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):
May 6, 2026
Blue Acquisition Corp.
(Exact name of registrant
as specified in its charter)
| Cayman Islands |
|
001-42699 |
|
99-1855000 |
(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, 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 May 6, 2026, Blue, Blockfusion, and
Pubco entered into the Second Amendment to the BCA (the “Second Amendment”) to amend the BCA to: (i) increase the post-Closing
incentive plan from eight percent (8%) of the aggregate number of shares of Pubco Common Stock (as defined in the BCA) issued and outstanding
immediately after the Closing to twelve percent (12%) of the aggregate number of shares of Pubco Common Stock issued and outstanding immediately
after the Closing, (ii) amend the listing exchange requirements for the Pubco Class A Common Stock (as defined herein) upon the Closing,
and (iii) extend the Outside Date (as defined in the BCA).
Other than as expressly modified pursuant to the
Second Amendment, the BCA remains in full force and effect as originally executed. The foregoing description of the Second Amendment does
not purport to be complete and is qualified in its entirety by reference to the full text of the Second 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.
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 Class A common stock, par value $0.0001 per share, of Pubco (“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 infrastructure decreases; challenges in implementing
Pubco’s business plan and proposed transition to a Tier 3 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, 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 |
|
Second Amendment to the Business Combination Agreement. |
| 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/ Ketan Seth |
| |
Name: |
Ketan Seth |
| |
Title: |
Chief Executive Officer |
Dated: May 7, 2026
