Business Context and Reporting Period
Company: Blue Acquisition Corp. (BACC), a Cayman Islands exempted company and emerging growth company.
Reporting Date: September 21, 2026.
Event: Filing of Form 8-K to disclose the entry into the Sixth Amendment to the Business Combination Agreement (BCA) with Blockfusion Digital Infrastructure, Inc. (Pubco) and related entities. The transaction involves a merger where Blue and Blockfusion will become wholly-owned subsidiaries of Pubco, which will become a publicly traded company.
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.
Transaction-Specific Financial Terms Disclosed:
- Earnout Shares: Maximum of 15,000,000 Class A common shares of Pubco issuable to certain Blockfusion stockholders.
- Earnout Thresholds: Based on 20-day VWAPs of $13.00, $15.00, and $17.00 per share, with one-third of shares delivered upon achieving each threshold.
- Warrant Adjustment: The "CoreWeave Warrant" (originally for 2,786,624 shares at $7.6898/share) is being cancelled and replaced by a Pubco warrant for 2,870,813 shares at an exercise price of $7.4643 per share.
Material Changes Versus Prior Period
The filing details the Sixth Amendment to the BCA, executed on September 21, 2026, which modifies the original agreement and five prior amendments. Key changes include:
- Revised Earnout Structure: Increased the maximum earnout shares to 15,000,000 and adjusted the stock price thresholds to $13.00, $15.00, and $17.00.
- Exclusion of CoreWeave Warrant: The warrant issued to CoreWeave, Inc. is excluded from the "Fully-Diluted Company Shares" calculation for determining Pubco shares received at Closing.
- Warrant Conversion: The CoreWeave Warrant will be automatically cancelled prior to the Effective Time and replaced with a new warrant issued by Pubco.
Guidance, Outlook, Risks, and Contingencies
Outlook and Status: The BCA remains in full force and effect subject to the Sixth Amendment. The parties are proceeding toward a shareholder vote to approve the Business Combination. A Registration Statement on Form S-4 has been filed.
Material Risks and Contingencies:
- Completion Risk: The Business Combination may not be completed in a timely manner or at all, including failure to meet the business combination deadline.
- Redemption Risk: High levels of redemptions by Blue's public shareholders could reduce liquidity and public float.
- Regulatory and Listing Risk: Risks regarding regulatory delays, failure to obtain/maintain exchange listing, or being classified as a "shell company."
- Market and Operational Risk: Risks related to demand for data center and high-performance computing (HPC) infrastructure, competition, and cryptocurrency regulation.
- Dilution: Potential dilutive effects from the issuance of securities in connection with the transaction.
Investor Verification Checklist
- Verify the final terms of the earnout structure and the specific VWAP thresholds in the definitive Proxy Statement/Prospectus.
- Confirm the treatment of the CoreWeave Warrant and its impact on the fully-diluted share count.
- Review the Registration Statement on Form S-4 for the definitive proxy statement and fairness opinions.
- Assess the risk of shareholder redemptions and their potential impact on the post-merger capital structure.
- Monitor the status of regulatory approvals and the timeline for the shareholder vote.