Blue Whale I

About Blue Whale I

We are a blank check company newly incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, capital share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses or entities, which we refer to throughout this prospectus as our initial business combination (“the Initial Business Combination”). We have not selected any potential business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any potential business combination target.

Our sponsor is affiliated with Mubadala Capital. Mubadala Capital was established in 2011 as the asset management subsidiary of Mubadala Investment Company PJSC (“Mubadala”), a leading global sovereign investor headquartered in Abu Dhabi with more than $243 billion of assets under management. In addition to managing its own balance sheet investments, Mubadala Capital manages c. $9 billion in third-party capital vehicles on behalf of institutional investors in each of its business, including three private equity funds, two early stage venture funds, a public fund and a fund in Brazil focused on special situations. Mubadala Capital is a differentiated and value-added investor that leverages both the Mubadala network and the relationships embedded within the investment team to source proprietary investment opportunities on a global basis. Each business employs a fundamentals-driven investment strategy, prioritizing capital preservation and long-term value creation. Mubadala Capital is a differentiated and value-added investor that leverages both the Mubadala network and the relationships embedded within the investment team to source proprietary investment opportunities on a global basis. The firm has a cohesive and tenured investment team led by senior leadership who have worked together for more than twelve years.

Mubadala Capital has a long track record of successfully identifying category leaders suitable for investment, especially in media, entertainment, and premium content and services sectors. Representative transactions the firm has consummated in the recent past include EMI Music Publishing (acquired in 2012 and successfully exited in 2018, making Mubadala Capital one of the few institutional investors to successfully structure, purchase, and exit a major music asset in the last decade), Endeavor (acquired in 2014), Reigning Champs (acquired in 2014), Imagine Entertainment (acquired in 2016), YES Network (acquired in 2019), and Looping Group (acquired in 2019). In total, these transactions and others in the media, entertainment, and premium content and services sectors represent more than $1 billion of capital deployed. These investments and many more have helped Mubadala Capital build a unique network of relationships and access to management teams in the industry, which we believe will help facilitate a successful merger with a target.

We intend to pursue a merger with a high-quality company in our target sectors, especially one where our strategic expertise will add value to the target’s businesses post-merger. As a well-capitalized investor with demonstrated domain expertise and a historical preference for partnering with strong management teams to deliver growth and create value, we believe that our sponsor is distinguished from other potential investors and well positioned to succeed in consummating an initial business combination.

In addition, we believe our ability to complete our initial business combination will be enhanced by our having entered, prior to the closing of this offering, into the forward purchase agreement pursuant to which the forward purchase investor will agree that it will purchase, in its sole discretion, an aggregate of up to 5,000,000 of our units (for $10.00 per unit or up to $50,000,000 in the aggregate) in a private placement to occur substantially concurrently with the consummation of our initial business combination. The forward purchase investor will determine in its sole discretion the specific number of forward purchase units it will purchase, if any, pursuant to the forward purchase agreement. Separately, the forward purchase investor has also committed to purchase 2,000,000 units (or 2,300,000 units if the underwriters’ over-allotment option is exercised in full) of the 20,000,000 public shares sold in this offering at the offering price of $10.00 per unit (approximately $20,000,000 in the aggregate or approximately $23,000,000 in the aggregate if the underwriters’ over-allotment option is exercised in full).