s registration statement funds held in the trust or escrow account are returned to investors.

	Terms of Our Offering	Terms Under a Rule 419 Offering
	distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case, to our obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law
Release of funds	Except for the withdrawal of interest to pay our taxes, if any, none of the funds held in trust will be released from the trust account until the earliest of (i) the completion of our initial business combination, (ii) the redemption of our public shares if we do not complete our initial business combination within 18 months (or up to 21 months if the period of time to consummate a business combination is extended) from the closing of this offering, subject to applicable law, or (iii) the redemption of our public shares properly submitted in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (a) that would affect the substance or timing of our obligation to provide for the redemption of our public shares in connection with an initial business combination or to redeem 100% of our public shares if we have not consummated an initial business combination within 18 months (or up to 21 months if the period of time to consummate a business combination is extended) from the closing of this offering or (b) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity.	The proceeds held in the escrow account are not released until the earlier of the completion of a business combination or the failure to effect a business combination within the allotted time.
Tendering share certificates in connection with a tender offer or redemption rights	In connection with any vote held to approve a proposed business combination, public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” will be required to either tender their certificates (if any) to our	Many blank check companies provide that a shareholder can vote against a proposed business combination and check a box on the proxy card indicating that such shareholder is seeking to exercise its redemption rights. After the business combination is approved, the

	Terms of Our Offering	Terms Under a Rule 419 Offering
	transfer agent or to deliver their shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/ Withdrawal At Custodian) System, at the holder’s option, in each case no later than two business days prior to the initially scheduled vote on the proposal to approve the business combination. The proxy solicitation or tender offer materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate the applicable delivery requirements, which will include the requirement that any beneficial owner on whose behalf a redemption right is being exercised must identify itself in order to validly redeem its shares. Accordingly, a public shareholder would have from the time we send out our tender offer materials until the close of the tender offer period, or up to two business days prior to the vote on the business combination if we distribute proxy materials, as applicable, to tender its shares if it wishes to seek to exercise its redemption rights.	company would contact such shareholder to arrange for delivery of its share certificates to verify ownership.
Limitation on redemption rights of shareholders holding more than 15% of the Class A ordinary shares that are part of the units sold in this offering if we hold a shareholder vote	If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association will provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to Excess Shares, without our consent. However, we would not restrict our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination.	Many blank check companies provide no restrictions on the ability of shareholders to redeem shares based on the number of shares held by such shareholders in connection with an initial business combination.

Name	Age	Position
Marcus Brauchli	59	Chairman
Paul Bascobert	57	Chief Executive Officer and Director
Ankur Manglik	45	Chief Strategy Officer, Chief Financial Officer and Director
Sean Glodek	50	Vice President and Director Nominee(*)
Norman Pearlstine	78	Independent Director Nominee(*)
Joel Motley	69	Independent Director Nominee(*)
Matt Goldberg	50	Independent Director Nominee(*)
Priscilla Han	37	Independent Director Nominee(*)
Dale Mathias	69	Independent Director Nominee(*)

Individual	Entity	Entity’s Business	Affiliation
Marcus Brauchli	North Base Media	Venture Capital	Managing Partner
	Gremi Media S.A.	Media	Director
	The News Lens	Media	Director
	Capital Digital, S.A.	Media	Director
	5G Edge Acquisition Corp.	Technology, Media, and Telecommunications	Advisor
	Datami Inc.	Business Software	Advisor
	Ridgely-Walsh LLC	Communications	Senior Advisor
	Arthur F. Burns Fellowship	Scholarship Program	Chairman
	Hirshhorn Museum and Sculpture Garden	Art Museum	Trustee
Paul Bascobert	Council on Foreign Relations	Foreign Policy	Member
Sean Glodek	Charoen Pokphand Group, Ltd.	Conglomerate	Advisor to Chairman
Joel Motley	Invesco Mutual Funds	Investment Management	Director
	Federal Home Loan Bank System	Mortgage Lending	Director
	Human Rights Watch	Human Rights	Chairman Emeritus
Matt Goldberg	Dataphilanthropy	Technology	Director
	Lumina Foundation	Education	Director
	TeamSnap	Technology	Advisor
	Burning Man Project	Event Planning	Director
	Cornell University	Educational Institution	Council Member
	Anthropocene Ventures	Venture Capital	Founding Partner
Norman Pearlstine	Committee to Protect Journalists	Media Non-profit	Director
	Reporters Committee for Freedom of the Press	Media Non-profit	Steering Committee Member
	Center for Communication, Leadership and Policy at USC Annenberg	Media and Education	Advisor
Priscilla Han	GRVTY Media Pte Ltd	Media
	V Hospitality Pte Ltd	Technology and Real Estate	Director
	Double R Pte Ltd	Consumer Services	Director
	Ideatory Pte Ltd	Technology and Human Resources	Director
	Reapra Pte Ltd	Venture Capital	Chief Investment Officer

