XML 62 R14.htm IDEA: XBRL DOCUMENT
v3.25.1

NOTE 8. SUBSEQUENT EVENTS | 12 Months Ended
--- | ---
Dec. 31, 2024
Other Liabilities Disclosure [Abstract] |
NOTE 8. SUBSEQUENT EVENTS | NOTE 8. SUBSEQUENT EVENTS On January 7, 2025, the board of directors (the “Board”) of Global Acquisitions Corp. (the “Company”) adopted amended and restated bylaws of the Company (as amended and restated, the “Amended and Restated Bylaws”). The Amended and Restated Bylaws include amendments to do the following: (i) allow for the Company to issue uncertificated/book-entry shares (previously the Bylaws were silent as to uncertificated shares); (ii) update the voting requirements at meetings of shareholders to be consistent with Nevada law, which provides for a proposal to be approved if the number of votes cast in favor of the action exceeds the number of votes cast in opposition to the action (previously the Bylaws provided for majority approval); (iii) provide for roles of additional officers of the Company, including Chief Executive Officer, Chief Financial Officer, Vice Presidents, Assistant Secretaries, Assistant Treasurers and others (the original Bylaws only provided for roles for a President, Secretary and Treasurer); (iv) update the principal address of the Company to be at such location within or without the State of Nevada as may be determined from time to time by resolution of the Board, instead of the fixed address set forth in the prior Bylaws; (v) update the informational and other requirements and procedures for any shareholder nominating individuals for election to the Board or proposing other business at a shareholder meeting, including to address the adoption by the Securities and Exchange Commission of “universal proxy” rules; (vi) provide that only the Chief Executive Officer, the Board, or the Chairman of the Board, may call special meetings of shareholders (previously the Bylaws were silent as to who could call meetings of shareholders); (vii) provide that in the absence of a quorum at any meeting or any adjournment thereof, (A) the Board, without a vote of the shareholders, may (1) postpone, reschedule, or cancel any previously scheduled annual meeting of shareholders and (2) postpone, reschedule, or cancel any previously scheduled special meeting of the shareholders called by the Board or management (but not by the shareholders); or (B) the holders of a majority of the shares of stock entitled to vote who are present, in person or by proxy, or, in the absence therefrom of all the shareholders, any officer entitled to preside at, or to act as secretary of, such meeting, may adjourn the meeting from time to time until a quorum shall be represented; (viii) clarify the steps required for shareholders to take action via a written consent to action without a meeting, including certain confirmation and inspection requirements associated therewith; (ix) clarify that meetings of shareholders and directors may take place through electronic communications, videoconferencing, teleconferencing or other available technology; (x) provide that the number of directors shall be no less than one and no more than fifteen (previously the Bylaws did not provide a limit on the total numbers of directors); (xi) provide that in the event that the Board elects a Chairman of the Board who is an employee of the Company, the Board may also elect a Lead Independent Director who shall preside at all meetings of the Board and shareholders at which he or she shall be present and the Chairman of the Board is not present and shall have and may exercise such powers as may, from time to time, be assigned to him or her by the Board, the Amended and Restated Bylaws or as may be provided by law; (xii) set forth procedures for the formation of Board committees; (xiii) expand upon the rights of indemnification and indemnification procedures for officers and directors of the Company, including that each Indemnitee (as described in the Amended and Restated Bylaws) shall be indemnified and held harmless by the Company to the fullest extent permitted by Nevada law; and (xiv) affect certain updates and modernization changes to the prior Bylaws. The Amended and Restated Bylaws also reflect certain other clarifying and/or conforming changes. On March 6, 2025, the Board of Directors of the Company granted (a) warrants to purchase 500,000 shares of common stock to Justin Gimblestob and (b) warrants to purchase 250,000 shares of common stock to Darren Cahill, two consultants of the Company, in consideration for agreeing to provide advisory services to the Company (collectively, the “Consulting Warrants”). The Consulting Warrants have an exercise price of $1.70 per share and a term of five years. The Consulting Warrants vest immediately and are exercisable 1/2 on March 6, 2025 and 1/2 on September 6, 2025. The Consulting Warrants also allow for cashless exercises and customary anti-dilution rights for stock splits, dividends and similar transactions. Effective on March 6, 2025, the Board of Directors of the Company, appointed Shawn Cable as the Chief Financial Officer (Principal Accounting/Financial Officer) of the Company (the “Appointment”), which Appointment was effective as of the same date. As a result of the Appointment, Ronald Boreta, the Chief Executive Officer (Principal Executive Officer) of the Company, stepped down from the role of Principal Accounting/Financial Officer and Treasurer of the Company, also effective on March 6, 2025. The Company has agreed to pay Mr. Cable $75,000 per year, and to grant Mr. Cable warrants to purchase 100,000 shares of common stock with an exercise price of $1.70 per share and a term of five years. The warrants vest immediately and are exercisable 1/2 on March 6, 2025 and 1/2 on September 6, 2025 (the "CFO Warrants"). The CFO Warrants also allow for cashless exercises and customary anti-dilution rights for stock splits, dividends and similar transactions.

X
- References No definition available. + Details
Name: | us-gaap_OtherLiabilitiesDisclosureAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/855/tableOfContent Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483399/855-10-50-2 + Details
Name: | us-gaap_SubsequentEventsTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration