BLZR 10-K & 10-Q changes, risk factors and insider trading

All statements other than statements of historical fact included in thethis Report including, without limitation, statements under this Item regarding our financial position, possible Business Combinations and the financing thereof, and related matters, and the plans and objectives of Management for future operations, are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. When used in thethis Report, words such as “may,” “should,” “could,” “would,” “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us us or our Management, identify forward-looking statements. We have based these forward-looking statements on our Management’s current expectations and projections about future events, as well as assumptions made by, and information currently available to, our Management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in our filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto included in thethis Report under “Item 1. Financial Statements”.

We have neither engaged in any operations nor generated any revenues to date. Our only activities since June 9, 2025 (inception) through MarchJune 31,30, 2026 have been (i) organizational activities and (ii) activities relating to (x) the Initial Public Offering, and (y) identifying and evaluating prospective acquisition candidates and activities in connection with the initial Business Combination. We will not generate any operating revenues until after completion of our initial Business Combination. We have generated non-operating income in the form of interest income on investments held in the Trust Account after the Initial Public Offering. We expect to incur increased expenses as as a result of being a public company (for legal, financial reporting, accounting and auditing compliance, among other things), as well as as for due diligence expenses.

For the three months ended MarchJune 31,30, 2026, we had net income of $2,267,224,$2,370,066, which consisted of interest earned on marketable securities held in Trust Account of $2,446,502,$2,484,432, interest earned on cash held in Operating Bank Account of $8,341, partially offset by general and administrative costs of $179,278.$122,707.

As of MarchJune 31,30, 2026, we had $1,002,911$951,192 of cash and cash equivalents in our operating account. As of MarchJune 31,30, 2026, $2,446,502$8,165,973 of the amount earned on funds held in the Trust Account was available to pay taxes, if any.

As of MarchJune 31,30, 2026, we had marketable securities held in the Trust Account of $280,681,541$283,165,973 (including approximately $2,446,502$8,165,973 of interest income). We may withdraw interest interest from the Trust Account to pay taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any any amounts representing interest earned on the Trust Account (which interest shall be net of taxes payable, if any, and exclude the Deferred Fee), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of MarchJune 31,30, 2026, we had cash held outside of the Trust Account of $1,002,911.$951,192. We use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants, or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective prospective target businesses, and structure, negotiate and complete a Business Combination.

Our liquidity needs through September 11, 2025 were satisfied through (i) a contribution of $25,000 from the Sponsor in exchange for the issuance of our Founder Shares and (ii) a loan pursuant to the IPO Promissory Note. Following the Initial Public Offering, and the Private Placement, our liquidity needs through MarchJune 31,30, 2026 have been satisfied throughthethrough the net proceeds from the consummation of the Initial Public Offering and the Private Placement not held in the Trust Account.

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and and directors or their affiliates may, but are not obligated to, loan us Working Capital Loans, as may be required. If we complete a Business Business Combination, we will repay such Working Capital Loans. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such Working Capital Loans, but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such Working Capital Loans may be converted into warrants of the post-Business Combination Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of MarchJune 31, 30, 2026 and December 31, 2025, we did not have any borrowings under any Working Capital Loans.

Commencing on September 9, 2025, and until the completion of our Business Combination or liquidation, we reimburse the Sponsor $10,000 per month for office space, utilities, and secretarial and administrative support pursuant to the Administrative Services Agreement. For the three and six months months ended MarchJune 31,30, 2026, the Companywe incurred $30,000 and $60,000 of administrative services feesfees, respectively. For the period from June 9, 2025 (inception) through June 30, 2025, we did not incur any cost for administrative services fees. As of June 30, 2026 and December 31, 2025, we incurred $96,667 and $36,667 in administrative services fees, respectively, and which waswere included in accrued expenses in the unaudited accompanyingcondensed balance sheet.sheets of the financial statements included in this Report under Item 1. “Financial Statements”.

We granted the Underwriters a 45-day option from the date of the Initial Public Offering to purchase up to an additional 3,600,000 Option Units to cover over-allotments, if any. On September 11, 2025, the Underwriters partially exercised their Over-Allotment Option and forfeited the remaining.remaining unexercised balance of 100,000 Units.

The Underwriters were paid a cash underwriting discount of $4,800,000 (2.0% of the gross proceeds of the Public Units offered in the Initial Public Offering). Additionally, the Underwriters are entitled to the Deferred Fee of (i) 4.0% of the gross proceeds of the base Initial Public Offering held in the Trust Account and (ii) 6.0% of the gross proceeds sold pursuant to the Over-Allotment Option, which equates to $11,700,000 in the aggregate following the fullpartial exercise of the Over-Allotment Option and is payable to the Underwriters, upon the completion of the initial Business Combination subject to the terms of the Underwriting Agreement.

The preparation of the unaudited condensed financial statements and notes thereto included elsewhere in this Report under Item 1. “Financial Statements” in conformity with GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities, income and expenses, and the disclosure of contingent assets and liabilities, in our financial statements. These accounting estimates require the use of assumptions about matters, some of which are highly uncertain at the time of estimation. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments, and we evaluate these estimates on an ongoing basis. To the extent actual experience differs from the assumptions used, our unaudited condensed financial statements and notes thereto included elsewhere in this Report under Item 1. “Financial Statements” could be materially affected. We believe that the following accounting policies involve a higher degree of judgment and complexity. As of MarchJune 31,30, 2026, we did not have any critical accounting estimates to be disclosed.

Management does not believe that there are any recently issued, but not yet effective, accounting standards, which, if currently adopted, would have a material effect effect on the unaudited condensed financial statements and notes thereto included elsewhere in thethis Report under Item 1. “Financial Statements”.