Business Context and Reporting Period
Company: Blue Acquisition Corp. (BACC), a Cayman Islands exempted company and emerging growth company.
Reporting Date: May 6, 2026.
Event: Entry into a Material Definitive Agreement (Item 1.01). Blue Acquisition Corp. ("Blue"), Blockfusion Data Centers, Inc. ("Blockfusion"), and the proposed public company ("Pubco") entered into the Second Amendment to the Business Combination Agreement (BCA) originally dated November 19, 2025.
Key Financial Metrics
This filing is a Current Report on Form 8-K regarding a corporate transaction and does not contain audited financial statements, revenue, profit, cash flow, or liquidity metrics for the reporting period.
Transaction Specifics:
- Incentive Plan Adjustment: The post-Closing incentive plan was increased from 8% to 12% of the aggregate number of Pubco Common Stock shares issued and outstanding immediately after the Closing.
- Listing Requirements: The amendment modifies the listing exchange requirements for Pubco Class A Common Stock upon Closing.
- Timeline: The "Outside Date" (deadline for consummation) has been extended.
Material Changes Versus Prior Period
The material change reported is the execution of the Second Amendment to the BCA. Key modifications include:
- Expansion of the equity pool reserved for the post-Closing incentive plan.
- Adjustments to the required listing exchange for the combined entity.
- Extension of the deadline to complete the business combination.
Other terms of the original BCA remain in full force and effect.
Guidance, Outlook, Risks, and Contingencies
Outlook and Status: The parties are proceeding toward the Closing of the Business Combination, subject to shareholder approval and satisfaction of closing conditions. A Registration Statement on Form S-4 (including a Proxy Statement/Prospectus) has been filed with the SEC.
Material Risks and Contingencies:
- Completion Risk: The Business Combination may not be completed in a timely manner or at all, potentially affecting security prices.
- Redemption Risk: High levels of redemptions by Blue's public shareholders could reduce the public float and liquidity of the combined company.
- Listing Risk: Failure to obtain or maintain listing on a securities exchange post-closing.
- Operational and Market Risks: Risks related to the data center and high-performance computing infrastructure market, including demand fluctuations and competition.
- Regulatory and Legal Risks: Uncertainty regarding cryptocurrencies (bitcoin), regulatory delays, and potential legal proceedings.
- Shell Company Status: Risk of Pubco being considered a "shell company," which could restrict capital raising abilities.
Investor Verification Checklist
- Review the definitive Proxy Statement/Prospectus (Form S-4) for full details on the transaction terms and fairness opinions.
- Verify the specific listing exchange requirements for Pubco Class A Common Stock as amended.
- Monitor the status of shareholder approval for the Business Combination.
- Assess the impact of the increased 12% incentive plan on existing shareholder dilution.
- Check for updates on the "Outside Date" extension and any further amendments to the BCA.