Blue Acquisition Corp/Cayman
For the period ended Sep 30, 2026. Filed Nov 12, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 12, 2026
BACC$10.50+0.1%Stored close · as of Nov 12, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-08-11.
0001185185-26-003399
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-12.
0001185185-26-005322
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 66 previous paragraphs and 72 current paragraphs.
50 unchanged; 11 reworded; 10 added; 5 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (10)
Current report
On July 31, 2026, we entered into the Blockfusion BCA Fourth Amendment with (i) Blockfusion, (ii) Pubco and (iii) the Merger Subs, which amends the Blockfusion BCA to extend the Outside Date to September 21, 2026.
Current report
On September 2, 2026, we entered into the Blockfusion BCA Fifth Amendment with (i) Blockfusion, (ii) Pubco and (iii) the Merger Subs, which amends the Blockfusion BCA to extend the Outside Date to November 30, 2026.
Current report
On September 21, 2026, we entered into the Blockfusion BCA Sixth Amendment with (i) Blockfusion, (ii) Pubco and (iii) the Merger Subs, which amends the BCA to (i) revise the earnout terms set forth in the BCA to increase the maximum number of the Earnout Shares issuable to the Earnout Participants upon satisfaction of certain post-closing trading price-based conditions to 15,000,000 shares and adjust the aforementioned conditions to common stock VWAPs (measured over 20 of 30 trading days) of $13.00/share, $15.00/share and $17.00/share, respectively, with one-third (1/3) of the Earnout Shares to be delivered to Earnout Participants upon achievement of each of such thresholds; (ii) exclude that certain Series A Common Stock Purchase Warrant, dated as of September 4, 2026, issued by Blockfusion to CoreWeave, Inc. to purchase 2,786,624 shares of Blockfusion’s Series A common stock at an initial exercise price of $7.6898 per share (the “CoreWeave Warrant”), from certain definitions and calculations under the terms of the BCA, including the calculation of “Fully-Diluted Company Shares,” for purposes of determining the number of Pubco shares received at Closing in respect of each then-outstanding Blockfusion share, as agreed between the parties; (iii) amend certain provisions of the BCA to reflect the automatic cancellation of the CoreWeave Warrant immediately prior to the Effective Time and the issuance by Pubco to the holder thereof of a warrant to purchase shares of Pubco Class A Common Stock, exercisable for 2,870,813 shares of Pubco Class A Common Stock at an initial exercise price of $7.4643 per share, subject to adjustment; and (iv) to amend, add or delete certain defined terms in respect of the foregoing.
Current report
On October 22, 2026, the SEC declared the Blockfusion Registration Statement effective. On October 23, 2026, Blockfusion and Pubco filed the Blockfusion Final Prospectus and we filed the Company Definitive Proxy Statement and commenced mailing the same to our shareholders in connection with the our extraordinary general meeting to be held on November 17, 2026, relating to the Blockfusion Business Combination.
Current report
From time to time we may receive inquiries from local, state, and/or federal regulators and quasi-regulatory authorities. For example, on October 13, 2026, we received an inquiry from the SEC asking for information to be provided to the SEC on a voluntary basis regarding a former officer and another individual no longer associated with our Company. We intend to provide responsive documents to the SEC on a voluntary basis.
Current report
On November 3, 2026, we issued an unsecured promissory note (the “Note”) to Dario Dino Ferrari, a member of our board of directors, in total principal amount of $50,000. The proceeds of the Note, which may be drawn from time to time prior to the Maturity Date (as defined below), will be used by us for working capital purposes. The Note bears no interest and is due and payable upon the earlier of (i) the consummation of our initial Business Combination and (ii) the date of our liquidation (such earlier date, the “Maturity Date”).
Current report
We generated net income of $1,006,070 for the three months ended September 30, 2026. Net income is comprised of $1,912,331 income earned on cash and marketable securities held in the Trust Account and $1,755 interest income on the operating account, offset by $151,378 formation, general and administrative expenses, $701,250 of legal and accounting expenses, $15,000 of administrative services fee - related party, $21,484 listing fees, and $18,904 insurance expense.
