As filed with the U.S. Securities and Exchange Commission on December 5, 2025.

Registration No. 333-[_]

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

BLOCKFUSION DATA CENTERS, INC.

Co-registrant is listed on the following page

(Exact name of registrant as specified in its charter)

447 Broadway, 2nd Floor, #538

New York, NY 10013

(212) 561-1200

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Robert Scott

447 Broadway, 2nd Floor, #538

New York, NY 10013

(212) 561-1200

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective and after all conditions under the Business Combination Agreement to consummate the proposed merger are satisfied or waived.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

TABLE OF CO-REGISTRANT

Blockfusion USA, Inc.

447 Broadway, 2nd Floor, #538

New York, NY 10013

(212) 561-1200

Robert Scott

447 Broadway, 2nd Floor, #538

New York, NY 10013

(212) 561-1200

The information in this preliminary proxy statement/prospectus is not complete and may be changed. These securities may not be issued until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and does not constitute the solicitation of offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROXY STATEMENT/PROSPECTUS — SUBJECT TO COMPLETION,
DATED DECEMBER 5, 2025

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
OF BLUE ACQUISITION CORP. 
AND
PROSPECTUS FOR UP TO 84,508,200 SHARES OF CLASS A COMMON STOCK

OF BLOCKFUSION DATA CENTERS, INC.

To the Shareholders of Blue Acquisition Corp.:

You are cordially invited to attend the extraordinary general meeting of shareholders (the “Blue Extraordinary General Meeting”) of Blue Acquisition Corp. (“Blue”), which will be held at [_] a.m., Eastern Time, on [_], 202[_]. The Board of Directors of Blue (the “Blue Board”) has determined to convene and conduct the Blue Extraordinary General Meeting in a virtual meeting format at www.cstproxy.com/[_]. For the purposes of Blue’s Amended and Restated Memorandum and Articles of Association (the “Current Charter”), the Blue Extraordinary General Meeting may also be attended in person at the offices of Ellenoff Grossman & Schole LLP located at 1345 Avenue of the Americas, 11th Floor, New York, NY 10105. The accompanying proxy statement/prospectus includes instructions on how to access the virtual Blue Extraordinary General Meeting and how to listen and vote from home or any remote location with internet connectivity. You or your proxy holder will be able to attend and vote at the Blue Extraordinary General Meeting by visiting www.cstproxy.com/[_] and using a control number assigned by Continental Stock Transfer & Trust Company and printed on your proxy card. To register and receive access to the Blue Extraordinary General Meeting, registered shareholders and beneficial shareholders (those holding shares through a stock brokerage account or by a bank or other holder of record) of Blue will need to follow the instructions applicable to them provided in the accompanying proxy statement/prospectus.

On November 19, 2025, Blue entered into a Business Combination Agreement (as it may be amended or supplemented from time to time, the “Business Combination Agreement”) with (i) Blockfusion Data Centers, Inc., a Delaware corporation (“Pubco”), (ii) Atlas I Merger Sub, a Cayman Islands exempted company and wholly-owned subsidiary of Pubco (“Blue Merger Sub”), (iii) Atlas Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Pubco (“Company Merger Sub” and together with Blue Merger Sub, the “Merger Subs”) and (iv) Blockfusion USA, Inc., a Delaware corporation (“Blockfusion” or the “Company”) (all of the transactions (the “Transactions”) contemplated by the Business Combination Agreement and ancillary agreements entered into in connection therewith, including the issuances of securities thereunder, the “Business Combination”). A copy of the Business Combination Agreement is attached to the accompanying proxy statement/prospectus as Annex A. You are being asked to vote on the Business Combination and certain other related matters.

Pursuant to the Business Combination Agreement, and subject to the terms and conditions set forth therein, in connection with the consummation of the proposed Business Combination (the “Closing,” to occur on the “Closing Date”), among other things, (i) Blue Merger Sub will merge with and into Blue, with Blue continuing as the surviving entity and wholly-owned subsidiary of Pubco (the “Blue Merger”), as a result of which all of the Blue securities issued and outstanding as of immediately prior to the effective time of the Blue Merger will be cancelled and extinguished in exchange for the right to receive newly-issued securities of Pubco, as follows: (a) each Blue Class A ordinary share, par value $0.0001 per share (“Blue Class A Ordinary Share”) (including the Blue Class A Ordinary Shares issued upon conversion of each Blue Class B ordinary share, par value $0.0001 per share (“Blue Class B Ordinary Share”)) will be converted into the right to receive one newly-issued share of Pubco Class A common stock, par value $0.0001 per share (“Pubco Class A Common Stock”), and (b) Pubco will issue one share of Pubco Class A Common Stock for each Blue Class A Ordinary Shares into which each Blue share right (entitling holders thereof to the right to receive one-tenth (1/10^th) of one Blue Class A Ordinary Share) (“Blue Share Right”) outstanding as of immediately prior to the Effective Time would have been converted; and (ii) Company Merger Sub will merge with and into Blockfusion, with Blockfusion continuing as the surviving entity (the “Company Merger” and, together with the Blue Merger, the “Mergers”), and as a result of which each security of the Company outstanding as of immediately prior to the time of effectiveness of the Blue Merger and the Company Merger (the “Effective Time”) shall be cancelled in exchange for the right to receive substantially equivalent securities of Pubco, subject to certain adjustments, as applicable, and subject to the Exchange Ratio, as further described below. Prior, and as a condition, to the consummation of the Business Combination, of all of the outstanding shares of Blockfusion preferred stock will have been converted into shares of Company common stock (the “Preferred Conversion”) in accordance with the terms of the Business Combination Agreement and the Company’s governing documents then in effect. Shares of Blockfusion Series A common stock, par value $0.0001 per share (“Company Class A Common Stock”) outstanding as of immediately prior to the Effective Time will be exchanged in the Company Merger for newly-issued shares of Pubco Class A Common Stock, entitling holders thereof to one (1) vote per share. Shares of Blockfusion Series B common stock, par value $0.0001 per share (“Company Class B Common Stock”) outstanding as of immediately prior to the Effective Time will be exchanged in the Company Merger for newly-issued shares of Pubco Class B common stock, par value $0.0001 per share (“Pubco Class B Common Stock”), which shares of Pubco Class B Common Stock will have economic rights (including dividend and liquidation rights) identical to those of the Pubco Class A Common Stock, but the holders thereof will be entitled to 20 votes per share on all matters on which shares of Pubco Class B common stock are entitled to vote in accordance with the terms of the amended and restated certificate of incorporation of Pubco to be adopted in connection with the consummation of the Business Combination (the “Proposed Charter”). Additionally, in connection with the Company Merger, (1) each option to purchase shares of Company capital stock outstanding as of immediately prior to the Effective Time (“Company Options”) will be assumed by Pubco and converted into options to purchase shares of Pubco Class A Common Stock (“Assumed Options”) with substantially equivalent terms, subject to certain adjustments to exercise prices and the number of shares for which such Assumed Options may be exercised in accordance with the terms of the Business Combination Agreement; (2) each warrant to purchase shares of Company capital stock outstanding as of immediately prior to the Effective Time (“Company Warrants”) will be assumed by Pubco and converted into warrants to purchase shares of Pubco Class A Common Stock (“Assumed Warrants”) with substantially equivalent terms, subject to certain adjustments to exercise prices and the number of shares for which such Assumed Warrants may be exercised in accordance with the terms of the Business Combination; and (3) any other Company convertible securities (other than Company Options and Company Warrants), if not exercised or converted prior to the Effective Time, will be cancelled without consideration.

Upon the Closing, the consideration to be delivered to holders of Blockfusion securities as of immediately prior to the Effective Time (collectively, “Company Security Holders”) under the terms of the Business Combination Agreement, consisting of newly-issued shares of Pubco Class A Common Stock, Pubco Class B Common Stock, Assumed Options and Assumed Warrants, will have an aggregate value equal to Four Hundred and Fifty Million U.S. Dollars ($450,000,000) (the “Merger Consideration”). Pursuant to the terms of the Business Combination Agreement, each holder of shares of capital stock of the Company (each, a “Company Stockholder”) will, at the Closing, receive, in consideration for each share of Company common stock as of immediately prior to the Effective Time (after giving effect to the Preferred Conversion, but excluding treasury shares), a number of newly-issued Pubco shares determined based on an exchange ratio (the “Exchange Ratio”) equal to a quotient, (i) the numerator of which is equal to the Merger Consideration divided by the number of fully diluted Company shares, and (ii) the denominator of which is equal to the per share price at which each Public Share (as defined below) may be redeemed in connection with the Business Combination (the “Redemption Price”), with holders of Company Class B Common Stock receiving shares of Pubco Class B Common Stock and holders of shares of Company Class A Common Stock receiving shares of Pubco Class A Common Stock.

The Business Combination Agreement also contains a closing condition, waivable by Blockfusion, that, at the Closing, aggregate cash and cash equivalents equal to or greater than $75.0 million be delivered to Pubco, after satisfaction of all required payments from the trust account (the “Trust Account”) established at the time of Blue’s initial public offering (the “IPO”) to holders of the Blue Class A Ordinary Shares included as part of the units sold in the IPO (the “Blue Public Units,” and such shares, the “Public Shares,” and such shareholders “Public Shareholders”) that validly redeemed (and had not withdrawn such redemption requests) such shares in connection with the Closing in accordance with the Current Charter and instructions set forth in the accompanying proxy statement/prospectus and after payment of all unpaid transaction expenses of Blue and of Blockfusion, whether from funds remaining in the Trust Account or from net proceeds from any financing transactions (“Financing Transactions”) that may be entered into and consummated in connection with the proposed Business Combination in accordance with the terms of the Business Combination Agreement.

Blue has engaged BTIG, LLC and Roberts & Ryan, Inc. (“Roberts & Ryan”), to act as capital markets advisors in connection with the Business Combination and as placement agents in connection with any Financing Transaction. Blue or Pubco may, prior to the Closing, offer or sell additional securities in connection with a PIPE or other Financing Transaction, the issuance of which would dilute ownership interests to Public Shareholders that do not redeem Public Shares in connection with the Business Combination.

Immediately after the Closing, assuming that none of the outstanding Public Shares are redeemed prior to the Closing Date, taking into account also the assumptions further described under the headings “Frequently Used Terms — Share Calculations and Ownership Percentages” and “Unaudited Pro Forma Condensed Combined Financial Information” in the accompanying proxy statement/prospectus, (i) the Public Shareholders are expected to own approximately 30.3% of the outstanding shares of Pubco Common Stock, (ii) the Sponsor is expected to own approximately 9.8% of the outstanding shares of common stock of Pubco (the “Pubco Common Stock”), (iii) the underwriters of the IPO (the “IPO Underwriters”) are expected to own approximately 0.5% of the outstanding shares of Pubco Common Stock, (iv) the Blue Advisor (as defined below) is expected to own approximately 0.4% of the outstanding shares of Pubco Common Stock, and (v) the Company Stockholders are expected to own approximately 59.0% of the outstanding shares of Pubco Common Stock., excluding, for purposes of the foregoing calculations, the dilutive effects of the Assumed Options and Assumed Warrants, but including the shares of Pubco Class A Common Stock issuable to former holders of Blue Share Rights. If the actual facts immediately after the Closing are different from the foregoing assumptions, which they are likely to be, the percentage ownership information set forth above will also be different.

