Blue Acqsn SEC Filings

Blue Acquisition Corp. is planning to merge with Blockfusion USA through a new holding company, Blockfusion Data Centers (Pubco), in a stock deal valued at $450,000,000. Blue will merge into a Pubco subsidiary, Blockfusion will merge into another Pubco subsidiary, and both companies will become wholly owned by Pubco, which is expected to be publicly traded. Blockfusion shareholders will receive Pubco common shares, with Class B shares carrying 20 votes each, and Blockfusion options and warrants will be converted into Pubco equity awards.

The parties aim to secure at least $100 million of additional Transaction Financing, and closing requires a minimum of $75,000,000 in available cash after redemptions and expenses, shareholder approvals, effectiveness of a Form S-4 and Nasdaq listing of Pubco Class A shares. Governance and lock-up terms include a seven-member Pubco board split between Blue and Blockfusion designees, a new equity incentive plan covering 5% of post-closing Pubco shares, six‑month lock-ups for certain holders with early release if the share price reaches $15.00, and two‑year non‑competition agreements for key Blockfusion executives. The deal can be terminated if not closed by May 31, 2026 or upon other customary failure conditions.

Blue Acquisition Corp. (BACC) has signed a Business Combination Agreement to merge with Blockfusion USA, Inc. through a new holding company, Blockfusion Data Centers, Inc. (“Pubco”), which will become the publicly traded entity. Blockfusion shareholders are slated to receive newly issued Pubco common stock valued at $450,000,000, with high-vote Pubco Class B shares (20 votes per share) going to certain Blockfusion holders and Pubco Class A shares to others.

All Blue securities will convert into substantially equivalent Pubco securities, while Blockfusion options and warrants will roll into Pubco instruments on adjusted terms. Closing requires shareholder approvals, an effective Form S-4, Nasdaq approval of Pubco Class A shares, regulatory clearances and a minimum of $75,000,000 in cash after redemptions and transaction financing efforts targeting at least $100 million. The deal can be terminated if not completed by May 31, 2026. Related support, lock-up, non-compete and registration rights agreements help secure voting support, restrict early share sales and align key insiders post-closing.

Blue Acquisition Corp. (BACC) announced that it has signed a Business Combination Agreement to merge with Blockfusion through a newly formed holding company, Blockfusion Data Centers, Inc. (“Pubco”). At closing, a Cayman merger sub will merge into Blue and a Delaware merger sub will merge into Blockfusion, so that both Blue and Blockfusion become wholly owned subsidiaries of Pubco, which is expected to be a publicly traded company.

Blockfusion preferred stock will be converted into two classes of Blockfusion common stock before the merger, and Blockfusion shareholders will receive Pubco common shares, including Pubco Class B shares that carry 20 votes per share but the same economic rights as Pubco Class A. Blue and Pubco plan to file a Form S-4 with a proxy statement/prospectus so Blue shareholders can vote on the deal, and the filing highlights numerous closing conditions and risk factors, including redemption levels, listing approvals, and cryptocurrency-related regulatory and market risks.

Blue Acquisition Corp. (BACC) has signed a definitive Business Combination Agreement with Blockfusion to create a new publicly traded parent company, Blockfusion Data Centers, Inc. (“Pubco”). The deal uses a dual‑merger structure: a Cayman merger will combine Blue with a Pubco subsidiary, and a Delaware merger will combine Blockfusion with another Pubco subsidiary, leaving both Blue and Blockfusion as wholly owned Pubco subsidiaries.

Blockfusion’s existing preferred stock will convert into two classes of Blockfusion common stock before closing, which will then be exchanged for two classes of Pubco common stock. Holders of Blockfusion Series A shares will receive Pubco Class A common stock, while holders of Series B shares will receive Pubco Class B common stock, which carry 20 votes per share but the same economic rights as Class A. An investor presentation and press release describing the transaction have been released, and a Form S‑4 with a proxy statement/prospectus will be filed for Blue shareholders to vote on the business combination.

Blue Acquisition Corp. (BACC) filed its quarterly report for the period ended September 30, 2025. The SPAC closed its IPO on June 16, 2025, selling 20,125,000 units at $10.00 each for gross proceeds of $201,250,000. Funds were placed in a trust account; cash and marketable securities in trust totaled $203,677,270 as of September 30.

The company reported quarterly net income of $1,879,085, largely from $2,106,133 of income earned on trust investments, against operating expenses of $239,398. Cash outside the trust was $1,045,403 with working capital of $1,061,429. A $7,043,750 deferred underwriting fee remains contingent on completing a business combination.

Management states there is substantial doubt about the company’s ability to continue as a going concern within one year from issuance. Public shareholders may redeem their shares in connection with a business combination or certain charter amendments. Each unit includes one Class A share and a right; ten rights convert into one Class A share upon closing of the initial business combination.