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STOCKHOLDERS’ EQUITY
 6 Months Ended
Jun. 30, 2026
Equity [Abstract]  
STOCKHOLDERS’ EQUITY

NOTE 5 - STOCKHOLDERS’ EQUITY

 

The Company’s authorized capital consists of 600,000,000 shares, of which 500,000,000 shares are designated as shares of common stock, par value $0.0001 (the “Common Stock”), and 100,000,000 shares are designated as shares of preferred stock, par value $0.0001. No shares of preferred stock are currently outstanding. Shares of preferred stock may be issued in one or more series, each series to be appropriately designated by a distinguishing letter or title, prior to the issuance of any shares thereof. The voting powers, designations, preferences, limitations, restrictions, relative, participating, options and other rights, and the qualifications, limitations, or restrictions thereof, of the preferred stock are to be determined by the board of directors before the issuance of any shares of preferred stock in such series.

 

Issuance of 8,500,000 shares on March 31, 2026

 

On February 13, 2026, the Company entered into a share exchange agreement (the “Share Exchange Agreement”) with Forekast Limited, a company formed under the laws of the British Virgin Islands (“Forekast”) and the shareholders of Forekast listed on Annex A thereto (the “Forekast Shareholders”).

 

On February 17, 2026, the Company filed a Current Report on Form 8-K including the Share Exchange Agreement as an exhibit with the SEC. The Share Exchange Agreement contained customary representations, warranties, covenants, closing conditions and termination provisions and provided for a closing date of March 31, 2026 (the “Closing Date”), subject to the terms set forth therein.

 

On March 31, 2026, all conditions for closing were satisfied, and the Company consummated the transactions contemplated by the Share Exchange Agreement. At closing, the Company acquired 1,360 ordinary shares of Forekast from the Forekast Shareholders, representing 13.6% of Forekast’s outstanding equity interests on a fully diluted basis as of the Closing Date. In consideration therefor, the Company issued to the Forekast Shareholders an aggregate of 8,500,000 shares of its Common Stock, valued at $17,000,000 to the Forekast Shareholders, such shares constituting the “Exchange Shares”. The transaction constituted a minority investment in Forekast and did not result in the Company obtaining control of Forekast.

 

Issuance of 800,000 shares on April 16, 2026

 

On November 18, 2025, the Company entered into an acquisition agreement (the “Acquisition Agreement”) with Lim Chee Yin, an individual (the “Seller”). Pursuant to the Acquisition Agreement, subject to the satisfaction or waiver of the conditions set forth therein, upon consummation of the transaction contemplated in the Acquisition Agreement (the “Closing”), the Company acquired 0.99% of Seller’s shareholdings in Greenophene Technologies Limited, a company incorporated in the British Virgin Islands (“Greenophene”), equivalent to 10 shares of Greenophene (the “Acquisition”).

 

On November 20, 2025, the Company filed a Current Report on Form 8-K including the Acquisition Agreement as an exhibit with the SEC. The Acquisition Agreement contains customary representations, warranties, and covenants made by both parties, including authorization, enforceability, compliance with securities laws, absence of undisclosed liabilities, and the Seller’s obligation to assist with Schedule 13D and other required SEC beneficial ownership filings.

 

Pursuant to the terms and conditions of the Acquisition Agreement, at the effective time of the Acquisition (the “Effective Time”), the Company shall issue to the Seller 800,000 shares of its Common Stock, valued at $1.50 per share, for the aggregate closing consideration of $1,200,000 (the “Consideration”).

 

On April 16, 2026 (the “Closing Date”), all conditions to closing were satisfied, and the Company consummated the transactions contemplated by the Acquisition Agreement. At the Closing, the Company acquired 10 ordinary shares of Greenophene from the Seller, representing a minority interest of 0.99% of Greenophene’s outstanding equity interests as of the Closing Date. For the Consideration, the Company issued to the Seller 800,000 shares of its Common Stock, $1.50 per share, for an aggregate value of $1,200,000.

 

 

Issuance of 107,310 shares on April 28, 2026

 

On April 28, 2026, the Company entered into a subscription agreement with its Chief Executive Officer, President and Director, Mr. Lee, Chong Kuang (“Mr. Lee”), providing for the private placement of 107,310 shares of its Common Stock at a per share purchase price of $2.3297 (the “Offering”) for aggregate gross proceeds of $250,000. The Offering closed on April 28, 2026, and the Company plans to use the proceeds of the Offering for operating capital.

 

Issuance of 28,949 shares on May 29, 2026

 

On May 29, 2026, the Company entered into a subscription agreement with Mr. Lee, providing for the private placement of 28,949 shares of its Common Stock at a per share purchase price of $1.7272 (the “Offering”) for aggregate gross proceeds of $50,000. The Offering closed on May 29, 2026, and the Company plans to use the proceeds of the Offering for operating capital.

 

Issuance of 65,591 shares on June 30, 2026

 

On June 30, 2026, the Company entered into a subscription agreement with Mr. Lee, providing for the private placement of 65,591 shares of its Common Stock at a per share purchase price of $1.5246 (the “Offering”) for aggregate gross proceeds of $100,000. The Offering closed on June 30, 2026, and the Company plans to use the proceeds of the Offering for operating capital.

 

A list of the issuance of the Company’s Common Stock during the six months ended June 30, 2026, is set forth below:

 

Name of Shareholder  Shares of
Common Stock Issued		   Fair Value of
Common Stock Issued		 
BHL Ltd.   3,250,000   $6,500,000 
Moira Venture Limited   750,000    1,500,000 
Renhari Limited   1,125,000    2,250,000 
Joharne Limited   1,125,000    2,250,000 
Crescent East Limited   1,125,000    2,250,000 
Stratifi Global Limited   1,125,000    2,250,000 
Lim Chee Yin   800,000    1,200,000 
Lee Chong Kuang   201,850    400,000 
Total   9,501,850   $18,600,000 

 

For the period ended June 30, 2026, the Company issued 9,501,850 shares of its Common Stock, including 9,300,000 shares issued for other investments valued $18,200,000 and 201,850 shares issued to its CEO, Mr. Lee in private placements for total proceeds of $400,000.

 

During 2025, the Company in aggregate issued 1,050,000 shares of its Common Stock to individual investors in private placements, for total proceeds of $1,235,000. The proceeds aim to fund the expansion of the Company’s operations.