Only holders of record of Blue Class A Ordinary Shares and Blue Class B Ordinary Shares (collectively, the “Blue Ordinary Shares”), at the close of business on [_], 202[_], the record date for the Blue Extraordinary General Meeting (the “Record Date”), are entitled to notice of and to vote and have their votes counted at the Blue Extraordinary General Meeting and any adjournments or postponements thereof.

Blue is, and following the Business Combination, Pubco will be, an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012, as amended, and, as such, may elect to comply with certain reduced public company reporting requirements in future reports after the consummation of the Business Combination.

After careful consideration, the Blue Board has unanimously approved the Business Combination Agreement and the Business Combination and determined that each of the proposals to be presented at the Blue Extraordinary General Meeting is fair, advisable and in the best interests of Blue and Blue’s shareholders and recommends that you vote “FOR” each of the above proposals.

The existence of financial and personal interests of Blue’s directors and officers may result in conflicts of interest, including a conflict between what may be in the best interests of Blue and Blue’s shareholders and what may be best for a director’s personal interests when determining to recommend that shareholders vote for the proposals set forth in the accompanying proxy statement/prospectus. See the sections entitled “The Business Combination Proposal (Proposal 1) — Interests of Blue’s Sponsor, Directors, Officers and Advisors in the Business Combination” and “Beneficial Ownership of Securities” in the accompanying proxy statement/prospectus for a further discussion.

The Blue Board obtained a fairness opinion from Houlihan Capital, LLC (“Houlihan Capital”), dated as of November 17, 2025, which provides that, as of that date and based on and subject to the assumptions, limitations, qualifications and other conditions set forth therein, (i) the consideration to be issued or paid pursuant to the Business Combination Agreement is fair, from a financial point of view, to Blue and its shareholders, and (ii) Blockfusion has an aggregate fair market value equal to at least 80% of the balance of funds in the Trust Account (excluding the deferred underwriting commissions and taxes payable). See the section of the accompanying proxy statement/prospectus entitled “The Business Combination Proposal (Proposal 1) — Opinion of Houlihan Capital, the Blue Board’s Financial Advisor” for additional information.

There are currently no specified circumstances or arrangements under which Blue securities held by the Sponsor or its affiliates could be transferred, or that could result in the forfeiture, surrender or cancellation of such securities, provided, that it is possible that pre-Closing changes to Sponsor securities could occur in connection with Financing Transaction arrangements (should any such arrangements or transactions be pursued in connection with the Business Combination, which is not currently anticipated but could occur, subject to the terms of the Business Combination Agreement) or otherwise. If any such Financing Transactions do occur, material dilution to non-redeeming Blue shareholders could also occur, as would be described in subsequent public disclosure documents.

Pursuant to a letter agreement among Blue, the Sponsor, Blue’s officers and directors and the Blue Advisor (the “Insider Letter”), the Sponsor and such individuals agreed to (i) vote any Blue Ordinary Shares held by them in favor of any proposed initial business combination presented by Blue for approval by Blue shareholders and (ii) not to redeem any Blue Ordinary Shares owned by them in connection with such shareholder approval. No consideration was offered to any of the Sponsor or such individuals in respect of the foregoing commitments. There are currently no agreements, arrangements, or understandings, including any payments, between the Sponsor and unaffiliated security holders of Blue regarding the redemption of outstanding securities of Blue or with respect to determining whether to proceed with a de-SPAC transaction.

The Insider Letter contains restrictions on whether and when the Sponsor may sell Blue securities held by the Sponsor. Pursuant to terms of the Insider Letter, the Class B Ordinary Shares held by the Sponsor (the “Founder Shares”) are subject to a lock-up whereby, subject to certain limited exceptions, the Founder Shares are not transferable until the earlier of (A) six months after the completion of Blue’s initial business combination or (B) subsequent to Blue’s initial business combination, (i) the date on which Pubco consummates a transaction which results in all of its stockholders having the right to exchange their shares for cash, securities or other properties or (ii) the closing price of Pubco Class A Common Stock equals or exceeds $15.00 per share (as adjusted for stock sub-divisions, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period. The Sponsor may, on or before the Closing of the Business Combination, distribute some or all of the Founder Shares held by it, and such distributed Founder Shares may be released from lock-up restrictions in connection with applicable stock exchange listing requirements. The private placement units (“Blue Private Placement Units”) (including the underlying securities) held by the Sponsor are subject to a lock-up whereby, subject to certain limited exceptions, such securities are not transferable until 30 days following the consummation by Blue of an initial business combination.

Because the Sponsor acquired the Founder Shares at a nominal price, the holders of non-redeeming Public Shares will incur an immediate and substantial dilution at the Closing and will incur additional dilution upon the conversion of the Share Rights underlying the Blue Private Placement Units (the “Blue Private Share Rights”) held by the Sponsor. Additional detailed information about the potential dilutive impact of interests held by the Sponsor and Blue’s directors and officers is contained in the accompanying proxy statement/prospectus, including in the sections entitled:

When Blue shareholders consider the proposals presented in the accompanying proxy
statement/prospectus, they should keep in mind that the Sponsor and Blue’s directors and officers have interests in the Business Combination that are different from or in addition to, or may conflict with, interests of unaffiliated holders of Blue Ordinary Shares. For instance, the Sponsor will benefit from the completion of a business combination and may be incentivized to complete a business combination that is less favorable to Public Shareholders rather than liquidating Blue. In the event of liquidation, the value of certain interests of the Sponsor, its affiliates and Blue directors and officers would become worthless, among other things, including:

For more information about the potential conflicts of interest, the nature of compensation and the potential dilutive impact of such interests held by the Sponsor and Blue’s directors and officers, see the following sections in the accompanying proxy statement/prospectus:

In addition, you should carefully consider the matters discussed under the heading entitled “Risk Factors” beginning on page 30 of the accompanying proxy statement/prospectus.

Consideration Received or to be Received, and Securities Issued or to be Issued, by or to the Sponsor

Blue’s Sponsor, Blue Holdings Sponsor LLC, a Delaware limited liability company, and its affiliates have received or may receive the following consideration from Blue prior to or in connection with the completion by Blue of an initial business combination in accordance with the terms of Blue’s governing documents (including upon the Closing of the proposed Business Combination):

The accompanying proxy statement/prospectus provides Blue shareholders with detailed information about the Business Combination and other matters to be considered at the Blue Extraordinary General Meeting. Blue urges you to read the accompanying proxy statement/prospectus, including the financial statements and annexes and other documents referred to therein, carefully and in their entirety.

The accompanying proxy statement/prospectus may refer to important business and financial information about Blue reflected in documents Blue has filed with the U.S. Securities and Exchange Commission (the “SEC”) that are not included in or delivered with this proxy statement/prospectus. You may access these and other filings of Blue with the SEC by visiting its website at www.sec.gov or by requesting them in writing or by telephone at the following address:

[_]

You will not be charged for any of these documents that you request. Shareholders requesting documents should do so by [_], 202[_] in order to receive them before the Blue Extraordinary General Meeting.

Your vote is very important. To ensure your representation at the Blue Extraordinary General Meeting, please complete and return the enclosed proxy card or submit your proxy by following the instructions contained in the accompanying proxy statement/prospectus and on your proxy card. Please submit your proxy promptly whether or not you expect to participate in the meeting. Submitting a proxy now will NOT prevent you from being able to vote online during the virtual Blue Extraordinary General Meeting. If you hold your shares in “street name,” you should instruct your broker, bank or other nominee how to vote in accordance with the voting instruction form you receive from your broker, bank or other nominee.

If you return your proxy card signed and without an indication of how you wish to vote, your shares will be voted in favor of each of the proposals and for the election of each of the directors proposed by Blue for election.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (1) IF YOU HOLD BLUE CLASS A ORDINARY SHARES THROUGH BLUE PUBLIC UNITS, SEPARATE YOUR UNITS INTO THE UNDERLYING BLUE CLASS A ORDINARY SHARES AND PUBLIC SHARE RIGHTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SHARES, (2) SUBMIT A WRITTEN REQUEST, INCLUDING THE LEGAL NAME, PHONE NUMBER AND ADDRESS OF THE BENEFICIAL OWNER OF THE PUBLIC SHARES FOR WHICH REDEMPTION IS REQUESTED, TO THE TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE DATE OF THE BLUE EXTRAORDINARY GENERAL MEETING, THAT YOUR PUBLIC SHARES BE REDEEMED FOR CASH AND (3) DELIVER YOUR SHARE CERTIFICATES (IF ANY) AND OTHER REDEMPTION FORMS TO THE TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT/WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE, IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS. IF THE BUSINESS COMBINATION IS NOT CONSUMMATED, THEN THE PUBLIC SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK, BROKER OR OTHER NOMINEE TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “THE BLUE EXTRAORDINARY GENERAL MEETING — REDEMPTION RIGHTS” IN THE PROXY STATEMENT/PROSPECTUS FOR MORE SPECIFIC INSTRUCTIONS.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Business Combination or the other transactions contemplated thereby, as described in the accompanying proxy statement/prospectus, or passed upon the adequacy or accuracy of the disclosure in the accompanying proxy statement/prospectus. Any representation to the contrary is a criminal offense.

The accompanying proxy statement/prospectus is dated [_], 202[_], and is first being mailed to shareholders of Blue on or about [_], 202[_].

Blue Acquisition Corp.
1601 Anita Lane
Newport Beach, CA 92660

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
To Be Held On [_], 202[_]
[_] a.m. Eastern Time

[_], 202[_]

TO THE SHAREHOLDERS OF BLUE ACQUISITION CORP.:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of shareholders (the “Blue Extraordinary General Meeting”) of Blue Acquisition Corp., a Cayman Islands exempted company (“Blue”), will be held virtually at [_] a.m. Eastern Time on [_], 202[_]. The Blue Board of Directors (the “Blue Board”) has determined to convene and conduct the Blue Extraordinary General Meeting in a virtual meeting format at www.cstproxy.com/[_]. For the purposes of the Current Charter, the Blue Extraordinary General Meeting may also be attended in person at the offices of Ellenoff Grossman & Schole LLP, 1345 Avenue of the Americas, New York, New York 10105. The accompanying proxy statement/prospectus includes instructions on how to access the virtual Blue Extraordinary General Meeting and how to listen and vote from home or any remote location with internet connectivity. You or your proxy holder will be able to attend and vote at the Blue Extraordinary General Meeting by visiting www.cstproxy.com/[_] and using a control number assigned by Continental Stock Transfer & Trust Company. The Blue Extraordinary General Meeting will be held for the purpose of considering and voting on the proposals described below and in the accompanying proxy statement/prospectus. To register and receive access to the virtual meeting, registered shareholders and beneficial shareholders (those holding shares through a stock brokerage account or by a bank or other holder of record) of Blue will need to follow the instructions applicable to them provided in the accompanying proxy statement/prospectus. At the Blue Extraordinary General Meeting, Blue shareholders will be asked to:

The Business Combination Proposal is described in more detail in the accompanying proxy statement/prospectus under the heading “The Business Combination Proposal (Proposal 1).” A copy of the Business Combination Agreement is attached to the accompanying proxy statement/prospectus as Annex A.

The Organizational Documents Proposals are described in more detail in the accompanying proxy statement/prospectus under the heading “The Organizational Documents Proposals (Proposals 4 – 11).”

The proposals being submitted for a vote at the Blue Extraordinary General Meeting are more fully described in the accompanying proxy statement/prospectus, which also includes, as Annex A, a copy of the Business Combination Agreement. Blue urges you to read carefully the accompanying proxy statement/prospectus in its entirety, including the annexes and accompanying financial statements.

After careful consideration, the Blue Board has unanimously approved the Business Combination Agreement and the Transactions comprising the Business Combination and determined that each of the proposals to be presented at the Blue Extraordinary General Meeting is fair, advisable and in the best interests of Blue and Blue’s shareholders and recommends that you vote or give instruction to vote “FOR” each of the above proposals.

The existence of financial and personal interests of Blue’s directors and officers may result in conflicts of interest, including a conflict between what may be in the best interests of Blue and Blue’s shareholders and what may be best for a director’s personal interests when determining to recommend that shareholders vote for the proposals. See the sections entitled “The Business Combination Proposal (Proposal 1) — Interests of Blue’s Sponsor, Directors, Officers and Advisors in the Business Combination” and “Beneficial Ownership of Securities” in the accompanying proxy statement/prospectus for a further discussion.

The Record Date for the Blue Extraordinary General Meeting is [_], 202[_] (the “Record Date”). Only holders of record of the Blue Class A ordinary shares, par value $0.0001 per share (the “Blue Class A Ordinary Shares”), and Blue Class B ordinary shares, par value $0.0001 per share (the “Blue Class B Ordinary Shares” and together with the Blue Class A Ordinary Shares, the “Blue Ordinary Shares”) at the close of business on the Record Date are entitled to notice of the Blue Extraordinary General Meeting and to vote at the Blue Extraordinary General Meeting and any adjournments or postponements of the Blue Extraordinary General Meeting.

Pursuant to the Current Charter, in connection with the Business Combination, holders (“Public Shareholders”) of Blue Class A Ordinary Shares (the “Public Shares”) underlying the units (the “Blue Public Units”) issued in Blue’s initial public offering (the “IPO”) may elect to have Blue redeem, effective upon the closing of the Business Combination, the Public Shares then held by them for cash equal to a pro rata portion of the aggregate amount on deposit in the trust account (the “Trust Account”) established at the time of the IPO as of two (2) business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to Blue in connection with withdrawals from the interest accrued in the Trust Account (in accordance with Blue’s organizational documents and IPO prospectus), divided by the number of then outstanding Public Shares, subject to the limitations described herein. As of [_], based on funds in the Trust Account of approximately $[_] million as of such date, the pro rata portion of the funds available in the Trust Account for the redemption of Public Shares was approximately $[_] per share. Public Shareholders are not required to attend or vote at the Blue Extraordinary General Meeting in order to elect to have Blue redeem their Public Shares for cash. This means that Public Shareholders who hold Blue Class A Ordinary Shares on or before [_], 202[_] (two (2) business days before the Blue Extraordinary General Meeting) will be eligible to elect to have their Public Shares redeemed for cash in connection with the Blue Extraordinary General Meeting, whether or not they are holders as of the Record Date, and whether or not such shares are voted at the Blue Extraordinary General Meeting. A Public Shareholder, together with any of such shareholder’s affiliates or any other person with whom such Public Shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from electing to have shares redeemed without Blue’s prior consent if, in the aggregate such shareholder’s shares or, if part of such a group, the group’s shares, for which redemption is sought exceeds 15% or more of the Public Shares (including overallotment securities sold to Blue’s underwriters in connection with the IPO). Holders of outstanding share rights included in the Blue Public Units (the “Blue Public Share Rights”) and Blue Public Units do not have redemption rights with respect to such securities in connection with the Business Combination. Holders of outstanding Blue Public Units must separate the underlying Blue Class A Ordinary Shares and Blue Public Share Rights prior to exercising redemption rights with respect to Public Shares.

In order to exercise redemption rights, holders of Public Shares must:

Continental Stock Transfer & Trust Company
One State Street Plaza, 30^th Floor
New York, New York 10004
Attention: SPAC Redemption Team
E-mail: spacredemptions@continentalstock.com

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests (and submitting shares to the transfer agent) and thereafter, with Blue’s consent, until the consummation of to the Business Combination, or such other date and time as may be determined by the Blue Board in its sole discretion. If you delivered your shares for redemption to Blue’s transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that Blue’s transfer agent return the shares (physically or electronically). You may make such a request by contacting Blue’s transfer agent at the phone number or address listed above. See the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your Public Shares for cash.

The Sponsor has agreed to waive its redemption rights with respect to any Blue Ordinary Shares it may hold in connection with the consummation of the Business Combination, and such shares will be excluded from the pro rata calculation used to determine the per share redemption price for Public Shares in connection with the consummation of the Business Combination. Currently, the Sponsor beneficially owns approximately 26.7% of the issued and outstanding Blue Class A Ordinary Shares, after giving effect to the conversion from Blue Class B Ordinary Shares to Blue Class A Ordinary Shares as contemplated by the Current Charter at a one-to-one ratio (as, prior to the Closing, the Sponsor is expected to waive its anti-dilution rights that would otherwise allow the Sponsor to maintain ownership of 20% of Pubco), and not including any Blue Class A Ordinary Shares issuable upon conversion of share rights. The Sponsor has agreed to vote any Blue Ordinary Shares owned by it on the Record Date in favor of the Business Combination and the other proposals.

Your vote is very important, regardless of the number of Blue Class A Ordinary Shares that you own. The approval of each of the Business Combination Proposal, the Charter Proposal, the Organizational Documents Proposals, the Incentive Plan Proposal, the Nasdaq Proposal, the Director Election Proposal and the Adjournment Proposal requires an ordinary resolution under the Current Charter and Cayman Islands law, being a resolution passed by a simple majority of the votes which are cast by those holders of Blue Ordinary Shares who, being entitled to do so, vote in person or by proxy at the Blue Extraordinary General Meeting. The approval of the Merger Proposal requires a special resolution under the Current Charter and Cayman Islands law, being a resolution passed by a majority of at least two-thirds (2/3) of the votes which are cast by such shareholders as, being entitled to do so, vote in person or by proxy at the Blue Extraordinary General Meeting.

If the Business Combination Proposal is not approved, the Merger Proposal will not be presented to the Blue shareholders for a vote. If the Merger Proposal is not approved, the Charter Proposal, the Organizational Documents Proposals, the Incentive Plan Proposal, the Nasdaq Proposal and the Director Election Proposal will not be presented to the Blue shareholders for a vote. The approval of the Business Combination Proposal, the Merger Proposal, the Charter Proposal, the Incentive Plan Proposal, the Nasdaq Proposal and the Director Election Proposal are preconditions to the consummation of the Business Combination.

The Blue Board has adopted and approved the Business Combination Agreement and recommends that Blue shareholders vote “FOR” all of the proposals presented to Blue shareholders at the Blue Extraordinary General Meeting. In arriving at its recommendations, the Blue Board carefully considered a number of factors described in the accompanying proxy statement/prospectus. When you consider the recommendation of the Blue Board, you should keep in mind that directors and officers of Blue have interests in the Business Combination that may conflict with your interests as a shareholder. For instance, rather than liquidating Blue, the Sponsor will benefit from the Business Combination and may be incentivized to complete the Business Combination, even if the transaction is unfavorable to Blue shareholders. See the section of the accompanying proxy statement/prospectus entitled “The Business Combination Proposal (Proposal 1) — Interests of Blue’s Sponsor, Directors, Officers and Advisors in the Business Combination” for a further discussion of these considerations.

All Blue shareholders are cordially invited to virtually attend the Blue Extraordinary General Meeting and we are providing the accompanying proxy statement/prospectus and proxy card in connection with the solicitation of proxies to be voted at the Blue Extraordinary General Meeting (or any adjournment or postponement thereof). To ensure your representation at the Blue Extraordinary General Meeting, however, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. If your shares are held in an account at a brokerage firm, bank or other nominee, you must instruct your broker, bank or other nominee on how to vote your shares or, if you wish to virtually attend the Blue Extraordinary General Meeting and vote, obtain a proxy from your broker, bank or other nominee.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the Blue Extraordinary General Meeting or not, please sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

Your attention is directed to the proxy statement/prospectus accompanying this notice (including the annexes thereto) for a more complete description of the proposed Business Combination and related transactions and each of the proposals. We encourage you to read this proxy statement/prospectus carefully. If you have any questions or need assistance voting your shares, please contact [_], our proxy solicitor, using the contact information provided in the enclosed proxy statement/prospectus.

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED “FOR” EACH OF THE PROPOSALS.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (1) IF YOU HOLD BLUE CLASS A ORDINARY SHARES THROUGH BLUE PUBLIC UNITS, SEPARATE YOUR UNITS INTO THE UNDERLYING BLUE CLASS A ORDINARY SHARES AND PUBLIC SHARE RIGHTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SHARES, (2) SUBMIT A WRITTEN REQUEST, INCLUDING THE LEGAL NAME, PHONE NUMBER AND ADDRESS OF THE BENEFICIAL OWNER OF THE PUBLIC SHARES FOR WHICH REDEMPTION IS REQUESTED, TO THE TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE DATE OF THE BLUE EXTRAORDINARY GENERAL MEETING, THAT YOUR PUBLIC SHARES BE REDEEMED FOR CASH AND (3) DELIVER YOUR SHARE CERTIFICATES (IF ANY) AND OTHER REDEMPTION FORMS TO THE TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT/WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE, IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS. IF THE BUSINESS COMBINATION IS NOT CONSUMMATED, THEN THE PUBLIC SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK, BROKER OR OTHER NOMINEE TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “THE BLUE EXTRAORDINARY GENERAL MEETING — REDEMPTION RIGHTS” IN THE PROXY STATEMENT/PROSPECTUS FOR MORE SPECIFIC INSTRUCTIONS.

ABOUT THIS DOCUMENT

This document, which forms part of the registration statement on Form S-4 filed with the SEC, constitutes a prospectus of Pubco under the Securities Act , with respect to securities to be issued by Pubco in connection with the proposed Business Combination. This document also constitutes a notice of a meeting and a proxy statement of Blue under Section 14(a) of the Exchange Act with respect to the Blue Extraordinary General Meeting at which Blue shareholders will be asked to consider and vote on a proposal to approve the Business Combination by approving and adopting the Business Combination Agreement, among other matters.

This proxy statement/prospectus is dated as of the date set forth on the cover hereof. You should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than that date on the cover hereof, or the date referenced herein, as applicable. Neither the mailing of this proxy statement/prospectus to Blue shareholders nor the issuance by Pubco of its securities in connection with the Business Combination will create any implication to the contrary.

Information contained in this proxy statement/prospectus regarding Blue and its business, operations, management and other matters has been provided by Blue and its representatives and information contained in this proxy statement/prospectus regarding Blockfusion and its business, operations, management and other matters has been provided by Blockfusion and its representatives.

This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities, or the solicitation of a proxy or consent, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

If you would like additional copies of this proxy statement/prospectus or if you have questions about the Business Combination or the proposals to be presented at the Blue Extraordinary General Meeting, please contact Blue’s proxy solicitor listed below. You will not be charged for any of the documents that you request.

