IPO and Financing - The company completed its Initial Public Offering (IPO) on June 16, 2025, raising gross proceeds of $201,250,000 from the sale of 20,125,000 Public Units at $10.00 each[23]. - A private sale of 592,250 Private Placement Units was completed simultaneously with the IPO, generating an additional $5,922,500 in gross proceeds[24]. - The total amount of $201,250,000 from the IPO and Private Placement was placed in a Trust Account[25]. - The company has until March 16, 2027, to complete its Business Combination, or it will be required to liquidate its Trust Account[206]. - As of December 31, 2025, the company has $205,642,100 available for a Business Combination, before redemptions and taxes[96]. - The company had cash held outside the Trust Account of approximately $560,813 as of December 31, 2025, primarily used for identifying and evaluating target businesses[218]. - The total amount placed in the Trust Account after the Initial Public Offering was $201,250,000, with fees incurred amounting to $13,262,661[214]. - The company may seek additional financing through private offerings of debt or equity securities to complete its initial Business Combination, which could lead to significant dilution for Public Shareholders[97]. Business Combination and Strategy - The Blockfusion Business Combination involves a total consideration of $450,000,000 in newly issued shares of Pubco Common Stock[32]. - The company must complete its initial Business Combination by March 16, 2027, or face termination and distribution of Trust Account funds[26]. - The company aims to acquire businesses with strong fundamentals and favorable prospects, focusing on energy independence and competitive advantages[77]. - The company has identified specific criteria for evaluating prospective target businesses, which may include companies like Blockfusion[76]. - The company plans to complete its initial Business Combination using cash from the IPO proceeds and may include debt or equity securities[85]. - The company will only pursue Business Combinations that meet the Nasdaq requirement of having an aggregate fair market value of at least 80% of the assets held in the Trust Account[91]. - The company may continue to seek a Business Combination with a different target if the Blockfusion Business Combination is not completed[143]. Operational Focus and Sustainability - The company has a strategic focus on sustainable manufacturing, energy co-production, and water & waste management, aiming to partner with companies that integrate green energy sources with energy-intensive manufacturing[70]. - The company plans to enhance operational efficiency through smart energy integration, optimizing green energy generation within manufacturing operations and facilitating the export of surplus energy[71]. - The business strategy includes achieving zero liquid discharge and responsible water management, ensuring compliance with eco-friendly regulations[75]. - The company aims to harness self-sustaining energy generation to meet all operational energy needs onsite and generate excess energy for export[75]. - Future operations will integrate cutting-edge green energy technologies, including solar, wind, geothermal, and next-generation nuclear reactors as they become commercially available[75]. Management and Governance - The post-Closing board of directors of Pubco will consist of seven members, including two designated by the company and four by Blockfusion, with at least three independent directors[42]. - The company’s management team has prior experience with SPACs, including Swiftmerge Acquisition Corp. and Argyle Security, which may enhance its strategic positioning[62]. - The company is considered a "controlled company" under Nasdaq Rules, allowing it to qualify for exemptions from certain corporate governance requirements[170]. - The Sponsor controls the appointment of the Board of Directors until the initial Business Combination is consummated, potentially influencing shareholder votes[170]. Risks and Challenges - The company faces risks related to its status as a blank check company with no operating history and limited revenue, which may affect its ability to complete an initial Business Combination[167]. - The company may not be able to complete its initial Business Combination within the Combination Period, which could lead to liquidation and redemption of Public Shares[167]. - The company may face increased competition for attractive Business Combination targets, which could raise costs and complicate the completion of its initial Business Combination[167]. - The company has identified a material weakness in internal control over financial reporting as of December 31, 2025, which could adversely affect investor confidence[173]. - The company may incur substantial debt to complete a Business Combination, negatively impacting financial condition and shareholder value[170]. Shareholder Rights and Redemption - Public shareholders may experience dilution due to the conversion of Founder Shares and Private Placement Rights, which could result in material dilution upon the initial Business Combination[63]. - Public Shareholders must deliver share certificates or electronically transfer Public Shares to exercise redemption rights, with a deadline of up to two business days before the scheduled vote on the initial Business Combination[139]. - Public Shareholders are restricted from redeeming more than 15% of the Public Shares sold in the Initial Public Offering without prior consent, to prevent accumulation of large blocks of shares[137]. - If the initial Business Combination is not completed, Public Shareholders who elected to redeem their shares will not receive any funds from the Trust Account[142]. - The redemption price upon dissolution is approximately $10.21 per share as of December 31, 2025, but may be subject to claims from creditors[148]. Financial Performance - The company generated a net income of $2,531,400 from February 10, 2025, to December 31, 2025, primarily from $4,392,100 in interest income on cash and marketable securities held in the Trust Account[213]. - As of December 31, 2025, the company had $205,642,100 in marketable securities held in the Trust Account, including approximately $4,392,100 of interest income[216]. - The company has not generated any operating revenues to date and will not do so until after the completion of its initial Business Combination[212]. - The company incurred $1,532,176 in legal and accounting expenses during the reporting period[213]. Regulatory and Compliance - The company has registered its Public Units, Public Shares, and Public Rights under the Exchange Act and is required to file annual, quarterly, and current reports with the SEC[158]. - The company is classified as an "emerging growth company" and is eligible for certain exemptions from reporting requirements, which may affect the attractiveness of its securities to investors[162]. - The company will provide shareholders with audited financial statements of the prospective target business, which may limit the pool of potential target businesses due to compliance requirements[159]. - The company may face regulatory review and approval requirements for its initial Business Combination, which could delay or prevent completion[173].

