Blockfusion, Owner-Operator of a Strategically Located Clean Energy-Powered Data Center, to Go Public via Business Combination with Blue Acquisition Corp.
Blockfusion (to trade via Blue Acquisition Corp, Nasdaq: BACC) will combine with Blue Acquisition to form Blockfusion Data Centers, Inc., reflecting a $450 million pre‑money equity value (implied $480 million enterprise value) and targeting a first‑half 2026 close. The company operates a clean energy‑powered Niagara Facility with 46 MW energized today and plans to expand to >100 MW of Tier 3 capacity supporting 200 kW per rack GPU workloads.
Blue Acquisition holds ~$204 million in trust; the deal aims to deliver ~$200 million to the go‑forward business via trust retention and PIPE. Management projects up to $128M revenue / $75M EBITDA by 2028 and $209M revenue / $132M EBITDA by 2030, excluding capital expenditures and contingent on capital access and customer offtake.
Blockfusion (per negoziare tramite Blue Acquisition Corp, Nasdaq: BACC) si fonderà con Blue Acquisition per formare Blockfusion Data Centers, Inc., riflettendo una valutazione azionaria pre-money di 450 milioni di dollari (enterprise value implicito di 480 milioni di dollari) e puntando a una chiusura nel primo semestre del 2026. L'azienda gestisce un impianto Niagara alimentato da energia pulita con 46 MW già energizzati e prevede di espandersi a 100 MW di capacità Tier 3 che supporta carichi GPU di 200 kW per rack.
Blue Acquisition detiene circa 204 milioni di dollari in trust; l'operazione mira a fornire circa 200 milioni di dollari all'attività futura tramite retention nel trust e PIPE. La direzione prevede fino a 128 milioni di dollari di ricavi / 75 milioni di EBITDA entro il 2028 e 209 milioni di dollari di ricavi / 132 milioni di EBITDA entro il 2030, escludendo investimenti in capitale e subordinata all'accesso al capitale e all'acquisto da parte dei clienti.
Blockfusion (para negociar a través de Blue Acquisition Corp, Nasdaq: BACC) se fusionará con Blue Acquisition para formar Blockfusion Data Centers, Inc., reflejando una valoración de capital pre-money de 450 millones de dólares (valor empresarial implícito de 480 millones de dólares) y buscando un cierre en la primera mitad de 2026. La compañía opera una instalación Niagara alimentada por energía limpia con 46 MW energizados hoy y planea expandirse a 100 MW de capacidad Tier 3 que soporta cargas de GPU de 200 kW por rack.
Blue Acquisition mantiene ~204 millones de dólares en confianza; el acuerdo pretende entregar ~200 millones de dólares a la empresa en marcha mediante retención en la confianza y PIPE. La gerencia proyecta hasta 128 M USD de ingresos / 75 M USD de EBITDA para 2028 y 209 M USD de ingresos / 132 M USD de EBITDA para 2030, excluyendo gastos de capital y sujeto al acceso a capital y a la demanda de los clientes.
Blockfusion(Blue Acquisition Corp를 통해 거래, 나스닥: BACC)는 Blue Acquisition과 합병하여 Blockfusion Data Centers, Inc.를 설립하며, 사전 자본 가치 4.5억 달러를 반영하고(잠재 기업 가치 4.8억 달러) 2026년 상반기 마감을 목표로 합니다. 이 회사는 청정 에너지원으로 구동되는 나이아가라 시설을 운영하며 오늘 46 MW가 이미 가동 중이고 Tier 3 용량을 100 MW까지 확장할 계획이며 rack당 200 kW의 GPU 워크로드를 지원합니다.
Blue Acquisition은 신탁에 약 2.04억 달러를 보유하고 있으며, 거래는 신탁 유지 및 PIPE를 통해 약 2.0억 달러를 경영진의 차후 사업에 전달하는 것을 목표로 합니다. 경영진은 2028년까지 1.28억 달러 매출 / 7500만 달러 EBITDA, 2030년까지 2.09억 달러 매출 / 1.32억 달러 EBITDA를 예상하되, 자본 지출과 자금 조달 접근성 및 고객 수요에 의존합니다.
