Blue Acquisition Corp/Cayman 8-K, filed Sep 22, 2026
Blue Acquisition Corp/Cayman (BACC)
About this 8-K
Blue Acquisition Corp/Cayman filed this 8-K on September 22, 2026, reporting on events of September 21, 2026.
Items reported
- Item 1.01: Entered into a material agreement
- Item 9.01: Financial statements and exhibits
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 | ||
| of an initial business combination |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01. Entry Into A Material Definitive Agreement.
As previously disclosed, on November 19, 2025, Blue Acquisition Corp., a Cayman Island exempted company (“Blue”), entered into a Business Combination Agreement, as amended by the First Amendment to the Business Combination Agreement on March 19, 2026, the Second Amendment to the Business Combination Agreement on May 6, 2026, the Third Amendment to the Business Combination Agreement on June 30, 2026, the Fourth Amendment to the Business Combination Agreement on July 31, 2026 and the Fifth Amendment to the Business Combination Agreement on September 2, 2026 (and as it may be further amended or supplemented from time to time, the “BCA”) with Blockfusion Digital Infrastructure, Inc., a Delaware corporation (f/k/a Blockfusion Data Centers, Inc.) (“Pubco”), Atlas I Merger Sub, a Cayman Islands exempted company (“SPAC Merger Sub”), Atlas Merger Sub, Inc., a Delaware corporation (“Company Merger Sub”), and Blockfusion USA, Inc., a Delaware corporation, (“Blockfusion”), pursuant to which, as of the consummation of the transactions contemplated by the BCA (the “Closing”), Blue and Blockfusion will become wholly-owned subsidiaries of Pubco, and Pubco will become a publicly traded company. The transactions contemplated by the BCA are hereinafter referred to collectively as the “Business Combination.”
On September 21, 2026, the parties to the BCA entered into the Sixth Amendment to the BCA (the “Sixth Amendment”), which amends the BCA to (i) revise the earnout terms set forth in the BCA to increase the maximum number of Class A common stock of Pubco (the “Earnout Shares”) issuable to certain Blockfusion stockholders (the “Earnout Participants”) upon satisfaction of certain post-closing trading price-based conditions to 15,000,000 shares and adjust the aforementioned conditions to common stock VWAPs (measured over 20 of 30 trading days) of $13.00/share, $15.00/share and $17.00/share, respectively, with one-third (1/3) of the Earnout Shares to be delivered to Earnout Participants upon achievement of each of such thresholds; (ii) exclude that certain Series A Common Stock Purchase Warrant, dated as of September 4, 2026, issued by Blockfusion to CoreWeave, Inc. to purchase 2,786,624 shares of Blockfusion’s Series A common stock at an initial exercise price of $7.6898 per share (the “CoreWeave Warrant”), from certain definitions and calculations under the terms of the BCA, including the calculation of “Fully-Diluted Company Shares,” for purposes of determining the number of Pubco shares received at Closing in respect of each then-outstanding Blockfusion share, as agreed between the parties; (iii) amend certain provisions of the BCA to reflect the automatic cancellation of the CoreWeave Warrant immediately prior to the Effective Time and the issuance by Pubco to the holder thereof of a warrant to purchase shares of Pubco Class A Common Stock, exercisable for 2,870,813 shares of Pubco Class A Common Stock at an initial exercise price of $7.4643 per share, subject to adjustment; and (iv) to amend, add or delete certain defined terms in respect of the foregoing.
Other than as expressly modified pursuant to the Sixth Amendment, the BCA remains in full force and effect as originally executed. The foregoing description of the Sixth Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Sixth Amendment, a copy of which is attached as Exhibit 2.1 hereto, and the terms of which are incorporated herein by reference.
