03/19/2026 | Press release | Distributed by Public on 03/19/2026 15:28
Item 1.01. Entry Into A Material Definitive Agreement.
As previously disclosed, on November 19, 2025, Blue Acquisition Corp., a Cayman Island exempted company ("Blue"), entered into a Business Combination Agreement (the "BCA") with Blockfusion Data Centers, Inc., a Delaware corporation ("Pubco"), Atlas I Merger Sub, a Cayman Islands exempted company ("SPAC Merger Sub"), Atlas Merger Sub, Inc., a Delaware corporation ("Company Merger Sub"), and Blockfusion USA, Inc., a Delaware corporation, ("Blockfusion" or the "Company"), pursuant to which, as of the consummation of the transactions contemplated by the BCA (the "Closing"), Blue and Blockfusion will become wholly-owned subsidiaries of Pubco, and Pubco will become a publicly traded company. The transactions contemplated by the BCA are hereinafter referred to collectively as the "Business Combination."
On March 19, 2026, Blue, Blockfusion, and Pubco entered into the First Amendment to the BCA (the "First Amendment") to amend the BCA to: (i) increase the post-Closing incentive plan from five percent (5%) of the aggregate number of shares of Pubco Common Stock (as defined in the BCA) issued and outstanding immediately after the Closing to eight percent (8%) of the aggregate number of shares of Pubco Common Stock issued and outstanding immediately after the Closing, and (ii) increase the size of the Post-Closing Pubco Board from seven (7) members to nine (9) members.
Other than as expressly modified pursuant to the First Amendment, the BCA, which was previously filed as Exhibit 2.1 to the Current Report on Form 8-K filed by Blue with the Securities and Exchange Commission (the "SEC") on November 19, 2025, remains in full force and effect as originally executed. The foregoing description of the First Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the First Amendment, a copy of which is attached as Exhibit 2.1 hereto, and the terms of which are incorporated herein by reference.
Additional Information and Where to Find It
Pubco, as registrant, and Blue, as co-registrant, filed with the Securities and Exchange Commission ("the SEC") a Registration Statement on Form S-4 (as amended or supplemented from time to time, the "Registration Statement"), which includes a preliminary proxy statement of Blue and a prospectus (the "Proxy Statement/Prospectus") in connection with the extraordinary meeting of Blue's shareholders to approve the Transactions. The definitive proxy statement and other relevant documents will be mailed to shareholders of Blue as of a record date to be established for voting on the Business Combination and other matters as described in the Proxy Statement/Prospectus. Blue, Blockfusion and/or Pubco will also file other documents regarding the Business Combination with the SEC. This Current Report on Form 8-K does not contain all of the information that should be considered concerning the Business Combination and is not intended to form the basis of any investment decision or any other decision in respect of the Business Combination. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, SHAREHOLDERS OF BLUE AND OTHER INTERESTED PARTIES ARE URGED TO READ THE PRELIMINARY PROXY STATEMENT/PROSPECTUS, AND AMENDMENTS THERETO, AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH BLUE'S SOLICITATION OF PROXIES FOR THE EXTRAORDINARY GENERAL MEETING OF ITS SHAREHOLDERS TO BE HELD TO APPROVE THE BUSINESS COMBINATION AND OTHER MATTERS AS DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT BLUE, BLOCKFUSION, PUBCO AND THE BUSINESS COMBINATION. Investors and security holders will also be able to obtain copies of the Registration Statement and the Proxy Statement/Prospectus and all other documents filed or that will be filed with the SEC by Blue and Pubco, without charge, as available, on the SEC's website at www.sec.gov or by directing a request to: Blue Acquisition Corp., 1601 Anita Lane, Newport Beach CA, 92660; or upon written request to Blockfusion Data Centers, Inc. at 447 Broadway, 2nd Floor, #538, New York, NY 10013, respectively.
NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE BUSINESS COMBINATION DESCRIBED HEREIN, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR ANY RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS CURRENT REPORT ON FORM 8-K. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.