Current report
We generated net income of $3,060,675 for the nine months ended September 30, 2026. Net income is comprised of $5,556,759 income earned on cash and marketable securities held in the Trust Account and $9,589 interest income on the operating account, offset by $249,494 formation, general and administrative expenses, $2,091,567 of legal and accounting expenses, $45,000 of administrative services fee - related party, $63,516 listing fees, and $56,096 insurance expense.
Current report
We generated net income of $1,879,085 for the three months ended September 30, 2025. Net income is comprised of $2,106,133 income earned on cash and marketable securities held in the Trust Account and $12,350 interest income on the operating account, offset by $79,150 formation, general and administrative expenses, $98,956 of legal and accounting expenses, $15,500 of administrative services fee - related party, $26,888 listing fees, and $18,904 insurance expense.
Current report
We generated net income of $2,062,713 for the period from February 10, 2025 (inception) through September 30, 2025. Net income was comprised of $2,427,270 income earned on cash and marketable securities held in the Trust Account and $13,089 interest income on the operating account, offset by $194,790 formation, general and administrative expenses, $115,738 of legal and accounting expenses, $17,833 of administrative services fee - related party, $26,888 listing fees, and $22,397 insurance expense.
Removed paragraphs (5)
Previous report
On July 31, 2026, we entered into the Blockfusion BCA Forth Amendment with (i) Blockfusion, (ii) Pubco and (iii) the Merger Subs, which amends the Blockfusion BCA to extend the Outside Date.
Previous report
We generated net income of $940,441 for the three months ended June 30, 2026. Net income is comprised of $1,836,231 income earned on cash and marketable securities held in the Trust Account and $2,983 interest income on the operating account, offset by $89,608 formation, general and administrative expenses, $754,216 of legal and accounting expenses, $15,000 of administrative services fee – related party, $21,250 listing fees, and $18,699 insurance expense.
Previous report
We generated net income of $2,054,605 for the six months ended June 30, 2026. Net income is comprised of $3,644,428 income earned on cash and marketable securities held in the Trust Account and $7,834 interest income on the operating account, offset by $98,115 formation, general and administrative expenses, $1,390,317 of legal and accounting expenses, $30,000 of administrative services fee – related party, $42,033 listing fees, and $37,192 insurance expense.
Previous report
We generated net income of $245,414 for the three months ended June 30, 2025. Net income is comprised of $321,137 income earned on cash and marketable securities held in the Trust Account and $709 interest income on the operating account, offset by $53,824 formation, general and administrative expenses, $16,782 of legal and accounting expenses, $2,333 of administrative services fee – related party, and $3,493 insurance expense.
Previous report
We generated net income of $183,628 for the period from February 10, 2025 (inception) through June 30, 2025. Net income was comprised of $321,137 income earned on cash and marketable securities held in the Trust Account and $739 interest income on the operating account, offset by $115,640 formation, general and administrative expenses, $16,782 of legal and accounting expenses, $2,333 of administrative services fee – related party, and $3,493 insurance expense.
Reworded paragraphs (11)
Previous wording
For a full description of the Blockfusion BCA and the proposed Blockfusion Business Combination, please see Item 1. “Business” in the 2025 Annual Report and the Blockfusion Registration Statement.
Current wording
For a full description of the Blockfusion BCA and the proposed Blockfusion Business Combination, please see Item 1. “Business” in the 2025 Annual Report, the Blockfusion Registration Statement, the Blockfusion Final Prospectus and the Company Definitive Proxy Statement.
Previous wording
As of June 30, 2026 and December 31, 2025, we had $201,861 and $560,813 of cash in our operating account, respectively. As of June 30, 2026 and December 31, 2025, we had a working capital deficit of $1,971,934 and $415,809, respectively. As of June 30, 2026 and December 31, 2025, $8,036,528 and $4,392,100, respectively, of the amount earned on funds held in the Trust Account was available to pay taxes, if any.
