BACC 8-K
Blue Acquisition Corp/Cayman (BACC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
(Address of principal executive offices, including zip code)
Registrant’s
telephone number, including area code:
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 | ||
| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| of an initial business combination | The 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 7.01 Regulation FD Disclosure.
On November 19, 2025, Blue Acquisition Corp., a Cayman Islands exempted company (“Blue”), and Blockfusion Data Centers, Inc., a Delaware corporation (“Pubco”), issued a press release announcing that they had entered into a Business Combination Agreement (the “Business Combination Agreement”), dated as of November 19, 2025, with Blockfusion USA, Inc., a Delaware corporation (together with its successors, “Blockfusion” or the “Company”), Atlas I Merger Sub, a Cayman Islands exempted company and a wholly-owned subsidiary of Pubco (“SPAC Merger Sub”) and Atlas Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Pubco (“Company Merger Sub” and together with SPAC Merger Sub, the “Merger Subs”, and the Merger Subs collectively with Pubco, the “Company Parties”). A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Pursuant to the Business Combination Agreement and subject to the terms and conditions set forth therein, (i) on or prior to the closing (the “Closing”, and the date and time of the Closing, the “Closing Date”) of the transactions contemplated by the Business Combination Agreement (the “Transactions”), the holders of Blockfusion Series Seed Preferred Stock and Series A Preferred Stock (collectively, the “Company Preferred Stock”) shall convert all of their issued and outstanding shares of Company Preferred Stock for shares of Blockfusion Series A Common Stock, par value $0.0001 per share (the “Company Series A Shares”) and Blockfusion Series B Common Stock, par value $0.0001 per share (the “Company Series B Shares” and together with the Company Series A Shares, the “Company Common Stock”), at the applicable conversion ratio (including any accrued or declared but unpaid dividends) as set forth in Blockfusion’s certificate of incorporation, as amended (the “Preferred Conversion”), and (ii) on the Closing Date, (A) SPAC Merger Sub will merge with and into Blue, with Blue continuing as the surviving entity (the “SPAC Merger”) and, as a result of which, each issued and outstanding security of Blue immediately prior to the effective time of the SPAC Merger shall no longer be outstanding and shall automatically be cancelled in exchange for which the security holders of Blue shall receive substantially equivalent securities of Pubco, (B) Company Merger Sub will merge with and into Blockfusion, with Blockfusion continuing as the surviving entity (the “Company Merger”, and together with the SPAC Merger, the “Mergers”), and as a result of which each issued and outstanding security of Blockfusion immediately prior to the effective time of the Company Merger shall no longer be outstanding and shall automatically be cancelled in exchange for which the security holders of Blockfusion shall receive shares of common stock, par value $0.0001 per share, of Pubco (“Pubco Common Stock”), with holders of Company Series B Shares receiving shares of Pubco Class B common stock, par value $0.0001 per share, which will have the same economic rights as the Pubco Class A Shares, but will have the right to twenty 20 votes per share (the “Pubco Class B Shares”) for such Company Class B Shares and holders of Company Series A Shares receiving Pubco Class A common stock, par value $0.0001 per share (the “Pubco Class A Shares”) for such Company Series A Shares. As a result of the Mergers and the other Transactions, Blue and Blockfusion will become wholly-owned subsidiaries of Pubco, all upon the terms and subject to the conditions set forth in the Business Combination Agreement, and Pubco will become a publicly traded company.
Furnished as Exhibit 99.2 hereto and incorporated herein by reference is the investor presentation that has been used by Blockfusion and Blue in connection with the Business Combination Agreement.
The information in this Item 7.01, including Exhibit 99.1 and 99.2, 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.
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Additional Information and Where to Find It
Pubco and Blockfusion intend to file with the Securities and Exchange Commission (the “SEC”) the Registration Statement on Form S-4 (as amended or supplemented from time to time, the “Registration Statement”), which will include 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, WHEN AVAILABLE, 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, once 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, or will be, 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, will be set forth in the Registration Statement and Proxy Statement/Prospectus, which is expected to be filed by Pubco and Blue with the SEC. 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 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.
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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 Pubco Class A Shares 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, with the SEC, including as will be set forth in the Registration Statement to be 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 that will be filed by Pubco and Blue and 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.
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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 | |
| 99.1 | Press Release, dated November 19, 2025. | |
| 99.2 | Investor Presentation, dated November 2025. | |
| 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/ Ketan Seth | |
| Name: | Ketan Seth | |
| Title: | Chief Executive Officer | |
| Dated: November 19, 2025 | ||
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Exhibit 99.1
Blockfusion,
Owner-Operator of a Strategically Located Clean Energy-Powered Data Center, to Go
Public via Business Combination with Blue Acquisition
Corp.
| ● | The surge in demand for HPC and AI compute is driving demand for data center capacity across the industry. Blockfusion’s Niagara Facility has become a sought-after location for customers pursuing high-density HPC/AI deployments. Blockfusion is responding to this demand by upgrading and expanding an already powered and operational facility into a next-generation data center built for GPU-driven workloads. |
| ● | Blockfusion’s owned and operated Niagara Facility, sitting in NYISO Zone-A, is a clean energy-powered data center that can transport data within approximately 1 millisecond to Toronto, and 3.75 milliseconds to both New York City and Boston. The campus, straddles a strategic cross-border power and fiber corridor, surrounded by major HPC and semiconductor companies including Tesla, Yahoo!, and Micron Technology, all concentrated in New York’s SMART I-Corridor innovation hub. |
| ● | Blockfusion currently deploys approximately 46 Tier 1 MWs, with plans to transition to over 100 MWs of Tier 3 capacity on its campus to support next-generation AI workloads. Following expansion guided by leading data center architectural and engineering partners Gensler, JB&B and Thornton Tomasetti, Blockfusion’s already zoned and designed expansion will support power density of 200KW per rack. |
| ● | Blockfusion’s management team brings more than 100 years of combined experience in data center infrastructure. In addition, director nominee Aber Whitcomb (CEO of Salt AI, and co-founder and director of Core Scientific (Nasdaq: CORZ)) is expected to join the post-closing public company board. |
| ● | Blockfusion intends to implement its high-performance (HPC)/AI upgrade plans on an accelerated basis relative to greenfield sites and certain non-powered competitors, leveraging existing power access, diligenced expansion opportunities and disciplined execution strategies to meet increasing GPU demands. |
| ● | The proposed Business Combination with Blue Acquisition attributes a $450 million pre-money equity value to Blockfusion’s business, which will be carried out, after the closing by Blockfusion Data Centers, Inc., securities of which are expected to trade on Nasdaq. |
| ● | Blue Acquisition currently has approximately $204 million of cash in the trust account established at the time of its IPO. |
| ● | Through trust retention and potential financing transactions -expected to include a common equity PIPE - the parties seek to deliver $200 million in proceeds, before transaction expenses, to the go-forward business for AI transition and other working capital purposes. |
| ● | Blockfusion management estimates that the post-HPC/AI transition business may generate as much as $128M in gross revenues and $75M EBITDA by 2028, increasing to $209M gross revenues and $132M by 2030, based on cash-based forecasting methodology and excluding capital expenditure requirements, assuming the successful execution of the Company’s HPC/AI transition plan including capital access, execution of expansion opportunities, and retention of offtake agreement(s) within the expected timeline. |
NEW YORK, New York and NEWPORT BEACH, California – November 19, 2025 –- Blockfusion USA, Inc. (“Blockfusion” or the “Company”), a data center infrastructure company, and Blue Acquisition Corp. (Nasdaq: BACC) (“Blue Acquisition”), a publicly traded special purpose acquisition company, today announced that the companies have entered into a definitive business combination agreement (the “Business Combination Agreement”), dated as of November 19, 2025. Upon consummation, if any, of the transaction (the “Closing”), Blockfusion’s business will be operated by the surviving public company, Blockfusion Data Centers, Inc. (“Pubco”).