Blockfusion (à négocier via Blue Acquisition Corp, Nasdaq: BACC) se fusionnera avec Blue Acquisition pour former Blockfusion Data Centers, Inc., reflétant une valorisation pré-money de 450 millions de dollars (valeur d’entreprise implicite de 480 millions de dollars) et visant une clôture au premier semestre 2026. L’entreprise exploite une installation Niagara alimentée par énergie propre avec 46 MW déjà mis sous tension et prévoit d’étendre à 100 MW de capacité Tier 3 soutenant des charges GPU de 200 kW par rack.
Blue Acquisition détient environ 204 millions de dollars en fiducie ; l’accord vise à livrer environ 200 millions de dollars à l’activité à venir via la rétention en fiducie et le PIPE. La direction prévoit jusqu’à 128 M$ de revenus / 75 M$ d’EBITDA d’ici 2028 et 209 M$ de revenus / 132 M$ d’EBITDA d’ici 2030, hors dépenses d’investissement et sous réserve de l’accès au capital et de l’achalandage.
Blockfusion (zum Handel über Blue Acquisition Corp, Nasdaq: BACC) wird mit Blue Acquisition fusionieren, um Blockfusion Data Centers, Inc. zu bilden, was eine Pre-Money-Bewertung von 450 Millionen USD (impliziter Enterprise Value von 480 Millionen USD) widerspiegelt und einen Abschluss in der ersten Hälfte 2026 anstrebt. Das Unternehmen betreibt eine mit sauberer Energie betriebene Niagara-Anlage, die heute 46 MW aktiviert hat und plant, auf 100 MW Tier-3-Kapazität zu erweitern, die 200 kW pro Rack GPU-Workloads unterstützt.
Blue Acquisition hält etwa 204 Millionen USD im Trust; der Deal zielt darauf ab, ca. 200 Millionen USD in das fortzuführende Geschäft durch Trust-Retention und PIPE zu übertragen. Das Management rechnet bis 2028 mit 128 Mio. USD Umsatz / 75 Mio. USD EBITDA und bis 2030 mit 209 Mio. USD Umsatz / 132 Mio. USD EBITDA, exklusive CAPEX und abhängig vom Kapitalzugang sowie vom Abnahmevolumen der Kunden.
Blockfusion (للتداول عبر Blue Acquisition Corp، ناسداك: BACC) ستندمج مع Blue Acquisition لتشكيل Blockfusion Data Centers, Inc.، مع عكس تقييم مسبق المال بقيمة 450 مليون دولار (قيمة الشركة المؤثرة 480 مليون دولار) وتستهدف إغلاقاً في النصف الأول من 2026. تشغّل الشركة منشأة نياغارا تعمل بالطاقة النظيفة مع 46 MW مُفعّلة اليوم وتخطط لتوسيعها إلى 100 MW من سعة Tier 3 تدعم عبئ عمل GPU بقوة 200 kW لكل رف.
يمتلك Blue Acquisition نحو 204 ملايين دولار في الثقة؛ تهدف الصفقة إلى توفير نحو 200 مليون دولار للأعمال المستقبلية عبر احتفاظ الثقة وPIPE. تتوقع الإدارة حتى 128 مليون دولار من الإيرادات / 75 مليون دولار EBITDA بحلول 2028 و 209 ملايين دولار من الإيرادات / 132 مليون دولار EBITDA بحلول 2030، باستثناء رأس المال والتابعة لمدى وصول رأس المال وشراء العملاء.
