Monitor for the shareholder vote date and redemption levels, which will determine the cash available post-close. The November 30, 2026 outside date is approaching — any further extension or termination filing would be a material event.
Price Chart
Executive Summary
Blue Acquisition Corp. (BACC) filed a Sixth Amendment to its Business Combination Agreement with Blockfusion Digital Infrastructure, increasing the maximum earnout shares to 15,000,000 with VWAP-based price targets of $13.00, $15.00, and $17.00 per share, and replacing the existing CoreWeave Warrant with a new Pubco warrant exercisable for 2,870,813 shares at $7.4643 per share. This is a routine amendment to an ongoing SPAC merger, adjusting earnout mechanics and warrant treatment without changing the overall deal economics.
Key Financial Metrics
Key Facts
- Maximum earnout shares increased to 15,000,000, with one-third (5,000,000) issuable upon achieving each of three VWAP targets: $13.00, $15.00, and $17.00 per share.
- CoreWeave Warrant to purchase 2,786,624 shares of Blockfusion Series A common stock at $7.6898/share will be cancelled at closing and replaced with a Pubco warrant for 2,870,813 shares of Pubco Class A common stock at $7.4643/share.
- This is the sixth amendment to the Business Combination Agreement since November 2025, with the outside date for closing extended to November 30, 2026 per the Fifth Amendment.
- The amendment also excludes the CoreWeave Warrant from the calculation of Fully-Diluted Company Shares for determining the exchange ratio.
- The deal remains subject to shareholder approval and other closing conditions.
Financial Impact
No change to overall deal value; earnout structure revised with higher share count (15M vs prior undisclosed) and adjusted price targets; warrant replacement is neutral as it swaps one dilutive instrument for another with slightly different terms.
Risk Factors
- Deal may not close by November 30, 2026 outside date, risking termination.
- High redemption levels could leave insufficient cash for Blockfusion's operations post-close.
- Earnout targets ($13-$17/share) may be difficult to achieve if the combined company's stock underperforms.
Investment Themes
Documents Analyzed
This report is based on 5 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 425 Filing (Primary) | 0001185185-26-004185 |
| Document: baccex2-1.htm | 0001185185-26-004185 |
| Document: 0001185185-26-004185-index-headers.html | 0001185185-26-004185 |
| Document: 0001185185-26-004185-index.html | 0001185185-26-004185 |
| Document: 0001185185-26-004185.txt | 0001185185-26-004185 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 23, 2026 4d ago | DEFM14A | $10.46 | awaiting T+5 | — | $10.47 (+0.05%) |
Sep 25, 2026 4w ago | 425 | $10.50 $10.49 | ▼ −0.05% | ▲ +0.17% | $10.47 (−0.29%) |
Sep 25, 2026 4w ago | 8-K | $10.50 $10.49 | ▼ −0.05% | ▲ +0.17% | $10.47 (−0.29%) |
Sep 21, 2026 5w ago | 425 | $10.50 $10.48 | ▼ −0.19% | ▲ +1.00% | $10.47 (−0.33%) |
Sep 21, 2026 5w ago | 8-K | $10.50 $10.48 | ▼ −0.19% | ▲ +1.00% | $10.47 (−0.33%) |
Sep 16, 2026 5w ago | 425 | $10.60 $10.50 | ▼ −0.94% | ▼ −1.79% | $10.47 (−1.27%) |
Sep 2, 2026 7w ago | 425 | $10.49 $10.50 | ▲ +0.10% | ▲ +1.24% | $10.47 (−0.24%) |
Sep 2, 2026 7w ago | 8-K | $10.49 $10.50 | ▲ +0.10% | ▲ +1.24% | $10.47 (−0.24%) |
Jun 30, 2026 17w ago | 425 | $10.60 $10.91 | ▲ +2.92% | ▲ +2.32% | $10.47 (−1.27%) |
Jun 30, 2026 17w ago | 8-K | $10.60 $10.91 | ▲ +2.92% | ▲ +2.32% | $10.47 (−1.27%) |
US Market Status
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