Blue Acquisition Corp. Amends Business Combination Agreement; Earnout Increased

What Happened

• Blue Acquisition Corp./Cayman (BACC) filed an 8-K on Sept. 22, 2026 reporting that the parties signed a Sixth Amendment (dated Sept. 21, 2026) to the Business Combination Agreement (originally entered Nov. 19, 2025) with Blockfusion Digital Infrastructure, Inc. (Pubco) and related merger subsidiaries.
• The Sixth Amendment revises the deal’s earnout structure, changes how a recently issued Blockfusion warrant (the “CoreWeave Warrant”) is treated, and provides for the automatic cancellation of that warrant immediately before the merger’s effective time with issuance of a Pubco warrant in its place.
• Pubco and Blockfusion have filed a Registration Statement on Form S‑4 (including a proxy statement/prospectus) for a shareholder vote on the business combination; the definitive proxy will be mailed to Blue shareholders.

Key Details

• Earnout: Maximum earnout increased to 15,000,000 Pubco Class A shares, payable in three equal tranches (1/3 each) upon meeting VWAP thresholds of $13.00, $15.00 and $17.00 per share, each measured over 20 of 30 trading days after closing.
• CoreWeave warrant treatment: The Series A warrant issued to CoreWeave (to buy 2,786,624 Blockfusion shares at $7.6898) is excluded from certain BCA definitions (including “Fully‑Diluted Company Shares”), will be automatically cancelled pre-closing, and replaced by a Pubco warrant exercisable for 2,870,813 Pubco Class A shares at an initial exercise price of $7.4643 (subject to adjustment).
• Timeline/documentation: Sixth Amendment dated Sept. 21, 2026; Current Report on Form 8‑K filed Sept. 22, 2026; Registration Statement on Form S‑4 previously filed — shareholders will receive a proxy/prospectus and must vote to approve the transaction.

Why It Matters

• Potential dilution: Increasing the earnout to 15 million shares and issuing replacement warrants could meaningfully increase the eventual number of Pubco shares outstanding if post‑closing price targets are met, which may dilute existing holders.
• Share-count and pricing effects: Excluding the CoreWeave warrant from the fully diluted count and issuing a new Pubco warrant changes how many shares Blockfusion equity holders receive at closing and alters the strike and share exposure tied to that counterparty.
• Next steps for investors: The business combination remains subject to shareholder approval and other closing conditions; retail investors should read the Form S‑4/proxy statement when mailed for full details before voting or making investment decisions.