{"filing":{"accession_number":"0001193125-26-385826","cik":"0001938570","ticker":null,"company_name":"Blue Laser Fusion, Inc.","form":"8-K","filing_date":"2026-09-09","report_date":"2026-09-04","primary_document":"d162976d8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1938570/000119312526385826/d162976d8k.htm"},"events":[{"id":32137,"run_id":29522,"accession_number":"0001193125-26-385826","anchor_item_number":"2.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"summary":"Blue Laser Fusion (a SPAC) completed a merger with Private Blue Laser Fusion, with Private Blue Laser Fusion as the accounting acquirer. The transaction involved issuance of 5,993,834 shares of Common Stock to Private Blue Laser Fusion stockholders, conversion of options, and a concurrent private placement raising $25.0 million, resulting in a material change of control and the company ceasing to be a shell company.","company_name":"Blue Laser Fusion, Inc.","ticker":null,"filing_date":"2026-09-09","form":"8-K","submitted_at":null,"items":[{"id":35229,"accession_number":"0001193125-26-385826","item_number":"1.01","item_title":null,"event_type":"operational_other","event_domain":"operational","is_material":true,"confidence":0.45,"reasoning":"The Item 1.01 heading states \"Entry into a Material Definitive Agreement,\" but the supplemental exhibit (EX-99.1) contains only consolidated financial statements and audit report for Blue Laser Fusion, Inc. for years ended December 31, 2025 and 2024. The exhibit does not disclose the terms, parties, or nature of any material agreement. Without the actual agreement text or substantive disclosure of what agreement was entered into, the specific event type cannot be determined; however, the Item 1.01 caption and materiality assertion suggest an operational or strategic transaction that does not fit the M\u0026A, debt, or other specific categories.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-09T10:09:00.656315+00:00","company_name":"","ticker":null,"filing_date":""},{"id":35230,"accession_number":"0001193125-26-385826","item_number":"2.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"Item 2.01 is titled \"Completion of Acquisition or Disposition of Assets,\" which directly signals M\u0026A activity. The supplemental exhibit (EX-99.1) contains consolidated financial statements for Blue Laser Fusion, Inc. and Subsidiary as of December 31, 2025 and 2024, with an auditor report dated June 11, 2026, indicating a subsidiary relationship that likely arose from an acquisition. The presence of a newly consolidated subsidiary in the financial statements is consistent with a completed acquisition or business combination.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-09T10:09:00.656315+00:00","company_name":"","ticker":null,"filing_date":""},{"id":35234,"accession_number":"0001193125-26-385826","item_number":"5.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"Item 5.01 is titled \"Changes in Control of Registrant,\" which is the standard 8-K item for disclosing material acquisitions, mergers, or changes of control. Although the exhibit provided contains only consolidated financial statements and does not include narrative disclosure of the transaction details, the Item 5.01 heading and the filing date of September 9, 2026 (with financial statements dated through June 30, 2026) indicate a material change-of-control event occurred. The exhibit's presence as EX-99.1 supports that a significant transaction was disclosed in the main 8-K body.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-09T10:09:00.656315+00:00","company_name":"","ticker":null,"filing_date":""},{"id":35235,"accession_number":"0001193125-26-385826","item_number":"5.02","item_title":null,"event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.45,"reasoning":"The Item 5.02 section header indicates potential disclosure of executive departures, appointments, or compensation arrangements. However, the supplemental exhibit (EX-99.1) provided contains only consolidated financial statements and audit report for Blue Laser Fusion, Inc., with no narrative disclosure of any personnel changes, executive appointments, departures, or compensatory arrangements. Without the actual Item 5.02 prose content, I cannot definitively classify the specific event type, but the filing appears to be a routine financial disclosure rather than a material executive or governance event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-09T10:09:00.656315+00:00","company_name":"","ticker":null,"filing_date":""},{"id":35238,"accession_number":"0001193125-26-385826","item_number":"5.06","item_title":null,"event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.75,"reasoning":"Item 5.06 discloses a change in shell company status. The supplemental exhibit contains consolidated financial statements for years ended December 31, 2025 and 2024, indicating the company has transitioned from a shell company (no operating business) to an operating company with revenue-generating activities (accounts receivable of $56,000 shown as of December 31, 2025). This is a material governance event affecting the registrant's regulatory status and investor protections, though the Item 5.06 text itself is not provided in the filing excerpt.