Form 8-K

8-K — Blue Acquisition Corp/Cayman

Accession: 0001185185-26-003819

Filed: 2026-09-02

Period: 2026-09-02

CIK: 0002059654

SIC: 6770 (BLANK CHECKS)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

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2026-09-02

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(d)

THE SECURITIES EXCHANGE ACT OF 1934

Date

of Report (Date of earliest event reported): September

2, 2026

Blue

Acquisition Corp.

(Exact

name of registrant as specified in its charter)

Cayman

Islands

001-42699

99-1855000

(State

or other jurisdiction of incorporation)

(Commission

File Number)

(IRS

Employer Identification No.)

1601

Anita Lane

Newport

Beach, CA

92660-4803

(Address

of principal executive offices, including zip code)

Registrant’s

telephone number, including area code: (646)

543-5060

Not

Applicable

(Former

name or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☒ Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Units,

each consisting of one Class A ordinary share and one right

BACCU

The

Nasdaq Stock Market LLC

Class

A ordinary shares, par value $0.0001 per share

BACC

The

Nasdaq Stock Market LLC

Rights,

each right entitling the holder to receive one-tenth (1/10) of one Class A ordinary share upon the consummation of

an initial business combination

BACCR

The

Nasdaq Stock Market LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☒

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry Into A Material Definitive

Agreement.

As previously disclosed, on November 19, 2025, Blue

Acquisition Corp., a Cayman Islands exempted company (“Blue”), entered into a Business Combination Agreement (as amended,

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”

or the “Company”), 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 2, 2026, Blue, Blockfusion, and Pubco

entered into the Fifth Amendment to the BCA (the “Fifth Amendment”) to amend the BCA to extend the Outside Date (as

defined in the BCA) to November 30, 2026.

Other than as expressly modified pursuant to

the Fifth Amendment, the BCA remains in full force and effect as originally executed. The foregoing description of the Fifth Amendment

does not purport to be complete and is qualified in its entirety by reference to the full text of the Fifth 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

Pubco, as registrant, and Blue, 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 Transactions. 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.

Forward-Looking Statements

This Current Report on Form 8-K contains certain

forward-looking statements within the meaning of the U.S. federal securities laws with respect to the Business Combination involving

Pubco, Blockfusion, and Blue, including expectations, hopes, beliefs, intentions, plans, prospects, financial results or strategies regarding

Blockfusion, Pubco, Blue and the Business Combination, statements regarding the anticipated benefits and timing of the completion of

the Business Combination, the assets that may be held by Blockfusion and Pubco and the value thereof, Pubco’s listing on any securities

exchange, the anticipated business of Pubco, plans and use of proceeds, objectives of management for future operations of Pubco, the

upside potential and opportunity for investors, Pubco’s plan for value creation and strategic advantages, market size and growth

opportunities, regulatory conditions, technological and market trends, future financial condition and performance and expected financial

impacts of the Business Combination, the satisfaction of closing conditions to the Business Combination and the level of redemptions

of Blue’s public shareholders, and Pubco’s expectations, intentions, strategies, assumptions or beliefs about future events,

results of operations or performance or that do not solely relate to historical or current facts. These forward-looking statements generally

are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,”

“intend,” “strategy,” “future,” “opportunity,” “potential,” “plan,”

“may,” “should,” “will,” “would,” “will be,” “will continue,”

“will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements

about future events or conditions that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties.

Many factors could cause actual future events to differ materially from the forward-looking statements in this communication, including,

but not limited to: the risk that the Business Combination may not be completed in a timely manner or at all, which may adversely affect

the price of Blue’s securities; the risk that the Business Combination may not be completed by Blue’s business combination

deadline; the failure by the parties to satisfy the conditions to the consummation of the Business Combination, including the approval

of Blue’s shareholders; failure to realize the anticipated benefits of the Business Combination; the level of redemptions of the

