EQUITY |
12 Months Ended |
|---|---|
Dec. 31, 2025 | |
| Equity [Abstract] | |
| EQUITY | NOTE 7 – EQUITY
Common stock
The Company is authorized to issue shares of common stock, par value $ per share. The Company has and shares of common stock issued and outstanding as of December 31, 2025 and 2024, respectively.
For the year ended December 31, 2024, prior to the reverse merger on October 16, 2024, BILI Inc. issued shares of common stock for total cash proceeds for the exercise of stock options and subscription receivables of $378,691. These shares were subsequently exchanged for shares of the Company in connection with the Equity Exchange Agreement.
For the year ended 2025, all shares of the Company’s Series B Preferred Stock were converted into common stock at a rate of 150 shares of common stock for each share of Series B Preferred Stock, resulting in the issuance of shares of common stock.
Preferred Stock
The Company is authorized to issue shares of Preferred Stock and designated shares as Series B Preferred Stock, par value $ per share.
Series B Preferred Stock
Each share of Series B Preferred Stock is convertible into shares of Common Stock, entitles the holder to vote together with Common Stockholders on an as-converted basis, and entitles the holder to receive dividends and other distributions, if declared, on a pari-passu basis with Common Stock.
On October 16, 2024, the Company issued an aggregate of shares of Series B Preferred Stock to the BILI Shareholders as consideration pursuant to an Equity Exchange Agreement in connection with the acquisition of BILI Inc. The issuance of Series B Preferred Stock is accounted for as a recapitalization of the Company, with BILI Inc. deemed the accounting acquirer and AGGI the legal acquirer. Accordingly, the historical consolidated financial statements of BILI Inc. are treated as the continuing reporting entity, and the equity structure has been restated to reflect the recapitalization.
During 2025, all outstanding shares of Series B Preferred Stock were converted into common stock.
As of December 31, 2025, and 2024, the Company had and shares of Series B Preferred Stock issued and outstanding respectively.
Stock Option Plan – BILI, Inc.
BILI, Inc. maintained an employee stock option plan under which certain employees of the subsidiary were granted options to purchase shares of the subsidiary’s common stock, prior to the reverse merger on October 16, 2024. These stock options were issued and settled by the subsidiary and are not convertible into, or based on, shares of the parent company.
During the years ended December 31, 2024, prior to the reverse merger on October 16, 2024, employees exercised stock options totalling $220,395, resulting in the issuance of shares of BILI, Inc.’s common stock. Total cash proceeds of $111,974 were received by BILI, Inc. in connection with these exercises. Such proceeds are included within Cash proceeds from subscription receivables in the consolidated statements of stockholders’ equity / (deficit), and are also reflected as a financing activity in the consolidated statements of cash flows.
Prior to the share exchange, all of the stock options issued under the BILI, Inc. plan were converted into shares of the Company’s Series B Preferred Stock pursuant to the Equity Exchange Agreement, and the stock option plan was terminated in September 24, 2024 by the board of directors of BILI, Inc.
As of December 31, 2025 and 2024, options were issued and outstanding, respectively.
The cost of stock-based compensation related to these options is recognized by the subsidiary over the vesting period in accordance with ASC 718, Compensation – Stock Compensation, and is included in the Company’s consolidated statements of operations. The corresponding increase in equity is reflected in additional paid-in capital for the year ended December 31, 2024. Refer to Note 8 for more details.
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