Blue Acquisition Corp/Cayman

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. 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.