SHARING ECONOMY INTERNATIONAL INC. (Form: 8-K, Received: 08/03/2026 17:13:15)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 2, 2026

Sharing Economy International Inc.

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation)

001-34591

(Commission File Number)

90-0648920

(IRS Employer Identification No.)

9205 Country Club Drive

Farmington Hills, Michigan 48221

(Address of principal executive offices)(Zip Code)

(248) 971-9325

Registrant’s telephone number, including area code

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered

Indicate by check mark whether the registrant is an emerging growth company as defined in in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

This Current Report on Form 8-K contains forward looking statements that involve risks and uncertainties, principally in the sections entitled “Description of Business,” “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” All statements other than statements of historical fact contained in this Form 8-K, including statements regarding future events, our future financial performance, business strategy and plans and objectives of management for future operations, are forward-looking statements. We have attempted to identify forward-looking statements by terminology including “anticipates,” “believes,” “can,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “should,” or “will” or the negative of these terms or other comparable terminology. Although we do not make forward looking statements unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks outlined under “Risk Factors” or elsewhere in this Form 8-K, which may cause our or our industry’s actual results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time and it is not possible for us to predict all risk factors, nor can we address the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause our actual results to differ materially from those contained in any forward-looking statements. All forward-looking statements included in this document are based on information available to us on the date hereof, and we assumes no obligation to update any such forward-looking statements.

You should not place undue reliance on any forward-looking statement, each of which applies only as of the date of this Form 8-K. Before you invest in our securities, you should be aware that the occurrence of the events described in the section entitled “Risk Factors” and elsewhere in this Form 8-K could negatively affect our business, operating results, financial condition and stock price. Except as required by law, we undertake no obligation to update or revise publicly any of the forward-looking statements after the date of this Form 8-K to conform our statements to actual results or changed expectations.

Item 1.01 Entry into a Material Definitive Agreement

On August 2, 2026, the Company entered into a Share Exchange Agreement (the “Share Exchange Agreement”), by and among the Company, Light Across, Inc., a Delaware corporation (“Light Across”), and the holders of common shares of Light Across. The holders of the common stock of Light Across consisted of 16 stockholders.

Under the terms and conditions of the Share Exchange Agreement, the Company offered, sold and issued 4,998,838,436 shares of common stock in consideration for all the issued and outstanding shares in Light Across. Immediately prior to closing of the Share Exchange Agreement, Ximing Huang, Chief Executive Officer and Chairman of the Board of Directors of the Company, was the beneficial holder of approximately 843.1 shares of common stock, or 82%, of the issued and outstanding shares of Light Across, and Johnny Chen, Chief Financial Officer and a director of the Company, was the beneficial holder of approximately 148.7 shares of common stock, or 14.4%, of the issued and outstanding shares of Light Across. The issuance of the 4,998,838,436 shares issued to the 16 Light Across stockholders under the Share Exchange Agreement represents 80% of the issued and outstanding shares of common stock of the Company.

Immediately prior to closing of the Share Exchange Agreement, Ximing Huang was the Chief Executive Officer and Charman of the Board of Directors of both Light Across, and Johnny Chen was the Chief Financial Officer of Light Across. Messrs. Huang and Chen will remain in their offices at Light Across.

Immediately prior to the closing of the transactions under the Share Exchange Agreement, Mr. Huang was the beneficial holder of no shares of common stock, or 0%, of the issued and outstanding shares of common stock of the Company. Giving effect to the closing of the transactions under the Share Exchange Agreement, Mr. Huang acquired 4,103,939,641 shares of common stock, or approximately 65.6% beneficial ownership, of the Company, by virtue of his 82% beneficial ownership of Light Across.

Immediately prior to the closing of the transactions under the Share Exchange Agreement, Mr. Chen was the beneficial holder of no shares of common stock, or 0%, of the issued and outstanding shares of common stock of the Company. Giving effect to the closing of the transactions under the Share Exchange Agreement, Mr. Chen acquired 724,224,643 shares of common stock, or approximately 11.5% beneficial ownership, of the Company, by virtue of his 14.4% beneficial ownership of Light Across.

Giving effect to the closing of the transactions under the Share Exchange Agreement, the remaining 14 common stockholders (those not including Messrs. Huang and Chen) of Light Across acquired an aggregate of approximately 170,674,152 shares of common stock under the Share Exchange Agreement, by virtue of their aggregate approximately 3.4% beneficial ownership of Light Across, making such remaining 14 common stockholders of Light Across, the beneficial holders of approximately 2.73% beneficial owners of common stock of the Company.

Light Across was incorporated on July 8, 2022, in the Delaware. The business of Light Across is now our principal business. Light Across is an electric vehicle (“EV”), engineering, design and manufacturing company. The company has not manufactured any vehicles for commercial sale but intends to initiate production in the United States.

Our executive offices are located at 9205 Country Club Drive, Farmington Hills, Michigan 48221, and our telephone number is (248) 971-9325.

