Blue Acquisition Corp/Cayman Amends Merger to Add Earnout

What Happened

• Blue Acquisition Corp., a Cayman exempted company, filed an 8-K on June 30, 2026 reporting the Third Amendment to its Business Combination Agreement (BCA) with Blockfusion and related parties. The original BCA was entered on November 19, 2025 (with prior amendments on March 19, 2026 and May 6, 2026). Under the transaction, Pubco (Blockfusion Digital Infrastructure, Inc.) will become a publicly traded company upon closing and Blue and Blockfusion will become subsidiaries of Pubco.
• The Third Amendment (effective June 30, 2026) principally (i) creates an earnout that could result in issuance of up to 9,250,000 shares of Pubco Class A common stock to certain Blockfusion stockholders over a 36-month post-closing period, and (ii) reduces the planned post-closing Pubco board size from nine directors to seven.

Key Details

• Earnout cap: up to 9,250,000 Pubco Class A common shares, issued in up to five tranches upon meeting VWAP-based price targets or upon a qualifying change of control during the 36‑month Earnout Period.
• Allocation: Earnout shares allocated pro rata to Earnout Participants based on their merger consideration at closing; up to 10% of any Earnout Shares issued may be assigned to third parties assisting Blockfusion’s transition to AI training/inference and other HPC workloads.
• Governance change: post-closing Pubco board size reduced from nine (9) members to seven (7) members.
• Investor communications: Blue and Blockfusion issued a joint press release, held an investor call (script furnished), and provided an updated investor presentation, all attached as exhibits to the 8-K.

Why It Matters

• The earnout creates potential additional equity dilution (up to 9.25M shares) tied to post-closing stock performance, aligning some seller value to Pubco’s market outcomes and to milestones for Blockfusion’s business transition.
• Reducing the board size is a material governance change for the combined public company and may affect board composition and voting dynamics after closing.
• The press release, investor call, and presentation provide investors with the companies’ view of recent business developments and the structure of the proposed business combination; these materials are filed as Exhibits 99.1–99.3.