The terms of the proposed transaction (the “Business Combination” or “Transaction”) include the expected delivery at Closing to former Company security holders of newly-issued Pubco securities with an aggregate value equal to $450 million, based on an implied pre-money enterprise value of Blockfusion of $480 million.
Founded in 2019 by Alex Martini-Lo Manto, Blockfusion’s CEO, and Kant Trivedi, Blockfusion’s COO, Blockfusion owns and operates a Niagara Falls, NY-based data center facility through its subsidiary North East Data, LLC (the “Niagara Facility”).
Blockfusion delivers clean, reliable and production-ready power and infrastructure with 46MWs currently energized and operating. The Company supports customers running power-and compute-intensive workloads that demand predictable performance, near-perfect uptime and resilient network connectivity.
The Company is transitioning to become a next-generation HPC/AI data center in accordance with detailed development plans (the “HPC/AI Development Plan”) already prepared over a 20-month period alongside industry-leading architectural, design and engineering partners. Blockfusion’s current access to power, fiber and approved zoning are expected to provide significant time-to-market advantages over greenfield projects and Blockfusion’s contemplated goal is to provide Tier 3 power to colocation customers within 18-20 months from funded building activities, subject to capital access; securing long-term colocation leasing clients; construction execution; and other factors. Following full implementation, Blockfusion expects to host AI/HPC workloads with 200KW compute loads per GPU rack totaling over 100 MW of Tier 3 capacity.
Blockfusion Co-Founder and Chief Executive Officer Alex Martini-Lo Manto said, “Blockfusion was built to deliver dependable, cost-efficient compute at scale. We converted a retired coal facility into a clean energy-powered data center and showed we can execute complex infrastructure projects with accuracy and discipline. That capability lines up with what the AI market needs as demand for power and high-density capacity accelerates.” Martini added, “We run a strategically positioned platform with a seasoned team, and believe we have a clear path to bringing additional low-cost capacity online. Customers want stability, clean energy and predictable economics. We believe we’re positioned to deliver all three and expect to expand our footprint as the industry continues its build-out. We believe partnering with Blue Acquisition will accelerate that journey.”
The Blue Acquisition team is led by Ketan Seth, Blue Acquisition’s CEO, with over 25 years in investment banking and capital markets experience across the energy and fintech sectors alongside Blue Acquisition Chairman Wesley Clark, four-star general (ret.) and former supreme commander of NATO.
Ketan Seth said, “Following our IPO, and through the extensive network within the Blue Acquisition team, we evaluated numerous qualified companies throughout the sector. Blockfusion stood out immediately. In our view, it represents a compelling opportunity to develop and bring to the public markets a strategically positioned platform transitioning into a high-performance, next-generation AI data center.”
The boards of directors of both Blockfusion and Blue Acquisition have approved the Business Combination, which is expected to close in the first half of 2026, subject to approval by Blue Acquisition shareholders and Blockfusion stockholders, and the satisfaction or waiver of customary closing conditions. Upon the closing of the Business Combination, the post-Closing entity will be named Blockfusion Data Centers, Inc., and its common stock and public warrants are expected to be listed on The Nasdaq Stock Market LLC (“Nasdaq”).
For a summary of the material terms of the transaction, as well as a copy of the business combination agreement and investor presentation, please see the Current Report on Form 8-K to be filed by Blue Acquisition with the U.S. Securities and Exchange Commission (the “SEC”) available at www.sec.gov. Additional information about the Business Combination will be described in the registration statement on Form S-4 relating to the transaction (the “Registration Statement”), which Pubco and Blockfusion will file with the SEC.
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Investor Presentation
Blockfusion and Blue Acquisition will host a joint investor presentation today at 10:30am ET to discuss the Business Combination, a transcript of which will be made publicly available after such call.
Advisors
BTIG, LLC and Roberts & Ryan, Inc. are serving as co-placement agents and capital markets advisors to Blue Acquisition. Ellenoff Grossman & Schole LLP is serving as U.S. legal advisor to Blue Acquisition. Appleby (Cayman) Ltd. is serving as Cayman legal counsel to Blue Acquisition. Winston & Strawn LLP is serving as legal advisor to Blockfusion. Kirkland & Ellis LLP is serving as legal advisor to BTIG. ING Financial Markets LLC is serving as financial advisor to Blockfusion. Mayer Brown LLP is serving as legal advisor to ING.
Riveron Consulting LLC is serving as the investor relations advisor on the transaction.
About Blockfusion
Blockfusion is a U.S.-based data center company that designs, builds and operates advanced infrastructure for AI, enterprise and colocation clients. With more than 50 MW of rack space and clean energy sourcing Blockfusion is transitioning to a HPC/AI data center provider enabling high-performance, secure and scalable workloads for the next generation of computing. For more information about Blockfusion, visit Blockfusion’s website at www.blockfusion.com (the content of which is not incorporated into this communication).
About Blue Acquisition
Blue Acquisition is a Cayman Islands blank check company formed to effect a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination.
Additional Information and Where to Find It
In connection with the Business Combination, Pubco and Blockfusion intend to file with the U.S. Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-4 (as may be amended, the “Registration Statement”), which includes a preliminary proxy statement of Blue Acquisition and a prospectus (the “Proxy Statement/Prospectus”) in connection with the Business Combination to be effected subject to and in accordance with the terms of the Business Combination Agreement. The definitive proxy statement and other relevant documents will be mailed to shareholders of Blue Acquisition 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 Acquisition and/or Pubco will also file other documents regarding the Business Combination with the SEC. This communication 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 ACQUISITION AND OTHER INTERESTED PARTIES ARE URGED TO READ THE PRELIMINARY PROXY STATEMENT/PROSPECTUS, AND AMENDMENTS THERETO, AND, WHEN AVAILABLE, THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH BLUE ACQUISITION’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 ACQUISITION, BLOCKFUSION, PUBCO AND THE BUSINESS COMBINATION.
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Investors and security holders will also be able to obtain copies of the Registration Statement, the Proxy Statement/Prospectus and all other documents filed or that will be filed with the SEC by Blue Acquisition and Pubco, without charge, once 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 COMMUNICATION. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
Participants in Solicitation
Blue Acquisition, 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 Acquisition’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 Acquisition’s securities are, or will be, contained in Blue Acquisition’s filings with the SEC, including the final prospectus for Blue Acquisition’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 Acquisition’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, will be set forth in the Registration Statement and Proxy Statement/Prospectus, which is expected to be filed by Pubco and Blockfusion with the SEC. Investors and security holders may obtain free copies of these documents as described above.
No Offer or Solicitation
This communication 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 Acquisition, Blockfusion or Pubco, or any commodity or instrument or related derivative of Blue Acquisition or Pubco, nor shall there be any sale of any such securities 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 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.
