Blue Acquisition (BACC) and Blockfusion outline AI lease LOI, $175M converts and 9.25M-share earnout
Rhea-AI Filing Summary
Blue Acquisition Corp. amended its business combination agreement with Blockfusion to add an earnout of up to 9,250,000 Pubco Class A shares for Blockfusion stockholders and to reduce the post-closing Pubco board from nine to seven members. Blockfusion and Blue also announced a non-binding letter of intent with a leading AI customer for up to 300 MW of IT load at Blockfusion’s Niagara Falls campus, anchored by 85 MW of take-or-pay capacity. Based on current assumptions, management estimates this first phase could generate about $2.8 billion of lease revenue over 15 years, or $5.4 billion over 25 years if renewal options are exercised. In parallel, the parties outlined non-binding term sheets for a $175 million private placement of convertible senior notes and a non-redemption arrangement around approximately 3.3 million public shares to help fund campus expansion and support the proposed business combination.
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Insights
Blue and Blockfusion outline large but highly conditional AI lease and financing package.
The disclosure centers on amendments to the Blue–Blockfusion merger, adding up to 9,250,000 earnout shares and shrinking the future Pubco board. Economic upside for Blockfusion holders is now more tied to share-price performance after closing.
Blockfusion highlights a non-binding LOI for up to 300 MW of AI data center capacity in Niagara Falls, with 85 MW on a take-or-pay basis. Management estimates roughly $2.8 billion in lease revenue over a 15-year initial term, or $5.4 billion over 25 years, plus a multi-year build program with an estimated $900 million capex for the first 85 MW.
The parties also describe a non-binding term sheet for $175 million of convertible notes and a non-redemption arrangement on about 3.3 million Blue shares, both contingent on executing definitive documents and closing the business combination. Given the preliminary, conditional nature of the lease and financings, the overall impact on valuation and dilution remains uncertain, so these developments are best viewed as indicative rather than definitive.
8-K Event Classification
Key Figures
Key Terms
take-or-pay financial
Convertible Notes financial
non-redemption agreement financial
high performance compute technical
EBITDA financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported):
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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
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| of an initial business combination |
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).
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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.
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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.
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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.
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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) |
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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 | ||
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Exhibit 99.1
DRAFT — PRIVILEGED & CONFIDENTIAL — FOR DISCUSSION PURPOSES — SUBJECT TO REVIEW AND APPROVAL
PRESS RELEASE
Blockfusion and Blue Acquisition Corp. Announce LOIs for Anchor Lease with a Leading AI Customer and $175 Million Convertible Note Financing and Non-Redemption Agreement, and Advancement of Planned Expansion of Niagara Falls Campus
| — | A leading AI customer has signed a non-binding letter of intent for up to 300 MW of critical IT capacity at Blockfusion’s flagship campus in Niagara Falls, New York, anchored by 85 MW of guaranteed take-or-pay capacity over a 15-year initial term, establishing a highly visible and predictable revenue base, subject to definitive lease terms. |
| — | Blockfusion has also entered into a term sheet for a $175 million private placement of convertible notes and Blue expects to enter into a non-redemption agreement for approximately $33 million of the funds held in Blue’s trust account, which together are expected to support the initial campus build-out and capitalization of the combined company at closing. |
| — | Blockfusion continues to pursue intended expansion of the Niagara Falls campus, supporting a development pathway in excess of 300 MW of critical IT capacity over time, positioning Blockfusion as a scaled AI infrastructure platform. |
NEW YORK, NY, June 30, 2026 /PRNewswire/ — Blockfusion USA, Inc. (“Blockfusion” or the “Company”), a rapidly growing developer transitioning to become an operator of high performance compute (“HPC”) and AI infrastructure, and Blue Acquisition Corp. (“Blue”) (Nasdaq: BACC), a publicly traded special purpose acquisition company, today announced a series of commercial, strategic and financing milestones in connection with their previously announced proposed business combination (the “Business Combination”) to form a publicly traded company named Blockfusion Digital Infrastructure, Inc. (“Pubco”). These developments — a non-binding anchor lease letter of intent with a leading AI customer, non-binding term sheets for anticipated financing through a private placement of convertible notes and a non-redemption agreement, and entry into an exclusivity agreement relating to the Company’s intended expansion of the Niagara Falls campus — represent the foundation for achievement of significant milestones ahead of the anticipated closing of the Business Combination.
Anchor Lease LOI for up to 300 MW
Blockfusion has entered into a non-binding letter of intent (the “LOI”) with a leading AI customer for the lease of data center space and power capacity at the Company’s flagship campus in Niagara Falls, New York.
Under the proposed lease terms, the offtaker would commit to up to 300 MW of total critical IT capacity at the campus, anchored by 85 MW of guaranteed take-or-pay capacity to be delivered in tranches, subject to due diligence and definitive lease terms. Each phase of capacity would carry a 15-year firm initial lease term, with two five-year renewal options.
The proposed lease structure is expected to provide long-term contracted revenue visibility supported by take-or-pay commitments, with contractual mechanisms designed to support financing and project-level debt capacity.
The LOI is non-binding, except with respect to certain provisions relating to confidentiality, exclusivity and governing law, and is subject to the negotiation and execution of definitive lease agreements for each tranche, including design and work requirements.
Based on the up to 85 MW of guaranteed take-or-pay capacity, the Company estimates that the potential aggregate lease revenue, assuming terms consistent with the LOI, could be approximately $2.8 billion over the initial 15-year lease term (or approximately $5.4 billion if the offtaker exercises both of its five-year renewal options, for a total term of 25 years), assuming that the lease agreement is executed on the terms currently contemplated, full performance, and no early termination.
Continued Expansion of the Niagara Falls Campus
In parallel, the Company is advancing the planned expansion of its Niagara Falls campus by entering into an exclusivity agreement with a landowner covering certain parcels of sufficient size and characteristics to support the full scope of the Company’s contemplated campus expansion, including the development of in excess of 300 MW of total critical IT capacity over time, and is in advanced negotiations toward a definitive purchase and sale agreement for those parcels. The combination of this additional land, the Company’s power position and anchor offtake demand is expected to position the Company to accelerate deployment while maintaining capital efficiency and operational control.
“Expanding our Niagara Falls campus would give us access to highly strategic, power-rich locations with existing energy infrastructure,” said Kant Trivedi, Chief Operating Officer of Blockfusion.
Convertible Notes Financing and Non-Redemption Agreements
In connection with the proposed Business Combination, the Company and Blue have agreed to non-binding term sheets describing the principal terms of potential financing and non-redemption arrangements. These arrangements intend to support the capitalization of Pubco at closing, as well as the Company’s initial build-out costs.
Such anticipated financing transactions include a private placement of $175 million in aggregate principal amount of convertible senior notes (“Convertible Notes”). The Convertible Notes are to be issued to certain qualified institutional buyers pursuant to the exemptions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), to be funded upon the closing of the Business Combination, subject to certain customary conditions and the satisfaction of conditions precedent including the consummation of the Business Combination, the execution of the anchor offtake lease agreement contemplated by the LOI described herein, and entry by the Company into agreements to acquire certain expansion sites. The Convertible Notes will convert at a premium to the business combination valuation with a cash pay coupon reflecting standard convertible note terms and duration. The Convertible Note financing is expected to be anchored by funds managed and/or advised by Sona Asset Management (US) LLC (“Sona”), an institutional credit asset manager.
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In addition, Blockfusion, Blue, and Sona have entered into a non-binding term sheet for a non-redemption agreement (“NRA”) pursuant to which NRA, if executed, Sona would agree not to redeem approximately 3.3 million public shares of Blue in connection with the shareholder meeting to approve the Business Combination in consideration for the delivery of certain additional shares to Sona. Blue potentially may enter into other non-redemption agreements prior to the closing of the Business Combination. The economic terms of the final Sona NRA and any other non-redemption agreement, if any, will be publicly disclosed upon the execution of any such agreements.
Proceeds from the proposed sale of Convertible Notes and funds retained in BACC’s trust account at closing are expected to support the initial buildout of the Company’s Niagara Falls campus as well as other working capital needs and transaction expenses.
“Together, these arrangements, if completed, would provide additional capital at closing, positioning us to execute our development pipeline plans” said Alex Martini, Chief Executive Officer of Blockfusion. “Our focus now is on completing the Form S-4 registration statement review process and closing the Business Combination as efficiently as possible.”
The Convertible Note financing and proposed NRA are each subject to the negotiation and execution of definitive documentation and satisfaction of various conditions precedent, including, among other things, the concurrent closing of the Business Combination. The Convertible Notes, if and when such notes are issued, have not been and will not be registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration. Additional details regarding these arrangements will be included in the Company’s and Blue’s filings with the Securities and Exchange Commission (the “SEC”).
Strengthening the Investment Thesis
Blockfusion and Blue believe that the developments described herein reinforce the investment thesis underlying the proposed Business Combination, highlighting Blockfusion’s line of sight to securing long-term contracted demand, executing on a scalable development pipeline and delivering a capital-efficient path to growth:
| ● | Long-term contracted revenue visibility expected to be anchored by take-or-pay commitments from a leading AI counterparty | |
| ● | Access to scarce, low-cost, low-carbon power capacity, a key competitive advantage in an increasingly constrained AI infrastructure market | |
| ● | Scaled, expansion-ready campus anchored by strategic, energized land, enabling platform-level growth | |
| ● | Institutional capital support and enhanced closing certainty through structured financing and non-redemption agreements | |
| ● | Positioning as a pure-play AI infrastructure platform at the intersection of power, compute and data center scarcity |
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Transaction Overview
Consummation of the proposed business combination transaction which is the subject of the Business Combination Agreement entered into by Blue and Blockfusion in November 2025, as amended, and as may be further amended, amended and restated or supplemented from time to time, remains subject to closing conditions customary for similar transactions, including satisfaction of minimum cash requirements at closing, approval by Blue and Blockfusion’s shareholders and the satisfaction of applicable regulatory and exchange listing requirements. Upon closing, Pubco is expected to be a publicly traded, pure-play HPC and AI infrastructure platform. Additional information about the proposed transaction can be found in Blue’s public filings and the registration statement on Form S-4 (as amended, and as may be further amended and supplemented from time to time, the “Registration Statement”) filed by Pubco and Blockfusion with the SEC in connection with the proposed Business Combination, copies of which can be obtained free of charge from the SEC’s website at www.edgar.gov.
