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Organization and Description of Business
9 Months Ended
Sep. 30, 2025
Organization and Description of Business [Abstract]  
Organization and Description of Business

1. Organization and Description of Business

 

Sonic Lighting, Inc. (“Sonic Nevada”) (“the Company”) is a Nevada corporation incorporated on March 4, 2025. Sonic Nevada is a parent holding company with no actual operations. Sonic Nevada fully owns and controls a subsidiary, Sonic Lighting, Inc. (“Sonic CA”) as of September 30, 2025.

 

Sonic CA, a wholly-owned subsidiary of Sonic Nevada, is a corporation incorporated in the State of California on May 7, 2010. Sonic CA had a share capital of $759,500 as of September 30, 2025 and December 31, 2024. Sonic CA is engaged in wholesale distributing of aftermarket lighting and other automotive parts. Effective on January 1, 2025, Sonic CA converted from an S corporation to a C corporation.

 

Reorganization

 

The Reorganization was completed on April 22, 2025 through a series of planned transactions. As a result of the Reorganization, the Company has become the holding company of Sonic CA, which prior to the Reorganization was a standalone entity directly owned by its beneficial owners. The primary objective of the Reorganization was to transfer 100% ownership of Sonic CA to the Company, thereby enabling the Company to serve as the issuer for its planned initial public offering in the United States.

 

Reorganization on April 22, 2025

 

Prior to April 22, 2025, Sonic CA was effectively controlled by Cheung Danny Dao Chung (“Cheung”), Mak Ka Kit (“Mak”), Wai Anthony Shing Him (“Wai”) and Li Nelson Ho Yin (“Li”), who together held 100% of the voting rights in this entity.

 

The reorganization on April 22, 2025, was undertaken to eventually transfer 100% of the ownership interests in Sonic CA to Sonic Nevada, which was effectively controlled by Cheung, Mak, Wai and Li, who together held 100% of the voting rights in this entity.

 

Before and after the reorganization, Sonic Nevada and Sonic CA were ultimately and effectively controlled by the same group of controlling stockholders, who collectively held more than 50% of the voting rights in these entities. Therefore, the reorganization is considered a common control transaction according to ASC 805-50.

 

The consolidation of the Company and its subsidiaries has been accounted for at historical cost and prepared on the basis as if the aforementioned transactions had become effective as of the beginning of the first period presented in these unaudited condensed consolidated financial statements. Results of operations for the periods presented comprise those of the previously separate entities combined from the beginning of the period to the end of the period, eliminating the effects of intra-entity transactions.