Blue Acquisition Corp/Cayman

The earnout structure fundamentally alters the post-combination capitalization and redemption calculus by attaching 9,250,000 shares of contingent equity that only materialize upon specific price milestones, effectively aligning founder and sponsor incentives with secondary market performance while introducing deferred dilution risk that could impact public float and liquidity. The board reallocation shifts governance control post-close. Because this filing serves as the technical correction and formal disclosure vehicle for these material contract amendments, it finalizes the precise earnout triggers, anti-manipulation covenants, and corporate governance terms that must be integrated into the forthcoming Proxy Statement/Prospectus, making it a prerequisite read for informed shareholder voting. Investors tracking the timeline should recognize that while the redemption deadline and trust metrics remain static per the provided metadata, the contingent issuance rules and management-attributed strategic claims require direct cross-referencing to the furnished exhibits for concrete operational or financial validation before committing capital.

The disclosures materially restructure the deal's economic and execution profile. The approximately $33 million non-redemption agreement and $175 million convertible notes, as outlined in the press release and call script, are intended to close funding gaps and preserve trust liquidity without immediate public equity dilution. The earnout mechanism ties post-closing share distribution to price appreciation thresholds, introducing conditional dilution. Board consolidation shifts post-combination voting control. Commercially, Blockfusion Co-Founder and CEO Alex Martini and COO Kant Trivedi state the company is converting its currently operating 50 MW Niagara Falls asset into a Tier 3 architecture engineered for 200 kW+ compute loads per GPU rack utilizing liquid cooling. Management attributes the site's commercial viability to an all-in power cost of approximately $0.06/kWh supplied by clean energy in NYISO Zone A. Within the investor presentation, Blockfusion and Blue reference third-party industry research projecting that U.S. HPC/AI workloads will require an incremental 120 GW+ of data center capacity, with AI Neocloud server capex expected to grow at a 93% CAGR through 2028. Blockfusion's management prepared unaudited financial forecasts projecting $150 million in net revenues and approximately $100 million to $105 million in EBITDA by 2029, premised on a $10.5 million per MW CapEx assumption, a $450 million pre-money equity valuation, and contractually linked lease escalators. Named engineering partners in the presentation include Gensler, JB&B, and Thornton Tomasetti to validate hyperscale design specifications. These announcements provide tangible off-take anchoring and institutional capital backstops that directly influence trust redemption probabilities, closing certainty ahead of the deadline, and post-merger equity economics.

The amendment mechanically ties sponsor and founder compensation to sustained public market performance while consolidating oversight through a smaller board. Per the Exhibit 99.2 transcript and Exhibit 99.3 presentation, Blockfusion CEO Alex Martini and COO Kant Trivedi stated the company is upgrading its Niagara Falls facility from Tier 1 to Tier 3 data center architecture engineered for ultra-high-density GPU clusters supporting 200 kW+ compute loads per rack, targeting $0.06 per kWh power costs and leveraging NYISO Zone-A hydroelectric, nuclear, and renewable supply. Blockfusion management prepared unaudited, cash-based financial forecasts projecting $155 million in net revenues and $105 million in EBITDA by 2030, contingent on a July 31, 2026 closing, $10.5 million per MW capital expenditures totaling $900 million for the 85 MW phase, and a pre-money equity valuation of $450 million. The $200 million financing framework and anchor lease LOI materially de-risk the execution timeline, providing shareholders evidence that development capital and contracted demand are advancing ahead of the March 2027 redemption window. Sona Asset Management’s non-redemption commitment signals institutional validation of the transaction’s capital stack, lowering the probability that a mass public shareholder redemption would starve the deal of required proceeds prior to the vote and closing date.

Because the submission classifies the movement as 'other' rather than a standard sale, gifting, or conversion, investors must cross-reference the exhibit to verify whether the transfer satisfied regulatory block thresholds, settled private placements, or reflected discretionary secondary trading. The complete elimination of the reported 10% stake removes future insider selling leverage from this specific reporting entity before any hypothetical redemption window closes. The filing contains no claims regarding customers, revenue, market size, strategy, technology, partnerships, or litigation; all quantitative references—including 391,000 shares transferred, 0 shares remaining, the 2026-06-16 transaction date, the 2026-06-18 filing date, and identifier 0001185185-26-002572—are extracted verbatim from the provided text.

Per the insiders’ self-reported transaction data, the concentration of 391,000 shares among sponsor affiliates and the director/CEO/CFO reduces public float and adjusts the equity baseline ahead of any future shareholder vote. Because the disclosure neither projects target valuation, customer pipelines, nor partnership milestones, and offers no commentary on revenue metrics or litigation posture, the substantive content is limited to ownership reallocation. Investors monitoring sponsor conduct will note the unencumbered accumulation, while those tracking redemption mechanics will observe no change to the prevailing trust architecture or corporate action schedule.

Executive turnover alters the chain of command overseeing target diligence and business combination execution ahead of the March 16, 2027 deadline. While the filing characterizes the departure as voluntary and unrelated to operational or fiduciary disputes, placing a current CFO in the interim CEO role concentrates financial and strategic oversight under temporary leadership. Investors tracking redemption calendars and trust distributions should note that this filing does not amend the prospectus-defined liquidation waterfall or trigger any automatic redemption triggers, but governance continuity is essential to prevent procedural delays in future extension votes or combination approvals. The absence of disclosed related-party transactions or compensation adjustments for Mr. Bauer suggests a neutral administrative transition, though investors should await formal announcements regarding a permanent chief executive and verify that due diligence timelines remain aligned with the stated expiration date.