Forward-Looking Statements
This press release includes “forward-looking statements” within the meaning of the U.S. federal securities laws. These statements include, but are not limited to, statements regarding the Business Combination and associated potential financing and Company commercial transactions including expectations, hopes, beliefs, intentions, strategies, plans, prospects, estimates and projected financial and operating results; the anticipated benefits and timing of consummation, if any, of the proposed Business Combination; the negotiation and execution of definitive offtake lease agreements contemplated by anchor lease LOI and the capacity, term and economics thereof; estimated aggregate lease revenue; the availability, allocation of additional power and receipt of necessary permits related to the Niagara Falls campus and the Company’s expansion and build-out plans; the negotiation and execution of definitive agreements related to the potential Convertible Notes and the NRA, and the funding and closing of such transactions; the Company’s prospective post-closing capital expenditures and associated financing plans and activities; the Company’s land acquisition initiatives; expected development capacity, including MW development targets; the anticipated receipt by the Company of sufficient capital to fund the Company’s development plans, subject to identification of additional financing sources, and the terms of any such financing transactions; the assets that may be held by Blockfusion and Pubco after the closing and estimated value thereof; Pubco’s listing on any securities exchange at and following the closing; the satisfaction of closing conditions to the Business Combination and the level of redemptions of Blue’s public shareholders in connection with the closing; and the transaction parties’ expectations, intentions, strategies, assumptions or beliefs about future events, results of operations or performance. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “pathway,” “potential,” “plan,” “may,” “should,” “target,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions, but the absence of these words does not mean a statement is not forward-looking.
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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 results 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; the fact that anticipated proceeds to Pubco and Blockfusion from the Business Combination and associated potential financing transactions may be different from current expectations; that possibility that the anchor lease LOI may not result in definitive lease agreements on the contemplated terms or at all; that actual future lease revenue derived from an anchor offtake lease agreement, if any, may be different from Company management’s current expectations thereof relative to timelines, aggregate or incremental amounts, lease extensions, IT load expansions and otherwise; that some or all of the currently contemplated financing transactions may not be consummated on a timely manner or at all, if completed, may be on terms different from the terms reflected in non-binding term sheets and remain subject to entry into definitive documentation; the possibility that the Company’s anticipated expansion plans may not be achieved within the anticipated timelines therefor or at all; the risk that the Company will not be able to secure the quantum of supplemental financing that will be require to fulfill its business plans and the requirements of anchor and other offtake lease tenants or that, if such funding is available, it will not be on terms acceptable to Blockfusion; the risk that energy infrastructure regulations may impact the achievement of MW capacity targets; the competitive landscape for AI and HPC infrastructure and technological developments; risks related to the Company’s ability to obtain required permits, approvals and interconnection on the anticipated timeline; construction, development, supply-chain and cost risks; failure of the parties to satisfy the closing conditions to the Business Combination (including the approval of Blue’s shareholders); the level of redemptions of Blue’s public shareholders; the failure of Pubco to obtain or maintain the listing of its securities on any securities exchange after the closing of the Business Combination; changes in business, market, financial, political and regulatory conditions or the availability and pricing of power, among other risks.
The foregoing list of risk factors is not exhaustive. Readers should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” sections of Blue’s IPO prospectus, Blue’s quarterly and annual public filings, the Registration Statement, 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 statements contained in this and other communications by Blue and Blockfusion. There may be additional risks that neither Blue nor Blockfusion presently know or that Blue or Blockfusion 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. Due to the inherent risks and uncertainties associated with forward-looking statements, readers are cautioned not to put undue reliance on forward-looking statements, and none of Blue, Blockfusion and Pubco assumes any obligation to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither Blue, Blockfusion, nor Pubco give any assurance that any of Blue, Blockfusion or Pubco will achieve results consistent with management’s current expectations and beliefs. The inclusion of any statement in this communication does not constitute an admission by Blue, Blockfusion, Pubco or any other person that the events or circumstances described in such statement are material.
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Additional Information and Where to Find It
In connection with the proposed Business Combination, Pubco and Blockfusion have filed with the SEC a Registration Statement on Form S-4 on December 8, 2025, as amended on February 9, 2026 and May 1, 2026 (as may be further amended, the “Registration Statement”), which includes a preliminary proxy statement of Blue and a prospectus (the “Proxy Statement/Prospectus”) in connection with the Business Combination to be effected subject to and in accordance with the terms of the Business Combination Agreement. 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 and/or Pubco will also file other documents regarding the Business Combination with the SEC. This communication 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, WHEN AVAILABLE, 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, the Proxy Statement/Prospectus and all other documents filed or that will be filed with the SEC by Blue and Pubco, without charge, once 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 COMMUNICATION. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
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Participants in the 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, or will be, 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, will be set forth in the Registration Statement and Proxy Statement/Prospectus, which has been filed by Pubco and Blockfusion with the SEC. Investors and security holders may obtain free copies of these documents as described above.
No Offer or Solicitation
This press release 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 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 shall be made except by means of a prospectus meeting the requirements of 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.
If the Convertible Notes financing described in this press release is pursued and consummated, Convertible Notes are expected to be issued through a private placement in reliance on exemptions from registration under the Securities Act. Neither the Convertible Notes, if issued, nor the shares of Pubco common stock issuable upon conversion of such Convertible Notes, if any, will be registered under the Securities Act, or any state securities laws. As a result, neither the Convertible Notes nor any shares of Pubco common stock issuable upon conversion of the Convertible Notes may be offered or sold in the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. Accordingly, the Convertible Notes, if offered, will only be sold to persons reasonably believed to be “qualified institutional buyers” under Rule 144A of the Securities Act. This press release is neither an offer to sell nor a solicitation of an offer to buy the Convertible Notes or any shares of Pubco common stock issuable upon conversion of the Convertible Notes, nor shall there be any sale of any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
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Operating and Financial Forecasts
This press release contains certain financial and operating forecasts, including statements regarding the future potential business of Blockfusion (the “Blockfusion HPC/AI Business”) following the Company’s implementation of its HPC/AI business transaction plans. All statements regarding the future potential Blockfusion HPC/AI Business are speculative and forward-looking, and actual results that may be associated with the Blockfusion HPC/AI Business, if established, may be different, perhaps significantly, than management’s current plans, expectations and estimates. All statements in this press release with regard to the Blockfusion HPC/AI Business are based on unaudited forecasts, which take into account numerous assumptions, some or all of which may prove inaccurate. Certain of these assumptions are briefly described in this communication but there are many other assumptions incorporated into the forecasts, all of which have associated risks and uncertainties. Among these assumptions are assumptions related to Blockfusion’s ability to access material amounts of capital, the Company’s ability to attract and retain offtake agreements on favorable terms, to execute on expansion opportunities to increase MW capacity and deployment capabilities and other assumptions. Even if the Blockfusion HPC/AI Business is established in accordance with management’s plans, the future Blockfusion HPC/AI Business may not achieve the results management currently predicts, within the timeline or predicted costs, or at all. Readers of this communication are urged not to place undue reliance on speculative information, as these forecasts may not be indicative of actual future results. The forecasts described herein represent information developed by the Company’s management based on information available to management as of the dates such forecasts were prepared. Additionally, aspects of the forecasts incorporate historical information about the Company which is unaudited and has not been reviewed by independent auditors of Blue Acquisition, Pubco or the Company. These unaudited financial projections should not be relied upon as being necessarily indicative of future results and there is a risk you may lose your entire investment. The assumptions and estimates underlying the unaudited financial projections are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the prospective unaudited financial projections. Accordingly, there can be no assurance that the prospective results are indicative of the future performance of Pubco or Blockfusion or that actual results will not differ materially from those presented in the unaudited financial projections.
Industry and Market Data
This communication includes certain market data and other statistical information from third-party industry publications and sources as well as from research reports prepared for other purposes. None of the companies identified in this communication nor any of their respective representatives has independently verified the accuracy or completeness of this information and cannot assure you of the data’s accuracy or completeness. Some data is also based on the Company’s good faith estimates, which are derived from both internal sources and the third-party sources. None of the transaction parties nor any of their representatives make any representation or warranty with respect to the accuracy of such information and Blue, Pubco and the Company each expressly disclaim any responsibility or liability for any damages or losses in connection with the use of such information herein.
Non-GAAP Financial Measures
This press release includes certain financial measures not presented in accordance with generally accepted accounting principles ("GAAP"), including, but not limited to, earnings before interest, taxes, depreciation and amortization ("EBITDA") and other metrics or measures related to the future potential Blockfusion HPC/AI Business, following the Company’s transition, assuming such plans are executed in accordance with Company management expectations (as further described above under “Operating and Financial Forecasts”). Note that other companies may calculate non-GAAP financial measures differently, and, therefore, such financial measures may not be directly comparable to similarly titled measures of other companies. Further, these non-GAAP financial measures are not measures of financial performance in accordance with GAAP and may exclude items that are significant in understanding and assessing Blockfusion's financial results or the potential future results of the Blockfusion HPC/AI Business after the Company’s anticipated transition to become an HPC/AI data center. Therefore, these measures, and other measures that are calculated using such non-GAAP measures, should not be considered in isolation or as an alternative to net income, cash flows from operations or other measures of profitability, liquidity or performance under GAAP. You should be aware that Pubco and Blockfusion's presentation of these measures may not be comparable to similarly titled measures used by other companies.
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About Blockfusion
Blockfusion is a next-generation developer of high performance compute (HPC) and AI infrastructure, delivering scalable, energy-efficient compute capacity to enterprise, government and technology customers. Its flagship campus in Niagara Falls, New York, is anchored by access to low-cost hydroelectric power and a large-scale grid interconnection.
About Blue Acquisition Corp.
Blue Acquisition Corp. is a blank check company formed in the Cayman Islands for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.
About Sona Asset Management
Sona Asset Management is a global credit asset manager founded in 2016 by John Aylward, following his two decades at some of the most established sell-side and buy-side global enterprises. Sona specializes in investing across the credit spectrum. The firm seeks to generate positive, uncorrelated returns in all markets and puts emphasis on capital preservation and outperformance at times of stress. As of June 2026, Sona manages c.$19.1bn AUM on behalf of institutional investors, with a team of more than 170 people across London, New York, Abu Dhabi, Hong Kong and Tokyo.
Read more at sona-am.com
For media enquiries: SonaAM@greenbrookadvisory.com
Advisors
BTIG, LLC and Roberts & Ryan, Inc. are serving as co-placement agents and capital markets advisors to Blue. Ellenoff Grossman & Schole LLP is serving as U.S. legal advisor to Blue. Appleby (Cayman) Ltd. Is serving as Cayman legal counsel to Blue. ING Financial Markets LLC is serving as financial advisor to Blockfusion. Winston Taylor LLP is serving as legal advisor to Blockfusion. Kirkland & Ellis LLP is serving as legal advisor to BTIG, LLC. Mayer Brown LLP is serving as legal advisor to ING. The JBernstein Group, LLC is serving as the investor relations advisor on the transaction.