[_]

In order for you to receive the timely delivery of the documents in advance of the Blue Extraordinary General Meeting to be held on [_], 202[_], you must request the information by [_], 202[_].

You may also obtain additional information about Blue from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information” beginning on page 240 of the accompanying proxy statement/prospectus.

TABLE OF CONTENTS

TRADEMARKS AND TRADE NAMES

This proxy statement/prospectus includes trademarks of Blockfusion which are protected under applicable intellectual property laws and are the property of Blockfusion. This proxy statement/prospectus also includes other trademarks, trade names, service marks and trade names that are the property of their respective owners. Solely for convenience, in some cases, the trademarks, trade names and service marks referred to in this proxy statement/prospectus are listed without the applicable ^®, ™ and ^SM symbols, but such references are not intended to indicate, in any way, that Blue, Pubco or Blockfusion do not assert, to the fullest extent under applicable law, their respective rights, or the right of the applicable licensor to these trademarks, service marks and trade names.

MARKET AND INDUSTRY DATA

This proxy statement/prospectus includes estimates, industry position, forecasts, market size growth and information that Blue and Blockfusion obtained or derived from internal company reports, independent third-party reports and publications, surveys and studies by third parties. Some data are also based on good faith estimates, which are derived from internal company research or analyses, or review of internal company reports as well as the independent sources referred to above. Information that is based on market research, estimates, forecasts, projections, or similar methodologies is inherently subject to uncertainties, and actual events or circumstances may differ materially from events and circumstances that are assumed in this information. The industry in which Blockfusion operates, and Pubco will operate, is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section entitled “Risk Factors.” Industry publications, research, studies and forecasts generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. Forecasts and other forward-looking information with respect to industry, business, market, and other data are subject to the same qualifications and additional uncertainties regarding the other forward-looking statements in this proxy statement/prospectus. See “Cautionary Note Regarding Forward-Looking Statements.” These forecasts and forward-looking information are subject to uncertainty and risk due to a variety of factors, including those described under “Risk Factors.” These and other factors could cause results to differ materially from those expressed in the forecasts, industry information or estimates from independent third parties, Blue and Blockfusion. Although both Blue and Blockfusion believe that third-party information on which the companies have based estimates of industry position and industry data are generally reliable, the accuracy and completeness of this information is not guaranteed and is, in any event, subject to change and has not been independently verified.

FREQUENTLY USED TERMS

In this document:

“Administrative Services Agreement” means the Administrative Services Agreement, dated as of June 12, 2025, between Blue and Blue Holdings, pursuant to which Blue agreed to pay Blue Holdings a total of $5,000 a month for office space and secretarial and shared personnel support services.

“AI” means artificial intelligence.

“AI/ML” means artificial intelligence/machine learning.

“Amended and Restated Registration Rights Agreement” means the amended and restated registration rights agreement to be entered into effective as of the Closing among Blue, Pubco, the Sponsor and relevant Company Stockholders.

“Ancillary Agreements” means each agreement, instrument or document attached to the Business Combination Agreement or executed or delivered by any party to the Business Combination Agreement in connection with or pursuant to the Business Combination Agreement.

“Assumed Options” means options to purchase shares of Pubco Class A Common Stock to be issued to holders of outstanding Company Options at the Effective Time in accordance with the terms of the Merger Agreement.

“Assumed Warrants” means warrants exercisable for shares of Pubco Class A Common Stock to be issued to holders of outstanding Company Warrants at the Effective Time in accordance with the terms of the Merger Agreement.

“Blockfusion” or the “Company” means Blockfusion USA, Inc., a Delaware corporation.

“Blockfusion Consideration” means the consideration to be delivered to security holders of Blockfusion, assuming the consummation of the Business Combination.

“Blockfusion HPC/AI Business” means the future potential business of Blockfusion after implementing the changes required to become an HPC/AI data center serving HPC/AI clients.

“Blockfusion management” means, collectively, the officers and directors of Blockfusion.

“Blockfusion Transaction Expenses” means the unpaid Expenses of Blockfusion immediately prior to the Closing.

“Blue” means Blue Acquisition Corp., a Cayman Islands exempted company.

“Blue Advisor” means Alberto Pontonio, a registered broker-dealer associated with Roberts & Ryan.

“Blue Board” means the board of directors of Blue.

“Blue Class A Ordinary Shares” means the Class A ordinary shares, par value $0.0001 per share, of Blue.

“Blue Class B Ordinary Shares” means the Class B ordinary shares, par value $0.0001 per share, of Blue.

“Blue Extraordinary General Meeting” means the Extraordinary General meeting of the shareholders of Blue, to be held virtually at [_] a.m., Eastern Time on [_], 202[_], and, for purposes of the Current Charter, in person at [_______________].

“Blue Holdings” means Blue Holdings Management LLC, the managing member of the Sponsor.

“Blue management team” means, collectively, Blue’s management and the Blue Advisor.

“Blue Merger” means the merger, in accordance with the terms of the Business Combination Agreement and which is the subject of the Plan of Merger, of Blue Merger Sub with and into Blue, with Blue continuing as the surviving entity, as a result of which, all of the Blue securities outstanding as of immediately prior to the Effective Time will be cancelled in exchange for the right to receive substantially equivalent securities of Pubco.

“Blue Merger Documents” means the Plan of Merger and all such other documents, records and filings as may be required to effect the Blue Merger in accordance with the Companies Act and the terms of the Business Combination Agreement.

“Blue Merger Sub” means Atlas I Merger Sub, a Cayman Islands exempted company.

“Blue Ordinary Shares” means the Blue Class A Ordinary Shares and the Blue Class B Ordinary Shares.

“Blue Preference Shares” means preference shares, par value $0.0001 per share, of Blue, to the extent issued under the terms of the Current Charter, if any, prior to the Business Combination.

“Blue Private Placement Units” means the units issued by Blue to the Sponsor, BTIG and Roberts & Ryan, respectively, in the Private Placement, each consisting of one Blue Class A Ordinary Share and one Blue Private Share Right.

“Blue Private Share Right” means a right, entitling a holder thereof to receive one tenth (1/10th) of one Blue Class A Ordinary Share upon consummation of by Blue of an initial business combination (including the proposed Business Combination), included in Blue Private Placement Units.

“Blue Public Share Right” means a right, entitling a holder thereof to receive one tenth (1/10th) of one Blue Class A Ordinary Share upon consummation of by Blue of an initial business combination (including the proposed Business Combination), included in Blue Public Units (which, for the avoidance of doubt, do not include the Blue Private Placement Units).

“Blue Public Units” means the units issued by Blue in the IPO, each consisting of one Blue Class A Ordinary Share and one Blue Public Share Right.

“Blue Share Rights” means the rights to receive one tenth (1/10^th) of one Blue Class A Ordinary Share upon consummation by Blue of an initial business combination (including the proposed Business Combination) included in the Blue Units.

“Blue Securities” means the Blue Units, the Blue Ordinary Shares, the Blue Preference Shares, Blue Share Rights and Blue Units, collectively.

“Blue Transaction Expenses” means the unpaid fees and expenses of Blue immediately prior to the Closing incurred in connection with or related to the authorization, preparation, negotiation, execution or performance of the Business Combination Agreement, any Ancillary Agreements related thereto and all other matters related to the consummation of the Business Combination Agreement.

“Blue Units” means the Blue Public Units and Blue Private Placement Units.

“BTIG” means BTIG, LLC.

“Business Combination” or the “Transactions” means all of the transactions associated with the proposed business combination of Pubco, Blue and Blockfusion, as contemplated by the terms of the Business Combination Agreement and the Ancillary Agreements.

“Business Combination Agreement” means the Business Combination Agreement, dated as of November 19, 2025, as it may be amended or supplemented from time to time, between Blue, Pubco, Blockfusion, Blue Merger Sub and Company Merger Sub.

“Cayman Registrar” means the Registrar of Companies of the Cayman Islands.

“Closing” means the closing of the Business Combination.

“Closing Consideration Spreadsheet” means the spreadsheet to be delivered by the Company to Blue at least three (3) business days prior to the Closing in accordance with the terms of the Business Combination Agreement setting forth the identities and ownership of Company securities as of immediately prior to the Effective Time, together with detailed calculations of, among other matters, the following, as of the Closing Date: number of Fully-Diluted Company Shares, Exchange Ratio, the number of Company shares subject to the aggregate Merger Consideration, and, with regard to the Assumed Options and Assumed Warrants issuable by Pubco at the Closing, the exercise prices and number of shares of Pubco Common Stock issuable upon exercise of such Assumed Options and Assumed Warrants, respectively, after the Closing.

“Closing Date” means the date of the Closing of the Business Combination.

“Code” means the Internal Revenue Code of 1986, as amended.

“Combination Period” means the 21-month period from the closing of the IPO until  March 16, 2027, that Blue has to consummate an initial business combination, unless such time period is further extended by an amendment to the Current Charter.

“Companies Act” means the Companies Act (Revised) of the Cayman Islands.

“Company Board” means the board of directors of Blockfusion.

“Company Class A Common Stock” means shares of Blockfusion Series A Common Stock, par value $0.0001 per share.

“Company Class B Common Stock” means shares of Blockfusion Series A Common Stock, par value $0.0001 per share.

“Company Common Stock” means Company Class A Common Stock and Company Class B Common Stock.

“Company Convertible Securities” means the Company Options, Company Warrants and any other outstanding Company securities that are convertible into, exchangeable or exercisable for, or otherwise represent the right to acquire shares of capital stock of Blockfusion.

“Company Current Charter” means the Second Amended and Restated Certificate of Incorporation of the Company, as currently in effect, or as may be in effect as of a relevant date.

“Company Equity Plan” means the Blockfusion USA, Inc. 2022 Stock Plan.

“Company Merger” means the merger, in accordance with the terms of the terms of the Business Combination Agreement, of Company Merger Sub with and into Blockfusion, with Blockfusion continuing as the surviving entity, as a result of which each share of Blockfusion Stock outstanding as of immediately prior to the Effective Time will be cancelled in exchange for the right to receive the Merger Consideration in accordance with the terms of the Business Combination Agreement.

“Company Merger Sub” means Atlas Merger Sub, Inc., a Delaware corporation.

“Company Options” means outstanding options to purchase shares of capital stock of Blockfusion outstanding as of immediately prior to the Effective Time.

“Company Preferred Stock” means the Company Series Seed Preferred Stock and Company Series A Preferred Stock.

“Company Series A Preferred Stock” means shares of Blockfusion Series A Preferred Stock, par value $0.0001 per share.

“Company Series Seed Preferred Stock” means shares of Blockfusion Series Seed Preferred Stock, par value $0.0001 per share.

“Company Security Holders” means the holders of outstanding Company Securities as of the immediately prior to the Effective Time.

“Company Stockholders” means the holders of outstanding Company Common Stock and Company Preferred Stock as of immediately prior to the Effective Time (before giving effect to the Preferred Conversion).

“Company Support Agreements” means the Company Support Agreements entered into by Blue, Blockfusion and certain significant Blue Stockholders simultaneously with the execution of the Business Combination Agreement.

“Company Warrants” means outstanding warrants to purchase shares of capital stock of Blockfusion outstanding as of immediately prior to the Effective Time.

“CST” means Continental Stock Transfer & Trust Company, a New York corporation.

