Blue Acquisition Corp. (BACCU) filed a Current Report on Form 8-K dated September 21, 2026, announcing an amendment to its previously disclosed Business Combination Agreement (BCA) with Blockfusion Digital Infrastructure, Inc.
The amendment, known as the Sixth Amendment, modifies the terms of the agreement signed on November 19, 2025. The primary changes involve the earnout structure for certain Blockfusion stockholders and the treatment of a specific warrant issued by Blockfusion.
Under the revised terms, the maximum number of Class A common stock (Earnout Shares) issuable to Earnout Participants upon the satisfaction of certain post-closing trading price-based conditions has been increased to 15,000,000 shares. The conditions are adjusted to common stock volume-weighted average prices (VWAP) of $13.00, $15.00, and $17.00 per share, measured over 20 of 30 trading days. One-third of the Earnout Shares are to be delivered upon the achievement of each of these thresholds.
The amendment also addresses a Series A Common Stock Purchase Warrant issued by Blockfusion to CoreWeave, Inc. on September 4, 2026. This warrant, which allows the purchase of 2,786,624 shares at an initial exercise price of $7.6898, is excluded from certain definitions and calculations under the BCA. Instead, the warrant is set to be automatically cancelled immediately prior to the Effective Time. In exchange, Pubco (the resulting public company) will issue a new warrant to the holder, exercisable for 2,870,813 shares of Pubco Class A Common Stock at an initial exercise price of $7.4643.
The filing notes that the BCA remains in full force and effect, subject to the modifications made by the Sixth Amendment.