Core Viewpoint - Data center operator Blockfusion plans to go public in the United States through a merger with Blue Acquisition Corp, a blank-check company, in a deal valued at $450 million [1] Group 1: Company Overview - Blockfusion is a data center operator that is seeking to list in the United States [1] - The merger with Blue Acquisition Corp represents a significant move for Blockfusion as it aims to enhance its market presence [1] Group 2: Financial Details - The merger deal is valued at $450 million, indicating a strong investor appetite for data center operations [1]

Core Insights - Blockfusion USA, Inc. and Blue Acquisition Corp. have entered into a definitive business combination agreement, which will result in Blockfusion operating as Blockfusion Data Centers, Inc. upon closing [2][7] - The transaction values Blockfusion at an implied pre-money enterprise value of $480 million, with an expected delivery of newly issued securities worth $450 million to former security holders at closing [3][4] Company Overview - Blockfusion, founded in 2019, operates a data center facility in Niagara Falls, NY, and is transitioning to a next-generation HPC/AI data center [3][4] - The company currently operates with 46 MWs of power and plans to expand to over 100 MWs to support high-density AI workloads [4][5] Market Demand and Strategy - There is a surge in demand for HPC and AI compute, driving the need for data center capacity, which Blockfusion is addressing by upgrading its facilities [4][6] - The Niagara Facility is strategically located for low-latency data transport and is surrounded by major tech companies, enhancing its appeal for HPC/AI deployments [4][6] Financial Projections - Post-transition, Blockfusion estimates potential gross revenues of $128 million and EBITDA of $75 million by 2028, increasing to $209 million in gross revenues and $132 million EBITDA by 2030 [4][24] - The company aims to provide Tier 3 power to colocation customers within 18-20 months from the start of funded building activities [5][24] Leadership and Governance - Blockfusion's management team has over 100 years of combined experience in data center infrastructure, with notable industry figures expected to join the board post-closing [4][6] - Blue Acquisition's leadership includes experienced professionals from investment banking and capital markets, enhancing the strategic direction of the combined entity [6][7]

Financial Position - As of September 30, 2025, the company had $1,045,403 in cash and working capital of $1,061,429[110] - The company has no long-term debt or capital lease obligations as of September 30, 2025, and has a Deferred Fee of $7,043,750 payable to underwriters only if a Business Combination is completed[135] - The company lacks sufficient financial resources to sustain operations for a reasonable period, raising substantial doubt about its ability to continue as a going concern[134] Income and Revenue - The company generated net income of $1,879,085 for the three months ended September 30, 2025, primarily from $2,106,133 earned on cash and marketable securities held in the Trust Account[120] - The company has not engaged in any operations or generated revenues to date, focusing on organizational activities and identifying acquisition candidates[119] Initial Public Offering - The company raised gross proceeds of $201,250,000 from the Initial Public Offering of 20,125,000 Public Units at $10.00 per Unit[115] - A total of $201,250,000 from the Initial Public Offering and Private Placement was placed in a U.S.-based trust account, with funds held in cash or invested in U.S. government treasury obligations[125] - The company completed a private placement of 592,250 Private Placement Units at a price of $10.00 per Unit, generating gross proceeds of $5,922,500[124] Expenses and Costs - The company incurred $194,790 in formation, general, and administrative expenses from inception through September 30, 2025[121] - The company expects primary liquidity requirements during the first twelve months of the Combination Period to total approximately $1,225,000, including $225,000 for legal and accounting expenses, $200,000 for regulatory reporting, and $400,000 for directors' and officers' liability insurance[130] - The company has incurred $15,500 and $17,833 in administrative services fees for the three months ended September 30, 2025, and the period from inception through September 30, 2025, respectively[136] - The company has agreed to pay an aggregate of $5,000 per month for office space and administrative support, which will cease upon the completion of the initial Business Combination[136] Financing and Capital Needs - The company