The expansion of the post-closing incentive pool to 12% directly alters future equity distribution and management alignment for Blockfusion stakeholders post-merger. Extending the Outside Date provides additional operational runway and may delay the necessity of convening a shareholder vote for a formal Combination Period extension before the hard liquidation deadline. The disclosed material weakness in internal controls introduces near-term accounting governance and remediation risks that the merged entity must address before trading as a public company. Meanwhile, the trust fund's accretion to $10.31 per share sustains the current floor for public shareholder redemptions.

The July 31, 2026 contractual extension provides a definitive closing runway well ahead of the March 16, 2027 trust termination horizon, allowing additional time to secure shareholder approval at the contemplated extraordinary meeting and satisfy Article VII closing conditions. The expansion of the management equity incentive pool from 8% to 12% structurally increases anticipated post-combination dilution and recalibrates sponsor-promoter alignment economics. Additionally, the filing’s forward-looking statements attribute the target’s strategic roadmap to high-performance computing infrastructure and planned Tier 3 data center transitions, while disclosing risks including cryptocurrency regulatory uncertainty, competitive pressures, and potential SEC shell-company classification delays. All market and operational assertions remain attributed solely to the registrants’ prospectus disclosures; no independent revenue metrics, customer contracts, or third-party valuations are contained in this filing.

The July 31, 2026 Outside Date preserves the redemption calendar and trust account timeline without triggering an immediate extension vote. Dilution mechanics shift notably: the incentive pool expansion from 8% to 12% reduces public shareholder pro forma ownership more than originally projected. According to Blue, Blockfusion, and Pubco, the deal carries material risk disclosures regarding significant legal, commercial, regulatory, tax and technical uncertainty surrounding bitcoin and other cryptocurrencies, operational hurdles adapting to a Tier 3 Data Center model, intensifying sector competition, and the possibility that Pubco could be classified as a “shell company,” which could restrict capital-raising ability. Key principals who signed the amendment include Ketan Seth (Chief Executive Officer, Blue), Robert Scott (President, Chief Financial Officer, Secretary and Treasurer, Pubco), and Alex Martini-Lo Manto (Chief Executive Officer, Blockfusion USA).

Shareholders monitoring redemptions should note that governance and dilution mechanics have shifted without altering cash redemption value or the statutory closing window. The eight percent (8%) incentive pool reflects higher anticipated post-close dilution than originally priced, while the board reallocation grants Blockfusion’s management majority oversight ahead of the extraordinary general meeting. The registrant’s forward-looking statements and risk factors warn of legal, commercial, regulatory, tax, and technical uncertainties surrounding Bitcoin and digital assets, potential shell-company classification hurdles, and competitive pressures that could impact liquidity, listing maintenance, and the realization of the announced strategic advantages.

The shift from five percent (5%) to eight percent (8%) in the post-closing equity incentive pool represents a measurable increase in future dilution that will factor into shareholder voting calculus. The mandated board seat reallocation formalizes pre-negotiated governance compromises between the SPAC sponsor and the operating company prior to the extraordinary general meeting. Combined with the disclosure of cryptocurrency-related regulatory exposures and data center transition risks, the document supplies critical decision-making variables for investors weighing redemption against continuation.

The recalibrated trust valuation tightens the mathematical ceiling for redemption outflows, while the unaltered March 2027 deadline eliminates immediate extension-related liquidity pressures. Formalized deal milestones lower binary termination uncertainty, particularly as Management projects a $450,000,000 Merger Consideration, though this valuation necessitates precise modeling of the eventual Exchange Ratio, Public Rights conversions, and potential dilution from the $1,500,000 working capital conduit. The acknowledged internal control weakness and tight off-trust liquidity profile ($560,813 cash versus $415,809 liabilities) demand close monitoring of funding sustainability, given that Management attributes $2,531,400 in total net income largely to non-operating trust yields rather than core business operations.

The document contains no claims about customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. Its substance is purely procedural: five affiliated managers elected to bundle disclosure, which historically flags aggregated institutional positions approaching active voting or redemption timelines ahead of the March 16, 2027 deadline. Each signatory explicitly attributed responsibility for the completeness and accuracy of their own disclosed information while disclaiming liability for the others’ data, as drafted by the undersigned. The only numerical value present is the stated par value of $0.0001 per share; no acquisition costs, ownership percentages, trust dollars, or redemption volumes appear. For investors tracking redemption pacing and arbitrage positioning, this confirms regulatory housekeeping rather than strategic realignment, but subsequent amendments should be monitored for percentage flips or intent language that could shift holder behavior near the deadline.

