Reverse Merger Acquisition |
12 Months Ended |
|---|---|
Dec. 31, 2025 | |
| Reverse Merger Acquisition | |
| Reverse Merger Acquisition | C. Reverse Merger Acquisition
On December 30, 2025, the Company entered into a Merger Agreement by and among the Company, Independence Power, and Independence Investors. Pursuant to the Merger Agreement, the Company agreed to exchange the outstanding common shares of Independence Power held by Independence Investors for 32,000,000 pre-split shares of Class B common stock of the Company. Independence Power became a wholly owned subsidiary of IPHI. At the time of the Merger Agreement, Independence Investors also held 3,800,000 shares of the Company’s Class A common stock indirectly through a wholly owned subsidiary. As a result of the Merger Agreement, Independence Investors, directly and indirectly through a subsidiary entity, owned approximately 94.3% of the issued and outstanding Class A and Class B common shares.
The Merger Agreement was accounted for as a reverse asset acquisition in accordance with U.S. generally accepted accounting principles (“GAAP”). Under this method of accounting, IPHI has been treated as “acquired” for financial reporting purposes. Independence Power has been determined to be the “accounting acquirer” because Independence Power maintains control of the Board of Directors and management of the combined company and the operations of Independence Power constitute the only ongoing operations of the combined company. Under this method of accounting, the ongoing financial statements of the registrant reflect the net assets of Independence Power and IPHI at historical cost, with no goodwill or other intangible assets recognized, and the historical Consolidated Balance Sheets, Consolidated Statements of Operations, Consolidated Statements of Changes in Shareholders’ Equity, and Statements of Cash Flows reflect the historical activity of Independence Power.
Under the terms of the Merger Agreement, the Company issued 32,000,000 pre-split shares of Class B common stock to the sole stockholder of Independence Investors in exchange for all issued and outstanding common shares. The Company recorded additional paid-in capital of $347,096 related to the Merger Agreement. |