expects to incur significant costs in the pursuit of its initial Business Combination, with no assurance of success in raising capital[110] - The company may need to obtain additional financing to complete its initial Business Combination if the cash required exceeds the proceeds from the Trust Account or if a significant number of Public Shares are redeemed[132] - The company may use amounts held outside the Trust Account to repay Working Capital Loans if the initial Business Combination does not close, but no proceeds from the Trust Account will be used for such repayment[129] Borrowings - The company had borrowed $193,236 through June 16, 2025, and repaid $203,557 to the Sponsor, resulting in an overpayment of $10,321 recorded as a related party receivable[116] - The company has borrowed $193,236 through June 16, 2025, under the IPO Promissory Note, which is due at the earlier of December 31, 2025, or the closing of the Initial Public Offering[137] Accounting and Compliance - The company has not identified any critical accounting estimates as of September 30, 2025, which could materially differ from actual results[140] - The company is currently assessing the impact of ASU 2023-09 on its financial position, results of operations, or cash flows, which requires additional disclosures related to income tax rate reconciliations[142] Combination Period - The company may seek to extend the Combination Period, which would require approval from Public Shareholders[111]

PART I – FINANCIAL INFORMATION [Item 1. Financial Statements.](index=7&type=section&id=Item%201.%20Financial%20Statements.) Presents Blue Acquisition Corp.'s unaudited condensed financial statements as of June 30, 2025, covering balance sheet, operations, shareholder deficit, and cash flows [Unaudited Condensed Balance Sheet](index=7&type=section&id=Unaudited%20Condensed%20Balance%20Sheet%20as%20of%20June%2030%2C%202025) | ASSETS | | | :--- | :--- | | Cash | $ 1,235,432 | | Prepaid expenses - current | 82,032 | | Due from related party | 10,321 | | Total Current Assets | 1,327,785 | | Cash and marketable securities held in Trust Account | 201,571,137 | | Prepaid expenses – non-current | 71,507 | | Total Non-current Assets | 201,642,644 | | TOTAL ASSETS | $202,970,429 | | LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS' DEFICIT | | | Current Liabilities: | | | Accounts payable | $ 47,376 | | Accrued expenses | 8,503 | | Administrative services fee payable – related party | 2,333 | | Total Current Liabilities | 58,212 | | Deferred underwriter fee liability | 7,043,750 | | Total Non-current Liabilities | 7,043,750 | | TOTAL LIABILITIES | 7,101,962 | | Class A ordinary shares subject to possible redemption | 201,571,137 | | Shareholders' Deficit | | | Class A ordinary shares | 77 | | Class B ordinary shares | 707 | | Additional paid-in capital | — | | Accumulated deficit | (5,703,454) | | Total Shareholders' Deficit | (5,702,670) | | TOTAL LIABILITIES, ORDINARY SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS' DEFICIT | $202,970,429 | [Unaudited Condensed Statement of Operations](index=8&type=section&id=Unaudited%20Condensed%20Statement%20of%20Operations%20for%20the%20three%20months%20ended%20June%2030%2C%202025%20and%20for%20the%20period%20from%20February%2010%2C%202025%20%28Inception%29%20through%20June%2030%2C%202025) | Operating expenses: | Three Months Ended June 30, 2025 | Period From February 10, 2025 (Inception) Through June 30, 2025 | | :--- | :--- | :--- | | Formation, general and administrative expenses | $ 53,824 | $ 115,640 | | Legal and accounting expenses | 16,782 | 16,782 | | Administrative services fee – related party | 2,333 | 2,333 | | Insurance expense | 3,493 | 3,493 | | Total operating expenses | 76,432 | 138,248 | | Loss from operations | (76,432) | (138,248) | | Other income: | | | | Dividend income on marketable securities held in Trust Account | 321,137 | 321,137 | | Interest income on operating account | 709 | 739 | | Other income | 321,846 | 321,876 | | Net income | $ 245,414 | $ 183,628 | | Weighted average shares outstanding of redeemable Class A ordinary shares | 3,096,154 | 1,998,227 | | Basic and diluted net income per share, redeemable Class A ordinary shares | $ 1.70 | $ 2.63 | | Weighted average shares outstanding of non-redeemable Class A and Class B ordinary shares | 6,610,815 | 6,415,464 | | Basic and diluted net loss per share, non-redeemable Class A and Class B ordinary shares | $ (0.76) | $ (0.79) | [Unaudited Condensed Statement of Changes in Shareholders' Deficit](index=9&type=section&id=Unaudited%20Condensed%20Statement%20of%20Changes%20in%20Shareholders%27%20Deficit%20for%20the%20three%20months%20ended%20June%2030%2C%202025%20and%20for%20the%20period%20from%20February%2010%2C%202025%20%28Inception%29%20through%20June%2030%2C%202025) | | Class