Subsequent Events |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Subsequent Events [Abstract] | |
| SUBSEQUENT EVENTS | 13. SUBSEQUENT EVENT
The Company evaluated all subsequent events and transactions that occurred after the balance sheet date through the date these unaudited condensed consolidated financial statements were available to be issued. Except as disclosed below, there were no material subsequent events that required recognition or disclosure in the unaudited condensed consolidated financial statements.
Share Exchange Transaction with Electric Power Technology Limited
On April 9, 2026, the Company issued an aggregate of 31,872,768 shares of its common stock, par value $0.0001 per share (the “Shares”), to six eligible shareholders of Electric Power Technology Limited, a Taiwan corporation (“TW Company”), in exchange for an aggregate of 26,783,838 ordinary shares of Electric Power Technology, pursuant to the Share Exchange Agreement, dated December 19, 2024, as amended. The Shares represented approximately 31.07% of the Company’s total issued and outstanding common stock as of the transaction closing date. The Shares were issued in a transaction exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The Shares were issued as restricted securities for the purpose of the Securities Act and bear restrictive legends to that effect.
The Company is currently evaluating the accounting treatment for this transaction, including the determination of the appropriate accounting guidance to be applied under U.S. GAAP and the related financial reporting implications. Accordingly, the accounting for this transaction has not been finalized as of the date these financial statements were issued. The Company will finalize the accounting assessment upon completion of its evaluation of the transaction structure, rights obtained, and other relevant facts and circumstances.
Approval of Re-Domiciliation from Delaware to Nevada
On May 8, 2026, the board of directors of the Company approved the re-domiciliation of the Company from the State of Delaware to the State of Nevada pursuant to Section 266 of the Delaware General Corporation Law and Sections 92A.195 and 92A.205 of the Nevada Revised Statutes, together with the related Plan of Conversion and new Nevada articles of incorporation and bylaws.
Pursuant to the re-domiciliation, each issued and outstanding share of the Company’s common stock will convert on a one-for-one basis into common stock of the Nevada corporation; outstanding warrants, options, equity awards and equity incentive plans will be assumed and adjusted on a one-for-one basis; and the directors and executive officers of the Company will remain unchanged.
The re-domiciliation has been consented by a majority of shareholders with a notice of such consent filed with the SEC through an Information Statement on Schedule 14C on May 18, 2026 and will become effective upon the filing of requisite conversion documents with the Delaware and Nevada Secretaries of States. The re-domiciliation is intended to qualify as a tax-free reorganization under Section 368(a)(1)(F) of the Internal Revenue Code of 1986, as amended.
Promissory Notes
On April 28, 2026 and May 19, 2026, the Company obtained loans of $47,000 and $125,000, respectively, from Mr. Wellen Sham via the promissory notes to support its operational activities. The borrowings bear interest at a rate of 8% per annum and are payable through April 27, 2027 and May 18, 2027, respectively. |