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-09T10:09:00.656315+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":32138,"run_id":29522,"accession_number":"0001193125-26-385826","anchor_item_number":"3.02","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"summary":"In connection with the merger and concurrent private placement, the company issued Common Stock to Private Blue Laser Fusion stockholders and issued Common Stock and Placement Agent Warrants in a private offering raising $25.0 million, relying on Section 4(a)(2) exemptions for unregistered equity sales.","company_name":"Blue Laser Fusion, Inc.","ticker":null,"filing_date":"2026-09-09","form":"8-K","submitted_at":null,"items":[{"id":35231,"accession_number":"0001193125-26-385826","item_number":"3.02","item_title":null,"event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.75,"reasoning":"Item 3.02 discloses unregistered sales of equity securities. The exhibit contains consolidated financial statements showing the company's capital structure, including Series Seed 1 and Series Seed 2 convertible preferred stock and common stock. The filing date of September 9, 2026, combined with the Item 3.02 heading and the detailed financial statements in the exhibit, indicates a private equity financing transaction involving unregistered securities—a classic dilutive issuance typical of early-stage venture-backed companies raising capital.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-09T10:09:00.656315+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":32139,"run_id":29522,"accession_number":"0001193125-26-385826","anchor_item_number":"4.01","event_type":"auditor_change","event_domain":"governance","is_material":true,"confidence":0.95,"summary":"KNAV CPA LLP was dismissed as the independent registered public accounting firm effective September 4, 2026, and Frank, Rimerman + Co. LLP was engaged as the successor auditor, a routine transition triggered by the merger consummation.","company_name":"Blue Laser Fusion, Inc.","ticker":null,"filing_date":"2026-09-09","form":"8-K","submitted_at":null,"items":[{"id":35233,"accession_number":"0001193125-26-385826","item_number":"4.01","item_title":null,"event_type":"auditor_change","event_domain":"governance","is_material":true,"confidence":0.95,"reasoning":"Item 4.01 discloses a change in the registrant's independent accountant. The audit report in EX-99.1 states \"We have served as the Company's auditor since 2026,\" indicating a new auditor relationship. This is a material governance event affecting the reliability and continuity of financial reporting oversight.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-09T10:09:00.656315+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":32140,"run_id":29522,"accession_number":"0001193125-26-385826","anchor_item_number":"5.03","event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.85,"summary":"The company adopted routine amendments to its certificate of incorporation and bylaws approved by the board and stockholders on September 4, 2026, effective upon consummation of the merger, and adopted a new Code of Ethics in connection with the merger with no explicit or implicit waivers.","company_name":"Blue Laser Fusion, Inc.","ticker":null,"filing_date":"2026-09-09","form":"8-K","submitted_at":null,"items":[{"id":35236,"accession_number":"0001193125-26-385826","item_number":"5.03","item_title":null,"event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.75,"reasoning":"Item 5.03 covers amendments to articles of incorporation or bylaws and changes in fiscal year. The supplemental exhibit (EX-99.1) contains only consolidated financial statements and audit reports with no disclosure of specific bylaw or charter amendments. Without explicit prose describing what was amended, this appears to be a routine governance filing, likely administrative in nature and not material to investors.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-09T10:09:00.656315+00:00","company_name":"","ticker":null,"filing_date":""},{"id":35237,"accession_number":"0001193125-26-385826","item_number":"5.05","item_title":null,"event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.75,"reasoning":"Item 5.05 discloses amendments to or waivers of the registrant's Code of Ethics. The supplemental exhibit (EX-99.1) contains consolidated financial statements and audit reports, not the actual Code of Ethics amendment or waiver text. Without the substantive disclosure of what was amended or waived, this appears to be a routine governance filing. Code of Ethics amendments are typically immaterial unless they involve waivers for executive officers or material changes to conflict-of-interest policies.