Form 8-K/A
8-K/A — Blue Acquisition Corp/Cayman
Accession: 0001185185-26-002914
Filed: 2026-07-13
Period: 2026-06-30
CIK: 0002059654
SIC: 6770 (BLANK CHECKS)
Item: Entry into a Material Definitive Agreement
Item: Regulation FD Disclosure
Item: Financial Statements and Exhibits
Documents
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EX-2.1 — EXHIBIT 2.1 (baccex2-1.htm)
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2026-06-30
2026-06-30
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2026-06-30
2026-06-30
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2026-06-30
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of
earliest event reported): July 13, 2026 (June 30, 2026)
Blue
Acquisition Corp.
(Exact
name of registrant as specified in its charter)
Cayman
Islands
001-42699
98-1855000
(State
or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS
Employer
Identification No.)
1601
Anita Lane
Newport
Beach CA, 92660-4803
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: 646-543-5060
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☒ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading
Symbol(s)
Name
of each exchange
on which registered
Units,
each consisting of one Class A ordinary share and one right
BACCU
The
Nasdaq Stock Market LLC
Class
A ordinary shares, par value $0.0001 per share
BACC
The
Nasdaq Stock Market LLC
Rights,
each right entitling the holder to receive one-tenth (1/10) of one Class A ordinary share upon the consummation of an initial
business combination
BACCR
The
Nasdaq Stock Market LLC
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Explanatory Note
This Amendment to the Current
Report on Form 8-K/A (this “Amended Report”) of Blue Acquisition Corp. (the “Company”)
amends the Company’s Current Report on Form 8-K, which was filed with the Securities and Exchange Commission on June 30, 2026 (the
“Original Report”). The Company inadvertently filed an incorrect copy of the Third Amendment (as defined below),
and this Amended Report is being filed solely to replace in its entirety Exhibit 2.1 filed with the Original Report with the correct version
of Exhibit 2.1 filed herewith. Other than as described above, this Amended Report does not amend any other information previously filed
in the Original Report.
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 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.
3
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: July 13, 2026
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EX-2.1 — EXHIBIT 2.1
EX-2.1
Filename: baccex2-1.htm · Sequence: 2
Exhibit 2.1
THIRD AMENDMENT
TO THE
BUSINESS COMBINATION AGREEMENT
This Third Amendment (this
“Third Amendment”) to the Business Combination Agreement, dated as of June 30, 2026 amends the Business Combination
Agreement, dated as of November 19, 2025 (the “Original Agreement,” as amended by the First Amendment to the
Business Combination Agreement, dated as of March 19, 2026 (the “First Amendment”), the Second Amendment to
the Business Combination Agreement, dated as of May 6, 2026 (the “Second Amendment”), and as may be further
amended, supplemented, modified and/or restated from time to time, the “Business Combination Agreement”), by
and among (i) Blue Acquisition Corp., a Cayman Islands exempted company (“SPAC”), (ii) Blockfusion
Digital Infrastructure, Inc. (formerly Blockfusion Data Centers, Inc.), a Delaware corporation (“Pubco”), (iii)
Atlas I Merger Sub, a Cayman Islands exempted company and a wholly-owned subsidiary of Pubco (“SPAC Merger Sub”),
(iv) Atlas Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Pubco (“Company Merger Sub”),
and (v) Blockfusion USA, Inc., a Delaware corporation (together with its successors, the “Company”). Capitalized
terms used but not defined herein shall have the meanings ascribed to them in the Business Combination Agreement.
RECITALS:
WHEREAS, Section 10.8
of the Business Combination Agreement sets forth that the Business Combination Agreement may be amended, supplemented or modified only
by execution of a written instrument signed by each of the Parties; and
WHEREAS, the Parties
desire to amend certain provisions of the Business Combination Agreement, including to, among other things, (i) add certain earnout provisions
and (ii) decrease the size of the Post-Closing Pubco Board from nine to seven individuals.
