Stockholders’ Equity |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Equity [Abstract] | |
| Stockholders’ Equity | Note 11 – Stockholders’ Equity
Preferred stock
The Company has authorized shares of preferred stock with a par value of $. preferred shares have been designated.
Series A Preferred Stock
The Company has designated preferred shares, par value $, as Series A Preferred Stock. Initially, holders of series A preferred stock would have 20 voting rights for each series A preferred stock on any matter which action of the stockholders of the corporation is sought. The series A preferred stock will vote together with the common stock. Common stock and series A preferred stock are not convertible into each other. Holders of series A preferred stock are not entitled to receive dividends. The series A preferred stock does not have liquidation preference over the Company’s common stock, and therefore ranks pari passu with the Common Stock in the event of liquidation.
On January 17, 2024, shares of Series A Preferred Stock was issued to Ace Champion Investments Limited (“Ace Champion”), shares of Series A Preferred Stock was issued to Chrome Fields Asset Management LLC (“Chrome Fields Asset”), wholly-owned by Mr. Cheung Chi Ping and shares of Series A Preferred Stock was issued to Trendy View Assets Management (“Trendy View”), at an aggregate cash consideration of $10,000.
On July 23, 2025, the Company also entered into a stock purchase agreement (the “Private SPA”) among the Company, Ace Champion, Trendy View, and Chrome Fields Asset (collectively, the “Sellers”), and certain buyers (the “Buyers”). Pursuant to the Private SPA, Ace Champion, Trendy View and Chrome Fields Asset agreed to sell , and shares of the Company’s series A preferred stock, respectively, and the Buyers agreed to purchase shares of the Company’s series A preferred stock, par value $ per share. Under the Private SPA, the shares of series A preferred stock were sold at $ per share. The transaction closed on July 25, 2025.
As a result, as of March 31, 2026 and December 31, 2025, shares of Series A Preferred Stock are issued and outstanding. This has been retrospectively reflected in the unaudited condensed consolidated financial statements as discussed in Note 1.
Common stock
The Company has authorized shares of common stock with a par value of $ per share. Each share of common stock entitles the holder to one vote, in person or proxy, on any matter on which an action of the shareholders of the Company is sought.
The Company issued shares of common stock for the exchange of ordinary shares owned by the shareholder of our acquired subsidiary, Pine Ridge.
On January 17, 2024, the Company allotted shares of common stock at par value $ of the Company to Ace Champion, a company formed under the laws of the British Virgin Islands, which is wholly-owned by Mr. Cheung Ching Ping, brother of Mr. Cheung Chi Ping; and the Company allotted shares of common stock at par value $ to Trendy View, a company formed under the laws of the British Virgin Islands, which is wholly-owned by Mr. Cheung Yick Chung and Ms. Chan Lee, parents of Mr. Cheung Chi Ping. Total consideration for the subscription was $8,160. Mr. Cheung Ching Ping, Mr. Cheung Chi Ping and Mr. Cheung Yick Chung and Ms. Chan Lee are collectively considered as Mr. Cheung’s family. After the allotment, Mr. Cheung Ching Ping, Mr. Cheung Chi Ping and Mr. Cheung Yick Chung and Ms. Chan Lee are ultimately holding 50%, 40% and 10% of the common stock of the Company.
On June 11, 2024, the Board of Directors approved to effect a 1.25-for-1 reverse stock split for the issued common stocks, such that every holder of 1.25 shares of common stock of the Company shall receive 1 share of common stock resulting in the issued common stocks to be which are being held by Ace Champion of shares of common stock, Chrome Fields of shares of common stock and Trendy View of shares of common stock.
On February 13, 2025, the Company announced the closing of its initial public offering (“IPO”) of shares of common stock, US$ par value per stock share at an offering price of US$ per share for a total of US$12,000,000 in gross proceeds.
On September 16, October 1, October 3 and December 18, 2025, the Company issued , , and shares of common stock at par value $ to American Ventures LLC, respectively.
On October 17, November 7 and November 13, 2025, the Company issued a total of shares of common stock to certain employees and consultants of the Company through the exercise of stock options to convert to equivalent number of common stocks of the Company under the 2025 Plan.
On January 29, 2026, the Company granted Mr. Matthew Saker shares of restricted shares of common stock, par value per share, of the Company as direct compensation for his services as interim chief executive officer.
On January 29, 2026, the Company granted each of Mr. Christopher Schraft, Mr. Vuk Jeremic and Ms. Xinyue Jasmine Geffner restricted shares of common stock, par value $per share, of the Company as direct compensation for their services as independent directors.
On February 4, March 12 and March 17, 2026, the Company issued , and shares of common stock at par value $ to American Ventures LLC, respectively.
On March 1, 2026, the Company granted a consultant restricted shares of common stock ( upon execution, on the first anniversary, subject to no earlier termination for cause), par value $ per share, of the Company as equity compensation in accordance with a consulting services agreement for investor relations.
On March 10, 2026, the Company closed a private placement of shares (including common stock and pre-funded warrants) at $ per share, generating gross proceeds of $9,029,002, which after deducting placement agent fee, legal fee and other fees resulted in $8,073,933 net proceeds to the Company.
On March 12, March 13, March 16 and March 25, 2026, placement agent warrants of 350,000, 150,000, 100,000 and 1,500 were exercised and converted into a total of shares of common stock of the Company at par value of $, respectively.
As a result, as of March 31, 2026 and December 31, 2025, and shares of common stock are issued and outstanding respectively.
Warrants
On July 23, 2025, the Company entered into definitive securities purchase agreements with accredited and institutional investors for the issuance and sale of units consisting of common stock (each a share of “Common Stock”) (or pre-funded warrants (“Pre-funded Warrants”) to purchase in lieu thereof) together with common A warrants and common B warrants (each of the common A and common B warrants a “Common Warrant”) to purchase the same number of shares of common stock (or Pre-funded Warrants) of the Company at a price of $ per unit, on a brokered private placement basis, for aggregate gross proceeds of approximately $26 million. Offering costs directly attributable to the private placement were approximately $2.48 million (the “Private Placement”).
On July 25, 2025, the Company issued 29,885,057 common A warrants, each to acquire a share of common stock, and 29,885,057 common B warrants, each to acquire a share of common stock in connection with the Private Placement. Each common A warrant has an exercise price of $1.00 per share, and each common B warrant has an exercise price of $1.25 per share. The Common Warrants became exercisable upon issuance and expire five years from the initial exercise date.
In connection with the Private Placement, the Company also issued 29,156,069 Pre-funded Warrants, each exercisable for one share of common stock. Each Pre-funded Warrant has a remaining exercise price of $0.0001 per share, is exercisable immediately upon payment of any outstanding exercise price, and may be exercised at any time until fully exercised.
Moreover, in connection with the Private Placement, the Company entered into a placement agent agreement with the placing agents, who agreed to use reasonable best efforts to facilitate the Private Placement. The compensation to the placing agents includes (i) a cash consideration of $2,080,000 and (ii) placement agent warrants to purchase up to 2,390,804 shares of common stock, representing 8% of the aggregate number of shares of common stock and Pre-funded Warrants sold in the Private Placement. The placement agent warrants have an exercise price of $1 per share and are exercisable immediately upon issuance for a period of five years.
As of March 31, 2026, except for a total of 2,600,000 of the Pre-funded Warrants were exercised with outstanding balance of 26,556,069, none of the common A warrants and common B warrants were exercised and 601,500 placement agent warrants were exercised with outstanding balance of 1,789,304. The Company accounts for warrants as equity-classified instruments and recorded as a component of additional paid-in capital at the time of issuance and net of the placing agent fee.
On March 10, 2026, the Company closed a private placement of shares (including common stock and pre-funded warrants) at $ per share, generating gross proceeds of $9,029,002, which after deducting placement agent fee, legal fee and other fees resulted in $8,073,933 net proceeds to the Company. As of March 31, 2026, none of the pre-funded warrants were exercised.
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