Item 2.01 Completion of Acquisition or Disposition of Assets

The information disclosed in Item 1.01 of this Form 8-K is hereby incorporated by reference into this Item 2.01.

As described in Item 1.01 above, on we completed the acquisition of Light Across pursuant to the Share Exchange Agreement. The disclosures in Item 1.01 of this Form 8-K regarding the transactions contemplated by the Share Exchange Agreement are incorporated herein by reference in its entirety.

FORM 10 DISCLOSURE

The Company was a “shell company” (as such term is defined in Rule 12b-2 under the Exchange Act) immediately before the completion of the transactions contemplated by the Share Exchange Agreement. Accordingly, pursuant to the requirements of Item 2.01(f) of Form 8-K, set forth below is the information that would be required if the Company was required to file a general form for registration of securities on Form 10 under the Exchange Act with respect to its common stock, which is the only class of the Company’s securities subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act upon consummation of the transactions contemplated by the Share Exchange Agreement. The information provided below relates to the combined operations of the Company after the acquisition of Light Across, except that information relating to periods prior to the date of the reverse acquisition only relate to Light Across and its consolidated subsidiaries unless otherwise specifically indicated.

Our Corporate History and Background

We are a Nevada corporation. We were incorporated in Delaware on June 24, 1987, under the name Malex, Inc. We changed our corporate name to China Wind Systems, Inc. on December 18, 2007. On June 13, 2011, we changed our corporate name to Cleantech Solutions International, Inc. On August 7, 2012, we were converted into a Nevada corporation. On January 8, 2018, we changed our name to Sharing Economy International Inc.

Reverse Acquisition of Light Across

Light Across was incorporated on July 8, 2022, in the Delaware. The business of Light Across is now our principal business. Light Across is an electric vehicle engineering, design and manufacturing company. The company has not manufactured any vehicles for commercial sale but intends to initiate production in the United States.

As a result of the transactions consummated under the Share Exchange Agreement, Light Across is now a wholly-owned subsidiary of the Company.

Our executive offices are located at 9205 Country Club Drive, Farmington Hills, Michigan 48221, and our telephone number is (248) 971-9325.

The transactions under the Share Exchange Agreement with Light Across was treated as a reverse acquisition, with Light Across as the acquiror and the Company as the acquired party. Unless the context suggests otherwise, when we refer in this Form 8-K to business and financial information for periods prior to the consummation of the reverse acquisition, we are referring to the business and financial information of Light Across.

Summary Financial Information

The tables and information below are derived from Light Across’s unaudited financial statements as of March 31, 2026.

	March 31, 2026
Financial Summary
Cash and Cash Equivalents	$	99,372
Total Assets		924,349
Total Liabilities		6,920,131
Total Stockholders’ Equity (Deficit)	$	(626,068	)

Business and Products

Organization & Subsidiaries

Giving effect to the transactions consummated by the Share Exchange Agreement, Sharing Economy International Inc. now has subsidiaries depicted by the following chart:

Overview of Light Across

Our wholly owned subsidiary, Light Across was incorporated on July 8, 2022, in the state of Delaware.

Light Across is an electric vehicle (“EV”), engineering, design and application company. Light Across is a technology-driven mobility and logistics company developing an integrated transportation ecosystem that combines vehicle sharing, chauffeured transportation, autonomous driving, intelligent fleet management, and digital mobility services.

Our AI-enabled platform is designed to optimize vehicle utilization across multiple demand models, supporting electric vehicle adoption, connected fleet management, intelligent dispatch, and data-driven operations for consumer, commercial, and enterprise customers.

The Company is focused on advancing its technology platform, expanding through strategic partnerships and acquisitions, and delivering innovative mobility solutions that improve transportation efficiency and create long-term shareholder value.

We believe that electric vehicles have become fast-moving consumer goods, and that to be the leader in the field, our products should emphasize concise design, ease of use, high-technology, safety, spaciousness, reliability, and provide models tailored to different income levels around the world.

Products and Services:

We provide electric vehicle and related systems design and development services and is developing an AI-enabled mobility and logistics platform integrating vehicle sharing, chauffeured transportation, intelligent fleet management, connected vehicle technologies, EV charging, and digital mobility services.

We focus on technology development, strategic partnerships, and commercialization of its platform to deliver solutions that improve fleet utilization, operational efficiency, and sustainable transportation for consumers, businesses, and logistics operators.

Our principal administrative offices are located at 9205 Country Club Drive, Farmington Hills, Michigan 48221, and our telephone number is (248) 971-9325. Our website address is www.lightacross.com. Information contained on or that can be accessed through our website is neither a part of, nor incorporated by reference into, this Form 8-K, and you should not consider information on our website to be part of this Form 8-K.

Strategy

Our strategy is to connect multiple transportation and logistics services—including vehicle sharing, chauffeured transportation, commercial fleet services, intelligent fleet management, EV charging, and connected vehicle technologies—through a unified technology platform.