NOW, THEREFORE, in
consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
and in accordance with the terms of the Business Combination Agreement, the Parties, intending to be legally bound, do hereby acknowledge
and agree as follows:
1. Amendments
to the Business Combination Agreement.
(a) The
following Section 1.16 is hereby added to the Business Combination Agreement in its entirety as follows:
“1.16 Earnout. After
the Closing, subject to the terms and conditions set forth herein, certain Company Stockholders (collectively, the “Earnout
Participants”) , in each case, as more particularly described on Annex I hereto, shall have the contingent right
to receive up to an aggregate maximum of 9,250,000 shares of Pubco Class A Common Stock (the “Earnout Shares”),
to be allocated among the Earnout Participants as set forth on Annex I, as additional consideration from Pubco based on the performance
of the Pubco Class A Common Stock, as follows:
(a) In
the event that the VWAP of the Pubco Class A Common Stock equals or exceeds $15.00 per share (as adjusted for stock splits, stock dividends,
reorganizations and recapitalizations) (the “First Share Price Target”) for twenty (20) out of any thirty (30)
Trading Days during the period beginning on the Closing Date and ending on the date that is thirty-six (36) months after the Closing Date
(the “Earnout Period”), then, subject to the terms and conditions of this Agreement, Pubco shall issue to the
Earnout Participants 1,850,000 Earnout Shares (the “First Earnout Share Payment”).
(b) In
the event that the VWAP of the Pubco Class A Common Stock equals or exceeds $20.00 per share (as adjusted for stock splits, stock dividends,
reorganizations and recapitalizations) (the “Second Share Price Target”) for twenty (20) out of any thirty (30)
Trading Days during the Earnout Period, then, subject to the terms and conditions of this Agreement, Pubco shall issue to the Earnout
Participants 1,850,000 Earnout Shares (the “Second Earnout Share Payment”).
(c) In
the event that the VWAP of the Pubco Class A Common Stock equals or exceeds $25.00 per share (as adjusted for stock splits, stock dividends,
reorganizations and recapitalizations) (the “Third Share Price Target”) for twenty (20) out of any thirty (30)
Trading Days during the Earnout Period, then, subject to the terms and conditions of this Agreement, Pubco shall issue to the Earnout
Participants 1,850,000 Earnout Shares (the “Third Earnout Share Payment”).
(d) In
the event that the VWAP of the Pubco Class A Common Stock equals or exceeds $30.00 per share (as adjusted for stock splits, stock dividends,
reorganizations and recapitalizations) (the “Fourth Share Price Target”) for twenty (20) out of any thirty (30)
Trading Days during the Earnout Period, then, subject to the terms and conditions of this Agreement, Pubco shall issue to the Earnout
Participants 1,850,000 Earnout Shares (the “Fourth Earnout Share Payment”).
(e) In
the event that the VWAP of the Pubco Class A Common Stock equals or exceeds $35.00 per share (as adjusted for stock splits, stock dividends,
reorganizations and recapitalizations) (the “Fifth Share Price Target” and together with the First Share Price
Target, the Second Share Price Target, the Third Share Price Target and the Fourth Share Price Target, the “Share Price Targets”)
for twenty (20) out of any thirty (30) Trading Days during the Earnout Period, then, subject to the terms and conditions of this Agreement,
Pubco shall issue to the Earnout Participants 1,850,000 Earnout Shares (the “Fifth Earnout Share Payment” and
together with the First Earnout Share Payment, the Second Earnout Share Payment, the Third Earnout Share Payment and the Fourth Earnout
Share Payment, the “Earnout Share Payments”).
(f) For
purposes of Section 1.16(a)-(e) above, the thirty (30) Trading Day periods may be overlapping, such that multiple Share
Price Targets may be achieved simultaneously or within thirty (30) Trading Days of each other. For the avoidance of doubt, the Earnout
Share Payments are cumulable but each is earnable solely on an all-or-nothing basis, such that there will be no entitlement
to a partial award of any Earnout Share Payment. The number of shares of Pubco Class A Common Stock constituting any Earnout Share Payment
shall be equitably adjusted for stock splits, stock dividends, combinations, recapitalizations and the like after the Closing. No fractional
shares of Pubco Class A Common Stock, or certificates or scrip representing fractional shares of Pubco Class A Common Stock, will be issued
upon any Earnout Share Payment, and any such fractional shares or interests therein will not entitle the owner thereof to vote or to any
rights of a stockholder of Pubco; provided, that any fractional shares of Pubco Class A Common Stock issued as an Earnout Share Payment
will be rounded up to the nearest whole share of Pubco Class A Common Stock, as applicable.
2
(g) Upon
the achievement of any Share Price Target, Pubco shall, within five (5) Business Days following the date on which such Share Price Target
is achieved (such date, the “Achievement Date”), issue to each Earnout Participant such Earnout Participant’s
allocable portion of the applicable Earnout Shares in accordance with Annex I. Pubco shall deliver (or cause to be delivered) such
Earnout Shares by book-entry transfer through the facilities of The Depository Trust Company (or any successor depositary) to the account
or accounts designated by each Earnout Participant. With respect to any Earnout Shares issued pursuant to this Section 1.16, the
Earnout Participants shall be entitled to receive (i) all dividends and other distributions declared by Pubco with a record date
on or after the applicable Achievement Date and (ii) voting rights with respect to such Earnout Shares as of the applicable Achievement
Date; provided that, to the extent any dividend or distribution has a record date that occurs after the applicable Achievement
Date but prior to the actual issuance of the applicable Earnout Shares, Pubco shall pay to each Earnout Participant, promptly following
the issuance of such Earnout Shares, an amount in cash equal to the dividends or distributions that such Earnout Participant would have
received had such Earnout Shares been issued and outstanding on such record date.
(h) Notwithstanding
anything to the contrary set forth in this Section 1.16, in the event that, at any time during the Earnout Period, there occurs
a Change of Control of Pubco, and the value of the Implied Price Per Share is above an applicable Share Price Target, then, immediately
prior to the consummation of such Change of Control any Earnout Shares that would vest upon such Share Price Target that has not previously
been satisfied, but is less than the Implied Price Per Share, shall be deemed to have been satisfied and shall immediately vest and the
Earnout Participants shall receive the same per share consideration (whether stock, cash or other property) in respect of such shares
of Pubco Class A Common Stock as the other holders of shares of Pubco Class A Common Stock participating in such Change of Control. For
the avoidance of doubt, any Earnout Shares that would vest upon a Share Price Target that is greater than the Implied Price Per Share
shall not vest in connection with a Change of Control and shall be forfeited or cancelled upon consummation of such Change of Control.
For purposes of this Section 1.16(h), “Change of Control” means (i) any transaction or series of related
transactions as a result of which any Person or “group” (within the meaning of Section 13(d)(3) of the Exchange Act), other
than any of the Earnout Participants or their respective Affiliates, acquires beneficial ownership (within the meaning of Rule 13d-3 promulgated
under the Exchange Act) of securities of Pubco representing more than fifty percent (50%) of the combined voting power of the then-outstanding
securities of Pubco; (ii) a sale, lease, license, transfer or other disposition of all or substantially all of the assets of Pubco and
its Subsidiaries, taken as a whole, in one or a series of related transactions; or (iii) a merger, consolidation, business combination,
recapitalization or similar transaction involving Pubco as a result of which the stockholders of Pubco immediately prior to such transaction
own less than fifty percent (50%) of the equity interests of the surviving or resulting entity.
(i) During
the Earnout Period, Pubco shall not, and shall cause its Subsidiaries not to, take any action or enter into any transaction with a purpose
or that has the effect of (i) avoiding, reducing or otherwise circumventing any Earnout Share Payment, (ii) artificially suppressing the
trading price of the Pubco Class A Common Stock in order to prevent or delay the achievement of any Share Price Target, or (iii) engaging
in any dilutive equity offering, reverse stock split, recapitalization or other capital structure transaction whose primary purpose is
to prevent or delay the achievement of any Share Price Target or reduce or eliminate any Earnout Share Payment; provided, however,
that the foregoing restrictions shall not apply to (A) any action required to be taken by Pubco or any of its Subsidiaries to comply with
applicable Law (including any applicable stock exchange rules or regulations), (B) any action taken by Pubco or any of its Subsidiaries
in good faith and in the ordinary course of business, or (C) any action taken by Pubco or any of its Subsidiaries for bona fide business
purposes that are not primarily intended to avoid, reduce or circumvent any Earnout Share Payment.
3
(j) During
the Earnout Period, Pubco shall, and shall cause its Subsidiaries to, (i) operate the business in good faith consistent with past practices
and in a manner intended to preserve and enhance the value of Pubco and its Subsidiaries, (ii) use commercially reasonable efforts to
maximize stockholder value, and (iii) not unreasonably withhold, condition or delay any corporate action or transaction that could reasonably
be expected to result in the achievement of any Share Price Target; provided, however, that nothing in this Section 1.16(j)
shall be construed to require Pubco to (A) operate its business in a manner that would be materially inconsistent with the fiduciary duties
of its board of directors, (B) pursue or consummate any Change of Control transaction, (C) take any action that Pubco reasonably believes
would violate applicable Law, or (D) refrain from taking any action that Pubco’s board of directors determines in good faith, after
consultation with outside legal counsel, is in the best interests of Pubco and its stockholders.
(k) Pubco
shall not, and shall cause its Subsidiaries not to, take any action the primary purpose of which is to circumvent, undermine or avoid
the application of the anti-dilution adjustment mechanics set forth in this Section 1.16.
(l) For
U.S. federal (and applicable state and local) income tax purposes, the Parties intend that (A) the rights of the Earnout Participants
to receive Earnout Shares pursuant to this Section 1.16 shall be treated as rights to receive contingent merger consideration as
part of the transactions contemplated by this Agreement, (B) the issuance of any Earnout Shares to an Earnout Participant shall be treated
as an adjustment to the merger consideration received by such Earnout Participant, and (C) no Earnout Participant shall be required to
include any amount in income upon the receipt of the right to receive Earnout Shares, except to the extent (and at the time) that Earnout
Shares are actually issued to such Earnout Participant.
(m) The
covenants set forth in Section 1.16(g)-(l) above are intended for the benefit of the Earnout Participants, and each Earnout
Participant shall be a third-party beneficiary of such covenants with the right to enforce such covenants directly against Pubco. The
rights of the Earnout Participants under this Section 1.16 shall not be diminished or otherwise adversely affected by any amendment,
modification or waiver without the prior written consent of the Earnout Participants holding a majority of the aggregate Earnout Shares
that remain contingently issuable as of such date (or, if all Earnout Share Payments have been made, holding a majority of the Earnout
Shares then held by all Earnout Participants).”
(b) Section
6.17(a) of the Business Combination Agreement is hereby replaced with the following:
“(a) The Parties shall take
all necessary action, including causing the directors of Pubco to resign, so that effective as of the Closing, Pubco’s board of
directors (the “Post-Closing Pubco Board”) will consist of seven (7) individuals. Immediately after the Closing,
the Parties shall take all necessary action to designate and appoint to the Post-Closing Pubco Board (i) two (2) persons designated by
SPAC prior to the Closing (the “SPAC Directors”), at least one (1) of whom shall be required to qualify as an
independent director under NASDAQ rules, (ii) four (4) persons that are designated by the Company prior to the Closing (the “Company
Directors”), at least two (2) of whom shall be required to qualify as an independent director under NASDAQ rules and (iii)
one (1) additional director who shall qualify as an independent director under NASDAQ rules, to be mutually agreed on prior to the Closing
by SPAC and the Company. At or prior to the Closing, Pubco will provide each member of the Post-Closing Pubco Board with a customary director
indemnification agreement, in form and substance reasonably acceptable to such director.”