Contacts
Investor Relations and Media:
Jeff Bernstein
The JBernstein Group
jeffrey@jbgcapadvisory.com
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Exhibit 99.2
Slide 1:
Good morning I am very excited to introduce you today to the management of Blockfusion Digital Infrastructure. I am Alberto Pontonio, involved, on behalf of Blue, with the proposed business combination between Blue Acquisition Corp. and Blockfusion which is the subject of the Business Combination Agreement entered into between the parties. Post-closing the business of Blockfusion will be operated by Blockfusion Digital Infrastructure, Inc., which is referred to in this presentation as “Pubco” or the “Combined Company.”
This presentation is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities. Any offering will be made only to eligible investors pursuant to definitive offering documents.
This presentation contains forward-looking statements, which involve risks and uncertainties including, but not limited to, statements relating to expectations, estimates or predictions about the financial and business performance and conditions of Blockfusion Digital Infrastructure, including after the Company’s transition to become a high-performance compute and AI data center, and expectations or assumptions in consummating the proposed business combination between the parties. Actual results may differ materially.
Factors that could cause results to differ include, among others, leasing, development, construction, permitting, power availability and pricing, access to capital, competition, demand for AI workload and high-power computing-ready data centers, financing and market conditions, and regulatory approvals. We do not undertake any duty to update the information we will be discussing today, and we make no representation or warranty as to its completeness or accuracy.
This presentation also includes non-GAAP financial measures, including EBITDA, run-rate EBITDA, free cash flow, and CAGR. Further information about these metrics, including definitions, a description of the GAAP measures most directly comparable to these non-GAAP metrics, and a discussion of key assumptions and limitations can be found in the registration statement on Form S-4 filed with the U.S. Securities and Exchange Commission (“SEC”) in connection with the transaction (“Registration Statement”). You are encouraged to read the accompanying presentation, associated press release and to review carefully Blue’s filings with the SEC, including the Registration Statement, for a discussion of risks that can affect the business combination, Blockfusion’s business, and the business of the combined company after completion of the proposed business combination.
Slide 6 - Alberto:
Joining me today are Alex Martini, Co-Founder and Chief Executive Officer, and Kant Trivedi, Co-Founder and Chief Operating Officer of Blockfusion. Together, they bring decades of experience in developing and operating data infrastructure projects.
Kant has 20+ years of operational leadership experience. Additionally, the involvement of Aber Whitcomb, a nominee to the post-closing board who is a technology entrepreneur with experience building and scaling digital platforms, provides strategic guidance across the design, development, and execution of Blockfusion’s projects. Aber’s role on the Pubco Board of Directors, subject to approval by Blue’s shareholders, further strengthens the company's leadership.
Slide 8 (bullet points) – Alberto:
Blockfusion is a rare combination of existing and operational 50 MW site with a proprietary pipeline of vetted sites across the US, as well as a non-binding Letter of Intent for up to 300 MW of IT load capacity. Based on current assumptions regarding the 85 MW take-or-pay capacity reflected in the LOI, the Company estimates that potential aggregate lease revenue from the offtaker tenant could be as much as approximately $2.8 billion over the initial 15-year lease term, subject to execution of definitive lease agreements on currently contemplated terms and satisfaction of applicable conditions precedent.
As you will hear more about, Blockfusion has also entered into non-binding term sheets with Sona Asset Management contemplating funding across convertible notes and a non-redemption agreement, which, if consummated on currently contemplated terms, are expected to support the execution of the Company’s business plan and HPC-AI transition.
I will now turn it over to Alex Martini CEO.
Slide 9 - Alex:
Thanks Alberto and thank you to all of those who have joined this morning. My name is Alex Martini. I am the co-founder and CEO of Blockfusion. and I’m here today with Kant Trivedi, CoFounder and Chief Operating Officer of Blockfusion.
We are excited to share some important updates on our business.
Just to refresh you on our primary asset: We currently operate a 50MW tier 1 data center in Niagara Falls, New York.
Because our power rates are approximately 50% cheaper than national average, and because of our redundant fiber connectivity on site, we have been approached by multiple off takers looking for long term leases to host their AI compute and very pleased to announce that we have now selected a leading AI company to be our prospective tenant, subject to lease execution, of course.
The non-binding LOI we signed with this off taker is for a lease of 300 MW of critical IT load, of which 85MW is expected to be delivered in phase one on a take-or-pay basis.
The transaction with Blue and the foregoing anticipated financing transactions, are expected, subject to redemptions, to provide the capital needed to complete initial steps in the upgrade of our current Niagara Falls facility
With the anticipated capital support, we also expect to expand beyond our current 50MW, with a target pathway to over 300MW of critical IT load – we also expect to increase our property size from 5 acres currently to approximately 40 acres once the new land acquisition is completed
Let me turn it over to Kant to talk more about the unique advantages of the Niagara facility.
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Slide 10 – Kant:
Let me start with what makes our Niagara Falls facility so powerful as an HPC/AI destination.
Our proximity to Niagara Falls gives us access to clean, stable, renewable power. At an all-in cost of approximately 6 cents per kWh, our cost is expected to be roughly half that of the national average. Energy is the dominant cost driver in this business, so that matters. As one of the lower-cost, stable power markets in the country, we’ve had several companies approach us because we have power now that we believe can scale over time.
Reliability, cost, and clean energy — we check all three boxes.
Blockfusion’s energized power is available today, and we anticipate utilizing our power access and incoming campus features to accelerate our timeline to deployment for AI workloads. The ability to move quickly is becoming one of the most valuable differentiators in the sector.
The site itself is in NYISO Zone A West, one of the most reliable and cost efficient zones in the country. And equally important for our clients is the fact that we are powered by low-carbon power capacity.
Slide 11 – Alex:
Our location and the anticipated ability to scale rapidly to over 300MW were among the reasons we had multiple off takers bidding for the site. Ultimately we selected a leading AI company and we are working toward finalizing the lease agreement. We expect to sign the lease before the closing of the business combination. Let me describe the current LOI terms: the LOI contemplates 300MW of IT load to be delivered in multiple phases. Phase 1 is expected to be 85MW on a take-or-pay basis with a 15-year term and two 5-year extension options. Phase 2 build out is anticipated to begin in early 2028 and continue until completion. The projected revenue for Phase 1, based on current assumptions and subject to execution of definitive lease agreements, is approximately $2.8 billion, and assuming all renewal options are exercised, as much as approximately $5.4 billion. Blockfusion management regards these as attractive commercial terms and we expect this customer may continue to expand throughout our Niagara campus and beyond.
Slide 12 – Kant:
Our forecasts incorporate a proposed long-term, take-or-pay lease with an AI customer, consistent with the LOI currently under discussion. While subject to final documentation, this framework provides Blockfusion management with a high degree of visibility into future revenue streams upon build-out, financing and lease execution.
The expected structure is multi-year and capacity-based, supporting a recurring, infrastructure-like revenue profile as capacity is delivered.
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Revenues are projected to ramp in line with phased capacity deployment, providing what we believe is a clear path to full utilization of the 85 megawatt campus, subject to execution of definitive lease agreements and construction timelines. Our project timeline indicates that the first 25MW is targeted for delivery during 2027.
Based on current Blockfusion management forecasts and assumptions, year 2029 represents the first full year in which the 85 megawatts are fully deployed and billed under the take-or-pay structure.
At that point, based on current management forecasts and assumptions, the Company projects approximately $150 million of net revenues and approximately $100 million of EBITDA, implying an EBITDA margin of roughly 65% at scale, assuming the accuracy of the assumptions incorporated into our financial model. These projections are forward-looking and subject to significant risks and uncertainties.
That projected margin profile is broadly consistent with scaled digital infrastructure and data center platforms, reflecting the operating leverage that we believe is embedded in the model.
The anticipated take-or-pay structure mitigates demand variability and supports greater predictability of cash flows.
On the capex side, the 85MW project is estimated to cost approximately $900 million or about $10.5 million per MW of critical IT Load, based on current plans and subject to change.
Slide 13 – Alex:
Conditions in the digital infrastructure sector allowed us to engage with multiple institutional investors. Ultimately, we selected SONA Asset Management to lead the investment round. The non-binding Term Sheet Blockfusion entered into with Sona contemplates the issuance of $175M in convertible notes at a premium and without any resets, as well as a $33M Non-Redemption Agreement (NRA) with Blue, which, if consummated, would together provide a significant portion of the capital anticipated to be needed to execute the critically important initial elements of our business plan.
Slide 14 – Kant:
For many months, we have been working through technical requirements with this leading AI company, with the goal of aligning our infrastructure with the demands of their large-scale AI deployments. They told us what they needed for their next wave of GPU deployments. They asked us to work with engineering firms who build for hyperscalers. We did that. We partnered with Gensler, JB&B, Thornton Tomasetti, and others to build AI-specific designs.
These aren’t just generic co-location plans. They are intended to incorporate resiliency, cooling, and power architecture that we believe are mission-critical. We understand construction is complex with supply chain considerations, timelines, and costs all top of mind for investors. We have worked to validate our designs, budget, and build timelines with these partners who deliver at scale, with the objective of addressing major factors upfront.
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Slide 15 – Kant:
The Niagara facility is being redeveloped specifically for ultra-high-density GPU clusters, with up to 200 kW racks, liquid cooling, and the ability to evolve with technology advancements. We are working to upgrade from a Tier 1 to a Tier 3 architecture. That is expected to provide the fault tolerance, cooling performance, and dual-path electrical reliability needed for enterprise-grade HPC/AI workloads. This upgrade is intended to enable us to pursue premium pricing, multi-year recurring revenue, and long-term contracts. It is intended to position us in the HPC/AI data center market, not the legacy hosting market.
Slide 16 – Kant:
What you’re seeing today is intended to be just the beginning. We plan to expand as we upgrade, using proceeds from the business combination, revenues from offtake agreements, and other capital sources to further expand our developing campus, subject to market conditions and financing availability. That approach is intended to allow us to bring additional capacity online. This is the foundation of what we believe can be a scalable AI compute platform.
Slide 17 – Kant:
Speed to market is important. Building a greenfield data center today typically takes five to seven years, and much of that is waiting for power. We already have the power. With our designs advanced and our partners in place, we believe we can start to deliver capacity during 2027, subject to construction, permitting, and other execution risks.
Slide 19 – Alberto:
Blockfusion’s pre-money equity value for business combination purposes was originally set at $450 million. The progress in terms of expansion pipeline, off take agreement, and funding has prompted us to include a 9.25 M shares earnout, issuable ratably upon the achievement of increasing VWAP trading price-based price thresholds. Ancticipated capital, including a prospective convertible debt structure and approximately $33 million in a non-redemption agreement, is anticipated to mitigate closing and financing risks, subject to definitive documentation. Blockfusion shareholders will roll 100% of their interests into the deal and are expected to retain majority ownership in the company immediately after the closing, along with Blockfusion management receiving multiple-voting shares to preserve continuity.