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Forward-Looking Statements
This communication 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 Acquisition, including expectations, hopes, beliefs, intentions, plans, prospects, financial results or strategies regarding Blockfusion, Pubco, Blue Acquisition 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 Acquisition’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 Acquisition’s securities; the risk that the Business Combination may not be completed by Blue Acquisition’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 Acquisition’s shareholders; failure to realize the anticipated benefits of the Business Combination; the level of redemptions of the Blue Acquisition’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 Acquisition 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 Acquisition 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 Acquisition, 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 HPC/AI data center due to operational and other challenges, including relative to capital access; 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 Acquisition or others in connection with or following announcement of the Business Combination, and those risk factors discussed in documents that Pubco and/or Blue Acquisition filed, or that will be filed, with the SEC, including as will be set forth in the Registration Statement to be 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 Acquisition’s Quarterly Reports on Form 10-Q and Blue Acquisition’s Annual Reports on Form 10-K that will be filed by Blue Acquisition from time to time, the Registration Statement that will be filed by Pubco and Blue Acquisition and the Proxy Statement/Prospectus contained therein, and other documents that have been or will be filed by Blue Acquisition and Pubco from time to time with the SEC, including the registration statement on Form S-4 the parties expect to file with the SEC in connection with the Business Combination (the “Registration Statement”). 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 Acquisition nor Pubco presently know or that Blue Acquisition 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 Acquisition, 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 Acquisition, Blockfusion, nor Pubco gives any assurance that any of Blue Acquisition, Blockfusion or Pubco will achieve their respective expectations. The inclusion of any statement in this communication does not constitute an admission by Blue Acquisition, Blockfusion or Pubco or any other person that the events or circumstances described in such statement are material.
5
Operating and Financial Forecasts
This press release contains certain financial and operating forecasts, including statements regarding the future potential business of Blockfusion following the Company’s implementation of its HPC/AI business transaction plans (the “Blockfusion HPC/AI Business”). All such statements with regard to the future potential Blockfusion HPC/AI Business are speculative and forward-looking, and actual results that may be associated with the Blockfusion HPC/AI Business, if established, may be different, perhaps significantly, than management’s current plans, expectations and estimates. All statements in this press release with regard to the Blockfusion HPC/AI Business are based on unaudited forecasts, which take into account numerous assumptions, some or all of which may prove inaccurate. Certain of these assumptions are briefly described in this communication but there are many other assumptions incorporated into the forecasts, all of which have associated risks and uncertainties, as will be further described in the forthcoming public filings to be made in connection with the transaction, including in the Registration Statement. Among these assumptions are assumptions related to Blockfusion’s ability to access material amounts of capital (including estimated $900 million of capital expenditures associated with “core construction” activities associated with the HPC/AI transition, excluding additional expansion costs (predicted to be in the range of $10.5 million per MW), the Company’s ability to attract and retain offtake agreements on favorable terms, to execute on expansion opportunities to increase MW capacity and deployment capabilities and other assumptions. Even if the Blockfusion HPC/AI Business is established in accordance with management’s plans therefor, the future Blockfusion HPC/AI Business may not achieve the results management currently predicts, within the timeline or predicted costs, or at all. Readers of this communication are urged not to place undue reliance on speculative information, as these forecasts may not be indicative of actual future results. The forecasts described herein represent information developed by the Company’s management in October 2025 or as of earlier dates, based on information available to management as of such time. The forecasts have not been updated since their preparation date and may not be updated in connection with the proposed transaction or otherwise. Additionally, aspects of the forecasts incorporate historical information about the Company which is unaudited and has not been reviewed by auditors of Blue Acquisition, Pubco or the Company. These unaudited financial projections should not be relied upon as being necessarily indicative of future results. The assumptions and estimates underlying the unaudited financial projections are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the prospective unaudited financial projections. Accordingly, there can be no assurance that the prospective results are indicative of the future performance of the Company or that actual results will not differ materially from those presented in the unaudited financial projections.
Industry and Market Data
This communication includes market data and other statistical information from third-party industry publications and sources as well as from research reports prepared for other purposes. None of the companies identified in this communication nor any of their respective representatives has independently verified the accuracy or completeness of this information and cannot assure you of the data’s accuracy or completeness. Some data are also based on the Company’s good faith estimates, which are derived from both internal sources and the third-party sources. None of the transaction parties nor any of their representatives make any representation or warranty with respect to the accuracy of such information and Blue Acquisition, Pubco and the Company each expressly disclaim any responsibility or liability for any damages or losses in connection with the use of such information herein.
Non-GAAP Financial Measures
This press release includes certain financial measures not presented in accordance with generally accepted accounting principles (“GAAP”), including, but not limited to, earnings before interest, taxes, depreciation and amortization (“EBITDA”) and other metrics or measures related to the future potential Blockfusion HPC/AI Business, following the Company’s transition, assuming such plans are executed in accordance with Company management expectations (as further described above under “Operating and Financial Forecasts”). Note that other companies may calculate non-GAAP financial measures differently, and, therefore, such financial measures may not be directly comparable to similarly titled measures of other companies. Further, these non-GAAP financial measures are not measures of financial performance in accordance with GAAP and may exclude items that are significant in understanding and assessing Blockfusion’s financial results or the potential future results of the Blockfusion HPC/AI Business after the Company’s anticipated transition to become an HPC/AI data center. Therefore, these measures, and other measures that are calculated using such non-GAAP measures, should not be considered in isolation or as an alternative to net income, cash flows from operations or other measures of profitability, liquidity or performance under GAAP. You should be aware that Blockfusion’s and Blue Acquisition’s presentation of these measures may not be comparable to similarly titled measures used by other companies.
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6
Exhibit 99.2
INVESTOR PRESENTATION November 2025