Rather than operating each service as a standalone business, we intends to use purposely design EV products, AI-enabled dispatch, demand matching, fleet allocation, and data analytics to dynamically deploy vehicles across different demand modes. This approach is designed to increase vehicle utilization, reduce idle time and operating costs, and improve overall fleet economics.

Government Regulation and Approvals

We are not aware of any governmental regulations or approvals for any of our products. We do not believe that we are subject to any government regulations relating to the ownership and licensing of our intellectual property.

Employees

As of the date hereof, we have 2 non-employee officers, who operate our company: Ximing Huang, our Chief Executive Officer, and Johnny Chen, our Chief Financial Officer. Messrs. Huang and Chen are also directors of the Company.

DESCRIPTION OF PROPERTIES

Our executive offices are located at 9205 Country Club Drive, Farmington Hills, Michigan 48221, and our telephone number is (248) 971-9325. We do not own any real estate or other physical properties.

RISK FACTORS

You should carefully consider the risks described below together with all of the other information included in this Form 8-K before making an investment decision with regard to our securities. The statements contained in or incorporated herein that are not historic facts are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking statements. If any of the following risks actually occurs, our business, financial condition or results of operations could be harmed. In that case, you may lose all or part of your investment.

RISKS RELATING TO OUR COMPANY

Our auditors have expressed substantial doubt about our ability to continue as a going concern.

Our audited financial statements for the years ended December 31, 2025 and 2024, were prepared assuming that we will continue our operations as a going concern. Our wholly-owned subsidiary, Light Across, was incorporated on July 8, 2022, and has net revenues of $80,150, and a net loss of $(102,247), at December 31, 2025. As a result, our independent accountants in their audit report have expressed substantial doubt about our ability to continue as a going concern. Continued operations are dependent on our ability to complete equity or debt financings or generate profitable operations. Such financings may not be available or may not be available on reasonable terms. Our financial statements do not include any adjustments that may result from the outcome of this uncertainty.

If our estimates related to future expenditures are erroneous or inaccurate, our business will fail and you could lose your entire investment.

Our success is dependent in part upon the accuracy of our management’s estimates of our future cost expenditures for legal and accounting services (including those we expect to incur as a publicly reporting company), for website and mobile application marketing and development expenses, and for administrative expenses, which management estimates to be approximately $500,000 over the next twelve months. If such estimates are erroneous or inaccurate, or if we encounter unforeseen costs, we may not be able to carry out our business plan, which could result in the failure of our business and the loss of your entire investment.

Potential disputes related to the existing agreement pursuant to which we purchased the intellectual property rights underlying our business could result in the loss of rights that are material to our business.

The acquisition of the intellectual property of Light Across, by way of the Share Exchange Agreement, by and among the Company, Light Across, and the holders of common stock of Light Across, is of critical importance to our business and involves complex legal, business, and accounting issues. Although we have clear title to and no restrictions to use our intellectual property, disputes may arise regarding the Share Exchange Agreement, including but not limited to, the breaches of representations or other interpretation-related issues. If disputes over intellectual property that we have acquired under the Share Exchange Agreement prevent or impair our ability to maintain our current intellectual property, we may be unable to successfully develop and commercialize our business.

If we are not able to develop out business as anticipated, we may not be able to generate meaningful revenues or achieve meaningful profitability and you may lose your investment.

Our wholly-owned subsidiary, Light Across, was incorporated on July 8, 2022, and our comprehensive income for the year ended December 31, 2025 and December 31, 2024, was $1,699 and $(17,700), respectively. We have few customers, and we have earned limited revenues to date. Our business prospects are difficult to predict because of our limited operating history, and unproven marketing strategy. Our primary business activities will be focused on the operation of our electric vehicle business. Although we believe that our business plan has significant profit potential, we may not attain profitable operations and our management may not succeed in realizing our business objectives. If we are not able to develop our business as anticipated, we may not be able to generate revenues or achieve profitability and you may lose your entire investment.

The acquisition of the intellectual property of Light Across, by way of the Share Exchange Agreement, by and among the Company, Light Across, and the holders of ordinary shares of Light Across, is of critical importance to our business and involves complex legal, business, and scientific issues. Although we have clear title to and no restrictions to use our intellectual property, disputes may arise regarding the Share Exchange Agreement, including but not limited to, the breaches of representations or other interpretation-related issues. If disputes over intellectual property that we have acquired under the Share Exchange Agreement prevent or impair our ability to maintain our current intellectual property, we may be unable to successfully develop and commercialize our business.

We expect to suffer losses in the immediate future that may cause us to curtail or discontinue our operations.

We expect to incur operating losses in future periods. These losses will occur because have limited revenues to offset the expenses associated with the development of brand and our business operations, generally. We cannot guarantee that we will ever be successful in generating revenues in the future. We recognize that if we are unable to generate meaningful revenues, we will not be able to earn profits or continue operations. There is no history upon which to base any assumption as to the likelihood that we will prove successful, and we can provide investors with no assurance that we will generate any operating revenues or ever achieve profitable operations. If we are unsuccessful in addressing these risks, our business will almost certainly fail.