4
(c) The
following defined terms are hereby added to Section 11.1 of the Business Combination Agreement:
“Achievement Date”
has the meaning set forth in Section 1.16(g).
“Change of Control”
has the meaning set forth in Section 1.16(h).
“Earnout Participants”
has the meaning set forth in Section 1.16.
“Earnout Period”
has the meaning set forth in Section 1.16(a).
“Earnout Share Payments”
has the meaning set forth in Section 1.16(e).
“Earnout Shares”
has the meaning set forth in Section 1.16.
“Fifth Earnout Share Payment”
has the meaning set forth in Section 1.16(e).
“Fifth Share Price Target”
has the meaning set forth in Section 1.16(e).
“First Earnout Share Payment”
has the meaning set forth in Section 1.16(a).
“First Share Price Target”
has the meaning set forth in Section 1.16(a).
“Fourth Earnout Share Payment”
has the meaning set forth in Section 1.16(d).
“Fourth Share Price Target”
has the meaning set forth in Section 1.16(d).
“Implied Price Per Share”
means the price per share of Pubco Class A Common Stock paid or payable to the holders of outstanding Pubco Class A Common Stock in a
Change of Control, inclusive of the net present value of any contingent deferred purchase price or earnouts, calculated on a fully diluted
basis assuming the exercise, conversion or exchange of all outstanding options, warrants and other rights to acquire shares of Pubco Class
A Common Stock and the issuance of all shares of Pubco Class A Common Stock issuable upon conversion or exchange of any convertible or
exchangeable securities, including all Earnout Shares that remain contingently issuable immediately prior to such Change of Control (whether
or not then vested); provided that, if and to the extent such price is payable in whole or in part in the form of consideration other
than cash, the price for such non-cash consideration shall be with respect to any securities, (i) pursuant to the methodology of
valuation of securities in the definitive agreement for the Change of Control, (ii) if such methodology is not available, the volume
weighted average of the closing prices of the sales of such securities on all securities exchanges on which such securities are then listed
over a period of at least 20 days (which days need not be consecutive) out of 30 consecutive Trading Days ending on the Trading Day immediately
prior to the date of determination, or (iii) in the absence of (i) and if the information contemplated by the preceding clause
(ii) is not practically available, then the fair value of such securities as of the date of valuation as determined by an independent,
nationally recognized investment banking firm selected by the board of directors of Pubco, on the basis of an orderly sale to a willing,
unaffiliated buyer in an arm’s-length transaction, taking into account all factors determinative of value as the investment banking
firm determines relevant (and giving effect to any transfer Taxes payable in connection with such Change of Control).
“Second Earnout Share Payment”
has the meaning set forth in Section 1.16(b).
“Second Share Price Target”
has the meaning set forth in Section 1.16(b).
5
“Share Price Targets”
has the meaning set forth in Section 1.16(e).
“Third Earnout Share Payment”
has the meaning set forth in Section 1.16(c).
“Third Share Price Target”
has the meaning set forth in Section 1.16(c).
“Trading Day”
means any day on which shares of Pubco Class A Common Stock are actually traded on the principal securities exchange or securities market
on which the Pubco Class A Common Stock is then traded.
“VWAP” means,
for any security as of any date(s), the dollar volume-weighted average price for such security on the principal securities exchange or
securities market on which such security is then traded during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00
p.m., New York time, as reported by Bloomberg through its “HP” function (set to weighted average) or, if the foregoing does
not apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin
board for such security during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time, as reported
by Bloomberg, or, if no dollar volume-weighted average price is reported for such security by Bloomberg for such hours, the average of
the highest closing bid price and the lowest closing ask price of any of the market makers for such security as reported by OTC Markets
Group Inc. If the VWAP cannot be calculated for such security on such date(s) on any of the foregoing bases, the VWAP of such security
on such date(s) shall be the fair market value as determined reasonably and in good faith by a majority of the disinterested independent
directors of the board of directors (or equivalent governing body) of the applicable issuer. All such determinations shall be appropriately
adjusted for any stock dividend, stock split, stock combination, recapitalization or other similar transaction during such period.””
