Blue Acquisition Corp

1. 1

   Business Combination Proposal

   ManagementBoard: FOR

   Approve the Business Combination Agreement and all related transactions, including the mergers, issuance of Pubco securities, and delivery of merger consideration to Blockfusion security holders.

   More detail

   Proposal 1 asks shareholders to approve the Business Combination Agreement and the full package of transactions contemplated by it. The structure includes a merger of Blue Merger Sub into Blue and a merger of Company Merger Sub into Blockfusion. Blue would survive as a wholly owned subsidiary of Pubco, while Blockfusion would also become a wholly owned Pubco subsidiary. Existing Blue securities would be exchanged for substantially equivalent Pubco securities, while Blockfusion holders would receive Pubco Class A or Class B common stock, assumed options and assumed warrants. The aggregate merger consideration for Blockfusion security holders is stated to be $450 million, subject to the exchange-ratio mechanics and redemption price. The transaction also includes a dual-class voting structure, an incentive plan, potential earnout shares, and the CoreWeave Pubco Warrant. Management is seeking approval to complete the de-SPAC transaction and provide Blockfusion with a public listing and potential access to capital. The Blue Board recommends a vote FOR, citing due diligence, the strategic opportunity in HPC/AI infrastructure, Blockfusion’s power and facility assets, valuation analyses, and fairness opinions, while acknowledging substantial execution, financing, permitting and dilution risks.

2. 2

   Merger Proposal

   ManagementBoard: FOR

   Authorize and approve the Blue Merger of Blue Merger Sub with and into Blue and the related Plan of Merger under Cayman Islands law.

   More detail

   Proposal 2 asks shareholders to authorize the statutory Blue Merger under the Cayman Islands Companies Act. Atlas I Merger Sub would merge into Blue, with Blue continuing as the surviving Cayman Islands entity. The Plan of Merger would govern the mechanics and would be filed with the Cayman Registrar. The proposal also authorizes the required corporate and regulatory filings and related implementation actions. It redesignates authorized Class A ordinary shares as ordinary shares of the surviving entity. It cancels authorized but unissued Class B ordinary shares and preference shares. It replaces Blue’s existing memorandum and articles with new constitutional documents for the surviving entity. Approval requires a special resolution supported by at least two-thirds of votes cast, making it a higher threshold than most other proposals. The Board recommends FOR because the merger is a necessary legal step to implement the broader Business Combination and is conditioned on approval of Proposal 1.

3. 3

   Charter Proposal

   ManagementBoard: FOR

   Approve Pubco’s Proposed Charter and Proposed Bylaws, effective at closing, including the post-combination corporate structure and governance framework.

   More detail

   Proposal 3 asks shareholders to approve the amended and restated certificate of incorporation and bylaws of Pubco. The documents would become effective upon consummation of the Business Combination. The Proposed Charter authorizes 500 million Class A shares, 200 million Class B shares and 300 million preferred shares. It establishes a dual-class structure in which Class B shares carry 20 votes and Class A shares carry one vote. It also includes director-removal, amendment, forum-selection and other governance provisions. The Proposed Bylaws establish the operating framework for the post-combination Delaware corporation. Management is seeking approval because Blue’s Cayman constitutional documents are not suitable for Pubco’s post-business-combination status. The Charter Proposal is a condition to closing and is linked to the Business Combination and Merger Proposals. The Board recommends FOR, viewing the documents as necessary to implement the transaction and support Pubco’s financing, governance and strategic needs.

4. 4

   Advisory Proposal 4 — Authorized Capital Stock

   ManagementBoard: FOR

   Approve, on a non-binding advisory basis, Pubco’s authorization of 500 million Class A shares, 200 million Class B shares and 300 million preferred shares.