Following the close, the founding team is expected to continue to retain significant control while bringing in a disciplined institutional partner that aligns with the Company’s growth trajectory.
Slide 20 – Alberto:
This slide presents a broad set of data center peers. We’ve focused our analysis on operators with operational backgrounds bearing similarities to Blockfusion and its planned AI data center, showing both guideline companies who have pivoted toward AI infrastructure and those that have already leased significant power to AI companies on the left side.
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We also include, for reference, companies with similar operational stories that are actively transitioning into AI infrastructure but have not yet secured AI power leases on the right.
It’s worth noting that the market tends to reward those who have already executed, rather than those still in transition. As Blockfusion moves from LOI to its first major AI lease, we believe the Company’s valuation may begin to converge with these established peers, subject to market conditions and successful execution.
Assuming a $573 million total enterprise value for Blockfusion, the Company would be valued at approximately 5.6x run-rate EBITDA based on management’s 2029 EBITDA forecast — which we believe represents a discount to both groups of peers. The discount may be even more significant when you look at the company’s valuation without including the potential earnout. Operators with signed AI leases are trading at median multiples well above 20x based on broker consensus estimates, and even those still in transition are valued higher than Blockfusion’s illustrative multiple.
The illustrative 5.6x multiple is based on Blockfusion’s management’s estimated full-capacity 2029 EBITDA run-rate. However, market precedent shows that investors and analysts begin to value platforms like Blockfusion on a run-rate basis as soon as a major lease agreement is signed.
In summary, we believe Blockfusion may offer an attractive entry point—at what appears to be a valuation discount—into a growing segment of the data center market. The investment thesis is centered on Blockfusion’s ability to execute on AI leasing, and we believe the Company’s platform and team are positioned to pursue that objective.
Slide 22 – Alex:
In summary
Our team has a proven track record of building, operating, and scaling mission-critical data center and communications infrastructure across the US and Canada.
We selected our initial location in Niagara Falls over 7 years ago because we immediately understood the importance of owning an operating substation in an area with plenty of clean, low-cost power.
Our growth strategy contemplates expanding our geographic footprint over time, subject to market conditions and capital availability.
We strongly believe that going public will allow us to partner with the right institutional investors and provide the capital needed to accelerate our business plan.
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IMPORTANT NOTICE REGARDING FORWARD-LOOKING STATEMENTS
Forward-Looking Statements
This script includes “forward-looking statements” within the meaning of the U.S. federal securities laws. These statements include, but are not limited to, statements regarding the Business Combination and associated potential financing and Company commercial transactions including expectations, hopes, beliefs, intentions, strategies, plans, prospects, estimates and projected financial and operating results; the anticipated benefits and timing of consummation, if any, of the proposed Business Combination; the negotiation and execution of definitive offtake lease agreements contemplated by anchor lease LOI and the capacity, term and economics thereof; estimated aggregate lease revenue; the availability, allocation of additional power and receipt of necessary permits related to the Niagara Falls campus and the Company’s expansion and build-out plans; the negotiation and execution of definitive agreements related to the potential Convertible Notes and the NRA, and the funding and closing of such transactions; the Company’s prospective post-closing capital expenditures and associated financing plans and activities; the Company’s land acquisition initiatives; expected development capacity, including MW development targets; the anticipated receipt by the Company of sufficient capital to fund the Company’s development plans, subject to identification of additional financing sources, and the terms of any such financing transactions; the assets that may be held by Blockfusion and Pubco after the closing and estimated value thereof; Pubco’s listing on any securities exchange at and following the closing; the satisfaction of closing conditions to the Business Combination and the level of redemptions of Blue’s public shareholders in connection with the closing; and the transaction parties’ expectations, intentions, strategies, assumptions or beliefs about future events, results of operations or performance. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “pathway,” “potential,” “plan,” “may,” “should,” “target,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions, but the absence of these words does not mean a statement is not forward-looking.
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 results to differ materially from the forward-looking statements in this script, including, but not limited to: the risk that the Business Combination may not be completed in a timely manner or at all; the fact that anticipated proceeds to Pubco and Blockfusion from the Business Combination and associated potential financing transactions may be different from current expectations; that possibility that the anchor lease LOI may not result in definitive lease agreements on the contemplated terms or at all; that actual future lease revenue derived from an anchor offtake lease agreement, if any, may be different from Company management’s current expectations thereof relative to timelines, aggregate or incremental amounts, lease extensions, IT load expansions and otherwise; that some or all of the currently contemplated financing transactions may not be consummated on a timely manner or at all, if completed, may be on terms different from the terms reflected in non-binding term sheets and remain subject to entry into definitive documentation; the possibility that the Company’s anticipated expansion plans may not be achieved within the anticipated timelines therefor or at all; the risk that the Company will not be able to secure the quantum of supplemental financing that will be require to fulfill its business plans and the requirements of anchor and other offtake lease tenants or that, if such funding is available, it will not be on terms acceptable to Blockfusion; the risk that energy infrastructure regulations may impact the achievement of MW capacity targets; the competitive landscape for AI and HPC infrastructure and technological developments; risks related to the Company’s ability to obtain required permits, approvals and interconnection on the anticipated timeline; construction, development, supply-chain and cost risks; failure of the parties to satisfy the closing conditions to the Business Combination (including the approval of Blue’s shareholders); the level of redemptions of Blue’s public shareholders; the failure of Pubco to obtain or maintain the listing of its securities on any securities exchange after the closing of the Business Combination; changes in business, market, financial, political and regulatory conditions or the availability and pricing of power, among other risks.
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The foregoing list of risk factors is not exhaustive. Readers should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” sections of Blue’s IPO prospectus, Blue’s quarterly and annual public filings, the Registration Statement, 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 statements contained in this script and other communications by Blue and Blockfusion. There may be additional risks that neither Blue nor Blockfusion presently know or that Blue or Blockfusion 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. Due to the inherent risks and uncertainties associated with forward-looking statements, readers are cautioned not to put undue reliance on forward-looking statements, and none of Blue, Blockfusion and Pubco assumes any obligation to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither Blue, Blockfusion, nor Pubco give any assurance that any of Blue, Blockfusion or Pubco will achieve results consistent with management’s current expectations and beliefs. The inclusion of any statement in this script does not constitute an admission by Blue, Blockfusion, Pubco or any other person that the events or circumstances described in such statement are material.
Additional Information and Where to Find It
In connection with the proposed Business Combination, Pubco and Blockfusion have filed with the SEC a Registration Statement on Form S-4 on December 8, 2025, as amended on February 9, 2026 and May 1, 2026 (as may be further amended, the “Registration Statement”), which includes a preliminary proxy statement of Blue and a prospectus (the “Proxy Statement/Prospectus”) in connection with the Business Combination to be effected subject to and in accordance with the terms of the Business Combination Agreement. 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 and/or Pubco will also file other documents regarding the Business Combination with the SEC. This script 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, WHEN AVAILABLE, 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, the Proxy Statement/Prospectus and all other documents filed or that will be filed with the SEC by Blue and Pubco, without charge, once 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.
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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 COMMUNICATION. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
Participants in the 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, or will be, 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, will be set forth in the Registration Statement and Proxy Statement/Prospectus, which has been filed by Pubco and Blockfusion with the SEC. Investors and security holders may obtain free copies of these documents as described above.
No Offer or Solicitation
This script 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 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 shall be made except by means of a prospectus meeting the requirements of 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.
If the the Convertible Notes financing described in this script is pursued and consummated, Convertible Notes are expected to be issued through a private placement in reliance on exemptions from registration under the Securities Act. Neither the Convertible Notes, if issued, nor the shares of Pubco common stock issuable upon conversion of such Convertible Notes, if any, will be registered under the Securities Act, or any state securities laws. As a result, neither the Convertible Notes nor any shares of Pubco common stock issuable upon conversion of the Convertible Notes may be offered or sold in the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. Accordingly, the Convertible Notes, if offered, will only be sold to persons reasonably believed to be “qualified institutional buyers” under Rule 144A of the Securities Act. This script is neither an offer to sell nor a solicitation of an offer to buy the Convertible Notes or any shares of Pubco common stock issuable upon conversion of the Convertible Notes, nor shall there be any sale of any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
9
Operating and Financial Forecasts
This script contains certain financial and operating forecasts, including statements regarding the future potential business of Blockfusion (the “Blockfusion HPC/AI Business”) following the Company’s implementation of its HPC/AI business transaction plans. All statements regarding the future potential Blockfusion HPC/AI Business are speculative and forward-looking, and actual results that may be associated with the Blockfusion HPC/AI Business, if established, may be different, perhaps significantly, than management’s current plans, expectations and estimates. All statements in this script with regard to the Blockfusion HPC/AI Business are based on unaudited forecasts, which take into account numerous assumptions, some or all of which may prove inaccurate. Certain of these assumptions are briefly described in this script but there are many other assumptions incorporated into the forecasts, all of which have associated risks and uncertainties. Among these assumptions are assumptions related to Blockfusion’s ability to access material amounts of capital, the Company’s ability to attract and retain offtake agreements on favorable terms, to execute on expansion opportunities to increase MW capacity and deployment capabilities and other assumptions. Even if the Blockfusion HPC/AI Business is established in accordance with management’s plans, the future Blockfusion HPC/AI Business may not achieve the results management currently predicts, within the timeline or predicted costs, or at all. Readers of this script are urged not to place undue reliance on speculative information, as these forecasts may not be indicative of actual future results. The forecasts described herein represent information developed by the Company’s management based on information available to management as of the dates such forecasts were prepared. Additionally, aspects of the forecasts incorporate historical information about the Company which is unaudited and has not been reviewed by independent auditors of Blue Acquisition, Pubco or the Company. These unaudited financial projections should not be relied upon as being necessarily indicative of future results and there is a risk you may lose your entire investment. The assumptions and estimates underlying the unaudited financial projections are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the prospective unaudited financial projections. Accordingly, there can be no assurance that the prospective results are indicative of the future performance of Pubco or Blockfusion or that actual results will not differ materially from those presented in the unaudited financial projections.
Industry and Market Data
This script includes certain market data and other statistical information from third-party industry publications and sources as well as from research reports prepared for other purposes. None of the companies identified in this script nor any of their respective representatives has independently verified the accuracy or completeness of this information and cannot assure you of the data’s accuracy or completeness. Some data is also based on the Company’s good faith estimates, which are derived from both internal sources and the third-party sources. None of the transaction parties nor any of their representatives make any representation or warranty with respect to the accuracy of such information and Blue, Pubco and the Company each expressly disclaim any responsibility or liability for any damages or losses in connection with the use of such information herein.
