UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): June 30, 2026
Blue
Acquisition Corp.
(Exact
name of registrant as specified in its charter)
| Cayman
Islands |
|
001-42699 |
|
98-1855000 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
1601
Anita Lane
Newport
Beach CA, 92660-4803
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: 646-543-5060
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☒ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange
on which registered |
| Units,
each consisting of one Class A ordinary share and one right |
|
BACCU |
|
The
Nasdaq Stock Market LLC |
| Class
A ordinary shares, par value $0.0001 per share |
|
BACC |
|
The
Nasdaq Stock Market LLC |
| Rights,
each right entitling the holder to receive one-tenth (1/10) of one Class A ordinary share upon the consummation of an initial
business combination |
|
BACCR |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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 by the First Amendment to the Business Combination Agreement, dated as of March 19, 2026 and the Second
Amendment to the Business Combination Agreement, dated as of May 6, 2026, and as may be further amended and/or restated from time to time,
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, Atlas Merger Sub, Inc., a Delaware corporation,
and Blockfusion USA, Inc., a Delaware corporation, (“Blockfusion”), 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 June 30, 2026, the parties
to the BCA entered into the Third Amendment to the BCA (the “Third Amendment”), which amends the BCA to: (i)
add an earnout provision for the potential issuance of up to an aggregate maximum amount of 9,250,000 shares of Pubco Class A common stock
of Pubco (the “Pubco Class A Common Stock”) to certain Blockfusion stockholders (the “Earnout Participants”)
based on the Pubco Class A Common Stock meeting certain price thresholds during the period beginning on the closing date of the Business
Combination (the “Closing Date”) and ending on the date that is thirty-six (36) months after the Closing Date
(the “Earnout Period”), and (ii) decrease the size of the post-closing Pubco board of directors from (9) members
to (7) members.
The Earnout Shares, if issued,
will be allocated among the Earnout Participants on a pro rata basis based on their respective ownership of the Merger Consideration received
at Closing. Ten percent (10%) of the Earnout Shares issued to the Earnout Participants may be assigned, transferred or otherwise delivered
to third parties assisting with Blockfusion’s Blockfusion’s transitioning of its business model to support AI training and
inference workloads and other HPC applications.
The Third Amendment provides,
among other things, that the Earnout Shares will be issued in five tranches upon the achievement of certain price targets based upon the
volume weighted average price of the Pubco Class A Common Stock, or upon a change of control of Pubco for an implied per share price that
meets the applicable price target.
Other than as expressly modified
pursuant to the Third Amendment, the BCA remains in full force and effect as originally executed. The foregoing description of the Third
Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Third Amendment, a copy
of which is attached as Exhibit 2.1 hereto, and the terms of which are incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On June 30, 2026, Blue and
Blockfusion issued a joint press release announcing certain business developments of Blockfusion. A copy of the press release is furnished
herewith as Exhibit 99.1 and incorporated by reference herein.
On June 30, 2026, Blue held
an investor call to discuss the recent Blockfusion business developments and the proposed Business Combination. A copy of the script for
the conference call is furnished herewith as Exhibit 99.2.
An updated investor presentation
that has been used by Blue and Blockfusion in connection with the investor call is furnished herewith as Exhibit 99.3.
The information in this Item
7.01, including Exhibit 99.1, 99.2 and 99.3, attached hereto will not be deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of
that section, nor be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities
Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing.
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 and May 1, 2026, which includes the Proxy Statement/Prospectus. Investors and security holders may obtain
free copies of these documents as described above.
No Offer or Solicitation
This Current Report on Form 8-K 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, Blockfusion or Pubco, or any commodity or instrument or related derivative
of Blue or Pubco, nor shall there be any sale of any such securities, commodities, instruments or related derivatives 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, commodities, instruments or derivatives 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 Current Report on Form 8-K contains certain
forward-looking statements within the meaning of the U.S. federal securities laws with respect to the Business Combination involving Pubco,
Blockfusion, and Blue, including expectations, hopes, beliefs, intentions, plans, prospects, financial results or strategies regarding
Blockfusion, Pubco, Blue and the Business Combination, statements regarding the anticipated benefits and timing of the completion of the
Business Combination, the assets that may be held by Blockfusion and Pubco and the value thereof, Pubco’s listing on any securities
exchange, the anticipated business of Pubco, plans and use of proceeds, objectives of management for future operations of Pubco, the upside
potential and opportunity for investors, Pubco’s plan for value creation and strategic advantages, market size and growth opportunities,
regulatory conditions, technological and market trends, future financial condition and performance and expected financial impacts of the
Business Combination, the satisfaction of closing conditions to the Business Combination and the level of redemptions of Blue’s
public shareholders, and Pubco’s expectations, intentions, strategies, assumptions or beliefs about future events, results of operations
or performance or that do not solely relate to historical or current facts. These forward-looking statements generally are identified
by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,”
“strategy,” “future,” “opportunity,” “potential,” “plan,” “may,”
“should,” “will,” “would,” “will be,” “will continue,” “will likely
result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events
or conditions that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors
could cause actual future events to differ materially from the forward-looking statements in this communication, including, but not limited
to: the risk that the Business Combination may not be completed in a timely manner or at all, which may adversely affect the price of
Blue’s securities; the risk that the Business Combination may not be completed by Blue’s business combination deadline; the
failure by the parties to satisfy the conditions to the consummation of the Business Combination, including the approval of Blue’s
shareholders; failure to realize the anticipated benefits of the Business Combination; the level of redemptions of the Blue’s public
shareholders which may reduce the public float of, reduce the liquidity of the trading market of, and/or maintain the quotation, listing,
or trading of the Class A ordinary shares of Blue or the shares of Pubco Class A Common Stock to be listed in connection with the Business
Combination; the insufficiency of the third-party fairness opinion for the board of directors of Blue in determining whether or not to
pursue the Business Combination; the failure of Pubco to obtain or maintain the listing of its securities on any securities exchange after
the Closing of the Business Combination; risks associated with Blue, Blockfusion and Pubco’s ability to consummate the Business
Combination timely or at all, including in connection with potential regulatory delays or impediments, costs related to the Business Combination
and as a result of becoming a public company; changes in business, market, financial, political and regulatory conditions; risks relating
to Pubco’s anticipated operations and business; risks related to increased competition in the industries in which Pubco will operate;
risks relating to significant legal, commercial, regulatory, tax and technical uncertainty regarding bitcoin and other cryptocurrencies;
risks related to the ability of Blockfusion and Pubco to execute their business plans; the risk that demand for data center and high-performance
computing (“HPC”) infrastructure decreases; challenges in implementing Pubco’s business plan and proposed
transition to a HPC and Artificial Intelligence workload data center due to operational and other challenges, significant competition
and regulation; risks associated with the possibility of Pubco being considered to be a “shell company” by any stock exchange
on which Pubco Class A Common Stock will be listed or by the SEC, which may impact Pubco’s ability to list Pubco Class A Common
Stock and restrict reliance on certain rules or forms in connection with the offering, sale or resale of securities, which could impact
materially the time, cost and ability of Pubco to raise capital after the Closing of the Business Combination; the outcome of any potential
legal proceedings that may be instituted against Pubco, Blockfusion, Blue or others in connection with or following announcement of the
Business Combination; the dilutive effects on shareholders of the issuances of securities in connection with the proposed Business Combination
and associated financing transactions; and those risk factors discussed in documents that Pubco and/or Blue filed, or that will be filed,
including those set forth in the Registration Statement filed with the SEC in connection with the Business Combination.
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’s Quarterly Reports on Form 10-Q and Blue’s Annual Reports on Form 10-K that will be filed
by Blue from time to time, the Registration Statement filed by Pubco and Blue, including the Proxy Statement/Prospectus contained therein,
and other documents that have been or will be filed by Blue and Pubco from time to time with the SEC. 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 nor Pubco presently know or that Blue 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, 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, Blockfusion, nor Pubco gives any assurance that any of Blue, Blockfusion or Pubco will achieve
their respective expectations. The inclusion of any statement in this Current Report on Form 8-K does not constitute an admission by Blue,
Blockfusion or Pubco or any other person that the events or circumstances described in such statement are material.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 2.1 |
|
Third Amendment to the Business Combination Agreement. |
| 99.1 |
|
Press Release dated June 30, 2026. |
| 99.2 |
|
Transcript of Investor Call held on June 30, 2026. |
| 99.3 |
|
Investor Presentation, dated June 2026. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
Blue Acquisition Corp. |
| |
|
|
| |
By: |
/s/ David Bauer |
| |
Name: |
David Bauer |
| |
Title: |
Interim Chief Executive Officer |
| Dated: June 30, 2026 |
|
|
