Blue Acquisition Corp/Cayman 8-K/A

What Happened

• Blue Acquisition Corp./Cayman (BACC) filed an 8-K on July 13, 2026 disclosing the Third Amendment (dated June 30, 2026) to its Business Combination Agreement (originally entered Nov. 19, 2025) with Blockfusion Digital Infrastructure, Inc. (Pubco is the combined public company).
• The Third Amendment adds an earnout feature 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 earnout period following the closing. It also reduces the planned post‑closing Pubco board from nine to seven members.
• Blue and Blockfusion issued a joint press release and held an investor call on June 30, 2026; related materials (press release, call transcript, investor presentation) were furnished under Regulation FD.

Key Details

• Earnout maximum: 9,250,000 Pubco Class A common shares, allocated pro rata to earnout participants based on their merger consideration at closing.
• Earnout period: begins at closing and runs for 36 months; shares issued in five tranches upon meeting VWAP‑based price targets or upon a qualifying change of control.
• Transferability: up to 10% of any Earnout Shares issued to participants may be assigned or transferred to third parties that help transition Blockfusion’s business toward AI/HPC workloads.
• Corporate governance change: post‑closing board size reduced from 9 members to 7 members.

Why It Matters

• For investors, the amendment changes the potential post‑closing equity dilution profile by creating an earnout contingent on future share price performance (up to 9.25M new Class A shares if targets are met).
• The earnout structure ties additional equity to market performance and strategic milestones (or a change of control), which can affect future share supply and incentives for legacy Blockfusion holders and partners.
• The disclosure and investor materials provided under Regulation FD give shareholders additional context on Blockfusion’s recent business developments and the proposed business combination.