Blue Acquisition Corp. (BACC) is asking shareholders to approve its proposed business combination, and the accompanying prospectus covers up to 84,508,200 shares of Blockfusion Digital Infrastructure, Inc. (Pubco) Class A common stock. Under the agreement, Blockfusion USA, Inc. security holders would receive newly issued Pubco shares, assumed options and warrants with an aggregate value of $450 million.
The agreement's $75.0 million minimum-cash condition has been waived in writing by Blockfusion. Blue and Blockfusion agreed to use reasonable best efforts to enter into financing agreements with at least $100 million in aggregate proceeds; no PIPE or other financing transactions had been identified or entered into. The trust account held approximately $211.6 million as of October 20, 2026. Shareholders are scheduled to vote on November 17, 2026; the proposed charter gives Pubco Class B shares 20 votes per share, compared with one vote for Class A.
Blue Acquisition Corp. (BACC) furnished an updated investor presentation describing its proposed business combination with Blockfusion USA, Inc.; upon closing, both would become wholly owned subsidiaries of Blockfusion Digital Infrastructure, Inc. (Pubco), which would become publicly traded. Completion remains subject to conditions, including Blue shareholder approval.
Blockfusion reports a 15-year CoreWeave lease covering 35 MW, plus a 50 MW expansion agreement; the expansion requires additional power and satisfaction of conditions. Management estimates approximately $2.8 billion of revenue from 85 MW if CoreWeave activates the expansion, or approximately $5.4 billion if it exercises both five-year renewals. Forecasts assume a November 2026 closing and approximately $200 million in proceeds to Blockfusion, including an illustrative $100 million financing that was not committed. Management estimates approximately $920 million of capital expenditures for 2026 through 2029, excluding expansion and acquisition costs. Projections are unaudited, cash-based and subject to assumptions; actual results may differ materially.
Blue Acquisition Corp/Cayman (symbol: BACC) is the issuer of record for a Form 8-K filing submitted to the SEC.
Blue Acquisition Corp/Cayman (BACC) received an amended Schedule 13G stating that a group of institutional investors associated with Magnetar no longer beneficially owns its common stock. Amendment No. 1 reports that, as of June 30, 2026, Magnetar Financial LLC, Magnetar Capital Partners LP, Supernova Management LLC, and David J. Snyderman collectively held 0 shares of Blue Acquisition Corp common stock, par value $0.0001.
The filing states that this position represents approximately 0% of the outstanding common shares, and confirms that the Reporting Persons have no sole or shared voting or dispositive power over any Blue Acquisition Corp shares. The Reporting Persons therefore report ownership of 5 percent or less of this class of securities.
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. 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 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.