Per Alberto Pontonio, Special Advisor to Blue Acquisition Corp., Blockfusion holds a $450 million pre-money equity valuation. The accompanying transcript projects forecasted net revenues rising from $3 million in 2026 to $160 million by 2030, with EBITDA flipping positive in 2028 and expanding to $130 million by 2030. These projections assume at least $900 million in capital expenditures for core construction, marginal expansion costs of roughly $10.5 million per MW, and a site buildout scaling from 50MW to 106MW. Executive management notes power procurement at approximately 6 cents per kWh sourced from 100% clean energy via Niagara Falls proximity. The script characterizes an industry spending wave of about $1 trillion over the next five years driving demand for 120 gigawatts of incremental capacity, while legacy facilities grow at approximately 6% annually. At a theoretical $480 million enterprise value, the deal implies a 3.6x run-rate EBITDA multiple versus peer operators trading above 20x. Governance allocates seven post-Closing board seats: four to Company designees, two to SPAC designees, and one mutually selected independent director. Ketan Seth signs as SPAC CEO; current Blockfusion executives retain CFO/CEO titles. Both parties represent no pending material litigation.

Per the press release, Blockfusion management estimates that the post-HPC/AI transition business may generate as much as $128M in gross revenues and $75M EBITDA by 2028, increasing to $209M gross revenues and $132M by 2030. The investor presentation provides management's October 2025 un-audited projections showing Net Revenues of $8M in 2026E scaling to $98M, $156M, and $160M, with corresponding EBITDA of $75M, $128M, and $132M. Execution requires substantial capital; the presentation outlines an estimated $900M capex requirement for core construction, with explicit Transition CapEx Request figures of $150.5M for Year 1, $526.2M for Year 2, and $229.7M for Year 3, dropping to an estimated $1.6M annually thereafter. The operational strategy pivots a 106MW Niagara, NY campus from 46MW currently deployed toward over 100MW of Tier-3 capacity designed for 200KW compute loads per GPU rack. Management attributes a competitive moat to operations sitting under an all-in power cost of under $0.06/kWh, utilizing baseline leasing assumptions of $150/kW with a 3% annual escalator and $10.5mm capex per MW. The filing highlights industry tailwinds, including projected AI neocloud server capex CAGRs of 93%, total server investments approaching $1 trillion between 2026 and 2028, and power infrastructure expansion forecasts targeting approximately 123GW by 2035. Key personnel updates include the appointment of Director Nominee Aber Whitcomb. Investors must weigh these upside narratives against disclosed mechanical dependencies: the absolute necessity of securing long-term off-take agreements, the direct risk that the level of redemptions could reduce public float and impair liquidity, and the conditional nature of all financial targets on timely capital access and successful completion of the HPC/AI transition.

The $75,000,000 minimum cash condition (Section 7.2(d)) structurally limits liquidity erosion if public redemptions spike, while the sponsor/insider waiver of trust claims (Section 9.1 and Exhibit 10.3 Recitals) removes any founder-backed cash floor, leaving public shareholder redemption behavior and external financing outcomes as the primary determinants of closing viability. The May 31, 2026 outside date (Section 8.1(b)) creates a near-term execution catalyst significantly ahead of the broader March 16, 2027 statutory deadline. In the conference call script (Exhibit 99.1), Blue Acquisition CEO Ketan Seth and Blockfusion co-founders Alex Martini-Lo Manto and Kant Trivedi, alongside Special Advisor Alberto Pontonio, present forward-looking projections stating existing Blockfusion security holders will roll 100% into the transaction, with a proposed common equity PIPE priced at $10 and an assumed 50% trust retention rate. Management forecasts net revenues scaling from $3 million in 2026 to $160 million by 2030, with EBITDA projected to turn positive in 2028 and reach $130 million by 2030. These projections are contingent on accessing at least $900 million for core construction/upgrade costs and additional expansion at approximately $10.5 million per MW, plus securing major AI off-take leases. The presenters outline a plan to upgrade the current 50MW Niagara Falls facility to 106MW capacity over a 16-to-18-month redevelopment timeline, citing power rates of approximately $0.06 per kWh. Management also confirms the post-closing addition of Aber Whitcomb (former MySpace CTO, Co-Secretary of Salt AI, and Co-Founder of Core Scientific) to the board to lend industry-specific operational credibility. None of the financial projections, development timelines, or market sizing assertions constitute SEC-filed facts; they are sourced solely from the named presenters’ prepared remarks and slides.

The document advances the statutory disclosure timeline by triggering the imminent filing of the Form S-4 and Proxy Statement/Prospectus, which will deliver the binding redemption instructions, pro forma capitalization tables, and third-party fairness opinion required for shareholder action. As explicitly stated by Blue, Blockfusion, and Pubco in their joint communication, the transaction carries concentrated operational and regulatory exposures that will directly inform voting and redemption decisions: the companies disclose anticipated challenges in executing a planned transition to a Tier 3 Data Center, face significant market competition and regulatory oversight, and acknowledge 'significant legal, commercial, regulatory, tax and technical uncertainty regarding bitcoin and other cryptocurrencies.' Management warns that failure to satisfy closing conditions, potential regulatory delays, exchange classification risks (including being treated as a shell company), or heightened redemptions could impair liquidity, jeopardize Nasdaq listing qualifications, or prevent completion by the existing deadline. These published risk parameters, drawn directly from the companies’ forward-looking statements, constitute the primary substantive content available until the definitive S-4 becomes accessible via EDGAR.

