An information statement details a planned board overhaul and corporate name change, though the underlying merger agreement has not yet been signed.

June 22, 2026

Blue Laser Fusion, Inc., a privately held Delaware company co-founded by Nobel physics laureate Shuji Nakamura, is preparing to reach the public markets through a reverse merger with Unite Acquisition 2 Corp., a New York shell company. The structure and timeline were laid out in an information statement that Unite circulated to its shareholders on or about June 18, 2026, under Section 14(f) of the Securities Exchange Act and Rule 14f-1.

Unite distributed the document strictly for informational purposes. The company is not soliciting proxies, and shareholders are not being asked to vote or take any action. Federal rules require a company to notify holders at least ten days before a majority of its directors changes outside of a shareholder meeting, and that requirement is what prompted the mailing. The board turnover it describes therefore cannot take effect until at least ten days after the document was sent.

How the deal is structured

Under the contemplated terms, a newly formed subsidiary of Unite would merge into Blue Laser Fusion, with Blue Laser Fusion surviving as a wholly owned subsidiary of Unite. The parent company intends to rename itself Blue Laser Fusion, Inc. once the transaction closes. The combination is designed to qualify as a tax-free reorganization under Section 368(a) of the Internal Revenue Code, with new shares issued under private-placement exemptions rather than through a registered offering.

The economics would heavily favor the operating company:

• Blue Laser Fusion’s pre-merger equity holders would own roughly 65.74% of the combined company if the minimum number of shares in a planned private placement is sold, or about 59.78% at the maximum.
• The placement, with a FINRA-member broker-dealer acting as exclusive placement agent, is expected to close simultaneously with the merger.
• Equity awards converted from Blue Laser Fusion’s pre-merger options would represent an additional 13.30% to 12.09% of the company, depending on how much of the placement is sold.

The statement is a governance and ownership disclosure rather than a business prospectus. It identifies the parties, the proposed leadership and the share structure, but does not describe Blue Laser Fusion’s technology, products or financial results, details that would presumably surface in later disclosures if the deal advances.

One caveat runs through the entire document: the merger agreement has not yet been agreed upon or executed. Unite said its description is qualified by the eventual signed agreement and that it plans to file an executed copy as an exhibit to a current report once the deal is finalized. The company also cautioned that there is no assurance the agreement will be signed or that the merger will be completed.

A complete board overhaul

The transaction would replace Unite’s entire board. The company currently has a single director, Nathan P. Pereira, 47, who also serves as its chief executive, president, chief financial officer and secretary. Pereira is an attorney whose practice spans employment, intellectual property, mergers and acquisitions, and private-placement work, and he has previously led two related Unite shell entities that have since become other public companies.

At closing, Pereira would resign from all positions, the board would expand from one seat to five, and five new directors would step in:

• Shuji Nakamura, 72 – the central figure. He won the 2014 Nobel Prize in Physics for inventing efficient blue light-emitting diodes, work that helped launch the modern solid-state lighting industry. A University of California, Santa Barbara faculty member since 2000 and a recognized pioneer in gallium-nitride semiconductors, he previously co-founded Soraa and Soraa Laser Diode. He would serve as president, chief executive and a director.
• Paul Rudy, 55 – a co-founder and vice president of business who held senior marketing roles at Kyocera SLD Laser and has co-authored more than 100 patents across a photonics career.
• Richard Ogawa, 63 – a co-founder, general counsel and registered patent attorney who formerly served as general counsel at Inphi Corporation.
• Jeffrey Shealy, 57 – the board’s only independent member at the outset, who co-founded and led Akoustis Technologies and now heads a related laboratory company.
• Mathew August, 38 – head of a family-office investment firm and merchant bank, with a record of public and private financings.

Vanessa Ann Truong, 69, a longtime finance executive most recently at QuantumScape, is slated to serve as chief accounting officer and treasurer.

Governance terms and the Lucius connection

Alongside the merger, Unite expects to adopt a restated certificate of incorporation and bylaws carrying a familiar set of takeover defenses: board-only authority to fill vacancies, a two-thirds supermajority threshold to amend key charter provisions, a ban on shareholder action by written consent, advance-notice requirements for nominations, no cumulative voting, authorization for up to 10 million shares of undesignated preferred stock, and a Delaware exclusive-forum clause. Once the company trades publicly, its board is expected to include at least three independent directors.

The document also details Unite’s ties to Lucius Partners LLC, its sole shareholder since formation. Lucius bought all 5 million of Unite’s existing shares in March 2022 for a nominal sum and has since provided advisory and administrative services for a quarterly fee, along with financing through a promissory note and a separate $275,000 note carrying 12% interest that has been extended to October 2026. Certain officers of the planned placement agent are affiliated with Lucius, a relationship the company flagged as a potential conflict of interest. After the merger, Lucius would retain 1 million shares, or roughly 10.98% of the company at the minimum offering.

Ownership after closing

Assuming about 8.2 million shares outstanding immediately after the merger and before the private placement, Nakamura would be the largest individual holder at roughly 23.10%, with Ogawa near 5.78% and the full slate of officers and directors controlling about 32.70% as a group. Other holders expected to clear the 5% threshold include a limited partnership, entities affiliated with JAFCO, a Japanese trust-and-fund arrangement, and entrepreneur Yusaku Maezawa.

For now, Unite remains a shell with no operations, no publicly traded securities and no compensation paid to its officers or directors since inception. The company was formed in March 2022 and has conducted its limited affairs through written consents rather than formal board meetings. Whether it becomes the vehicle for one of the more closely watched names in laser and energy research depends on a merger agreement that, as of the mailing, still had to be signed.