Blue Acquisition Corp. Amends Merger Terms, Secures AI Lease & $175M Financing
Blue Acquisition Corp. and Blockfusion amended their Business Combination Agreement (BCA), adding an earnout provision for up to 9.25 million shares for Blockfusion stockholders and reducing the post-closing board size. Concurrently, Blockfusion announced a non-binding letter of intent for an anchor lease with a leading AI customer for up to 300 MW of IT capacity, including 85 MW guaranteed take-or-pay capacity over 15 years, potentially generating $2.8 billion in revenue. The company also secured a non-binding term sheet for $175 million in convertible note financing and a non-redemption agreement for $33 million, aimed at supporting initial campus build-out and capitalization. These developments are intended to strengthen the investment thesis for the proposed business combination, positioning Blockfusion as a scaled AI infrastructure platform.
Key Highlights
- Third Amendment to BCA adds earnout provision for up to 9,250,000 Pubco Class A common shares.
- Post-closing Pubco board of directors decreased from 9 members to 7 members.
- Non-binding LOI for anchor lease with AI customer for up to 300 MW critical IT capacity.
- Anchor lease includes 85 MW of guaranteed take-or-pay capacity over a 15-year initial term.
- Estimated potential aggregate lease revenue of approximately $2.8 billion over 15 years from 85 MW capacity.
- Non-binding term sheet for $175 million private placement of convertible notes.
- Non-redemption agreement for approximately $33 million of Blue's trust account funds.
- Blockfusion advancing expansion of Niagara Falls campus to support over 300 MW IT capacity.
Price Impact
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