Business Context and Reporting Period
Company: Blue Acquisition Corp. (BACC), a Cayman Islands exempted company and emerging growth company.
Reporting Date: June 30, 2026.
Context: This Form 8-K reports the entry into the Third Amendment to the Business Combination Agreement (BCA) originally signed on November 19, 2025, between Blue Acquisition Corp. and Blockfusion Digital Infrastructure, Inc. (Blockfusion). The transaction involves Blue and Blockfusion becoming wholly-owned subsidiaries of a new public entity (Pubco).
Key Financial Metrics
This filing is a current report regarding a material definitive agreement and does not contain audited financial statements, revenue, profit, cash flow, or liquidity metrics for the reporting period.
- Revenue/Profit/Margins: Not provided in this filing.
- Debt/Liquidity: Not provided in this filing.
- Securities Registered: Units (BACCU), Class A ordinary shares (BACC), and Rights (BACCR) on The Nasdaq Stock Market LLC.
Material Changes and Agreement Amendments
On June 30, 2026, the parties executed the Third Amendment to the BCA, introducing the following material changes:
- Earnout Provision: Added a provision for the potential issuance of up to 9,250,000 shares of Pubco Class A common stock to certain Blockfusion stockholders (Earnout Participants).
- Earnout Conditions: Shares are issuable based on Pubco stock price thresholds over a 36-month period following the Closing Date (the Earnout Period). Issuance occurs in five tranches upon achieving volume-weighted average price targets or a change of control meeting applicable targets.
- Allocation: Earnout Shares are allocated pro rata based on Merger Consideration received at Closing. Up to 10% of issued Earnout Shares may be assigned to third parties assisting with Blockfusion's transition to AI training/inference and HPC workloads.
- Board Composition: The post-closing Pubco board of directors size is reduced from 9 members to 7 members.
Guidance, Outlook, and Risks
Management Commentary and Outlook: The filing references a joint press release and investor call discussing Blockfusion's business developments and the proposed combination. The strategic focus includes transitioning Blockfusion's business model to support AI training, inference workloads, and other High-Performance Computing (HPC) applications.
Risks and Contingencies: The filing includes extensive forward-looking statement disclaimers and highlights significant risks, including:
- Failure to complete the Business Combination in a timely manner or at all.
- Failure to satisfy closing conditions, including shareholder approval.
- High levels of redemptions by Blue's public shareholders, potentially affecting liquidity and listing status.
- Regulatory, legal, and technical uncertainties regarding cryptocurrencies and data center infrastructure.
- Operational challenges in executing the transition to HPC and AI workloads.
- Dilutive effects of securities issuance.
Unusual Items: None explicitly identified beyond the standard SPAC merger risks and the specific earnout structure.
Investor Verification Checklist
- Verify the specific price thresholds and tranche structures for the 9,250,000 Earnout Shares in the full text of the Third Amendment (Exhibit 2.1).
- Review the Preliminary Proxy Statement/Prospectus (Form S-4) for details on the merger consideration, redemption rights, and the fairness opinion.
- Assess the impact of the reduced board size (7 members) on governance and oversight of the combined entity.
- Monitor the status of the shareholder vote required to approve the Business Combination.
- Review the investor presentation (Exhibit 99.3) for updated financial projections and the timeline for the AI/HPC transition.