DISCLAIMER AND OTHER IMPORTANT INFORMATION This presentation (this “Presentation”) is being furnished solely for the purpose of assisting the parties to whom it is addressed in making their independent evaluation with respect to a proposed business combination (the “Business Combination”) among Blue Acquisition Corp . (the “Blue”), Blockfusion USA, Inc . (“Blockfusion”) and Blockfusion Data Centers, Inc . (“Pubco” and together with Blue and Blockfusion, the “Parties”) . The provision of this Presentation shall not be taken as any form of commitment on the part of Blockfusion, Blue or Pubco to proceed with any negotiations of the Business Combination or any other transaction, and each of Blockfusion, Blue and Pubco reserve the right to discontinue discussions or negotiations regarding any transaction at any time for any reason or no reason . No Representations or Warranties No representations or warranties, express or implied are given in, or in respect of, the accuracy or completeness of the information contained in this Presentation or any other information (whether written or oral) that has been or will be provided to you . In particular, no representation or warranty of Blue, Blockfusion, Pubco or their respective representatives is given as to the achievement or reasonableness of future projections, management targets, estimates, prospects or returns, if any . To the fullest extent permitted by law, neither Blockfusion, Blue, Pubco nor any of their respective subsidiaries, equity holders, affiliates, representatives, partners, directors, officers, employees, advisers or agents shall be responsible or liable for any direct, indirect or consequential loss or loss of profit arising from the use of this Presentation, its contents, its accuracy or sufficiency, its omissions, it errors, reliance on the information contained within it, or on opinions communicated in relation thereto or otherwise arising in connection therewith . In addition, this Presentation does not purport to be inclusive or of all of the information necessary to make an evaluation of Blockfusion, Blue, Pubco or the Business Combination . Viewers of this Presentation should each make their own evaluation of Blockfusion, Blue, Pubco and of the relevance and adequacy of the information and should make such other investigations as they deem necessary . Nothing herein should be construed as legal, financial, tax or other advice . You should consult your own advisers concerning any legal, financial, tax or other considerations concerning the opportunity described herein . The general explanations included in this Presentation cannot address, nor is intended to address, your specific investment objectives, financial situations or financial needs . This Presentation contains certain unaudited financial information about Blockfusion and certain metrics and measurements based on such unaudited information, all of which information is subject to change based on the results of the PCAOB audit process being undertaken by Blockfusion in connection with the Business Combination, which is underway, as of the date of this Presentation . Forward - Looking Statements This Presentation (and any oral statements regarding the subject matter of this Presentation) contains certain forward - looking statements within the meaning of the U . S . federal securities laws with respect to the Parties and the Business Combination, including expectations, hopes, beliefs, intentions, plans, prospects, financial results or strategies regarding Pubco, Blockfusion, Blue, the Business Combination and statements regarding the anticipated benefits and timing of the completion of the Business Combination, the assets held by Blockfusion and by Blue, High - Performance Computing (“HPC”) and Artificial Intelligence (“AI”) workload data center and AI infrastructure trends, the anticipated business of Pubco, Blockfusion and the markets in which they operate, planned business strategies, including, without limitation, Blockfusion’s plans to transition its business to support HPC/AI customer needs, plans and use of proceeds, objectives of management for future operations of Blockfusion, expected operating costs of Pubco and its subsidiaries, the upside potential and opportunity for investors, Pubco and Blockfusion’s plan for value creation and strategic advantages, market size and growth opportunities, regulatory conditions, competitive position and the interest of other corporations in similar business strategies, 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 the Parties’ respective or collective 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 ; but the Presentation may include other forward - looking information and data that are not preceded by any of the foregoing words . In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward - looking statements . 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 Presentation, 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 ; the failure of Pubco to obtain or maintain the listing of its securities on the Nasdaq Stock Market after closing of the Business Combination ; costs related to the Business Combination ; changes in business, market, financial, political and regulatory conditions ; risks relating to Pubco’s or Blockfusion’s anticipated operations and business, including, without limitation, Blockfusion’s plans to transition its business to become a HPC/AI data center (including, without limitation, the costs, timeline and risks associated therewith) ; risks related to increased competition in the industries in which Pubco and Blockfusion will operate ; risks that after consummation of the Business Combination, Pubco and Blockfusion experience difficulties managing its growth, expanding operations, or executing its strategies ; the outcome of any potential legal proceedings that may be instituted against Blockfusion, Blue, Pubco, or others following announcement of the Business Combination ; and those risk factors discussed in documents of Pubco, Blockfusion, or Blue filed, or to be filed, with the Securities and Exchange Commission (“SEC”) . November 2025 2 INVESTOR PRESENTATION
DISCLAIMER AND OTHER IMPORTANT INFORMATION (cont’d) 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 final prospectus of Blue dated as of June 12 , 2025 and filed by Blue with the SEC on June 13 , 2025 , a registration statement on Form S - 4 that Pubco and Blockfusion intend to file in connection with the Business Combination, which will include a proxy statement of Blue, and other documents filed or to be filed by Blue and Pubco from time to time with the SEC, as well as the list of risk factors included on page 17 hereto . 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, Blockfusion, nor Pubco presently know or that Blue, Blockfusion, 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 none of the Parties or any of their representatives assumes any obligation and do not intend to update or revise these forward - looking statements, whether as a result of new information, future events, or otherwise . None of the Parties nor any of their representatives gives any assurance that any of Blue, Blockfusion, or Pubco will achieve its expectations . Use of Projections This Presentation contains financial and operating forecasts . These unaudited financial projections have been prepared by Blockfusion’s management and include projected financial numbers, comparative metrics and analyses which are based on or derived from such forecasts, all of which are forward - looking statements to which the preceding sections of this disclaimer regarding forward - looking information apply and which represent information developed by Blockfusion’s management in October 2025 or as of earlier dates based on information publicly available as of such time about Blockfusion and other peer public companies . The forecasts have not been updated since the Presentation preparation date and may not be updated in connection with the Business Combination or otherwise . The forecasts also contain certain non - GAAP measures and metrics, as further described under the heading “Blockfusion Statement on Non - GAAP Measures” below . Additionally, aspects of the forecasts incorporate historical information about Blockfusion which is unaudited and has not been reviewed by Blockfusion’s or Blue’s independent auditors . Blockfusion’s or Blue’s independent auditors have not audited, reviewed, compiled or performed any procedures with respect to the unaudited financial projections for the purpose of their inclusion in this Presentation, and accordingly, they do not express an opinion or provide any other form of assurance with respect thereto for the purpose of this Presentation . These unaudited financial projections should not be relied upon as being necessarily indicative of future results . The assumptions and estimates underlying the unaudited financial projections are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the prospective unaudited financial projections . Accordingly, there can be no assurance that the prospective results are indicative of the future performance of Blockfusion or that actual results will not differ materially from those presented in the unaudited financial projections . Inclusion of the unaudited financial projections in this Presentation should not be regarded as a representation by any person that the results contained in the prospective financial information will be achieved . Industry and Market Data In this Presentation, Blockfusion, Blue and Pubco rely on and refer to certain information and statistics regarding the markets and industries in which Blockfusion competes . Such information and statistics are based on