- Pre‑money equity value of $450M (implied EV $480M)
- Existing 46 MW energized today with plan for >100 MW Tier 3 capacity
- Targeted proceeds of ~$200M at closing via trust retention and PIPE
- Forecasted revenue of $128M and EBITDA $75M by 2028
- Revenue/EBITDA forecasts exclude capital expenditures
- Execution timeline (Tier 3 in 18–20 months) is contingent on capital access and securing offtake
- Deal funding depends on PIPE and trust retention, not yet completed
- The surge in demand for HPC and AI compute is driving demand for data center capacity across the industry. Blockfusion's Niagara Facility has become a sought-after location for customers pursuing high-density HPC/AI deployments. Blockfusion is responding to this demand by upgrading and expanding an already powered and operational facility into a next-generation data center built for GPU-driven workloads.
- Blockfusion's owned and operated Niagara Facility, sitting in NYISO Zone-A, is a clean energy-powered data center that can transport data within approximately 1 millisecond to
Toronto , and 3.75 milliseconds to bothNew York City andBoston . The campus straddles a strategic cross-border power and fiber corridor, surrounded by major HPC and semiconductor companies including Tesla, Yahoo!, and Micron Technology, all concentrated inNew York's SMART I-Corridor innovation hub. - Blockfusion currently deploys approximately 46 Tier 1 MWs, with plans to transition to over 100 MWs of Tier 3 capacity on its campus to support next-generation AI workloads. Following expansion guided by leading data center architectural and engineering partners Gensler, JB&B and Thornton Tomasetti, Blockfusion's already zoned and designed expansion will support power density of 200KW per rack.
- Blockfusion's management team brings more than 100 years of combined experience in data center infrastructure. In addition, director nominee Aber Whitcomb (CEO of Salt AI, and co-founder and director of Core Scientific (Nasdaq: CORZ)) is expected to join the post-closing public company board.
- Blockfusion intends to implement its high-performance (HPC)/AI upgrade plans on an accelerated basis relative to greenfield sites and certain non-powered competitors, leveraging existing power access, diligenced expansion opportunities and disciplined execution strategies to meet increasing GPU demands.
- The proposed Business Combination with Blue Acquisition attributes a
$450 million - Blue Acquisition currently has approximately
$204 million - Through trust retention and potential financing transactions -expected to include a common equity PIPE - the parties seek to deliver
$200 million - Blockfusion management estimates that the post-HPC/AI transition business may generate as much as
$128M $75M $209M $132M
The terms of the proposed transaction (the "Business Combination" or "Transaction") include the expected delivery at Closing to former Company security holders of newly‑issued Pubco securities with an aggregate value equal to
Founded in 2019 by Alex Martini-Lo Manto, Blockfusion's CEO, and Kant Trivedi, Blockfusion's COO, Blockfusion owns and operates a
Blockfusion delivers clean, reliable and production-ready power and infrastructure with 46MWs currently energized and operating. The Company supports customers running power-and compute-intensive workloads that demand predictable performance, near-perfect uptime and resilient network connectivity.
The Company is transitioning to become a next-generation HPC/AI data center in accordance with detailed development plans (the "HPC/AI Development Plan") already prepared over a 20-month period alongside industry-leading architectural, design and engineering partners. Blockfusion's current access to power, fiber and approved zoning are expected to provide significant time-to-market advantages over greenfield projects and Blockfusion's contemplated goal is to provide Tier 3 power to colocation customers within 18-20 months from funded building activities, subject to capital access; securing long-term colocation leasing clients; construction execution; and other factors. Following full implementation, Blockfusion expects to host AI/HPC workloads with 200KW compute loads per GPU rack totaling over 100 MW of Tier 3 capacity.
Blockfusion Co-Founder and Chief Executive Officer Alex Martini-Lo Manto said, "Blockfusion was built to deliver dependable, cost-efficient compute at scale. We converted a retired coal facility into a clean energy-powered data center and showed we can execute complex infrastructure projects with accuracy and discipline. That capability lines up with what the AI market needs as demand for power and high-density capacity accelerates." Martini-Lo Manto added, "We run a strategically positioned platform with a seasoned team, and believe we have a clear path to bringing additional low-cost capacity online. Customers want stability, clean energy and predictable economics. We believe we're positioned to deliver all three and expect to expand our footprint as the industry continues its build-out. We believe partnering with Blue Acquisition will accelerate that journey."
