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COMMITMENTS AND CONTINGENCIES
9 Months Ended
Sep. 30, 2026
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS AND CONTINGENCIES

NOTE 12 — COMMITMENTS AND CONTINGENCIES

 

Litigation

 

From time to time, the Company may be named in claims arising in the ordinary course of business. As of September 30, 2026, no legal proceedings, government or administrative actions, investigations, or claims were pending against or involving the Company that, in the opinion of management, could reasonably be expected to have a material adverse effect on its business, financial condition, or results of operations. For all periods presented, the Company was not a party to any pending material litigation or other material legal proceedings.

 

Capital commitment related to Hearty Nova Limited

 

As described in Note 5, on September 11, 2026, the Company entered into a Stock Purchase Agreement with Smart Dynamics Technology Limited, the Company’s majority stockholder and a related party, to acquire all of the issued and outstanding shares of Hearty Nova Limited. Upon closing of the acquisition, the Company has undertaken to fund Hearty Nova Limited’s pro rata share of the registered capital of its joint venture, approximately $1,173,000, and its pro rata share of any future capital calls of the joint venture. This commitment becomes effective only upon closing, which had not occurred as of September 30, 2026 or as of the date of this report. Accordingly, no liability has been recorded in the accompanying consolidated financial statements. The timing of the registered capital contribution has not yet been determined.

 

Registration rights

 

In connection with the August 10, 2026 private placement with Smart Dynamics (see Note 10), the Company agreed to use commercially reasonable efforts to file a registration statement for the resale of the shares issued and the shares issuable on exercise of the warrants within 60 days after closing, or by October 9, 2026, and to have it declared effective within 90 days after filing. As of the date of this report, the registration statement had not been filed. The agreements do not provide for liquidated damages or other penalties. The Company has not recorded a liability under ASC 450-20.