   More detail

   Advisory Proposal 4 asks shareholders to endorse Pubco’s proposed authorized capital structure. The proposal covers 500 million Class A common shares, 200 million Class B common shares and 300 million preferred shares. The vote is non-binding and is presented separately to satisfy SEC disclosure practices concerning material charter differences. The increased authorization is intended to provide flexibility for future financing transactions and acquisitions. It would also support strategic partnerships, stock dividends, stock splits and awards under the proposed incentive plan. The large authorization would give the Board substantial capacity to issue securities without seeking additional stockholder approval, subject to applicable law and exchange rules. Future issuances could dilute existing holders or affect voting control, particularly given the dual-class structure. The Board recommends FOR because it considers the authorization necessary for Pubco’s anticipated capital needs and strategic development. Approval of this advisory proposal is not independently a closing condition, although the broader Charter Proposal is linked to the transaction.

5. 5

   Advisory Proposal 5 — Director Removal

   ManagementBoard: FOR

   Approve, on a non-binding advisory basis, a provision allowing removal of Pubco directors only for cause and by a 66 2/3% voting-power threshold.

   More detail

   Advisory Proposal 5 concerns the standard for removing Pubco directors. It would permit removal only for cause and only with approval from holders of at least 66 2/3% of the voting power entitled to elect directors. The provision differs from the more permissive removal framework applicable under Blue’s existing charter. Management argues that the higher threshold would promote continuity and preserve institutional knowledge on the Pubco Board. It also could make it harder for an acquirer or activist investor to replace the Board quickly. The provision is therefore an anti-takeover and board-stability mechanism. Its practical effect will be amplified by the proposed 20-vote Class B shares held by Blockfusion-related holders. The advisory vote is non-binding and does not independently determine whether the provision becomes effective. The Board recommends FOR, citing board continuity and protection against disruptive changes in control.

6. 6

   Advisory Proposal 6 — Opt Out of Section 203

   ManagementBoard: FOR

   Approve, on a non-binding advisory basis, a provision providing that Pubco will not be governed by Section 203 of the Delaware General Corporation Law.

   More detail

   Advisory Proposal 6 asks shareholders to approve Pubco’s election not to be governed by Section 203 of the Delaware General Corporation Law. Section 203 generally restricts a Delaware public company from entering into specified business combinations with a 15% or greater interested stockholder for three years. Opting out removes that statutory default protection. The result may provide Pubco with greater flexibility to pursue transactions involving significant stockholders. It may also reduce a legal barrier against coercive or opportunistic takeovers. The proposal is particularly notable because Pubco will already have a dual-class structure and concentrated voting control. The advisory vote is non-binding, but it forms part of the material governance differences disclosed to shareholders. Management recommends FOR, without identifying a company-specific transaction that requires the opt-out. Sophisticated investors should weigh the flexibility benefit against the reduced statutory protection from interested-stockholder combinations.

7. 7

   Advisory Proposal 7 — Charter Amendment Thresholds

   ManagementBoard: FOR

   Approve, on a non-binding advisory basis, provisions establishing Board and stockholder approval requirements for amending the Proposed Charter, including 66 2/3% thresholds for specified provisions.

   More detail

   Advisory Proposal 7 addresses how Pubco’s certificate of incorporation may be amended. Ordinary amendments generally would require approval by the Pubco Board and a majority of the combined voting power. Certain designated provisions would instead require approval from at least 66 2/3% of total voting power. Management characterizes the supermajority requirements as protections for key governance provisions. The structure may prevent a simple majority from changing provisions that protect board continuity, voting arrangements or other corporate rights. Because Class B shares carry 20 votes each, the practical threshold is heavily influenced by Blockfusion’s founders. The provision may therefore entrench existing control and make future governance changes more difficult. The advisory vote is non-binding and is not itself a closing condition. The Board recommends FOR, citing protection against arbitrary or harmful amendments.

8. 8

   Advisory Proposal 8 — Bylaw Amendment Authority

   ManagementBoard: FOR

   Approve, on a non-binding advisory basis, provisions authorizing the Pubco Board to amend the Proposed Bylaws by majority vote while requiring 66 2/3% stockholder approval for stockholder-initiated bylaw changes.

   More detail

   Advisory Proposal 8 concerns the authority to adopt, amend or repeal Pubco’s bylaws. It expressly empowers the Pubco Board to make bylaw changes by majority vote. Stockholders would also retain the ability to amend the bylaws, but would need 66 2/3% of the voting power entitled to elect directors. The provision is intended to preserve Board flexibility in responding to operational and governance needs. At the same time, the supermajority stockholder threshold makes it difficult for a simple majority to override the Board. The rule may protect continuity but can also reduce stockholder influence over governance rules. The effect is magnified by Pubco’s Class B super-voting structure. The proposal is advisory and does not independently determine whether the broader charter package is adopted. The Board recommends FOR because it views the framework as protective of key provisions while allowing efficient Board action.

9. 9

   Advisory Proposal 9 — Removal of Blank Check Provisions

   ManagementBoard: FOR

   Approve, on a non-binding advisory basis, removal of provisions applicable only to Blue as a blank check company.

   More detail

   Advisory Proposal 9 asks shareholders to endorse deleting provisions that apply only while Blue operates as a blank check company. Those provisions include SPAC-specific limits, liquidation mechanics and other pre-business-combination requirements. After closing, Pubco is intended to operate as a Delaware public company with Blockfusion as its operating business. Removing the provisions would align the constitutional documents with Pubco’s post-combination status. The change would eliminate obsolete requirements such as the obligation to liquidate if a business combination is not completed by a deadline. It also would help avoid confusion between Blue’s pre-closing governance regime and Pubco’s continuing corporate framework. The advisory vote is non-binding and is presented to disclose a material difference under SEC guidance. The Board recommends FOR because the provisions would no longer serve a purpose after the transaction. Investors should note that removal also reflects the irreversible shift from SPAC protection mechanisms to ordinary public-company governance.

10. 10

    Advisory Proposal 10 — Automatic Class B Conversion on Non-Permitted Transfer

    ManagementBoard: FOR

    Approve, on a non-binding advisory basis, automatic conversion of Class B shares into Class A shares upon transfers that are not Permitted Transfers.

    More detail

    Advisory Proposal 10 addresses the transferability of Pubco’s high-vote Class B shares. It would automatically convert Class B shares into one-vote Class A shares when transferred in a manner that is not a Permitted Transfer. The rule is intended to prevent the super-voting rights from being freely sold or transferred to unrelated parties. It preserves concentrated voting power for the designated founders and permitted estate-planning or related transferees. Automatic conversion can protect the intended governance bargain established at closing. Conversely, it limits the liquidity and strategic transfer value of Class B shares. The proposal is part of the dual-class structure that gives Class B holders 20 votes per share. The advisory vote is non-binding, but the provision is included in the Proposed Charter. The Board recommends FOR as a means of maintaining founder alignment and preventing unintended transfers of control.

11. 11

    Advisory Proposal 11 — Dual-Class Voting Structure

    ManagementBoard: FOR

    Approve, on a non-binding advisory basis, provisions requiring Class A and Class B holders to vote together, with one vote per Class A share and 20 votes per Class B share.

    More detail

    Advisory Proposal 11 asks shareholders to endorse Pubco’s dual-class voting structure. Class A and Class B holders would generally vote together as one class. Each Class A share would carry one vote, while each Class B share would carry 20 votes. The structure would give Blockfusion’s founders and other Class B holders voting control disproportionate to their economic ownership. Management argues that this supports long-term stability, leadership continuity and execution of the strategic vision without short-term market pressure. The structure can help management pursue capital-intensive HPC/AI infrastructure plans without losing control during development. It also substantially limits public shareholders’ ability to influence director elections, amendments and other major transactions. The proposal is advisory and does not independently condition closing, but the dual-class structure is embedded in the Proposed Charter. The Board recommends FOR, while the filing expressly acknowledges that concentrated control may deter takeovers and materially restrict public shareholder influence.