Non-GAAP Financial Measures
This script includes certain financial measures not presented in accordance with generally accepted accounting principles ("GAAP"), including, but not limited to, earnings before interest, taxes, depreciation and amortization ("EBITDA") and other metrics or measures related to the future potential Blockfusion HPC/AI Business, following the Company’s transition, assuming such plans are executed in accordance with Company management expectations (as further described above under “Operating and Financial Forecasts”). Note that other companies may calculate non-GAAP financial measures differently, and, therefore, such financial measures may not be directly comparable to similarly titled measures of other companies. Further, these non-GAAP financial measures are not measures of financial performance in accordance with GAAP and may exclude items that are significant in understanding and assessing Blockfusion's financial results or the potential future results of the Blockfusion HPC/AI Business after the Company’s anticipated transition to become an HPC/AI data center. Therefore, these measures, and other measures that are calculated using such non-GAAP measures, should not be considered in isolation or as an alternative to net income, cash flows from operations or other measures of profitability, liquidity or performance under GAAP. You should be aware that Pubco and Blockfusion's presentation of these measures may not be comparable to similarly titled measures used by other companies.
10
Exhibit 99.3
INVESTOR PRESENTATION June 2026
DISCLAIMER AND OTHER IMPORTANT INFORMATION This presentation (this “Presentation”) is being furnished solely for the purpose of assisting the parties to whom it is addressed in making their independent evaluation with respect to a proposed business combination (the “Business Combination”) among Blue Acquisition Corp . (the “Blue”), Blockfusion USA, Inc . (“ Blockfusion ”) and Blockfusion Digital Infrastructure, Inc . (“ Pubco ” and together with Blue and Blockfusion , the “Parties”) . The provision of this Presentation shall not be taken as any form of commitment on the part of Blockfusion , Blue or Pubco to proceed with any negotiations of the Business Combination or any other transaction, and each of Blockfusion , Blue and Pubco reserve the right to discontinue discussions or negotiations regarding any transaction at any time for any reason or no reason . No Representations or Warranties No representations or warranties, express or implied are given in, or in respect of, the accuracy or completeness of the information contained in this Presentation or any other information (whether written or oral) that has been or will be provided to you . In particular, no representation or warranty of Blue, Blockfusion , Pubco or their respective representatives is given as to the achievement or reasonableness of future projections, management targets, estimates, prospects or returns, if any . To the fullest extent permitted by law, neither Blockfusion , Blue, Pubco nor any of their respective subsidiaries, equity holders, affiliates, representatives, partners, directors, officers, employees, advisers or agents shall be responsible or liable for any direct, indirect or consequential loss or loss of profit arising from the use of this Presentation, its contents, its accuracy or sufficiency, its omissions, it errors, reliance on the information contained within it, or on opinions communicated in relation thereto or otherwise arising in connection therewith . In addition, this Presentation does not purport to be inclusive or of all of the information necessary to make an evaluation of Blockfusion , Blue, Pubco or the Business Combination . Viewers of this Presentation should each make their own evaluation of Blockfusion , Blue, Pubco and of the relevance and adequacy of the information and should make such other investigations as they deem necessary . Nothing herein should be construed as legal, financial, tax or other advice . You should consult your own advisers concerning any legal, financial, tax or other considerations concerning the opportunity described herein . The general explanations included in this Presentation cannot address, nor is intended to address, your specific investment objectives, financial situations or financial needs . This Presentation contains certain unaudited financial information about Blockfusion and certain metrics and measurements based on such unaudited information, all of which information is subject to change based on the results of the PCAOB audit process being undertaken by Blockfusion in connection with the Business Combination, which is underway as of the date of this Presentation . Forward - Looking Statements This Presentation (and any oral statements regarding the subject matter of this Presentation) contains certain forward - looking statements within the meaning of the U . S . federal securities laws with respect to the Parties and the Business Combination, including expectations, hopes, beliefs, intentions, plans, prospects, financial results or strategies regarding Pubco , Blockfusion , Blue, the Business Combination and statements regarding the anticipated benefits and timing of the completion of the Business Combination, the assets held by Blockfusion and by Blue, High - Performance Computing (“HPC”) and Artificial Intelligence (“AI”) workload data center and AI infrastructure trends, the anticipated business of Pubco , Blockfusion and the markets in which they operate, planned business strategies, including, without limitation, Blockfusion’s plans to transition its business to support HPC/AI customer needs, plans and use of proceeds, objectives of management for future operations of Blockfusion , expected operating costs of Pubco and its subsidiaries, the upside potential and opportunity for investors, Pubco and Blockfusion’s plan for value creation and strategic advantages, market size and growth opportunities, regulatory conditions, competitive position and the interest of other corporations in similar business strategies, 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 the Parties’ respective or collective 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 ; but the Presentation may include other forward - looking information and data that are not preceded by any of the foregoing words . In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward - looking statements . 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 Presentation, 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 ; the failure of Pubco to obtain or maintain the listing of its securities on the Nasdaq Stock Market or New York Stock Exchange after closing of the Business Combination ; costs related to the Business Combination ; changes in business, market, financial, political and regulatory conditions ; risks relating to Pubco’s or Blockfusion’s anticipated operations and business, including, without limitation, Blockfusion’s plans to transition its business to become a HPC/AI data center (including, without limitation, the costs, timeline and risks associated therewith) ; risks related to increased competition in the industries in which Pubco and Blockfusion will operate ; risks that after consummation of the Business Combination, Pubco and Blockfusion experience difficulties managing its growth, expanding operations, or executing its strategies ; the outcome of any potential legal proceedings that may be instituted against Blockfusion , Blue, Pubco , or others following announcement of or after closing 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 of Pubco , Blockfusion , or Blue filed, or to be filed, with the Securities and Exchange Commission (“SEC”) . June 2026 2 INVESTOR PRESENTATION
DISCLAIMER AND OTHER IMPORTANT INFORMATION (cont’d) 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 final prospectus of Blue dated as of June 12 , 2025 and filed by Blue with the SEC on June 13 , 2025 , the registration statement on Form S - 4 , initially filed with the SEC on December 8 , 2025 , as amended on February 9 , 2026 and May 1 , 2026 , by Pubco and Blockfusion in connection with the Business Combination, which includes a preliminary proxy statement of Blue and a prospectus (the “Proxy Statement/Prospectus”), and other documents filed or to 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, Blockfusion , nor Pubco presently know or that Blue, Blockfusion , 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 none of the Parties or any of their representatives assumes any obligation and do not intend to update or revise these forward - looking statements, whether as a result of new information, future events, or otherwise . None of the Parties nor any of their representatives gives any assurance that any of Blue, Blockfusion , or Pubco will achieve its expectations . Use of Projections This Presentation contains financial and operating forecasts . These unaudited financial projections have been prepared by Blockfusion’s management and include projected financial numbers, comparative metrics and analyses which are based on or derived from such forecasts, all of which are forward - looking statements to which the preceding sections of this disclaimer regarding forward - looking information apply and which represent information developed by Blockfusion’s management in June 2026 and October 2025 or as of earlier dates based on information publicly available as of such time about Blockfusion and other peer public companies . The forecasts also contain certain non - GAAP measures and metrics, as further described under the heading “ Blockfusion Statement on Non - GAAP Measures” below . Additionally, aspects of the forecasts incorporate historical information about Blockfusion which is unaudited and has not been reviewed by Blockfusion’s or Blue’s independent auditors . [DW 1 . 1 ] Blockfusion’s or Blue’s independent auditors have not audited, reviewed, compiled or performed any procedures with respect to the unaudited financial projections for the purpose of their inclusion in this Presentation, and accordingly, they do not express an opinion or provide any other form of assurance with respect thereto for the purpose of this Presentation . These unaudited financial projections should not be relied upon as being necessarily indicative of future results . The assumptions and estimates underlying the unaudited financial projections are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the prospective unaudited financial projections . Accordingly, there can be no assurance that the prospective results are indicative of the future performance of Blockfusion or that actual results will not differ materially from those presented in the unaudited financial projections . Inclusion of the unaudited financial projections in this Presentation should not be regarded as a representation by any person that the results contained in the prospective financial information will be achieved . Industry and Market Data In this Presentation, Blockfusion , Blue and Pubco rely on and refer to certain information and statistics regarding the markets and industries in which Blockfusion competes . Such information and statistics are based on Blockfusion’s management’s estimates and/or obtained from third - party sources, including reports by market research firms and company filings . While Blockfusion believes such third - party information is reliable, there can be no assurance as to the accuracy or completeness of the indicated information . None of Blockfusion , Blue or Pubco has independently verified the accuracy or completeness of the information provided by the third - party sources . Each of Blue, Blockfusion and Pubco expressly disclaims any responsibility or liability for any damages or losses in connection with the use of such information herein . Trademarks This Presentation may contain trademarks, service marks, trade names and copyrights of other companies, which are the property of their respective owners, and Blockfusion’s , Blue’s and Pubco’s use thereof does not imply an affiliation with, or endorsement by, the owners of such trademarks, service marks, trade names and copyrights . Solely for convenience, some of the trademarks, service marks, trade names and copyrights referred to in this Presentation may be listed without the TM, © or ® symbols, but Blockfusion , Blue and Pubco will assert, to the fullest extent under applicable law, the rights of the applicable owners, if any, to these trademarks, service marks, trade names and copyrights . No Offer or Solicitation This Presentation does not constitute (i) a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination or (ii) an offer to sell, a solicitation of an offer to buy or a recommendation to purchase any security of Blockfusion , Blue, Pubco or any of their respective affiliates . No such offering of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933 , as amended, or an exemption therefrom . Investment in any securities described herein has not been approved or disapproved by the SEC or any other regulatory authority nor has any authority passed upon or endorsed the merits of the offering or the accuracy or adequacy of the information contained herein any representation to the contrary is a criminal offense . June 2026 3 INVESTOR PRESENTATION
