UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission File Number 001-42699

Blue Acquisition Corp.

(Exact name of registrant as specified in its charter)

Cayman Islands		98-1855000
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1601 Anita Lane Newport Beach, California		92660-4803
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (646) 543-5060

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A Ordinary Share and one Right	BACCU	The Nasdaq Stock Market LLC
Class A Ordinary Shares, par value $0.0001 per share	BACC	The Nasdaq Stock Market LLC
Rights, each Right entitling the holder to receive one-tenth (1/10) of one Class A Ordinary Share upon the consummation of an initial Business Combination	BACCR	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an 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.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
	☐	Emerging growth company	☒

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 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of May 11, 2026, there were 20,892,250 Class A Ordinary Shares, par value $0.0001 per share, and 7,069,913 Class B Ordinary Shares, par value $0.0001 per share, of the registrant issued and outstanding.

BLUE ACQUISITION CORP.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2026

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements.	1
	Unaudited Condensed Balance Sheets as of March 31, 2026 and December 31, 2025	1
	Unaudited Condensed Statements of Operations for the Three Months ended March 31, 2026 and for the Period from February 10, 2025 (Inception) through March 31, 2025	2
	Unaudited Condensed Statements of Changes in Shareholders’ Deficit for the Three Months ended March 31, 2026 and for the Period from February 10, 2025 (Inception) through March 31, 2025	3
	Unaudited Condensed Statements of Cash Flows for the Three Months ended March 31, 2026 and for the Period from February 10, 2025 (Inception) through March 31, 2025	4
	Notes to Unaudited Condensed Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	20
Item 3.	Quantitative and Qualitative Disclosures Regarding Market Risk.	26
Item 4.	Controls and Procedures.	27
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings.	28
Item 1A.	Risk Factors.	28
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	29
Item 3.	Defaults Upon Senior Securities.	30
Item 4.	Mine Safety Disclosures.	30
Item 5.	Other Information.	30
Item 6.	Exhibits.	30
SIGNATURES		31

	●	“Company,” “our,” “we” or “us” are to Blue Acquisition Corp., a Cayman Islands exempted company;

	●	“Company Merger” are to the merger of Company Merger Sub with and into Blockfusion, with Blockfusion continuing as the surviving entity;

	●	“Company Merger Sub” are to Atlas Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Pubco;

	●	“Continental” are to Continental Stock Transfer & Trust Company, trustee of our Trust Account (as defined below) and rights agent of our Rights (as defined below);

	March 31,			December 31,
	2026			2025
ASSETS
Current Assets:
Cash	$	358,534		$	560,813
Prepaid expenses - current		139,217			82,032
Due from related party		6,935			15,410
Total Current Assets		504,686			658,255
Non-current Assets:
Cash and marketable securities held in Trust Account		207,450,297			205,642,100
Prepaid expenses – non-current		15,205			33,699
Total Non-current Assets		207,465,502			205,675,799
TOTAL ASSETS	$	207,970,188		$	206,334,054

LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable	$	121,517		$	107,053
Accrued expenses		1,474,518			962,012
Administrative services fee payable		—			5,000
Total Current Liabilities		1,596,035			1,074,065
Non-current Liabilities:
Deferred underwriter fee liability		7,043,750			7,043,750
Total Non-current Liabilities		7,043,750			7,043,750
TOTAL LIABILITIES		8,639,785			8,117,815

Commitments and Contingencies (Note 7)

Class A Ordinary Shares subject to possible redemption, $0.0001 par value; 20,125,000 shares issued and outstanding at redemption value		207,450,297			205,642,100

Shareholders’ Deficit
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding					—
Class A Ordinary Shares, $0.0001 par value; 500,000,000 shares authorized; 767,250 shares issued and outstanding (excluding 20,125,000 shares subject to possible redemption)		77			77
Class B Ordinary Shares, $0.0001 par value; 50,000,000 shares authorized; 7,069,913 shares issued and outstanding		707			707
Additional paid-in capital					—
Accumulated deficit		(8,120,678	)		(7,426,645	)
Total Shareholders’ Deficit		(8,119,894	)		(7,425,861	)
TOTAL LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT	$	207,970,188		$	206,334,054

	For the Three Months Ended			For the Period From February 10, 2025 (Inception) Through
	March 31,			March 31,
	2026			2025
Operating expenses:
Formation, general and administrative expenses	$	8,507		$	61,816
Legal and accounting expenses		636,101			—
Administrative services fee – related party		15,000			—
Listing fees		20,783			—
Insurance expense		18,493			—
Total operating expenses		698,884			61,816
Loss from operations		(698,884	)		(61,816	)

Other income:
Income earned on cash and marketable securities held in Trust Account		1,808,197			—
Interest income on operating account		4,851			30
Other income		1,813,048			30
Net income (loss)	$	1,114,164		$	(61,786	)

Weighted average shares outstanding of redeemable Class A Ordinary Shares		20,125,000			—

Basic and diluted net income per share, redeemable Class A Ordinary Shares	$	0.07		$	—

Weighted average shares outstanding of non-redeemable Class A and Class B Ordinary Shares		7,837,163			6,147,750

Basic and diluted net loss per share, non-redeemable Class A and Class B Ordinary Shares	$	(0.02	)	$	(0.01	)

