v3.26.1
Subsequent Events
6 Months Ended
Jun. 30, 2026
Subsequent Events [Abstract]  
Subsequent Events

 

12. Subsequent Events

 

On July 6, 2026, stockholders holding approximately 92.83% of the Company’s outstanding common stock — SUPA Food Services LLC, the Company’s majority stockholder, and Spark Capital Investments LLC, each a related party — acting by written consent pursuant to NRS 78.320, elected Candice Beaumont and Imran Firoz as directors and ratified the appointment of LAO Professionals as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. On July 8, 2026, the Company filed a preliminary information statement on Schedule 14C with respect to these actions, which, pursuant to Rule 14c-2 under the Securities Exchange Act of 1934, will become effective no earlier than twenty days after the definitive information statement is first mailed to stockholders, anticipated on or about August 10, 2026 (the “Effective Date”). On the Effective Date, Hunter Gaylor, Adam Clode, and Yessenia Hernandez, who were not re-elected, will cease to serve as directors, Ms. Hernandez will also cease to serve as Chief Executive Officer, and Anna Goldenberg will be appointed Chief Executive Officer. These actions had no effect on the Company’s financial position, results of operations, or cash flows as of and for the periods presented.

 

On January 20, 2026, Igala Commonwealth Limited filed a complaint against the Company and Timothy Alford in the Circuit Court of Cook County, Illinois, Chancery Division (Case No. 2026CH00558), alleging breach of contract and seeking specific performance or, in the alternative, money damages of approximately $3,072,000, arising from a consulting agreement entered into by the Company's predecessor entity in March 2023.

 

The Company filed a Motion to Dismiss Counts I and II of the complaint pursuant to 735 ILCS 5/2-615(a). On July 14, 2026, the Court held oral argument on the motion and took the matter under advisement. A written opinion is pending.

 

The Company believes the claims are without merit and intends to defend the action vigorously. No liability has been recorded in connection with this matter, as management does not consider an unfavorable outcome to be probable at this time. However, there can be no assurance as to the ultimate outcome of this litigation, and an adverse judgment could have a material effect on the Company's financial condition.

 

The Company has evaluated subsequent events through July 21, 2026, the date these consolidated financial statements were available to be issued, and determined that there were no material subsequent events requiring additional disclosure or adjustment to the consolidated financial statements.