	Number of Shares Owned⁽²⁾		Approximate Percentage of Outstanding Ordinary Shares
Name and Address of Beneficial Owner⁽¹⁾	Before Offering	After Offering	Before Offering	After Offering
Blue Ocean Sponsor LLC⁽³⁾	4,072,500	3,510,000	94.4%	18.7%
Marcus Brauchli⁽³⁾	4,072,500	3,510,000	94.4%	18.7%
Paul Bascobert⁽³⁾	4,072,500	3,510,000	94.4%	18.7%
Ankur Manglik	—	—	*	*
Sean Glodek	—	—	*	*
Norman Pearlstine	25,000	25,000	*	*
Joel Motley	30,000	30,000	*	*
Matt Goldberg	30,000	30,000	*	*
Priscilla Han	30,000	30,000	*	*
Dale Mathias	25,000	25,000	*	*
All officers, directors and director nominees as a group (9 individuals)	4,212,500	3,650,000	97.0%	19.0%

	Fair Market Value of Class A Ordinary Shares
Redemption Date (period to expiration of warrants)	≤10.00	11.00	12.00	13.00	14.00	15.00	16.00	17.00	≥18.00
60 months	0.261	0.281	0.297	0.311	0.324	0.337	0.348	0.358	0.361
57 months	0.257	0.277	0.294	0.310	0.324	0.337	0.348	0.358	0.361
54 months	0.252	0.272	0.291	0.307	0.322	0.335	0.347	0.357	0.361
51 months	0.246	0.268	0.287	0.304	0.320	0.333	0.346	0.357	0.361
48 months	0.241	0.263	0.283	0.301	0.317	0.332	0.344	0.356	0.361
45 months	0.235	0.258	0.279	0.298	0.315	0.330	0.343	0.356	0.361
42 months	0.228	0.252	0.274	0.294	0.312	0.328	0.342	0.355	0.361
39 months	0.221	0.246	0.269	0.290	0.309	0.325	0.340	0.354	0.361
36 months	0.213	0.239	0.263	0.285	0.305	0.323	0.339	0.353	0.361
33 months	0.205	0.232	0.257	0.280	0.301	0.320	0.337	0.352	0.361
30 months	0.196	0.224	0.250	0.274	0.297	0.316	0.335	0.351	0.361
27 months	0.185	0.214	0.242	0.268	0.291	0.313	0.332	0.350	0.361
24 months	0.173	0.204	0.233	0.260	0.285	0.308	0.329	0.348	0.361
21 months	0.161	0.193	0.223	0.252	0.279	0.304	0.326	0.347	0.361
18 months	0.146	0.179	0.211	0.242	0.271	0.298	0.322	0.345	0.361
15 months	0.130	0.164	0.197	0.230	0.262	0.291	0.317	0.342	0.361
12 months	0.111	0.146	0.181	0.216	0.250	0.282	0.312	0.339	0.361
9 months	0.090	0.125	0.162	0.199	0.237	0.272	0.305	0.336	0.361
6 months	0.065	0.099	0.137	0.178	0.219	0.259	0.296	0.331	0.361
3 months	0.034	0.065	0.104	0.150	0.197	0.243	0.286	0.326	0.361
0 months	—	—	0.042	0.115	0.179	0.233	0.281	0.323	0.361