We may not be able to execute our business plan or stay in business without additional funding.

Our ability to generate future operating revenues depends in part on whether we can obtain the financing necessary to implement our business plan. We will likely require additional financing through the issuance of debt and/or equity in order to establish profitable operations, and such financing may not be forthcoming. As widely reported, the global and domestic financial markets have been extremely volatile in recent months. If such conditions and constraints continue or if there is no investor appetite to finance our specific business, we may not be able to acquire additional financing through credit markets or equity markets. Even if additional financing is available, it may not be available on terms favorable to us. At this time, we have not identified or secured sources of additional financing. Our failure to secure additional financing when it becomes required will have an adverse effect on our ability to remain in business.

Demand for our electric vehicles may be adversely affected by changes in consumer preferences or any inability on our part to innovate, market or distribute our products effectively, and any significant reduction in demand could adversely affect our business, financial condition or results of operations.

Our portfolio of electric vehicles is comprised of a number of unique models deigned and engineered by us over time. Our investments in marketing as well as our strong commitment to product quality are intended to have a favorable impact on brand image and consumer preferences. If we do not adequately anticipate and react to changing demographics, consumer and economic trends, health concerns and product preferences, our financial results could be adversely affected.

Additionally, failure to introduce new brands, products or product extensions into the marketplace as current ones mature and to meet the changing preferences of consumers could prevent us from gaining market share and achieving long-term profitability. Product lifecycles can vary and consumer preferences and loyalties change over time. Although we try to anticipate these shifts and innovate new products to introduce to our consumers, we may not succeed. Consumer preferences also are affected by factors other than taste, such as health and nutrition considerations and obesity concerns, shifting consumer needs, changes in consumer lifestyles, increased consumer information and competitive product and pricing pressures. Sales of our products may be adversely affected by negative publicity associated with these issues. If we do not adequately anticipate or adjust to respond to these and other changes in consumer preferences, we may not be able to maintain and grow our brand image and our sales may be adversely affected.

We operate in a highly competitive industry and may face increased competition.

We operate in the electric vehicles industry and face strong competition in terms of distribution, brand recognition, taste, quality, price, availability, and product positioning. The market is highly fragmented, and the resources of our competitors may increase due to mergers, consolidations or alliances, and we will face new competitors in the future. Our main competitors include a plethora of established and new electric vehicle brands. In addition, as we seek to expand our market share and to penetrate into new markets, we may have difficulty competing. From time to time in response to competitive and customer pressures or to maintain market share, we may be forced to reduce our selling prices or increase or reallocate spending on marketing, advertising, or promotions in order to compete. These types of actions could decrease our profit margins. Such pressures may also restrict our ability to increase our selling prices in response to raw material and other cost increases. In light of the strong competition that we currently face, and which may intensify in the future, there can be no assurance that we will be able to increase the sales of our products or even maintain our past levels of sales, or that our profit margins will not be reduced. If we are unable to increase our product sales or to maintain our past levels of sales and profit margins, our business, financial condition, results of operations and prospects may be materially and adversely affected.

We compete in an industry that is brand-conscious, so brand name recognition and acceptance of our products are critical to our success.

Our business is dependent upon awareness and market acceptance of our products and brands by our target markets. In addition, our business depends on acceptance by independent distributors and retailers of our brands as electric vehicle brands that have the potential to provide incremental sales growth. If we are not successful in the growth of our brand and product offerings, we may not achieve and maintain satisfactory levels of acceptance by independent distributors and retail consumers. Any failure of our brand to maintain or increase acceptance or market penetration would likely have a material adverse effect on our revenues and financial results.

Our business is subject to a variety of U.S. and foreign laws, many of which are unsettled and still developing and which could subject us to claims or otherwise harm our business.

We are subject to a variety of laws in the United States and abroad, including laws regarding the manufacturing, distribution, and marketing of electric vehicles, and consumer protection, that are frequently evolving and developing. The scope and interpretation of the laws that are or may be applicable to us are often uncertain and may be conflicting, particularly outside the United States. It is also likely that if our business grows and evolves and our solutions are used in a greater number of countries, we will become subject to laws and regulations in additional jurisdictions. It is difficult to predict how existing laws will be applied to our business and the new laws to which we may become subject.

If we are not able to comply with these laws or regulations or if we become liable under these laws or regulations, we could be directly harmed, and we may be forced to implement new measures to reduce our exposure to this liability. This may require us to expend substantial resources or to discontinue certain products or features, which would negatively affect our business. In addition, the increased attention focused upon liability issues as a result of lawsuits and legislative proposals could harm our reputation or otherwise impact the growth of our business. Any costs incurred to prevent or mitigate this potential liability could also harm our business and operating results.

Legislative or regulatory changes that affect our products, including new taxes, could reduce demand for products or increase our costs.

Taxes imposed on the sale of certain of our products by federal, state and local governments in the United States, or other countries in which we operate could cause consumers to shift away from purchasing our electric vehicles. These taxes could materially affect our business and financial results.