Blockfusion’s management’s estimates and/or obtained from third - party sources, including reports by market research firms and company filings . While Blockfusion believes such third - party information is reliable, there can be no assurance as to the accuracy or completeness of the indicated information . None of Blockfusion, Blue or Pubco has independently verified the accuracy or completeness of the information provided by the third - party sources . Each of Blue, Blockfusion and Pubco expressly disclaims any responsibility or liability for any damages or losses in connection with the use of such information herein . Trademarks This Presentation may contain trademarks, service marks, trade names and copyrights of other companies, which are the property of their respective owners, and Blockfusion’s, Blue’s and Pubco’s use thereof does not imply an affiliation with, or endorsement by, the owners of such trademarks, service marks, trade names and copyrights . Solely for convenience, some of the trademarks, service marks, trade names and copyrights referred to in this Presentation may be listed without the TM, © or ® symbols, but Blockfusion, Blue and Pubco will assert, to the fullest extent under applicable law, the rights of the applicable owners, if any, to these trademarks, service marks, trade names and copyrights . No Offer or Solicitation This Presentation does not constitute (i) a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination or (ii) an offer to sell, a solicitation of an offer to buy or a recommendation to purchase any security of Blockfusion, Blue, Pubco or any of their respective affiliates . No such offering of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933 , as amended, or an exemption therefrom . Investment in any securities described herein has not been approved or disapproved by the SEC or any other regulatory authority nor has any authority passed upon or endorsed the merits of the offering or the accuracy or adequacy of the information contained herein any representation to the contrary is a criminal offense . November 2025 3 INVESTOR PRESENTATION
DISCLAIMER AND OTHER IMPORTANT INFORMATION (cont’d) Participants in Solicitation Blockfusion, Blue and Pubco and their respective directors, managers and executive officers may be deemed under SEC rules to be participants in the solicitation of proxies of Blue’s shareholders in connection with the Business Combination . Investors and security holders may obtain more detailed information regarding the names and interests of Blue’s directors and officers in the Business Combination in Blue’s filings with the SEC, including Blue’s IPO S - 1 . To the extent that holdings of Blue’s securities have changed from the amounts reported in Blue’s IPO Form S - 1 , such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC . Information regarding 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 will be set forth in the proxy statement/prospectus on Form S - 4 for the Business Combination, which has will filed by Pubco and Blockfusion with the SEC . Investors, shareholders and other interested persons are urged to read the proxy statement/prospectus and other relevant documents that will be filed with the SEC carefully and in their entirety when they become available because they will contain important information about the Business Combination . Investors, shareholders and other interested persons will be able to obtain free copies of the proxy statement/prospectus and other documents containing important information about Blockfusion, Blue and Pubco through the website maintained by the SEC at www . sec . gov . Company Statement on Non - GAAP Measures This Presentation contains certain financial forecasts, as further described under the heading “Use of Projections” above, prepared by Company management, which include certain non - GAAP measures and metrics, which are briefly described, together with such measures’ closets GAAP measures, as follows: Net Revenue (Non - GAAP): Net Revenue represents projected cash receipts from customer contracts excluding pass - through items such as utilities. These forecasts are prepared on a cash basis, meaning they reflect the timing and magnitude of expected cash inflows rather than accrual - based accounting results. The most directly comparable GAAP measure to Net Revenue is Revenue recognized under ASC 606, which would apply accrual accounting and straight - line recognition for long - term leases with escalators. Under GAAP, revenue is recognized when performance obligations are satisfied, regardless of when cash is collected, and would include adjustments for straight - lining of escalators. EBITDA (Non - GAAP): EBITDA refers to earnings before interest, taxes, depreciation, and amortization. It is calculated by starting with Operating Income and adding back non - cash charges such as depreciation and amortization. The most directly comparable GAAP measure to EBITDA is Operating Income, which includes non - cash items and accrual adjustments. Blockfusion’s management included the foregoing non - GAAP measures, instead of their closest GAAP measures, because Blockfusion’s management believes these cash - based measures provide a more meaningful view of the project’s liquidity and earnings power for evaluating investment decisions . GAAP measures incorporate accruals, straight - lining of escalators, and other adjustments that do not impact actual cash availability . Presenting GAAP measures would require significant assumptions about lease accounting and timing, which are not practicable to measure or predict at this stage of Blockfusion’s development and because Blockfusion’s management anticipated the transition to become an HPC/AI data center . November 2025 4 INVESTOR PRESENTATION
• Active in energy, including oil and gas, biofuels, electric power and batteries, finance and security Mina Janeska Senior Advisor • Founder and CEO of Nviso, specializing in energy - aligned data center investment and risk mitigation • Senior Real Estate Investment Executive across the UK, Europe and Asia - Pacific Wesley Clark Chairman • Four Star General (ret), and Supreme Commander of NATO (‘97 - ’00) • Board member of American Renewable Energy Institute (AREI) Ketan Seth Chief Executive Officer • 25 years of Investment Banking and Capital Markets experience, starting at Deutsche Bank • Has led investments in successful deals across the FinTech and Energy sectors • Previously advised data centers on funding and growth strategies David Bauer Chief Financial Officer • Over 15+ years experience operating companies in Sustainability and Financial Sectors • Former Co - Founder and CEO of GreenMatters • MBA in Quantitative Finance Nadim Qureshi Director • Former leader at WL Ross with extensive transactional experience • Led the successful deSPAC of Nexeo Solutions for Ross Acquisition Corp I • Previous board member of International Seaways, with expertise in global freight and energy supply chain volatility Kenneth Moritsugu Independent Director • US Surgeon General under President Bush • Chief Science and Medical Officer of the American Diabetes Association • Worldwide Chairman of the Johnson & Johnson Diabetes Institute Dino Ferrari Independent Director • President of the Ferrari Group for USA and Canada, a global leader in gold and jewelry logistics • Controls and operates vaults and digital vaults for precious jewelry across 4 continents Glenn Hill Senior Advisor • CEO of Studebaker Defense Group • CEO of the UN Security Council where he bridges energy development with National Security Strategy • Extensive Experience in International Business focusing on Intelligence, Defense and Mission Critical Support THE BLUE ACQUISITION CORP. TEAM November 2025 5 INVESTOR PRESENTATION
PROVEN SPONSOR WITH SPAC EXPERTISE PROVEN TRANSACTION EXECUTION With experience across multiple SPACs and M&A advisory roles, our team has a track record of successful deal structuring and closing GLOBAL STRATEGIC NETWORK Our team’s relationships across government, finance, and industry give us exclusive access to high - quality acquisition targets and influential partners BEYOND CAPITAL DEPLOYMENT We deliver more than funding — our team brings operational, strategic, and growth expertise that helps businesses scale and thrive post - acquisition SECTOR - SPECIFIC INSIGHT Our deep knowledge of renewable energy and data center ecosystems gives us a competitive edge in evaluating and unlocking long - term value November 2025 6 INVESTOR PRESENTATION
