Blue Acquisition Corp. entered into the First Amendment to its November 19, 2025 Business Combination Agreement with Blockfusion Data Centers, Inc., Blockfusion USA, Inc., and merger subs on March 19, 2026, increasing the post-Closing incentive plan to 8% of Pubco Common Stock from 5% and the Post-Closing Pubco Board to nine members from seven. This amends key governance and equity terms ahead of the Business Combination.
Key takeaways
First Amendment to BCA executed March 19, 2026 by Blue Acquisition Corp. (SPAC), Pubco (Blockfusion Data Centers, Inc.), SPAC Merger Sub, Company Merger Sub, and Blockfusion USA, Inc.
Post-Closing incentive plan increased from 5% to 8% of aggregate Pubco Common Stock issued and outstanding immediately after Closing.
Post-Closing Pubco Board size increased from 7 to 9 members: 2 SPAC Directors (at least 1 independent), 6 Company Directors (at least 3 independent), 1 mutually agreed independent director.
Original BCA dated November 19, 2025 remains in full force except as expressly modified.
Exhibit 2.1: First Amendment to the Business Combination Agreement.