Blue Acquisition Corp. (Cayman; units BACCU, Class A BACC, rights BACCR) filed an 8-K for event date November 19, 2025 under Item 1.01 (and Item 7.01 FD). The filing attaches the Business Combination Agreement and related support, lock-up, insider-letter amendment, non-compete, and registration-rights forms, plus a conference-call script as Exhibit 99.1. On November 19, 2025 Blue entered a Business Combination Agreement with Blockfusion USA, Inc. (Delaware), Blockfusion Data Centers, Inc. (Pubco, Delaware), Atlas I Merger Sub (Cayman, wholly owned by Pubco), and Atlas Merger Sub, Inc. (Delaware, wholly owned by Pubco). Structure is dual merger: SPAC Merger Sub merges into Blue (Blue survives) and Company Merger Sub merges into Blockfusion (Blockfusion survives), leaving Blue and Blockfusion as wholly owned subsidiaries of Pubco, which is to be the public company. Pre-closing, Blockfusion preferred converts into Company Series A and Series B common per its charter. Company Series A holders receive Pubco Class A; Series B holders receive Pubco Class B (same economics, 20 votes per share). Company options and warrants roll into Pubco awards/warrants on the Exchange Ratio. Aggregate merger consideration to Blockfusion security holders is a number of newly issued Pubco common shares equal to $450,000,000. Exchange Ratio is Per Share Price divided by Redemption Price; Per Share Price is Merger Consideration divided by Fully-Diluted Company Shares (outstanding vested common post preferred conversion, plus vested options and warrants on a treasury-stock basis). Outside date is May 31, 2026 (subject to extension per the agreement). Audited PCAOB financials are due no later than 30 days after signing. Parties will prepare and file an S-4/proxy as promptly as practicable; Blue public shareholders get the standard redemption right. Post-close Pubco board is seven directors (two Blue designees including ≥1 independent; four Blockfusion designees including ≥2 independent; one mutually agreed independent). Blue and Blockfusion are to use reasonable best efforts for Transaction Financings of at least $100 million aggregate proceeds. Mutual closing conditions include Blue shareholder and Blockfusion stockholder approvals, antitrust/regulatory clearances, effective S-4, Nasdaq listing approval for Pubco Class A, and related governance items. Blockfusion’s walk-away cash condition: trust cash available after redemptions plus net Transaction Financing proceeds must equal or exceed $75,000,000 after deducting Blue and Blockfusion expenses. Other conditions cover bring-downs, no MAE on the target side (Blue condition), preferred conversion complete, support/lock-up/non-compete/RRA effectiveness, specified lender consents, and related deliveries. Termination rights include the outside date, mutual consent, final injunction, uncured material breach, target MAE, failed shareholder/stockholder votes, and failure to deliver audited financials by the audit delivery date. Trust-account waiver by Blockfusion is included. Related agreements executed with the BCA: Company Support Agreements, Lock-Ups (6 months post-close, early release on $15 VWAP 20-of-30 or change-of-control), Insider Letter Amendment conforming sponsor/D&O lock-up to the same terms contingent on close, Non-Competes (2 years), and form Amended RRA. Close-path (Pulse): definitive agreement is signed and the path is the standard S-4 → effectiveness → Blue EGM/redemption → condition satisfaction → close into Pubco, with May 31, 2026 outside date and a hard audit-delivery clock at 30 days. Cash (V): economic floor for Blockfusion is $75mm of post-redemption trust plus net financing after expenses; the filing states a ≥$100mm Transaction Financing effort covenant but does not report committed PIPE/backstop amounts, trust balance, or expected redemptions. Rights (BACCR) are stated as entitling the holder to one-tenth (1/10) of one Class A ordinary share upon consummation of the initial business combination, so rights value tracks close probability into that exchange. The filing does not state the numerical Exchange Ratio, Fully-Diluted Company Shares, Redemption Price, trust cash on hand, committed financing, expected redemption level, or a scheduled shareholder meeting/record date. It does not file the S-4 itself—only the intention to prepare and file. No closing has occurred; Nasdaq listing of Pubco and deal consummation remain condition-precedent items.

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