Exhibit 10.6

   

  SPONSOR WARRANTS PURCHASE AGREEMENT

   

  THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of [•], 2021 (as it may from time to time be amended, this “Agreement”),


    is entered into by and between bleuacacia ltd, a Cayman Islands exempted company (the “Company”), and [bleuacacia sponsor LLC, a Cayman Islands limited liability company] (the “Purchaser”).

   

  WHEREAS:

   

  The Company intends to consummate an initial public offering of the Company’s units (the “Public Offering”), each unit
    consisting of one Class A ordinary share of the Company, par value $0.0001 per share (each, an “Ordinary Share”), one right and one-half of one redeemable warrant;

   

  Each whole warrant entitles the holder to purchase one Ordinary Share at an exercise price of $11.50 per Ordinary Share; and

   

  The Purchaser has agreed to purchase an aggregate of [•] warrants (or up to [•] warrants depending on the extent to which the
    underwriters in the Company’s initial Public Offering exercise their over-allotment option) (the “Sponsor Warrants”), each Sponsor Warrant entitling the holder to purchase one Ordinary Share at an exercise price of $11.50 per Ordinary Share.

   

  NOW THEREFORE, in consideration of the mutual promises contained in this Agreement and other good and valuable consideration,
    the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby, intending legally to be bound, agree as follows:

   

  AGREEMENT

   

  Section 1. Authorization, Purchase and Sale; Terms of the Sponsor Warrants.

   

  A. Authorization of the Sponsor Warrants. The Company has duly authorized the issuance and sale of the Sponsor Warrants to the
    Purchaser.

   

  B. Purchase and Sale of the Sponsor Warrants.

   

  (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the
    Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, [•] Sponsor Warrants at a price of $1.00 per warrant for an aggregate purchase price of
    $[•] (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company at least one business day prior to the Initial Closing Date in accordance with the Company’s wiring instructions. On the Initial
    Closing Date, following the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased by the
    Purchaser on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

   

  (ii) On the date of any closing of the over-allotment option in connection with the Public Offering or on such earlier time
    and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing
    Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to an aggregate of [•] Sponsor Warrants, in the same proportion as the amount of the over-allotment option that is then so exercised, at a
    price of $1.00 per warrant for an aggregate purchase price of up to $[•] (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of
    immediately available funds to the Company at least one business day prior to such Over-allotment Closing Date in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, following the payment by the Purchaser of the
    Over-allotment Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased by the Purchaser on such date duly registered in the
    Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

   

  
     

    
      
 

  

   

  C. Terms of the Sponsor Warrants.

   

  (i) Each Sponsor Warrant shall have the terms set forth in a Private Warrant Agreement to be entered into by the Company and a
    warrant agent, in connection with the Public Offering (the “Private Warrant Agreement”).

   

  (ii) At the time of, or prior to, the closing of the Public Offering, the Company and the Purchaser shall enter into a
    registration rights agreement (the “Registration Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Sponsor Warrants and the Ordinary Shares underlying the Sponsor Warrants.

   

  Section 2. Representations and Warranties of the Company. As a material inducement to the Purchaser to enter into this Agreement and
    purchase the Sponsor Warrants, the Company hereby represents and warrants to the Purchaser (which representations and warranties shall survive the Closing Date) that:

   

  A. Organization and Corporate Power. The Company is an exempted company duly incorporated, validly existing and in good
    standing under the laws of the Cayman Islands 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 and the Private Warrant Agreement.

   

  B. Authorization; No Breach.

   

  (i) The execution, delivery and performance of this Agreement and the Sponsor Warrants have been duly authorized by the
    Company as of the Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms. Upon issuance in accordance with, and payment pursuant to, the terms of the Private Warrant Agreement
    and this Agreement, the Sponsor Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing Date.

   

  (ii) The execution and delivery by the Company of this Agreement and the Sponsor Warrants, the issuance and sale of the
    Sponsor Warrants, the issuance of the Ordinary Shares upon exercise of the Sponsor Warrants and the fulfillment, of and compliance with, the respective terms hereof and thereof by the Company, do not and will not as of the Closing Date (a) conflict
    with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s share capital or assets under, (d) result in a
    violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to, the amended and restated memorandum and
    articles of association of the Company (in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering), or any material law, statute, rule or regulation to which the Company is subject, or any agreement,
    order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.

   

  C. Title to Securities. Upon issuance in accordance with, and payment pursuant to, and registration in the register of members
    of the Company, the terms hereof and the Private Warrant Agreement, the Ordinary Shares issuable upon exercise of the Sponsor Warrants will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant
    to, the terms hereof and the Private Warrant Agreement, the Purchaser will have good title to the Sponsor Warrants and the Ordinary Shares issuable upon exercise of such Sponsor Warrants, free and clear of all liens, claims and encumbrances of any
    kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the
    Purchaser.

   

  
     

    
      
 

  

   

  D. Governmental Consents. No permit, consent, approval or authorization of, or declaration to or filing with, any governmental
    authority is required in connection with the execution, delivery and performance by the Company of this Agreement or the consummation by the Company of any other transactions contemplated hereby.

   

  Section 3. Representations and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue
    and sell the Sponsor Warrants to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive the Closing Date) that:

   

  A. Organization and Requisite Authority. The Purchaser possesses all requisite power and authority necessary to carry out the
    transactions contemplated by this Agreement.

   

  B. Authorization; No Breach.

   

  (i) This Agreement constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms,
    subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or
    law).

   

  (ii) The execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof
    by the Purchaser does not and shall not as of the Closing Date conflict with or result in a breach by the Purchaser of the terms, conditions or provisions of any agreement, instrument, order, judgment or decree to which the Purchaser is subject.

   

  C. Investment Representations.

   

  (i) The Purchaser is acquiring the Sponsor Warrants and, upon exercise of the Sponsor Warrants, the Ordinary Shares issuable
    upon such exercise (collectively, the “Securities”), for the Purchaser’s own account, for investment purposes only and not with a view towards, or for resale in connection with, any public sale or distribution thereof.

   

  (ii) The Purchaser is an “accredited investor” as such term is defined in Rule 501(a)(3) of Regulation D under the Securities
    Act of 1933, as amended (the “Securities Act”), and the Purchaser has not experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act.

   

  (iii) The Purchaser understands that the Securities are being offered and will be sold to it in reliance on specific
    exemptions from the registration requirements of the United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations and warranties of the
    Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire such Securities.

   

  (iv) The Purchaser decided to enter into this Agreement not as a result of any general solicitation or general advertising
    within the meaning of Rule 502(c) of Regulation D under the Securities Act.

   

  (v) The Purchaser has been furnished with all materials relating to the business, finances and operations of the Company and
    materials relating to the offer and sale of the Securities which have been requested by the Purchaser. The Purchaser has been afforded the opportunity to ask questions of the executive officers and directors of the Company. The Purchaser understands
    that its investment in the Securities involves a high degree of risk and it has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to the acquisition of the Securities.

   

  
     

    
      
 

  

   

  (vi) The Purchaser understands that no United States federal or state agency or any other government or governmental agency
    has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities by the Purchaser nor have such authorities passed upon or endorsed the merits of the offering of the
    Securities.

   

  (vii) The Purchaser understands that: (a) the Securities have not been and are not being registered under the Securities Act
    or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (1) in a registered transaction or (2) sold in reliance on an exemption therefrom; (b) except as specifically set forth in the Registration Rights
    Agreement, neither the Company nor any other person is under any obligation to register the Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder; and (c) Rule 144
    adopted pursuant to the Securities Act will not be available for resale transactions of Securities prior to a Business Combination and may not be available for resale transactions of Securities after a Business Combination.

   

  (viii) The Purchaser has such knowledge and experience in financial and business matters, knows of the high degree of risk
    associated with investments in the securities of companies in the development stage such as the Company, is capable of evaluating the merits and risks of an investment in the Securities and is able to bear the economic risk of an investment in the
    Securities in the amount contemplated hereunder for an indefinite period of time. The Purchaser has adequate means of providing for its current financial needs and contingencies and will have no current or anticipated future needs for liquidity which
    would be jeopardized by the investment in the Securities. The Purchaser can afford a complete loss of its investments in the Securities.

   

  (ix) The Purchaser understands that the Sponsor Warrants shall bear the legend substantially in the form set forth in the
    Private Warrant Agreement.

   

  Section 4. Conditions of the Purchaser’s Obligations. The obligations of the Purchaser to purchase and pay for the Sponsor Warrants are
    subject to the fulfillment, on or before the Closing Date, of each of the following conditions:

   

  A. Representations and Warranties. The representations and warranties of the Company contained in Section 2 shall be true and
    correct at and as of the Closing Date as though then made.

   

  B. Performance. The Company shall have performed and complied with all agreements, obligations and conditions contained in
    this Agreement that are required to be performed or complied with by it on or before the Closing Date.

   

  C. No Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been
    enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby, which prohibits the consummation of any of the
    transactions contemplated by this Agreement or the Private Warrant Agreement.

   

  D. Private Warrant Agreement. The Company shall have entered into a Private Warrant Agreement with a warrant agent on terms
    satisfactory to the Purchaser.

   

  Section 5. Conditions of the Company’s Obligations. The obligations of the Company to the Purchaser under this Agreement are subject to the
    fulfillment, on or before the Closing Date, of each of the following conditions:

   

  A. Representations and Warranties. The representations and warranties of the Purchaser contained in Section 3 shall be true
    and correct at and as of the Closing Date as though then made.

   

  B. Performance. The Purchaser shall have performed and complied with all agreements, obligations and conditions contained in
    this Agreement that are required to be performed or complied with by the Purchaser on or before the Closing Date.

   

  
     

    
      
 

  

   

  C. No Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been
    enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby, which prohibits the consummation of any of the
    transactions contemplated by this Agreement or the Private Warrant Agreement.

   

  D. Private Warrant Agreement. The Company shall have entered into a Private Warrant Agreement with a warrant
    agent on terms satisfactory to the Company.

   

  Section 6. Termination. This Agreement may be terminated at any time after December 31, 2021 upon the election by either the Company or the
    Purchaser upon written notice to the other party if the closing of the Public Offering does not occur prior to such date.

   

  Section 7. Survival of Representations and Warranties. All of the representations and warranties contained herein shall survive the Closing
    Date.

   

  Section 8. Definitions. Terms used but not otherwise defined in this Agreement shall have the meaning assigned to such terms in the
    registration statement on Form S-1 the Company has filed with the Securities and Exchange Commission (the “SEC”), under the Securities Act.

   

  Section 9. Miscellaneous.

   

  A. Successors and Assigns. Except as otherwise expressly provided herein, all covenants and agreements contained in this
    Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors of the parties hereto whether so expressed or not. Notwithstanding the foregoing or anything to the contrary herein, the parties may
    not assign this Agreement, other than assignments by the Purchaser to affiliates thereof.

   

  B. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective
    and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the
    remainder of this Agreement.

   

  C. Counterparts. This Agreement may be executed simultaneously in two or more counterparts, none of which need contain the
    signatures of more than one party, but all such counterparts taken together shall constitute one and the same agreement.

   

  D. Descriptive Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only and do
    not constitute a substantive part of this Agreement. The use of the word “including” in this Agreement shall be by way of example rather than by limitation.

   

  E. Governing Law. This Agreement shall be deemed to be a contract made under the laws of the State of New York and for all
    purposes shall be construed in accordance with the internal laws of the State of New York.

   

  F. Amendments. This Agreement may not be amended, modified or waived as to any particular
    provision, except by a written instrument executed by all parties hereto.

   

  [Signature page follows]

   

  
     

    
      
 

  

   

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

   

  	
           

        	
          COMPANY:

        
	
           

        	
          BLEUACACIA LTD

        
	
           

        	
          By:

        	
           

        
	
           

        	
           

        	
          Name:

        
	
           

        	
           

        	
          Title:

        
	
           

        	
          PURCHASER:

        
	
           

        	
          BLEUACACIA SPONSOR LLC

        
	
           

        	
          By:

        	
           

        
	
           

        	
           

        	
          Name:

        
	
           

        	
           

        	
          Title:

        


   

  [Signature page to Sponsor Warrants Purchase Agreement]