Exhibit 10.2

  bleuacacia ltd

  500 Fifth Avenue

  New York, New York 10110

    

  

  	
          Re:

        	
          Initial Public Offering

        


   

  Ladies and Gentlemen:

   

  This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting

          Agreement”) entered into or proposed to be entered into by and between bleuacacia ltd, a Cayman Islands exempted company (the “Company”), and Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc.,
    as the representatives of the several underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 34,500,000 of the Company’s units
    (including up to 4,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (each, an “Ordinary Share”),

    and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in
    the Public Offering pursuant to a registration statement on Form S-1 and a prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the “Commission”). Certain capitalized
    terms used herein are defined in paragraph 11 hereof.

    

  

  In order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the Public Offering and for other
    good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, bleuacacia sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), and the other undersigned persons (each, an “Insider”
    and collectively, the “Insiders”), hereby agrees with the Company as follows:

   

  1. The Sponsor and each Insider agrees with the Company that if the Company seeks shareholder approval of a proposed Business Combination, then in
    connection with such proposed Business Combination, it, he or she shall (i) vote any Shares owned by it, him or her in favor of any proposed Business Combination (including any proposals recommended by the Company’s Board of Directors in connection
    with such Business Combination) and (ii) not redeem any Shares owned by it, him or her in connection with such shareholder approval or sell or tender any Shares if the Company seeks to consummate a Business Combination by engaging in a tender offer.

   

  2. The Sponsor and each Insider hereby agrees with the Company that in the event that the Company fails to consummate a Business Combination
    within 24 months from the closing of the Public Offering, or such later period approved by the Company’s shareholders in accordance with the Company’s amended and restated memorandum and articles of association, as they may be amended from time to
    time, the Sponsor and each Insider shall take all reasonable steps to cause the Company to (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter,
    redeem 100% of the Ordinary Shares sold as part of the Units in the Public Offering (the “Offering Shares”), at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including
    interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding Offering Shares, which redemption will completely extinguish all Public
    Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and
    the Company’s Board of Directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. The Sponsor and each Insider agrees to
    not propose any amendment to the Company’s amended and restated memorandum and articles of association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination
    or to redeem 100% of the Offering Shares if the Company does not complete its initial Business Combination within 24 months from the closing of the Public Offering, or (ii) with respect to any other provision relating to shareholders’ rights or
    pre-initial Business Combination activity, unless the Company provides its Public Shareholders with the opportunity to redeem their Offering Shares upon approval of any such amendment at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding Offering Shares.

  
  
    

  

  
     

  

  
   

  The Sponsor and each Insider acknowledges that it, he or she has no right, title, interest or claim of any kind in or to any monies held in the
    Trust Account or any other asset of the Company as a result of any liquidation of the Company with respect to the Founder Shares held by it, him or her. The Sponsor and each Insider hereby further waives, with respect to any Shares held by it, him or
    her, if any, any redemption rights it, he or she may have in connection with (x) the consummation of a Business Combination, including, without limitation, any such rights available in the context of a shareholder vote to approve such Business
    Combination or in the context of a tender offer made by the Company to purchase Ordinary Shares and (y) a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (i) to modify the substance or timing of the
    Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Offering Shares if the Company does not complete its initial Business Combination within 24 months from the closing of the
    Public Offering, or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity (although the Sponsor and the Insiders shall be entitled to redemption and liquidation rights with respect to any
    Offering Shares it or they hold if the Company fails to consummate a Business Combination within the time period set forth in the Company’s amended and restated memorandum and articles of association).

    

  

  3. Notwithstanding the provisions set forth in paragraphs 7(a) and (b) below, during the period commencing on the effective date of the
    Underwriting Agreement and ending 180 days after such date, the Sponsor and each Insider shall not, without the prior written consent of Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc., offer, sell, contract to sell, pledge or
    otherwise dispose of (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise)), directly or
    indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 (“Section 16”) of the Securities Exchange Act of 1934, as amended, and the rules
    and regulations of the Commission promulgated thereunder, with respect to, any Units, Shares, Warrants, Private Placement Warrants or any securities convertible into, or exercisable, or exchangeable for, Ordinary Shares, or publicly announce an
    intention to effect any such transaction; provided, however, that the foregoing does not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to any current or future independent
    director of the company (as long as such current or future independent director transferee is subject to this Letter Agreement or executes an agreement substantially identical to the terms of this Letter Agreement, as applicable to directors and
    officers at the time of such transfer; and as long as, to the extent any Section 16 reporting obligation is triggered as a result of such transfer, any related Section 16 filing includes a practical explanation as to the nature of the transfer). The
    provisions of this paragraph will not apply if the release or waiver is effected solely to permit a transfer not for consideration and the transferee has agreed in writing to be bound by the same terms described in this Letter Agreement to the extent
    and for the duration that such terms remain in effect at the time of the transfer.