A ordinary shares | Class B ordinary shares | Additional Paid-in Capital | Accumulated Deficit | Total Shareholders' Deficit | | :--- | :--- | :--- | :--- | :--- | :--- | | Balance – February 10, 2025 (inception) | — | — | — | — | — | | Class B ordinary shares issued to Sponsor | — | 707 | 24,293 | | 25,000 | | Contribution for purchase of private placement units | — | — | 100,000 | — | 100,000 | | Net loss | — | — | — | (61,786) | (61,786) | | Balance as of March 31, 2025 | — | 707 | 124,293 | (61,786) | 63,214 | | Issuance of Class A ordinary shares in IPO | — | — | 4,361,306 | — | 4,361,306 | | Sale of private placement units | 59 | — | 5,822,441 | — | 5,822,500 | | Sale of representative shares | 18 | — | 1,749,982 | — | 1,750,000 | | Remeasurement of Class A ordinary shares to redemption value | — | — | (12,058,022) | (5,887,082) | (17,945,104) | | Net income | — | — | — | 245,414 | 245,414 | | Balance – June 30, 2025 | $ 77 | $ 707 | $ — | $ (5,703,454) | $ (5,702,670) | [Unaudited Condensed Statement of Cash Flows](index=10&type=section&id=Unaudited%20Condensed%20Statement%20of%20Cash%20Flows%20for%20the%20period%20from%20February%2010%2C%202025%20%28Inception%29%20through%20June%2030%2C%202025) | Cash Flows from Operating Activities: | | | :--- | :--- | | Net income | $ 183,628 | | Adjustments to reconcile net loss to net cash used in operating activities: | | | Formation, general and administrative expenses paid by Sponsor under promissory note – related party | 1,089 | | Dividend income on marketable securities held in Trust Account | (321,137) | | Changes in operating assets and liabilities: | | | Prepaid expenses | (128,539) | | Accounts payable | 47,376 | | Accrued expenses | 8,505 | | Administrative support fee – related party | 2,333 | | Net cash used in operating activities | (206,745) | | Cash Flows from Investing Activities: | | | Purchase of treasury securities in Trust Account | (201,250,000) | | Net cash used in investing activities | (201,250,000) | | Cash Flows from Financing Activities: | | | Proceeds from issuance of Class A ordinary shares | 201,250,000 | | Proceeds from sale of private placement units | 5,922,500 | | Payment of underwriting fees and reimbursements | (4,100,000) | | Payment of promissory note – related party | (193,236) | | Due from related party, net | (10,321) | | Excess cash contribution recorded under promissory note – related party | 167,147 | | Payment of offering costs | (343,913) | | Net cash provided by financing activities | 202,692,177 | | Net Change in Cash | 1,235,432 | | Cash – Beginning of period | — | | Cash – End of period | $ 1,235,432 | [Notes to Unaudited Condensed Financial Statements](index=11&type=section&id=Notes%20to%20Unaudited%20Condensed%20Financial%20Statements) [Note 1 — Organization and Business Operations](index=11&type=section&id=Note%201%20%E2%80%94%20Organization%20and%20Business%20Operations) SPAC Blue Acquisition Corp. completed IPO and private placement, placing proceeds into a Trust Account for a Business Combination - Blue Acquisition Corp. was incorporated on February 10, 2025, as a special purpose acquisition company (SPAC) for the purpose of effecting a Business Combination[24](index=24&type=chunk) - On June 16, 2025, the Company consummated its Initial Public Offering (IPO) of **20,125,000 units** at **$10.00 per unit**, generating gross proceeds of **$201,250,000**[26](index=26&type=chunk) - Simultaneously with the IPO, the Company sold **592,250 Private Placement Units** at **$10.00 per unit**, generating gross proceeds of **$5,922,500**[27](index=27&type=chunk) - A total of **$201,250,000** from the IPO and Private Placement proceeds was placed in a Trust Account, to be used for the Business Combination[31](index=31&type=chunk) - The Business Combination must have a fair market value equal to at least **80%** of the net balance in the Trust Account[30](index=30&type=chunk) - As of June 30, 2025, the Company had **$1,235,432 cash** and working capital of **$1,269,573**[37](index=37&type=chunk) [Note 2 — Significant Accounting Policies](index=15&type=section&id=Note%202%20%E2%80%94%20Significant%20Accounting%20Policies) Outlines key accounting policies: U.S. GAAP, EGC status, estimates, Trust Account cash, credit risk, offering costs, fair value, and net income per share - The financial statements are presented in conformity with U.S. GAAP and SEC rules[42](index=42&type=chunk) - The Company is an 'emerging growth company' and has elected not to opt out of the extended transition period for complying with new or revised financial accounting standards[43](index=43&type=chunk)[44](index=44&type=chunk) - As of June 30, 2025, the Company had **$1,235,432** in cash and no cash equivalents[47](index=47&type=chunk) - Assets held in the Trust Account amounted to **$201,571,137** as of June 30, 2025, held in marketable securities[48](index=48&type=chunk) - The fair value of Public Rights was **$4,361,306**, or **$0.23 per Public Right**, as of June 16, 2025, classified within shareholders' equity[54](index=54&type=chunk) - Net income (loss) per ordinary share is calculated using the two-class method for redeemable and non-redeemable shares[57](index=57&type=chunk) [Note 3 — Initial Public Offering](index=21&type=section&id=Note%203%20%E2%80%94%20Initial%20Public%20Offering) Company completed IPO on June 16, 2025, selling **20,125,000 units** at **$10.00 each**, including over-allotment option - The Company sold **20,125,000 Units** in its IPO on June 16, 2025, at **$10.00 per Unit**[72](index=72&type=chunk) - The IPO included the full exercise of the underwriters' over-allotment option for **2,625,000 Units**[72](index=72&type=chunk) - Each Unit consists of one Class A ordinary share and one Public Right, with ten Public Rights entitling the holder to one Class A ordinary share upon Business Combination[72](index=72&type=chunk) [Note 4 — Private Placement](index=21&type=section&id=Note%204%20%E2%80%94%20Private%20Placement) Concurrently with IPO, **592,250 Private Placement Units** sold at **$10.00 per unit**, totaling **$5,922,500** - Simultaneously with the IPO, **592,250 Private Placement Units** were sold at **$10.00 per unit**, generating **$5,922,500**[73](index=73&type=chunk) - The Private Placement Units were purchased by the Sponsor (**391,000 units**) and the underwriters (**201,250 units**)[73](index=73&type=chunk) - Proceeds from the Private Placement Units were added to the Trust Account[73](index=73&type=chunk) [Note 5 — Segment Information](index=21&type=section&id=Note%205%20%E2%80%94%20Segment%20Information) Company operates as a single segment; CFO reviews cash, Trust Account securities, operating loss, and dividend income for performance assessment - The Company has determined it has only one reportable segment, with the Chief Financial Officer acting as the CODM[77](index=77&type=chunk) - Key metrics reviewed by the CODM include cash, cash and marketable securities held in Trust Account, operating loss, and dividend income on marketable securities held in Trust Account[78](index=78&type=chunk)[79](index=79&type=chunk) Segment Information Metrics | Metric | June 30, 2025 | | :--- | :--- | | Cash | $ 1,235,432 | | Cash and marketable securities held in Trust Account | $201,571,137 | | Total assets | $202,970,429 | | Metric | For the Three Months Ended June 30, 2025 | For the Period from February 10, 2025 (Inception) through June 30, 2025 | | :--- | :--- | :--- | | Operating loss | $ (76,432) | $ (138,248) | | Dividend income on marketable securities held in Trust Account | $ 321,137 | $ 321,137 | [Note 6 — Related Party Transactions](index=23&type=section&id=Note%206%20%E2%80%94%20Related%20Party%20Transactions) Details related party transactions: founder shares, promissory note repayment, administrative services agreement, and potential Working Capital Loans - The Sponsor received **7,069,913 Class B ordinary shares** (founder shares) for a capital contribution of **$25,000**[80](index=80&type=chunk)[94](index=94&type=chunk) - A promissory note of up to **$300,000** from the Sponsor was repaid in full on June 16, 2025, with an overpayment of **$10,321** recorded as a related party receivable[83](index=83&type=chunk) - The Company entered into an Administrative Services Agreement to pay Blue Holdings Management LLC **$5,000 per month** for office space and support, accruing **$2,333** as of June 30, 2025[84](index=84&type=chunk) - The Sponsor or affiliates may provide Working Capital Loans, convertible into private placement units, but no such loans were outstanding as of June 30, 2025[85](index=85&type=chunk) [Note 7 — Commitments and Contingencies](index=25&type=section&id=Note%207%20%E2%80%94%20Commitments%20and%20Contingencies) Addresses commitments and contingencies: Business Combination risks, shareholder registration rights, and underwriting agreement details including fees - The Company's ability to complete a Business Combination may be adversely affected by factors like changes in laws, economic conditions, inflation, and geopolitical instability[86](index=86&type=chunk) - Holders of founder shares, Private Placement Units, and other specified securities are entitled to registration rights[88](index=88&type=chunk) - Underwriters