	Paid by us
	No Exercise	Full Exercise
Per Unit⁽¹⁾	$0.55	$0.55
Total⁽¹⁾	$8,250,000	$9,487,500

			PAGE
Report of Independent Registered Public Accounting Firm			F-2
Balance Sheets			F-3
Statements of Operations			F-4
Statements of Changes in Shareholder’s Equity			F-5
Statements of Cash Flows			F-6
Notes to Financial Statements			F-7

	June 30, 2021	April 9, 2021
	(Unaudited)	(Audited)
ASSETS

Current Assets
Cash	$38,858	$25,000
Total current assets	38,858	25,000
Deferred offering costs	233,463	208,241
Total assets	$272,321	$233,241

LIABILITIES AND SHAREHOLDER’S EQUITY

Current Liabilities
Accrued expenses	$223,463	$214,935
Promissory note payable - related party	35,000	—
Total current liabilities	258,463	214,935

Commitments

Shareholder’s Equity
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; none outstanding	—	—
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; none outstanding	—	—
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 4,312,500 shares issued and outstanding⁽¹⁾	431	431
Additional paid in capital	24,569	24,569
Accumulated deficit	(11,142)	(6,694)
Total Shareholder’s Equity	13,858	18,306
	$272,321	$233,241

	For the Period from March 26, 2021 (Inception) through
	June 30, 2021	April 9, 2021
	(Unaudited)	(Audited)
Formation costs and other operating expenses	$11,142	$6,694
Net loss	$(11,142)	$(6,694)
Weighted average shares outstanding, basic and diluted⁽¹⁾	3,750,000	3,750,000
Basic and diluted net loss per common share	$—	$ —

	Class B Ordinary Shares		Additional Paid In Capital	Accumulated Deficit	Total Shareholder’s Equity
	Shares	Amount	Additional Paid In Capital	Accumulated Deficit	Total Shareholder’s Equity
Balance – March 26, 2021 (date of inception)	—	$—	$—	$—	$—
Issuance of Class B ordinary shares to sponsors⁽¹⁾	4,312,500	431	24,569	25,000	25,000
Net loss				(6,694)	(11,142)
Balance – April 9, 2021 (Audited)	4,312,500	$431	$24,569	$(6,694)	$18,306
Net loss	—	—	—	(4,448)	(4,448)
Balance – June 30, 2021 (Unaudited)	4,312,500	$431	$24,569	$(11,142)	$13,858

SEC expenses			$15,991
FINRA expenses			26,375
Accounting fees and expenses			75,000
Printing and engraving expenses			35,000
Nasdaq listing and filing fees			75,000
Legal fees and expenses			350,000
Miscellaneous			50,000
Total			$627,366

Exhibit			Description
1.1*			Form of Underwriting Agreement
3.1			Memorandum and Articles of Association
3.4*			Form of Amended and Restated Memorandum and Articles of Association
4.1*			Specimen Unit Certificate
4.2*			Specimen Ordinary Share Certificate
4.3*			Specimen Warrant Certificate
4.4*			Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant
5.1*			Opinion of Maples and Calder (Cayman) LLP
5.2*			Opinion of Sidley Austin LLP
10.1*			Form of Letter Agreement among the Registrant and its officers, directors, director nominees and Blue Ocean Sponsor LLC and Apollo SPAC Fund I, L.P.
10.2			Promissory Note, dated April 5, 2021 issued to Blue Ocean Sponsor LLC
10.3*			Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant
10.4*			Form of Registration Rights Agreement among the Registrant and certain security holders