   

  4. In the event of the liquidation of the Trust Account, the Sponsor (which for purposes of clarification shall not extend to any other
    shareholders, members or managers of the Sponsor) agrees to indemnify and hold harmless the Company against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all legal or other expenses reasonably
    incurred in investigating, preparing or defending against any litigation, whether pending or threatened, or any claim whatsoever) to which the Company may become subject as a result of any claim by (i) any third party for services rendered (other than
    the Company’s independent registered public accountants) or products sold to the Company or (ii) a prospective target business with which the Company has discussed entering into a transaction agreement (a “Target”); provided,
    however, that such indemnification of the Company by the Sponsor shall apply only to the extent necessary to ensure that such claims by a third party for services rendered (other than the Company’s independent registered public accountants) or
    products sold to the Company or a Target do not reduce the amount of funds in the Trust Account to below (i) $10.00 per Offering Share or (ii) such lesser amount per Offering Share held in the Trust Account as of the date of the liquidation of the
    Trust Account due to reductions in the value of the trust assets, in each case, net of the amount of interest earned on the property in the Trust Account which may be withdrawn to pay taxes, except as to any claims by a third party who executed a
    waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended. In the event
    that any such executed waiver is deemed to be unenforceable against such third party, the Sponsor shall not be responsible to the extent of any liability for such third party claims. The Sponsor shall have the right to
      defend against any such claim with counsel of its choice reasonably satisfactory to the Company if, within 15 days following written receipt of notice of the claim to the Sponsor, the Sponsor notifies the Company in writing that it shall undertake
      such defense.

  
  
    

  

  
     

  

  
   

  5. To the extent that the Underwriters do not exercise their over-allotment option to purchase up to an additional 4,500,000 Units within 45 days
    from the date of the Prospectus (and as further described in the Prospectus), the Initial Shareholders agree to forfeit, at no cost, a number of Founder Shares in the aggregate equal to 1,125,000 multiplied by a fraction, (i) the numerator of which is
    4,500,000 minus the number of Units purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 4,500,000. All references (not including Ordinary Shares underlying the Private Placement Warrants)
    in this Letter Agreement to Founder Shares of the Company being forfeited shall take effect as surrenders for no consideration of such Founder Shares as a matter of Cayman Islands law. The forfeiture will be adjusted to the extent that the
    over-allotment option is not exercised in full by the Underwriters so that the number of Founder Shares will equal an aggregate of 20.0% of the Company’s issued and outstanding Shares after the Public Offering (not including Ordinary Shares underlying
    the Private Placement Warrants). The Initial Shareholders further agree that to the extent that the size of the Public Offering is increased or decreased, the Company will effect a capitalization or share repurchase or redemption, as applicable,
    immediately prior to the consummation of the Public Offering in such amount as to maintain the number of Founder Shares at 20.0% of the Company’s issued and outstanding Shares upon the consummation of the Public Offering. In connection with such
    increase or decrease in the size of the Public Offering, then (A) the references to 4,500,000 in the numerator and denominator of the formula in the first sentence of this paragraph shall be changed to a number equal to 15% of the number of Ordinary
    Shares included in the Units issued in the Public Offering and (B) the reference to 1,125,000 in the formula set forth in the immediately preceding sentence shall be adjusted to such number of Founder Shares that the Initial Shareholders would have to
    return to the Company in order for the number of Founder Shares to equal an aggregate of 20.0% of the Company’s issued and outstanding Shares after the Public Offering (not including the Ordinary Shares underlying the Warrants or Private Placement
    Warrants).

   

  6. The Sponsor and each Insider hereby agrees and acknowledges that: (i) the Underwriters and the Company would be irreparably injured in the
    event of a breach by such Sponsor or Insider of its, his or her obligations under paragraphs 1, 2, 3, 4, 5, 7(a), 7(b), and 9 of this Letter Agreement, (ii) monetary damages may not be an adequate remedy for such breach and (iii) the non-breaching
    party shall be entitled to seek injunctive relief, in addition to any other remedy that such party may have in law or in equity, in the event of such breach.