DISCLAIMER AND OTHER IMPORTANT INFORMATION (cont’d) The Convertible Notes referenced in this Presentation are being issued pursuant to a private placement . The Convertible Notes and the shares of common stock of Pubco issuable upon conversion of the Convertible Notes, if any, have not been and will not be registered under the Securities Act or any state securities laws . As a result, neither the Convertible Notes nor any common stock issuable upon conversion of the Convertible Notes may be offered or sold in the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws . Accordingly, the Convertible Notes are only being sold to persons reasonably believed to be "qualified institutional buyers" under Rule 144 A of the Securities Act . This Presentation is neither an offer to sell nor a solicitation of an offer to buy the Convertible Notes or any common stock issuable upon conversion of the Convertible Notes, nor shall there be any sale of any securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful . Participants in Solicitation Blockfusion , Blue and Pubco and their respective directors, managers and executive officers may be deemed under SEC rules to be participants in the solicitation of proxies of Blue’s shareholders in connection with the Business Combination . Investors and security holders may obtain more detailed information regarding the names and interests of Blue’s directors and officers in the Business Combination in Blue’s filings with the SEC, including Blue’s IPO S - 1 . To the extent that holdings of Blue’s securities have changed from the amounts reported in Blue’s IPO Form S - 1 , such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC . Information regarding 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 will be set forth in the Proxy Statement/Prospectus . Investors, shareholders and other interested persons are urged to read the Proxy Statement/Prospectus and other relevant documents that will be filed with the SEC carefully and in their entirety when they become available because they will contain important information about the Business Combination . Investors, shareholders and other interested persons will be able to obtain free copies of the Proxy Statement/Prospectus and other documents containing important information about Blockfusion , Blue and Pubco through the website maintained by the SEC at www . sec . gov . Company Statement on Non - GAAP Measures This Presentation contains certain financial forecasts, as further described under the heading “Use of Projections” above, prepared by Company management, which include certain non - GAAP measures and metrics, which are briefly described, together with such measures’ closest GAAP measures, as follows : Net Revenue (Non - GAAP) : Net Revenue represents projected cash receipts from customer contracts excluding pass - through items such as utilities . These forecasts are prepared on a cash basis, meaning they reflect the timing and magnitude of expected cash inflows rather than accrual - based accounting results . The most directly comparable GAAP measure to Net Revenue is Revenue recognized under ASC 606 , which would apply accrual accounting and straight - line recognition for long - term leases with escalators . Under GAAP, revenue is recognized when performance obligations are satisfied, regardless of when cash is collected, and would include adjustments for straight - lining of escalators . EBITDA (Non - GAAP) : EBITDA refers to earnings before interest, taxes, depreciation, and amortization . It is calculated by starting with Operating Income and adding back non - cash charges such as depreciation and amortization . The most directly comparable GAAP measure to EBITDA is Operating Income, which includes non - cash items and accrual adjustments . Blockfusion’s management included the foregoing non - GAAP measures, instead of their closest GAAP measures, because Blockfusion’s management believes these cash - based measures provide a more meaningful view of the project’s liquidity and earnings power for evaluating investment decisions . GAAP measures incorporate accruals, straight - lining of escalators, and other adjustments that do not impact actual cash availability . Presenting GAAP measures would require significant assumptions about lease accounting and timing, which are not practicable to measure or predict at this stage of Blockfusion’s development and because Blockfusion’s management anticipated the transition to become an HPC/AI data center . June 2026 4 INVESTOR PRESENTATION
TABLE OF CONTENTS 5 1 INVESTMENT HIGHLIGHTS 2 TRANSACTION STRUCTURE AND BUSINESS PLAN OVERVIEW 3 FINAL REMARKS 1 2 3 June 2026 INVESTOR PRESENTATION
▪ Aber is the Founder and Chief Executive Officer of Salt AI, an artificial intelligence technology company . Whitcomb is a seasoned technology entrepreneur and engineer with a track record of building and scaling global digital platforms across social networking, gaming, and blockchain infrastructure . ▪ Prior to founding Salt AI, Aber was the Chief Technology Officer and Co - Founder of Jam City, Inc . (formerly SGN Games), a leading multi - platform mobile entertainment company . At Jam City, he oversaw the company’s technology strategy, AI architecture, and infrastructure, enabling the global operation of its game portfolio and cross - platform development . Under his leadership, Jam City became one of the most successful mobile game publishers worldwide . ▪ Earlier in his career, Aber served as Chief Technology Officer and Co - Founder of MySpace , where he led all engineering and technical operations during the company’s rapid global expansion . His work helped establish MySpace as one of the most significant social networking platforms of the early Internet era . In recognition of his technical leadership, InfoWorld named Whitcomb one of the Top 25 CTOs of 2009 . ▪ Aber has co - founded and advised multiple ventures at the intersection of emerging technology and infrastructure . He served on the board of Core Scientific and a Co - Founder of i/o Ventures, an early - stage startup program emphasizing mentorship and founder development . ▪ Aber holds a degree from the University of Washington and was born and raised in Bellingham, Washington . 6 PROVEN MANAGEMENT TEAM ▪ Alex is the Co - Founder and Chief Executive Officer of Blockfusion USA, Inc . , a data center company powered by clean energy . He is also the Co - Founder and Chief Executive Officer of Blockfusion’s wholly owned subsidiary, North East Data, LLC, a data center property located in Niagara Falls, New York, with 50 MW of installed and operating capacity . He has served in these capacities since the companies’ formation in July 2019 ▪ From 2017 to 2019 , Alex was the Co - Founder and Chief Executive Officer of Blockfusion Technologies Inc . , a Canadian venture backed by private investors focused on developing data center assets in Canada ▪ An early participant in the blockchain industry, Alex became active in the Bitcoin community in 2011 and later organized the New York City Bitcoin Meetup . In 2015 , he was recognized by the United Nations Foundation for his contributions to innovation and social change ▪ Prior to his involvement in blockchain and data infrastructure, Alex held executive roles in the advertising technology sector, including serving as Chief Strategy Officer of Art of Digital, and earlier worked in the hospitality and live events industry in New York City Alex Martini CEO, Director, Co - Founder ▪ Kant is Blockfusion’s co - founder and has served as the company’s Chief Operations Officer since its inception ▪ 20 + years of experience building and managing world - class customer operations within the Tech . , Tele . , and Financial Services sectors ▪ Has held several senior leadership positions with Rogers Communications Inc . (TSX : RCI . B NYSE : RCI), where he authored and implemented the Rogers Enterprise Business Unit customer operations strategy and led award - winning teams responsible for Fixed land - line, mobile, data center, colocation, Cloud, and Internet of Things (IoT) supporting revenue growth to over $ 1 . 9 billion ▪ Kant holds an MBA from Queen’s University . He has been involved with such charitable organizations as the United Way and sits on the board of several public companies Kant Trivedi COO, Director, Co - Founder Aber Whitcomb Director June 2026 INVESTOR PRESENTATION
1. INVESTMENT HIGHLIGHTS
BLOCKFUSION: POSITIONED FOR EXPECTED SIGNIFICANT VALUE CREATION 8 Low - cost, sustainable energy advantage • Access to low - cost energy offering expected operational efficiency, cost savings, and competitiveness. Sustainable energy is highly desirable to attract ESG - focused clients. x Proven management team • Led by a highly experienced and visionary leadership team with a track record of successfully scaling data center operations and driving growth x Prime facility with available capacity and clear expansion pathway • Site with 50MW energized and in operation today. Expansion path to 300MW+ to meet accelerated cloud and AI - driven demand. Extens ive proprietary pipeline of vetted sites 1 across the US. x Agreed term sheets with Sona Asset Management for ~$200 million of financing across convertible and non - redemption structures 4 • Supports execution of the business plan with diversified capital sources and mitigates near - term financing risk and dilution x AI - native infrastructure • Following the HPC/AI Transition, the Niagara Facility is expected to be equipped to handle next - gen workloads from AI and advanced cloud solutions, intending to ensure long - term relevance in a rapidly evolving market. x Power Credibility Scale June 2026 Note 1: “Vetted sites” refers to locations that the Company has identified and is reviewing at varying stages of due diligenc e. “Proprietary” refers to the pipeline of prospective sites itself, which represents a proprietary asset assembled through the Company’s internal sourcing process and business relationships. This pipeline is not generally available to the publ ic or competitors and would be difficult to replicate due to the relationship - driven nature of the site identification and cultivation process. Note 2: All terms reflect contents of LOI which is non - binding. Note 3: Estimates calcul ated on 85MW take - or - pay capacity. If a definitive lease is executed on the LOI’s terms, it is expected that the 300MW contract will provide a value of ~$9.7BN lease revenue, ~$19BN lease revenue including all renewal options, subject to cer tain other conditions described elsewhere in this presentation. Note 4: All terms reflect contents of non - binding term sheets; definitive agreements under discussion, subject to ongoing due diligence and satisfaction of certain com mer cial and economic conditions precedent. Terms of definitive agreements, if any, may vary. INVESTOR PRESENTATION LOI with a leading AI customer has the potential to provide significant long - term recurring revenue • Letter of intent for a commitment of up to 300MW IT load capacity, of which initial 85MW will be take - or - pay capacity. Expected 15 - year term with two 5 - year renewal options 2 . • Projected to provide ~$2.8bn potential lease revenue, ~$5.4bn potential lease revenue including renewal options 2,3 . x
