Postponement of Shareholder Meeting
On June 2, 2023, Blue Ocean Acquisition Corp
(“Blue Ocean” or the “Company”) issued a press release announcing that the extraordinary general meeting
(the “Shareholder Meeting”) originally scheduled for Friday, June 2, 2023 at 11:00 a.m., Eastern Time, is being
postponed to June 6, 2023 at 2:00 p.m., Eastern Time (the “Postponement”).
At the Shareholder Meeting, shareholders will be asked
to vote on the following proposals: (i) to amend the Company’s amended articles of association (the “Extension Amendment Proposal”)
to extend the date by which the Company must complete an initial business combination from June 7, 2023 to June 7, 2024 by electing to
extend the date to consummate an initial business combination on a monthly basis for up to 12 times by an additional one month each time,
unless the closing of the Company’s initial business combination has occurred (the “Extension”), (ii) to amend the Company’s
amended articles of association to permit for the issuance of Class A ordinary shares, par value $0.0001 per share (“Class A Ordinary
Shares”) to holders of Class B ordinary shares, par value $0.0001 per share (“Class B Ordinary Shares”), upon the exercise
of the right of a holder of the Company’s Class B Ordinary Shares to convert such holder’s Class B Ordinary Shares into Class
A Ordinary Shares on a one-for-one basis at any time and from time to time prior to the closing of an initial business combination at
the election of the holder (the “Founder Share Amendment Proposal”) and (iii) to approve the adjournment of the extraordinary
general meeting to a later date or dates, if necessary (the “Adjournment Proposal”).
As a result of this Postponement, the Shareholder Meeting
will now be held at 2:00 p.m., Eastern Time, on June 6, 2023. The Shareholder Meeting will still be held at the offices of Sidley
Austin LLP at 787 7th Avenue, New York, New York 10019. Shareholders may withdraw any election to have their Class A Ordinary Shares
redeemed in connection with the Extension prior to the vote at the Shareholder Meeting. Shareholders who wish to withdraw redemptions
should contact the Company's transfer agent, Continental Stock Transfer & Trust Company, by email at spacredemptions@continentalstock.com.
The Company plans to continue to solicit proxies from
shareholders during the period prior to the Shareholder Meeting. Only holders of record of Class A Ordinary Shares and Class B Ordinary
Shares as of the close of business on May 4, 2023, the record date for the Shareholder Meeting, are entitled to vote at the Shareholder
Meeting or any adjournment thereof.
A copy of the press release is attached as Exhibit
99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Supplement to the Definitive Proxy Statement
The Company has determined to supplement the definitive proxy statement,
filed with the Securities and Exchange Commission (“SEC”) on May 16, 2023, relating to the Shareholder Meeting (the “Definitive
Proxy Statement”) as set forth below (the “Proxy Supplement”) to provide information about the Postponement.
There is no change to the location, the record date, or any of the
proposals to be acted upon at the Special Meeting.
SUPPLEMENT TO PROXY STATEMENT
OF
BLUE OCEAN ACQUISITION CORP
Dated June 2, 2023
The following disclosures in this Current Report on Form 8-K supplement, and
should be read in conjunction with, the disclosures contained in the Company’s definitive proxy statement (the “Definitive
Proxy Statement”), filed with the Securities and Exchange Commission (the “SEC”) on May 16, 2023, relating to the Company’s
extraordinary general meeting (the “Shareholder Meeting”) originally scheduled for Friday, June 2, 2023, at 11:00 a.m.,
Eastern Time, which in turn should be read in its entirety. To the extent the information set forth herein differs from or updates information
contained in the Definitive Proxy Statement, the information set forth herein shall supersede or supplement the information in the Definitive
Proxy Statement. All other information in the Definitive Proxy Statement remains unchanged.
Terms used herein, unless otherwise defined, have the meanings
set forth in the Definitive Proxy Statement.
Extraordinary General Meeting Date
On June 2, 2023, the Company issued a press release announcing
that it has determined to postpone (the “Postponement”) the date of the Shareholder Meeting from June 2, 2023 to June 6,
2023. As a result of this change, the Shareholder Meeting will now be held at 2:00 p.m. Eastern Time on June 6, 2023 at the offices
of Sidley Austin LLP, located at 787 7th Avenue, New York, New York 10019.
Redemptions
Shareholders may withdraw any election to have their Class A Ordinary
Shares redeemed in connection with the Shareholder Meeting prior to the vote at the Shareholder Meeting. Shareholders who wish to withdraw
redemptions should contact the Company's transfer agent, Continental Stock Transfer & Trust Company, by email at spacredemptions@continentalstock.com.
No Offer or Solicitation
This communication shall not constitute a solicitation of a proxy,
consent or authorization with respect to any securities or in respect of the Extension Amendment Proposal or Founder Share Conversion
Proposal. This communication shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall
there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus
meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
Participants in the Solicitation
Blue Ocean, its directors and certain of its respective executive
officers and other members of management and employees may be considered participants in the solicitation of proxies with respect to the
Extension. Information about the directors and executive officers of Blue Ocean is set forth in its Annual Report on Form 10-K for the fiscal
year ended December 31, 2022. Additional information regarding the persons who may, under the rules of the Securities and Exchange
Commission (“SEC”), be deemed participants in the proxy solicitation of the shareholders of Blue Ocean and a description of
their direct and indirect interests are contained in the Definitive Proxy Statement.
Additional Information and Where To Find It
On May 16, 2023, the Company filed the Definitive
Proxy Statement with the SEC in connection with its solicitation of proxies for the Shareholder Meeting. INVESTORS AND SECURITY HOLDERS
OF THE COMPANY ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND OTHER DOCUMENTS
THE COMPANY FILES WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. Investors
and security holders will be able to obtain free copies of the Definitive Proxy Statement (including any amendments or supplements thereto)
and other documents filed with the SEC through the web site maintained by the SEC at www.sec.gov or by directing a request to: Blue Ocean
at 2 Wisconsin Circle, 7th Floor, Chevy Chase, Maryland 20815.
Cautionary Statement Regarding Forward Looking
Statements
This communication includes “forward-looking
statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995.
Certain of these forward-looking statements can be identified by the use of words such as “believes,” “expects,”
“intends,” “plans,” “estimates,” “assumes,” “may,” “should,” “will,”
“seeks,” or other similar expressions. Such statements may include, but are not limited to, statements regarding the date
of the Shareholder Meeting. These statements are based on current expectations on the date of this communication and involve a number
of risks and uncertainties that may cause actual results to differ significantly. The Company does not assume any obligation to update
or revise any such forward-looking statements, whether as the result of new developments or otherwise. Readers are cautioned not to put
undue reliance on forward-looking statements.