The Blue Acquisition team is led by Ketan Seth, Blue Acquisition's CEO, with over 25 years in investment banking and capital markets experience across the energy and fintech sectors alongside Blue Acquisition Chairman Wesley Clark, four-star general (ret.) and former supreme commander of NATO.
Ketan Seth said, "Following our IPO, and through the extensive network within the Blue Acquisition team, we evaluated numerous qualified companies throughout the sector. Blockfusion stood out immediately. In our view, it represents a compelling opportunity to develop and bring to the public markets a strategically positioned platform transitioning into a high-performance, next-generation AI data center."
The boards of directors of both Blockfusion and Blue Acquisition have approved the Business Combination, which is expected to close in the first half of 2026, subject to approval by Blue Acquisition shareholders and Blockfusion stockholders, and the satisfaction or waiver of customary closing conditions. Upon the closing of the Business Combination, the post-Closing entity will be named Blockfusion Data Centers, Inc., and its common stock and public warrants are expected to be listed on The Nasdaq Stock Market LLC ("Nasdaq").
For a summary of the material terms of the transaction, as well as a copy of the business combination agreement and investor presentation, please see the Current Report on Form 8-K to be filed by Blue Acquisition with the
Investor Presentation
Blockfusion and Blue Acquisition will host a joint investor presentation today at 10:30am ET to discuss the Business Combination, a transcript of which will be made publicly available after such call.
Advisors
BTIG, LLC and Roberts & Ryan, Inc. are serving as co-placement agents and capital markets advisors to Blue Acquisition. Ellenoff Grossman & Schole LLP is serving as
Riveron Consulting LLC is serving as the investor relations advisor on the transaction.
About Blockfusion
Blockfusion is a
About Blue Acquisition
Blue Acquisition is a
Additional Information and Where to Find It
In connection with the Business Combination, Pubco and Blockfusion intend to file with the
BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, SHAREHOLDERS OF BLUE ACQUISITION AND OTHER INTERESTED PARTIES ARE URGED TO READ THE PRELIMINARY PROXY STATEMENT/PROSPECTUS, AND AMENDMENTS THERETO, AND, WHEN AVAILABLE, THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH BLUE ACQUISITION'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 ACQUISITION, BLOCKFUSION, PUBCO AND THE BUSINESS COMBINATION.
Investors and security holders will also be able to obtain copies of the Registration Statement, the Proxy Statement/Prospectus and all other documents filed or that will be filed with the SEC by Blue Acquisition and Pubco, without charge, once available, on the SEC's website at www.sec.gov, or by directing a request to: Blue Acquisition Corp., 1601 Anita Lane,
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 COMMUNICATION. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
Participants in Solicitation
Blue Acquisition, 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 Acquisition'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 Acquisition's securities are, or will be, contained in Blue Acquisition's filings with the SEC, including the final prospectus for Blue Acquisition'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 Acquisition'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, will be set forth in the Registration Statement and Proxy Statement/Prospectus, which is expected to be filed by Pubco and Blockfusion with the SEC. Investors and security holders may obtain free copies of these documents as described above.
No Offer or Solicitation
This communication and the information contained herein is for informational purposes only and is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential transactions and shall not constitute an offer to sell or exchange, or a solicitation of an offer to buy or exchange the securities of Blue Acquisition, Blockfusion or Pubco, or any commodity or instrument or related derivative of Blue Acquisition or Pubco, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, sale or exchange would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended (the "Securities Act") or an exemption therefrom. Investors should consult with their counsel as to the applicable requirements for a purchaser to avail itself of any exemption under the Securities Act.
