Exhibit 10.4

     

    SPONSOR WARRANTS PURCHASE AGREEMENT

     

    THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of November 17, 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 6,800,000 warrants (or up to 7,520,000 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, 6,800,000 Sponsor Warrants at a price of $1.00 per warrant for an aggregate purchase price of $6,800,000 (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 7,520,000 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 $7,520,000 (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:

          	
             /s/ Thomas Northover

          	 


    	 	 	
            Name:

          	
            Thomas Northover

          
	 	 	
            Title:

          	
            Executive Director

          


    

    

    	 	
            PURCHASER:

          
	 	
            BLEUACACIA SPONSOR LLC

          
	 	 
	 	
            By:

          	
             /s/ Jide Zeitlin

          	 


    	 	 	
            Name:

          	
            Jide Zeitlin

          
	 	 	
            Title:

          	
            Manager

          


    

    

    [Signature page to Sponsor Warrants Purchase Agreement]