Blue Acquisition Corp. (BACC) disclosed that it, Blockfusion Digital Infrastructure, Inc., and Pubco entered into a Fifth Amendment to their Business Combination Agreement, extending the contractual Outside Date for completing their previously announced business combination to November 30, 2026. Other terms of the Business Combination Agreement remain unchanged, and the transaction would result in both Blue and Blockfusion becoming wholly owned subsidiaries of Pubco, which is expected to be publicly traded. The companies continue to pursue shareholder approval and regulatory clearance through a Registration Statement on Form S-4 and a related Proxy Statement/Prospectus.
Harraden Circle Investments, LLC and Frederick V. Fortmiller, Jr. report a passive ownership position in Blue Acquisition Corp. Class A shares. They beneficially own 1,064,723 Class A shares, representing 5.10% of the class, with no sole voting or dispositive power.
The shares are held across several funds, including Harraden Circle Investors, LP, Harraden Circle Special Opportunities, LP, Harraden Circle Strategic Investments, LP, and Harraden Circle Concentrated, LP. Harraden Circle Investments, LLC acts as investment manager with shared voting and dispositive power over these shares, and Mr. Fortmiller is its managing member.
Tenor Capital Management Company, L.P., Tenor Opportunity Master Fund, Ltd., and Robin Shah report beneficial ownership of Class A ordinary shares of Blue Acquisition Corp. This amended Schedule 13G reflects holdings of 1,747,389 shares, representing 8.4% of the Class A shares outstanding.
The shares are held directly by Tenor Opportunity Master Fund, Ltd., with Tenor Capital as investment manager and Robin Shah in a control role over its general partner. The reporting persons state they share voting and dispositive power over these shares and each disclaims beneficial ownership except to the extent of any pecuniary interest. The percentage ownership is based on 20,892,250 Class A shares stated as issued and outstanding in Blue Acquisition Corp.’s Form 10-Q filed on August 11, 2026.
Blue Acquisition Corp., a Cayman Islands SPAC, reported total assets of $209.6 million as of June 30 2026, largely comprising $209.3 million of cash and marketable securities in its Trust Account, or $10.40 per Public Share. The company generated net income of $2.05 million for the six months ended June 30 2026, driven by $3.64 million of interest income on Trust investments, while incurring $1.60 million of operating expenses.
Blue Acquisition had a working capital deficit of $1.97 million and disclosed that it lacks sufficient liquidity to fund operations for at least one year, raising substantial doubt about its ability to continue as a going concern. It must complete an initial Business Combination by March 16 2027 or liquidate. The company continues to pursue its proposed Blockfusion Business Combination, amending the agreement to expand Pubco’s post-closing equity incentive pool to 12% of outstanding shares and add an earnout of up to 9,250,000 Pubco Class A Shares over a 36‑month period based on share‑price performance.
Blue Acquisition Corp. reports that on July 31, 2026 it, Blockfusion USA, Inc. and Blockfusion Digital Infrastructure, Inc. entered into a Fourth Amendment to their November 19, 2025 Business Combination Agreement. The amendment extends the BCA’s defined “Outside Date,” while all other terms remain in effect.
The Business Combination would make Blue and Blockfusion wholly owned subsidiaries of Blockfusion Digital Infrastructure, Inc. (“Pubco”), with Pubco becoming a publicly traded company. A Registration Statement on Form S-4, including a proxy statement/prospectus for Blue’s extraordinary shareholder meeting to approve the Business Combination, has been filed, and shareholders are urged to review these materials. Extensive forward-looking statement and risk disclosures highlight potential completion, regulatory, market, cryptocurrency and execution risks around the transaction.
Blue Acquisition Corp. reported that it has entered into a Fourth Amendment to its Business Combination Agreement with Blockfusion Digital Infrastructure, Inc., Atlas I Merger Sub, Atlas Merger Sub, Inc. and Blockfusion USA, Inc. The original Business Combination Agreement was signed on November 19, 2025 and provides for Blue and Blockfusion to become wholly owned subsidiaries of Pubco, which is expected to be a publicly traded company.
The Fourth Amendment, dated July 31, 2026, modifies the agreement solely to extend the “Outside Date,” while all other terms of the Business Combination Agreement remain in full force and effect. Completion of the Business Combination remains subject to shareholder approval and other closing conditions, and is being pursued through a Registration Statement on Form S-4 that includes a proxy statement/prospectus for Blue’s shareholders.
Blue Acquisition Corp. filed an amended current report to correct Exhibit 2.1, replacing the previously filed version of the Third Amendment to its Business Combination Agreement with Blockfusion Digital Infrastructure, Inc. and related entities. All other disclosures from the earlier report remain unchanged.
The Third Amendment adds an earnout structure for up to 9,250,000 shares of Pubco Class A common stock, issuable to certain Blockfusion stockholders over a 36‑month Earnout Period after closing, if specified share-price targets or qualifying change‑of‑control prices are achieved. The earnout will be issued in five tranches and allocated pro rata based on merger consideration, with 10% of any Earnout Shares potentially directed to third parties assisting Blockfusion’s transition toward AI training, inference and other HPC workloads.
The amendment also reduces the planned post‑closing Pubco board of directors from nine to seven members. Blue and Blockfusion also reference a joint press release, an investor call transcript and an updated investor presentation discussing Blockfusion developments and the proposed business combination.
Blue Acquisition Corp. filed an amended report to replace an incorrect version of the Third Amendment to its Business Combination Agreement with Blockfusion Digital Infrastructure, Inc. with the correct exhibit. The amendment itself leaves the core deal structure in place but adds an earnout of up to 9,250,000 shares of Pubco Class A common stock for certain Blockfusion stockholders. These shares may be issued over a period ending 36 months after the business combination closing, in five tranches tied to volume weighted average price targets or a qualifying change of control. The amendment also reduces the planned post-closing Pubco board size from 9 to 7 directors, and permits up to 10% of any earnout shares issued to be delivered to third parties assisting Blockfusion’s transition toward AI and other high-performance computing workloads.
Blue Acquisition Corp. amended its Business Combination Agreement with Blockfusion on June 30, 2026 to add an earnout of up to 9,250,000 shares of Pubco Class A common stock payable in five tranches based on VWAP price targets during the 36‑month earnout period and to reduce Pubco’s post‑closing board from 9 to 7 directors.
The amendment allocates Earnout Shares pro rata to Blockfusion stockholders receiving merger consideration and permits up to 10% of an Earnout tranche to be transferred to third parties assisting Blockfusion’s transition to AI/HPC workloads. Other terms of the Business Combination Agreement remain in effect.
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.