received a cash underwriting discount of **$4,025,000** and are entitled to a deferred underwriting discount of **$7,043,750**, payable upon completion of a Business Combination[90](index=90&type=chunk) - The Company issued **175,000 Representative Shares** to the underwriters, subject to transfer restrictions and waiver of redemption/liquidation rights[91](index=91&type=chunk) [Note 8 — Shareholder's Deficit](index=26&type=section&id=Note%208%20%E2%80%94%20Shareholder%27s%20Deficit) Details authorized and outstanding share capital: preference, Class A, and Class B ordinary shares, conversion terms, and shareholder voting rights - The Company is authorized to issue **5,000,000 preference shares**, with none issued or outstanding as of June 30, 2025[92](index=92&type=chunk) - **500,000,000 Class A ordinary shares** are authorized; **767,250** were issued and outstanding (excluding **20,125,000** subject to redemption) as of June 30, 2025[93](index=93&type=chunk) - **50,000,000 Class B ordinary shares** are authorized; **7,069,913** were issued and outstanding to the Sponsor as of June 30, 2025[94](index=94&type=chunk)[95](index=95&type=chunk) - Class B ordinary shares automatically convert into Class A ordinary shares on a one-for-one basis upon Business Combination, subject to adjustment[97](index=97&type=chunk) - Prior to a Business Combination, only Class B ordinary shareholders can vote on director appointments and changes in jurisdiction[98](index=98&type=chunk) [Note 9 — Fair Value Measurements](index=29&type=section&id=Note%209%20%E2%80%94%20Fair%20Value%20Measurements) Describes fair value measurement of Trust Account marketable securities, valued at **$201,571,137** as of June 30, 2025, classified as Level 1 - Marketable securities held in the Trust Account were valued at **$201,571,137** as of June 30, 2025[100](index=100&type=chunk) - The fair value of these securities is classified within Level 1 of the fair value hierarchy, based on dividend and interest income and market fluctuations[101](index=101&type=chunk) Fair Value Hierarchy as of June 30, 2025 | As of June 30, 2025 | (Level 1) | (Level 2) | (Level 3) | | :--- | :--- | :--- | :--- | | Assets: | | | | | Treasury Trust Funds held in Trust Account | $201,571,137 | $ — | $ — | [Note 10 — Subsequent Events](index=29&type=section&id=Note%2010%20%E2%80%94%20Subsequent%20Events) Evaluated post-June 30, 2025 events, noting separate trading of Class A ordinary shares and Share Rights from Units, commencing August 4, 2025 - On July 31, 2025, the Company announced that, commencing on August 4, 2025, holders of Units may elect to separately trade the Class A ordinary shares and Share Rights[104](index=104&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.](index=30&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations.) Overview of financial condition and operations, detailing IPO/private placement proceeds, Trust Account allocation, liquidity, operating expenses, and net income - The Company is a blank check company formed to effect an initial Business Combination, using proceeds from its IPO and Private Placement[108](index=108&type=chunk) - As of June 30, 2025, the Company had **$1,235,432** in cash and working capital of **$1,269,573**[110](index=110&type=chunk) - For the three months ended June 30, 2025, the Company reported net income of **$245,414**, primarily from dividend and interest income[120](index=120&type=chunk) - For the period from inception (February 10, 2025) through June 30, 2025, net income was **$183,628**[121](index=121&type=chunk) - A total of **$201,250,000** from the IPO and Private Placement proceeds was placed in the Trust Account[118](index=118&type=chunk)[125](index=125&type=chunk) - The Company expects primary liquidity requirements for the first twelve months of its Combination Period to include approximately **$225,000** for business combination expenses, **$200,000** for regulatory reporting, **$85,000** for Nasdaq fees, **$60,000** for administrative services, **$400,000** for D&O insurance, and **$180,000** for general working capital[130](index=130&type=chunk) [Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk.](index=36&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20Regarding%20Market%20Risk.) As a smaller reporting company, Blue Acquisition Corp. is not required to provide market risk disclosures in this report - The Company is a smaller reporting company and is not required to provide market risk disclosures[142](index=142&type=chunk) [Item 4. Controls and Procedures.](index=36&type=section&id=Item%204.