On November 3, 2026, Blue
Acquisition Corp, a Cayman Islands exempted company (the “Company”), issued an unsecured promissory note (the “Note”)
to Dario Dino Ferrari, a member of the Company’s board of directors (the “Payee”), in total principal amount
of $50,000. The proceeds of the Note, which may be drawn from time to time prior to the Maturity Date (as defined below), will be used
by the Company for working capital purposes.
The
Note bears no interest and is due and payable upon the earlier of (i) the consummation of the Company’s initial business combination
(the “Business Combination”) and (ii) the date of liquidation of the Company (such earlier date, the “Maturity
Date”). In the event that the Company does not consummate a Business Combination, the Note will be repaid only from amounts
remaining outside of the Company’s trust account established in connection with the Company’s initial public offering of its
securities (the “IPO”), if any.
The
foregoing description is qualified in its entirety by reference to the Note, a form of which is attached as Exhibit 10.1 hereto and is
incorporated herein by reference.
The
disclosure is contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.
(d) Exhibits.
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.
Exhibit 99.1
THIS PROMISSORY NOTE (“NOTE”) HAS
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT
ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN
OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
PROMISSORY NOTE
Principal Amount: Up to $50,000
| Dated as of November 3, 2026 |
Newport Beach, CA |
Blue Acquisition Corp., a Cayman Islands exempted
company (the “Maker”), promises to pay to the order of Dario Dino Ferrari or his assigns or successors in interest
(the “Payee”), or order, the principal sum of up to $50,000 in lawful money of the United States of America, on the
terms and conditions described below. All payments on this Note shall be made by check or wire transfer of immediately available funds
or as otherwise determined by the Maker to such account as the Payee may designate by written notice in accordance with the provisions
of this Note.
1. Principal. The principal balance
of this Note shall be due and payable by the Maker (such date, the “Maturity Date”), subject to Section 12 below,
upon the earlier of (a) the consummation of the Maker’s proposed initial business combination (the “Business
Combination”) with Blockfusion USA, Inc., a Delaware corporation, pursuant to that Business Combination Agreement, dated
as of November 19, 2025, as amended on each of March 19, 2026, May 6,2026, June 30, 2026, July 31, 2026, September 2, 2026 and
September 21, 2026, by and among the Maker, Blockfusion, among other parties, and (b) the date of the liquidation of the Maker.
2. Interest. No interest shall accrue
on the unpaid principal balance of this Note.
3. Drawdown Requests. The Maker and
the Payee agree that the Maker may request up to $50,000 hereunder for costs reasonably related to the Maker’s working capital
needs prior to the consummation of the Business Combination. The principal of this Note may be drawn down from time to time prior to
the date on which the Maker consummates a Business Combination, upon request from the Maker to the Payee (each, a “Drawdown
Request”) in such amounts as the Maker may determine in its discretion. The Payee shall fund each Drawdown Request no
later than [five (5)] business days after receipt of a Drawdown Request; provided, however, that the maximum amount of
drawdowns collectively under this Note is the Maximum Loan Amount. Once an amount is drawn down under this Note, it shall not be
available for future Drawdown Requests even if prepaid. No fees, payments or other amounts shall be due to the Payee in connection
with, or as a result of, any Drawdown Request by the Maker.
4. Application of Payments. All
payments received by the Payee pursuant to this Note shall be applied first to payment in full of any costs incurred in the
collection of any sum due under this Note, including, without limitation,reasonable attorneys’ fees, and then to the payment
in full of any late charges and finally to the reduction of the unpaid principal balance of this Note.
5. Events of Default. The following
shall constitute an event of default (“Event of Default”):
(a) Failure to Make
Required Payments. Failure by the Maker to pay the principal amount due pursuant to this Note within one (1) business day of the
Maturity Date.
(b) Voluntary
Bankruptcy, Etc. The commencement by the Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization,
rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator,
assignee, trustee, custodian, sequestrator (or other similar official) of the Maker or for any substantial part of its property, or
the making by it of any assignment for the benefit of creditors, or the failure of the Maker generally to pay its debts as such
debts become due, or the taking of corporate action by the Maker in furtherance of any of the foregoing.
