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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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Blue Laser Fusion, Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
(CUSIP Number) |
Richard Ogawa C/O 6950 Hollister Avenue, Goleta, CA, 93117 650-906-0323 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
09/04/2026 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Richard Ogawa | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF, PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
575,508.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
7.28 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share |
| (b) | Name of Issuer:
Blue Laser Fusion, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
6950 Hollister Avenue,, Goleta,
CALIFORNIA
, 93117. |
| Item 2. | Identity and Background |
| (a) | Richard Ogawa (the "Reporting Person") |
| (b) | The business address of the Reporting Person is 6950 Hollister Avenue, Goleta, CA 93117 |
| (c) | The Reporting Person is the General Counsel and Secretary and a Director of the Issuer. |
| (d) | No. |
| (e) | No. |
| (f) | United States |
| Item 3. | Source and Amount of Funds or Other Consideration |
The shares of common stock, par value $0.0001 per share ("Common Stock"), of the Issuer to which this Schedule 13D relates were acquired by the Reporting Person (i) in exchange for 900,000 shares of common stock (including 150,000 restricted shares of common stock) of Blue Laser Subsidiary Inc. (f/k/a Blue Laser Fusion Inc., "Pre-Merger BLF") in connection with the merger of Blue Laser Fusion Acquisition Co., a subsidiary of the Issuer, with and into Pre-Merger BLF (the "Merger") pursuant to the Agreement and Plan of Merger, dated September 4, 2026 and (ii) under a subscription agreement, simultaneously with the closing of the Merger, pursuant to which the Reporting Person purchased 7,273 shares of Common Stock in a private placement offering (the "Private Placement") at a price per share of $27.50. | |
| Item 4. | Purpose of Transaction |
The Reporting Person acquired the Common Stock to which this Schedule 13D relates in connection with the Merger and the Private Placement. The information contained in Item 3 of this Schedule 13D is incorporated hereunder by reference. The Reporting Person serves as the General Counsel and Secretary and a Director of the Issuer. Accordingly, the Reporting Person may have influence over the corporate activities of the Issuer, including activities that may relate to items described in clauses (a) through (j) of Item 4 of Schedule 13D. Subject to the Lock-Up Agreement described in Item 6 of this Schedule 13D, the Reporting Person may, from time to time, purchase or sell securities of the Issuer as appropriate for his personal circumstances. Except as described in this Schedule 13D, the Reporting Person does not have any present plans or proposals that relate to or would result in any of the actions described in clauses (a) through (j) of Item 4 of Schedule 13D. The Reporting Person reserves the right to formulate plans and/or proposals and to take such actions with respect to their investment in the Issuer, including any or all of the actions set forth in clauses (a) through (j) of Item 4 of Schedule 13D. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | 575,508, including 94,706 restricted shares of Common Stock. 7.28% |
| (b) | 575,508. |
| (c) | There have been no other transactions in shares of Common Stock effected by the Reporting Person during the past 60 days. |
| (d) | No person other than the Reporting Person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock to which this Schedule 13D relates. |
| (e) | N/A |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
The information set forth in Item 3 of this Schedule 13D is incorporated hereunder by reference.
Lock-Up Agreement:
At the closing of the Merger, the Reporting Person (in addition to certain other officers and directors of the Issuer following the Merger, as well as certain other affiliates and non-affiliate stockholders of Pre-Merger BLF) entered into a lock-up agreement with the Issuer (the "Lock-Up Agreement") for a term ending, in the case of the Reporting Person, 18 months after the Common Stock begins to trade on an approved market, whereby he has agreed to certain restrictions on the sale or disposition (including pledge) of all of the Common Stock held by (or issuable to) him (other than any equity awards granted by the Issuer after the closing of the Merger or shares of Common Stock underlying such equity awards). | |
| Item 7. | Material to be Filed as Exhibits. |
99.1 Agreement and Plan of Merger and Reorganization, dated as of September 4, 2026, among the Issuer, Blue Laser Acquisition Co., and Blue Laser Fusion Inc. (incorporated by reference to Exhibit 2.1 to the Issuer's Current Report on Form 8-K filed with the SEC on September 4, 2026).
99.2 Form of Lock-Up Agreement (incorporated by reference to Exhibit 10.5 to the Issuer's Current Report on Form 8-K as filed with the SEC on September 4, 2026).
99.3 Form of Subscription Agreement (incorporated by reference to Exhibit 10.10 to the Issuer's Current Report on Form 8-K as filed with the SEC on September 4, 2026). |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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