Blockfusion and Blue Acquisition announced $175 million convertible note financing and a letter of intent for a major AI datacenter lease with a leading customer, advancing expansion of their Niagara Falls campus.

Blockfusion USA, Inc., transitioning from developer to operator of high-performance compute and AI infrastructure, has signed a non-binding letter of intent with a leading AI customer for a significant capacity expansion at its Niagara Falls, New York flagship campus. The agreement provides the customer with up to 300 MW of critical IT capacity, anchored by a take-or-pay commitment for 85 MW over a 5-year initial term. The capacity will be delivered in tranches, with each phase carrying a 15-year firm lease term and two additional five-year renewal options.

The structure provides Blockfusion with long-term contracted revenue visibility and is designed to support project-level financing. Based on the guaranteed 85 MW, potential lease revenue is estimated at $2.8 billion over 15 years and could reach $5.4 billion over 25 years if fully renewed and utilized as contemplated.

Blockfusion is advancing plans to expand its Niagara Falls campus beyond the initial 300 MW of critical IT capacity. The company has entered an exclusivity agreement with a landowner for key parcels to accommodate expansion and is negotiating a definitive purchase and sale agreement. The expansion is expected to provide Blockfusion access to highly strategic, power-rich locations with existing energy infrastructure, supporting rapid deployment and operational control.

In connection with its proposed business combination with Blue Acquisition Corp., Blockfusion has agreed to non-binding term sheets for several financing arrangements. Proceeds from these financings and trust funds are expected to support campus buildout, working capital, and transaction expenses.

The business combination with Blue, announced in November 2025, will result in the formation of Blockfusion Digital Infrastructure, Inc., a publicly traded, pure-play HPC and AI infrastructure platform. The transaction remains subject to customary closing conditions, including shareholder and regulatory approvals and minimum cash requirements. The companies have filed a Registration Statement on Form S-4 with the SEC, which includes a proxy statement and prospectus for shareholder voting on the transaction.

BTIG, LLC and Roberts & Ryan, Inc. are co-placement agents and capital markets advisors to Blue. Legal counsel includes Ellenoff Grossman & Schole LLP, Appleby (Cayman) Ltd., Winston Taylor LLP, Kirkland & Ellis LLP, and Mayer Brown LLP. ING Financial Markets LLC is financial advisor to Blockfusion, and The JBernstein Group, LLC is investor relations advisor.