Form 8-K

8-K — Blue Acquisition Corp/Cayman

Accession: 0001185185-26-004183

Filed: 2026-09-22

Period: 2026-09-21

CIK: 0002059654

SIC: 6770 (BLANK CHECKS)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — bacc8k425092026.htm (Primary)

EX-2.1 — EXHIBIT 2.1 (baccex2-1.htm)

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8-K — FORM 8-K

8-K (Primary)

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0002059654

Blue Acquisition Corp/Cayman

0002059654

2026-09-21

0002059654

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2026-09-21

0002059654

BACC:ClassOrdinarySharesParValue0.0001PerShareMember

2026-09-21

0002059654

BACC:RightsEachRightEntitlingHolderToReceiveOnetenth110OfOneClassOrdinaryShareUponConsummationofInitialBusinessCombinationMember

2026-09-21

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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

21, 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 Island exempted company (“Blue”), entered into a Business Combination Agreement, as

amended by the First Amendment to the Business Combination Agreement on March 19, 2026, the Second Amendment to the Business Combination

Agreement on May 6, 2026, the Third Amendment to the Business Combination Agreement on June 30, 2026, the Fourth Amendment to the Business

Combination Agreement on July 31, 2026 and the Fifth Amendment to the Business Combination Agreement on September 2, 2026 (and as it may

be further amended or supplemented from time to time, 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”), 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 21, 2026, the parties to the

BCA entered into the Sixth Amendment to the BCA (the “Sixth Amendment”), which amends the BCA to (i) revise the

earnout terms set forth in the BCA to increase the maximum number of Class A common stock of Pubco (the “Earnout

Shares”) issuable to certain Blockfusion stockholders (the “Earnout Participants”) upon satisfaction of

certain post-closing trading price-based conditions to 15,000,000 shares and adjust the aforementioned conditions to common stock

VWAPs (measured over 20 of 30 trading days) of $13.00/share, $15.00/share and $17.00/share, respectively, with one-third (1/3) of

the Earnout Shares to be delivered to Earnout Participants upon achievement of each of such thresholds; (ii) exclude that certain

Series A Common Stock Purchase Warrant, dated as of September 4, 2026, issued by Blockfusion to CoreWeave, Inc. to purchase

2,786,624 shares of Blockfusion’s Series A common stock at an initial exercise price of $7.6898 per share (the

“CoreWeave Warrant”), from certain definitions and calculations under the terms of the BCA, including the

calculation of “Fully-Diluted Company Shares,” for purposes of determining the number of Pubco shares received at

Closing in respect of each then-outstanding Blockfusion share, as agreed between the parties; (iii) amend certain provisions of the

BCA to reflect the automatic cancellation of the CoreWeave Warrant immediately prior to the Effective Time and the issuance by Pubco

to the holder thereof of a warrant to purchase shares of Pubco Class A Common Stock, exercisable for 2,870,813 shares of Pubco Class

A Common Stock at an initial exercise price of $7.4643 per share, subject to adjustment; and (iv) to amend, add or delete certain defined terms in respect

of the foregoing.

Other than as expressly modified pursuant to the

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

not purport to be complete and is qualified in its entirety by reference to the full text of the Sixth 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 Blockfusion, 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 Business Combination. 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

Sixth 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 21, 2026

EX-2.1 — EXHIBIT 2.1

EX-2.1

Filename: baccex2-1.htm · Sequence: 2

Exhibit 2.1

SIXTH AMENDMENT

TO THE

BUSINESS COMBINATION AGREEMENT

This Sixth Amendment (this

“Sixth Amendment”) to the Business Combination Agreement, dated as of September 21, 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, the Fourth Amendment to the Business Combination Agreement, dated as of July 31, 2026,

and the Fifth Amendment to the Business Combination Agreement dated as of September 2, 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;

WHEREAS, pursuant to

that certain letter agreement, dated as of September 4, 2026 (the “Waiver Letter”), by and between the Company

and SPAC, SPAC has waived certain covenants set forth in Section 6.2(b) of the Business Combination Agreement in connection with, among

other things, the CoreWeave Lease, the Expansion Agreement, the Conditional CoreWeave Warrant and the related agreements contemplated

by the CoreWeave Term Sheet (each as defined in the Waiver Letter), and the Parties desire to conform the Business Combination Agreement

to the transactions contemplated by the Waiver Letter; and

WHEREAS, the Parties

desire to amend certain provisions of the Business Combination Agreement to, among other things, (i) reflect the cancellation of the CoreWeave

Warrant and the issuance of the Pubco CoreWeave Warrant at the Effective Time and (ii) revise the terms of the earnout provisions.

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. Amendments

to the Business Combination Agreement.