Our reliance on distributors, retailers and brokers could affect our ability to efficiently and profitably distribute and market our electric vehicles, maintain our existing markets and expand our business into other geographic markets.

Our ability to maintain and expand our existing markets for our products, and to establish markets in new geographic distribution areas, is dependent on our ability to establish and maintain successful relationships with reliable distributors, retailers and brokers strategically positioned to serve those areas. Most of our distributors, retailers and brokers sell and distribute competing products, including other electric vehicle and combustion engine vehicle brands, and our products may represent a small portion of their businesses. The success of this network will depend on the performance of the distributors, retailers and brokers of this network. There is a risk that the mentioned entities may not adequately perform their functions within the network by, without limitation, failing to distribute to sufficient retailers or positioning our products in localities that may not be receptive to our product. Our ability to incentivize and motivate distributors to manage and sell our products is affected by competition from other electric vehicle companies, some of which may have greater resources than we do. To the extent that our distributors, retailers and brokers are distracted from selling our products or do not employ sufficient efforts in managing and selling our products, including re-stocking the retail shelves with our products, our sales and results of operations could be adversely affected. Furthermore, such third-parties’ financial position or market share may deteriorate, which could adversely affect our distribution, marketing and sales activities.

Our ability to maintain and expand our distribution network and attract additional distributors, retailers and brokers will depend on a number of factors, some of which are outside our control, such as (i) the level of demand for our brands and products in a particular distribution area; (ii) our ability to price our products at levels competitive with those of competing products; and (iii) our ability to deliver products in the quantity and at the time ordered by distributors, retailers and brokers.

We may not be able to successfully manage all or any of these factors in any of our current or prospective geographic areas of distribution. Our inability to achieve success with regards to any of these factors in a geographic distribution area will have a material adverse effect on our relationships in that particular geographic area, thus limiting our ability to maintain or expand our market, which will likely adversely affect our revenues and financial results.

It is difficult to predict the timing and amount of our sales because our to-be distributors may be not required to place minimum orders with us.

Our to-be independent distributors may not be required to place minimum monthly or annual orders for our products. In order to reduce their inventory costs, independent distributors are likely to order products from us on a “just in time” basis in quantities and at such times based on the demand for the products in a particular distribution area. Accordingly, we cannot predict the timing or quantity of purchases by any of our to-be independent distributors or whether any of our distributors will continue to purchase products from us in the same frequencies and volumes as they may have done in the past. Additionally, our to-be larger distributors and national partners may make orders that are larger than we have historically been required to fill. Shortages in inventory levels, supply of raw materials or other key supplies could negatively affect us.

If we fail to promote and maintain our brand in an effective and cost-efficient way, our business and results of operations may be harmed.

We believe that developing and maintaining awareness of our brand effectively is critical to attracting new and retaining existing customers. Successful promotion of our brand and our ability to attract customers depends largely on the effectiveness of our marketing efforts and the success of the channels we use to promote our services. It is likely that our future marketing efforts will require us to incur significant additional expenses. These efforts may not result in increased revenues in the immediate future or at all and, even if they do, any increases in revenues may not offset the expenses incurred. If we fail to successfully promote and maintain our brand while incurring substantial expenses, our results of operations and financial condition would be adversely affected, which may impair our ability to grow our business.

If we do not adequately manage our inventory levels, our operating results could be adversely affected.

We need to maintain adequate inventory levels to be able to deliver products to distributors on a timely basis. Our inventory supply depends on our ability to correctly estimate demand for our products. Our ability to estimate demand for our products is imprecise, particularly for new products, seasonal promotions and new markets. If we materially underestimate demand for our products or are unable to maintain sufficient inventory of raw materials, we might not be able to satisfy demand on a short-term basis. If we overestimate distributor or retailer demand for our products, we may end up with too much inventory, resulting in higher storage costs, increased trade spend and the risk of inventory spoilage. If we fail to manage our inventory to meet demand, we could damage our relationships with our distributors and retailers and could delay or lose sales opportunities, which would unfavorably impact our future sales and adversely affect our operating results. In addition, if the inventory of our products held by our distributors and retailers is too high, they will not place orders for additional products, which would also unfavorably impact our sales and adversely affect our operating results.

If we fail to maintain relationships with our independent contract manufacturers, our business could be harmed.

We do not plan to manufacture all parts and components of our electric vehicles, but instead plan to outsource parts of the manufacturing process to third-party parts and independent contract manufacturers. We will not own the plants or the majority of the equipment required to manufacture and package these parts and components. Our ability to maintain effective relationships with contract manufacturers and other third parties for the production and delivery of our electric vehicle parts and components in a particular geographic distribution area is important to the success of our operations within each distribution area. We may not be able to maintain our relationships with current contract manufacturers or establish satisfactory relationships with new or replacement contract manufacturers, whether in existing or new geographic distribution areas. The failure to establish and maintain effective relationships with contract manufacturers for a distribution area could increase our manufacturing costs and thereby materially reduce gross profits from the sale of our products in that area. Poor relations with any of our contract manufacturers could adversely affect the amount and timing of product delivered to our distributors for resale, which would in turn adversely affect our revenues and financial condition. In addition, our agreements with our contract manufacturers are terminable at any time, and any such termination could disrupt our ability to deliver products to our customers.

