UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30,2026
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to .
Commission File Number 001-42699
Blue Acquisition Corp.
(Exact name of registrant as specified in its charter)
| Cayman Islands | 98-1855000 |
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| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
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| 1601 Anita Lane Newport Beach, California | 92660-4803 |
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| (Address of principal executive offices) | (Zip Code) |
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Registrant’s telephone number, including area code:(646)543-5060
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
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| Units, each consisting of one Class A Ordinary Share and one Right | BACCU | The Nasdaq Stock Market LLC |
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| Class A Ordinary Shares, par value $0.0001 per share | BACC | The Nasdaq Stock Market LLC |
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| Rights, each entitling the holder to receive one-tenth (1/10) of one Class A Ordinary Share upon the consummation of an initial Business Combination | BACCR | The Nasdaq Stock Market LLC |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
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| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
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| ☐ | Emerging growth company | ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☒ No ☐
As of August 11, 2026, there were 20,892,250 Class A Ordinary Shares, par value $0.0001 per share, and 7,069,913 Class B Ordinary Shares, par value $0.0001 per share, of the registrant issued and outstanding.
BLUE ACQUISITION CORP.
FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2026
TABLE OF CONTENTS
| PART I – FINANCIAL INFORMATION | 1 | |
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| Item 1. | Financial Statements. | 1 |
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| Condensed Balance Sheets as of June 30, 2026 (Unaudited) and December 31, 2025 | 1 |
| Unaudited Condensed Statements of Operations for the Three and Six Months ended June 30, 2026, for the Three Months ended June 30, 2025 and for the Period from February 10, 2025 (Inception) through June 30, 2025 | 2 |
| Unaudited Condensed Statements of Changes in Shareholders’ Deficit for the Six Months ended June 30, 2026 and for the Period from February 10, 2025 (Inception) through June 30, 2025 | 3 |
| Unaudited Condensed Statements of Cash Flows for the Six Months ended June 30, 2026 and for the Period from February 10, 2025 (Inception) through June 30, 2025 | 4 |
| Notes to Unaudited Condensed Financial Statements | 5 |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations. | 22 |
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| Item 3. | Quantitative and Qualitative Disclosures Regarding Market Risk. | 28 |
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| Item 4. | Controls and Procedures. | 29 |
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| PART II – OTHER INFORMATION | 30 | |
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| Item 1. | Legal Proceedings. | 30 |
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| Item 1A. | Risk Factors. | 30 |
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| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds. | 30 |
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| Item 3. | Defaults Upon Senior Securities. | 31 |
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| Item 4. | Mine Safety Disclosures. | 31 |
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| Item 5. | Other Information. | 31 |
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| Item 6. | Exhibits. | 31 |
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| SIGNATURES | 32 | |
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i
Unless otherwise stated in this Report (as defined below), or the context otherwise requires, references to:
| ● | “2025 Annual Report” are to our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the SEC (as defined below) on February 19, 2026; |
| ● | “2025 First Quarter Form 10-Q” are to our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, as filed with the SEC on August 4, 2025; |
| ● | “2025 Second Quarter Form 10-Q” are to our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025, as filed with the SEC on August 12, 2025; |
| ● | “2026 First Form 10-Q” are to our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026, as filed with the SEC on May 11, 2026; |
| ● | “Administrative Services Agreement” are to the Administrative Services Agreement, dated June 12, 2025, which we entered into with BHM (as defined below), the managing member of our Sponsor (as defined below); |
| ● | “Amended and Restated Articles” are to our Amended and Restated Memorandum and Articles of Association, as currently in effect; |
| ● | “ASC” are to the FASB (as defined below) Accounting Standards Codification; |
| ● | “ASU” are to the FASB Accounting Standards Update; |
| ● | “BHM” are to Blue Holdings Management LLC, the managing member of our Sponsor; |
| ● | “Blockfusion” are to Blockfusion USA, Inc., a Delaware corporation, together with its successors; |
| ● | “Blockfusion BCA” are to the Business Combination Agreement, dated November 19, 2025, as amended by the Blockfusion BCA First Amendment (as defined below), Blockfusion BCA Second Amendment (as defined below), Blockfusion BCA Third Amendment (as defined below) and Blockfusion BCA Fourth Amendment (as defined below), which we entered into with (i) Blockfusion, (ii) Pubco (as defined below) and (iii) the Merger Subs (as defined below); |
| ● | “Blockfusion BCA First Amendment” are to the First Amendment to the Business Combination Agreement, dated as of March 19, 2026, which we entered into with (i) Blockfusion, (ii) Pubco and (iii) the Merger Subs; |
| ● | “Blockfusion BCA Second Amendment” are to the Second Amendment to the Business Combination Agreement, dated as of May 6, 2026, which we entered into with (i) Blockfusion, (ii) Pubco and (iii) the Merger Subs; |
| ● | “Blockfusion BCA Third Amendment” are to the Third Amendment to the Business Combination Agreement, dated as of June 30, 2026, which we entered into with (i) Blockfusion, (ii) Pubco and (iii) the Merger Subs; |
| ● | “Blockfusion BCA Fourth Amendment” are to the Fourth Amendment to the Business Combination Agreement, dated as of July 31, 2026, which we entered into with (i) Blockfusion, (ii) Pubco and (iii) the Merger Subs; |
| ● | “Blockfusion Business Combination” are to the transactions contemplated by the Blockfusion BCA and the related ancillary documents, collectively; |
| ● | “Blockfusion Registration Statement” are to the Registration Statement on Form S-4 in connection with the Blockfusion Business Combination, which was initially filed by Pubco and Blockfusion with the SEC on December 8, 2025 (File No. 333-291994), as amended, and includes a preliminary proxy statement/prospectus of our Company; |
| ● | “Board of Directors” or “Board” are to our board of directors; |
| ● | “BTIG” are to BTIG, LLC, the representative of the Underwriters (as defined below); |
ii
| ● | “Business Combination” are to a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses; |
| ● | “Certifying Officer” are to our Interim Chief Executive Officer and Chief Financial Officer; |
| ● | “Class A Ordinary Shares” are to our Class A ordinary shares, par value $0.0001 per share; |
| ● | “Class B Ordinary Shares” are to our Class B ordinary shares, par value $0.0001 per share; |
| ● | “Closing” are to the consummation of the Blockfusion Business Combination; |
| ● | “Combination Period” are to (i) the 21-month period, from the closing of the Initial Public Offering (as defined below) to March 16, 2027 (or such earlier date as determined by the Board), that we have to consummate an initial Business Combination, or (ii) such other period during which we must consummate an initial Business Combination pursuant to an amendment to the Amended and Restated Articles and consistent with applicable laws, regulations and stock exchange rules; |
| ● | “Company,” “our,” “we” or “us” are to Blue Acquisition Corp., a Cayman Islands exempted company; |
| ● | “Company Merger” are to the merger of Company Merger Sub with and into Blockfusion, with Blockfusion continuing as the surviving entity; |
| ● | “Company Merger Sub” are to Atlas Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Pubco; |
| ● | “Continental” are to Continental Stock Transfer & Trust Company, trustee of our Trust Account (as defined below) and rights agent of our Rights (as defined below); |
| ● | “Deferred Fee” are to the additional fee of 3.5% of the gross proceeds of the Initial Public Offering (or $7,043,750) to which the Underwriters are entitled that is payable only upon our completion of the initial Business Combination; |
| ● | “Exchange Act” are to the Securities Exchange Act of 1934, as amended; |
| ● | “FASB” are to the Financial Accounting Standards Board; |
| ● | “FINRA” are to the Financial Industry Regulatory Authority; |
| ● | “Founder Shares” are to the (i) Class B Ordinary Shares initially purchased by our Initial Shareholders (as defined below) prior to the Initial Public Offering and (ii) Class A Ordinary Shares that will be issued upon the automatic conversion of the Class B Ordinary Shares (x) at the time of our Business Combination as described in the IPO Registration Statement (as defined below) or (y) earlier at the option of the holders thereof as described in the IPO Registration Statement (for the avoidance of doubt, such Class A Ordinary Shares will not be “Public Shares” (as defined below); |
| ● | “GAAP” are to the accounting principles generally accepted in the United States of America; |
| ● | “Initial Public Offering” or “IPO” are to the initial public offering that we consummated on June 16, 2025; |
| ● | “Initial Shareholders” are to holders of our Founder Shares prior to our Initial Public Offering, including our Sponsor; |
| ● | “Investment Company Act” are to the Investment Company Act of 1940, as amended; |
| ● | “IPO Promissory Note” are to that certain unsecured promissory note in the principal amount of up to $300,000 issued to our Sponsor on February 20, 2025; |
| ● | “IPO Registration Statement” are to the Registration Statement on Form S-1 initially filed with the SEC on May 14, 2025, as amended, and declared effective on June 12, 2025 (File No. 333-287281); |
iii
| ● | “Letter Agreement” are to the Letter Agreement, dated June 12, 2025, which we entered into with our Sponsor, directors and officers and a certain advisor; |
| ● | “Management” or our “Management Team” are to our executive officers and directors; |
| ● | “Merger Subs” are to Company Merger Sub and SPAC Merger Sub (as defined below), together; |
| ● | “Mergers” are to the Company Merger and the SPAC Merger (as defined below), together; |
| ● | “Nasdaq” are to The Nasdaq Stock Market LLC; |
| ● | “Nasdaq 36-Month Requirement” are to the requirement pursuant to the Nasdaq Rules (as defined below) that a SPAC (as defined below) must complete one or more Business Combinations within 36 months following the effectiveness of its initial public offering registration statement; |
| ● | “Nasdaq Rules” are to the continued listing rules of Nasdaq, as they exist as of the date of this Report; |
| ● | “Option Units” are to the 2,625,000 units that were purchased by the Underwriters pursuant to the full exercise of the Over-Allotment Option (as defined below); |
| ● | “Ordinary Shares” are to the Class A Ordinary Shares and the Class B Ordinary Shares, together; |
| ● | “Over-Allotment Option” are to the 45-day option that the Underwriters had to purchase up to an additional 2,625,000 Option Units to cover over-allotments, if any, pursuant to the Underwriting Agreement (as defined below), which was fully exercised; |
| ● | “Private Placement” are to the private placement of Private Placement Units (as defined below) that occurred simultaneously with the closing of our Initial Public Offering, pursuant to the Private Placement Units Purchase Agreements (as defined below); |
| ● | “Private Placement Rights” are to the rights included within the Private Placement Units purchased by our Sponsor, BTIG and Roberts & Ryan (as defined below) in the Private Placement; |
| ● | “Private Placement Shares” are to the Class A Ordinary Shares included within the Private Placement Units purchased by our Sponsor, BTIG and Roberts & Ryan in the Private Placement; |
| ● | “Private Placement Units” are to the units purchased by our Sponsor, BTIG and Roberts & Ryan in the Private Placement; |
| ● | “Private Placement Units Purchase Agreements” are to the (i) Private Placement Units Purchase Agreement, dated June 12, 2025, which we entered into with our Sponsor and (ii) Private Placement Units Purchase Agreement, dated June 12, 2025, which we entered into with BTIG and Roberts & Ryan, together; |
| ● | “Pubco” are to Blockfusion Digital Infrastructure, Inc., a Delaware corporation (f/k/a Blockfusion Data Centers, Inc.); |
| ● | “Public Rights” are to the rights included as part of the Public Units, which grant the holder the right to receive one-tenth (1/10) of one Class A Ordinary Share upon the consummation of the Business Combination; |
| ● | “Public Shareholders” are to the holders of our Public Shares, including our Initial Shareholders and Management Team to the extent our Initial Shareholders and/or the members of our Management Team purchase Public Shares, provided that each Initial Shareholder’s and member of our Management Team’s status as a “Public Shareholder” will only exist with respect to such Public Shares; |
| ● | “Public Shares” are to the Class A Ordinary Shares included as part of the Public Units (as defined below) (whether they were purchased in our Initial Public Offering or thereafter in the open market); |
iv
| ● | “Public Units” are to the units sold in our Initial Public Offering, with each Public Unit consisting of one Public Share and one Public Right; |
| ● | “Registration Rights Agreement” are to the Registration Rights Agreement, dated June 12, 2025, which we entered into with the Initial Shareholders, BTIG, Roberts & Ryan and the other holders party thereto; |
| ● | “Representative Shares” are to the 175,000 Class A Ordinary Shares purchased by the Underwriters, or their designees, prior to the commencement of the Initial Public Offering for a purchase price of $175, or $0.001 per share; |
| ● | “Report” are to this Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026; |
| ● | “Rights” are to the Private Placement Rights and the Public Rights, together; |
| ● | “Roberts & Ryan” are to Roberts & Ryan, Inc., a co-manager of the Initial Public Offering; |
| ● | “SEC” are to the U.S. Securities and Exchange Commission; |
| ● | “Securities Act” are to the Securities Act of 1933, as amended; |
| ● | “SPAC” are to a special purpose acquisition company; |
| ● | “SPAC Merger” are to the merger of SPAC Merger Sub with and into our Company, with our Company continuing as the surviving entity; |
| ● | “SPAC Merger Sub” are to Atlas I Merger Sub, a Cayman Islands exempted company and a wholly-owned subsidiary of Pubco; |
| ● | “Sponsor” are to Blue Holdings Sponsor LLC, a Delaware limited liability company; |
| ● | “Trust Account” are to the U.S.-based trust account in which an amount of $201,250,000 from the net proceeds of the sale of the Public Units in the Initial Public Offering and the Private Placement Units in the Private Placement was placed following the closing of the Initial Public Offering; |
| ● | “Trust Agreement” are to the Investment Management Trust Agreement, dated June 12, 2025, which we entered into with Continental, as trustee of the Trust Account; |
| ● | “Underwriters” are to the several underwriters of the Initial Public Offering, collectively; |
| ● | “Underwriting Agreement” are to the Underwriting Agreement, dated June 12, 2025, which we entered into with BTIG, as the representative of the Underwriters; |
| ● | “Units” are to the Private Placement Units and the Public Units, together; and |
| ● | “Working Capital Loans” are to funds that, in order to provide working capital or finance transaction costs in connection with a Business Combination, the Initial Shareholders or an affiliate of the Initial Shareholders or certain of our directors and officers may, but are not obligated to, loan us. |
v