The filing transitions the deal from preliminary discussions to executed terms, providing explicit capital stack and valuation anchors ahead of the S-4 proxy. Sponsors project a post-closing capital structure of 75.0 million pro forma shares outstanding, allocating 10.0 million shares (13.3%) to PIPE investors and retaining 60.0% for Blockfusion rollover equity, which introduces substantial dilution exposure if actual redemption patterns diverge from the modeled 50% baseline. Control will remain concentrated with founders and early holders via the 20-vote Class B vehicle, potentially constraining public shareholder influence during the operational pivot. CEO Ketan Seth attributed his firm’s target selection to extensive sector-wide due diligence, while Co-Founder and CEO Alex Martini-Lo Manto claimed the team successfully converted a retired coal facility into a clean-energy campus. The investor deck, dated November 2025 and prepared by Blockfusion management in October 2025, projects annual Net Revenues of $175-200M for 2026E scaling to $209M by 2030E, and EBITDA reaching $128M in 2028E and $132M in 2030E, all derived from a cash-based forecasting methodology that independent auditors have neither reviewed, compiled, nor performed procedures on. Blockfusion’s operational roadmap requires approximately $900M in core construction capex plus $10.5M per MW for adjacent parcel expansions, with Year 1-3 deployment estimates of $150.5M, $526.2M, and $229.7M respectively, contingent upon executing a HPC/AI transition within a 14-16 month window, securing at least one long-term colocation lease, and finalizing permitting. Industry and latency metrics cited in the presentation—including work sourced from Bain & Company, Deloitte, McKinsey & Company, NYISO, Lawrence Berkeley National Laboratory, Capital IQ, and a LinkedIn post by OMDIA-tracked VP Steven Kiernan—support claims of a 93% CAGR for AI-focused cloud providers, $1 trillion in expected hyperscaler server capex between 2026-2028, power infrastructure demand surging from ~53GW to ~123GW by 2035, and network latency hovering around 1 millisecond to Toronto and roughly 3.18 to 3.75 milliseconds to major East Coast hubs. New board nominee Aber Whitcomb, CEO of Salt AI and former MySpace and Jam City co-founder, will bring AI infrastructure governance experience to the post-close entity. All projections, power economics (all-in cost under $0.06/kWh including curtailment credits), and technical specifications carry explicit non-reliance warnings and depend heavily on continued grid access, customer offtake execution, and unimpeded capital markets conditions.

For public shareholders, the Trust Account balance of $203,677,270 directly establishes the floor for potential redemption values should liquidation or a business combination trigger before the March 16, 2027 deadline. The documented operating cash burn and the explicit going concern disclaimer underscore the Company's reliance on the Sponsor to extend Working Capital Loans or successfully identify a target prior to depleting its external cash reserves. Tracking these liquidity metrics and administrative accruals is essential for evaluating the probability of an extension amendment versus a forced redemption event as the deadline approaches.

Because it transmits zero substantive developments regarding the March 16, 2027 deadline, the reported $10.4 trust share value, pending business combination milestones, or sponsor decision-making, it carries no direct implication for shareholder redemption calculus, capital drawdown risk, or deal progression tracking. No claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel are present to attribute to any party. Investors requiring material signals should await definitive proxy statements, Form 8-Ks, or tender offer communications that explicitly detail binding merger terms, trust distribution schedules, or amended conversion/redemption rights.

Mechanically, the Trust balance establishes the baseline redemption value (~$10.02/share initially, fluctuating with market rates) while confirming the 21-month runway through March 2027. Materially, management disclosed a new material weakness in internal controls over financial reporting and raised going concern doubts due to reliance on a limited ~$1.2 million operating buffer and discretionary sponsor Working Capital Loans (up to $1.5M). This filing officially transitions BACC from a pre-IPO shell to a listed entity actively seeking a merger, though no target exists and no formal negotiations have begun.

This filing confirms the trust account is fully funded at $201,250,000 ($10.00 per public share), establishing the definitive baseline for redemption floors and confirming the completion of the initial capital raise. The June 16, 2025 IPO closing date formally initiates the 21-month Combination Period, creating a hard liquidation deadline projected for March 16, 2027. The full exercise of the over-allotment option finalizes the economic structure for sponsors and underwriters, locking in $7,043,750 in deferred underwriting discounts that are forfeited unless a Business Combination is successfully completed. The disclosed material weakness in internal controls introduces elevated governance and financial reporting risk ahead of target due diligence and valuation. Finally, documenting the sponsor's post-IPO capital injections, monthly administrative fees, and working capital mechanisms clarifies the SPAC's operational runway and cash burn dynamics prior to a deal announcement.

This filing permanently anchors the redemption math at exactly '$201,250,000' for '20,125,000' public shares, defining the precise starting point for all future per-share redemption pricing without importing external interest or trust assumptions. The explicit '21 months' duration fixes the hard calendar deadline for either a completed business combination or a mandatory trust liquidation. Because management confirms zero substantive target engagements have occurred, near-term investor focus shifts entirely to tracking the '$5,000 per month' administrative expense draw, the utilization of up to '$1,500,000' in working capital loans, and the actual funding capacity behind the sponsor’s indemnification pledge against the '$7,043,750' deferred underwriting liability. The auditor’s going concern statement directly flags execution risk, indicating that continued operation depends on sponsor extensions and successful acquisition targeting rather than organic cash flow. Every metric, commitment, and disclaimer originates from the registrant’s own disclosures and audited financial statements, establishing the definitive baseline for monitoring subsequent extension proposals, merger negotiations, proxy solicitations, or trust redemption notices.

