BACCU · Blue Acquisition Corp.

This Second Amendment materially modifies three core economic and procedural terms of the Business Combination Agreement: the size of the post-closing equity incentive pool, the listing venue flexibility, and the ultimate deadline for closing. The expansion of the incentive plan from 8% to 12% represents a 50% increase in potential dilution for pre-Closing shareholders of Blue and Blockfusion, directly impacting ownership economics and future earnings per share. While the amendment grants Pubco broader exchange options — permitting NYSE, NYSE American, or NASDAQ instead of specifying NASDAQ alone — it also removes prior contractual certainty around the intended listing venue, introducing ambiguity regarding market perception, liquidity profile, and compliance expectations. The extension of the Outside Date to July 31, 2026 signals that material conditions remain unmet or require additional time, heightening execution risk and raising questions about regulatory approvals, shareholder redemptions, or financing readiness. Critically, the amendment does not alter the fundamental transaction structure — Blue and Blockfusion will still become wholly-owned subsidiaries of Pubco, and Pubco will become publicly traded — nor does it revise valuation, governance composition, or merger mechanics. However, because these changes affect shareholder economics, listing viability, and timing certainty — all central to investor decision-making — the amendment carries high materiality under SEC guidance. Investors should assess the implications of increased dilution, reduced listing specificity, and delayed closing against the original business case and risk disclosures previously filed in the Registration Statement and Proxy Statement/Prospectus.