Blue Acquisition Corp/Cayman

Blue Acquisition Corp. is a blank check company, incorporated in the Cayman Islands on February 10, 2025, with the sole purpose of effecting a Business Combination with one or more businesses or entities ¹. The company has not generated any operating revenues to date and does not expect to do so until it consummates its initial Business Combination ². Its efforts have been limited to organizational activities, its Initial Public Offering (IPO), and searching for and consummating a Business Combination, including the Blockfusion Business Combination ³.

The core business model of Blue Acquisition Corp. is to identify and merge with a target business, thereby providing an alternative to a traditional IPO for the target. The company intends to effectuate its initial Business Combination using cash from the proceeds of its IPO and Private Placement, proceeds from the sale of its shares in connection with the Business Combination, shares issued to the owners of the target, debt issued to lenders or target owners, other securities issuances, or a combination thereof ⁴. The company's management team, led by CEO Ketan Seth and CFO David Bauer, has over ten years of deal-making experience in the tech sector and data centers space ⁵. The company aims to partner with companies that integrate green energy sources with energy-intensive manufacturing and onsite energy production, focusing on sustainable manufacturing, energy co-production, and water & waste management ⁶.

The company's business strategy is centered on identifying and partnering with companies that prioritize sustainability and enhance operational efficiency through smart energy integration ⁷. Key areas of focus include onsite energy production to meet operational needs and generate surplus energy for export, aligning with the U.S. Department of Energy's vision for green manufacturing ⁸. Water & waste management is another strategic pillar, emphasizing resource efficiency by utilizing non-potable local water sources, purifying them with renewable electricity, and achieving zero liquid discharge ⁹. Furthermore, the company aims for green energy integration, incorporating technologies such as solar and/or wind with battery energy storage systems, second & third-generation geothermal, next-generation nuclear reactors, commercialized fusion power, and hydropower solutions ¹⁰.

For the period from February 10, 2025 (inception) through December 31, 2025, Blue Acquisition Corp. reported a net income of $2,531,400 ¹¹. This income was primarily comprised of $4,392,100 in income earned on cash and marketable securities held in the Trust Account and $22,275 in interest income on the operating account ¹². These positive contributions were offset by total operating expenses of $1,882,975, which included $227,082 for formation, general and administrative expenses, $1,532,176 for legal and accounting expenses, $32,833 for administrative services fee – related party, $49,583 for listing fees, and $41,301 for insurance expense ¹³. The company had cash of $560,813 in its operating account and marketable securities held in the Trust Account of $205,642,100 as of December 31, 2025 ¹⁴. The company also reported a working capital deficit of $415,809 as of the same date ¹⁵. Basic and diluted net income per share for redeemable Class A Ordinary Shares was $0.66 ¹⁶, while basic and diluted net loss per share for non-redeemable Class A and Class B Ordinary Shares was $(0.77) ¹⁷.

During the reported period, Blue Acquisition Corp. consummated its Initial Public Offering on June 16, 2025, selling 20,125,000 Public Units at $10.00 per unit, generating gross proceeds of $201,250,000 ¹⁸. Simultaneously, it completed a private sale of 592,250 Private Placement Units at $10.00 per unit, generating gross proceeds of $5,922,500 ¹⁹. A total of $201,250,000 from these proceeds was placed in the Trust Account ²⁰. On November 19, 2025, the company entered into a Business Combination Agreement with Blockfusion USA, Inc., Blockfusion Data Centers, Inc. (Pubco), and two Merger Subs, with Blockfusion becoming a wholly-owned subsidiary of Pubco, which will then be a publicly traded company ²¹. Transaction costs for the IPO amounted to $13,262,661, including a $4,025,000 cash underwriting fee, a deferred fee of $7,043,750, $1,750,000 for the issuance of Representative Shares, and $443,911 in other offering costs ²².

Blue Acquisition Corp. has until March 16, 2027, to consummate an initial Business Combination, which is 21 months from the closing of its Initial Public Offering ²³. If the Blockfusion Business Combination is not completed, the company may continue to try to complete a Business Combination with a different target until the end of this Combination Period ²⁴. The company may seek shareholder approval to amend its Amended and Restated Articles to extend the Combination Period, which would provide Public Shareholders with an opportunity to redeem their Public Shares ²⁵. Such redemptions would decrease the amount held in the Trust Account and the company's capitalization, potentially affecting its Nasdaq listing ²⁶.

The company's growth strategy is focused on identifying and partnering with companies that integrate green energy sources with energy-intensive manufacturing and onsite energy production ²⁷. This includes harnessing self-sustaining energy generation to meet operational needs and generate excess energy for export and future expansion, aligning with the U.S. Department of Energy's vision for green manufacturing ²⁸. The company also emphasizes optimizing resource efficiency through water & waste management, utilizing non-potable local water sources, purifying them with renewable electricity, and achieving zero liquid discharge ²⁹. Furthermore, the company plans to integrate cutting-edge green energy technologies such as solar and/or wind with battery energy storage systems, second & third-generation geothermal, next-generation nuclear reactors, commercialized fusion power, and hydropower solutions ³⁰.

Operationally, the company expects to incur increased expenses as a result of being a public company, covering legal, financial reporting, accounting, and auditing compliance, as well as due diligence expenses ³¹. The company's management has identified a material weakness in its internal control over financial reporting as of December 31, 2025, and plans to enhance its processes to identify and apply applicable accounting requirements, including greater use of third-party professionals ³². The company's liquidity needs are currently satisfied through a $25,000 contribution from the Sponsor, a loan under the IPO Promissory Note, and net proceeds from the IPO and Private Placement held outside the Trust Account ³³.

Regarding capital allocation, the company intends to use substantially all of the funds held in the Trust Account, including interest earned (net of taxes payable), to complete its Business Combination ³⁴. If its share capital or debt is used as consideration, remaining Trust Account proceeds will be used as working capital for the target business's operations, other acquisitions, and growth strategies ³⁵. The company may seek to raise additional funds through private offerings of debt or equity securities in connection with the Business Combination, which could result in dilution for Public Shareholders ³⁶. Up to $1,500,000 of Working Capital Loans from the Sponsor or affiliates may be converted into units of the post-Business Combination entity at $10.00 per unit ³⁷.

The company faces several material risks, including its status as a blank check company with no operating history or revenues, and the potential inability to complete its initial Business Combination, including the Blockfusion Business Combination, within the Combination Period, which would lead to liquidation and redemption of Public Shares ³⁸. There is a risk of being unable to obtain additional financing for a Business Combination or to fund target business operations, potentially compelling restructuring or abandonment of a transaction ³⁹. Public Shareholders may experience significant dilution from the issuance of Ordinary Shares at a price less than the prevailing market price, or from anti-dilution rights of Founder Shares ⁴⁰. Competition for attractive target businesses from other SPACs, private equity groups, and public companies may increase, potentially raising acquisition costs or making it difficult to find a suitable target ⁴¹. Recent fluctuations in inflation and interest rates, military conflicts, and other disruptions to capital markets could also hinder the consummation of a Business Combination ⁴². Changes in laws or regulations, including the U.S. federal 1% excise tax on certain stock repurchases, or a failure to comply with them, may adversely affect the business ⁴³. The company has identified a material weakness in its internal control over financial reporting as of December 31, 2025, which could impact financial reporting accuracy and its ability to consummate a Business Combination ⁴⁴. Furthermore, there is substantial doubt about the company's ability to continue as a "going concern" due to liquidity needs and the deadline for liquidating the Trust Account ⁴⁵.

Management's message emphasizes the company's strategic positioning within its team's ecosystem and network, providing direct access to industry leaders in sustainable manufacturing, energy co-production, and water & waste management ⁴⁶. This positioning is expected to enable the identification and partnership with companies that integrate green energy sources with energy-intensive manufacturing and onsite energy production ⁴⁷. The two to three strategic priorities highlighted for the period ahead include enhancing industrial sustainability, driving energy innovation, and creating a lasting impact on the clean energy economy through the integration of green energy technologies, sustainable water management, and advanced green technologies ⁴⁸. Management explicitly states that the company has until March 16, 2027, to consummate an initial Business Combination ⁴⁹. They also note that if the Blockfusion Business Combination is not completed, they may continue to seek a different target within the Combination Period ⁵⁰.