What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2026-04-15 compared with 2025-03-28 · 14 added, 47 removed, 1 unchanged (98% of the section changed)

Market for Registrant’s Common

Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

The Company is authorized by its Certificate of

Incorporation to issue an aggregate of 60,000,000 shares of capital stock, of which 50,000,000 are shares of Common Stock and 10,000,000

are shares of Preferred Stock.

As of the date of filing this Form 10-K, 5,000,000 shares of Common Stock and zero shares of Preferred

Stock were issued and outstanding and the Company had two stockholders of record.

All outstanding shares of Common Stock are of

the same class and have equal rights and attributes.

The holders of Common Stock are entitled to one vote per share on all matters submitted

to a vote of stockholders of the Company.

All stockholders are entitled to share equally in dividends, if any, as may be declared from

time to time by the Company’s board of directors out of funds legally available.

In the event of liquidation, the holders of Common

Stock are entitled to share ratably in all assets remaining after payment of all liabilities.

The stockholders do not have cumulative

or preemptive rights.

There is currently no public market for our Common

Furthermore, no public trading market is expected to develop in the foreseeable future unless and until the Company completes a

business combination with an operating business.

However, we cannot guarantee our Common Stock will ever be listed on any exchange or

approved for quotation on any over-the-counter market.

Preferred Stock

Our Certificate of Incorporation authorizes the

issuance of up to 10,000,000 shares of Preferred Stock with designations, rights and preferences determined from time to time by our board

of directors.

Accordingly, our board of directors is empowered, without stockholder approval, to issue Preferred Stock with dividend,

liquidation, conversion, voting, or other rights, which could adversely affect the voting power or other rights of the holders of the

Common Stock.

In the event of issuance, the Preferred Stock could be utilized, under certain circumstances, as a method of discouraging,

delaying or preventing a change in control of the Company.

Although we have no present intention to issue any shares of our authorized

Preferred Stock, there can be no assurance that the Company will not do so in the future.

We have not paid any dividends on our common stock

to date and do not intend to pay dividends prior to the completion of a business combination.

The payment of dividends in the future will

be contingent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of

a business combination.

The payment of any dividends subsequent to a business combination will be within the discretion of our then board

of directors.

It is the present intention of our board of directors to retain all earnings, if any, for use in our business operations

and, accordingly, our board does not anticipate declaring any dividends in the foreseeable future.

Securities Authorized for Issuance under Equity

Compensation Plans

The Company has not authorized any securities

for issuance under an equity incentive plan.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

As of the date of this Annual Report, our common stock is not listed on a national securities exchange, an over-the-counter market or any other exchange, and therefore there is no established public trading market for our common stock.

We have applied to have our common stock quoted on the OTCQB.

However, we cannot assure you that our common stock will be listed on any national securities exchange or quoted on the OTCQB and, even if it is, there can be no assurance that our common stock will continue to be listed on any national securities exchange or quoted on the OTCQB, or that an active trading market for our common stock will develop or continue.

See Item 1A, “ Risk Factors— There is currently no public trading market for our common stock, and one may not develop .”

Holders of Record

As of March 31, 2026, we had 372 holders of record of our common stock.

Dividend Policy

We have never declared or paid any cash dividends on our capital stock, and we do not anticipate paying any cash dividends in the foreseeable future.

The payment of dividends, if any, in the future is within the discretion of our board of directors, subject to applicable laws, and will depend on our earnings, capital requirements and financial condition and other relevant facts.

We currently intend to retain all future earnings, if any, to finance the development and growth of our business.

Recent Sales of Unregistered Securities

Issuer Purchases of Equity Securities

During the fiscal year ended December 31, 2025, we did not have sales of unregistered securities other than those already disclosed in our previously filed Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity