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STOCKHOLDERS’ EQUITY
 3 Months Ended
Mar. 31, 2026
Equity [Abstract]  
STOCKHOLDERS’ EQUITY

NOTE 5 - STOCKHOLDERS’ EQUITY

 

Our authorized capital consists of 600,000,000 shares, of which 500,000,000 shares are designated as shares of Common Stock, par value $0.0001, and 100,000,000 shares are designated as shares of preferred stock, par value $0.0001 per share. No shares of preferred stock are currently outstanding. Shares of preferred stock may be issued in one or more series, each series to be appropriately designated by a distinguishing letter or title, prior to the issuance of any shares thereof. The voting powers, designations, preferences, limitations, restrictions, relative, participating, options and other rights, and the qualifications, limitations, or restrictions thereof, of the preferred stock are to be determined by the board of directors before the issuance of any shares of preferred stock in such series.

 

On February 13, 2026, the Company entered into a share exchange agreement (the “Share Exchange Agreement”) with Forekast Limited, a company formed under the laws of the British Virgin Islands (“Forekast”) and the shareholders of Forekast listed on Annex A thereto (the “Forekast Shareholders”).

 

On February 17, 2026, the Company filed a Current Report on Form 8-K including the Share Exchange Agreement as an exhibit with the SEC. The Share Exchange Agreement contained customary representations, warranties, covenants, closing conditions and termination provisions and provided for a closing date of March 31, 2026 (the “Closing Date”), subject to the terms set forth therein.

 

On March 31, 2026, all conditions for closing were satisfied, and the Company consummated the transactions contemplated by the Share Exchange Agreement. At closing, the Company acquired 1,360 ordinary shares of Forekast from the Forekast Shareholders, representing 13.6% of Forekast’s outstanding equity interests on a fully diluted basis as of the Closing Date. In consideration therefor, the Company issued to the Forekast Shareholders an aggregate of 8,500,000 shares of its common stock, par value $0.0001 (the “Common Stock”), valued at $17,000,000 to the Forekast Shareholders, such shares constituting the “Exchange Shares”. The transaction constituted a minority investment in Forekast and did not result in the Company obtaining control of Forekast.

 

A list of the issuance of the Company’s Common Stock during the three months ended March 31, 2026, is set forth below:

Name of Shareholder 

Shares of

Common Stock Issued

  

Fair Value of

Common Stock Issued

 
BHL Ltd.   3,250,000   $6,500,000 
Moira Venture Limited   750,000    1,500,000 
Renhari Limited   1,125,000    2,250,000 
Joharne Limited   1,125,000    2,250,000 
Crescent East Limited   1,125,000    2,250,000 
Stratifi Global Limited   1,125,000    2,250,000 
Total   8,500,000   $17,000,000 

 

During 2025, the Company in aggregate issued 1,050,000 shares of its Common Stock to individual investors in private placements, for total cash proceeds of $1,235,000. The proceeds aim to fund the expansion of the Company’s operations.