Form 8-K

8-K — Blue Acquisition Corp/Cayman

Accession: 0001185185-26-001744

Filed: 2026-05-07

Period: 2026-05-06

CIK: 0002059654

SIC: 6770 (BLANK CHECKS)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — bacc8k425050526.htm (Primary)

EX-2.1 — EXHIBIT 2.1 (baccex2-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K/425

8-K (Primary)

Filename: bacc8k425050526.htm · Sequence: 1

false

0002059654

Blue Acquisition Corp/Cayman

0002059654

2026-05-06

0002059654

BACC:UnitsEachConsistingOfOneClassOrdinaryShareAndOneRightMember

2026-05-06

0002059654

BACC:ClassOrdinarySharesParValue0.0001PerShareMember

2026-05-06

0002059654

BACC:RightsEachRightEntitlingHolderToReceiveOnetenth110OfOneClassOrdinaryShareUponConsummationOfInitialBusinessCombinationMember

2026-05-06

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

8-K

CURRENT REPORT

PURSUANT TO SECTION

13 OR 15(d)

OF THE SECURITIES EXCHANGE

ACT OF 1934

Date of Report (Date of earliest event reported):

May 6, 2026

Blue Acquisition Corp.

(Exact name of registrant

as specified in its charter)

Cayman Islands

001-42699

99-1855000

(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. ☐

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, the “BCA”) with Blockfusion

Data Centers, Inc., a Delaware corporation (“Pubco”), Atlas I Merger Sub, a Cayman Islands exempted company (“SPAC

Merger Sub”), Atlas Merger Sub, Inc., a Delaware corporation (“Company Merger Sub”), and Blockfusion USA,

Inc., a Delaware corporation, (“Blockfusion” or the “Company”), 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 May 6, 2026, Blue, Blockfusion, and

Pubco entered into the Second Amendment to the BCA (the “Second Amendment”) to amend the BCA to: (i) increase the post-Closing

incentive plan from eight percent (8%) of the aggregate number of shares of Pubco Common Stock (as defined in the BCA) issued and outstanding

immediately after the Closing to twelve percent (12%) of the aggregate number of shares of Pubco Common Stock issued and outstanding immediately

after the Closing, (ii) amend the listing exchange requirements for the Pubco Class A Common Stock (as defined herein) upon the Closing,

and (iii) extend the Outside Date (as defined in the BCA).

Other than as expressly modified pursuant to the

Second Amendment, the BCA remains in full force and effect as originally executed. The foregoing description of the Second Amendment does

not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amendment, a copy of which is

attached as Exhibit 2.1 hereto, and the terms of which are incorporated herein by reference.

Additional Information and Where to Find

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 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 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.

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 Class A common stock, par value $0.0001 per share, of Pubco (“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 infrastructure decreases; challenges in implementing

Pubco’s business plan and proposed transition to a Tier 3 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, 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.

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

Second Amendment to the Business Combination Agreement.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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/ Ketan Seth

Name:

Ketan Seth

Title:

Chief Executive Officer

Dated: May 7, 2026

EX-2.1 — EXHIBIT 2.1

EX-2.1

Filename: baccex2-1.htm · Sequence: 2

Exhibit 2.1

SECOND

AMENDMENT

THE

BUSINESS

COMBINATION AGREEMENT

This

Second Amendment (this “Second Amendment”) to the Business Combination Agreement, dated as of May 6,

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, dated as of March 19, 2026 (the “First

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 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 Original Agreement, including to (i) increase the Incentive Plan from eight percent

(8%) of the aggregate number of shares of Pubco Common Stock issued and outstanding immediately after the Closing to twelve percent (12%)

of the aggregate number of shares of Pubco Common Stock issued and outstanding immediately after the Closing, (ii) amend the listing

exchange requirements for the Pubco Class A Common Stock upon the Closing and (iii) extend the Outside Date.

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 Original Agreement.

(a) The

second sentence of Section 6.12(a) of the Original Agreement is hereby replaced with the following:

“The

Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC shareholders to vote, at an extraordinary

general meeting of SPAC shareholders to be called and held for such purpose (the “SPAC Extraordinary General Meeting”),

in favor of resolutions approving (i) the adoption and approval of this Agreement, the Ancillary Documents and the transactions contemplated

hereby or referred to herein, including the Mergers (and, to the extent required, the issuance of any shares in connection with Transaction

Financing, if any), by the holders of SPAC Ordinary Shares in accordance with SPAC’s Organizational Documents, the Act, the DGCL

and the rules and regulations of the SEC and NASDAQ, (ii) the adoption and approval of the Amended Pubco Charter (as hereinafter defined),

(iii) adoption and approval of a new equity incentive plan for Pubco in a form satisfactory to SPAC and Company (the “Incentive

Plan” or “Post-Closing Equity Plan”), and which will provide for awards for a number of shares

of Pubco Class A Common Stock equal to twelve percent (12%) of the aggregate number of shares of Pubco Common Stock issued and outstanding

immediately after the Closing (after giving effect to the Redemption), as further set forth in the Incentive Plan, (iv) the appointment

of the members of the Post-Closing Pubco Board in accordance with Section ‎6.17 hereof, (v) such other matters

(or, to the extent applicable, excluding such approval matters) as the Company and SPAC shall hereafter mutually determine to be necessary

or appropriate in order to effect the Mergers and the other transactions contemplated by this Agreement (the approvals described in foregoing

clauses (i) through (v), collectively, the “SPAC Shareholder Approval Matters”), and (vi) the adjournment of

the SPAC Extraordinary General Meeting to a later date or dates, if necessary or desirable in the reasonable determination of SPAC.”