Forward-Looking Statements
This communication contains certain forward-looking statements within the meaning of the
The foregoing list of risk factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the "Risk Factors" section of the IPO Prospectus, Blue Acquisition's Quarterly Reports on Form 10-Q and Blue Acquisition's Annual Reports on Form 10-K that will be filed by Blue Acquisition from time to time, the Registration Statement that will be filed by Pubco and Blue Acquisition and the Proxy Statement/Prospectus contained therein, and other documents that have been or will be filed by Blue Acquisition and Pubco from time to time with the SEC, including the registration statement on Form S-4 the parties expect to file with the SEC in connection with the Business Combination (the "Registration Statement"). These filings do or will identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. There may be additional risks that neither Blue Acquisition nor Pubco presently know or that Blue Acquisition and Pubco currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements.
Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and each of Blue Acquisition, Blockfusion, and Pubco assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither Blue Acquisition, Blockfusion, nor Pubco gives any assurance that any of Blue Acquisition, Blockfusion or Pubco will achieve their respective expectations. The inclusion of any statement in this communication does not constitute an admission by Blue Acquisition, Blockfusion or Pubco or any other person that the events or circumstances described in such statement are material.
Operating and Financial Forecasts
This press release contains certain financial and operating forecasts, including statements regarding the future potential business of Blockfusion following the Company's implementation of its HPC/AI business transaction plans (the "Blockfusion HPC/AI Business"). All such statements with regard to the future potential Blockfusion HPC/AI Business are speculative and forward-looking, and actual results that may be associated with the Blockfusion HPC/AI Business, if established, may be different, perhaps significantly, than management's current plans, expectations and estimates. All statements in this press release with regard to the Blockfusion HPC/AI Business are based on unaudited forecasts, which take into account numerous assumptions, some or all of which may prove inaccurate. Certain of these assumptions are briefly described in this communication but there are many other assumptions incorporated into the forecasts, all of which have associated risks and uncertainties, as will be further described in the forthcoming public filings to be made in connection with the transaction, including in the Registration Statement. Among these assumptions are assumptions related to Blockfusion's ability to access material amounts of capital (including estimated
Industry and Market Data
This communication includes market data and other statistical information from third-party industry publications and sources as well as from research reports prepared for other purposes. None of the companies identified in this communication nor any of their respective representatives has independently verified the accuracy or completeness of this information and cannot assure you of the data's accuracy or completeness. Some data are also based on the Company's good faith estimates, which are derived from both internal sources and the third-party sources. None of the transaction parties nor any of their representatives make any representation or warranty with respect to the accuracy of such information and Blue Acquisition, Pubco and the Company each expressly disclaim any responsibility or liability for any damages or losses in connection with the use of such information herein.
Non-GAAP Financial Measures
This press release includes certain financial measures not presented in accordance with generally accepted accounting principles ("GAAP"), including, but not limited to, earnings before interest, taxes, depreciation and amortization ("EBITDA") and other metrics or measures related to the future potential Blockfusion HPC/AI Business, following the Company's transition, assuming such plans are executed in accordance with Company management expectations (as further described above under "Operating and Financial Forecasts"). Note that other companies may calculate non-GAAP financial measures differently, and, therefore, such financial measures may not be directly comparable to similarly titled measures of other companies. Further, these non-GAAP financial measures are not measures of financial performance in accordance with GAAP and may exclude items that are significant in understanding and assessing Blockfusion's financial results or the potential future results of the Blockfusion HPC/AI Business after the Company's anticipated transition to become an HPC/AI data center. Therefore, these measures, and other measures that are calculated using such non-GAAP measures, should not be considered in isolation or as an alternative to net income, cash flows from operations or other measures of profitability, liquidity or performance under GAAP. You should be aware that Blockfusion's and Blue Acquisition's presentation of these measures may not be comparable to similarly titled measures used by other companies.
Contacts:
Investor and Media Relations
April Scee
april.scee@riveron.com
All Other Inquiries:
info@blueaquisition.com
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FAQ
What value does Blockfusion bring to the public market under BACC?
How much powered capacity does Blockfusion's Niagara Facility have today and what is the expansion target?
What pro forma financing will be available to Blockfusion at closing of the BACC deal?
What near‑term revenue and EBITDA does Blockfusion project after the AI/HPC transition?
What performance density will Blockfusion support for GPU racks after expansion?