THE NIAGARA FACILITY REPRESENTS A STRATEGIC DATA CENTER SITE FOR LOW - LATENCY, HIGH - DENSITY WORKLOADS 9 ▪ Founded in 2019 , Blockfusion is a next - generation data center operator strategically located ~ 90 miles from Toronto and ~ 23 miles from Buffalo International Airport — at the heart of a cross - border power and fiber corridor ▪ Blockfusion is developing a 300 MW data center campus at its Niagara site, with 50 MW energized and operational , expected to deliver 100 % clean, zero - carbon power for AI, cloud, and high - density compute ▪ Key Highlights : ▪ Low - cost, stable power : NYISO 1 Zone - A offers one of North America’s most reliable and cost - efficient power markets, offering expected predictable margins for 24 / 7 AI workloads ▪ 100 % clean & emission - free : powered by hydro, nuclear, and renewables near the 2 GW Robert Moses Hydroelectric Facility . As part of its long - term sustainability strategy, Blockfusion is an anchor subscriber to a 5 MW community solar project, advancing renewable integration and reducing regional carbon intensity ▪ Proven reliability & prime location : Niagara Falls site achieves near 100 % uptime, surrounded by major HPC and semiconductor operators ( Tesla, Yahoo, Micron ) within New York’s SMART I - Corridor innovation hub ▪ Scalable campus design : owned and zoned property, reviewing adjacent parcels, potentially enabling campus - scale growth and customer clustering ▪ Connectivity & resilience : multiple fiber providers servicing the facility, offering expected continuous operations, carrier diversity, and ultra low - latency network performance ▪ Blockfusion combines clean energy, proven reliability, and scalable infrastructure, positioning it as a competitive and sustainable AI data center platform We believe proximity to major urban hubs positions Blockfusion’s data center as a top - tier option for latency - sensitive operations. Toronto 3.68ms Blockfusion background 3.18ms Building 1 – Phase 1 2 Source: Energy Mark and NYISO Power Trends 2025 - June 2, 2025; Note: 1. NYISO denotes the New York Independent System Operator, which oversees the state’s power system and daily operations to distribute electricity supply; Note 2: Preliminary renderings, which are based on management projections, can be subject to change. Prel imi nary renderings may not reflect actual results. For illustrative purposes only. Note: Map represents the location of the Blockfusion facility and its distance in milliseconds from major urban areas. Millisecond is the standard unit of measure of the distance in networking latency June 2026 Blockfusion Facility 0.98ms New York City Boston INVESTOR PRESENTATION
WHILE POWER CAPACITY IS CONSTRAINED IN MAJOR MARKETS, BLOCKFUSION SITE DELIVERS AVAILABLE CLEAN POWER AT COMPETITIVE RATES 10 Power generation capacity exists today… just not in the right places. Transmission grids globally remain capacity challenged. Ne ar net transmission capacity is the key friction point, especially as renewables become a top priority for utility companies. The challenge Grid transmission shortfall Blockfusion is developing a 300MW data center campus at its Niagara site 3 Source: DigitalBridge Investor Presentation 2024 ; Data Journey - Transmission Bottlenecks and The Impact on Data Center Growth; NYISO Power Trends 2025 - June 2, 2025 Note: 1. Illustration reflects management assessment. Note: 2. NYISO denotes the New York Independent System Operator, which ove rsees the state’s power system and daily operations to distribute electricity supply. 3. Subject to securing additional adjacent parcels, completion of planned construction in accordance with offtaker lease and financing. June 2026 NYISO 2 Zone A overview NYISO Zones A - E (Upstate NY) energy production by source – 89% zero emissions • Blockfusion facility has reached 100% clean power consumption • All - in power cost including curtailment credits under $0.06/kWh Nuclear Hydro Wind Solar Other Renewables Gas Oil Dual fuel (Oil/Gas) Total 2024 Production 27,073 25,785 5,821 64 731 6,583 23 570 66,650 GWh INVESTOR PRESENTATION The Grid, particularly transmission lines and substations represents a bottleneck as data center capacity expands rapidly 1
ANTICIPATED ANCHOR LEASE WITH A LEADING AI CUSTOMER UNDERPINS INITIAL CAMPUS BUILD - OUT WITH EXPECTED LONG TERM CONTRACTED CASH FLOWS 11 Blockfusion and the prospective tenant have signed a non - binding LOI and they are progressing toward definitive lease documentation on an accelerated timeline 85MW take - or - pay with incremental 215MW IT Load expansion capacity Note 1: All terms reflect contents of LOI which is non - binding subject to certain exceptions and subject to modification in defi nitive lease agreement, if any, subject to due diligence and satisfaction of conditions precedent. Ability to provide required MWs Tier 3 power subject to consummation of expansion plans, completing construction to leading AI custom er specifications and securing financing for acquisitions and construction, as further detailed on Slide 12. Note 2: Estimates calculated on 85MW take - or - pay capacity. If a definitive lease is executed on the LOI’s terms, it is expected that the 300MW contract will provide a value of ~$9.7BN lease revenue, ~$19BN lease revenue including all renewal options, subject to certain other conditions described elsewhere in this presentation. June 2026 INVESTOR PRESENTATION ~$2.8bn potential lease revenue ~ $5.4bn including renewal options 2 15 Years Lease Term with two 5 - year extension options Strategic Significance for Blockfusion ▪ Validates commercial positioning with leading AI customer ▪ Accelerates initial phase development and financing ▪ Establishes platform for multi - asset campus expansion (Niagara Campus) ▪ Provides visibility into contracted revenues ▪ Enables access to project - level and structured capital LOI Terms 1
BLOCKFUSION MANAGEMENT FORECASTS – June 2026* 1 Net Revenues, $M EBITDA, $M 12 June 2026 3 11 76 150 155 2026 2027 2028 2029 2030 (5) (10) 47 102 105 2026 2027 2028 2029 2030 INVESTOR PRESENTATION Note 1: Forecasts prepared by BF Management are unaudited, forward - looking, are presented solely for illustrative purposes and i ncorporate numerous additional assumptions, some or all of which may prove inaccurate. The BF HPC/AI Transition may not be successful or may take longer and cost more than currently predicted and if effectuated, may have less favorable results than Fo recasts suggest. Readers are urged not to place undue reliance on Forecasts and to review further information regarding assumptions incorporated therein in the S - 4 registration statement to be filed in connection with the Transaction. Forecasts pre pared using cash - based forecasting methodology and exclude non - cash items such as depreciation and amortization. See Slide 2 - 4 for further information regarding forward - looking statements and use of non - GAAP measures. Note 2: Assumes lease terms substanti ally similar to those reflected in LOI described in further detail elsewhere in this presentation, subject to final lease execution, satisfaction of applicable conditions precedent and construction financing. Note 3 – Financing source for HY debt to be identified, actual financing terms may be different from assumptions. Revenue and EBITDA Forecasts prepared by Blockfusion Management as of June 2026 which incorporate the following key assumptions: *2026 refers to period between 8/1/26 - 12/31/26; all other years are calendar years Forecasts assume, for modeling purposes, that: • The proposed Business Combination (BC) is consummated on July 31st, 2026, resulting in ~$230M proceeds to Blockfusion (from a combination of $175M from convertible debt financing transactions and trust retention, 50% redemption level assumed), after satisfaction of estimated transaction expenses and repayment of Blockfusion existing debt and other obligations at closing, which amount is expected to be utilized to carry out initial HPC/AI transition steps while BF winds down Tier 1 activities/revenues. • Prior to BC closing, Blockfusion executes a long - term lease 2 with leading AI customer as Niagara Facility anchor tenant with terms generally consistent with LOI which provides an 85MW guaranteed take - or - pay power lease, to be made available in three tranches, subject to final lease terms and satisfaction of conditions precedent, including building specifications, subject to financing. • HPC/AI transition is executed in accordance with, and on timelines set forth in, BF Development Plans developed with Gensler, JBB, Tomasetti, taking into account tenant requirements, including execution of “core” engineering, construction and facility development, with revenue generation by the end of 2027. • Blockfusion has access to sufficient capital to carry out the BF Development Plans, through combination of proceeds, if any, from BC, customer pass - throughs or funding, if any, and additional financing (which, for modeling purposes, is assumed to consist of long - term high - yield debt with terms similar to the terms similar to publicly - available terms of like debt arranged through first tier sources); including, without limitation, estimated capex for “core” build of approximately $900M , excluding expansion/acquisition costs (Est. Tier 3 Niagara CapEx Reqts for 2026 - 2028: $309.1M, $301.1M and $282.2M, dropping to est. $1.5M annually thereafter) 3 • Revenues under offtake lease agreement commence upon deployment of initial 25 MWs and increase as new, fully scaled facility comes online and expansions are consummated. • Utilities costs are client pass - throughs; operating costs increase 2% annually (management estimate based on professional experience)
ANTICIPATED INSTITUTIONAL CAPITAL FORMATION: AGREED TERM SHEETS WITH SONA ASSET MANAGEMENT FOR ~$200 MILLION OF FINANCING 1 13 Multi - layered capital stack anchored by leading institutional investor supports execution and materially de - risks development plan $175mm of Convertible Note June 2026 INVESTOR PRESENTATION ~$33mm of Non - Redemption Agreements Increase funding certainty at closing Reduce dilution vs equity - only financing Provide validation from a sophisticated capital provider x x x 1: All terms reflect contents of non - binding term sheets; definitive agreements under discussion, subject to ongoing due diligen ce and satisfaction of certain commercial and economic conditions precedent. Terms of definitive agreements, if any, may vary. Blockfusion Management believes that these transactions will:
BLOCKFUSION IS PARTNERING UP WITH BEST - IN CLASS STRATEGIC VENDORS FOR THE HPC/AI TRANSITION THAT FOCUS ON HYPERSCALE DATA CENTER DESIGN AND ENGINEERING 14 Designs, preliminary budgets, and construction timelines have been advanced, including redundancy planning at the utility substation level, which is mission - critical to hyperscale clients, and reduces execution risk Engineering status Strategic HPC/AI Transition Partners Note: Preliminary renderings, which are based on management projections, can be subject to change. Preliminary renderings may no t reflect actual results. For illustrative purposes only. Preferred OEMs June 2026 INVESTOR PRESENTATION
THE NIAGARA FACILITY POST HPC/AI TRANSITION IS DESIGNED TO HOST NEXT GENERATION AI WORKLOADS WITH 200kW+ COMPUTE LOADS PER GPU RACK 15 Level 1 Design Level 2 Design Aerial: Building 1 – Phase 1 Campus Aerial: Building 1 – Phase 1 June 2026 Note: Preliminary renderings, which are based on management projections, can be subject to change. Preliminary renderings may no t reflect actual results. For illustrative purposes only. INVESTOR PRESENTATION
BLOCKFUSION IS PURSUING STRATEGIC LAND ACQUISITIONS TO EXPAND CAMPUS FOOTPRINT, EXPAND SCALABLE DEPLOYMENT TO MEET ANCHOR TENANT DEMAND 16 Blockfusion has entered into an exclusivity agreement with a landowner covering parcels adjacent to the current owned site to support the full scope of the Company’s contemplated campus expansion Note: Preliminary renderings, which are based on management projections, can be subject to change. Preliminary renderings may no t reflect actual results. For illustrative purposes only. 1. Anticipated Lease Agreement with leading AI customer under discussion based on terms of current LOI, as further described on Sli de 11 and elsewhere in this presentation, subject to Slides 2 - 4. 2. Subject to consummation of Blockfusion expansion plans, subject to financing and definitive offtake agreements. June 2026 INVESTOR PRESENTATION From Building 1 – Phase 1… …Growing to a Campus with Multiple Buildings in an area of 40 acres (existing site and expansion site) 2 Strategic Value Creation Will support customer’s 1 demand ramp Capacity expands alongside contracted deployment x Enables the transformation of the Niagara site into a scalable campus platform Not a single - site development x Opportunity to maximize value of power & interconnection position Grid capacity monetized across phases x Enhances future financing capacity Enables repeatable project - level financing x Creates long - term development pipeline visibility Pathway to >300 MW+ 2 x