This filing crystallizes the exact trust valuation at $10.00 per public unit before interest accrual, locks the mandatory liquidation deadline to 21 months post-closing, and eliminates redemption ambiguity by legally binding insiders to forfeit their private and founder economic interests if the timeline expires. It confirms the underwriters’ deferred commission forfeiture risk, codifies the sponsor’s contractual duty to shield the trust balance from third-party claims until the baseline $10.00-per-share floor is depleted, and establishes the fixed monthly administrative cost and working capital runway available to the search team before a business combination must be announced.

What changed: Form 8-K Current Report identifying entry into a material definitive agreement, specifically the Fourth Amendment to the Business Combination Agreement, accompanied by proxy solicitation guidance, forward-looking statement disclaimers, and risk factor disclosures. Mechanically, the Fourth Amendment replaced the prior Section 8.1(b) language to set a new Outside Date of September 21, 2026, permitting either Blue Acquisition Corp. or the Company to terminate the agreement via written notice if Article VII closing conditions are not satisfied or waived by that date. The amendment was executed on July 31, 2026, following third-party filings on March 19, May 6, and June 30, 2026. Signatories named in Exhibit 2.1 include Interim Chief Executive Officer David Bauer for the SPAC, President and Chief Financial Officer Robert Scott for Pubco and its merger subsidiaries, and Chief Executive Officer Alex Martini-Lo Manto for Blockfusion USA. The filing reiterates that each Right entitles a holder to receive one-tenth (1/10) of one Class A ordinary share upon consummation, and that Class A ordinary shares carry a par value of $0.0001 per share. Regarding deal progress, the registrant confirms a Registration Statement on Form S-4 was initially filed on December 8, 2025, and amended on February 9, May 1, and June 30, 2026, with a definitive proxy statement expected to be mailed after a record date is established for voting at an extraordinary general meeting. Why it matters: For the redemption calendar and trust mechanics, the September 21, 2026 Outside Date functions as the new hard stop for closing conditions, meaning shareholder votes and redemption windows will be scheduled leading up to that timeframe rather than the previously referenced March 2027 horizon. The fourth consecutive extension signals sponsor persistence, though the filing explicitly warns that the level of public shareholder redemptions may reduce public float, impair trading liquidity, and jeopardize Nasdaq listing requirements. According to the document’s forward-looking statements section, management attributes expectations to Pubco regarding its planned transition to high-performance computing and artificial intelligence workload data centers, while simultaneously cautioning investors about declining infrastructure demand, significant competition, regulatory hurdles, and unresolved legal, commercial, tax, and technical uncertainties surrounding bitcoin and other cryptocurrencies. The risk factors also note the possibility of Pubco being classified as a shell company by an exchange or the SEC, which could restrict capital raising and resale reliance on certain exemptions. No financial performance metrics, customer counts, or trust account per-share valuations are provided in this submission; all operational and timing assertions derive exclusively from the registrants’ filed disclosures.

What changed: This document is a Form 8-K current report filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, constituting a Rule 425 written communication accompanied by Exhibit 2.1, the Fourth Amendment to the Business Combination Agreement dated July 31, 2026. The amendment contractually extends the Outside Date in Section 8.1(b) to September 21, 2026, replacing the prior termination window; either the SPAC or Company may terminate by written notice if closing conditions remain unsatisfied by that date, absent fault-based breaches. This follows three prior amendments dated March 19, 2026, May 6, 2026, and June 30, 2026. Executed by Interim Chief Executive Officer David Bauer for Blue Acquisition Corp., President and Chief Financial Officer Robert Scott for Pubco and its merger subsidiaries, and Chief Executive Officer Alex Martini-Lo Manto for Blockfusion USA, Inc., the filing contains no update on trust balances or explicit redemption mechanics beyond standard caution that the 'level of redemptions of Blue’s public shareholders' may affect public float and liquidity. Regarding other substance, forward-looking statements attributed to Blue, Blockfusion, and Pubco describe strategies targeting a transition to a 'high-performance computing (HPC) and Artificial Intelligence workload data center,' citing market growth and operational plans. Specific risk factors warn of legal, commercial, regulatory, tax, and technical uncertainty regarding 'bitcoin and other cryptocurrencies,' competition, regulatory hurdles, potential reclassification as a 'shell company' by the SEC or an exchange impairing future capital raises, and dilution from associated financing transactions. A preliminary proxy statement and Form S-4 Registration Statement have been filed, with a definitive proxy statement scheduled for mailing following a record date for an extraordinary general meeting. The Fourth Amendment replaces the prior Section 8.1(b) provision, moving the contractual Outside Date to September 21, 2026, creating a final written-notice termination window if closing conditions are unmet by that date. Sponsor and target leadership (David Bauer, Robert Scott, Alex Martini-Lo Manto) formally executed the exhibit. Why it matters: Pushing the Outside Date to September 21, 2026 compresses the merger execution timeline, indicating ongoing condition resolution while preserving capital and avoiding automatic termination. Investors face extended exposure pending a shareholder vote on the Blockfusion combination, with management’s disclosed pivot to HPC/AI infrastructure introducing execution, regulatory, and cryptocurrency-related risks that could impact post-closing valuation and exchange listing eligibility.

