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CAPITAL STOCK
 9 Months Ended
Sep. 30, 2025
Equity [Abstract]  
CAPITAL STOCK

NOTE 12 - CAPITAL STOCK

 

Common Stock

 

Capital Contributions

 

During the nine months ended September 30, 2025 the Company’s controlling shareholder, Abundia Financial made capital contributions of $941,376 , these cash contributions were made to support the working capital need of the Company and were made prior to the completion of the Share Exchange.

 

ELOC Agreement

 

On July 10, 2025, the Company entered into the ELOC Agreement with an institutional investor (“ELOC Investor”), providing for a 24-month committed equity financing facility, pursuant to which the ELOC Investor has committed to purchase, at the Company’s direction in its sole discretion, up to an aggregate of $100,000,000 of Common Stock, subject to certain limitations set forth in the ELOC Agreement (the “Purchase Shares”). 

 

The purchase price per share is equal to 96% of the lowest daily volume-weighted average price (“VWAP”) during a specified measurement period following each purchase notice. The Company may issue up to 10,000,000 shares of Common Stock (exclusive of the commitment shares issued pursuant to the ELOC agreement described below) under the ELOC, subject to a(i) 9.99% beneficial ownership cap, and (ii) a 19.99% exchange cap, unless shareholder approval is obtained or sales are made at or above the minimum price as defined by NYSE American rules. 

 

As consideration for the ELOC investors commitment, the Company agreed to issue a total of 300,000 shares of Common Stock as a commitment fee, consisting of 156,000 shares of Common Stock issued at closing and 144,000 shares of Common Stock issued upon the effectiveness of the registration statement registering all shares of Common Stock issuable pursuant to the ELOC  (the “Commitment Shares”). The value of these shares at the time of issue was $3,342,000, this amount has been recognized in the income statement for the three and nine months ended September 30, 2025. The Company also entered into a registration rights agreement requiring it to file and maintain an effective resale registration statement for such shares issued under the ELOC. 

 

The ELOC Agreement may be terminated by the Company at any time after commencement, provided the commitment fee and legal fees have been paid. The agreement automatically terminates upon the earlier of (i) full drawdown, (ii) expiration of the 24-month term, (iii) delisting, or (iv) bankruptcy events.

 

During the three and nine months ended September 30, 2025, the Company issued 236,149 shares of Common Stock under the ELOC Agreement, for total gross proceeds of $1,638,361.

 

The Company engaged Univest Securities LLC as placement agent and agreed to pay a cash fee equal to 1.5% of the gross funding amount for each drawdown.

 

Warrants

 

Bridge Loan Warrants

 

As part of the Share Exchange, the Company acquired a number of warrants that had been issued in conjunction with a bridge loan in HUSA. The Bridge Loan Warrants are exercisable, for a period of ten years, expiring September 18, 2029, to purchase an aggregate of 9,440 shares of common stock of the Company.

 

A summary of warrant activity and related information for 2025 is presented below:

 

 

   Warrants   Weighted-Average
 Exercise Price		   Aggregate
 Intrinsic Value		 
             
Outstanding at July 1, 2025   9,440   $24.63      
Issued   -    -      
Exercised   -    -      
Expired   -    -      
Outstanding at September 30, 2025   9,440   $24.63   $- 
Exercisable at September 30, 2025   9,440   $24.63   $- 

 

On June 6, 2025. the Company effected a 1-for-10 reverse stock split (the “Reverse Stock Split”) of all outstanding shares of its common stock, $0.0001 par value per share (“Common Stock”). The number of warrants outstanding has been adjusted to reflect this stock split.