12. 12

    Incentive Plan Proposal

    ManagementBoard: FOR

    Approve Pubco’s 2026 Stock Incentive Plan, including a share reserve equal to 12% of Pubco’s outstanding common stock immediately after closing.

    More detail

    Proposal 12 asks shareholders to approve Pubco’s 2026 Stock Incentive Plan. The plan would become available after closing and would reserve shares equal to 12% of Pubco’s common stock outstanding immediately after the transaction. It authorizes stock options, stock appreciation rights, restricted shares, restricted stock units, performance awards and cash-based awards. The plan is intended to support recruitment, retention and motivation of employees, directors, consultants and advisors. It also seeks to align participant compensation with Pubco’s stock performance and long-term shareholder returns. Awards would be administered by the Pubco Board or a designated committee, subject to plan limits and applicable exchange rules. The plan could create substantial dilution, especially in combination with earnout shares, warrants and other proposed issuances. The Board recommends FOR because it views equity compensation as necessary for a capital-intensive emerging public company. Approval is a condition to consummation of the Business Combination under the transaction documents.

13. 13

    Nasdaq Proposal

    ManagementBoard: FOR

    Approve the issuance of Pubco common stock in connection with the Business Combination and shares reserved under the Incentive Plan to comply with Nasdaq Rule 5635.

    More detail

    Proposal 13 asks shareholders to approve the issuance of Pubco common stock required by the Business Combination and related transactions. The filing states that up to approximately 84,508,200 shares may be issued, in addition to shares reserved under the Incentive Plan. The issuance exceeds Nasdaq Rule 5635’s 20% thresholds for voting power and outstanding shares. It may also result in a change of control for Nasdaq purposes. Shareholder approval is therefore being requested as a listing compliance measure. The proposal covers merger consideration, securities issued to Blue holders, potential earnout-related shares and other associated issuances. Approval does not itself guarantee that Nasdaq will approve or maintain Pubco’s listing. High redemptions and the absence of committed financing may create additional listing risk. The Board recommends FOR because approval is necessary to satisfy the applicable Nasdaq shareholder-approval requirements and support the proposed transaction.

14. 14

    Director Election Proposal

    ManagementBoard: FOR

    Elect Alex Martini-Lo Manto, Kant Trivedi, Michael Tomasulo, Aber Whitcomb, Gustavo Mana, Paul Fiore and Alex Sapir to serve on Pubco’s Board after closing.

15. 15

    Adjournment Proposal

    ManagementBoard: FOR

    Authorize adjournment of the extraordinary general meeting to a later date if necessary or desirable to solicit additional proxies or address insufficient votes.

    More detail

    Proposal 15 asks shareholders to authorize adjournment of the extraordinary general meeting. The Board or meeting chair could postpone the meeting to a later date if additional proxy solicitation or voting time is needed. The proposal is designed to address insufficient votes for the Business Combination or other transaction-related proposals. It could also provide time to resolve procedural or logistical issues affecting the meeting. The authority is limited by the company’s charter and applicable Cayman Islands law. Adjournment would not itself approve the Business Combination or any other substantive proposal. It may, however, increase the likelihood that management obtains the votes needed for approval. The Board recommends FOR because it considers the flexibility useful if the initial vote is inconclusive. The filing states that the meeting would not be adjourned or the transaction consummated beyond the legally permitted deadline.

Upcoming shareholder meetings at Blue Acquisition Corp’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Blue Acquisition Corp 2026 special meeting?

Blue Acquisition Corp (BACC) holds its 2026 special shareholder meeting on Tuesday, November 17, 2026.

What is the record date for the Blue Acquisition Corp 2026 meeting?

The record date for the Blue Acquisition Corp 2026 meeting is Thursday, October 15, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Blue Acquisition Corp's 2026 meeting?

The board is presenting 7 director nominees at the Blue Acquisition Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Blue Acquisition Corp 2026 meeting?

Shareholders will vote on 15 proposals at the Blue Acquisition Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.