5 nominees · 7 ballot items.
Stockholders will vote on seven proposals: (1) election of five directors nominated by management; (2) ratification of LAO Professionals as the independent registered public accounting firm for the year ending December 31, 2025; (3) authorization for the Board to effect a reverse stock split (ratio 1-for-3 to 1-for-20) with timing and ratio at the Board’s discretion; (4) amendment to the 2023 Equity Incentive Plan to add 2,000,000 shares for awards; (5) issuance of 12,500,000 shares to Kingsford’s designee under the asset purchase agreement; (6) issuance of 15,000,000 shares to Asia Resource’s designee under the development agreement; and (7) discretionary authority to adjourn the meeting.
Elect Lin Li, Kurtis W. Winn, Bradley C. Lalonde, Umesh Patel, and Jing Zhang to serve as directors until the next annual meeting or until their successors are elected and qualified.
Ratify LAO Professionals as the Company’s independent registered public accounting firm for the year ending December 31, 2025.
Authorize the Board to effect a reverse stock split of all issued and outstanding common stock, par value $0.0001 per share, at a ratio within the range of 1-for-3 to 1-for-20, with timing and ratio to be determined by the Board.
Amend the terms of the Company’s 2023 Equity Incentive Plan, as amended, to provide for an additional 2,000,000 shares to be issued in connection with awards granted thereunder;
Approve the issuance of 12,500,000 shares of common stock to the designee of Kingsford pursuant to the asset purchase agreement with Kingsford, dated November 23, 2025, which would increase outstanding common stock by more than 20%.
Approve the issuance of 15,000,000 shares of common stock to the designee of Asia Resource pursuant to the development agreement with Asia Resource, dated November 23, 2025, which exceed 20% of presently outstanding common stock.
Approve the adjournment of the Annual Meeting to a later date or dates to permit further solicitation of proxies.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | GEODE CAPITAL MANAGEMENT, LLC | 0.46% | 245,071 | $35K |
| 2 | XTX Topco Ltd | 0.10% | 54,600 | $8K |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 0.08% | 45,539 | $7K |
| 4 | GEODE CAPITAL MANAGEMENT, LLC | 0.01% | 7,728 | $1K |
| 5 | UBS Group AG | 0.01% | 6,093 | $871 |
| 6 | Tower Research Capital LLC (TRC | 0.00% | 2,049 | $293 |
| 7 | OSAIC HOLDINGS, INC. | 0.00% | 37 | $5 |
| 8 | Sound Income Strategies, LLC | 0.00% | 12 | $2 |
| 9 | UBS Group AG | 0.00% | 11 | $2 |
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