Disruption within our supply chain, contract manufacturing or distribution channels could have an adverse effect on our business, financial condition and results of operations.

Our ability, through our suppliers, business partners, contract manufacturers, independent distributors and retailers, to make, move and sell products is critical to our success. Damage or disruption to our suppliers or to manufacturing or distribution capabilities due to weather, natural disaster, fire or explosion, terrorism, pandemics and other health emergencies, tariffs, labor strikes or other reasons, could impair the manufacture, distribution and sale of our products. Many of these events are outside of our control. Failure to take adequate steps to protect against or mitigate the likelihood or potential impact of such events, or to effectively manage such events if they occur, could adversely affect our business, financial condition and results of operations.

The loss of the services of Ximing Huang, our Chairman of the Board and Chief Executive Officer, and majority shareholder, or our failure to timely identify and retain competent personnel could negatively impact our ability to develop our website and sell our services.

We are highly dependent on Ximing Huang, who is our Chairman of the Board and Chief Executive Officer, and beneficially owns approximately 65.6% of our issued and outstanding shares of common stock. The development of our business will continue to place a significant strain on our limited personnel, management, and other resources. Our future success depends upon the continued services of our executive officers who are developing our business, and on our ability to identify and retain competent consultants and employees with the skills required to execute our business objectives. The loss of the services of Mr. Huang or our failure to timely identify and retain competent personnel would negatively impact our ability to develop our business and license our brand, which could adversely affect our financial results and impair our growth.

We incur costs associated with SEC reporting compliance, which may significantly affect our financial condition.

The Company made the decision to become an SEC “reporting company” as part of a plan to grow and expand our business, and will be required to comply with applicable laws and regulations. We incur certain costs of compliance with applicable SEC reporting rules and regulations including, but not limited to attorneys’ fees, accounting and auditing fees, other professional fees, financial printing costs and Sarbanes-Oxley compliance costs in an amount estimated at approximately $500,000 per year. On balance, the Company determined that the incurrence of such costs and expenses was preferable to the Company being in a position where it had very limited access to additional capital funding.

We may be required to incur significant costs and require significant management resources to evaluate our internal control over financial reporting as required under Section 404 of the Sarbanes-Oxley Act, and any failure to comply or any adverse result from such evaluation may have an adverse effect on our stock price.

As a smaller reporting company as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended, we are required to evaluate our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”). Section 404 requires us to include an internal control report with our Annual Report on Form 10-K. This report must include management’s assessment of the effectiveness of our internal control over financial reporting as of the end of the fiscal year. This report must also include disclosure of any material weaknesses in internal control over financial reporting that we have identified. Failure to comply, or any adverse results from such evaluation could result in a loss of investor confidence in our financial reports and have an adverse effect on the trading price of our equity securities. Achieving continued compliance with Section 404 may require us to incur significant costs and expend significant time and management resources. No assurance can be given that we will be able to fully comply with Section 404 or that we and our independent registered public accounting firm would be able to conclude that our internal control over financial reporting is effective at fiscal year-end. As a result, investors could lose confidence in our reported financial information, which could have an adverse effect on the trading price of our securities, as well as subject us to civil or criminal investigations and penalties. In addition, our independent registered public accounting firm may not agree with our management’s assessment or conclude that our internal control over financial reporting is operating effectively.

We may not be able to meet the internal control reporting requirements imposed by the SEC resulting in a possible decline in the price of our common stock and our inability to obtain future financing.

As directed by Section 404 of the Sarbanes-Oxley Act, the SEC adopted rules requiring each public company to include a report of management on the company’s internal controls over financial reporting in its annual reports. Although the Dodd-Frank Wall Street Reform and Consumer Protection Act exempts companies with a public float of less than $75 million from the requirement that our independent registered public accounting firm attest to our financial controls, this exemption does not affect the requirement that we include a report of management on our internal control over financial reporting and does not affect the requirement to include the independent registered public accounting firm’s attestation if our public float exceeds $75 million.

While we expect to expend significant resources in developing the necessary documentation and testing procedures required by Section 404 of the Sarbanes-Oxley Act, there is a risk that we may not be able to comply timely with all of the requirements imposed by this rule. Regardless of whether we are required to receive a positive attestation from our independent registered public accounting firm with respect to our internal controls, if we are unable to do so, investors and others may lose confidence in the reliability of our financial statements and our stock price and ability to obtain equity or debt financing as needed could suffer.

In addition, in the event that our independent registered public accounting firm is unable to rely on our internal controls in connection with its audit of our financial statements, and in the further event that it is unable to devise alternative procedures in order to satisfy itself as to the material accuracy of our financial statements and related disclosures, it is possible that we would be unable to file our Annual Report on Form 10-K with the SEC, which could also adversely affect the market for and the market price of our common stock and our ability to secure additional financing as needed.

