Exhibit 10.2

    

       

    THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY
      SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

    

       

    PROMISSORY NOTE

     

       

    	
            Principal Amount: Up to U.S. $300,000

          	
            Dated as of April 5, 2021

          


     

       

    FOR VALUE RECEIVED and subject to the terms and conditions set forth herein, Blue Ocean Acquisition Corp., a Cayman Islands exempted company and blank check
      company (“Maker”), promises to pay to Blue Ocean Sponsor LLC, a Cayman Islands limited liability company, or its registered assigns or successors in interest (collectively, “Payee”),
      or order, the principal sum of up to Three Hundred Thousand U.S. Dollars (U.S. $300,000) in lawful money of the United States of America, on the terms and conditions described below. All payments on this Note shall be made by check or wire transfer
      of immediately available funds or as otherwise determined by Maker to such account as Payee may from time to time designate by written notice in accordance with the provisions of this Note.

    

       

    
      
        1.            Principal. The principal balance of this Note shall be due and payable in full on the earlier of:

      

    

    
      
        (i) April 30, 2022; and (ii) the date on which Maker consummates an initial public offering of its securities (the “IPO”) (such
          earlier date of (i) and (ii), the “Maturity Date”), unless accelerated upon the occurrence of an Event of Default (as defined below). The principal balance may be prepaid at any time by Maker, at its
          election and without penalty. Under no circumstances shall any individual, including but not limited to any officer, director, employee or shareholder of Maker, be obligated personally for any obligations or liabilities of Maker hereunder.

      

    

    

       

    
      
        2.           Interest. No interest shall accrue on the unpaid principal balance of this Note.

      

    

    

       

    
      
        3.         Drawdown Requests. Maker and Payee agree that Maker may request, from time to time, up to Three Hundred Thousand U.S. Dollars (U.S. $300,000) in drawdowns under this Note to be used
            for costs and expenses related to Maker’s formation and proposed IPO. The principal of this Note may be drawn down from time to time prior to the Maturity Date upon written request from Maker to Payee (each, a “Drawdown
              Request”). Each Drawdown Request must state the amount to be drawn down, and must not be an amount less than unless agreed upon by Maker and Payee. Payee shall fund each Drawdown Request no later than one business day after receipt of
            a Drawdown Request; provided, however, that the maximum amount of drawdowns outstanding under this Note at any time may not exceed Three Hundred Thousand U.S. Dollars (U.S. $300,000). No fees, payments or other amounts shall be due to Payee in
            connection with, or as a result of, any Drawdown Request by Maker. In addition to any drawdown of the principal of this Note on and after the date of this Note, this Note evidences the loans (all of which accrue no interest) made by the Payee
            to the Maker prior to the date hereof and all such loans shall be deemed to be drawdowns of the principal of this Note. The Maker and the Payee acknowledge that every payment made by the Payee, on behalf of the Maker, directly to a person other
            than the Maker, including any such payment made before the date hereof, shall be deemed to be a drawdown of the principal of this Note.

      

    

    

       

    
      
        4.          Application of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under this Note, including (without limitation)
            reasonable attorney’s fees, then to the payment in full of any late charges and finally to the reduction of the unpaid principal balance of this Note.

      

    

    

       

    
      
        5.           Events of Default. The following shall constitute an event of default (“Event of Default”):

         

        

      

    

    
      
        (a)           Failure to Make Required Payments. Failure by Maker to pay the principal amount due pursuant to this Note
            on the Maturity Date.

      

    

    

       

    
      
        (b)          Voluntary Bankruptcy, Etc. The commencement by Maker of a voluntary case under any applicable bankruptcy,
            insolvency, reorganization, rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of Maker or for
            any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become
            due, or the taking of corporate action by Maker in furtherance of any of the foregoing.

      

    

    

       

    
      
        


    

    
    
      
        (c)          Involuntary
              Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker in an involuntary case under any applicable bankruptcy,
            insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering the winding-up or liquidation of its
            affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days.

      

    

    

       

    
      
        6.             Remedies.

         

          

      

    

    
      
        (a)          Upon the occurrence of an Event of Default
            specified in Section 5(a) hereof, Payee may, by written notice to Maker, declare this Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable thereunder, shall become immediately
            due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.

      

    

    

       

    
      
        (b)         Upon the occurrence of an Event of Default
            specified in Sections 5(b) or 5(c) hereof, the unpaid principal balance of this Note, and all other sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action on the part
            of Payee.

      

    

    

       

    
      
        7.          Waivers. Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to
            the Note, all errors, defects and imperfections in any proceedings instituted by Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property, real or personal,
            or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees that
            any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by Payee.

      

    

    

       

    
      
        8.           Unconditional Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and
            agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by
            Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or
            sureties may become parties hereto without notice to Maker or affecting Maker’s liability hereunder.

      

    

    

       

    
      
        9.          Notices. All notices, statements or other documents which are required or contemplated by this Note shall be made 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 or (iii) by electronic mail (including .pdf), to the electronic mail address most recently provided to such party or such other electronic mail 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 business day after delivery to an overnight courier service or five (5) days after mailing if sent by mail.

      

    

    

       

    
      
        10.         Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

      

    

    

       

    
      
        11.        Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such
            prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

      

    

    

       

    
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        12.       Trust Waiver. Notwithstanding anything herein to the contrary, Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”)
            in or to any distribution of or from the trust account to be established in which the proceeds of the IPO (including the deferred underwriting discounts and commissions) and the proceeds of the sale of the warrants to be issued in a private
            placement to occur in connection with the consummation of the IPO are to be deposited, as described in greater detail in the registration statement and prospectus to be filed with the Securities and Exchange Commission in connection with the
            IPO, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the trust account for any reason whatsoever.

      

    

    

       

    
      
        13.         Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of Maker and Payee.

      

    

    

       

    
      
        14.         Assignment. No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written
            consent of the other party hereto and any attempted assignment without the required consent shall be void.

      

    

    

       

    (Signature page follows)

    
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      IN WITNESS WHEREOF, Maker, intending to be legally bound
          hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written.

      

         

      
        	 	
                BLUE OCEAN ACQUISITION CORP

              	 
	 	
                a Cayman Islands exempted company

              	 
	 	 	 	 
	 	
                By:

              	
                /s/ Marcus Brauchli

              	 
	 	 	
                Name: Marcus Brauchli

              	 
	 	 	
                Title: Authorized Signatory

              	 


      

      

         

      Agreed and Acknowledged:

       

      

      BLUE OCEAN SPONSOR LLC a Cayman

      Islands limited liability company

      

         

      
        	 By: 	/s/ Marcus Brauchli

                   	 	
                 

              
	
                 

              	Name: Marcus Brauchli 	 	
                 

              
	 	Title: Authorized Signatory	 	 


      

    

    

       

    
       

      

      Signature Page to Promissory Note