BACC merger with Blockfusion USA, Inc.
Blockfusion USA, Inc. — and certain metrics and measurements based on such unaudited information, all of which information is subject to change based on the results of the PCAOB audit process being undertaken by Blockfusion in connection with the Business …
Announced 31 July 2026.
Blockfusion USA, Inc. is a clean-energy-powered data center infrastructure company founded in 2019 by Alex Martini-Lo Manto (CEO) and Kant Trivedi (COO). The company owns and operates a flagship facility in Niagara Falls, New York—through its subsidiary North East Data, LLC—that was repurposed from a retired coal plant into a hydroelectric-powered data center. Blockfusion currently deploys approximately 46 megawatts of Tier 1 capacity and is undergoing a strategic transition from its origins in bitcoin-mining-adjacent hosting into a next-generation high-performance computing (HPC) and AI infrastructure platform. The Niagara Falls campus sits in NYISO Zone-A, offering sub-millisecond latency to Toronto and roughly 3.75 milliseconds to both New York City and Boston, straddling a strategic cross-border power and fiber corridor within New York's SMART I-Corridor innovation hub, surrounded by major technology companies including Tesla, Yahoo!, and Micron Technology. The company's management team brings over 100 years of combined experience in data center infrastructure, and director nominee Aber Whitcomb—CEO of Salt AI and co-founder of Core Scientific—is expected to join the post-closing public company board.
The company's core growth plan involves a phased campus buildout that could ultimately support more than 300 megawatts of critical IT capacity. Blockfusion has entered into a non-binding letter of intent with an unnamed leading AI customer for up to 300 MW of total capacity, anchored by 85 MW of guaranteed take-or-pay capacity delivered in tranches over a 15-year initial term with two five-year renewal options. The company estimates that the 85 MW guaranteed portion alone could generate approximately $2.8 billion in lease revenue over the initial 15-year term, or roughly $5.4 billion over 25 years if both renewals are exercised. The facility is being upgraded to Tier 3 architecture with liquid cooling and power densities of up to 200 kW per rack to support ultra-high-density GPU clusters for enterprise AI workloads, with the first 25 MW targeted for delivery during 2027. Blockfusion continues to generate some revenue from hosting Bitcoin mining equipment for existing customers during this transition, and management projects net revenue rising from approximately $3 million in 2026 to as much as $160 million by 2030, with EBITDA potentially reaching $100 million in 2029 at full deployment of the 85 MW phase.
On November 19, 2025, Blockfusion announced a definitive business combination agreement with Blue Acquisition Corp. (NASDAQ: BACC), a Cayman Islands-based SPAC that raised approximately $201.25 million in its IPO and held roughly $204 million in trust. The all-stock transaction values Blockfusion at a $450 million pre-money equity value (implied pre-money enterprise value of $480 million), with Blockfusion security holders receiving Pubco stock valued at an aggregate $450 million. The combined entity is expected to trade on Nasdaq as Blockfusion Digital Infrastructure, Inc. (ticker BDI), with closing contingent on shareholder approvals, SEC registration effectiveness, Nasdaq listing, PCAOB-audited financials, and a minimum of $75 million in available cash after redemptions and expenses. To support the transaction and the Niagara campus buildout, Blockfusion has secured non-binding term sheets for a $175 million private placement of convertible senior notes backed by funds managed by Sona Asset Management, along with a non-redemption agreement covering approximately $33 million of Blue's trust shares. The parties also contemplate a potential common equity PIPE to deliver up to $200 million in proceeds to the go-forward business.
Blockfusion is pursuing the SPAC route rather than a traditional IPO because it provides a faster path to public capital and allows the company to present long-range operating projections as part of the transaction materials—critical for a company asking investors to underwrite a large, power-inte
Structure & dilution
SEC-primary termsThe headline number ignores the shares that did not pay $10 — the founder promote, PIPE stock and warrants. This is the same deal with all equity claims counted.
An effective (post-dilution) figure needs either a stated pro-forma share count or the headline value plus the promote terms; the filings we hold do not yet state enough, and we will not print an estimate built on inventions.
Why headline and effective values differ is covered in headline vs effective deal value, in plain English.
The target: Blockfusion USA, Inc.
from 425The business actually being bought — described from SEC primary filings, with projections labelled as projections.
and certain metrics and measurements based on such unaudited information, all of which information is subject to change based on the results of the PCAOB audit process being undertaken by Blockfusion in connection with the Business Combination, which is underway, as of the date of this Presentation . Forward - Looking Statements This Presentation (and any oral statements regarding the subject matter of this Presentation) contains certain forward - looking statements within the meaning of the U . S . federal securities laws with respect to the Parties and the Business Combination, including expectations, hopes, beliefs, intentions, plans, prospects, financial results or strategies regarding Pubco, Blockfusion, Blue, the Business Combination and statements regarding the anticipated benefits and timing of the completion of the Business Combination, the assets held by Blockfusion and by Blue, High - Performance Computing (“HPC”) and Artificial Intelligence (“AI”) workload data center and AI infrastructure trends, the anticipated business of Pubco, Blockfusion and the markets in which they operate, planned business strategies, including, without limitation, Blockfusion’s plans to transition its business to support HPC/AI customer needs, plans and use of proceeds, objectives of management for future operations of Blockfusion, expected operating costs of Pubco and its subsidiaries, the upside potential and opportunity for investors, Pubco and Blockfusion’s plan for value creation and strategic advantages, market size and growth opportunities, regulatory conditions, competitive position and the interest of other corporations in similar business strategies, technological and market trends, future financial condition and performance and expected financial impacts of the Business
Blockfusion USA, Inc. — every SPAC that has bid for it, and its listed peers
In plain English
No floor / floorlessthe cash guarantee is gone — the price is unprotected
A SPAC's downside protection is not the cash in trust; it is your right to demand that cash. Once the redemption window closes, the cash stays with the company and the share can trade anywhere.
Dilutionhow much of the company new shares take from you
Sponsor promote, PIPE shares, warrants and rights all issue stock that did not pay $10 for it. The headline deal value is before that; the effective value is after.
Pro-forma equitywhat the company is valued at once the deal closes
The combined company's equity value assuming the announced terms and the redemptions that have actually happened.
De-SPACthe day the SPAC becomes the real company
The shares stop being a claim on a pot of cash and start being equity in an operating business. Roughly 80% of recent de-SPACs traded below $10 within a year.
Outside datethe contractual long-stop for closing the deal
A deadline between the SPAC and its target, not between the SPAC and you. It confers no right to cash, which is exactly why it must never be counted as a redemption window.