   

  7. (a) The Sponsor and each Insider agrees that it, he or she shall not Transfer (as defined below) any Founder Shares (or Ordinary Shares
    issuable upon conversion thereof) until the earlier of (A) one year after the completion of the Company’s initial Business Combination and (B) subsequent to the Business Combination, (x) if the last reported sale price of the Ordinary Shares equals or
    exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, consolidations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days
    after the Company’s initial Business Combination or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Company’s Public Shareholders having the right
    to exchange their Ordinary Shares for cash, securities or other property (the “Founder Shares Lock-up Period”).

   

  (b) The Sponsor and each Insider agrees that it, he or she shall not Transfer any Private Placement Warrants (or Ordinary Shares issued or
    issuable upon the exercise or conversion of the Private Placement Warrants), until 30 days after the completion of a Business Combination (the “Private Placement Warrants Lock-up Period”, together with the Founder Shares Lock-up
    Period, the “Lock-up Periods”).

  
  
    

  

  
     

  

  
   

  (c) Notwithstanding the provisions set forth in paragraphs 7(a) and (b), transfers of the Founder Shares, Private Placement Warrants and Ordinary
    Shares issued or issuable upon the exercise or conversion of the Private Placement Warrants or the Founder Shares, are permitted (a) to the Company’s directors or officers, any affiliates or family members of the Company’s directors or officers, the
    Sponsor, any members of the Sponsor or any affiliates of the Sponsor; (b) in the case of an individual, by gift to a member of the individual’s immediate family, or to a trust, the beneficiary of which is a member of the individual’s immediate family
    or an affiliate of such person, or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to
      a qualified domestic relations order; (e) by private sales or transfers made in connection with the consummation of the Company’s Business Combination at prices no greater than the price at which the securities were originally purchased; (f) in the
      event of the Company’s liquidation prior to the Company’s completion of an initial Business Combination; (g) in the case of an entity, by virtue of the laws of its jurisdiction or its organizational documents or operating agreement; and (h) in the
      event of the Company’s completion of a liquidation, merger, share exchange, reorganization or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or
      other property subsequent to the completion of the Company’s initial Business Combination; provided, however,
      that, in the case of clauses (a) through (e), these permitted transferees must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

   

  8. The Sponsor and each Insider represents and warrants that it, he or she has never been suspended or expelled from membership in any securities
    or commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked. Each Insider’s biographical information furnished to the Company, if any (including any such information included in the
    Prospectus), is true and accurate in all respects and does not omit any material information with respect to such Insider’s background. The Sponsor and each Insider’s questionnaire(s) furnished to the Company, if any, is true and accurate in all
    respects. The Sponsor and each Insider represents and warrants that: it, he or she is not subject to or a respondent in any legal action for, any injunction, cease-and-desist order or order or stipulation to desist or refrain from any act or practice
    relating to the offering of securities in any jurisdiction; it, he or she has never been convicted of, or pleaded guilty to, any crime (i) involving fraud, (ii) relating to any financial transaction or handling of funds of another person, or (iii)
    pertaining to any dealings in any securities; and it, he or she is not currently a defendant in any such criminal proceeding.

   

  9. Except as disclosed in, or as expressly contemplated by, the Prospectus, neither the Sponsor nor any Insider nor any affiliate of the Sponsor
    or any Insider, nor any director or officer of the Company, shall receive from the Company any finder’s fee, reimbursement, consulting fee, monies in respect of any repayment of a loan or other compensation prior to, or in connection with any services
    rendered in order to effectuate the consummation of the Company’s initial Business Combination (regardless of the type of transaction that it is).

   

  10. The Sponsor and each Insider has full right and power, without violating any agreement to which it is bound (including, without limitation,
    any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Letter Agreement and, as applicable, to serve as an officer and/or a director on the board of directors of the Company and hereby consents to
    being named in the Prospectus as an officer and/or a director of the Company.

