Exhibit 10.1

   

  

  THIS 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.

   

  PROMISSORY NOTE

   

  	Principal Amount: Up to $300,000	Dated as of February 12, 2021
	 	New York, New York


   

  bleuacacia ltd, a Cayman Islands exempted
    company and blank check company (the “Maker”), promises to pay to the order of bleuacacia sponsor LLC or its
    registered assigns or successors in interest (the “Payee”), 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) July 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) July 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.

   

  7.           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.


   

  8.            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.

   

  9.            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.

   

  10.          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.

   

  11.          Construction. THIS NOTE SHALL BE CONSTRUED AND
    ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.

   

  12.          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.

   

  13.          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.

   

  14.          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.

   

  
     

    
      

    

  

   

  15.          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 Northover
	 	 	Name: Thomas Charles Northover
	 	 	Title: Director


   

  
     

    
      

    

  

   

  SCHEDULE A

   

  	Date of Drawdown	Amount	Use of Funds