Commitments and Related Party Transactions |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Commitments and Related Party Transactions [Abstract] | |
| Commitments and Related Party Transactions | Note 3. Commitments and Related Party Transactions
Office Space
The Company utilizes the office space and equipment of its management at no cost.
Advisory, accounting and administrative service agreement
In March 2022, the Company agreed to pay $1,250 per quarter for advisory, accounting, and administrative support services provided by Lucius Partners LLC, sole stockholder of the Company. The Company incurred expenses amounts to $1,250 for the three months ended March 31, 2026 and 2025. The amounts of $6,250 and $5,000 are reflected in related party payable caption on the condensed balance sheets as of March 31, 2026 and December 31, 2025, respectively.
The Company incurred director fees with Nathan Pereira amounting to $3,000 for the three months ended March 31, 2026 and 2025, which is reflected in related party payable on the condensed balance sheets as of March 31, 2026. The amounts of $13,000 and $10,000 are reflected in the related party payable caption on the condensed balance sheets as of March 31, 2026 and December 31, 2025, respectively.
Note Payable Stockholder
On March 10, 2022, the Company issued a promissory note (the “Note”) to the sole stockholder of the Company pursuant to which the Company agreed to repay the sum of any and all amounts advanced to the Company or amount of expenses incurred on behalf of the Company, on or before the date that the Company consummates a business combination with a private company or reverse takeover transaction or other transaction after which the Company would cease to be a shell company. Pursuant to the Note agreement, the Note is non-interest bearing unless an event of default occurs, as defined in the Note. Amounts outstanding under the Note were repaid in October 2024 in the amount of $131,647, utilizing the proceeds from the LPOF Note (as defined below). In 2025, the Company received an additional $90,000 and an additional $2,500 in 2026 under the Note. As of March 31, 2026 and December 31, 2025, the amount due under the Note was $92,500 and $90,000, respectively.
Note Payable – Lucius Partners Opportunity Fund, LP
On October 28, 2024, the Company entered into an Unsecured Promissory Note Agreement (the “LPOF Note”) with Lucius Partners Opportunity Fund, LP (“LPOF”), an affiliate of the Company, and received $275,000. The LPOF Note accrues 12% interest annually. The LPOF Note originally matured on October 28, 2025 and can be prepaid at any time without penalty. The Company used the proceeds to pay off the note payable – stockholder, related party payable, other accrued expenses and general expenses. The Company amended this LPOF Note in October 2025 to extend the maturity date to October 28, 2026. No other terms were modified. The Company accounted for the amendment of the LPOF Note as a debt modification under ASC 470. In connection with the debt modification, the Company issued Lucius Opportunity Fund, LP a warrant to purchase 30,000 shares of common stock of the Company. The warrants have an expiration date of October 28, 2028 and an exercise price of $0.01. The warrants meet all the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s Common Stock amongst other conditions for equity classification. The accounting and measurement implications related to the Warrants issued with this transaction are insignificant.
The Company recognized accrued interest expense of $46,923 and $38,786 in the balance sheet as of March 31, 2026 and December 31, 2025, respectively. During the three months ended March 31, 2026 and 2025, the Company recognized $8,137 and $8,137, respectively of interest expense related to the LPOF Note. |