What changed: This document is a Form 8-K/A filed pursuant to Rule 425, which serves as an amendment to a prior current report solely to substitute an inadvertently filed incorrect copy of Exhibit 2.1 with the correct Third Amendment to the Business Combination Agreement. It also furnishes Regulation FD disclosures consisting of a joint press release, a conference call script, and an updated investor presentation dated June 2026. The Third Amendment to the Business Combination Agreement adds a contingent earnout provision authorizing the potential issuance of up to an aggregate maximum of 9,250,000 shares of Pubco Class A common stock to designated Blockfusion stockholders. The earnout participants are allocated pro rata with Robert Scott receiving 17.19%, Emiliano Lo Manto receiving 40.73%, and LUCSAM Holdings Corp. receiving 42.08%. Issuance is triggered if the volume weighted average price reaches $15.00, $20.00, $25.00, $30.00, or $35.00 per share for twenty out of any thirty trading days over a 36-month earnout period, resulting in five cumulative tranches of 1,850,000 shares each. The amendment simultaneously reduces the post-closing board of directors from nine members to seven members, assigning two designees to the SPAC, four designees to the target company, and one independent director mutually agreed upon prior to closing. Ten percent of issued earnout shares may be transferred to third parties assisting with business model transitions. The filing does not amend the redemption deadline of 2027-03-16 or alter the stated trust value of $10.4 per share. Why it matters: The earnout mechanics introduce up to 9,250,000 conditionally issuable shares that could significantly dilute public shareholder equity if price thresholds are satisfied, while the board seat reduction shifts post-merger governance control toward the target company's leadership. The correction filing ensures accurate contractual terms are in place before the proxy solicitation for shareholder approval. Beyond deal mechanics, the furnished investor presentation and investor call script attribute the combined entity's strategic focus to supporting artificial intelligence training and inference workloads alongside high-performance computing applications. Management's risk disclosures, sourced directly from the forward-looking statements section of the filing, acknowledge operational challenges in implementing this HPC transition, increased industry competition, regulatory uncertainty surrounding bitcoin and other cryptocurrencies, and the risk that Pubco could be classified as a "shell company," potentially restricting listing eligibility and future capital raises. All strategic assertions, financial parameters, and governance adjustments are attributable exclusively to the executed Third Amendment, the June 30, 2026 press release, the June 30, 2026 investor call transcript, and the June 2026 investor presentation distributed by Blue Acquisition Corp. and Blockfusion Digital Infrastructure, Inc.

What changed: This document is an Amended Current Report on Form 8-K/A filed by Blue Acquisition Corp., which administratively replaces a previously submitted Exhibit 2.1 and discloses the execution of a Third Amendment to the Business Combination Agreement with Blockfusion Digital Infrastructure, Inc., accompanied by Regulation FD-furnished materials including a joint press release, conference call script, and updated investor presentation. The 8-K/A itself corrects a clerical filing error regarding the Third Amendment. The underlying Third Amendment, executed June 30, 2026, updates the transaction mechanics by adding a contingent earnout of up to 9,250,000 Pubco Class A shares to designated Blockfusion stockholders: Robert Scott (17.19 percent), Emiliano Lo Manto (40.73 percent), and LUCSAM Holdings Corp. (42.08 percent). These earnout shares vest in five cumulative, all-or-nothing tranches of 1,850,000 shares each if the volume-weighted average price reaches $15.00, $20.00, $25.00, $30.00, or $35.00 for twenty out of any thirty consecutive trading days during a 36-month post-closing window, or accelerates upon a Change of Control meeting those thresholds. The amendment reduces the post-closing board from nine directors to seven, reserving two seats for the SPAC, four for the company, and designating one independent director. Regarding redemption and trust parameters, the filing maintains the existing 2027-03-16 deadline, leaves the $10.4 per share trust balance referenced in the filer metadata unchanged, and does not propose an extension or liquidation trigger alteration. It confirms the ongoing proxy solicitation and shareholder vote timeline. Beyond deal mechanics, the joint press release, conference call script, and investor presentation (cited as Exhibits 99.1, 99.2, and 99.3) serve as the exclusive sources for claims regarding Blockfusion’s strategic pivot to support AI training and inference workloads and other high-performance computing applications, along with executive projections on market growth, technological trends, and integration roadmaps. Personnel disclosures name David Bauer as Interim Chief Executive Officer, Robert Scott as President, Chief Financial Officer, Secretary, and Treasurer, and Alex Martini-Lo Manto as Chief Executive Officer of Blockfusion USA, Inc. No revenue figures, customer counts, partnership details, or active litigation claims are contained within this filing. Why it matters: The earnout structure fundamentally alters the post-combination capitalization and redemption calculus by attaching 9,250,000 shares of contingent equity that only materialize upon specific price milestones, effectively aligning founder and sponsor incentives with secondary market performance while introducing deferred dilution risk that could impact public float and liquidity. The board reallocation shifts governance control post-close. Because this filing serves as the technical correction and formal disclosure vehicle for these material contract amendments, it finalizes the precise earnout triggers, anti-manipulation covenants, and corporate governance terms that must be integrated into the forthcoming Proxy Statement/Prospectus, making it a prerequisite read for informed shareholder voting. Investors tracking the timeline should recognize that while the redemption deadline and trust metrics remain static per the provided metadata, the contingent issuance rules and management-attributed strategic claims require direct cross-referencing to the furnished exhibits for concrete operational or financial validation before committing capital.