0 10 20 30 40 50 60 70 80 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 BLOCKFUSION ANTICIPATES A SIGNIFICANT TIME - TO - MARKET ADVANTAGE GIVEN ITS POWER AVAILABILITY 17 In - Service Year Duration IR to COD (Months) Median 25 - 75th percentile Duration Analyzed Interconnection Request (IR) Interconnection Agreement (IA) Commercial Operations (COD) 0 1 2 3 4 5 6 7 Site acquisition Development Connection Procurement Construction Design, Site Pre - Construction Construction Traditional greenfield DC Potentially at least 5 yrs time advantage Source: Lawrence Berkeley National Laboratory, April 2024 Power capacity submitted into the interconnection queue 1 for approval and study has increased every year Wait times keep rising; now ~5 years 0 500 1,000 1,500 2,000 2,500 3,000 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 Entered queues in year shown Entered queues in earlier year Capacity (GW) June 2026 Illustrative conversion timeline: traditional greenfield DC 2 vs. Blockfusion HPC/AI Transition 3 opportunity (years) Note 1: “Interconnection queue” refers to the formal process by which projects request and await approval to connect to the e lec tric grid, including required technical studies and impact assessments; Note 2: “greenfield project” refers to the development of a new data center facility from the ground up on undeveloped land, requirin g c omplete development of all critical systems and infrastructure; Note 3: HPC/AI transition plan as designed in collaboration with Blockfusion’s strategic partners INVESTOR PRESENTATION
2. TRANSACTION STRUCTURE AND BUSINESS PLAN OVERVIEW
TRANSACTION SUMMARY (1) June 2026 19 Transaction Highlights Illustrative Pro Forma Valuation Sources and Uses Illustrative Pro Forma Ownership at Close ▪ The BCA values Blockfusion at a $450 million pre - money equity value , with an earnout of up to 9.25M additional shares , issuable ratably during a three - year post - closing period if VWAP post - closing trading prices equal or exceed $15, $20, $25, $30 and $35 per share ▪ Potential for over $200M of committed capital has been secured assuming consummation of Convertible Note Financing which converts at a premium to the $10.00 issue price and $33M of non - redemption agreements (2) ▪ Existing Blockfusion shareholders will roll 100% of interest into the proforma business ▪ Post - Closing Surviving Company will have a dual class voting structure intended to provide decision - making continuity for certain significant Blockfusion shareholders $10.00 Illustrative Share Price 65.0 Pro Forma Shares Outstanding $649.7 Pro Forma Equity Value 230.6 ( - ) Pro Forma Cash $419.1 Pro Forma Enterprise Value Source: Company financials (1) Pubco securities issuable at Closing to Blockfusion security holders will have an aggregate value of $450M, inclusive of options an d warrants issuable in respect of Blockfusion rolling options and warrants, excludes the impact of 9.25M earnout shares issued ratably at $15.00 per share, $20.00 per share, $25.00 per share, $30.00 per share and $35.00 share to c ert ain members of Blockfusion management (10% of which may be assigned, transferred, or otherwise delivered to third parties assisting with Blockfusion's HPC/AI transition); Assumes 50% redemptions from BACC trust, inclusive of $33.0M of BACC non - redemption agreements; Includes 12.1M BACC public share s (inclusive of 2.0M shares underlying public rights), 45.0M Blockfusion shares, 7.1M founder/advisor shares, 0.7 M Private Placement shares (inclusive of 0.06M shares underlying private rights), 0.2M underwriter representative shares. Exc lud es certain potential terms/attributes of financing transactions being finalized as of the date of this presentation. (2) Based on terms reflected in non - binding term sheets. Definitive agreement terms may vary and are subject to ongoing investor dil igence and satisfaction of applicable conditions precedent. Blue Public 18.6% Blue Sponsor 12.2% Blockfusion Rollover Equity 69.3% INVESTOR PRESENTATION (50% redemptions BACC trust; excluding Blockfusion earnout and impact of certain potential financing transactions ) Uses ($M) Sources ($M) $450 Company Security Holder Rollover $450 Company Security Holder Rollover (Excluding earnout) 30 Debt Repayment 101 Blue Cash in Trust 231 Cash to Balance Sheet 175 Convertible Note 15 Estimated Transaction Expenses $726 Total Uses $726 Total Sources
COMPARABLE COMPANIES ANALYSIS 20 TEV 5.6x 4.7x 20.3x 22.8x 16.6x 33.6x 46.1x 24.2x 20.6x 21.5x N.M. 12.4x 29.8x 7.2x 8.3x TEV / EBITDA CY 2027 Median: 10.3x Average/Median: 21.0x Traditional DC Operators HPC DCs without Leases BF Leased HPC DCs Median: 22.8x $573mm 2 $9.8bn $13.7bn $83.3bn $124.9bn $3.6bn $6.1bn $5.7bn $1.1bn $1.0bn $13.9bn $13.3bn $10.6bn $15.2bn 1 Multiple Based on Estimated EBITDA 1 For Reference June 2026 INVESTOR PRESENTATION 1 $480mm 2 Average: 27.3x Average: 14.4x Assumes full earn - out paid Source: Capital IQ (6/11/26) for broker consensus EBITDA 2027E figures and stock prices, latest SEC Filings for calculating t ota l enterprise values Note 1: Calculated using estimated 2029 EBITDA of $102mm (run - rate), derived from Blockfusion management forecasts described on preceding slide, subject to numerous assumptions and qualifications set forth on slides 2 - 4. Estimated 2029 EBITDA for future Blockfusion HPC/AI business assumes successful implementation of the Company’s development plans and expansion, capital access, lease off ta ke and numerous other assumptions. Actual results may differ. Note 2: Excludes impacts of various potential debt/construction financing arrangements. This comparison reflects forward - looking stabilized earnings power total enterprise value (TEV) to forecasted EBITDA values, intended to illustrate potential at stabilized states . Includes CY 2027 E EBITDA of peers and Blockfusion’s estimated contracted EBITDA after a lease sign/at lease stabilization — the point at which investors typically price platforms . With earn - out Without earn - out
3. FINAL REMARKS
THE BLOCKFUSION OPPORTUNITY: THE RIGHT PLATFORM, THE RIGHT TIME INVESTOR PRESENTATION 22 x Scalable, AI - grade capacity — ready to be developed now, not years from now . x Validated demand : signed LOI with leading AI customer for up to 300 MW IT load deployment has the potential to provide highly visible recurring revenue 1 . x ~ $ 200 million of financing under agreed term sheets demonstrates meaningful progress on capital formation with institutional counterparties 2 . x Clean, low - cost power and strategic location near major tech hubs . x Proven management team with a track record of building and operating mission - critical infrastructure . x Unique entry point for investors to capture the upside of the AI infrastructure wave — where speed, scale, and execution matter most . June 2026 Note 1: Based on terms set forth in non - binding LOI. Definitive lease under discussion, subject to due diligence and satisfactio n of conditions precedent, including financing, construction and campus expansion, as further described elsewhere in the presentation, subject in all respects to Slides 2 - 4. Note 2: Based on non - binding term sheets, as further described on Slide 13, subject in all respects to Slides 2 - 4.
APPENDIX
24 Source: Deloitte “Can US infrastructure keep up with the AI economy?” – June 24, 2025 Note 1: Chart is for illustrative purposes only and is not drawn to scale. Note 2. Statistics show how power infrastructure f or IT Workloads in the US will evolve by use - case. For example, power infrastructure used for “Traditional” use cases are expected to grow at a CAGR (compounded annual growth rate) of ~6% between 2024 and 2035 to achieve ~50GW by 203 5. ~6% 2024 - 2035 CAGR Power Infrastructure by 2035 ~53GW ~37% ~123GW “Traditional” trends (core, cloud, other) 1 Artificial intelligence Increasing data volume IT Outsourcing Proliferation of Cloud Inferencing ML/LLM Target segment BLOCKFUSION IS POSITIONED TO TARGET THE FASTEST GROWING SEGMENT OF THE DATA CENTER SECTOR THAT WILL REQUIRE AN INCREMENTAL 120GW+ OF DATA CENTER CAPACITY Power required for US Traditional Workloads 2 : June 2026 2024 - 2035 CAGR Power Infrastructure by 2035 Power required for US HPC/AI Workloads 2 : INVESTOR PRESENTATION
Server capex split by market segment 25 $0 $20 $40 $60 $80 $100 $120 $140 $160 $180 $200 Hyperscale cloud SPs Cloud (excl. top 4) Cloud (traditional and comms SPs) Cloud (AI specialized) Enterprises (billions) 2022 2023 2024 2025 2026 2027 2028 CAGR 32% AI Neocloud CAGR 22% CAGR 10% CAGR 93% CAGR 7% HYPERSCALERS AND EMERGING “NEO - CLOUD” SERVICE PROVIDERS ARE EXPECTED TO INVEST ~$1 TRILLION IN SERVERS BETWEEN 2026 - 2028 Comments • Rapid growth of new AI - focused cloud service providers ('AI Neoclouds ’), could give birth to the next hyperscaler • CoreWeave , xAI , NexGen Cloud, Crusoe, Lambda, TensorDock , Taiga Cloud, TensorWave , and Groq are notable AI Neoclouds • AI Neoclouds expected to grow at a 93% CAGR over five years, significantly impacting the public cloud market • Amazon Web Services (AWS), Microsoft, Google, and Meta expected to lead in server capex spending • New breed AI specialized cloud service providers are increasing their investments at a faster rate than the top 4 • IT infrastructure vendors are refocusing their strategies to capture opportunities with these fast - growing, well - funded cloud service providers Source: LinkedIn post by Steven Kiernan, Vice President, referencing OMDIA Report, 2024. June 2026 INVESTOR PRESENTATION
BLOCKFUSION’S HPC/AI TRANSITION PLAN AND KEY ASSUMPTIONS FOR FINANCIAL FORECASTS 26 HPC/AI Transition: operational milestones and timeline Key Assumptions in Deriving the Financial Forecasts June 2026 • 2026 in the model represents the period from August 1, 2026 to December 31, 2026 Assumed deal closing on July 31 st 2026 2% cost indexation $10.5mm capex per MW • Leasing escalator applied to contracted revenues, consistent with LOI • 2% annual cost indexation to reflect inflationary trends • Reflects the complete white - space infrastructure build “up to the rack” • Inclusive of electrical, mechanical, cooling, and network systems Deal closing Months T0 = July 31 st , 2026 2027 Q4 2028 Wind - down Tier 1 Operations Site Prep, Design and Engineering Tier 3 – 85MW Development 1 25MW 50MW 85MW Actual Closing Date may be different. Figures are based on management forecasts and estimates, which are subject to change an d m ay not reflect actual future results; Forecasts reflect anticipated terms of lease agreement with leading AI customer, based on terms of non - binding LOI; actual lease terms, if a Lease Agreement is entered into, may vary; subject to due diligence and satisfaction of conditions precedent, as further described elsewhere in this presentation. Note 1: Forecasts prepared by Blockfusion management as of June 2026, incorporating numerous assumptions, including as further descri bed on Slide 12. All information subject to the qualifications set forth on Slides 2 - 4. Actual results may differ. Assumptions include that Blockfusion has access to material amounts of capital, sufficient to satisfy HPC/AI development plan , h as entered into at least one long - term lease/offtake agreement, executes expansion opportunities and completes associated permitting requirement such that the Company completes the HPC/AI transition within management estimates of relate d c osts and timelines, yielding the results management anticipates, as further described on Slide 12. INVESTOR PRESENTATION Lease Agreement
FAQ
What did Blue Acquisition Corp. (BACC) change in its Blockfusion business combination agreement?
What are the key terms of Blockfusion’s AI anchor lease LOI described by BACC?
What financing is contemplated alongside the Blue–Blockfusion business combination?
How does Blockfusion plan to expand its Niagara Falls data center campus?
What long-term financial projections does Blockfusion provide in connection with BACC’s deal?
Filing Exhibits & Attachments
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