v3.26.1
Subsequent Events
3 Months Ended
Mar. 31, 2026
Subsequent Events [Abstract]  
Subsequent Events

Note 6 – Subsequent Events

 

The Company has evaluated subsequent events through June 3, 2026, the date the unaudited condensed consolidated financial statements were available to be issued. Based on this evaluation, except as set forth below, no events have occurred that require disclosure or adjustment to the unaudited condensed consolidated financial statements as of and for the period ended March 31, 2026.

 

Stock Option Grants

 

On April 6, 2026, the Company granted an aggregate of 2,700,000 options to purchase shares of the Company’s Class A common stock to certain consultants as compensation for services rendered. The options, which have a four-year term and an exercise price of $0.5491 per share, vest with respect to 25% of the option on April 7, 2027. The remaining 75% vest on a quarterly basis thereafter, such that upon the lapse of each applicable quarter, a number of shares equal of 6.25% of the shares underlying the option will vest. In each case, vesting assumes the optionee continues to be a service provider on the relevant date.

 

Certificate of Correction

 

On May 19, 2026, the Company filed a Certificate of Correction with the Secretary of State of the State of Nevada.

 

The Company previously filed, on January 29, 2024, with the Secretary of State of the State of Nevada a Certificate of Amendment (the “Stock Split Certificate of Amendment”) to the Company’s Amended and Restated Articles of Incorporation (the “Articles”) which, among other things, purportedly effectuated a 4-for-1 forward split of the Company’s Class B common stock, purportedly resulting in the 10,000,000 shares of issued and outstanding Class B common stock being split into 40,000,000 shares of Class B common stock (the “Class B Forward Split”), but the Articles only authorized 10,000,000 shares of Class B common stock. The Company intended to include in the Stock Split Certificate of Amendment an increase of the number of authorized shares of common stock from 250,000,000 shares to 280,000,000 shares, and to increase the number of authorized shares of Class B common stock from 10,000,000 shares to 40,000,000 shares (collectively, the “Increase of Authorized Shares”). As a result of the Increase of Authorized Shares not being included in the Stock Split Certificate of Amendment, the number of shares of Class B common stock purported to result from the Class B Forward Split exceeded the number of authorized shares of Class B common stock. On and following January 29, 2024 (the “Intended Issuance Date”), the Company operated as though the Stock Split Certificate of Amendment had included the Increase of Authorized Shares and was validly in effect, and as though the Increase of Authorized Shares was validly effectuated on the Intended Issuance Date.

 

As a result of the filing of the Certificate of Correction, the Stock Split Certificate of Amendment was amended, effective as of the Intended Issuance Date, to (i) increase the number of authorized shares of common stock from 250,000,000 shares to 280,000,000 shares, and (ii) increase the number of authorized shares of Class B common stock from 10,000,000 shares to 40,000,000 shares.