UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 11, 2022
 
Blue Ocean Acquisition Corp
(Exact name of registrant as specified in its charter)

Cayman Islands
001-41112
98-1593951
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)

2 Wisconsin Circle, 7th Floor
    
Chevy Chase, MD
  
20815
(Address of principal executive offices)
  
(Zip Code)

(240) 235-5049
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 

 ☐
Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐
Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
Title of each class
Trading Symbol(s)
Name of each exchange
on which registered
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant
BOCNU
The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share
BOCN
The Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50
BOCNW
The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01
Entry into a Material Definitive Agreement.

On October 11, 2022, Blue Ocean Acquisition Corp (the “Company”) entered into a consulting agreement (the “Agreement”) with Richard Leggett, pursuant to which the Company engaged Mr. Leggett as an independent contractor to serve as the Company’s Chief Executive Officer, as specified in the Agreement, commencing on October 11, 2022 and ending on the earlier of the date on which the Company completes the business combination or the redemption of the Company’s public shares should it not complete a business combination, or as otherwise specified in the Agreement (the “Term”). In consideration for the services Mr. Leggett will provide to the Company, the Company agreed to pay Mr. Leggett (i) a monthly consulting fee of Two Thousand Five Hundred United States Dollars ($2,500) for the duration of the Term and (ii) a bonus of Two Hundred and Fifty Thousand United States Dollars ($250,000) within ten business days of the closing of a business combination.

The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously disclosed, on September 19, 2022, the Board of Directors of the Company (the “Board”) appointed Marcus Brauchli to the position of Interim Chief Executive Officer of the Company to serve in such capacity on an interim basis until a successor was identified and appointed by the Board.  On October 11, 2022, the Board appointed Mr. Leggett as Chief Executive Officer of the Company, effective as of October 11, 2022.  Mr. Brauchli will continue to serve as Chairman of the Board.

Richard Leggett is an accomplished global chief executive in the information services, financial services and professional services industries with over 32 years of experience and an      entrepreneurial track record in all aspects of growing and operating a global business. Over the last 16 years, Mr. Leggett has served as CEO of three PE-backed technology-enabled information services businesses guiding two of them through successful exits to strategic buyers.      From January 2012 through September 2022, Mr. Leggett served as the CEO of FrontierView, a global market intelligence company which he built and in November 2021 sold to FiscalNote (NYSE: NOTE) prior to FiscalNotes’s IPO in August 2022. From October 2008 through August 2011, he served as CEO of Business Intelligence Advisors (“BIA”), an independent equity research firm that launched an AI-based proprietary data platform. Prior to BIA, Mr. Leggett served from February 2005 through October 2008 as CEO at CFRA, a leading independent equity research company, that under Mr. Leggett’s leadership grew substantially and was sold to RiskMetrics (now MSCI) in 2007, where Mr. Leggett subsequently also ran Institutional Shareholder Services.

Prior to his CEO roles, Mr. Leggett spent over 16 years in the Financial Services industry, where he was a Managing Director at Goldman Sachs in New York and London, in both the Technology equity research and investment banking divisions from June 2000 through January 2005. Prior to Goldman Sachs, Mr. Leggett led the Technology Research practice at Friedman, Billings & Ramsey from October 1996 to June 2000. He started his career in the Financial Services practice at Accenture in Washington, D.C. from January 1991 to October 1996.

Mr. Leggett is a co-founder and Board Member of K Street Capital, a Washington, D.C. angel investment group. Since 2011, he has served on the Board of Directors of AlphaSense, a privately held AI-powered market intelligence and search platform backed by a number of leading investors, including Goldman Sachs and Viking Global Advisors.

Mr. Leggett graduated from Georgetown University in 1990 with a B.A. in Business Administration.

In connection with Mr. Leggett’s appointment as Chief Executive Officer, the Company and Mr. Leggett entered into the Agreement described in Item 1.01 to this Form 8-K, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 8.01.
Other Events.

On October 14, 2022, the Company issued a press release announcing the appointment of Mr. Leggett as Chief Executive Officer. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01
Financial Statements and Exhibits.