Blue’s public shareholders which may reduce the public float of, reduce the liquidity of the trading market of, and/or maintain

the quotation, listing, or trading of the Class A ordinary shares of Blue or the shares of Pubco Class A Common Stock to be listed in

connection with the Business Combination; the insufficiency of the third-party fairness opinion for the board of directors of Blue in

determining whether or not to pursue the Business Combination; the failure of Pubco to obtain or maintain the listing of its securities

on any securities exchange after the Closing of the Business Combination; risks associated with Blue, Blockfusion and Pubco’s ability

to consummate the Business Combination timely or at all, including in connection with potential regulatory delays or impediments, costs

related to the Business Combination and as a result of becoming a public company; changes in business, market, financial, political and

regulatory conditions; risks relating to Pubco’s anticipated operations and business; risks related to increased competition in

the industries in which Pubco will operate; risks relating to significant legal, commercial, regulatory, tax and technical uncertainty

regarding bitcoin and other cryptocurrencies; risks related to the ability of Blockfusion and Pubco to execute their business plans;

the risk that demand for data center and high-performance computing (“HPC”) infrastructure decreases; challenges in

implementing Pubco’s business plan and proposed transition to a HPC and Artificial Intelligence workload data center due to operational

and other challenges, significant competition and regulation; risks associated with the possibility of Pubco being considered to be a

“shell company” by any stock exchange on which Pubco Class A Common Stock will be listed or by the SEC, which may impact

Pubco’s ability to list Pubco Class A Common Stock and restrict reliance on certain rules or forms in connection with the offering,

sale or resale of securities, which could impact materially the time, cost and ability of Pubco to raise capital after the Closing of

the Business Combination; the outcome of any potential legal proceedings that may be instituted against Pubco, Blockfusion, Blue or others

in connection with or following announcement of the Business Combination; the dilutive effects on shareholders of the issuances of securities

in connection with the proposed Business Combination and associated financing transactions; and those risk factors discussed in documents

that Pubco and/or Blue filed, or that will be filed, including those set forth in the Registration Statement filed with the SEC in connection

with the Business Combination.

The foregoing list of risk factors is not exhaustive.

You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors”

section of the IPO Prospectus, Blue’s Quarterly Reports on Form 10-Q and Blue’s Annual Reports on Form 10-K that will be

filed by Blue from time to time, the Registration Statement filed by Pubco and Blue, including the Proxy Statement/Prospectus contained

therein, and other documents that have been or will be filed by Blue and Pubco from time to time with the SEC. These filings do or will

identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those

contained in the forward-looking statements. There may be additional risks that neither Blue nor Pubco presently know or that Blue and

Pubco currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements.

Forward-looking statements speak only as of the

date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and each of Blue, Blockfusion, and

Pubco assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information,

future events, or otherwise. Neither Blue, Blockfusion, nor Pubco gives any assurance that any of Blue, Blockfusion or Pubco will achieve

their respective expectations. The inclusion of any statement in this Current Report on Form 8-K does not constitute an admission by

Blue, Blockfusion or Pubco or any other person that the events or circumstances described in such statement are material.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

No.

Description

2.1

Fifth

Amendment to the Business Combination Agreement.

104

Cover Page Interactive

Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto

duly authorized.

Blue Acquisition Corp.

By:

/s/ David Bauer

Name:

David Bauer

Title:

Interim Chief Executive Officer

Dated: September 2, 2026

EX-2.1 — EXHIBIT 2.1

EX-2.1

Filename: baccex2-1.htm · Sequence: 2

Exhibit 2.1

FIFTH AMENDMENT

TO THE

BUSINESS COMBINATION AGREEMENT

This Fifth Amendment (this

“Fifth Amendment”) to the Business Combination Agreement, dated as of September 2, 2026, amends the Business

Combination Agreement, dated as of November 19, 2025 (as amended by the First Amendment to the Business Combination Agreement, dated as

of March 19, 2026, the Second Amendment to the Business Combination Agreement, dated as of May 6, 2026, the Third Amendment to the Business

Combination Agreement, dated as of June 30, 2026, and the Fourth Amendment to the Business Combination Agreement, dated as of July 31,

2026, and as may be further amended, supplemented, modified and/or restated from time to time, the “Business Combination Agreement”),

by and among (i) Blue Acquisition Corp., a Cayman Islands exempted company (“SPAC”), (ii) Blockfusion

Digital Infrastructure, Inc. (formerly Blockfusion Data Centers, Inc.), a Delaware corporation (“Pubco”), (iii)

Atlas I Merger Sub, a Cayman Islands exempted company and a wholly-owned subsidiary of Pubco (“SPAC Merger Sub”),

(iv) Atlas Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Pubco (“Company Merger Sub”),

and (v) Blockfusion USA, Inc., a Delaware corporation (together with its successors, the “Company”). Capitalized

terms used but not defined herein shall have the meanings ascribed to them in the Business Combination Agreement.

