Exhibit 10.1

      

       

      

      THIS AMENDED AND RESTATED PROMISSORY NOTE (“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.

      

      

      AMENDED AND RESTATED PROMISSORY NOTE

      

      

      	
              Principal Amount: Up to $300,000

            	
              Dated as of July 30, 2021

            


      New York, New York

      

      

      Reference is made to that certain Promissory Note (the “Original Note”), dated as of February 12, 2021 (the “Effective Date”) by and between bleuacacia ltd, a
        Cayman Islands exempted company and blank check company (the “Maker”) and bleuacacia sponsor LLC, a Cayman Islands limited liability company (the “Payee”).
        This Note amends and restates the Original Note in its entirety and shall be deemed effective as of the Effective Date.

      

      

      The Maker promises to pay to the order of the Payee or its registered assigns or successors in interest, or order, the
        principal sum of up to Three Hundred Thousand Dollars ($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 the Maker to such account as the 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 payable by the Maker on the earlier of: (i) December 31, 2021 or (ii) the
          date on which Maker consummates an initial public offering of its securities. The principal balance may be prepaid at any time. Under no circumstances shall any individual, including but not limited to any officer, director, employee or
          shareholder of the Maker, be obligated personally for any obligations or liabilities of the 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 up to Three Hundred Thousand Dollars ($300,000) for costs reasonably
          related to Maker’s initial public offering of its securities. The principal of this Note may be drawn down from time to time prior to the earlier of: (i) December 31, 2021 or (ii) the date on which Maker consummates an initial public offering of
          its securities, upon written request from Maker to Payee (each, a “Drawdown Request”). Each Drawdown Request must state the amount to be drawn
          down, must not be an amount less than Ten Thousand Dollars ($10,000) unless agreed upon by Maker and Payee and shall be reflected on Schedule A. Payee shall fund each Drawdown Request no later than five (5) business days after receipt of a
          Drawdown Request; provided, however, that the maximum amount of drawdowns collectively under this Note is Three Hundred Thousand Dollars ($300,000). Once an amount is drawn down under this Note, it shall not be available for future Drawdown
          Requests even if prepaid. No fees, payments or other amounts shall be due to Payee in connection with, or as a result of, any Drawdown Request by Maker.

      

      

      Notwithstanding the foregoing, 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 attorneys’ fees, and then to the reduction of the unpaid principal balance 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 within five (5) business days of the date specified above.

            


      

      

      	

            	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 hereunder, 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) and 5(c), 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 or 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, 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 (1) 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 NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW
          PROVISIONS THEREOF.

      

      

      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.

      

      

      12.          Trust Waiver. Notwithstanding anything herein to the contrary, the 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 initial public
          offering (the “IPO”) to be conducted by the Maker (including the deferred underwriters discounts and commissions) and the proceeds of the sale
          of the warrants to be issued in a private placement to occur prior to the closing 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 the
          Maker and the 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.

      

      

      

      

      
        
          


      

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

      

      

      	
              bleuacacia ltd

            	 
	 	 
	 	 
	
              By:

            	
              /s/ Thomas Charles Northover

            	 
	 	
              Name:

            	
              Thomas Charles Northover

            	 
	 	
              Title:

            	
              Executive Director

            	 


      

      

      Acknowledged and agreed:

      

      

      	
              bleuacacia sponsor LLC

            	 
	 	 
	 	 
	
              By:

            	
              /s/ Jide Zeitlin

            	 
	 	
              Name:

            	
              Jide Zeitlin

            	 
	 	
              Title:

            	
              Manager

            	 


      

      

      

      

      
        
          


      

      SCHEDULE A

      

      

      	
              Date of Drawdown

            	
              Amount

            	
              Use of Funds