%20Controls%20and%20Procedures.) Disclosure controls and procedures were ineffective as of June 30, 2025, due to a material weakness in internal controls, with a remediation plan underway - Disclosure controls and procedures were not effective as of June 30, 2025[143](index=143&type=chunk) - A material weakness exists in internal controls over financial reporting due to a lack of properly designed, implemented, and effectively operating controls[144](index=144&type=chunk) - Management plans to remediate this weakness by designing a formal control environment, accounting policies, procedures, and controls, and by utilizing third-party professionals for complex accounting applications[144](index=144&type=chunk) PART II – OTHER INFORMATION [Item 1. Legal Proceedings.](index=38&type=section&id=Item%201.%20Legal%20Proceedings.) No material litigation is currently pending against Blue Acquisition Corp. or its officers and directors - No material litigation is currently pending against the Company, its officers, or directors[149](index=149&type=chunk) [Item 1A. Risk Factors.](index=38&type=section&id=Item%201A.%20Risk%20Factors.) Highlights key risks: internal control weakness, trade policy impact on Business Combination, extension risks, and potential IPO agreement amendments - The Company has identified a material weakness in its internal control over financial reporting, which could adversely affect investor confidence and financial reporting accuracy[151](index=151&type=chunk)[152](index=152&type=chunk) - Changes in international trade policies, tariffs, and treaties may materially and adversely affect the search for a Business Combination target or the performance of a post-Business Combination company[153](index=153&type=chunk)[155](index=155&type=chunk)[156](index=156&type=chunk) - Seeking to extend the Combination Period could reduce the amount held in the Trust Account and adversely affect the Company[157](index=157&type=chunk) - There is no assurance that the share price of the post-Business Combination company will be greater than the Redemption Price of Public Shares[158](index=158&type=chunk)[159](index=159&type=chunk) - Certain agreements related to the Initial Public Offering may be amended or waived without shareholder approval, potentially benefiting initial shareholders, the Sponsor, officers, and/or directors[160](index=160&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.](index=40&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds.) No unregistered equity sales occurred; IPO and Private Placement proceeds use remains consistent with IPO Registration Statement - No unregistered sales of equity securities occurred during the quarterly period[161](index=161&type=chunk) - There has been no material change in the planned use of proceeds from the Initial Public Offering and Private Placement[163](index=163&type=chunk) [Item 3. Defaults Upon Senior Securities.](index=40&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities.) The Company reported no defaults upon senior securities during the period - No defaults upon senior securities were reported[165](index=165&type=chunk) [Item 4. Mine Safety Disclosures.](index=40&type=section&id=Item%204.%20Mine%20Safety%20Disclosures.) This item is not applicable to Blue Acquisition Corp - Mine Safety Disclosures are not applicable to the Company[166](index=166&type=chunk) [Item 5. Other Information.](index=40&type=section&id=Item%205.%20Other%20Information.) No Rule 10b5-1 or non-Rule 10b5-1 trading arrangements were adopted or terminated by directors or officers during the quarter - No Rule 10b5-1 or non-Rule 10b5-1 trading arrangements were adopted or terminated by directors or officers[167](index=167&type=chunk) [Item 6. Exhibits.](index=41&type=section&id=Item%206.%20Exhibits.) Lists filed or incorporated exhibits, including certifications from Principal Executive and Financial Officers, and Inline XBRL documents Exhibits List | Exhibit No. | Description | | :--- | :--- | | 31.1 | Certification of the Principal Executive Officer pursuant to Rules 13a-14(a) and 15(d)-14(a) under the Securities Exchange Act of 1934, as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* | | 31.2 | Certification of the Principal Financial Officer pursuant to Rules 13a-14(a) and 15(d)-14(a) under the Securities Exchange Act of 1934, as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* | | 32.1 | Certification of the Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002** | | 32.2 | Certification of the Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002** | | 101.INS | Inline XBRL Instance Document* | | 101.SCH | Inline XBRL Taxonomy Extension Schema Document* | | 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document.* | | 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document* | | 101.LAB | Inline XBRL Taxonomy Extension Labels Linkbase Document* | | 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document* | | 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).* | [SIGNATURES](index=42&type=section&id=SIGNATURES) The report was signed on August 12, 2025, by Ketan Seth, CEO, and David Bauer, CFO, on behalf of Blue Acquisition Corp - The report was signed by Ketan Seth, Chief Executive Officer, and David Bauer, Chief Financial Officer, on August 12, 2025[172](index=172&type=chunk)