Current wording
As of September 30, 2026, and December 31, 2025, we had $76,236 and $560,813 of cash in our operating account, respectively. As of September 30, 2026, and December 31, 2025, we had a working capital deficit of $2,878,196 and $415,809, respectively. As of September 30, 2026, and December 31, 2025, $9,948,859 and $4,392,100, respectively, of the amount earned on funds held in the Trust Account was available to pay taxes, if any.
Previous wording
As of June 30, 2026 and December 31, 2025, we had marketable securities held in the Trust Account of $209,286,528 and $205,642,100, respectively (including $8,036,528 and $4,392,100 of interest income, respectively). We may withdraw interest from the Trust Account to pay taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (which interest shall be net of taxes payable, if any, and exclude the Deferred Fee), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
Current wording
As of September 30, 2026, and December 31, 2025, we had marketable securities held in the Trust Account of $211,198,859 and $205,642,100, respectively (including $9,948,859 and $4,392,100 of interest income, respectively). We may withdraw interest from the Trust Account to pay taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (which interest shall be net of taxes payable, if any, and exclude the Deferred Fee), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
Previous wording
As of June 30, 2026 and December 31, 2025, we had cash held outside of the Trust Account of $201,861 and $560,813, respectively. We use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants, or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.
Current wording
As of September 30, 2026, and December 31, 2025, we had cash held outside of the Trust Account of $76,236 and $560,813, respectively. We use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants, or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.
Previous wording
If our estimates of the costs of undertaking in-depth due diligence and negotiating our initial Business Combination is less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial Business Combination. Moreover, we may need to obtain additional financing either to consummate our initial Business Combination or because we become obligated to redeem a significant number of our Public Shares upon consummation of our initial Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, we would only consummate such financing simultaneously with the consummation of our initial Business Combination. Following our initial Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.
Current wording
If our estimates of the costs of undertaking in-depth due diligence and negotiating our initial Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial Business Combination. Moreover, we may need to obtain additional financing either to consummate our initial Business Combination or because we become obligated to redeem a significant number of our Public Shares upon consummation of our initial Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, we would only consummate such financing simultaneously with the consummation of our initial Business Combination. Following our initial Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.
Previous wording
Commencing on June 13, 2025, and until the completion of our Business Combination or liquidation, we reimburse BHM, the managing member of the Sponsor $5,000 per month for office space, utilities, and secretarial and administrative support pursuant to the Administrative Services Agreement. For the three and six months ended June 30, 2026, we recorded $15,000 and $30,000, respectively to administrative services fee – related party on the unaudited condensed statements of operations included in this Report under Item 1. “Financial Statements.” Comparatively for the three months ended June 30, 2025 and for the period from February 10, 2025 (inception) through June 30, 2025, we recorded $2,333 and $2,333, respectively, to administrative services fee – related party on the unaudited condensed statements of operations included in this Report under Item 1. “Financial Statements.” As of June 30, 2026 and December 31, 2025, we had an outstanding balance of $0 and $5,000, respectively, recorded to administrative services fee payable – related party on the unaudited condensed statements of operations included in this Report under Item 1. “Financial Statements.”
Current wording
Commencing on June 13, 2025, and until the completion of our Business Combination or liquidation, we reimburse BHM, the managing member of the Sponsor $5,000 per month for office space, utilities, and secretarial and administrative support pursuant to the Administrative Services Agreement. For the three and nine months ended September 30, 2026, we recorded $15,000 and $45,000, respectively to administrative services fee - related party on the unaudited condensed statements of operations included in this Report under Item 1. “Financial Statements.” Comparatively for the three months ended September 30, 2025, and for the period from February 10, 2025 (inception) through September 30, 2025, we recorded $15,500 and $17,833, respectively, to administrative services fee - related party on the unaudited condensed statements of operations included in this Report under Item 1. “Financial Statements.” As of September 30, 2026, and December 31, 2025, we had an outstanding balance of $0 and $5,000, respectively, recorded to administrative services fee payable - related party on the unaudited condensed balance sheets included in this Report under Item 1. “Financial Statements.”
