Blue Acquisition Corp. (Blue) and Blockfusion Digital Infrastructure, Inc. (Blockfusion) have entered into a Third Amendment to their Business Combination Agreement (BCA). The amendment introduces an earnout provision allowing for the issuance of up to 9,250,000 shares of Pubco Class A common stock to certain Blockfusion stockholders (Earnout Participants) based on meeting specific stock price thresholds within 36 months post-closing. The earnout shares are structured in five tranches, with targets ranging from $15.00 to $35.00 in Volume Weighted Average Price (VWAP) of Pubco Class A Common Stock. The amendment also reduces the size of the post-closing Pubco board of directors from nine members to seven. The parties also announced a non-binding letter of intent (LOI) for an anchor lease with a leading AI customer for up to 300 MW of critical IT capacity, anchored by 85 MW of guaranteed take-or-pay capacity over 15 years. Additionally, term sheets for a $175 million private placement of convertible notes and a non-redemption agreement for approximately $33 million of funds from Blue's trust account have been entered into. These financing arrangements are intended to support the initial campus build-out and capitalization of the combined company. Blockfusion is also advancing the expansion of its Niagara Falls campus, with an exclusivity agreement for additional land to support over 300 MW of total critical IT capacity.