IPO and Proceeds - The company completed its Initial Public Offering on June 16, 2025, raising gross proceeds of $201,250,000 from the sale of 20,125,000 Public Units at $10.00 per unit[117]. - A total of $201,250,000 from the IPO proceeds was placed in a U.S.-based trust account, with funds held in cash or invested in U.S. government treasury obligations[126]. - The company issued 592,250 Private Placement Units at $10.00 per unit, generating gross proceeds of $5,922,500 simultaneously with the IPO[119]. - The underwriters of the Initial Public Offering are entitled to a Deferred Fee of $0.35 per Public Unit, totaling $7,043,750, payable only upon completion of a Business Combination[135]. Financial Performance - The company reported a net loss of $61,786 for the period from February 10, 2025, to March 31, 2025, primarily due to formation and administrative expenses[122]. - As of March 31, 2025, the company had $70,030 in cash held outside the Trust Account, intended for identifying and evaluating target businesses[128]. - The company had deferred offering costs of $82,900 as of March 31, 2025, with no cash available for operations prior to the IPO[112]. - As of March 31, 2025, the company reported no long-term debt or liabilities[135]. Business Operations and Future Plans - The company has not engaged in any operations or generated revenues to date, with future income expected only after completing its initial Business Combination[121]. - The company expects to incur significant costs in pursuing its initial Business Combination, with no assurance of successful capital raising[112]. - The company may seek to extend the Combination Period, which would require shareholder approval and could affect its Nasdaq listing[113]. - The company may utilize Working Capital Loans from its Sponsor to cover operational costs prior to the initial Business Combination[130]. - The company expects primary liquidity requirements during the first twelve months of the Combination Period to include approximately $225,000 for legal, accounting, and other expenses related to business combinations[131]. - The company may need to obtain additional financing to complete its initial Business Combination if cash requirements exceed available funds from the Trust Account[133]. Administrative and Regulatory Matters - The company has an agreement to pay $5,000 per month for office space and administrative support, which will cease upon completion of the initial Business Combination[136]. - The Sponsor has agreed to loan the company up to $300,000 for Initial Public Offering expenses, with $26,089 borrowed as of March 31, 2025[137]. - Estimated legal and accounting fees related to regulatory reporting requirements are projected to be around $200,000[132]. - The company has not identified any critical accounting estimates as of March 31, 2025[140]. - Recent accounting pronouncements require additional disclosures regarding segment expenses and income tax rate reconciliations, effective for fiscal years beginning after December 15, 2023[141][142]. - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures[143].

As filed with the U.S. Securities and Exchange Commission on June 10, 2025. Registration No. 333-287281 Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Blue Acquisition Corp. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) Cayman Islands 6770 98-1855000 (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identi ...

AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Blue Acquisition Corp. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) Cayman Islands 6770 98-1855000 (Primary Standard Industrial Classification Code Number) As filed with the U.S. Securities and Exchange Commission on June 2, 2025. Registration No. 333-287281 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (I.R.S. Employer Identif ...

As filed with the U.S. Securities and Exchange Commission on May 14, 2025. Registration No. 333-[*] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Blue Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 6770 98-1855000 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) 1601 A ...