Previous wording
The Underwriters were paid a cash underwriting discount of $2.00% of the gross proceeds of the Public Units offered in the Initial Public Offering, or $4,025,000 in the aggregate, which was payable upon the closing of the Initial Public Offering. Additionally, the Underwriters are entitled to the Deferred Fee of 3.50% of the gross proceeds of the base Initial Public Offering held in the Trust Account, which equates to $7,043,750 in the aggregate following the full exercise of the Over-Allotment Option and is payable to the Underwriters, upon the completion of the initial Business Combination subject to the terms of the Underwriting Agreement.
Current wording
The Underwriters were paid a cash underwriting discount of 2.00% of the gross proceeds of the Public Units offered in the Initial Public Offering, or $4,025,000 in the aggregate, which was payable upon the closing of the Initial Public Offering. Additionally, the Underwriters are entitled to the Deferred Fee of 3.50% of the gross proceeds of the base Initial Public Offering held in the Trust Account, which equates to $7,043,750 in the aggregate following the full exercise of the Over-Allotment Option and is payable to the Underwriters, upon the completion of the initial Business Combination subject to the terms of the Underwriting Agreement.
Previous wording
We issued to the Underwriters and/or their designees 175,000 Ordinary Shares upon the consummation of the Initial Public Offering. The Underwriters (and any of their designees to whom the Representative Shares are issued) agreed not to transfer, assign or sell any such shares without our prior consent until the completion of a Business Combination. In addition, the Representative Shares are deemed to be underwriting compensation by FINRA pursuant to FINRA Rule 5110 and are, accordingly, subject to certain transfer restrictions or a period of 180 days beginning on the date of commencement of sales of the Public Units in the Initial Public Offering.
Current wording
We issued to the Underwriters and/or their designees 175,000 Ordinary Shares upon the consummation of the Initial Public Offering. The Underwriters (and any of their designees to whom the Representative Shares are issued) agreed not to transfer, assign or sell any such shares without our prior consent until the completion of a Business Combination. In addition, the Representative Shares are deemed to be underwriting compensation by FINRA pursuant to FINRA Rule 5110 and are, accordingly, subject to certain transfer restrictions for a period of 180 days beginning on the date of commencement of sales of the Public Units in the Initial Public Offering.
Previous wording
For the six months ended June 30, 2026 and for the period from February 10, 2025 (inception) through June 30, 2025, we made payments on behalf of a related party totaling $9,718 and $0, respectively in connection with the Blockfusion Business Combination. For the three months ended June 30, 2026 and 2025, we made payments on behalf of a related party totaling $2,783 and $0, respectively. The balance of the amounts due from such related party are $9,718 and $15,410 as of June 30, 2026 and December 31, 2025. The amount outstanding as of December 31, 2025 includes $10,321 recorded as an overpayment for the IPO Promissory Note balance at the closing of the Initial Public Offering, which the Sponsor repaid as of June 30, 2026.
Current wording
For the nine months ended September 30, 2026, and for the period from February 10, 2025 (inception) through September 30, 2025, we made payments on behalf of a related party totaling $9,718 and $0, respectively, in connection with the Blockfusion Business Combination. For the three months ended September 30, 2026, and 2025, we made payments on behalf of a related party totaling $0 and $0, respectively. The balance of the amounts due from such related party are $9,718 and $15,410 as of September 30, 2026, and December 31, 2025, respectively. The amount outstanding as of December 31, 2025, includes $10,321 recorded as an overpayment for the IPO Promissory Note balance at the closing of the Initial Public Offering, which the Sponsor repaid as of September 30, 2026.