If we encounter product recalls or other product quality issues, our business may suffer.

Product quality issues, real or imagined, or allegations of product contamination, even when false or unfounded, could tarnish our image and could cause consumers to choose other products. In addition, because of changing government regulations or implementation thereof, or allegations of product defects, we may be required from time to time to recall products entirely or from specific markets. Product recalls could affect our profitability and could negatively affect brand image.

Our business is subject to many regulations and noncompliance is costly.

The production, marketing and sale of our electric vehicles, are subject to the rules and regulations of various federal, provincial, state and local health agencies. If a regulatory authority finds that a current or future product or production batch or “run” is not in compliance with any of these regulations, we may be fined, or production may be stopped, which would adversely affect our financial condition and results of operations. Similarly, any adverse publicity associated with any noncompliance may damage our reputation and our ability to successfully market our products. Furthermore, the rules and regulations are subject to change from time to time and while we closely monitor developments in this area, we cannot anticipate whether changes in these rules and regulations will impact our business adversely. Additional or revised regulatory requirements, whether labeling, environmental, tax or otherwise, could have a material adverse effect on our financial condition and results of operations.

We are subject to risks inherent in sales of products in international markets.

Our operations outside of the United States, contribute to our revenue and profitability, and we believe that developing and emerging markets could present future growth opportunities for us. However, there can be no assurance that existing or new products that we manufacture, distribute or sell will be accepted or be successful in any particular foreign market, due to local or global competition, product price, cultural differences, and consumer preferences or otherwise. There are many factors that could adversely affect demand for our products in foreign markets, including our inability to attract and maintain key distributors in these markets; volatility in the economic growth of certain of these markets; changes in economic, political or social conditions, the status and renegotiations of the United States-Mexico-Canada Agreement, imposition of new or increased labeling, product or production requirements, or other legal restrictions; restrictions on the import or export of our products or ingredients or substances used in our products; inflationary currency, devaluation or fluctuation; increased costs of doing business due to compliance with complex foreign and U.S. laws and regulations. If we are unable to effectively operate or manage the risks associated with operating in international markets, our business, financial condition or results of operations could be adversely affected.

RISKS ASSOCIATED WITH OUR SECURITIES

Our shares of common stock presently has a limited trading market, with no substantive daily trading volume, and the price may not reflect our value and there can be no assurance that there will be an active market for our shares of common stock either now or in the future.

Although our common stock is quoted on the over-the-counter markets, our shares of common stock trade only nominally and the price of our common stock, if traded, may not reflect our value. There can be no assurance that there will be an active market for our shares of common stock either now or in the future. Market liquidity will depend on the perception of our operating business and any steps that our management might take to bring us to the awareness of investors. There can be no assurance given that there will be any awareness generated. Consequently, investors may not be able to liquidate their investment or liquidate it at a price that reflects the value of the business. As a result holders of our securities may not find purchasers our securities should they to sell securities held by them. Consequently, our securities should be purchased only by investors having no need for liquidity in their investment and who can hold our securities for an indefinite period of time.

If a more active market should develop, the price of our shares of common stock may be highly volatile. Because there may be a low price for our shares of common stock, many brokerage firms may not be willing to effect transactions in our securities. Even if an investor finds a broker willing to effect a transaction in the shares of our common stock, the combination of brokerage commissions, transfer fees, taxes, if any, and any other selling costs may exceed the selling price. Further, many lending institutions will not permit the use of such shares of common stock as collateral for any loans.

Our shares of common stock are eligible for unsolicited quotes only, which materially reduces the ability of investors to resell our shares of common stock.

Our shares of common stock are not eligible for proprietary broker-dealer quotations. All quotes in our common stock reflect unsolicited customer orders. Unsolicited-Only stocks have a higher risk of wider spreads, increased volatility, and price dislocations. Investors are likely to have difficulty reselling our shares of common stock. An initial review by a broker-dealer under SEC Rule15c2-11 is required for brokers to publish competing quotes and provide continuous market making. While we generally plan to contact a broker deal in the future to ask it to conduct such a review, we have no planned date by which to do so.

Our common stock is subject to the “penny stock” rules of the SEC and the trading market in our securities is limited, which makes transactions in our stock cumbersome and may reduce the value of an investment in our stock.

Under U.S. federal securities legislation, our common stock will constitute “penny stock”. Penny stock is any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require that a broker or dealer approve a potential investor’s account for transactions in penny stocks, and the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased. In order to approve an investor’s account for transactions in penny stocks, the broker or dealer must obtain financial information and investment experience objectives of the person, and make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the Commission relating to the penny stock market, which, in highlight form sets forth the basis on which the broker or dealer made the suitability determination. Brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock. Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

We may, in the future, issue additional common shares, which would reduce investors’ percent of ownership and may dilute our share value.