What changed: A Form 8-K current report disclosing the entry into a Third Amendment to the Business Combination Agreement, accompanied by Regulation FD disclosures consisting of a joint press release, a conference call transcript, and an updated investor presentation. Item 1.01 files a Third Amendment to the existing Business Combination Agreement that adds an earnout provision for up to 9,250,000 Pubco Class A Common Stock shares contingent on the stock achieving volume-weighted average price targets of $15, $20, $25, $30, or $35 during a 36-month post-closing period, and amends the corporate governance section to reduce the post-closing board from nine to seven directors. The attached Exhibit 99.1 press release and Exhibit 99.3 investor presentation disclose that Blockfusion management has executed a non-binding letter of intent with a leading AI customer for up to 300 MW of critical IT load, anchored by 85 MW of guaranteed take-or-pay capacity over a 15-year initial term with two five-year extension options. Management projects potential lease revenues of approximately $2.8 billion over the initial term and $5.4 billion including renewals. The filings also detail non-binding term sheets with Sona Asset Management (US) LLC for a private placement of $175 million in convertible senior notes and a non-redemption agreement covering approximately 3.3 million public shares, which Blockfusion management states will retain $33 million in Blue’s trust account against the recorded $10.4 per share trust value. Although the March 16, 2027 business combination deadline remains contractually unchanged, the $33 million trust retention directly reduces expected redemption outflows, preserving the liquidity necessary to satisfy minimum cash closing conditions before the hard deadline. Why it matters: The amendment mechanically ties sponsor and founder compensation to sustained public market performance while consolidating oversight through a smaller board. Per the Exhibit 99.2 transcript and Exhibit 99.3 presentation, Blockfusion CEO Alex Martini and COO Kant Trivedi stated the company is upgrading its Niagara Falls facility from Tier 1 to Tier 3 data center architecture engineered for ultra-high-density GPU clusters supporting 200 kW+ compute loads per rack, targeting $0.06 per kWh power costs and leveraging NYISO Zone-A hydroelectric, nuclear, and renewable supply. Blockfusion management prepared unaudited, cash-based financial forecasts projecting $155 million in net revenues and $105 million in EBITDA by 2030, contingent on a July 31, 2026 closing, $10.5 million per MW capital expenditures totaling $900 million for the 85 MW phase, and a pre-money equity valuation of $450 million. The $200 million financing framework and anchor lease LOI materially de-risk the execution timeline, providing shareholders evidence that development capital and contracted demand are advancing ahead of the March 2027 redemption window. Sona Asset Management’s non-redemption commitment signals institutional validation of the transaction’s capital stack, lowering the probability that a mass public shareholder redemption would starve the deal of required proceeds prior to the vote and closing date.

What changed: A Form 8-K filed pursuant to Rule 425 comprising a current report, a joint press release, an investor call transcript, an investor presentation, and an executed Third Amendment to the Business Combination Agreement. Per Item 1.01 of the current report and Exhibit 2.1, the parties executed a Third Amendment to the Business Combination Agreement adding an earnout provision for up to an aggregate maximum of 9,250,000 shares (with Annex I detailing an allocation calculation totaling 8,325,000 shares) to designated Earnout Participants, triggered if Pubco Class A Common Stock VWAP equals or exceeds $15.00, $20.00, $25.00, $30.00, or $35.00 per share for twenty out of any thirty trading days within the 36-month Earnout Period. The amendment replaces the governing body provision to decrease the post-closing Pubco board of directors from nine individuals to seven individuals. Per Exhibit 99.1 and the investor presentation, commercial progress advanced via a non-binding Letter of Intent for up to 300 MW IT load capacity, anchored by 85 MW of guaranteed take-or-pay power over a 15-year initial term plus two 5-year renewal options. Term sheets disclosed in the press release secure a $175 million private placement of convertible senior notes and a non-redemption agreement covering approximately 3.3 million public shares valued at approximately $33 million. The business combination deadline remains unaltered; however, the pro forma capital sourcing model in Exhibit 99.3 operates on an assumed 50% trust redemption level. Standard proxy solicitation participant disclosures reflect ongoing sponsor and management engagement. Why it matters: The disclosures materially restructure the deal's economic and execution profile. The approximately $33 million non-redemption agreement and $175 million convertible notes, as outlined in the press release and call script, are intended to close funding gaps and preserve trust liquidity without immediate public equity dilution. The earnout mechanism ties post-closing share distribution to price appreciation thresholds, introducing conditional dilution. Board consolidation shifts post-combination voting control. Commercially, Blockfusion Co-Founder and CEO Alex Martini and COO Kant Trivedi state the company is converting its currently operating 50 MW Niagara Falls asset into a Tier 3 architecture engineered for 200 kW+ compute loads per GPU rack utilizing liquid cooling. Management attributes the site's commercial viability to an all-in power cost of approximately $0.06/kWh supplied by clean energy in NYISO Zone A. Within the investor presentation, Blockfusion and Blue reference third-party industry research projecting that U.S. HPC/AI workloads will require an incremental 120 GW+ of data center capacity, with AI Neocloud server capex expected to grow at a 93% CAGR through 2028. Blockfusion's management prepared unaudited financial forecasts projecting $150 million in net revenues and approximately $100 million to $105 million in EBITDA by 2029, premised on a $10.5 million per MW CapEx assumption, a $450 million pre-money equity valuation, and contractually linked lease escalators. Named engineering partners in the presentation include Gensler, JB&B, and Thornton Tomasetti to validate hyperscale design specifications. These announcements provide tangible off-take anchoring and institutional capital backstops that directly influence trust redemption probabilities, closing certainty ahead of the deadline, and post-merger equity economics.