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-09T10:09:00.656315+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":32141,"run_id":29522,"accession_number":"0001193125-26-385826","anchor_item_number":"3.03","event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.65,"summary":"A material modification to the rights of security holders was disclosed, incorporating Item 5.03 by reference, though the specific nature of the modification is not substantively detailed in the filing excerpt provided.","company_name":"Blue Laser Fusion, Inc.","ticker":null,"filing_date":"2026-09-09","form":"8-K","submitted_at":null,"items":[{"id":35232,"accession_number":"0001193125-26-385826","item_number":"3.03","item_title":null,"event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.45,"reasoning":"Item 3.03 addresses \"Material Modification to Rights of Security Holders,\" but the section text itself is blank—only the Item header appears. The supplemental exhibit (EX-99.1) contains consolidated financial statements and audit reports for Blue Laser Fusion, Inc., which are financial documents unrelated to security holder rights modifications. Without substantive disclosure text describing any actual modification to security holder rights (e.g., charter amendments, voting changes, conversion terms), the classification is highly uncertain. The Item number suggests a governance domain, but the absence of actual disclosure content makes materiality and event type indeterminate.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-09T10:09:00.656315+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":35229,"accession_number":"0001193125-26-385826","item_number":"1.01","item_title":null,"event_type":"operational_other","event_domain":"operational","is_material":true,"confidence":0.45,"reasoning":"The Item 1.01 heading states \"Entry into a Material Definitive Agreement,\" but the supplemental exhibit (EX-99.1) contains only consolidated financial statements and audit report for Blue Laser Fusion, Inc. for years ended December 31, 2025 and 2024. The exhibit does not disclose the terms, parties, or nature of any material agreement. Without the actual agreement text or substantive disclosure of what agreement was entered into, the specific event type cannot be determined; however, the Item 1.01 caption and materiality assertion suggest an operational or strategic transaction that does not fit the M\u0026A, debt, or other specific categories.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-09T10:09:00.656315+00:00","company_name":"Blue Laser Fusion, Inc.","ticker":null,"filing_date":"2026-09-09"},{"id":35230,"accession_number":"0001193125-26-385826","item_number":"2.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"Item 2.01 is titled \"Completion of Acquisition or Disposition of Assets,\" which directly signals M\u0026A activity. The supplemental exhibit (EX-99.1) contains consolidated financial statements for Blue Laser Fusion, Inc. and Subsidiary as of December 31, 2025 and 2024, with an auditor report dated June 11, 2026, indicating a subsidiary relationship that likely arose from an acquisition. The presence of a newly consolidated subsidiary in the financial statements is consistent with a completed acquisition or business combination.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-09T10:09:00.656315+00:00","company_name":"Blue Laser Fusion, Inc.","ticker":null,"filing_date":"2026-09-09"},{"id":35231,"accession_number":"0001193125-26-385826","item_number":"3.02","item_title":null,"event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.75,"reasoning":"Item 3.02 discloses unregistered sales of equity securities. The exhibit contains consolidated financial statements showing the company's capital structure, including Series Seed 1 and Series Seed 2 convertible preferred stock and common stock. The filing date of September 9, 2026, combined with the Item 3.02 heading and the detailed financial statements in the exhibit, indicates a private equity financing transaction involving unregistered securities—a classic dilutive issuance typical of early-stage venture-backed companies raising capital.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-09T10:09:00.656315+00:00","company_name":"Blue Laser Fusion, Inc.","ticker":null,"filing_date":"2026-09-09"},{"id":35232,"accession_number":"0001193125-26-385826","item_number":"3.03","item_title":null,"event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.45,"reasoning":"Item 3.03 addresses \"Material Modification to Rights of Security Holders,\" but the section text itself is blank—only the Item header appears. The supplemental exhibit (EX-99.1) contains consolidated financial statements and audit reports for Blue Laser Fusion, Inc., which are financial documents unrelated to security holder rights modifications. Without substantive disclosure text describing any actual modification to security holder rights (e.g., charter amendments, voting changes, conversion terms), the classification is highly uncertain. The Item number suggests a governance domain, but the absence of actual disclosure content makes materiality and event type indeterminate.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-09T10:09:00.656315+00:00","company_name":"Blue Laser Fusion, Inc.","ticker":null,"filing_date":"2026-09-09"},{"id":35233,"accession_number":"0001193125-26-385826","item_number":"4.01","item_title":null,"event_type":"auditor_change","event_domain":"governance","is_material":true,"confidence":0.95,"reasoning":"Item 4.01 discloses a change in the registrant's independent accountant. The audit report in EX-99.1 states \"We have served as the Company's auditor since 2026,\" indicating a new auditor relationship. This is a material governance event affecting the reliability and continuity of financial reporting oversight.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-09T10:09:00.656315+00:00","company_name":"Blue Laser Fusion, Inc.","ticker":null,"filing_date":"2026-09-09"},{"id":35234,"accession_number":"0001193125-26-385826","item_number":"5.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"Item 5.01 is titled \"Changes in Control of Registrant,\" which is the standard 8-K item for disclosing material acquisitions, mergers, or changes of control. Although the exhibit provided contains only consolidated financial statements and does not include narrative disclosure of the transaction details, the Item 5.01 heading and the filing date of September 9, 2026 (with financial statements dated through June 30, 2026) indicate a material change-of-control event occurred. The exhibit's presence as EX-99.1 supports that a significant transaction was disclosed in the main 8-K body.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-09T10:09:00.656315+00:00","company_name":"Blue Laser Fusion, Inc.","ticker":null,"filing_date":"2026-09-09"},{"id":35235,"accession_number":"0001193125-26-385826","item_number":"5.02","item_title":null,"event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.45,"reasoning":"The Item 5.02 section header indicates potential disclosure of executive departures, appointments, or compensation arrangements. However, the supplemental exhibit (EX-99.1) provided contains only consolidated financial statements and audit report for Blue Laser Fusion, Inc., with no narrative disclosure of any personnel changes, executive appointments, departures, or compensatory arrangements. Without the actual Item 5.02 prose content, I cannot definitively classify the specific event type, but the filing appears to be a routine financial disclosure rather than a material executive or governance event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-09T10:09:00.656315+00:00","company_name":"Blue Laser Fusion, Inc.","ticker":null,"filing_date":"2026-09-09"},{"id":35236,"accession_number":"0001193125-26-385826","item_number":"5.03","item_title":null,"event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.75,"reasoning":"Item 5.03 covers amendments to articles of incorporation or bylaws and changes in fiscal year. The supplemental exhibit (EX-99.1) contains only consolidated financial statements and audit reports with no disclosure of specific bylaw or charter amendments. Without explicit prose describing what was amended, this appears to be a routine governance filing, likely administrative in nature and not material to investors.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-09T10:09:00.656315+00:00","company_name":"Blue Laser Fusion, Inc.","ticker":null,"filing_date":"2026-09-09"},{"id":35237,"accession_number":"0001193125-26-385826","item_number":"5.05","item_title":null,"event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.75,"reasoning":"Item 5.05 discloses amendments to or waivers of the registrant's Code of Ethics. The supplemental exhibit (EX-99.1) contains consolidated financial statements and audit reports, not the actual Code of Ethics amendment or waiver text. Without the substantive disclosure of what was amended or waived, this appears to be a routine governance filing. Code of Ethics amendments are typically immaterial unless they involve waivers for executive officers or material changes to conflict-of-interest policies.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-09T10:09:00.656315+00:00","company_name":"Blue Laser Fusion, Inc.","ticker":null,"filing_date":"2026-09-09"},{"id":35238,"accession_number":"0001193125-26-385826","item_number":"5.06","item_title":null,"event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.75,"reasoning":"Item 5.06 discloses a change in shell company status. The supplemental exhibit contains consolidated financial statements for years ended December 31, 2025 and 2024, indicating the company has transitioned from a shell company (no operating business) to an operating company with revenue-generating activities (accounts receivable of $56,000 shown as of December 31, 2025). This is a material governance event affecting the registrant's regulatory status and investor protections, though the Item 5.06 text itself is not provided in the filing excerpt.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-09T10:09:00.656315+00:00","company_name":"Blue Laser Fusion, Inc.","ticker":null,"filing_date":"2026-09-09"}]}