Blue Acquisition Corp.

07/31/2026 | Press release | Distributed by Public on 07/31/2026 14:36

Material Agreement (Form 8-K)

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 (as amended, the "BCA") with Blockfusion Digital Infrastructure, Inc., a Delaware corporation (f/k/a Blockfusion Data Centers, Inc.) ("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 July 31, 2026, Blue, Blockfusion, and Pubco entered into the Fourth Amendment to the BCA (the "Fourth Amendment") to amend the BCA to extend the Outside Date (as defined in the BCA).

Other than as expressly modified pursuant to the Fourth Amendment, the BCA remains in full force and effect as originally executed. The foregoing description of the Fourth Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Fourth 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 Digital Infrastructure, 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.

Participants in Solicitation

Blue, Blockfusion, Pubco and their respective directors, executive officers, certain of their equity holders and other members of management and employees may be deemed under SEC rules to be participants in the solicitation of proxies from Blue's shareholders in connection with the Business Combination. A list of the names of such persons, and information regarding their interests in the Business Combination and their ownership of Blue's securities are contained in Blue's filings with the SEC, including the final prospectus for Blue's initial public offering filed with the SEC on June 12, 2025 (the "IPO Prospectus"). Additional information regarding the interests of the persons who may, under SEC rules, be deemed participants in the solicitation of proxies of Blue's shareholders in connection with the Business Combination, including the names and interests of Blockfusion's and Pubco's respective directors or managers and executive officers, is set forth in the Registration Statement on Form S-4 initially filed by Pubco and Blue with the SEC on December 8, 2025, as amended on February 9, 2026, May 1, 2026 and June 30, 2026, which includes the Proxy Statement/Prospectus. Investors and security holders may obtain free copies of these documents as described above.

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