Blockfusion USA And Blue Acquisition Corp Has Entered Into A Definitive Business Combination Agreement; Blockfusion Management Estimates That The Post-HPC/AI Transition Business May Generate As Much As $128M In Gross Revenues And $75M EBITDA By 2028, Increasing To $209M Gross Revenues And $132M By 2030

• The surge in demand for HPC and AI compute is driving demand for data center capacity across the industry. Blockfusion's Niagara Facility has become a sought-after location for customers pursuing high-density HPC/AI deployments. Blockfusion is responding to this demand by upgrading and expanding an already powered and operational facility into a next-generation data center built for GPU-driven workloads.
• Blockfusion's owned and operated Niagara Facility, sitting in NYISO Zone-A, is a clean energy-powered data center that can transport data within approximately 1 millisecond to Toronto, and 3.75 milliseconds to both New York City and Boston. The campus straddles a strategic cross-border power and fiber corridor, surrounded by major HPC and semiconductor companies including Tesla, Yahoo!, and Micron Technology, all concentrated in New York's SMART I-Corridor innovation hub.
• Blockfusion currently deploys approximately 46 Tier 1 MWs, with plans to transition to over 100 MWs of Tier 3 capacity on its campus to support next-generation AI workloads. Following expansion guided by leading data center architectural and engineering partners Gensler, JB&B and Thornton Tomasetti, Blockfusion's already zoned and designed expansion will support power density of 200KW per rack.
• Blockfusion's management team brings more than 100 years of combined experience in data center infrastructure. In addition, director nominee Aber Whitcomb (CEO of Salt AI, and co-founder and director of Core Scientific (Nasdaq: CORZ)) is expected to join the post-closing public company board.
• Blockfusion intends to implement its high-performance (HPC)/AI upgrade plans on an accelerated basis relative to greenfield sites and certain non-powered competitors, leveraging existing power access, diligenced expansion opportunities and disciplined execution strategies to meet increasing GPU demands.
• The proposed Business Combination with Blue Acquisition attributes a $450 million pre-money equity value to Blockfusion's business, which will be carried out after the closing by Blockfusion Data Centers, Inc., securities of which are expected to trade on Nasdaq.
• Blue Acquisition currently has approximately $204 million of cash in the trust account established at the time of its IPO.
• Through trust retention and potential financing transactions -expected to include a common equity PIPE - the parties seek to deliver $200 million in proceeds, before transaction expenses, to the go-forward business for AI transition and other working capital purposes.
• Blockfusion management estimates that the post-HPC/AI transition business may generate as much as $128M in gross revenues and $75M EBITDA by 2028, increasing to $209M gross revenues and $132M by 2030, based on cash-based forecasting methodology and excluding capital expenditure requirements, assuming the successful execution of the Company's HPC/AI transition plan including capital access, execution of expansion opportunities, and retention of offtake agreement(s) within the expected timeline.

NEW YORK and NEWPORT BEACH, Calif., Nov. 19, 2025 /PRNewswire/ -- Blockfusion USA, Inc. ("Blockfusion" or the "Company"), a data center infrastructure company, and Blue Acquisition Corp. (NASDAQ:BACC) ("Blue Acquisition"), a publicly traded special purpose acquisition company, today announced that the companies have entered into a definitive business combination agreement (the "Business Combination Agreement"), dated as of November 19, 2025. Upon consummation, if any, of the transaction (the "Closing"), Blockfusion's business will be operated by the surviving public company, Blockfusion Data Centers, Inc. ("Pubco").

The terms of the proposed transaction (the "Business Combination" or "Transaction") include the expected delivery at Closing to former Company security holders of newly‑issued Pubco securities with an aggregate value equal to $450 million, based on an implied pre-money enterprise value of Blockfusion of $480 million. 

Founded in 2019 by Alex Martini-Lo Manto, Blockfusion's CEO, and Kant Trivedi, Blockfusion's COO, Blockfusion owns and operates a Niagara Falls, NY-based data center facility through its subsidiary North East Data, LLC (the "Niagara Facility"). 

Blockfusion delivers clean, reliable and production-ready power and infrastructure with 46MWs currently energized and operating. The Company supports customers running power-and compute-intensive workloads that demand predictable performance, near-perfect uptime and resilient network connectivity. 

The Company is transitioning to become a next-generation HPC/AI data center in accordance with detailed development plans (the "HPC/AI Development Plan") already prepared over a 20-month period alongside industry-leading architectural, design and engineering partners. Blockfusion's current access to power, fiber and approved zoning are expected to provide significant time-to-market advantages over greenfield projects and Blockfusion's contemplated goal is to provide Tier 3 power to colocation customers within 18-20 months from funded building activities, subject to capital access; securing long-term colocation leasing clients; construction execution; and other factors. Following full implementation, Blockfusion expects to host AI/HPC workloads with 200KW compute loads per GPU rack totaling over 100 MW of Tier 3 capacity.