Previous wording
Furthermore, pursuant to the Letter Agreement, our Sponsor, directors and officers and a certain advisor have agreed that: (x) the Founder Shares shall be subject to a transfer restrictions of the earlier of (i) six months after the completion of our initial Business Combination or earlier if, subsequent to our initial Business Combination, the closing price of the Class A Ordinary Shares equals or exceeds $15.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 30 days after our initial Business Combination and (ii) the date following the completion of our initial Business Combination on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property; (y) the Private Placement Units (including their underlying securities) shall be subject to transfer restriction until 30 days after the completion of our initial Business Combination; and (z) any Units, Rights, Ordinary Shares or any other securities convertible into, or exercisable or exchangeable for, any Units, Ordinary Shares, Founder Shares or Rights were subject to transfer restriction for 180 days following the filing of the prospectus for the Initial Public Offering.
Current wording
Furthermore, pursuant to the Letter Agreement, our Sponsor, directors and officers and a certain advisor have agreed that: (x) the Founder Shares shall be subject to transfer restrictions of the earlier of (i) six months after the completion of our initial Business Combination or earlier if, subsequent to our initial Business Combination, the closing price of the Class A Ordinary Shares equals or exceeds $15.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 30 days after our initial Business Combination and (ii) the date following the completion of our initial Business Combination on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property; (y) the Private Placement Units (including their underlying securities) shall be subject to transfer restriction until 30 days after the completion of our initial Business Combination; and (z) any Units, Rights, Ordinary Shares or any other securities convertible into, or exercisable or exchangeable for, any Units, Ordinary Shares, Founder Shares or Rights were subject to transfer restriction for 180 days following the filing of the prospectus for the Initial Public Offering.
Previous wording
In December 2023, the FASB issued ASU Topic 2023-09, “Improvements to Income Tax Disclosures” (“ASU 2023-09”), which provides for additional disclosures primarily related to the income tax rate reconciliations and income taxes paid. ASU 2023-09 requires entities to annually disclose the income tax rate reconciliation using both amounts and percentages, considering several categories of reconciling items, including state and local income taxes, foreign tax effects, tax credits and non-taxable or non-deductible items, among others. Disclosure of the reconciling items is subject to a quantitative threshold and disaggregation by nature and jurisdiction. ASU 2023-09 also requires entities to disclose net income taxes paid or received to federal, state and foreign jurisdictions, as well as by individual jurisdiction, subject to a five percent quantitative threshold. ASU 2023-09 may be adopted on a prospective or retrospective basis and is effective for fiscal years beginning after December 15, 2024, and for interim periods for fiscal years beginning after December 15, 2025, with early adoption permitted. As a Cayman Island exempted company, we do not believe ASU 2023-09 will have a significant impact on our financial position, results of operations or cash flows. However, we would need to evaluate its impact in the event we become domiciled in the United States following our initial Business Combination.
Current wording
In December 2023, the FASB issued ASU Topic 2023-09, “Improvements to Income Tax Disclosures” (“ASU 2023-09”), which provides for additional disclosures primarily related to the income tax rate reconciliations and income taxes paid. ASU 2023-09 requires entities to annually disclose the income tax rate reconciliation using both amounts and percentages, considering several categories of reconciling items, including state and local income taxes, foreign tax effects, tax credits and non-taxable or non-deductible items, among others. Disclosure of the reconciling items is subject to a quantitative threshold and disaggregation by nature and jurisdiction. ASU 2023-09 also requires entities to disclose net income taxes paid or received to federal, state and foreign jurisdictions, as well as by individual jurisdiction, subject to a five percent quantitative threshold. ASU 2023-09 may be adopted on a prospective or retrospective basis and is effective for fiscal years beginning after December 15, 2024, and for interim periods for fiscal years beginning after December 15, 2025, with early adoption permitted. As a Cayman Islands exempted company, we do not believe ASU 2023-09 will have a significant impact on our financial position, results of operations or cash flows. However, we would need to evaluate its impact in the event we become domiciled in the United States following our initial Business Combination.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.