“Current Charter” means Blue’s Amended and Restated Memorandum and Articles of Association as currently in effect or in effect from time to time.

“DGCL” means the General Corporation Law of the State of Delaware.

“DTC” means The Depository Trust Company.

“DWAC” means The Depository Trust Company’s Deposit Withdrawal At Custodian.

“Effective Time” means the time of effectiveness of the Blue Merger and the Company Merger.

“Energy Program” means NYISO demand-response programs.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Exchange Ratio” means a quotient, (i) the numerator of which is equal to (a) the Merger Consideration divided by (b) the Fully-Diluted Company Shares, and (ii) the denominator of which is equal to the Redemption Price.

“Expenses” shall mean all fees, costs and expenses, including all out-of-pocket expenses (including all such fees, costs and expenses with respect to counsel, accountants, investment bankers, financial advisors, financing sources, experts and consultants to a Party hereto or any of its Affiliates, exchange listings, SEC filings, compliance with the Hart Scott Rodino Antitrust Improvements Act of 1976 and obtaining the D&O Tail Insurance), incurred by a Blue or Blockfusion or on either of their respective behalves in connection with or related to the Business Combination and the Transactions, including, also, with respect to Blue, any and all deferred expenses (including fees or commissions payable to the underwriters and any legal fees) of the IPO upon consummation of a Business Combination and all Extension Expenses, if any.

“Extension” means an extension of the time period for Blue to consummate an initial business combination obtained by amendment to the Current Charter, subject to approval by Blue shareholders.

“Extension Expenses” means all costs and expenses necessary for Blue to obtain an Extension (including any costs or expenses incurred by Sponsor or its affiliates or Blue’s directors or officers in connection with obtaining an Extension, in each case on behalf of Blue and that the Blue is liable for), if and to the extent applicable.

“Fairness Opinion” means the opinion dated November 17, 2025, rendered by Houlihan Capital for the Blue Board regarding the financial fairness of the consideration to be paid in the Business Combination to the Blue shareholders and the satisfaction of the 80% test.

“Financial Advisory Agreement” means that certain advisory agreement, by and between Blockfusion and ING, pursuant to which Blockfusion has engaged ING to provide financial advisory services to Blockfusion.

“Financing Transaction” means a capital raising transaction in connection with the Transactions structured as one or a combination of common equity, preferred equity, convertible equity or debt, non-redemption or backstop arrangements with respect to the Trust Account, a committed equity facility, debt facility, and/or other sources of cash or cash equivalents, in each case, whether such investment is into SPAC, the Company or Pubco.

“FINRA” means the Financial Industry Regulatory Authority (and any successor thereto, as applicable).

“Founder Shares” means the Blue Class B Ordinary Shares held by the Sponsor.

“Forecast Assumptions” means the variety of assumptions used in the preparation of the Forecasts.

“Forecasts” means the financial and operating projections prepared by Blockfusion management and provided to Blue in connection with the proposed Business Combination. The Forecasts cover the Forecast Period and were developed as of the Forecast Preparation Date based on information available at that time and the Forecast Assumptions that Blockfusion management believed to be reasonable. These projections were considered by the Blue Board and its advisors in evaluating the Business Combination.

“Forecast Period” means the five-year period beginning January 1, 2026 and ending December 31, 2030.

“Forecast Preparation Date” means the specific date as of which the Forecasts were developed.

“Fully-Diluted Company Shares” means the (a) the total number of issued and outstanding shares of Company Common Stock issued and outstanding and vested as of immediately prior to the Effective Time (after giving effect to the Preferred Conversion), plus (b) the aggregate number of shares of Company Common Stock issuable upon, or pursuant to, the exercise of Company Options that are issued and outstanding and vested as of immediately prior to the Effective Time, treating such outstanding and vested Company Options as having been exercised in full (calculated using the treasury stock method of accounting), plus (c) the aggregate number of shares of Company Common Stock issuable upon, or pursuant to, the exercise of Company Warrants that are issued and outstanding and vested as of immediately prior to the Effective Time, treating such Company Warrants as having been exercised in full (calculated using the treasury stock method of accounting).

“GAAP” means generally accepted accounting principles as in effect in the United States of America.

“Gensler” means Gensler Architecture, Design & Planning, P.C.

“GPUs” means graphics processing units used to support AI/HPC and other computational workloads in data centers.

“Houlihan Capital” means Houlihan Capital LLC, engaged by Blue as a financial advisor to evaluate and deliver the opinion as to the fairness of the proposed Business Combination, from a financial point of view, to Blue and its shareholders.

“HPC” means high-performance computing.

“HPC/AI Development Plans” means the development, design, engineering, construction and operational plans to effectuate the HPC/AI Transition prepared by the Blockfusion management team over a period of more than a year, in close collaboration with the Company’s Strategic Transition Partners.

“HPC/AI Transition” means Blockfusion’s transitioning of its business model to support AI training and inference workloads and other HPC applications, subject to completion of facility modifications, receipt of required permits and regulatory approvals and availability of adequate capital (such transition, including the construction, design, engineering, building, infrastructure updates and other related activities).

“HPC/AI Transition Team” means, collectively, the Strategic Transition Partners and certain key Blockfusion personnel responsible for planning, designing, and implementing the HPC/AI Transition, as further described in the section of this proxy statement/prospectus entitled “Information About Blockfusion.”  

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

“ING” means ING Financial Markets LLC.

“Incentive Plan” means the Pubco 2026 Equity Incentive Plan, in the form included as Annex E to this proxy statement/prospectus.

“Initial Shareholders” means the holders of the Founder Shares prior to the Initial Public Offering.

“Insider Letter” means the letter agreement, dated June 12, 2025, and as amended, by and among Blue, its directors and members of its management team, including the Blue Advisor.

“Insider Letter Amendment” means the amendment to the Insider Letter, dated as of November 19, 2025, by and among Blue, Blockfusion and Pubco, to add Pubco and Blockfusion as parties, to provide for Pubco’s assumption of Blue’s rights and obligations, and amend lock-up terms in connection with the Transactions, subject to the Closing.

“Investment Company Act” means the Investment Company Act of 1940, as amended.

“IPO” means the initial public offering of Blue’s securities consummated on June 16, 2025.

“IPO Promissory Note” means the unsecured promissory note in the principal amount of up to $300,000 issued to the Sponsor, which was repaid in full by Blue as of June 16, 2025.

“IPO Prospectus” means the final prospectus of Blue, dated as of June 12, 2025, in connection with the IPO, as filed with the SEC pursuant to Rule 424(b) under the Securities Act on June 13, 2025 (File No. 333-287281).

“IPO Underwriters” means BTIG and Roberts & Ryan.

“JB&B” means Jaros, Baum & Bolles Consulting Engineers, LLP.

“Ketan Seth Promissory Note” means the promissory note, dated December 2, 2025, issued by Blockfusion to Ketan Seth, pursuant to which Mr. Seth agreed to loan Blockfusion up to an aggregate principal amount of $150,000 for payment of certain expenses related to the Business Combination.

“Lock-Up Agreements” means the lock-up agreements entered into simultaneously with the execution of the Business Combination Agreement between Pubco and certain stockholders of Blockfusion, pursuant to which the applicable Company Stockholders agreed to certain transfer and other restrictions applicable to the shares of Pubco Common Stock they will receive in the Business Combination for a period of time after the Closing.

“Merger Consideration” means the aggregate consideration to be paid to Company Security Holders as of the Effective Time pursuant to the Company Merger, which shall consist of a number of newly issued securities of Pubco with an aggregate value equal to Four Hundred and Fifty Million U.S. Dollars ($450,000,000), with each Company Stockholder receiving for each share of Company Common Stock held (after giving effect to the Preferred Conversion or otherwise treating shares of Company Preferred Stock on an as-converted to Company Common Stock basis, but excluding any treasury shares), a number of shares of Pubco Common Stock equal to the Exchange Ratio, with holders of Company Class B Common Stock receiving shares of Pubco Class B Common Stock and holders of shares of Company Class A Common Stock receiving shares of Pubco Class A Common Stock.

“Merger Subs” means the Company Merger Sub together with the Blue Merger Sub.

“Mergers” means the Blue Merger and the Company Merger.

“Minimum Cash Condition” means the condition to Blue and its Subsidiaries’ respective obligations to consummate the Business Combination under the terms of the Business Combination Agreement that, at the Closing, the sum of (i) the aggregate cash proceeds available for release from the Trust Account (after giving effect to the completion and payment of the Redemption), plus (ii) and the net proceeds of any Financing Transactions, shall equal or exceed $75,000,000 after deducting all Expenses of Blue and Blockfusion.

“ML” means machine learning.

“MW” means megawatt, the standard unit of measurement for bulk electricity.

“Nasdaq” means The Nasdaq Stock Market LLC.

“Niagara Facility” means Blockfusion’s flagship campus, a purpose-built data-center facility located at 5380–5384 Frontier Avenue in Niagara Falls, New York.

“Non-Competition Agreements” means the non-competition and non-solicitation agreements between Pubco, Blockfusion and each of the Blockfusion Members, entered into simultaneously with the execution of the Business Combination Agreement.

“Nasdaq” means The Nasdaq Stock Market LLC.

“NYISO” means the New York Independent System Operator.

“NYISO Zone A” means a geographical region in New York that represents a specific area for electricity pricing, identified as the “WEST” zone by the New York Independent System Operator.

“Outside Date” means May 31, 2026, or an applicable later date if extended pursuant to the terms of the Business Combination Agreement.

“PCAOB” means the Public Company Accounting Oversight Board.

“Permitted Transfer” means any sale, assignment, transfer, conveyance, hypothecation or other transfer or disposition of Pubco Class B Common Stock or any legal or beneficial interest therein that is expressly permitted under the Proposed Charter.

“Person” or “person” means an individual, corporation, partnership (including a general partnership, limited partnership or limited liability partnership), limited liability company, exempted company, association, trust or other entity or organization, including a government, domestic or foreign, or political subdivision thereof, or an agency or instrumentality thereof.

“Placement Agent Engagement Letter” means that certain letter agreement, dated as of November 2, 2025, among Blue and the IPO Underwriters in connection with the Financing Transaction.

“Plan of Merger” means the plan of merger to be entered into between Blue, Blue Merger Sub, and Pubco in connection with effecting the Blue Merger in accordance with the Companies Act and the terms and provisions set forth in the Business Combination Agreement.

“Preferred Conversion” means the mandatory conversion of all outstanding shares of Company Preferred Stock into shares of Company Common Stock to be effected prior to the Company Merger Effective Date in accordance with the terms of the Business Combination Agreement.

“Private Placement” means the private placement consummated concurrently with the IPO pursuant to which Blue issued Blue Private Placement Units to the Sponsor pursuant to the Sponsor Private Placement Units Purchase Agreement and the IPO Underwriters pursuant to the Underwriter Private Placement Units Purchase Agreement.

“Private Share Rights” means the Share Rights included in the Blue Private Placement Units.

“Proposed Bylaws” means the amended and restated bylaws of Pubco in the form included as Annex D to this proxy statement/prospectus, to be adopted by Pubco upon consummation of the Business Combination.

“Proposed Charter” means the amended and restated certificate of incorporation of Pubco in the form included as Annex C to this proxy statement/prospectus, to be adopted by Pubco and which will be effective as of the Closing, assuming the Charter Proposal is approved by Blue shareholders at the Blue Extraordinary General Meeting.

“Pubco” means Blockfusion Data Centers, Inc., a Delaware corporation.

“Pubco Board” means the board of directors of Pubco.

“Pubco Class A Common Stock” means the shares of Pubco Class A Common Stock, par value $0.0001 per share, each entitling the holder thereof to one (1) vote per share.

“Pubco Class B Common Stock” means the shares of Pubco Class B Common Stock, par value $0.0001 per share, which will have economic rights (including dividend and liquidation rights) identical to those of the Pubco Class A Common Stock, but the holders thereof will be entitled to twenty (20) votes per share on all matters on which the Pubco Common Stock are entitled to vote, subject to the terms set forth in the Proposed Charter.

“Pubco Common Stock” means the shares of Pubco Class A Common Stock and Pubco Class B Common Stock.

“Pubco Organizational Documents” means, collectively, the Proposed Bylaws and Proposed Charter.

“Pubco Preferred Stock” means the preferred stock, par value $0.0001 per share, of Pubco.

“Public Share Rights” means Share Rights included in the Blue Public Units.

“Public Shareholders” means the holders of Public Shares.

“Public Shares” means Blue Class A Ordinary Shares underlying the Units sold in the IPO, including pursuant to the exercise of the IPO Underwriters’ overallotment option.

“Record Date” means the close of business on [_____], the date on which only holders of record of the Blue Ordinary Shares are entitled to notice of the Blue Extraordinary General Meeting and to vote at the Blue Extraordinary General Meeting and any adjournments or postponements of the Blue Extraordinary General Meeting.

“Redemption” means the right of the holders of Public Shares to have their shares redeemed in connection with the consummation of the Business Combination in accordance with the procedures set forth in this proxy statement/prospectus and the Current Charter.

“Redemption Payment” means the aggregate amount paid to such Public Shareholders that have redeemed their Public Shares pursuant to the Redemption.

“Redemption Price” means an amount equal to the price at which Public Shareholders that timely and properly request Redemptions may have Public Shares held by them redeemed pursuant to the Redemption.

“Registration Rights Agreement” means the Registration Rights Agreement dated as of July 12, 2025, among Blue, Sponsor, and BTIG, as the representative of the IPO Underwriters and the other persons listed thereto, entered into in connection with the IPO.

“Representative Shares” means the 175,000 Blue Class A Ordinary Shares issued by Blue to the IPO Underwriters in connection with the IPO.

“Required Proposals” means the Business Combination Proposal, the Merger Proposal, the Charter Proposal, the Incentive Plan Proposal and the Director Election Proposal.

“Roberts & Ryan” means Roberts & Ryan, Inc.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Share Rights” means the rights to receive one tenth (1/10^th) of one Blue Class A Ordinary Share included in Blue Public Units and Blue Private Placement Units.

“Share Rights Agreement” means the Share Rights Agreement, dated as of June 12, 2025, between Blue and CST, in CST’s capacity as rights agent.

“Sponsor” means Blue Holdings Sponsor LLC, a Delaware limited liability company.

“Sponsor Private Placement Units Purchase Agreement” means the Sponsor Private Placement Units Purchase Agreement pursuant to which the Sponsor agreed to purchase certain Blue Private Placement Units in the Private Placement.

“Strategic Transition Partners” means Gensler, JB&B, and Thornton Tomasetti.

“Thornton Tomasetti” means Thornton Tomasetti, Inc.

“Transactions” means all of the actions and transactions comprising the proposed Business Combination, including all of the transactions contemplated by the Business Combination Agreement, the Ancillary Agreements and any other agreements entered into in connection with the Closing, including the issuances of Pubco securities pursuant to the foregoing.

“Trust Account” means the trust account of Blue, established at the time of the IPO, containing proceeds of the sale of the Blue Public Units in the IPO, including from overallotment securities sold by Blue’s underwriters, and the sale of Blue Private Placement Units following the closing of the IPO.

“Trust Agreement” means the Investment Management Trust Agreement, dated as of June 12, 2025, between Blue and the Trustee, as well as any other agreements entered into related to or governing the Trust Account.

“Trustee” means CST, in its capacity as Trustee under the Trust Agreement.

“Underwriting Agreement” means the underwriting agreement dated June 12, 2025, by and between Blue and BTIG, as the representative of the IPO Underwriters.

“Underwriter Private Placement Units Purchase Agreement” means the Private Placement Units Purchase Agreement pursuant to which the IPO Underwriters each agreed to purchase certain Blue Private Placement Units in the Private Placement.

“Working Capital Loans” means funds, if any, that, in order to provide working capital or finance transaction costs in connection with a business combination, the Sponsor, Blue Holdings or certain of Blue’s directors and officers may, but are not obligated to, loan to Blue, up to $1,500,000 of which loans, if any, may, in the discretion of the Sponsor, be converted into up to 150,000 private placement-equivalent units at a price of $10.00 per unit, unless otherwise repaid prior to the Closing.

“Voting Agreement” means the agreement to be entered into by the Founders upon the Closing relating to the voting of their shares of Pubco Class B Common Stock, pursuant to which a proxyholder will be appointed to vote or abstain from voting shares of Pubco Class B Common Stock in accordance with the direction of at least sixty percent (60%) of the outstanding Pubco Class B Common Stock, subject to the terms and conditions set forth therein.

Share Calculations and Ownership Percentages

Unless otherwise specified (including in the sections of this proxy statement/prospectus entitled “Unaudited Pro Forma Condensed Combined Financial Information” and “Beneficial Ownership of Securities”), the share calculations and ownership percentages set forth in this proxy statement/prospectus with respect to holders of securities of Pubco as of immediately following the Business Combination are for illustrative purposes only and assume the following (certain capitalized terms below are defined elsewhere in this proxy statement/prospectus):

The share calculations and ownership percentages set forth in this proxy statement/prospectus with respect to Pubco security holders following the Business Combination also do not include any shares reserved for issuance in connection with, or equity awards that may be made in connection with or following completion of the Business Combination pursuant to the Incentive Plan, and do not give effect to any other potential dilutive issuances of equity or equity-linked securities.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this proxy statement/prospectus may constitute “forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. Forward-looking statements reflect Blue’s, Pubco’s, and Blockfusion’s current views, as applicable, with respect to, among other things, their respective capital resources, performance and results of operations. Likewise, all of Blue’s and Blockfusion’s statements, if any, regarding anticipated growth in operations, anticipated market conditions, demographics, reserves and results of operations are forward-looking statements. In some cases, you can identify these forward-looking statements by the use of terminology such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “scheduled,” “forecasts,” “estimates,” “anticipates” or the negative version of these words or other comparable words or phrases. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements.

Blue and Blockfusion caution readers of this proxy statement/prospectus that these forward-looking statements are subject to risks and uncertainties, most of which are difficult to predict and many of which are beyond Blue’s and Blockfusion’s control, which could cause the actual results to differ materially from the expected results. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of financial and operating metrics, forecasts regarding expansion opportunities and potential results thereof, market opportunity and customer demand, potential benefits and the commercial attractiveness to its customers of Blockfusion’s offerings, including the Company’s anticipated HPC/AI hosting services after the anticipated transition of Blockfusion’s business (the “HPC/AI Transition”) become an HPC/AI data center company (with such future potential HPC/AI business of Blockfusion following such transition referred to in this proxy statement/prospectus as the “Blockfusion HPC/AI Business”), the potential success of Blockfusion’s business strategies, potential benefits of the Business Combination (including with respect to stockholder value), and expectations related to the terms and timing of the Business Combination, among other factors. These statements are based on various assumptions, whether or not identified in this proxy statement/prospectus, and on the current expectations of Blockfusion’s and Blue’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions and none of Blue, Pubco or Blockfusion guarantees that the transactions and events described will happen as described or that they will happen at all. These forward-looking statements are subject to a number of risks and uncertainties, including:

If any of these risks materialize or any of Blue’s or Blockfusion’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither Blue nor Blockfusion presently know or that Blue and Blockfusion currently believe are immaterial that could also cause actual results to differ materially from those contained in the forward-looking statements. In addition, forward-looking statements reflect Blue’s and Blockfusion’s expectations, plans or forecasts of future events and views as of the date of this proxy statement/prospectus. Blue and Blockfusion anticipate that subsequent events and developments may cause Blue’s and Blockfusion’s assessments to change. However, while Blue, Pubco or Blockfusion may elect to update these forward-looking statements at some point in the future, Blue, Pubco and Blockfusion specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing Blue’s and Blockfusion’s assessments as of any date subsequent to the date of this proxy statement/prospectus. Accordingly, undue reliance should not be placed upon the forward-looking statements. Actual results, performance or achievements may, and are likely to, differ materially, and potentially adversely, from any projections and forward-looking statements and the assumptions on which those forward-looking statements were based. There can be no assurance that the data contained herein is reflective of future performance to any degree. You are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance as projected financial information and other information are based on estimates and assumptions that are inherently subject to various significant risks, uncertainties and other factors, many of which are beyond Blue’s and Blockfusion’s control. Forward-looking statements are not guarantees of performance. All forward-looking statements attributable to Blue, Pubco or Blockfusion or a person acting on their behalf are expressly qualified in their entirety by the foregoing cautionary statements.

QUESTIONS AND ANSWERS ABOUT THE BLUE EXTRAORDINARY GENERAL MEETING

The following questions and answers below only highlight selected information from this document and only briefly address some commonly asked questions about the proposals to be presented at the Blue Extraordinary General Meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that is important to Blue shareholders. We urge you to read this entire proxy statement/prospectus, including the Annexes and other documents referred to herein, carefully and in their entirety to fully understand the proposed Business Combination and the voting procedures for the Blue Extraordinary General Meeting. See also the section of this proxy statement/prospectus entitled “Where You Can Find More Information.”

This proxy statement/prospectus and its annexes contain important information about the proposed Business Combination and the other matters to be acted upon at the Blue Extraordinary General Meeting. You should read this proxy statement/prospectus and its annexes and the other documents referred to herein carefully and in their entirety.

THE VOTE OF BLUE SHAREHOLDERS IS IMPORTANT. BLUE SHAREHOLDERS ARE URGED TO SUBMIT THEIR PROXIES AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS AND ITS ANNEXES AND CAREFULLY CONSIDERING EACH OF THE PROPOSALS BEING PRESENTED AT THE BLUE EXTRAORDINARY GENERAL MEETING.

We refer to this proposal as the “The Business Combination Proposal.” A copy of the Business Combination Agreement is attached to the proxy statement/prospectus as Annex A.

In addition to the approval of the proposals at the Blue Extraordinary General Meeting, unless waived by the parties to the Business Combination Agreement, in accordance with the Business Combination Agreement and applicable law, the closing of the Business Combination is subject to a number of conditions set forth in the Business Combination Agreement including, among other things, receipt of the requisite shareholder approvals contemplated by this proxy statement/prospectus. For more information about the closing conditions to the Business Combination, see the section of this proxy statement/prospectus entitled “The Business Combination Proposal (Proposal 1) — Conditions to Closing.”

The Business Combination Agreement may be terminated at any time prior to the Closing of the Business Combination upon agreement of Blockfusion and Blue, or by Blockfusion or Blue acting alone in specified circumstances as described in the Business Combination Agreement. For more information about the termination rights under the Business Combination Agreement, see the section entitled “The Business Combination Proposal (Proposal 1) — Termination.”

Pursuant to the Current Charter, in connection with the Business Combination, the Public Shareholders may elect to redeem, effective upon the Closing of the Business Combination, Blue Class A Ordinary Shares then held by them for cash equal to the aggregate amount then on deposit in the Trust Account as of two (2) business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account (net of taxes payable), divided by the number of then outstanding Public Shares, subject to the limitations described herein and in the Current Charter. As of September 30, 2025, based on funds in the Trust Account of approximately $203.7 million as of such date, the pro rata portion of the funds available in the Trust Account for the redemption of Public Shares was approximately $10.12 per share. Public Shareholders are not required to affirmatively vote for or against the Business Combination in order to redeem their Blue Class A Ordinary Shares for cash. This means that Public Shareholders who hold Blue Class A Ordinary Shares on or before [_], 202[_] (two (2) business days before the Blue Extraordinary General Meeting) will be eligible to elect to have their Blue Class A Ordinary Shares redeemed for cash in connection with the Blue Extraordinary General Meeting, whether or not they are holders as of the Record Date, and whether or not such shares are voted at the Blue Extraordinary General Meeting.

A Public Shareholder, together with any of such shareholder’s affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming in the aggregate such shareholder’s shares or, if part of such a group, the group’s shares, with respect to 15% or more of the Public Shares. Holders of Blue’s outstanding Blue Share Rights and Blue Private Placement Units do not have redemption rights with respect to such securities in connection with the Business Combination. Holders of outstanding Blue Public Units must separate the underlying Blue Class A Ordinary Shares and Blue Public Share Rights prior to exercising redemption rights with respect to the Public Shares.

See the section entitled “The Blue Extraordinary General Meeting — Redemption Rights.”

Under the terms of the Business Combination Agreement, the approval by the Blue shareholders of the Business Combination Proposal, the Merger Proposal, the Charter Proposal, the Incentive Plan Proposal and the Director Election Proposal (collectively, the “Required Proposals”) are conditions to the consummation of the Business Combination. Each of the Merger Proposal, the Charter Proposal, the Incentive Plan Proposal, the Nasdaq Proposal, the Director Election Proposal and the Organizational Documents Proposals are conditioned on the approval of the Business Combination Proposal. The Adjournment Proposal is not conditioned on the approval of any other proposals set forth in this proxy statement/prospectus.

The Business Combination is not structured in a way that approval of at least a majority of unaffiliated Blue shareholders is required.

The Business Combination involves numerous risks. For more information about these risks, see the section entitled “Risk Factors.”

In addition to the interests of the Sponsor and Blue’s executive officers and directors in the Business Combination, Blue shareholders should be aware that the IPO Underwriters (BTIG, LLC and Roberts & Ryan, Inc.) may also have financial interests that are different from, or in addition to, the interests of Blue shareholders, including the fact that:

These interests may have influenced the Blue Board in making their recommendation that you vote in favor of the approval of the Business Combination. The members of the Blue Board were aware of and considered these interests, among other matters, when they approved the Business Combination and recommended that Blue shareholders approve the proposals required to effect the Business Combination. The Blue Board determined that the overall benefits expected to be received by Blue and its shareholders in the Business Combination outweigh any potential risk created by the conflicts stemming from these interests. In addition, the Blue Board determined that potentially disparate interests would be mitigated because (i) most of these disparate interests would exist with respect to a business combination by Blue with any other target business or businesses, (ii) these interests could be adequately disclosed to shareholders in this proxy statement/prospectus, and that shareholders could take them into consideration when deciding whether to vote in favor of the proposals set forth herein and (iii) the Sponsor will hold equity interests in Pubco with value that, after the Closing, will be based on the future performance of Pubco’s stock.

It is important for you to note that if the Required Proposals do not receive the requisite vote for approval, Blue will not consummate the Business Combination. If Blue does not consummate the Business Combination and fails to complete an initial business combination by March 16, 2027 (or such other date as approved by the Blue shareholders), Blue will be required, in accordance with the Current Charter, to dissolve and liquidate its Trust Account by returning the then-remaining funds in such account (less up to $100,000 of interest to pay dissolution expenses) to its Public Shareholders. If Blue’s initial business combination is not consummated by March 16, 2027 (or such other date as approved by the Blue shareholders), then Blue’s existence will terminate, and Blue will distribute amounts in the Trust Account as provided in the Current Charter.

These percentages assume, among other assumptions, that at, or in connection with, the Closing, (i) no Public Shareholders redeem Public Shares prior to or in connection with the Business Combination, (ii) there are no pre-Closing transfers, distributions or forfeitures of securities held by the Sponsor, (iii) that all outstanding Blue Share Rights have been converted into shares of Pubco Class A Common Stock at Closing, (iv) that no Assumed Options or Assumed Warrants are converted or exercised post-Closing, and (v) no shares of Pubco Common Stock are issued pursuant to the Incentive Plan. If actual facts are different from these assumptions, which they are likely to be, the percentage ownership retained by the Blue shareholders and Company Security Holders in Pubco, and the associated voting power, will be different.

If any of the Public Shareholders redeem their Public Shares prior to or in connection with the Closing, the percentage of the outstanding Pubco Common Stock held by Public Shareholders will decrease and the percentages of the outstanding Pubco Common Stock held by the Sponsor and by the Company Security Holders will increase, in each case, relative to the percentages held if none of the Blue Class A Ordinary Shares are redeemed.

Upon the issuance of the Pubco Common Stock in connection with the Business Combination, the percentage ownership of the total outstanding shares of Pubco Common Stock by Public Shareholders who do not redeem their Public Shares will be diluted. Public Shareholders that do not redeem their Public Shares in connection with the Business Combination will experience further dilution upon the exercise of Assumed Warrants and Assumed Options after the Closing by Company Security Holders. The percentage of the total number of outstanding shares of Pubco Common Stock that will be owned by Public Shareholders as a group will vary based on the number of Public Shares for which the holders thereof elect to have redeemed in connection with the Business Combination.

The numbers of shares and percentage interests in the table below reflect different redemption scenarios as set forth below.

The following table illustrates varying ownership levels of Pubco immediately following the Business Combination, excluding the potential dilutive effects of (i) potentially issuable Pubco Class A Common Stock to holders of Assumed Options and (ii) potentially issuable Pubco Class A Common Stock to holders of Assumed Warrants in all scenarios:

All of the relative percentages above are for illustrative purposes only and are based upon certain assumptions as described in the section entitled “Frequently Used Terms — Share Calculations and Ownership Percentages” and, with respect to the determination of the assumptions incorporated into the “Contractual Maximum Redemptions” scenario, as described above. Should one or more of the assumptions prove incorrect, actual ownership percentages may vary materially from those described in this proxy statement/prospectus as anticipated, believed, estimated, expected or intended. See “Unaudited Pro Forma Condensed Combined Financial Information.”

Dilution

Dilution per share to the original investors in Blue is determined by its net tangible book value per share, as adjusted, while excluding the Business Combination, while giving effect to material probable or consummated transactions and other material effects on Blue’s net tangible book value per share, from the IPO price per share paid by original investors in Blue as set forth as follows under three redemption scenarios.

The following table presents the net tangible book value per share at specified redemption levels assuming various sources of material probable dilution (but excluding the effects of the Business Combination itself) (in thousands, except per share data):

Blue issued the Blue Class A Ordinary Shares in the IPO at $10 per share. After giving effect to the IPO and the concurrent private placement of 7,069,913 Founder Shares sold to the Initial Shareholders, there are an aggregate of 27,962,163 Blue Ordinary Shares issued and outstanding. In connection with the proposed Business Combination, assuming its consummation in accordance with the Business Combination Agreement, immediately after the Closing, Pubco is expected to have outstanding an additional 42,930,395 shares of Pubco Common Stock to be issued to the Company Security Holders in the Company Merger. The tabular disclosure includes presentations of information at various illustrative redemption levels consistent with the “No Redemptions,” “25% of Contractual Maximum Redemptions,” “50% of Contractual Maximum Redemptions” and “Contractual Maximum Redemptions” scenarios further described in the section of this proxy statement/prospectus entitled “Unaudited Pro Forma Condensed Combined Financial Information.”

For purposes of Item 1604(c)(1) of Regulation S-K, Pubco would have 70,892,558 total shares of outstanding Pubco Common Stock immediately after giving effect to the Business Combination under the “No Redemptions” scenario. Where there are no redemptions of Public Shares prior to the Closing, Blue valuation is based on the issuance price of Blue securities in the IPO of $10.00 and is therefore calculated as: $10.00 (Blue per share IPO price) times 70,892,558 shares, or $708.9 million. The following table illustrates the valuation at the offering price of the securities at the IPO price of $10.00 per share for each redemption scenario :

The foregoing required disclosure is not a guarantee that the trading price of the Pubco Class A Common Stock will not be below the offering price of Blue Class A Ordinary Shares in the IPO, nor is the required disclosure a guarantee that Pubco will attain any of the levels of valuation presented.

The above discussion and table are based on an aggregate of 27,962,163 Blue Ordinary Shares outstanding on September 30, 2025, and exclude, as of such date, up to 2,071,725 shares issuable upon conversion of outstanding Blue Share Rights. If all of such Blue Share Rights are converted, the number of outstanding shares will be increased by 2,071,725 shares, and the adjusted net book value per share will be decreased by $0.47 in the “No Redemptions” scenario.

The above discussion and table also exclude potential dilutive effects associated with any exercise or conversion of Assumed Warrants or Assumed Options after the Closing by Company Security Holders, as well as future issuances or grants of equity or equity-linked securities by Pubco pursuant to the Incentive Plan expected to be adopted in connection with the Closing, assuming the approval by Blue shareholders of the Incentive Plan at the Blue Extraordinary General Meeting.

The following table illustrates potential sources of dilution under each scenario that may occur:

The aforementioned equity issuances are not the only sources of potential dilution to the relative ownership and associated voting percentage associated with shares of Pubco Common Stock held by non-redeeming Public Shareholders after the Closing; any additional equity and equity-linked issuances by Pubco may result in additional dilution to Public Shareholders’ percentage ownership in Pubco, potentially significantly, which, in turn, may limit or decrease Public Shareholders’ voting power and ability to influence decision-making with regard to Pubco and may have other effects, as described above and as further described in the “Risk Factors” section of this proxy statement/prospectus.

All of the relative percentages above are for illustrative purposes only and are based upon certain assumptions as described in the section entitled “Frequently Used Terms — Share Calculations and Ownership Percentages” and, with respect to the determination of the “Maximum Redemptions,” the section entitled “Unaudited Pro Forma Condensed Combined Financial Statements.” Should one or more of the assumptions prove incorrect, actual ownership percentages may vary, potentially materially, from those described in this proxy statement/prospectus as anticipated, believed, estimated, expected or intended. See “Unaudited Pro Forma Condensed Combined Financial Information.”

Upon the consummation of the Business Combination, Alex Martini-Lo Manto, Kant Trivedi, Robert Scott and Gustavo Mana will hold an aggregate of approximately 89% of the voting power of Pubco’s outstanding capital stock following the Business Combination (assuming, among other things, that no Public Shareholders exercise redemption rights in connection with the Closing and the other assumptions described under the section with the heading “Frequently Used Terms — Share Calculations and Ownership Percentages”). See “Management of Pubco Following the Business Combination – Controlled Company” and “Risk Factors – Risks Related to Ownership of Pubco Common Stock – Following the Business Combination, Pubco will become a “controlled company” within the meaning of the Nasdaq rules and, as a result, will qualify for, and may rely on, exemptions from certain corporate governance requirements. As a result, you may not have the same protections afforded to shareholders of companies that are subject to such requirements.” for more information.

The concentrated control resulting from Pubco’s dual class multiple voting structure incorporated in the Proposed Charter may limit or preclude the Public Shareholders’ ability to influence corporate matters with respect to Pubco after the Closing for the foreseeable future, including the election of directors, amendments of Pubco’s organizational documents and any merger, consolidation, sale of all or substantially all of Pubco’s assets or other major corporate transactions requiring stockholder approval. In addition, this concentrated control may prevent or discourage unsolicited acquisition proposals or offers for Pubco capital stock that Public Shareholders may believe are in your best interest as a stockholder of Pubco. As a result, such concentrated control may adversely affect the market price of the Pubco Class A Common Stock.

If the Business Combination Proposal is not approved, the Merger Proposal, the Charter Proposal, the Inventive Plan Proposal and the Director Election Proposal will not be presented to the Blue shareholders for a vote. If the Required Proposals are not approved, the Organizational Documents Proposals and the Nasdaq Proposal will not be presented to the Blue shareholders for a vote, although the Adjournment Proposal may be presented. The approval of the Business Combination Proposal and the other Required Proposals are preconditions to the consummation of the Business Combination.

The Sponsor has agreed to vote its Blue Ordinary Shares in favor of the proposals.

Please see the sections entitled “Risk Factors” and “The Business Combination Proposal (Proposal 1) — Interests of Blockfusion’s Officers, Directors and Advisors” and “Management After the Business Combination — Executive Officers and Directors After the Business Combination” and “Executive and Director Compensation of Blockfusion — Executive Officer and Director Compensation After the Business Combination” and “The Charter Proposal (Proposal 3)” of this proxy statement/prospectus for a further discussion of these interests.

Continental Stock Transfer & Trust Company
One State Street Plaza, 30^th Floor
New York, New York 10004
Attention: SPAC Redemption Team
E-mail: spacredemptions@continentalstock.com

Please also affirmatively certify in your request to Continental Stock Transfer & Trust Company for redemption if you “ARE” or “ARE NOT” acting in concert or as a “group” (as defined in Section 13d-3 of the Exchange Act) with any other shareholders with respect to Blue Ordinary Shares. A holder of the Public Shares, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as defined in Section 13d-3 of the Exchange Act) will be restricted from seeking redemption rights with respect to an aggregate of 15% or more of the Public Shares, which we refer to as the “15% threshold.” Accordingly, all Public Shares in excess of the 15% threshold beneficially owned by a Public Shareholder or group will not be redeemed for cash. Shareholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the transfer agent and time to effect delivery. It is Blue’s understanding that shareholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, Blue does not have any control over this process, and it may take longer than two weeks. Shareholders who hold their shares in “street name” will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with Blue’s consent, until the consummation of the Business Combination, or such other date and time as determined by the Blue Board. If you delivered your shares for redemption to Blue’s transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that Blue’s transfer agent return the shares (physically or electronically). You may make such request by contacting Blue’s transfer agent at the phone number or address listed under the question “Who can help answer my questions?” below.

If Blue receives valid redemption requests from holders of Public Shares prior to the redemption deadline, Blue may, at its sole discretion, following the redemption deadline and until the date of Closing (or such earlier date and time, if any, as Blue may determine in its sole discretion), seek and permit withdrawals by one or more of such holders of their redemption requests. Blue may select which holders to seek such withdrawals of redemption requests from based on any factors we may deem relevant, and the purpose of seeking such withdrawals may be to increase the funds held in the Trust Account. If a holder of Public Shares delivered its Public Shares for redemption to the transfer agent and decides within the required timeframe not to exercise its redemption rights, it may request that the transfer agent return the shares (physically or electronically). The holder can make such request by contacting the transfer agent, at the address or email address listed in this proxy statement/prospectus.

TAX MATTERS ARE COMPLICATED, AND THE TAX CONSEQUENCES OF EXERCISING YOUR REDEMPTION RIGHTS WILL DEPEND ON THE FACTS OF YOUR OWN SITUATION. YOU SHOULD CONSULT YOUR OWN TAX ADVISOR AS TO THE SPECIFIC TAX CONSEQUENCES OF THE EXERCISE OF REDEMPTION RIGHTS TO YOU IN YOUR PARTICULAR CIRCUMSTANCES.

If you hold Blue Public Units registered in your own name, you must deliver the certificate for such units  to Continental Stock Transfer & Trust Company, our transfer agent, with written instructions to separate such units into Public Shares and Blue Public Share Rights. This must be completed far enough in advance to permit the mailing of the stock certificates for the Public Shares back to you so that you may then exercise your redemption rights upon the separation of the Public Shares from the Blue Public Units. See “How do I exercise my redemption rights?” above. The address of Continental Stock Transfer & Trust Company is listed under the question “Who can help answer my questions?” below.

If a broker, dealer, commercial bank, trust company or other nominee holds your units, you must instruct such nominee to separate your Blue Public Units. Your nominee must send written instructions by facsimile to Continental Stock Transfer & Trust Company, our transfer agent. Such written instructions must include the number of Blue Public Units to be split and the nominee holding such units. Your nominee must also initiate electronically, using The Depository Trust Company’s DWAC system, a withdrawal of the relevant units and a deposit of an equal number of Public Shares and Blue Public Share Rights. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the Public Shares from the Blue Public Units. While this is typically done electronically on the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your Public Shares to be separated in a timely manner, you will likely not be able to exercise your redemption rights.

Section 238. (1) of the Companies Act provides that a member of a constituent company incorporated thereunder shall be entitled to payment of the fair value of that person’s shares upon dissenting from a merger or consolidation.

Section 239. (1) of the Companies Act provides that no rights under section 238 of the Companies Act shall be available in respect of the shares of any class for which an open market exists on a recognized stock exchange or recognized interdealer quotation system at the expiry date of the period allowed for written notice of an election to dissent under section 238(5) of the Companies Act, provided that such section shall not apply if the holders thereof are required by the terms of a plan of merger or consolidation pursuant to section 233 or 237 of the Companies Act to accept for such shares anything except: (a) shares of a surviving or consolidated company, or depository receipts in respect thereof; (b) shares of any other company, or depository receipts in respect thereof, which shares or depository receipts at the effective date of the merger or consolidation, are either listed on a national securities exchange or designated as a national market system security on a recognized interdealer quotation system or held of record by more than two thousand holders; (c) cash in lieu of fractional shares or fractional depository receipts described in paragraphs (a) and (b); or (d) any combination of the shares, depository receipts and cash in lieu of fractional shares or fractional depository receipts described in paragraphs (a), (b) and (c).

Blue shareholders who are considering exercising dissenter’s rights are advised to consult appropriate legal counsel.

If the Business Combination is consummated, the funds remaining in the Trust Account after payment of the foregoing and any additional transaction expenses, if any, are expected to be used by Pubco for working capital and general corporate purposes.

Despite the receipt of the remaining proceeds, Pubco may still require other available sources of liquidity to fund its operations, including any funds on hand, any funds generated through business operations and any funds that may be available to Pubco through financing or other means, if and to the extent available.

As of the date of this proxy statement/prospectus, Blockfusion cannot predict with certainty all of the particular uses of the funds held in the Trust Account. The amounts and timing of Pubco’s actual expenditures may vary significantly depending on numerous factors, including the amount of remaining proceeds realized from the Business Combination, if any, cash flows from operations and the anticipated growth of Pubco’s business. Pubco’s management will retain broad discretion over the allocation of the proceeds from the Business Combination. Pending its use of the funds in the Trust Account, Blockfusion intends to invest the funds in a variety of capital preservation investments, including short-term, investment-grade, interest-bearing instruments and U.S. government securities.

If, as a result of the termination of the Business Combination Agreement or otherwise, Blue is unable to complete the Business Combination or another initial business combination transaction by March 16, 2027 (or such other date as approved by the Blue shareholders), the Current Charter provides that Blue will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to Blue (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as Blue shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Blue’s remaining shareholders and the Blue Board, liquidate and dissolve, subject in each case to Blue’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of all provisions of laws, statutes, ordinances, rules, regulations, permits, certificates, judgments, decisions, decrees or orders of any governmental authority applicable to Blue. Blue expects that the amount of any distribution its Public Shareholders will be entitled to receive upon its dissolution will be approximately the same as the amount they would have received if they had redeemed their shares in connection with the Business Combination, subject in each case to Blue’s obligations under the Companies Act to provide for claims of creditors and other requirements of applicable law. The Sponsor has waived any right to any liquidation distribution from the Trust Account with respect to its Founder Shares and Blue Class A Ordinary Shares underlying Private Placement Units. The IPO Underwriters have waived any right to any liquidation distribution from the Trust Account with respect to its Representative Shares and Blue Class A Ordinary Shares underlying Private Placement Units.

In the event of liquidation, there will be no liquidating distributions with respect to the outstanding Blue Share Rights. Accordingly, the Blue Share Rights will expire worthless in the event of liquidation.

For a description of the conditions to the completion of the Business Combination, see the section entitled “The Business Combination Proposal (Proposal 1).”

Shareholders who choose to participate in the Blue Extraordinary General Meeting can vote their shares electronically during the meeting via live audio webcast by visiting www.cstproxy.com/[_]. You will need the control number that is printed on your proxy card to enter the Blue Extraordinary General Meeting. Blue recommends that you log in at least 15 minutes before the meeting to ensure you are logged in when the Blue Extraordinary General Meeting starts.

If your shares are held in “street name” through a broker, bank or other nominee, your broker, bank or other nominee will send you separate instructions describing the procedure for voting your shares. “Street name” shareholders who wish to vote at the Blue Extraordinary General Meeting will need to obtain a proxy form from their broker, bank or other nominee.

[_]

To obtain timely delivery, Blue shareholders must request the materials no later than [_], 202[_].

You may also obtain additional information about Blue from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”

If you intend to seek redemption of your Public Shares, you will need to send a letter demanding redemption and deliver your shares (either physically or electronically) to Blue’s transfer agent prior to the Blue Extraordinary General Meeting in accordance with the procedures detailed under the question “How do I exercise my redemption rights?” If you have questions regarding the certification of your position or delivery of your shares, please contact:

Continental Stock Transfer & Trust Company
One State Street Plaza, 30^th Floor
New York, New York 10004
Attention: SPAC Redemption Team
E-mail: spacredemptions@continentalstock.com

 

Organizational Structure

 

The diagram below depicts a simplified version of the current organizational structures of Pubco and Blockfusion prior to, and after, the consummation of the proposed Business Combination, taking into account various assumptions, as further described below and under the section of this proxy statement/prospectus entitled “Frequently Used Terms — Share Calculations and Ownership Percentages” and as described under the presentation described as the “Assuming No Redemption” in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.”

 

 

The diagram below depicts a simplified version of Pubco’s organizational structure immediately following the completion of the Business Combination, taking into account the assumptions identified in the caption above.