(d) Annex
I attached to this Third Amendment is hereby added to, and made a part of, the Business Combination Agreement. Annex I shall be deemed
attached to the Business Combination Agreement and incorporated therein for all purposes, including for purposes of Section 1.16 of the
Business Combination Agreement.
2. Miscellaneous.
Except as expressly provided in this Third Amendment, all of the terms and provisions in the Business Combination Agreement shall remain
unchanged and in full force and effect, on the terms and subject to the conditions set forth therein. This Third Amendment does not constitute,
directly or by implication, an amendment or waiver of any provision of the Business Combination Agreement, or any other right, remedy,
power or privilege of any party, except as expressly set forth herein. Any reference to the Business Combination Agreement in the Business
Combination Agreement or any other agreement, document, instrument or certificate entered into or issued in connection therewith shall
hereinafter mean the Business Combination Agreement, as amended by this Third Amendment (or as the Business Combination Agreement may
be further amended or modified after the date hereof in accordance with the terms thereof). The Business Combination Agreement, as amended
by this Third Amendment, and the documents or instruments attached hereto or thereto or referenced herein or therein, constitutes the
entire agreement between the Parties with respect to the subject matter of the Business Combination Agreement, and supersedes all prior
agreements and understandings, both oral and written, between the Parties with respect to its subject matter. If any provision of the
Business Combination Agreement is materially different from or inconsistent with any provision of this Third Amendment, the provision
of this Third Amendment shall control, and the provision of the Business Combination Agreement shall, to the extent of such difference
or inconsistency, be disregarded. Sections 10.1 through 10.9 and 10.11 through 10.13 of the Business Combination Agreement are hereby
incorporated herein by reference as if fully set forth herein, and such provisions apply to this Third Amendment as if all references
to the “Agreement” contained therein were instead references to this Third Amendment.
[Remainder of Page Intentionally Left Blank;
Signature Pages Follow]
6
IN WITNESS WHEREOF, each party
has caused this Third Amendment to be signed and delivered by its respective duly authorized signatory as of the date first written above.
SPAC:
BLUE ACQUISITION CORP.
By:
/s/ David Bauer
Name:
David Bauer
Title:
Chief Executive Officer
Pubco:
BLOCKFUSION DIGITAL INFRASTRUCTURE, INC.
By:
/s/ Robert Scott
Name:
Robert Scott
Title:
President, Chief Financial Officer, Secretary and Treasurer
7
IN WITNESS WHEREOF, each party
has caused this Third Amendment to be signed and delivered by its respective duly authorized signatory as of the date first written above.
SPAC Merger Sub:
ATLAS I MERGER SUB
By:
/s/ Robert Scott
Name:
Robert Scott
Title:
Sole Director
Company Merger Sub:
ATLAS MERGER SUB, INC.
By:
/s/ Robert Scott
Name:
Robert Scott
Title:
President, Treasurer and Secretary
8
IN WITNESS WHEREOF, each party
has caused this Third Amendment to be signed and delivered by its respective duly authorized signatory as of the date first written above.
The Company:
BLOCKFUSION USA, INC.
By:
/s/ Alex Martini-Lo
Manto
Name:
Alex Martini-Lo Manto
Title:
Chief Executive Officer
9
Annex I
Earnout Participants and Allocation of Earnout
Shares
Name:
Allocation
Robert Scott
17.19 %
Emiliano Lo Manto
40.73 %
LUCSAM Holdings Corp.
42.08 %
TOTAL PERCENTAGE:
100 %
10
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Jun. 30, 2026
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Document Period End Date
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