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SUBSEQUENT EVENTS
6 Months Ended
Jun. 30, 2025
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

13. SUBSEQUENT EVENTS

 

On July 23, 2025, the Company completed the purchase of New Energy Asia Pacific Inc. (“NEAPI”), as described in the Company’s current report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 22, 2025 and the Company’s definitive information statement as filed with the SEC on July 1, 2025.

 

As previously reported, the Company entered into the Stock Purchase Agreement dated as of May 22, 2025 with Chan Heng Fai, the Company’s Chairman, Chief Executive Officer and largest stockholder, pursuant to which the Company purchased from Mr. Chan all of the outstanding shares of NEAPI for a purchase price of $83,000,000 in the form of a promissory note convertible into newly issued shares of the Company’s common stock (the “Convertible Note”). The Convertible Note bore a simple interest rate of 1% per annum. Under the terms of the Convertible Note, Mr. Chan was able to convert any outstanding principal and interest into shares of the Company’s common stock at $3.00 per share prior to maturity of the Convertible Note five (5) years from the date of the Convertible Note. Upon maturity of the Convertible Note any outstanding principal and accrued interest accrued thereunder would be automatically be converted into shares of the Company’s common stock at the conversion rate.

 

On July 23, 2025, Mr. Chan converted the entire balance of the $83,000,000 Convertible Note into 27,666,667 restricted shares of the Company’s common stock. Such securities were not registered under the Securities Act of 1933 and were issued pursuant to the exemption under Section 4(2) of the Securities Act.

 

NEAPI owns 41.5% of the issued and outstanding shares of New Energy Asia Pacific Company Limited (“New Energy”), a Hong Kong corporation. New Energy focuses on distributing all-electric versions of special-purpose and transportation vehicles, charging stations and batteries.

 

Chan Heng Fai, the Company’s Chairman, Chief Executive Officer and largest stockholder is a member of the Board of Directors of New Energy. Mr. Lui Wai Leung Alan, the Company’s Co-Chief Financial Officer, is also a member of the Board of Directors of New Energy.