Announcement • Nov 19
Blockfusion USA, Inc. entered into a definitive business combination agreement to acquire Blue Acquisition Corp. (NasdaqGM:BACC) in a reverse merger transaction for $450 million. Blockfusion USA, Inc. entered into a definitive business combination agreement to acquire Blue Acquisition Corp. (NasdaqGM:BACC) in a reverse merger transaction for $450 million on November 19, 2025. Upon the closing of the Business Combination, the post-Closing entity will be named Blockfusion Data Centers, Inc., and its common stock and public warrants are expected to be listed on The Nasdaq Stock Market LLC. The transaction has been funded with $200 million in gross proceeds, through a combination of trust proceeds and common equity PIPE offering. Existing Blockfusion shareholders will retain 60% of ownership stake at close.
The boards of directors of both Blockfusion and Blue Acquisition have approved the Business Combination, which is expected to close in the first half of 2026, subject to approval by Blue Acquisition shareholders and Blockfusion stockholders, and the satisfaction or waiver of customary closing conditions.
BTIG, LLC and Roberts & Ryan, Inc. are serving as co-placement agents and capital markets advisors to Blue Acquisition. Ellenoff Grossman & Schole LLP is serving as U.S. legal advisor to Blue Acquisition. Appleby (Cayman) Ltd. is serving as Cayman legal counsel to Blue Acquisition. Winston & Strawn LLP is serving as legal advisor to Blockfusion. Kirkland & Ellis LLP is serving as legal advisor to BTIG. ING Financial Markets LLC is serving as financial advisor to Blockfusion. Mayer Brown LLP is serving as legal advisor to ING. Riveron Consulting LLC is serving as the investor relations advisor on the transaction. 