	Class A Ordinary Shares				Class B Ordinary Shares				Additional Paid-in		Accumulated			Total Shareholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance – January 1, 2026		767,250	$	77		7,069,913	$	707	$	—	$	(7,426,645	)	$	(7,425,861	)
Accretion of Class A Ordinary Shares to redemption value		—		—		—		—		—		(1,808,197	)		(1,808,197	)
Net income		—		—		—		—		—		1,114,164			1,114,164
Balance – March 31, 2026		767,250	$	77		7,069,913	$	707	$	—	$	(8,120,678	)	$	(8,119,894	)

	For the Three Months Ended March 31, 2026			For the Period from February 10, 2025 (inception) through March 31, 2025
Cash Flows from Operating Activities:
Net income (loss)	$	1,114,164		$	(61,786	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Formation, general and administrative expenses paid by Sponsor under IPO Promissory Note – related party		—			1,089
Income earned on cash and marketable securities held in Trust Account		(1,808,197	)		—
Changes in operating assets and liabilities:
Prepaid expenses		(38,691	)		—
Due from related party		8,475			—
Accounts payable		14,464			19,527
Accrued expenses		512,506			11,200
Administrative services fee payable – related party		(5,000	)		—
Net cash used in operating activities		(202,279	)		(29,970	)

Cash Flows from Financing Activities:
Contributions for purchase of Private Placement Units		—			100,000
Net cash provided by financing activities		—			100,000

Net Change in Cash		(202,279	)		70,030
Cash – Beginning of period		560,813			—
Cash – End of period	$	358,534		$	70,030

Supplemental Non-Cash Investing and Financing Activities:
Prepaid expenses paid by Sponsor in exchange for issuance of Class B Ordinary Shares	$	—		$	25,000
Deferred offering costs paid by Sponsor under IPO Promissory Note - related party	$	—		$	25,000
Deferred offering costs included in accrued offering costs	$	—		$	57,900
Remeasurement of shares subject to possible redemption	$	1,808,197		$	—

	For the Three Months Ended March 31,
	2026
Net income	$	1,114,164
Less: Remeasurement of Class A Ordinary Shares to redemption value		1,808,197
Net loss including accretion of Class A Ordinary Shares to redemption value	$	(694,033	)

	For the Three Months Ended
	March 31, 2026
	Non-redeemable Class A and			Redeemable
	Class B			Class A
	Ordinary Shares			Ordinary Shares
Total number of Ordinary Shares		7,837,163			20,125,000
Ownership percentage		28	%		72	%

Net income allocated by class	$	312,275		$	801,889

Less: Remeasurement of Class A Ordinary Shares to redemption value based on ownership percentage		(506,797	)		(1,301,400	)
Plus: Accretion applicable to remeasurement of redeemable Class A Ordinary Shares to redemption value		—			1,808,197
Total (loss) income based on ownership percentage	$	(194,522	)	$	1,308,685

Weighted average Ordinary Shares outstanding		7,837,163			20,125,000
Basic and diluted net income (loss) per share	$	(0.02	)	$	0.07

Gross proceeds from Initial Public Offering	$	201,250,000
Less:
Proceeds allocated to Public Rights		(4,361,306	)
Offering costs allocated to Class A Ordinary Shares subject to possible redemption		(13,262,661	)
Plus:
Accretion of Class A Ordinary Shares subject to possible redemption		22,016,067
Class A Ordinary Shares subject to possible redemption at December 31, 2025		205,642,100
Accretion of Class A Ordinary Shares subject to possible redemption		1,808,197
Class A Ordinary Shares subject to possible redemption at March 31, 2026	$	207,450,297

	March 31, 2026		December 31, 2025
Cash	$	358,534	$	560,813
Cash and marketable securities held in the Trust Account	$	207,450,297	$	205,642,100
Total assets	$	207,970,188	$	206,334,054

	For the Three Months Ended March 31, 2026			For the Period From February 10, 2025 (Inception) Through March 31, 2025
Operating loss	$	(698,884	)	$	(61,816	)
Income earned on cash and marketable securities held in the Trust Account	$	1,808,197		$	—
Net income (loss)	$	1,114,164		$	(61,786	)

	(Level 1)		(Level 2)		(Level 3)
As of March 31, 2026
Assets:
Cash and marketable securities held in Trust Account	$	207,450,297	$	—	$	—
As of December 31, 2025
Assets:
Cash and marketable securities held in Trust Account	$	205,642,100	$	—	$	—

	June 16, 2025
Implied Ordinary Share price	$	9.77
Probability of acquisition		60	%
Calculated value per Public Right	$	0.23

No.		Description of Exhibit
2		First Amendment to the Business Combination Agreement. (1)
31.1		Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2		Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1		Certification of the Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
32.2		Certification of the Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
101.INS		Inline XBRL Instance Document.*
101.SCH		Inline XBRL Taxonomy Extension Schema Document.*
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.*
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.*
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.*
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.*
104		Cover Page Interactive Data File (Embedded as Inline XBRL document and contained in Exhibit 101).*

Date: May 11, 2026	Blue Acquisition Corp.

	By:	/s/ Ketan Seth
		Name:	Ketan Seth
		Title:	Chief Executive Officer
		(Principal Executive Officer)

Date: May 11, 2026	By:	/s/ David Bauer
		Name:	David Bauer
		Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

SEC Form 10-Q filed by Blue Acquisition Corp.