Blue Acquisition Corp Revises Blockfusion Earnout to 15M Shares, Restructures CoreWeave Warrant
BACC is trading near its 52-week low of $9.96 (5.4% above the low).
Summary
Blue Acquisition Corp and Blockfusion signed a Sixth Amendment to their merger agreement, capping the earnout at 15 million shares across three price targets and restructuring the CoreWeave warrant to reduce dilution for existing Blockfusion stockholders.
Key Events · M&A and Partnerships · BACC
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Earnout Capped at 15M Shares
Maximum Earnout Shares reduced to 15,000,000, split into three tranches of 5,000,000 each tied to VWAP thresholds of $13.00, $15.00, and $17.00 per share over 20 of 30 trading days.
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CoreWeave Warrant Excluded from Dilution
The CoreWeave Warrant (2,786,624 Blockfusion shares at $7.6898) is excluded from Fully-Diluted Company Shares, increasing the Pubco share allocation to existing Blockfusion stockholders at Closing.
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CoreWeave Warrant Replaced at Pubco Level
CoreWeave's warrant is cancelled immediately before the Effective Time and replaced with a Pubco CoreWeave Warrant for 2,870,813 shares at $7.4643 per share, subject to adjustment.
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Earnout Structure Simplified
Fourth and Fifth Earnout Share Payment and Share Price Target defined terms are deleted, reducing the earnout from five tranches to three.
Analysis · BACC · Real Estate & Construction
The Sixth Amendment materially changes the economics of the pending Blockfusion merger. The earnout pool is now capped at 15 million Pubco shares across three price targets ($13, $15, $17), replacing a previously larger five-tranche structure — a reduction in potential dilution to existing holders. More significantly, the CoreWeave Warrant is carved out of the Fully-Diluted Company Shares denominator, meaning Blockfusion's existing stockholders receive a larger share of Pubco at Closing, while CoreWeave's warrant is cancelled and replaced with a Pubco-level warrant at a slightly lower exercise price. This reallocates value between Blockfusion legacy holders and CoreWeave, and comes just days after CoreWeave converted its LOI into a definitive 15-year anchor lease — a sequence that strengthens the deal's commercial foundation while adjusting who captures the upside.
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At the time of this filing, BACC was trading at $10.50 on NASDAQ in the Real Estate & Construction sector, with a market capitalization of approximately $293.6M. The 52-week trading range was $9.96 to $11.10. This filing was assessed with neutral market sentiment and an importance score of 7 out of 10.