TODAY’S PRESENTERS Blue Acquisition Corp. ▪ Alex is Blockfusion’s co - founder and has served as the Chief Executive Officer since the company's inception in 2019 ▪ Brings over two decades of experience in investing and managing technology - driven ventures and infrastructure operations Alex Martini CEO, Director, Co - Founder ▪ Kant is Blockfusion’s co - founder and has served as the company Chief Operations Officer since the company's inception ▪ 20+ years of experience building and managing world - class data center operations ▪ Held senior leadership roles at Rogers Communications that supported revenue growth to over $1.9 billion Kant Trivedi COO, Director, Co - Founder ▪ Ketan has 25 years of Investment Banking and Capital Markets experience, starting at Deutsche Bank ▪ Has led investments in successful deals across the FinTech and Energy sectors ▪ Previously advised data centers on funding and growth strategies ▪ Ketan was previously employed as a Chief Executive Officer by Innovative Logistics Solutions Inc. Ketan Seth CEO ▪ Alberto has 25+ years of financial services experience in the U.S. and Europe, holding senior roles at top firms ▪ He is a Senior Director at Roberts & Ryan and has been a director at Galileo Acq. Corp. (SPAC), ROC Energy Acq. Corp, Americas Technology Acq. Corp. ▪ Previously he was a Managing Director at Benjamin Securities and the head of Public Markets at Fifth Partners. Alberto Pontonio Special Advisor November 2025 7 INVESTOR PRESENTATION
TABLE OF CONTENTS 1 2 TRANSACTION STRUCTURE AND BUSINESS PLAN OVERVIEW 3 FINAL REMARKS 1 INVESTMENT HIGHLIGHTS 2 3 November 2025 8 INVESTOR PRESENTATION
1. INVESTMENT HIGHLIGHTS
BLOCKFUSION: POSITIONED FOR EXPECTED SIGNIFICANT VALUE CREATION x Strategic positioning in high - growth cloud & AI sector • Positioned to capitalize on the explosive growth of cloud computing and AI, sectors driving unprecedented demand for data center capacity Proven management team • Led by a highly experienced and visionary leadership team with a track record of successfully scaling data center operations and driving growth x x Prime facility with available capacity and clear expansion pathway • 106MW site of which 50MW are energized and in operation today. Expansion available to meet accelerated cloud and AI - driven demand. Extensive proprietary pipeline of diligenced sites 1 across the US. x AI - native infrastructure • Following the HPC/AI Transition, the Niagara Facility is expected to be equipped to handle next - gen workloads from AI and advanced cloud solutions, intending to ensure long - term relevance in a rapidly evolving market x Low - cost, sustainable energy advantage • Access to low - cost energy offering expected operational efficiency, cost savings, and competitiveness. Sustainable energy is highly desirable to attract ESG - focused clients Power Credibility Scale Note 1: “Diligenced sites” refers to locations that the Company has identified and is reviewing at varying stages of due diligence. “Proprietary” refers to the pipeline of prospective sites itself, which represents a proprietary asset assembled through the Company’s internal sourcing process and business relationships. This pipeline is not generally available to the public or competitors and would be difficult to replicate due to the relationship - driven nature of the site identification and cultivation process. INVESTOR PRESENTATION November 2025 10
THERE IS AN UNPRECEDENTED LEVEL OF DEMAND FOR UPGRADED DATA CENTER SITES THAT BLOCKFUSION WILL BE ABLE TO ADDRESS USING THE PROCEEDS FROM THIS IPO Source: Core Scientific, Inc. Released Feb 26, 2025 Source: Applied Digital. Released Jun 2, 2025 & Aug 29, 2025 Source: Terawulf. Released Dec 23, 2024 Source: Datacenter Dynamics. Released Apr 23, 2025 & Apr 10, 2025 Source: Cipher Mining. Released Sep 25, 2025 Source: Terawulf. Released Aug 14, 2025 Source: Press releases, Company websites INVESTOR PRESENTATION November 2025 11
WHILE POWER CAPACITY IS CONSTRAINT IN MAJOR MARKETS, BLOCKFUSION SITE DELIVERS AVAILABLE CLEAN POWER AT COMPETITIVE RATES Power generation capacity exists today… just not in the right places. Transmission grids globally remain capacity challenged. Near net transmission capacity is the key friction point, especially as renewables become a top priority for utility companies. The challenge Grid transmission shortfall Blockfusion is developing a 106MW data center campus at its Niagara site Source: DigitalBridge Investor Presentation 2024; Data Journey - Transmission Bottlenecks and The Impact on Data Center Growth; NYISO Power Trends 2025 - June 2, 2025 NYISO 2 Zone A overview NYISO Zones A - E (Upstate NY) energy production by source – 89% zero emissions • Blockfusion facility has reached 100% clean power consumption • All - in power cost including curtailment credits under $0.06/kWh Nuclear Hydro Wind Solar Gas Oil 27,073 25,785 5,821 64 Other Renewables 731 6,583 23 Dual fuel (Oil/Gas) 570 Total 66,650 2024 Production GWh The Grid, particularly transmission lines and substations represents a bottleneck as data center capacity expands rapidly 1 Note: 1. Illustration reflects management assessment. Note: 2. NYISO denotes the New York Independent System Operator, which oversees the state’s power system and daily operations to distribute electricity supply. INVESTOR PRESENTATION November 2025 12
DATA CENTERS ARE EMERGING IN MORE REMOTE LOCATIONS, WHERE POWER IS STILL ABUNDENT AND GRIDS LESS STRAINED Source: McKinsey & Company - The Data Center Balance: How US States can navigate the Opportunities and Challenges; Niagara Falls Redevelopment LLC - Western New York has a once - in - a - lifetime opportunity, and Niagara Falls is at its center. INVESTOR PRESENTATION November 2025 13
THE NIAGARA FACILITY REPRESENTS A STRATEGIC DATA CENTER SITE FOR LOW - LATENCY, HIGH - DENSITY WORKLOADS ▪ Founded in 2019 , Blockfusion is a next - generation data center operator strategically located ~ 90 miles from Toronto and ~ 23 miles from Buffalo International Airport — at the heart of a cross - border power and fiber corridor ▪ Blockfusion is developing a 106 MW data center campus at its Niagara site, with 50 MW energized and operational , expected to deliver 100 % clean, zero - carbon power for AI, cloud, and high - density compute ▪ Key Highlights: Low - cost, stable power : NYISO 1 Zone - A offers one of North America’s most reliable and cost - efficient power markets, offering expected predictable margins for 24 / 7 AI workloads 100 % clean & emission - free : powered by hydro, nuclear, and renewables near the 2 GW Robert Moses Hydroelectric Facility . As part of its long - term sustainability strategy, Blockfusion is an anchor subscriber to a 5 MW community solar project, advancing renewable integration and reducing regional carbon intensity Proven reliability & prime location : Niagara Falls site achieves near 100 % uptime, surrounded by major HPC and semiconductor operators ( Tesla, Yahoo, Micron ) within New York’s SMART I - Corridor innovation hub Scalable campus design : owned and zoned property, reviewing adjacent parcels, potentially enabling campus - scale growth and customer clustering Connectivity & resilience : multiple fiber providers servicing the facility, offering expected continuous operations, carrier diversity, and ultra low - latency network performance We believe proximity to major urban hubs positions Blockfusion’s Blockfusion background data center as a top - tier option for latency - sensitive operations. Toronto 3.68ms 3.18ms ▪ Blockfusion combines clean energy, proven reliability, and scalable infrastructure, positioning it as a competitive and sustainable AI data center platform Source: Energy Mark and NYISO Power Trends 2025 - June 2, 2025; Note: 1. NYISO denotes the New York Independent System Operator, which oversees the state’s power system and daily operations to distribute Note: Map represents the location of the Blockfusion facility and its distance in milliseconds from major urban areas. Millisecond is the standard unit of measure of the distance in networking latency Site plan 2 Blockfusion Facility 0.98ms New York City Boston electricity supply; Note 2: Preliminary renderings, which are based on management projections, can be subject to change. Preliminary renderings may not reflect actual results. For illustrative purposes only. INVESTOR PRESENTATION November 2025 14
BLOCKFUSION IS PARTNERING UP WITH BEST - IN CLASS STRATEGIC VENDORS FOR THE HPC/AI TRANSITION THAT FOCUS ON HYPERSCALE DATA CENTER DESIGN AND ENGINEERING Designs, preliminary budgets, and construction timelines have been advanced, including redundancy planning at the utility substation level, which is mission - critical to hyperscale clients, and reduces execution risk Engineering status Strategic HPC/AI Transition Partners Preferred OEMs Note: Preliminary renderings, which are based on management projections, can be subject to change. Preliminary renderings may not reflect actual results. For illustrative purposes only. INVESTOR PRESENTATION November 2025 15
THE NIAGARA FACILITY POST HPC/AI TRANSITION IS DESIGNED TO HOST NEXT GENERATION AI WORKLOADS WITH 200kW COMPUTE LOADS PER GPU RACK Level 1 Design Level 2 Design Campus Aerial Campus Aerial Note: Preliminary renderings, which are based on management projections, can be subject to change. Preliminary renderings may not reflect actual results. For illustrative purposes only. INVESTOR PRESENTATION November 2025 16