RECITALS:

WHEREAS, Section 10.8

of the Business Combination Agreement sets forth that the Business Combination Agreement may be amended, supplemented or modified only

by execution of a written instrument signed by each of the Parties; and

WHEREAS, the Parties

desire to amend certain provisions of the Business Combination Agreement to extend the Outside Date.

NOW, THEREFORE, in

consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,

and in accordance with the terms of the Business Combination Agreement, the Parties, intending to be legally bound, do hereby acknowledge

and agree as follows:

1. Extension

of Outside Date. Section 8.1(b) of the Business Combination Agreement is hereby replaced with the following:

“by written notice by SPAC or

the Company if any of the conditions to the Closing set forth in ‎Article VII have not been satisfied or waived by November 30, 2026

(the “Outside Date”); provided, however, the right to terminate this Agreement under this Section ‎8.1(b)

shall not be available to a Party if the breach or violation by such Party or its Affiliates of any representation, warranty, covenant

or obligation under this Agreement was the cause of, or resulted in, the failure of the Closing to occur on or before the Outside Date;”

2. Miscellaneous.

Except as expressly provided in this Fifth Amendment, all of the terms and provisions in the Business Combination Agreement shall remain

unchanged and in full force and effect, on the terms and subject to the conditions set forth therein. This Fifth Amendment does not constitute,

directly or by implication, an amendment or waiver of any provision of the Business Combination Agreement, or any other right, remedy,

power or privilege of any party, except as expressly set forth herein. Any reference to the Business Combination Agreement in the Business

Combination Agreement or any other agreement, document, instrument or certificate entered into or issued in connection therewith shall

hereinafter mean the Business Combination Agreement, as amended by this Fifth Amendment (or as the Business Combination Agreement may

be further amended or modified after the date hereof in accordance with the terms thereof). The Business Combination Agreement, as amended

by this Fifth Amendment, and the documents or instruments attached hereto or thereto or referenced herein or therein, constitutes the

entire agreement between the Parties with respect to the subject matter of the Business Combination Agreement, and supersedes all prior

agreements and understandings, both oral and written, between the Parties with respect to its subject matter. If any provision of the

Business Combination Agreement is materially different from or inconsistent with any provision of this Fifth Amendment, the provision

of this Fifth Amendment shall control, and the provision of the Business Combination Agreement shall, to the extent of such difference

or inconsistency, be disregarded. Sections 10.1 through 10.9 and 10.11 through 10.13 of the Business Combination Agreement are hereby

incorporated herein by reference as if fully set forth herein, and such provisions apply to this Fifth Amendment as if all references

to the “Agreement” contained therein were instead references to this Fifth Amendment.

[Remainder of Page Intentionally Left Blank;

Signature Pages Follow]

IN WITNESS WHEREOF, each party

has caused this Fifth Amendment to be signed and delivered by its respective duly authorized signatory as of the date first written above.

SPAC:

BLUE ACQUISITION CORP.

By:

/s/ David Bauer

Name:

David Bauer

Title:

Interim Chief Executive Officer

Pubco:

BLOCKFUSION DIGITAL INFRASTRUCTURE, INC.

By:

/s/ Robert Scott

Name:

Robert Scott

Title:

President, Chief Financial Officer, Secretary and Treasurer

IN WITNESS WHEREOF, each party

has caused this Fifth Amendment to be signed and delivered by its respective duly authorized signatory as of the date first written above.

SPAC Merger

Sub:

ATLAS I MERGER

SUB

By:

/s/ Robert Scott

Name:

Robert Scott

Title:

Sole Director

Company Merger

Sub:

ATLAS MERGER

SUB, INC.

By:

/s/ Robert Scott

Name: Robert Scott

Title:

President, Treasurer and Secretary

IN WITNESS WHEREOF, each party

has caused this Fifth Amendment to be signed and delivered by its respective duly authorized signatory as of the date first written above.

The Company:

BLOCKFUSION USA, INC.

By:

/s/ Alex Martini-Lo Manto

Name:

Alex Martini-Lo Manto

Title:

Chief Executive Officer

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-Name Exchange Act

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

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