Blue Acquisition entered into a Third Amendment to its Business Combination Agreement with Blockfusion and Pubco. The amendment introduces an earnout of up to 9,250,000 Pubco Class A shares to be issued in five tranches if share-price targets are met within 36 months post-close, with 10% of earned shares permitted for third parties aiding Blockfusion's AI/HPC transition. It also reduces Pubco's post-close board from nine to seven members. All other terms of the merger agreement remain unchanged.
Agreement details:
- Agreement type: Third Amendment to Business Combination Agreement (SPAC merger)
- Counterparty: Blockfusion, Pubco and related merger subsidiaries
- Signed / Effective: Jun 30 2026 / same
- Duration / Termination: Until Closing of Business Combination
- Reason: Align incentives and governance for planned merger and AI/HPC pivot
Original SEC Filing:
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