(c) Involuntary Bankruptcy, Etc. The entry of
a decree or order for relief by a court having jurisdiction in the premises in respect of the Maker in an involuntary case under any applicable
bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar
official) of the Maker or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the
continuance of any such decree or order unstayed and in effect for a period of sixty (60) consecutive days.
6. Remedies.
(a) Upon the occurrence of an Event of Default
specified in Section 5(a) hereof, the Payee may, by written notice to the Maker, declare this Note to be due immediately and payable,
whereupon the unpaid principal amount of this Note, and all other amounts payable hereunder, shall become immediately due and payable
without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein
or in the documents evidencing the same to the contrary notwithstanding.
(b) Upon the occurrence of an Event of Default
specified in Sections 5(b) and 5(c), the unpaid principal balance of this Note, and all other sums payable with regard to this Note, shall
automatically and immediately become due and payable, in all cases without any action on the part of the Payee.
7. Waivers. The Maker and all endorsers
and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest
with regard to this Note, all errors, defects and imperfections in any proceedings instituted by the Payee under the terms of this Note,
and all benefits that might accrue to the Maker by virtue of any present or future laws exempting any property, real or personal, or any
part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay
of execution, exemption from civil process, or extension of time for payment, and the Maker agrees that any real estate that may be levied
upon pursuant to a judgment obtained by virtue hereof or any writ of execution issued hereon, may be sold upon any such writ in whole
or in part in any order desired by the Payee.
8. Unconditional Liability. The Maker hereby
waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and
agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any
manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by the Payee, and consents to any
and all extensions of time, renewals, waivers, or modifications that may be granted by the Payee with respect to the payment or other
provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice
to the Maker or affecting the Maker’s liability hereunder.
9. Notices. All notices, statements or
other documents which are required or contemplated by this Note shall be made in writing and delivered: (a) personally or sent by first
class registered or certified mail, overnight courier service or facsimile or electronic transmission to the address designated in writing,
(b) by facsimile to the number most recently provided to such party or such other address or fax number as may be designated in writing
by such party or (c) by electronic mail, to the electronic mail address most recently provided to such party or such other electronic
mail address as may be designated in writing by such party. Any notice or other communication so transmitted shall be deemed to have been
given on the day of delivery, if delivered personally, on the business day following receipt of written confirmation, if sent by facsimile
or electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days after mailing if sent
by mail.
10. Construction. THIS NOTE SHALL BE CONSTRUED
AND ENFORCED IN ACCORDANCE WITH THE LAWS OF DELAWARE, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.
11. Severability. Any provision contained
in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability
in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
12. Trust Waiver. Notwithstanding anything
herein to the contrary, the Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”) in
or to any distribution of or from the trust account (the “Trust Account”) established in which the proceeds of the
initial public offering (the “IPO”) conducted by the Maker (including the deferred underwriters’ discounts and
commissions) and the proceeds of the sale of the units issued in a private placement that occurred in connection with the closing of the
IPO were deposited, as described in greater detail in the Maker’s Registration Statement on Form S-1 (No. 333-287281) filed with
the Securities and Exchange Commission in connection with the IPO, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction
for any Claim against the Trust Account for any reason whatsoever.
13. Amendment; Waiver. Any amendment
hereto or waiver of any provision hereof may be made with, and only with, the written consent of the Maker and the Payee.
14. Assignment. No assignment or
transfer of this Note or any rights or obligations hereunder may be made by the Maker (by operation of law or otherwise) without the prior
written consent of the Payee and any attempted assignment without the required consent shall be void.
[Remainder of page
intentionally left blank. Signature page follows.]
IN WITNESS WHEREOF, the Maker, intending
to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written.
| Blue Acquisition Corp. |
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| By: |
/s/ David Bauer |
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| Name: |
David Bauer |
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| Title: |
Interim CEO |
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