10 0 80 70 60 50 40 30 20 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 BLOCKFUSION ANTICIPATES A SIGNIFICANT TIME - TO - MARKET ADVANTAGE GIVEN ITS POWER AVAILABILITY In - Service Year Duration IR to COD (Months) 25 - 75th percentile Median Duration Analyzed Interconnection Request (IR) Interconnection Agreement (IA) Commercial Operations (COD) 7 Site acquisition Development Connection Procurement Construction Design, Site Pre - Construction Construction Traditional greenfield DC Poten tially at least 4.5 yrs time advantage 0 1 2 3 4 5 6 Note 1: “Interconnection queue” refers to the formal process by which projects request and await approval to connect to the electric grid, including required technical studies and impact assessments; Note 2: “greenfield project” refers to the development of a new data center facility from the ground up on undeveloped land, requiring complete development of all critical systems and infrastructure; Note 3: HPC/AI Power capacity submitted into the interconnection queue 1 for approval and study has increased every year Wait times keep rising; now ~5 years 3,000 2,500 2,000 1,500 1,000 500 0 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 Entered queues in year shown Entered queues in earlier year Source: Lawrence Berkeley National Laboratory, April 2024 Capacity (GW) Illustrative conversion timeline: traditional greenfield DC 2 vs. Blockfusion HPC/AI Transition 3 opportunity (years) transition plan as designed in collaboration with Blockfusion’s strategic partners INVESTOR PRESENTATION November 2025 17
Source: Deloitte “Can US infrastructure keep up with the AI economy?” – June 24, 2025 Note 1: Chart is for illustrative purposes only and is not drawn to scale. Note 2. Statistics show how power infrastructure for IT Workloads in the US will evolve by use - case. For example, power infrastructure used for “Traditional” use cases are expected to grow at a CAGR (compounded annual growth rate) of ~6% between 2024 and 2035 to achieve ~50GW by 2035. ~6% 2024 - 2035 CAGR Power Infrastructure by 2035 ~53GW ~37% ~123GW “Traditional” trends (core, cloud, other) 1 Increasing data volume IT Outsourcing Proliferation of Cloud Inferencing ML/LLM Target segment Artificial intelligence BLOCKFUSION IS POSITIONED TO TARGET THE FASTEST GROWING SEGMENT OF THE DATA CENTER SECTOR THAT WILL REQUIRE AN INCREMENTAL 120GW+ OF DATA CENTER CAPACITY Power required for US Traditional Workloads 2 : 2024 - 2035 CAGR Power Infrastructure by 2035 Power required for US HPC/AI Workloads 2 : INVESTOR PRESENTATION November 2025 18
Server capex split by market segment $0 $20 $40 $60 $80 $100 $120 $140 $160 $180 $200 Hyperscale cloud SPs Cloud (excl. top 4) Cloud (traditional and comms SPs) Cloud (AI specialized) Enterprises (billions) 2022 2023 2024 2025 2026 2027 2028 Source: LinkedIn post by Steven Kiernan, Vice President, referencing OMDIA Report, 2024. CAGR 32% AI Neocloud CAGR 22% CAGR 10% CAGR 93% CAGR 7% HYPERSCALERS AND EMERGING “NEO - CLOUD” SERVICE PROVIDERS ARE EXPECTED TO INVEST ~$1 TRILLION IN SERVERS BETWEEN 2026 - 2028 Comments • Rapid growth of new AI - focused cloud service providers ('AI Neoclouds’), could give birth to the next hyperscaler • CoreWeave, xAI, NexGen Cloud, Crusoe, Lambda, TensorDock, Taiga Cloud, TensorWave, and Groq are notable AI Neoclouds • AI Neoclouds expected to grow at a 93% CAGR over five years, significantly impacting the public cloud market • Amazon Web Services (AWS), Microsoft, Google, and Meta expected to lead in server capex spending • New breed AI specialized cloud service providers are increasing their investments at a faster rate than the top 4 • IT infrastructure vendors are refocusing their strategies to capture opportunities with these fast - growing, well - funded cloud service providers INVESTOR PRESENTATION November 2025 19
▪ Aber holds a degree from the University of Washington and was born and raised in Bellingham, Washington. Aber Whitcomb Director ▪ Aber is the Founder and Chief Executive Officer of Salt AI, an artificial intelligence technology company . Whitcomb is a seasoned technology entrepreneur and engineer with a track record of building and scaling global digital platforms across social networking, gaming, and blockchain infrastructure . ▪ Prior to founding Salt AI, Aber was the Chief Technology Officer and Co - Founder of Jam City, Inc . (formerly SGN Games), a leading multi - platform mobile entertainment company . At Jam City, he oversaw the company’s technology strategy, AI architecture, and infrastructure, enabling the global operation of its game portfolio and cross - platform development . Under his leadership, Jam City became one of the most successful mobile game publishers worldwide . ▪ Earlier in his career, Aber served as Chief Technology Officer and Co - Founder of MySpace, where he led all engineering and technical operations during the company’s rapid global expansion . His work helped establish MySpace as one of the most significant social networking platforms of the early Internet era . In recognition of his technical leadership, InfoWorld named Whitcomb one of the Top 25 CTOs of 2009 . ▪ Aber has co - founded and advised multiple ventures at the intersection of emerging technology and infrastructure . He served on the board of Core Scientific and a Co - Founder of i/o Ventures, an early - stage startup program emphasizing mentorship and founder development . PROVEN MANAGEMENT TEAM Alex Martini CEO, Director, Co - Founder ▪ Alex is the Co - Founder and Chief Executive Officer of Blockfusion USA, Inc . , a data center company powered by clean energy . He is also the Co - Founder and Chief Executive Officer of Blockfusion’s wholly owned subsidiary, North East Data, LLC, a data center property located in Niagara Falls, New York, with 50 MW of installed and operating capacity . He has served in these capacities since the companies’ formation in July 2019 ▪ From 2017 to 2019 , Alex was the Co - Founder and Chief Executive Officer of Blockfusion Technologies Inc . , a Canadian venture backed by private investors focused on developing data center assets in Canada ▪ An early participant in the blockchain industry, Alex became active in the Bitcoin community in 2011 and later organized the New York City Bitcoin Meetup . In 2015 , he was recognized by the United Nations Foundation for his contributions to innovation and social change ▪ Prior to his involvement in blockchain and data infrastructure, Alex held executive roles in the advertising technology sector, including serving as Chief Strategy Officer of Art of Digital, and earlier worked in the hospitality and live events industry in New York City served as the the company's ▪ Kant is Blockfusion’s co - founder and has company Chief Operations Officer since inception ▪ 20 + years of experience building and managing world - class customer operations within the Tech . , Tele . , and Financial Services sectors ▪ Has held several senior leadership positions with Rogers Communications Inc. (TSX: RCI.B NYSE: RCI), where he authored and implemented the Rogers Enterprise Business Unit customer operations strategy and led award - winning teams responsible for Fixed land - line, mobile, data center, colocation, Cloud, and Internet of Things (IoT) supporting revenue growth to over $ 1 . 9 billion ▪ Kant holds an MBA from Queen’s University . He has been involved with such charitable organizations as the United Way and sits on the board of several public companies Kant Trivedi COO, Director, Co - Founder INVESTOR PRESENTATION November 2025 20
2. TRANSACTION STRUCTURE AND BUSINESS PLAN OVERVIEW
TRANSACTION SUMMARY (1) Transaction Highlights Illustrative Pro Forma Valuation Sources and Uses Illustrative Pro Forma Ownership at Close ▪ Blockfusion is valued at a $450 million pre - money equity value ▪ The transaction seeks to raise ~ $200 million in gross proceeds, through a combination of trust proceeds and a common equity PIPE offering priced at $10.00/share ▪ Existing Blockfusion shareholders will roll 100% of interest and will retain at least ~60% of ownership at close ▪ Post - Closing Surviving Company will have a dual class voting structure intended to provide decision - making continuity for certain significant Blockfusion shareholders Uses ($M) Sources ($M) $450 Company Security Holder Rollover $450 Company Security Holder Rollover 30 Rollover Net Debt 101 Blue Cash in Trust 186 Cash to Balance Sheet 30 Rollover Net Debt 15 Estimated Transaction Expenses 100 PIPE Proceeds $681 Total Uses $681 Total Sources $10.00 Illustrative Share Price 75.0 Pro Forma Shares Outstanding $749.7 Pro Forma Equity Value 30.0 (+) Pro Forma Debt 185.6 ( - ) Pro Forma Cash $594.1 Pro Forma Enterprise Value Source: Company financials (1) Pubco securities issuable at Closing to Blockfusion security holders will have an aggregate value of $450M, inclusive of options and warrants issuable in respect of Blockfusion rolling options and warrants; Assumes 50% redemptions; Includes 12.1M BACC public shares (inclusive of 2.0M shares underlying public rights), 45.0M Blockfusion shares, 10.0M PIPE shares, 7.1M founder/advisor shares, 0.7M Private Placement shares (inclusive of 0.06M shares underlying private rights), 0.2M underwriter representative shares. Blue Public, 16.1% Blue Sponsor, 10.5% PIPE Investors, 13.3% Blockfusion Rollover Equity, 60.0% INVESTOR PRESENTATION November 2025 22