Additional Information and Where to Find It
Pubco, as registrant, and Blockfusion, as co-registrant, filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-4 (as amended or supplemented from time to time, the “Registration Statement”), which includes a preliminary proxy statement of Blue and a prospectus (the “Proxy Statement/Prospectus”) in connection with the extraordinary meeting of Blue’s shareholders to approve the Business Combination. The definitive proxy statement and other relevant documents will be mailed to shareholders of Blue as of a record date to be established for voting on the Business Combination and other matters as described in the Proxy Statement/Prospectus. Blue, Blockfusion and/or Pubco will also file other documents regarding the Business Combination with the SEC. This Current Report on Form 8-K does not contain all of the information that should be considered concerning the Business Combination and is not intended to form the basis of any investment decision or any other decision in respect of the Business Combination. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, SHAREHOLDERS OF BLUE AND OTHER INTERESTED PARTIES ARE URGED TO READ THE PRELIMINARY PROXY STATEMENT/PROSPECTUS, AND AMENDMENTS THERETO, AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH BLUE’S SOLICITATION OF PROXIES FOR THE EXTRAORDINARY GENERAL MEETING OF ITS SHAREHOLDERS TO BE HELD TO APPROVE THE BUSINESS COMBINATION AND OTHER MATTERS AS DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT BLUE, BLOCKFUSION, PUBCO AND THE BUSINESS COMBINATION. Investors and security holders will also be able to obtain copies of the Registration Statement and the Proxy Statement/Prospectus and all other documents filed or that will be filed with the SEC by Blue and Pubco, without charge, as available, on the SEC’s website at www.sec.gov or by directing a request to: Blue Acquisition Corp., 1601 Anita Lane, Newport Beach CA, 92660; or upon written request to Blockfusion Digital Infrastructure, Inc. at 447 Broadway, 2nd Floor, #538, New York, NY 10013, respectively.
1
NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE BUSINESS COMBINATION DESCRIBED HEREIN, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR ANY RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS CURRENT REPORT ON FORM 8-K. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
Participants in Solicitation
Blue, Blockfusion, Pubco and their respective directors, executive officers, certain of their equity holders and other members of management and employees may be deemed under SEC rules to be participants in the solicitation of proxies from Blue’s shareholders in connection with the Business Combination. A list of the names of such persons, and information regarding their interests in the Business Combination and their ownership of Blue’s securities are contained in Blue’s filings with the SEC, including the final prospectus for Blue’s initial public offering filed with the SEC on June 12, 2025 (the “IPO Prospectus”). Additional information regarding the interests of the persons who may, under SEC rules, be deemed participants in the solicitation of proxies of Blue’s shareholders in connection with the Business Combination, including the names and interests of Blockfusion’s and Pubco’s respective directors or managers and executive officers, is set forth in the Registration Statement on Form S-4 initially filed by Pubco and Blue with the SEC on December 8, 2025, as amended on February 9, 2026, May 1, 2026 and June 30, 2026, which includes the Proxy Statement/Prospectus. Investors and security holders may obtain free copies of these documents as described above.
No Offer or Solicitation
This Current Report on Form 8-K and the information contained herein is for informational purposes only and is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential transactions and shall not constitute an offer to sell or exchange, or a solicitation of an offer to buy or exchange the securities of Blue, Blockfusion or Pubco, or any commodity or instrument or related derivative of Blue or Pubco, nor shall there be any sale of any such securities, commodities, instruments or related derivatives in any state or jurisdiction in which such offer, solicitation, sale or exchange would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities, commodities, instruments or derivatives shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended (the “Securities Act”) or an exemption therefrom. Investors should consult with their counsel as to the applicable requirements for a purchaser to avail itself of any exemption under the Securities Act.
Forward-Looking Statements
This Current Report on Form 8-K contains certain forward-looking statements within the meaning of the U.S. federal securities laws with respect to the Business Combination involving Pubco, Blockfusion, and Blue, including expectations, hopes, beliefs, intentions, plans, prospects, financial results or strategies regarding Blockfusion, Pubco, Blue and the Business Combination, statements regarding the anticipated benefits and timing of the completion of the Business Combination, the assets that may be held by Blockfusion and Pubco and the value thereof, Pubco’s listing on any securities exchange, the anticipated business of Pubco, plans and use of proceeds, objectives of management for future operations of Pubco, the upside potential and opportunity for investors, Pubco’s plan for value creation and strategic advantages, market size and growth opportunities, regulatory conditions, technological and market trends, future financial condition and performance and expected financial impacts of the Business Combination, the satisfaction of closing conditions to the Business Combination and the level of redemptions of Blue’s public shareholders, and Pubco’s expectations, intentions, strategies, assumptions or beliefs about future events, results of operations or performance or that do not solely relate to historical or current facts. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “potential,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events or conditions that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this communication, including, but not limited to: the risk that the Business Combination may not be completed in a timely manner or at all, which may adversely affect the price of Blue’s securities; the risk that the Business Combination may not be completed by Blue’s business combination deadline; the failure by the parties to satisfy the conditions to the consummation of the Business Combination, including the approval of Blue’s shareholders; failure to realize the anticipated benefits of the Business Combination; the level of redemptions of the Blue’s public shareholders which may reduce the public float of, reduce the liquidity of the trading market of, and/or maintain the quotation, listing, or trading of the Class A ordinary shares of Blue or the shares of Pubco Class A Common Stock to be listed in connection with the Business Combination; the insufficiency of the third-party fairness opinion for the board of directors of Blue in determining whether or not to pursue the Business Combination; the failure of Pubco to obtain or maintain the listing of its securities on any securities exchange after the Closing of the Business Combination; risks associated with Blue, Blockfusion and Pubco’s ability to consummate the Business Combination timely or at all, including in connection with potential regulatory delays or impediments, costs related to the Business Combination and as a result of becoming a public company; changes in business, market, financial, political and regulatory conditions; risks relating to Pubco’s anticipated operations and business; risks related to increased competition in the industries in which Pubco will operate; risks relating to significant legal, commercial, regulatory, tax and technical uncertainty regarding bitcoin and other cryptocurrencies; risks related to the ability of Blockfusion and Pubco to execute their business plans; the risk that demand for data center and high-performance computing (“HPC”) infrastructure decreases; challenges in implementing Pubco’s business plan and proposed transition to a HPC and Artificial Intelligence workload data center due to operational and other challenges, significant competition and regulation; risks associated with the possibility of Pubco being considered to be a “shell company” by any stock exchange on which Pubco Class A Common Stock will be listed or by the SEC, which may impact Pubco’s ability to list Pubco Class A Common Stock and restrict reliance on certain rules or forms in connection with the offering, sale or resale of securities, which could impact materially the time, cost and ability of Pubco to raise capital after the Closing of the Business Combination; the outcome of any potential legal proceedings that may be instituted against Pubco, Blockfusion, Blue or others in connection with or following announcement of the Business Combination; the dilutive effects on shareholders of the issuances of securities in connection with the proposed Business Combination and associated financing transactions; and those risk factors discussed in documents that Pubco and/or Blue filed, or that will be filed, including those set forth in the Registration Statement filed with the SEC in connection with the Business Combination.
2
The foregoing list of risk factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the IPO Prospectus, Blue’s Quarterly Reports on Form 10-Q and Blue’s Annual Reports on Form 10-K that will be filed by Blue from time to time, the Registration Statement filed by Pubco and Blue, including the Proxy Statement/Prospectus contained therein, and other documents that have been or will be filed by Blue and Pubco from time to time with the SEC. These filings do or will identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. There may be additional risks that neither Blue nor Pubco presently know or that Blue and Pubco currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements.
Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and each of Blue, Blockfusion, and Pubco assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither Blue, Blockfusion, nor Pubco gives any assurance that any of Blue, Blockfusion or Pubco will achieve their respective expectations. The inclusion of any statement in this Current Report on Form 8-K does not constitute an admission by Blue, Blockfusion or Pubco or any other person that the events or circumstances described in such statement are material.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 2.1 | Sixth Amendment to the Business Combination Agreement. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
3
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Blue Acquisition Corp. | ||
| By: | /s/ David Bauer | |
| Name: | David Bauer | |
| Title: | Interim Chief Executive Officer | |
Dated: September 21, 2026
4
Exhibit 2.1
SIXTH AMENDMENT
TO THE
BUSINESS COMBINATION AGREEMENT
This Sixth Amendment (this “Sixth Amendment”) to the Business Combination Agreement, dated as of September 21, 2026, amends the Business Combination Agreement, dated as of November 19, 2025 (as amended by the First Amendment to the Business Combination Agreement, dated as of March 19, 2026, the Second Amendment to the Business Combination Agreement, dated as of May 6, 2026, the Third Amendment to the Business Combination Agreement, dated as of June 30, 2026, the Fourth Amendment to the Business Combination Agreement, dated as of July 31, 2026, and the Fifth Amendment to the Business Combination Agreement dated as of September 2, 2026, and as may be further amended, supplemented, modified and/or restated from time to time, the “Business Combination Agreement”), by and among (i) Blue Acquisition Corp., a Cayman Islands exempted company (“SPAC”), (ii) Blockfusion Digital Infrastructure, Inc. (formerly Blockfusion Data Centers, Inc.), a Delaware corporation (“Pubco”), (iii) Atlas I Merger Sub, a Cayman Islands exempted company and a wholly-owned subsidiary of Pubco (“SPAC Merger Sub”), (iv) Atlas Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Pubco (“Company Merger Sub”), and (v) Blockfusion USA, Inc., a Delaware corporation (together with its successors, the “Company”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Business Combination Agreement.
RECITALS:
WHEREAS, Section 10.8 of the Business Combination Agreement sets forth that the Business Combination Agreement may be amended, supplemented or modified only by execution of a written instrument signed by each of the Parties;
WHEREAS, pursuant to that certain letter agreement, dated as of September 4, 2026 (the “Waiver Letter”), by and between the Company and SPAC, SPAC has waived certain covenants set forth in Section 6.2(b) of the Business Combination Agreement in connection with, among other things, the CoreWeave Lease, the Expansion Agreement, the Conditional CoreWeave Warrant and the related agreements contemplated by the CoreWeave Term Sheet (each as defined in the Waiver Letter), and the Parties desire to conform the Business Combination Agreement to the transactions contemplated by the Waiver Letter; and
WHEREAS, the Parties desire to amend certain provisions of the Business Combination Agreement to, among other things, (i) reflect the cancellation of the CoreWeave Warrant and the issuance of the Pubco CoreWeave Warrant at the Effective Time and (ii) revise the terms of the earnout provisions.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in accordance with the terms of the Business Combination Agreement, the Parties, intending to be legally bound, do hereby acknowledge and agree as follows:
1. Amendments to the Business Combination Agreement.
(a) Recital J of the Business Combination Agreement is replaced with the following:
“J. Contemporaneously with the Closing, SPAC, Pubco, the Sponsor, the holder of any Pubco CoreWeave Warrant and certain stockholders of the Company to be mutually agreed by the Company and SPAC, will execute and deliver an amendment and restatement of the Founder Registration Rights Agreement, the form of which is attached as Exhibit E hereto (the “Amended Registration Rights Agreement”), to, among other matters, have Pubco assume the registration obligations of SPAC under the Founder Registration Rights Agreement, have such rights apply to the shares of Pubco Common Stock, and to provide the holder of any Pubco CoreWeave Warrant and such stockholders of the Company with registration rights thereunder;”
(b) Section 1.10(d) of the Business Combination Agreement is replaced with the following:
“(d) Company Warrants; CoreWeave Warrant.
(i) Except for the CoreWeave Warrant, each warrant to purchase Company Common Stock (each a “Company Warrant”) that is outstanding and unexercised immediately prior to the Effective Time shall automatically, without any action on the part of the holder thereof, be assumed by Pubco and converted into a warrant to purchase that number of shares of Pubco Class A Common Stock equal to the product of (x) the number of shares of Company Common Stock subject to such Company Warrant multiplied by (y) the Exchange Ratio (each such warrant, an “Assumed Warrant”). Each Assumed Warrant shall be in a form mutually agreed by SPAC and the Company, acting reasonably, prior to the Closing and, except as otherwise set forth in this Agreement, shall be subject to the same terms and conditions (including as to vesting and exercisability) as were applicable under the respective Company Warrant immediately prior to the Effective Time, except that each such Assumed Warrant shall have an exercise price per share equal to the quotient obtained by dividing (x) the per share exercise price of the Company Warrant by (y) the Exchange Ratio (which price per share shall be rounded down to the nearest whole cent). Upon exercise of any Assumed Warrant, no evidence of book-entry shares representing fractional shares of Pubco Class A Common Stock shall be issuable thereunder; in lieu of the issuance of any such fractional share, Pubco shall round up to the nearest whole share of Pubco Class A Common Stock.
(ii) Immediately prior to the Effective Time, automatically and without any further action by any Person, the CoreWeave Warrant shall be cancelled and shall cease to be outstanding, and, at the Effective Time, Pubco shall issue directly to the holder thereof a warrant to purchase shares of Pubco Class A Common Stock in the form executed by Pubco and deposited into escrow in connection with the issuance of such CoreWeave Warrant, exercisable for 2,870,813 shares of Pubco Class A Common Stock at an exercise price of $7.4643 per share (the “Pubco CoreWeave Warrant”). Notwithstanding the foregoing, if the CoreWeave Warrant shall have been exercised in part prior to the Effective Time, the number of shares of Pubco Class A Common Stock subject to the Pubco CoreWeave Warrant shall be reduced by an amount equal to the number of shares of Company common stock issued upon such partial exercise multiplied by the Warrant Conversion Ratio (as defined in the CoreWeave Warrant), rounded down to the nearest whole share. For the avoidance of doubt, the Pubco CoreWeave Warrant shall not constitute a “Pubco Warrant”, an “Assumed Warrant” or a “Company Warrant” for purposes of this Agreement, and the cancellation of the CoreWeave Warrant and the issuance of the Pubco CoreWeave Warrant pursuant to this Section 1.10(d)(ii) shall not constitute an exchange, assumption or conversion of the CoreWeave Warrant.
2
(c) The initial paragraph of Section 1.16 and Sections 1.16(a)-(f) of the Business Combination Agreement are hereby replaced with the following:
“1.16 Earnout. After the Closing, subject to the terms and conditions set forth herein, certain Company Stockholders (collectively, the “Earnout Participants”), as more particularly described on Annex I hereto, shall have the contingent right to receive up to an aggregate maximum of 15,000,000 shares of Pubco Class A Common Stock (the “Earnout Shares”), to be allocated among the Earnout Participants as set forth on Annex I, as additional consideration from Pubco based on the performance of the Pubco Class A Common Stock, as follows:
(a) In the event that the VWAP of the Pubco Class A Common Stock equals or exceeds $13.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) (the “First Share Price Target”) for twenty (20) out of any thirty (30) Trading Days during the period beginning on the Closing Date and ending on the date that is thirty-six (36) months after the Closing Date (the “Earnout Period”), then, subject to the terms and conditions of this Agreement, Pubco shall issue to the Earnout Participants 5,000,000 Earnout Shares (the “First Earnout Share Payment”).
(b) In the event that the VWAP of the Pubco Class A Common Stock equals or exceeds $15.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) (the “Second Share Price Target”) for twenty (20) out of any thirty (30) Trading Days during the Earnout Period, then, subject to the terms and conditions of this Agreement, Pubco shall issue to the Earnout Participants 5,000,000 Earnout Shares (the “Second Earnout Share Payment”).
(c) In the event that the VWAP of the Pubco Class A Common Stock equals or exceeds $17.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) (the “Third Share Price Target”, and together with the First Share Price Target and the Second Share Price Target, the “Share Price Targets”) for twenty (20) out of any thirty (30) Trading Days during the Earnout Period, then, subject to the terms and conditions of this Agreement, Pubco shall issue to the Earnout Participants 5,000,000 Earnout Shares (the “Third Earnout Share Payment”, and together with the First Earnout Share Payment and the Second Earnout Share Payment, the “Earnout Share Payments”).
(d) [Reserved].
(e) [Reserved].
3
(f) For purposes of Section 1.16(a)-(c) above, the thirty (30) Trading Day periods may be overlapping, such that multiple Share Price Targets may be achieved simultaneously or within thirty (30) Trading Days of each other. For the avoidance of doubt, the Earnout Share Payments are cumulative but each is earnable solely on an all-or-nothing basis, such that there will be no entitlement to a partial award of any Earnout Share Payment. The number of shares of Pubco Class A Common Stock constituting any Earnout Share Payment shall be equitably adjusted for stock splits, stock dividends, combinations, recapitalizations and the like after the Closing. No fractional shares of Pubco Class A Common Stock, or certificates or scrip representing fractional shares of Pubco Class A Common Stock, will be issued upon any Earnout Share Payment, and any such fractional shares or interests therein will not entitle the owner thereof to vote or to any rights of a stockholder of Pubco; provided, that any fractional shares of Pubco Class A Common Stock issued as an Earnout Share Payment will be rounded up to the nearest whole share of Pubco Class A Common Stock, as applicable.”
(d) The first sentence of Section 5.3(d) of the Business Combination Agreement is hereby replaced with the following:
“Except for the Company Preferred Stock, the Company Options, any CoreWeave Warrant, and the Company Warrants, there are no Company Convertible Securities or preemptive rights or rights of first refusal or rights of first offer, nor are there any Contracts, commitments, arrangements or restrictions to which the Company or any of its equity holders is a party or bound relating to any equity securities of the Company, whether or not outstanding.”
(e) The following defined terms are hereby deleted in their entirety from Section 11.1 of the Business Combination Agreement: “Fourth Earnout Share Payment”, “Fourth Share Price Target”, “Fifth Earnout Share Payment”, and “Fifth Share Price Target”.
(f) The following defined terms in Section 11.1 of the Business Combination Agreement are hereby added or replaced with the following, as applicable:
“Company Convertible Securities” means, collectively, any options, warrants or rights to subscribe for or purchase any equity securities of the Company or securities convertible into or exchangeable for, or that otherwise confer on the holder any right to acquire any equity securities of the Company; provided, that the CoreWeave Warrant shall not constitute a Company Convertible Security for purposes of this Agreement.
“CoreWeave Warrant” means that certain Series A Common Stock Purchase Warrant, dated as of September 4, 2026, issued by the Company to CoreWeave, Inc. (or its designated Affiliate) to purchase 2,786,624 shares of Company common stock at an initial exercise price of $7.6898 per share, issued in connection with the Lease Agreement, dated as of September 4, 2026, between North East Data, LLC and CoreWeave, Inc. (the “CoreWeave Lease”).
“Earnout Share Payments” has the meaning set forth in Section 1.16(c).
4
“Fully-Diluted Company Shares” means (a) the total number of issued and outstanding shares of Company Common Stock issued and outstanding and vested as of immediately prior to the Effective Time (after giving effect to the Preferred Conversion, but excluding any shares of Company Common Stock issued upon any exercise of the CoreWeave Warrant), plus (b) the aggregate number of shares of Company Common Stock issuable upon, or pursuant to, the exercise of Company Options that are issued and outstanding and vested as of immediately prior to the Effective Time, treating such outstanding and vested Company Options as having been exercised in full (calculated using the treasury stock method of accounting), plus (c) the aggregate number of shares of Company Common Stock issuable upon, or pursuant to, the exercise of Company Warrants (other than the CoreWeave Warrant) that are issued and outstanding as of immediately prior to the Effective Time, treating such Company Warrants as having been exercised in full (calculated using the treasury stock method of accounting).
“Pubco CoreWeave Warrant” has the meaning set forth in Section 1.10(d)(ii).
“Share Price Targets” has the meaning set forth in Section 1.16(c).”
2. Miscellaneous. Except as expressly provided in this Sixth Amendment, all of the terms and provisions in the Business Combination Agreement shall remain unchanged and in full force and effect, on the terms and subject to the conditions set forth therein. This Sixth Amendment does not constitute, directly or by implication, an amendment or waiver of any provision of the Business Combination Agreement, or any other right, remedy, power or privilege of any party, except as expressly set forth herein. Nothing in this Sixth Amendment shall limit, modify or otherwise affect the waivers granted by SPAC pursuant to the Waiver Letter, which remain in full force and effect in accordance with their terms. Any reference to the Business Combination Agreement in the Business Combination Agreement or any other agreement, document, instrument or certificate entered into or issued in connection therewith shall hereinafter mean the Business Combination Agreement, as amended by this Sixth Amendment (or as the Business Combination Agreement may be further amended or modified after the date hereof in accordance with the terms thereof). The Business Combination Agreement, as amended by this Sixth Amendment, and the documents or instruments attached hereto or thereto or referenced herein or therein, constitutes the entire agreement between the Parties with respect to the subject matter of the Business Combination Agreement, and supersedes all prior agreements and understandings, both oral and written, between the Parties with respect to its subject matter. If any provision of the Business Combination Agreement is materially different from or inconsistent with any provision of this Sixth Amendment, the provision of this Sixth Amendment shall control, and the provision of the Business Combination Agreement shall, to the extent of such difference or inconsistency, be disregarded. Sections 10.1 through 10.9 and 10.11 through 10.13 of the Business Combination Agreement are hereby incorporated herein by reference as if fully set forth herein, and such provisions apply to this Sixth Amendment as if all references to the “Agreement” contained therein were instead references to this Sixth Amendment.
[Remainder of Page Intentionally Left Blank; Signature Pages Follow]
5
IN WITNESS WHEREOF, each party has caused this Sixth Amendment to be signed and delivered by its respective duly authorized signatory as of the date first written above.
| SPAC: | ||
| BLUE ACQUISITION CORP. | ||
| By: | /s/ David Bauer | |
| Name: | David Bauer | |
| Title: | Interim Chief Executive Officer | |
| Pubco: | ||
| BLOCKFUSION DIGITAL INFRASTRUCTURE, INC. | ||
| By: | /s/ Robert Scott | |
| Name: | Robert Scott | |
| Title: | President, Chief Financial Officer, Secretary and Treasurer | |
IN WITNESS WHEREOF, each party has caused this Sixth Amendment to be signed and delivered by its respective duly authorized signatory as of the date first written above.
| SPAC Merger Sub: | ||
| ATLAS I MERGER SUB | ||
| By: | /s/ Robert Scott | |
| Name: | Robert Scott | |
| Title: | Sole Director | |
| Company Merger Sub: | ||
| ATLAS MERGER SUB, INC. | ||
| By: | /s/ Robert Scott | |
| Name: | Robert Scott | |
| Title: | President, Treasurer and Secretary | |
IN WITNESS WHEREOF, each party has caused this Sixth Amendment to be signed and delivered by its respective duly authorized signatory as of the date first written above.
| The Company: | ||
| BLOCKFUSION USA, INC. | ||
| By: | /s/ Alex Martini-Lo Manto | |
| Name: | Alex Martini-Lo Manto | |
| Title: | Chief Executive Officer | |