{"url_path":"/sec/bacc/8-k/2026-07-13/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry Into A Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K/A","doc_date":"2026-07-13","source_url":"https://www.sec.gov/Archives/edgar/data/2059654/0001185185-26-002914-index.html","accession_number":"0001185185-26-002914","cik":"0002059654","ticker":"BACC","issuer_name":"Blue Acquisition Corp/Cayman","edgar_url":"https://www.sec.gov/Archives/edgar/data/2059654/0001185185-26-002914-index.html","primary_entity_key":"0002059654","primary_entity_name":"Blue Acquisition Corp/Cayman"},"word_count":487,"has_tables":true,"body_markdown":"**Item 1.01. Entry Into A Material Definitive Agreement.**\n\n \n\nAs previously disclosed, on\nNovember 19, 2025, Blue Acquisition Corp., a Cayman Island exempted company (“**Blue**”), entered into a Business\nCombination Agreement (as amended by the First Amendment to the Business Combination Agreement, dated as of March 19, 2026 and the Second\nAmendment to the Business Combination Agreement, dated as of May 6, 2026, and as may be further amended and/or restated from time to time,\nthe “**BCA**”) with Blockfusion Digital Infrastructure, Inc., a Delaware corporation (f/k/a Blockfusion Data Centers,\nInc.) (“**Pubco**”), Atlas I Merger Sub, a Cayman Islands exempted company, Atlas Merger Sub, Inc., a Delaware corporation,\nand Blockfusion USA, Inc., a Delaware corporation, (“**Blockfusion**”), pursuant to which, as of the consummation\nof the transactions contemplated by the BCA (the “**Closing**”), Blue and Blockfusion will become wholly-owned subsidiaries\nof Pubco, and Pubco will become a publicly traded company. The transactions contemplated by the BCA are hereinafter referred to collectively\nas the “**Business Combination**.”\n\n \n\nOn June 30, 2026, the parties\nto the BCA entered into the Third Amendment to the BCA (the “**Third Amendment**”), which amends the BCA to: (i)\nadd an earnout provision for the potential issuance of up to an aggregate maximum amount of 9,250,000 shares of Pubco Class A common stock\nof Pubco (the “**Pubco Class A Common Stock**”) to certain Blockfusion stockholders (the “**Earnout Participants**”)\nbased on the Pubco Class A Common Stock meeting certain price thresholds during the period beginning on the closing date of the Business\nCombination (the “**Closing Date**”) and ending on the date that is thirty-six (36) months after the Closing Date\n(the “**Earnout Period**”), and (ii) decrease the size of the post-closing Pubco board of directors from (9) members\nto (7) members.\n\n \n\nThe Earnout Shares, if issued,\nwill be allocated among the Earnout Participants on a pro rata basis based on their respective ownership of the Merger Consideration received\nat Closing. Ten percent (10%) of the Earnout Shares issued to the Earnout Participants may be assigned, transferred or otherwise delivered\nto third parties assisting with Blockfusion’s transitioning of its business model to support AI training and\ninference workloads and other HPC applications.\n\n \n\nThe Third Amendment provides,\namong other things, that the Earnout Shares will be issued in five tranches upon the achievement of certain price targets based upon the\nvolume weighted average price of the Pubco Class A Common Stock, or upon a change of control of Pubco for an implied per share price that\nmeets the applicable price target. \n\n \n\nOther than as expressly modified\npursuant to the Third Amendment, the BCA remains in full force and effect as originally executed. The foregoing description of the Third\nAmendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Third Amendment, a copy\nof which is attached as Exhibit 2.1 hereto, and the terms of which are incorporated herein by reference."}