(a) Recital

J of the Business Combination Agreement is replaced with the following:

“J. Contemporaneously with

the Closing, SPAC, Pubco, the Sponsor, the holder of any Pubco CoreWeave Warrant and certain stockholders of the Company to be mutually

agreed by the Company and SPAC, will execute and deliver an amendment and restatement of the Founder Registration Rights Agreement, the

form of which is attached as Exhibit E hereto (the “Amended Registration Rights Agreement”), to, among

other matters, have Pubco assume the registration obligations of SPAC under the Founder Registration Rights Agreement, have such rights

apply to the shares of Pubco Common Stock, and to provide the holder of any Pubco CoreWeave Warrant and such stockholders of the Company

with registration rights thereunder;”

(b) Section

1.10(d) of the Business Combination Agreement is replaced with the following:

“(d) Company

Warrants; CoreWeave Warrant.

(i) Except

for the CoreWeave Warrant, each warrant to purchase Company Common Stock (each a “Company Warrant”) that is

outstanding and unexercised immediately prior to the Effective Time shall automatically, without any action on the part of the holder

thereof, be assumed by Pubco and converted into a warrant to purchase that number of shares of Pubco Class A Common Stock equal to the

product of (x) the number of shares of Company Common Stock subject to such Company Warrant multiplied by (y) the Exchange Ratio (each

such warrant, an “Assumed Warrant”). Each Assumed Warrant shall be in a form mutually agreed by SPAC and the

Company, acting reasonably, prior to the Closing and, except as otherwise set forth in this Agreement, shall be subject to the same terms

and conditions (including as to vesting and exercisability) as were applicable under the respective Company Warrant immediately prior

to the Effective Time, except that each such Assumed Warrant shall have an exercise price per share equal to the quotient obtained by

dividing (x) the per share exercise price of the Company Warrant by (y) the Exchange Ratio (which price per share shall be rounded down

to the nearest whole cent). Upon exercise of any Assumed Warrant, no evidence of book-entry shares representing fractional shares of Pubco

Class A Common Stock shall be issuable thereunder; in lieu of the issuance of any such fractional share, Pubco shall round up to the nearest

whole share of Pubco Class A Common Stock.

(ii) Immediately

prior to the Effective Time, automatically and without any further action by any Person, the CoreWeave Warrant shall be cancelled and

shall cease to be outstanding, and, at the Effective Time, Pubco shall issue directly to the holder thereof a warrant to purchase shares

of Pubco Class A Common Stock in the form executed by Pubco and deposited into escrow in connection with the issuance of such CoreWeave

Warrant, exercisable for 2,870,813 shares of Pubco Class A Common Stock at an exercise price of $7.4643 per share (the “Pubco

CoreWeave Warrant”). Notwithstanding the foregoing, if the CoreWeave Warrant shall have been exercised in part prior to

the Effective Time, the number of shares of Pubco Class A Common Stock subject to the Pubco CoreWeave Warrant shall be reduced by an amount

equal to the number of shares of Company common stock issued upon such partial exercise multiplied by the Warrant Conversion Ratio (as

defined in the CoreWeave Warrant), rounded down to the nearest whole share. For the avoidance of doubt, the Pubco CoreWeave Warrant shall

not constitute a “Pubco Warrant”, an “Assumed Warrant” or a “Company Warrant” for purposes of this

Agreement, and the cancellation of the CoreWeave Warrant and the issuance of the Pubco CoreWeave Warrant pursuant to this Section 1.10(d)(ii)

shall not constitute an exchange, assumption or conversion of the CoreWeave Warrant.

initial paragraph of Section 1.16 and Sections 1.16(a)-(f) of the Business Combination Agreement are hereby replaced with the following:

“1.16 Earnout. After

the Closing, subject to the terms and conditions set forth herein, certain Company Stockholders (collectively, the “Earnout

Participants”), as more particularly described on Annex I hereto, shall have the contingent right to receive up to

an aggregate maximum of 15,000,000 shares of Pubco Class A Common Stock (the “Earnout Shares”), to be allocated

among the Earnout Participants as set forth on Annex I, as additional consideration from Pubco based on the performance of the

Pubco Class A Common Stock, as follows:

(a) In

the event that the VWAP of the Pubco Class A Common Stock equals or exceeds $13.00 per share (as adjusted for stock splits, stock dividends,

reorganizations and recapitalizations) (the “First Share Price Target”) for twenty (20) out of any thirty (30)

Trading Days during the period beginning on the Closing Date and ending on the date that is thirty-six (36) months after the Closing Date

(the “Earnout Period”), then, subject to the terms and conditions of this Agreement, Pubco shall issue to the

Earnout Participants 5,000,000 Earnout Shares (the “First Earnout Share Payment”).

(b) In

the event that the VWAP of the Pubco Class A Common Stock equals or exceeds $15.00 per share (as adjusted for stock splits, stock dividends,

reorganizations and recapitalizations) (the “Second Share Price Target”) for twenty (20) out of any thirty (30)

Trading Days during the Earnout Period, then, subject to the terms and conditions of this Agreement, Pubco shall issue to the Earnout

Participants 5,000,000 Earnout Shares (the “Second Earnout Share Payment”).

the event that the VWAP of the Pubco Class A Common Stock equals or exceeds $17.00 per share (as adjusted for stock splits, stock dividends,

reorganizations and recapitalizations) (the “Third Share Price Target”, and together with the First Share Price

Target and the Second Share Price Target, the “Share Price Targets”) for twenty (20) out of any thirty (30)

Trading Days during the Earnout Period, then, subject to the terms and conditions of this Agreement, Pubco shall issue to the Earnout

Participants 5,000,000 Earnout Shares (the “Third Earnout Share Payment”, and together with the First Earnout

Share Payment and the Second Earnout Share Payment, the “Earnout Share Payments”).

(d) [Reserved].

(e) [Reserved].

(f) For

purposes of Section 1.16(a)-(c) above, the thirty (30) Trading Day periods may be overlapping, such that multiple Share

Price Targets may be achieved simultaneously or within thirty (30) Trading Days of each other. For the avoidance of doubt, the Earnout

Share Payments are cumulative but each is earnable solely on an all-or-nothing basis, such that there will be no entitlement

to a partial award of any Earnout Share Payment. The number of shares of Pubco Class A Common Stock constituting any Earnout Share Payment

shall be equitably adjusted for stock splits, stock dividends, combinations, recapitalizations and the like after the Closing. No fractional

shares of Pubco Class A Common Stock, or certificates or scrip representing fractional shares of Pubco Class A Common Stock, will be issued

upon any Earnout Share Payment, and any such fractional shares or interests therein will not entitle the owner thereof to vote or to any

rights of a stockholder of Pubco; provided, that any fractional shares of Pubco Class A Common Stock issued as an Earnout Share Payment

will be rounded up to the nearest whole share of Pubco Class A Common Stock, as applicable.”

(d) The

first sentence of Section 5.3(d) of the Business Combination Agreement is hereby replaced with the following:

“Except for the Company Preferred

Stock, the Company Options, any CoreWeave Warrant, and the Company Warrants, there are no Company Convertible Securities or preemptive

rights or rights of first refusal or rights of first offer, nor are there any Contracts, commitments, arrangements or restrictions to

which the Company or any of its equity holders is a party or bound relating to any equity securities of the Company, whether or not outstanding.”

(e) The

following defined terms are hereby deleted in their entirety from Section 11.1 of the Business Combination Agreement: “Fourth

Earnout Share Payment”, “Fourth Share Price Target”, “Fifth Earnout Share Payment”,

and “Fifth Share Price Target”.

(f) The

following defined terms in Section 11.1 of the Business Combination Agreement are hereby added or replaced with the following, as applicable:

“Company

Convertible Securities” means, collectively, any options, warrants or rights to subscribe for or purchase any equity securities

of the Company or securities convertible into or exchangeable for, or that otherwise confer on the holder any right to acquire any equity

securities of the Company; provided, that the CoreWeave Warrant shall not constitute a Company Convertible Security for purposes of this

Agreement.

“CoreWeave

Warrant” means that certain Series A Common Stock Purchase Warrant, dated as of September 4, 2026, issued by the Company

to CoreWeave, Inc. (or its designated Affiliate) to purchase 2,786,624 shares of Company common stock at an initial exercise price of

$7.6898 per share, issued in connection with the Lease Agreement, dated as of September 4, 2026, between North East Data, LLC and CoreWeave,

Inc. (the “CoreWeave Lease”).

“Earnout

Share Payments” has the meaning set forth in Section 1.16(c).

“Fully-Diluted

Company Shares” means (a) the total number of issued and outstanding shares of Company Common Stock issued and outstanding

and vested as of immediately prior to the Effective Time (after giving effect to the Preferred Conversion, but excluding any shares of

Company Common Stock issued upon any exercise of the CoreWeave Warrant), plus (b) the aggregate number of shares of Company

Common Stock issuable upon, or pursuant to, the exercise of Company Options that are issued and outstanding and vested as of immediately

prior to the Effective Time, treating such outstanding and vested Company Options as having been exercised in full (calculated using the

treasury stock method of accounting), plus (c) the aggregate number of shares of Company Common Stock issuable upon, or pursuant

to, the exercise of Company Warrants (other than the CoreWeave Warrant) that are issued and outstanding as of immediately prior to the

Effective Time, treating such Company Warrants as having been exercised in full (calculated using the treasury stock method of accounting).

“Pubco

CoreWeave Warrant” has the meaning set forth in Section 1.10(d)(ii).

“Share

Price Targets” has the meaning set forth in Section 1.16(c).”

2. Miscellaneous.

Except as expressly provided in this Sixth 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 Sixth 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. Nothing in this Sixth Amendment shall limit, modify or otherwise

affect the waivers granted by SPAC pursuant to the Waiver Letter, which remain in full force and effect in accordance with their terms.

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 Sixth 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 Sixth 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 Sixth Amendment, the provision of this Sixth 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 Sixth Amendment as if all references to the “Agreement” contained therein were instead references to this Sixth Amendment.

[Remainder of Page Intentionally Left Blank;

Signature Pages Follow]

IN WITNESS WHEREOF, each party

has caused this Sixth 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 Sixth 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 Sixth 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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