What changed: A Schedule 13D/A joint filing agreement (Exhibit 99.1) constituting a routine compliance exhibit among Blue Holdings Sponsor LLC, Blue Holdings Management LLC, and David Bauer to collectively report beneficial ownership of BACC Class A ordinary shares. The amendment attaches a June 18, 2026 agreement confirming all three signatories qualify for joint Rule 13d-1(c) reporting and have allocated mutual responsibility for the timeliness, completeness, and accuracy of their ownership disclosures. No alteration to reported share quantities, voting pacts, or acquisition intent is documented. Why it matters: Regarding your tracking of redemption windows, trust valuations, extension votes, target deal progress, or sponsor conduct, this filing delivers no mechanical updates. Each signatory makes only a self-representation that they are eligible for joint filing and accept shared compliance responsibility. The document contains zero statements regarding customer pipelines, revenue figures, market sizing, strategic roadmaps, technology developments, partnership terms, pending litigation, or executive appointments. As a standard regulatory wrapper, it does not shift the March 16, 2027 liquidation deadline, modify existing trust conditions, or advance merger negotiations, but it does formally establish the reporting conduit for the sponsor group moving forward without introducing new substantive variables.

What changed: A Form 4 insider ownership report submitting a securities disposition to the Securities and Exchange Commission. Per the filing text, reporting person Seth Ketan—who the document labels a '10% owner'—disposed of 391,000 shares on 2026-06-16 via a transaction coded 'other,' establishing a post-transaction holding of 0. This record directly updates sponsor and insider conduct metrics by confirming a full equity liquidation during the active merger phase, while leaving the broader deal timeline and capital structure parameters untouched. Why it matters: Because the submission classifies the movement as 'other' rather than a standard sale, gifting, or conversion, investors must cross-reference the exhibit to verify whether the transfer satisfied regulatory block thresholds, settled private placements, or reflected discretionary secondary trading. The complete elimination of the reported 10% stake removes future insider selling leverage from this specific reporting entity before any hypothetical redemption window closes. The filing contains no claims regarding customers, revenue, market size, strategy, technology, partnerships, or litigation; all quantitative references—including 391,000 shares transferred, 0 shares remaining, the 2026-06-16 transaction date, the 2026-06-18 filing date, and identifier 0001185185-26-002572—are extracted verbatim from the provided text.

What changed: SEC Form 4 — Insider Ownership Report [0001185185-26-002583], a routine compliance exhibit filed to disclose open-market share acquisitions by affiliated entities and executive leadership. According to the filing, the reporting persons completed open-market purchases on 2025-06-16 totaling 391,000 shares, resulting in a post-transaction holding of 391,000 shares. The document contains no amendments to trust distributions, redemption deadlines, extension mechanisms, or the announced business combination timeline. Why it matters: Per the insiders’ self-reported transaction data, the concentration of 391,000 shares among sponsor affiliates and the director/CEO/CFO reduces public float and adjusts the equity baseline ahead of any future shareholder vote. Because the disclosure neither projects target valuation, customer pipelines, nor partnership milestones, and offers no commentary on revenue metrics or litigation posture, the substantive content is limited to ownership reallocation. Investors monitoring sponsor conduct will note the unencumbered accumulation, while those tracking redemption mechanics will observe no change to the prevailing trust architecture or corporate action schedule.

What changed: A Form 8-K current report filed under Section 13 or 15(d) of the Securities Exchange Act of 1934, addressing Item 5.02 regarding the departure of directors and certain officers, election of directors, and appointment of certain officers. According to the registrant’s filing, Ketan Seth resigned as Chief Executive Officer and a director effective June 9, 2026. The company states the resignation was for family reasons and was not due to any disagreement with the Company. The board simultaneously appointed David Bauer, the Company’s current Chief Financial Officer, to also serve as interim Chief Executive Officer. The filing asserts there are no family relationships between Mr. Bauer and any director, executive officer, or person nominated to become an executive officer, and discloses no transactions between the Company and Mr. Bauer subject to disclosure under Item 404(a) of Regulation S-K. The document contains no references to the trust account balance, shareholder redemption prices, extension voting mechanics, target acquisition progress, or sponsor conduct commitments. Why it matters: Executive turnover alters the chain of command overseeing target diligence and business combination execution ahead of the March 16, 2027 deadline. While the filing characterizes the departure as voluntary and unrelated to operational or fiduciary disputes, placing a current CFO in the interim CEO role concentrates financial and strategic oversight under temporary leadership. Investors tracking redemption calendars and trust distributions should note that this filing does not amend the prospectus-defined liquidation waterfall or trigger any automatic redemption triggers, but governance continuity is essential to prevent procedural delays in future extension votes or combination approvals. The absence of disclosed related-party transactions or compensation adjustments for Mr. Bauer suggests a neutral administrative transition, though investors should await formal announcements regarding a permanent chief executive and verify that due diligence timelines remain aligned with the stated expiration date.