(b) Section

7.1(i) of the Original Agreement is hereby replaced with the following:

“Stock

Exchange Listing. The shares of Pubco Class A Common Stock shall have been approved for listing on the New York Stock

Exchange, the NYSE American or NASDAQ, as mutually determined by SPAC and the Company as of the Closing Date, subject only to official

notice of issuance.”

8.1(b) of the Original Agreement is hereby replaced with the following:

“by

written notice by SPAC or the Company if any of the conditions to the Closing set forth in ‎Article VII have not been satisfied or

waived by July 31, 2026 (the “Outside Date”); provided, however, the right to terminate this Agreement under

this Section ‎8.1(b) shall not be available to a Party if the breach or violation by such Party or its Affiliates of any representation,

warranty, covenant or obligation under this Agreement was the cause of, or resulted in, the failure of the Closing to occur on or before

the Outside Date;”

2. Miscellaneous.

Except as expressly provided in this Second Amendment, all of the terms and provisions in the Original Agreement shall remain unchanged

and in full force and effect, on the terms and subject to the conditions set forth therein. This Second Amendment does not constitute,

directly or by implication, an amendment or waiver of any provision of the Original 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

Original Agreement, as amended by this Second Amendment (or as the Business Combination Agreement may be further amended or modified

after the date hereof in accordance with the terms thereof). The Original Agreement, as amended by this Second 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 Original Agreement is materially different

from or inconsistent with any provision of this Second Amendment, the provision of this Second Amendment shall control, and the provision

of the Original 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 Original Agreement are hereby incorporated herein by reference as if fully set forth herein, and such provisions

apply to this Second Amendment as if all references to the “Agreement” contained therein were instead references to this

Second Amendment.

[Remainder

of Page Intentionally Left Blank; Signature Pages Follow]

WITNESS WHEREOF, each party has caused this Second 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/ Ketan

Seth

Name:

Ketan Seth

Title:

Chief Executive Officer

Pubco:

BLOCKFUSION DATA CENTERS, INC.

By:

/s/ Robert

Scott

Name:

Robert Scott

Title:

President, Chief Financial Officer,

Secretary and Treasurer

[Signature

Page – Second Amendment to Business Combination Agreement]

WITNESS WHEREOF, each party has caused this Second 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

[Signature

Page – Second Amendment to Business Combination Agreement]

WITNESS WHEREOF, each party has caused this Second 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

[Signature

Page – Second Amendment to Business Combination Agreement]

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 8

v3.26.1

Cover

May 06, 2026

Document Type

8-K

Amendment Flag

false

Document Period End Date

May 06, 2026

Entity File Number

001-42699

Entity Registrant Name

Blue Acquisition Corp/Cayman

Entity Central Index Key

0002059654

Entity Tax Identification Number

99-1855000

Entity Incorporation, State or Country Code

Entity Address, Address Line One

1601 Anita Lane

Entity Address, City or Town

Newport Beach

Entity Address, State or Province

Entity Address, Postal Zip Code

92660-4803

City Area Code

(646)

Local Phone Number

543-5060

Written Communications

true

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Entity Emerging Growth Company

true

Elected Not To Use the Extended Transition Period

false

Units, each consisting of one Class A ordinary share and one right

Title of 12(b) Security

Units, each consisting of one Class A ordinary share and one right

Trading Symbol

BACCU

Security Exchange Name

NASDAQ

Class A ordinary shares, par value $0.0001 per share

Title of 12(b) Security

Class A ordinary shares, par value $0.0001 per share

Trading Symbol

BACC

Security Exchange Name

NASDAQ

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

Title of 12(b) Security

Rights, each right entitling the holder to receive one-tenth (1/10) of one Class A ordinary share upon the consummation

Trading Symbol

BACCR

Security Exchange Name

NASDAQ

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 7A

-Section B

-Subsection 2

+ Details

Name:

dei_EntityExTransitionPeriod

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Details

Name:

us-gaap_StatementClassOfStockAxis=BACC_UnitsEachConsistingOfOneClassOrdinaryShareAndOneRightMember

Namespace Prefix:

Data Type:

Balance Type:

Period Type:

- Details

Name:

us-gaap_StatementClassOfStockAxis=BACC_ClassOrdinarySharesParValue0.0001PerShareMember

Namespace Prefix:

Data Type:

Balance Type:

Period Type:

- Details

Name:

us-gaap_StatementClassOfStockAxis=BACC_RightsEachRightEntitlingHolderToReceiveOnetenth110OfOneClassOrdinaryShareUponConsummationOfInitialBusinessCombinationMember

Namespace Prefix:

Data Type:

Balance Type:

Period Type: