Blue Acquisition BACC

Blue Acquisition Corp is a blank check company formed to effect a Business Combination with one or more businesses. The company has generated no operating revenues to date and does not expect to generate operating revenues until it consummates its initial Business Combination. Its efforts have been limited to organizational activities, activities related to its Initial Public Offering, and searching for and consummating a Business Combination, including the Blockfusion Business Combination.

Blue Acquisition Corp generates no revenue as it has not yet completed a Business Combination. The company raised capital through an Initial Public Offering and a private placement to fund its search for a target business and to consummate a Business Combination. Gross proceeds from the Initial Public Offering totaled $201,250,000 and gross proceeds from the Private Placement totaled $5,922,500, with all proceeds placed in a Trust Account maintained by Continental as trustee.

Blue Acquisition Corp operates through the following segments:

• Blockfusion Business Combination: This segment represents the proposed merger with Blockfusion, Pubco, and the Merger Subs pursuant to the Blockfusion Business Combination Agreement. The agreement outlines the structure under which Blue Acquisition Corp and Blockfusion will become wholly-owned subsidiaries of Pubco, with Pubco becoming a publicly traded company. The consideration to be delivered to Blockfusion security holders upon closing is $450 million in newly issued shares of Pubco Common Stock.

• Transaction Financings: This segment involves efforts to secure additional financing to support the Blockfusion Business Combination, including commitments for equity, debt, or other capital-raising transactions. The company and Blockfusion have agreed to use commercially reasonable efforts to enter into written agreements for Transaction Financings with aggregate proceeds of at least $100 million. Transaction Financing is defined as a capital raising transaction structured as one or a combination of common equity, preferred equity, convertible equity, debt, non-redemption or backstop arrangements, committed equity facilities, debt facilities, or other sources of cash or cash equivalents.

• Trust Account Management: This segment covers the administration of funds held in trust for the benefit of public shareholders pending a Business Combination. A total of $201,250,000 from the Initial Public Offering and $5,922,500 from the Private Placement was placed in the Trust Account. The Trust Account is maintained by Continental acting as trustee, and funds may be used to pay consideration in a Business Combination or for redemptions if shareholders vote against the transaction.

Blue Acquisition Corp operates in the blank check or special purpose acquisition company (SPAC) industry, competing with other SPACs, private equity firms, and investment vehicles seeking to take private companies public. Its competitive advantage lies in the experience of its management team, which has over ten years of deal-making experience in the technology sector and data centers space, and its access to a network of industry leaders in sustainable manufacturing, energy co-production, and water and waste management.

Blue Acquisition Corp's customer base consists of investors who purchased its Public Units in the Initial Public Offering and participants in the Private Placement. The company sold 20,125,000 Public Units, including 2,625,000 Option Units, at $10.00 per unit, and 592,250 Private Placement Units to its Sponsor, BTIG, and Roberts & Ryan at the same price.