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): September
25, 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
7.01 Regulation FD Disclosure.
Attached
as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference is an updated investor presentation
(the “Updated Investor Presentation”) that has been used by Blue Acquisition Corp., a Cayman Islands exempted
company (“Blue”) and Blockfusion USA, Inc., a Delaware corporation (“Blockfusion”),
in connection with the transactions contemplated by the Business Combination Agreement dated November 19, 2025, as amended by the First
Amendment to the Business Combination Agreement on March 19, 2026, the Second Amendment to the Business Combination Agreement on May
6, 2026, the Third Amendment to the Business Combination Agreement on June 30, 2026, the Fourth Amendment to the Business Combination
Agreement on July 31, 2026, the Fifth Amendment to the Business Combination Agreement on September 2, 2026, and the Sixth Amendment to
the Business Combination Agreement on September 21, 2026 (and as it may be further amended or supplemented from time to time, the “BCA”)
by and among Blue, 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, pursuant to which,
as of the consummation of the transactions contemplated by the BCA, Blue and Blockfusion will become wholly-owned subsidiaries of Pubco,
and Pubco will become a publicly traded company. The Updated Investor Presentation supersedes in all respects the earlier version of
an investor presentation previously furnished and attached as Exhibit 99.1 to a Current Report on Form 8-K filed by Blue with the United
States Securities and Exchange Commission (“SEC”) on June 30, 2026.
The
Updated Investor Presentation is intended to be furnished and shall 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 shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities
Act”), except as expressly set forth by specific reference in such filing.
Additional
Information and Where to Find It
Pubco,
as registrant, and Blockfusion, 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 Business Combination. 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, June 30, 2026 and September 23, 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 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 |
| 99.1 |
|
Investor Presentation, dated September 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:
September 25, 2026
