Blue Acquisition Corp. and Blockfusion Data Centers, Inc. Announce First Amendment to Business Combination Agreement

March 19, 2026 – Blue Acquisition Corp. (“Blue”), a special purpose acquisition company (SPAC) listed on Nasdaq under the symbols BACCU, BACC, and BACCR, has filed a Form 8-K announcing a significant development in its previously proposed business combination with Blockfusion Data Centers, Inc. (“Blockfusion”). The filing discloses the execution of a First Amendment to the Business Combination Agreement, representing a key milestone in the path toward merging the two entities into a new publicly traded company (“Pubco”).

Key Highlights of the Report

• First Amendment Signed: Blue and Blockfusion have formally executed the First Amendment to their Business Combination Agreement. This amendment, attached as Exhibit 2.1 to the Form 8-K, is a material update to the terms of the previously announced transaction between the parties.
• SEC Registration Statement and Proxy Process: The parties have filed a Registration Statement on Form S-4 with the SEC, which includes a preliminary proxy statement and prospectus. This is a crucial step in seeking shareholder approval for the business combination and related matters.
• Shareholder Meeting to Approve Transaction: Blue will call an extraordinary general meeting of its shareholders to seek approval of the business combination and other matters described in the proxy statement/prospectus. The definitive proxy materials will be sent to shareholders once finalized.
• SEC Review and Investor Disclosures: The report emphasizes that the SEC and state securities regulators have neither approved nor disapproved the business combination, nor passed upon its fairness or the adequacy of disclosures. Shareholders are strongly urged to read all relevant filings before making any investment or voting decisions.

Potentially Price-Sensitive Information

• Transaction Progress: The signing of the First Amendment and advancement of the SEC filing process indicate that the business combination is moving forward. This may be viewed positively or negatively by investors, depending on their assessment of the transaction’s merits and Blockfusion’s prospects.
• Emerging Growth Company Status: Blue confirms it is an “emerging growth company” under SEC rules, which may impact the regulatory requirements and potential flexibility around financial reporting for the combined entity.
• Risks to Completion: The Form 8-K includes extensive forward-looking statements and risk disclosures. These include the risk that the transaction may not close on a timely basis (or at all), the possibility of significant shareholder redemptions, regulatory hurdles, and uncertainties surrounding the value and future operations of Blockfusion and the combined company.
• No Offer or Solicitation: The filing reiterates that the 8-K is not an offer to sell or solicit securities, and any offer will be made only through a prospectus meeting SEC requirements.

Details for Shareholders and Investors

• How to Access Documents: Investors and shareholders can obtain copies of the Registration Statement, Proxy Statement/Prospectus, and all other relevant documents filed or to be filed with the SEC for free at www.sec.gov, or by contacting Blue Acquisition Corp. at 1601 Anita Lane, Newport Beach, CA 92660, or Blockfusion Data Centers, Inc. at 447 Broadway, 2nd Floor, #538, New York, NY 10013.
• Participants in Solicitation: Blue, Blockfusion, Pubco, and their directors, officers, and certain shareholders may be deemed participants in the solicitation of proxies. Details on their interests can be found in Blue’s SEC filings, including prospectuses and registration statements.
• Forward-Looking Statements and Risks: The filing contains numerous forward-looking statements about the expected benefits, timing, and value of the transaction, as well as significant risk factors, including but not limited to the possibility of the business combination not closing, the risk of Blockfusion or Pubco being considered a “shell company,” market and regulatory risks, and potential legal proceedings. Investors should carefully review all risk disclosures in SEC filings before making investment decisions.

Summary Table of Securities

What Investors Should Watch For

• Timing of Shareholder Vote: The date for the extraordinary general meeting to approve the business combination will be set in the future. The outcome of this vote is pivotal for the transaction.
• SEC Review and Comments: The transaction remains subject to SEC review; any material comments or required changes may affect the timetable or terms.
• Shareholder Redemptions: The level of redemptions by Blue’s public shareholders may impact the public float, trading liquidity, and capital structure of the combined company.
• Further Amendments Possible: The agreement may be further amended, and additional disclosures or material developments may occur before closing.
• Regulatory and Legal Risks: The transaction is subject to regulatory approvals and may face legal challenges, which could delay or prevent completion.

Conclusion

The execution of the First Amendment to the Business Combination Agreement between Blue Acquisition Corp. and Blockfusion Data Centers, Inc. marks a critical step in the proposed merger process. While the transaction’s completion remains subject to various risks and uncertainties, including SEC review and shareholder approval, this development is highly material and may significantly affect the value of Blue’s securities. All investors are strongly encouraged to review the full SEC filings, risk factors, and proxy materials once available, as these will contain important information that could impact their investment decisions.

Disclaimer: This article is for informational purposes only and does not constitute investment advice, an offer to sell, or a solicitation of an offer to buy any securities. The information herein is based on publicly filed documents with the Securities and Exchange Commission as of March 19, 2026. Investors should review all official filings and consult with their financial advisors before making any investment decisions. The transaction described is subject to risks, uncertainties, and regulatory review, and there can be no assurance that it will be completed as described, or at all.

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