(d) Exhibits:


Exhibit
Number
  
 
Description
     
 
Consulting Agreement, dated October 11, 2022, by and between the registrant and Richard Leggett
 
Press release, dated October 14, 2022

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
Blue Ocean Acquisition Corp
Date: October 14, 2022
By:
/s/ Ankur Manglik
 
Name:
 Ankur Manglik
 
Title:
  Chief Financial Officer
 
Exhibit 10.1
 
CONSULTING AGREEMENT WITH BLUE OCEAN ACQUISITION CORP
 
THIS CONSULTING AGREEMENT (this “Agreement”) is made and effected as of October 11, 2022 (the “Effective Date”), by and between Blue Ocean Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Richard Leggett, residing for notice purposes at 2 Wisconsin Circle, 7th Floor, 7th Floor Chevy Chase MD 20815 (“Consultant”) (each a “Party” and collectively, the “Parties”).
 
WHEREAS, the Company is a special purpose acquisition company (Nasdaq: BOCN) formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”);
 
WHEREAS, the Company desires to retain Consultant as an independent contractor to serve as the Chief Executive Officer of the Company; and
 
WHEREAS, the Consultant wishes to accept such engagement on the terms and conditions set forth herein;
 
NOW, THEREFORE, in consideration of the foregoing recitals, the mutual covenants of the parties hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:
 
1.
Engagement
 
1.1          The Company hereby engages Consultant as an independent contractor to serve as CEO of the Company.  Consultant will have such responsibilities, duties and authority, and will render such services for and in connection with the Company and its affiliates as are customary in such position in a comparable company and as the Chairman or the Board of Directors of the Company (the “Board”) shall from time to time reasonably direct (the “Consulting Services”). Consultant shall perform all Consulting Services diligently and to the best of Consultant’s professional ability and judgment.
 
1.2          As disclosed in our Prospectus, the Company’s executive officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We understand that you, like each of our other executive officers, are engaged in other business endeavors for which you may be entitled to substantial compensation, and you are not obligated to contribute any specific number of hours per week to the Company’s affairs.
 
2.
Term
 
2.1          Subject to the terms of this Agreement, Consultant shall provide the Consulting Services from the Effective Date to and concluding on the earlier of the date on which the Company completes the Business Combination or the redemption of the Company’s public shares should it not complete a Business Combination in accordance with the Company’s amended and restated memorandum and articles of association (such period, the “Term”).
 
1
2.2          Notwithstanding any other provision in this Agreement to the contrary, the Term shall terminate effective on the date indicated upon the happening of any of the following events:
 
a. Upon the death of Consultant, effective immediately on the date of death without any notice;
 
b. Upon at least 30 days’ written notice by either Consultant or the Company to the other Party.
 
3.
Payments to Consultant
 
3.1          The Company agrees to pay Consultant a consulting fee of Two Thousand Five Hundred  United States Dollars ($2,500) per month in arrears, payable on the first business day of each month during the Term, commencing on November 1st, 2022 (the “Consulting Fee”).
 
3.2          The Company agrees to pay Consultant a bonus of Two Hundred and Fifty Thousand United States Dollars ($250,000) within 10 business days of the close of the Business Combination (the “Success Bonus”).  Consultant understands that if the Company does not complete a Business Combination, or if the Term hereunder expires prior to completion of a Business Combination, no Success Bonus shall be due or paid to Consultant.
 
4.
Relationship of Parties
 
4.1          The Parties acknowledge and agree that Consultant is being retained hereunder solely as an independent contractor, will not be considered an employee  of the Company for any purpose, and hereby waives participation in and shall not receive any employee benefits.  Consultant is solely responsible for the payment of any and all applicable federal, state, local and other taxes relating to all Consulting Fees paid or payable to Consultant. Nothing in this Agreement shall be construed to constitute an employment relationships, partnership, or joint venture between the Parties.  The Company will not make disability insurance contributions on behalf of Consultant, or obtain workers' compensation insurance on behalf of Consultant.
 
5.
Confidentiality; Return of Company Property
 
5.1          Except as required by law or as otherwise set forth in this Agreement, Consultant will not at any time during or after the Term directly or indirectly disclose any Confidential Information. "Confidential Information" as used herein includes but is not limited to all confidential competitive, pricing, marketing, proprietary, trade secret (as defined under applicable law) and other information or materials relating or belonging to the Company (whether or not reduced to writing) or provided by a third party on a confidential basis, including without limitation all non-public information furnished or disclosed to or otherwise obtained by Consultant in the course of the Consultant’s provision of the Consulting Services. "Confidential Information" does not include information that lawfully and properly becomes publicly known outside of the Company, other than through a breach by Consultant of this Agreement or some other obligation.
 
5.2          Upon the termination of the Term or earlier upon written demand of Company, Consultant shall immediately return to Company, all Company property, including any Confidential Information in the possession of Consultant.
 
2
5.3          Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement prohibits Consultant from confidentially or otherwise communicating or filing a charge or complaint with, participating in an investigation by, or giving truthful testimony or statements to, a governmental agency or regulatory entity, in each case without receiving prior authorization from or having to disclose any such conduct to Company, or from responding if properly subpoenaed or otherwise required to do so under applicable law.  U.S. federal law provides that an individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that is made (x) in confidence to a Federal, State, or local government official (either directly or indirectly) or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; or (y) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.  An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual—(i) files any document containing the trade secret under seal; and (ii) does not disclose the trade secret, except pursuant to court order.
 
6.
Assignment
 
Neither this Agreement nor any rights or obligations under this Agreement shall be transferable or assignable by Consultant without the prior written consent of the Company.  Any attempted transfer or assignment that violates this paragraph, or any other term of this Agreement, shall be void.
 
7.
Governing Law and Jurisdiction
 
This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.  The Parties (i) agree that any action, proceeding, claim or dispute arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of New York City, in the State of New York, and irrevocably submit to such jurisdiction and venue, which jurisdiction and venue shall be exclusive and (ii) waive any objection to such exclusive jurisdiction and venue or that such courts represent an inconvenient forum.
 
8.
Miscellaneous
 
Any failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision hereof.  This Agreement constitutes the entire agreement between the Parties and hereby supersedes all prior and contemporaneous drafts, writings or oral statements.  This Agreement may not be amended, nor any obligation waived, except by a writing signed by both parties hereto.
 
9.
Counterparts and Facsimile Signatures.
 
This Agreement may be executed in counterparts and by facsimile or electronic mail (including .pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) execution, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.
 
3
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first written above in the Preamble.
 
 
Blue Ocean Acquisition Corp
  
     
   By:
 /s/ Marcus Brauchli
  
       
 
Name:
 Marcus Brauchli
  
       
  Title:
 Chairman
  
       
 
Richard Leggett
  
       
 
 /s/ Richard Leggett
  


4
Exhibit 99.1


Blue Ocean Acquisition Corp. Announces Appointment of Richard Leggett as Chief Executive Officer
 
CHEVY CHASE, Md., Oct. 14, 2022 /PRNewswire/ -- Blue Ocean Acquisition Corp. (NASDAQ: BOCN) (the “Company” or “Blue Ocean”) today announced the appointment of Richard Leggett to the role of chief executive officer of the Company.
 
Mr. Leggett was previously chief executive officer of FrontierView, a global business intelligence service based in Washington, D.C. FrontierView was acquired last year by Fiscal Note (NYSE: NOTE), which went public earlier this year via a merger with a Special Purpose Acquisition Company. He has previously led two other private-equity-backed B2B information services companies and before that was a managing director of investment banking at Goldman, Sachs & Co.
 
He replaces Marcus Brauchli, who was acting as Interim Chief Executive Officer after the departure of Paul Bascobert, who stepped down last month to become president of the Reuters unit of Thomson/Reuters (NYSE: TRI). Mr. Brauchli will continue to serve as Chairman of the Board. Mr. Bascobert remains a director of Blue Ocean.
 
About Blue Ocean Acquisition Corp.
 
Blue Ocean, led by Chairman Marcus Brauchli, was formed in March 2021 as a blank-check company sponsored by an affiliate of North Base Media, a global venture-capital firm specialized in media and formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities. The Company intends to focus its search for business combination targets on internet, digital media and advertising, or marketplace businesses, although it may pursue an acquisition in any industry or sector.
 
Cautionary Note Concerning Forward-Looking Statements
 
This press release contains statements that constitute "forward-looking statements," including with respect to the Company’s potential business combinations. These forward-looking statements are based on current beliefs, expectations, estimates, forecasts, and projections of, as well as assumptions made by, and information currently available to, the Company’s management.  The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.  Accordingly, you should not place reliance on any forward-looking statement, and all forward-looking statements are herein qualified by reference to the cautionary statements set forth above.