Exhibit			Description
10.6*			Form of Private Placement Warrants Purchase Agreement between the Registrant and Blue Ocean Sponsor LLC
10.7*			Form of Indemnity Agreement
10.8			Securities Subscription Agreement, dated as of April 6, 2021, between the Registrant and Blue Ocean Sponsor LLC
10.9			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.
10.10*			Securities Assignment Agreement, dated as of , 2021, between Blue Ocean Sponsor LLC and the independent director nominees
10.11*			Administrative Support Agreement, dated as of , 2021, between the Registrant and Blue Ocean Sponsor LLC
14.1*			Form of Code of Ethics
23.1			Consent of Marcum LLP
23.2*			Consent of Maples and Calder (Cayman) LLP (included in Exhibit 5.1)
23.3*			Consent of Sidley Austin LLP (included in Exhibit 5.2)
24.1*			Power of Attorney (included on signature page to the initial filing of this Registration Statement)
99.1*			Form of Audit Committee Charter
99.2			Consent of Norman Pearlstine
99.3			Consent of Joel Motley
99.4			Consent of Matt Goldberg
99.5			Consent of Priscilla Han
99.6			Consent of Dale Mathias
99.7			Consent of Sean Glodek

			Blue Ocean Acquisition Corp

			By:			/s/ Paul Bascobert
						Paul Bascobert Chief Executive Officer

Name	Position	Date

/s/ Marcus Brauchli	Chairman	November 8, 2021
Marcus Brauchli	Chairman	November 8, 2021

/s/ Paul Bascobert	Chief Executive Officer (Principal Executive Officer)	November 8, 2021
Paul Bascobert	Chief Executive Officer (Principal Executive Officer)	November 8, 2021

/s/ Ankur Manglik	Chief Financial Officer (Principal Financial and Accounting Officer)	November 8, 2021
Ankur Manglik		November 8, 2021

Signature and Address of Subscriber	Number of Shares Taken
Maples Corporate Services Limited of PO Box 309, Ugland House Grand Cayman KY1-1104 Cayman Islands acting by:	One Class B ordinary share

“Articles”	means these articles of association of the Company.

“Auditor”	means the person for the time being performing the duties of auditor of the Company (if any).

“Business Combination”	means a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganisation or similar business combination involving the Company, with one or more businesses or entities (the “target business”), which Business Combination: (a) must occur with one or more target businesses that together have an aggregate fair market value of at least 80 per cent of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into such Business Combination; and (b) must not be effectuated with another blank cheque company or a similar company with nominal operations.

“Class A Share”	means a Class A ordinary share of a par value of US$0.0001 in the share capital of the Company.

“Class B Share”	means a Class B ordinary share of a par value of US$0.0001 in the share capital of the Company.

“Company”	means the above named company.

“Directors”	means the directors for the time being of the Company.

“Dividend”	means any dividend (whether interim or final) resolved to be paid on Shares pursuant to the Articles.

“Electronic Record”	has the same meaning as in the Electronic Transactions Act.

“Electronic Transactions Act”	means the Electronic Transactions Act (As Revised) of the Cayman Islands.

“Equity-linked Securities”	means any debt or equity securities that are convertible, exercisable or exchangeable for Class A Shares issued in a financing transaction in connection with a Business Combination, including but not limited to a private placement of equity or debt.

“IPO”	means the Company’s initial public offering of securities.

“Member”	has the same meaning as in the Statute.

“Memorandum”	means the memorandum of association of the Company.

“Ordinary Resolution”	means a resolution passed by a simple majority of the Members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting, and includes a unanimous written resolution. In computing the majority when a poll is demanded regard shall be had to the number of votes to which each Member is entitled by the Articles.

“Preference Share”	means a preference share of a par value of US$0.0001 in the share capital of the Company.

“Register of Members”	means the register of Members maintained in accordance with the Statute and includes (except where otherwise stated) any branch or duplicate register of Members.

“Registered Office”	means the registered office for the time being of the Company.

“Seal”	means the common seal of the Company and includes every duplicate seal.

“Share”	means a Class A Share, a Class B Share or a Preference Share and includes a fraction of a share in the Company.

“Special Resolution”	has the same meaning as in the Statute, and includes a unanimous written resolution.

“Statute”	means the Companies Act (As Revised) of the Cayman Islands.

“Subscriber”	means the subscriber to the Memorandum.

“Treasury Share”	means a Share held in the name of the Company as a treasury share in accordance with the Statute.

“Trust Account”	means the trust account established by the Company upon the consummation of its IPO and into which a certain amount of the net proceeds of the IPO, together with a certain amount of the proceeds of a private placement of warrants simultaneously with the closing date of the IPO, will be deposited.