BLOCKFUSION MANAGEMENT FORECASTS Net Revenues, $M EBITDA, $M Revenue and EBITDA Forecasts prepared by Blockfusion Management as of October 2025 which incorporate the following key assumptions: • Business Combination (BC) is consummated 2026H1, resulting in $175 - 200M net proceeds to Blockfusion (BF), which amount is sufficient to carry out planned initial Year 1 HPC/AI transition steps while BF winds down Tier 1 activities/revenues. • HPC/AI transition is executed in accordance with, and on timelines set forth in, BF Development Plans developed with Gensler, JBB, Tomasetti, including execution of “core” engineering, construction and facility development over 14 - 16 month period. • Blockfusion has access to sufficient capital to carry out the BF Development Plans, through combination of proceeds, if any, from BC, customer pass - throughs or funding, if any, and additional financing; including, without limitation, estimated capex for “core” build of at least $900M, excluding expansion/acquisition costs (Est. Transition CapEx Reqts for Yrs 1 - 3: $150.5M, $526.2M and $229.7M, dropping to est. $1.6M annually thereafter). • BF attracts and retains at least one long - term colocation lease on standard pricing (as of 10/25, subject 3% annual lease rate escalator) and other terms by Year 2 of the forecast period, generating revenues thereunder which increase as new, fully scaled facility comes online and expansions consummated. • Between Years 2 - 3, BF expands/builds out adjacent land parcels and/or consummates other identified expansion opportunities at development costs of approximately $10M/MW, plus acquisition costs, such that the by Year 3 of Forecast Period (FP), BF deploying 85 MWs to client offtakers. • Utilities costs to BF remain relatively constant during FP; operating costs increase 2% annually; direct costs/ SG&A and other WC expenses covered by revenues generated or client pass - throughs . 3 8 98 156 160 2026E 2027E 2028E 2029E 2030E 75 128 132 (12) 2026E (9) 2027E 2028E 2029E 2030E Forecasts prepared by BF Management are unaudited, forward - looking, are presented solely for illustrative purposes and incorporate numerous additional assumptions, some or all of which may prove inaccurate. The BF HPC/AI Transition may not be successful or may take longer and cost more than currently predicted and if effectuated, may have less favorable results than Forecasts suggest. Readers are urged not to place undue reliance on Forecasts and to review further information regarding assumptions incorporated therein in the S - 4 registration statement to be filed in connection with the Transaction. Forecasts prepared using cash - based forecasting methodology and exclude non - cash items such as depreciation and amortization. See Slide 3 - 4 for further information regarding forward - looking statements and use of non - GAAP measures. INVESTOR PRESENTATION November 2025 23
COMPARABLE COMPANIES ANALYSIS TEV 45.8x 23.2x 20.2x 19.3x 13.6x 10.0x 6.4x 3.2x 20.9x 13.2x 14.3x 10.5x TEV / EBITDA CY 2026 Average: 11.8x Average: 19.7x HPC DCs without Leases Traditional DC Operators Leased HPC DCs BF Average: 29.4x 30.1x 28.8x 3.6x 1 $480mm $8.3bn $6.4bn $1.8bn $4.2bn $3.4bn $0.8bn $4.1bn $1.1bn $4.2bn $18.3bn $9.0bn $7.6bn $73.3bn $97.0bn Source: Capital IQ (11/11/25) for broker consensus EBITDA 2026E figures and stock prices, latest SEC Filings for calculating total enterprise values Note 1: Calculated using estimated 2030 EBITDA of $132mm, derived from Blockfusion management forecasts described on preceding slide, subject to numerous assumptions and qualifications set forth on slides 2 - 4. Estimated 2030 Run - Rate EBITDA for future Blockfusion HPC/AI business assumes successful implementation of the Company’s development plans, capital access, lease offtake and numerous other assumptions. Actual results may differ. Multiple Based on RR EBITDA 1 For Reference This comparison reflects forward - looking stabilized earnings power total enterprise value (TEV) to forecasted EBTIDA values, intended to illustrate potential at stabilized states . Includes CY 2026 E EBITDA of peers and Blockfusion’s estimated 2030 run - rate EBITDA after a lease sign/at lease stabilization — the point at which investors typically price platforms . INVESTOR PRESENTATION November 2025 24
3. FINAL REMARKS
THE BLOCKFUSION OPPORTUNITY: THE RIGHT PLATFORM, THE RIGHT TIME x Scalable, AI - grade capacity — ready to be developed now, not years from now. x Clean, low - cost power and strategic location near major tech hubs. x Proven management team with a track record of building and operating mission - critical infrastructure. x Market - validated demand: hyperscalers and AI - first cloud players have been seeking sites like ours with campus expansion potential. x Unique entry point for investors to capture the upside of the AI infrastructure wave — where speed, scale, and execution matter most. INVESTOR PRESENTATION November 2025 26
APPENDIX
BLOCKFUSION’S HPC/AI TRANSITION PLAN AND KEY ASSUMPTIONS FOR FINANCIAL FORECASTS • 5 - year financial forecasts • Year 1 in the model represents calendar year 2026 Deal closing 2026H1 $150/kW Leasing rate 3% lease rate escalator, 2% cost indexation $10.5mm capex per MW • Leasing rate assumed to be equal to prevailing market rate based on Management’s knowledge of the market • Publicly disclosed leases for peers, priced at the same or similar rate • Leasing escalator applied to contracted revenues, consistent with market practice for long - term data center agreements • 2% annual cost indexation to reflect inflationary trends • Reflects the complete white - space infrastructure build “up to the rack” • Inclusive of electrical, mechanical, cooling, and network systems Months HPC/AI Transition: operational milestones and timeline Deal closing Wind - down Tier 1 Operations Site Prep, Design and Engineering Tier 3 – 85MW Development 1 Lease Agreement T0 = 2026H1 T+5 T+6 Key Assumptions in Deriving the Financial Forecasts T+12 T+16 T+22 T+26 T+33 25MW 50MW 85MW Figures are based on management forecasts and estimates, which are subject to change and may not reflect actual future results; Note 1: Forecasts prepared by Blockfusion management as of October 2025, incorporating numerous assumptions, including as further described on Slide 23. All information subject to the qualifications set forth on Slides 2 - 4. Actual results may differ. Assumptions include that Blockfusion has access to material amounts of capital, sufficient to satisfy HPC/AI development plan, has entered into at least one long - term lease/offtake agreement, executes expansion opportunities and completes associated permitting requirement such that the Company completes the HPC/AI transition within management estimates of related costs and timelines, yielding the results management anticipates, as further described on Slide 23. INVESTOR PRESENTATION November 2025 28
UNLOCKING GROWTH IN DATA CENTERS: EXECUTIVE ORDER 14318, JULY 23, 2025 Acceleration of Permitting Processes The order aims to reduce regulatory delays and expedite permitting for large - scale datacenters and critical infrastructure projects. Leveraging Federal Lands Utilizing Brownfield and Superfund sites promotes efficient land use and revitalizes underused federal properties for infrastructure development. Boosting AI and Manufacturing The policy supports growth in AI capabilities, digital infrastructure, and advanced manufacturing to enhance national security and economic competitiveness. Shift in Regulatory Priorities Revocation of previous diversity, equity, and climate requirements underscores a focus on speed and industrial competitiveness. Policy Objectives and Strategic Vision Qualifying Project Criteria Projects must exceed 100 megawatts electric load or $500 million capital expenditure for expedited permitting eligibility. FAST - 41 Permitting Framework Mandates interagency coordination and strict environmental review timelines to accelerate permitting. Financial Support Mechanisms Includes loans, grants, and tax incentives established by the Department of Commerce to support projects. Federal Land and Site Utilization Departments identify federal lands and accelerate contaminated site reuse to facilitate development. Key Provisions and Implementation Mechanisms INVESTOR PRESENTATION November 2025 29
COMPUTE DEMAND IS GROWING TWICE AS FAST AS CHIP EFFICIENCY LEADING TO AN INCREASING AMOUNT OF POWER REQUIRED TO SATISFY THIS DEMAND 2024 2022 2020 2018 2016 2014 2012 2010 10 25 10 23 10 21 10 19 10 17 10 15 COMPUTE DEMAND GROWTH: 4.5x every year CHIP EFFICIENCY GROWTH: 2x every two years (Moore’s law) PaLM AlphaGo Master AlexNet AlphaGo Zero Training compute (FLOP) GPT - 3 GPT - 4 Gemini Ultra Source: Bain & Company Technology Report 2025, Epoch AI INVESTOR PRESENTATION November 2025 30