   

  11. As used herein, (i) “Business Combination” shall mean a merger, share exchange, asset acquisition, share purchase,
    reorganization or similar business combination, involving the Company and one or more businesses; (ii) “Shares” shall mean, collectively, the Ordinary Shares and the Founder Shares; (iii) “Founder Shares” shall
    mean the 8,625,000 Class B Ordinary Shares, par value $0.0001 per share, issued and outstanding immediately prior to the consummation of the Public Offering; (iv) “Initial Shareholders” shall mean the Sponsor and any other person
    that holds Founder Shares; (v) “Private Placement Warrants” shall mean the warrants to purchase an aggregate of 8,333,333 Ordinary Shares of the Company (or up to 5,933,333 Ordinary Shares of the Company depending on the extent to
    which the Underwriters’ over-allotment option is exercised pursuant to the Underwriting Agreement) that the Sponsor has agreed to purchase for an aggregate purchase price of $8,000,000 (or up to $8,900,000 depending on the extent to which the
    Underwriters’ over-allotment option is exercised pursuant to the Underwriting Agreement), or $1.50 per Warrant, in a private placement that shall occur simultaneously with the consummation of the Public Offering; (vi) “Public Shareholders”
    shall mean the holders of securities issued in the Public Offering; (vii) “Trust Account” shall mean the trust fund into which a portion of the net proceeds of the Public Offering and the sale of the Private Placement Warrants
    shall be deposited; and (viii) “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly
    or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and
    regulations of the Commission thereunder, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by
    delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b).

  
   

   

  
  12. This Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and
    supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. This Letter Agreement may
    not be changed, amended, modified or waived (other than to correct a typographical error) as to any particular provision, except by a written instrument executed by (1) each Insider that is the subject of any such change, amendment, modification or
    waiver and (2) the Sponsor.

   

  13. No party hereto may assign either this Letter Agreement or any of its rights, interests, or obligations hereunder without the prior written
    consent of the other parties. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee. This Letter Agreement shall be binding on
    the Sponsor and each Insider and their respective successors, heirs and assigns and permitted transferees.

   

  14. This Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York. The parties hereto
    (i) all agree that any action, proceeding, claim or dispute arising out of, or relating in any way to, this Letter 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.

   

  15. Any notice, consent or request to be given in connection with any of the terms or provisions of this Letter Agreement shall be in writing and
    shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or facsimile or other electronic transmission.

    

  

  16. Each party hereto shall not be liable for any breaches or misrepresentations contained in this Letter Agreement by any other party to this
    Letter Agreement (including, for the avoidance of doubt, any Insider with respect to any other Insider), and no party shall be liable or responsible for the obligations of another party, including, without limitation, indemnification obligations and
    notice obligations.

   

  17. This Letter Agreement shall terminate on the earlier of (i) the expiration of the Lock-up Periods and (ii) the liquidation of the Company; provided,
    however, that this Letter Agreement shall earlier terminate in the event that the Public Offering is not consummated and closed by December 31, 2021; provided further that paragraph 4 of this Letter Agreement shall survive such
    liquidation.

   

  18. This Letter Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes
    be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

   

  19. This Letter Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the
    validity or enforceability of this Letter Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Letter
    Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.

   

  [Signature page follows]

  
   

   

  
  	
           

        	
          Sincerely,

        
	
           

        	
          BLEUACACIA SPONSOR LLC

        
	
           

        	
          By:

        	
           

        
	
           

        	
           

        	
          Name: Jide Zeitlin

        
	
           

        	
           

        	
          Title: Co-Chief Executive Officer

        


   

  	 	 
	 	Name: Jide Zeitlin
	 	Title: Co-Chairman and Co-Chief Executive Officer

          


   

  	
           

        	
           

        
	
           

        	
          Name: Lew Frankfort

        
	
           

        	
          Title: Co-Chairman and Co-Chief Executive Officer

        


   

  	
           

        	
           

        
	
           

        	
          Name: Charles McGuigan

        
	
           

        	
          Title: Chief Operating Officer, President and Director

          

        


   

  	
           

        	
           

        
	
           

        	
          Name: Thomas Northover

        
	
           

        	
          Title: Executive Director

          

        


   

  	
           

        	
           

        
	
           

        	
          Name: Natara Holloway

        
	
           

        	
          Title: Director

        


   

  	
           

        	
           

        
	
           

        	
          Name: Ibukun Awosika

        
	
           

        	
          Title: Director

        


   

  
   

   

  
  Acknowledged and Agreed:

  	
          BLEUACACIA LTD

        	
           

        
	
          By:

        	
           

        	
           

        
	
           

        	
          Name: Jide Zeitlin

        	
           

        
	
           

        	
          Title:   Co-Chief Executive Officer

        	
           

        


   

  	
          By:

        	
           

        	
           

        
	
           

        	
          Name: Lew Frankfort

        	
           

        
	
           

        	
          Title:   Co-Chief Executive Officer

        	
           

        


   

  [Signature Page to Letter Agreement]