Our Articles of Incorporation authorize the issuance of 7,450,000,000 shares of common stock. The future issuance of common stock and/or preferred stock will result in substantial dilution in the percentage of our common stock held by our then existing shareholders. We may value any common stock issued in the future on an arbitrary basis. The issuance of common stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our investors, and might have an adverse effect on any trading market for our common stock.

Ximing Huang, our Chairman of the Board and Chief Executive Officer, beneficially owns a majority of our stock, and accordingly, collectively has control over stockholder matters, our business and management.

Ximing Huang, our Chairman of the Board of Directors, Chief Executive Officer, beneficially owns 4,103,939,641 shares of common stock, or 65.6% of our issued and outstanding shares of common stock. As a result, Mr. Huang has a substantial voting power in all matters submitted to our stockholders for approval including:

	·	Election of our board of directors;
	·	Removal of any of our directors;
	·	Amendment of our Articles of Incorporation or bylaws;
	·	Adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination involving us.

As a result of his ownership and position, Mr. Huang is able to substantially influence all matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions. In addition, the future prospect of sales of significant amounts of shares held by him could affect the market price of our common stock if the marketplace does not orderly adjust to the increase in shares in the market and the value of your investment in our company may decrease. Mr. Huang’s stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which in turn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price.

In addition, sales of significant amounts of shares held by our officers and directors, or the prospect of these sales, could adversely affect the market price of our common stock. Mr. Huang’s stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which in turn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price.

State securities laws may limit secondary trading, which may restrict the states in which and conditions under which you can sell the shares offered by this prospectus.

Secondary trading in common stock sold in this offering will not be possible in any state until the common stock is qualified for sale under the applicable securities laws of the state or there is confirmation that an exemption, such as listing in certain recognized securities manuals, is available for secondary trading in the state. If we fail to register or qualify, or to obtain or verify an exemption for the secondary trading of, the common stock in any particular state, the common stock could not be offered or sold to, or purchased by, a resident of that state. In the event that a significant number of states refuse to permit secondary trading in our common stock, the liquidity for the common stock could be significantly impacted thus causing you to realize a loss on your investment.

The Company does not intend to seek registration or qualification of its shares of common stock the subject of this offering in any State or territory of the United States. Aside from a “secondary trading” exemption, other exemptions under state law and the laws of US territories may be available to purchasers of the shares of common stock sold in this offering,

Anti-takeover effects of certain provisions of Nevada state law hinder a potential takeover of us.

Though not now, we may be or in the future we may become subject to Nevada’s control share law. A corporation is subject to Nevada’s control share law if it has more than 200 stockholders, at least 100 of whom are stockholders of record and residents of Nevada, and it does business in Nevada or through an affiliated corporation. The law focuses on the acquisition of a “controlling interest” which means the ownership of outstanding voting shares sufficient, but for the control share law, to enable the acquiring person to exercise the following proportions of the voting power of the corporation in the election of directors:

(i) one-fifth or more but less than one-third, (ii) one-third or more but less than a majority, or (iii) a majority or more. The ability to exercise such voting power may be direct or indirect, as well as individual or in association with others.

The effect of the control share law is that the acquiring person, and those acting in association with it, obtains only such voting rights in the control shares as are conferred by a resolution of the stockholders of the corporation, approved at a special or annual meeting of stockholders. The control share law contemplates that voting rights will be considered only once by the other stockholders. Thus, there is no authority to strip voting rights from the control shares of an acquiring person once those rights have been approved. If the stockholders do not grant voting rights to the control shares acquired by an acquiring person, those shares do not become permanent non-voting shares. The acquiring person is free to sell its shares to others. If the buyers of those shares themselves do not acquire a controlling interest, their shares do not become governed by the control share laws.

If control shares are accorded full voting rights and the acquiring person has acquired control shares with a majority or more of the voting power, any stockholder of record, other than an acquiring person, who has not voted in favor of approval of voting rights is entitled to demand fair value for such stockholder’s shares.

Nevada’s control share law may have the effect of discouraging takeovers of the corporation.

In addition to the control share law, Nevada has a business combination law which prohibits certain business combinations between Nevada corporations and “interested stockholders” for three years after the “interested stockholder” first becomes an “interested stockholder,” unless the corporation’s board of directors approves the combination in advance. For purposes of Nevada law, an “interested stockholder” is any person who is (i) the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the outstanding voting shares of the corporation, or (ii) an affiliate or associate of the corporation and at any time within the three previous years was the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the then outstanding shares of the corporation. The definition of the term “business combination” is sufficiently broad to cover virtually any kind of transaction that would allow a potential acquiror to use the corporation’s assets to finance the acquisition or otherwise to benefit its own interests rather than the interests of the corporation and its other stockholders.

The effect of Nevada’s business combination law is to potentially discourage parties interested in taking control of us from doing so if it cannot obtain the approval of our board of directors.

Because we do not intend to pay any cash dividends on our common stock, our stockholders will not be able to receive a return on their shares unless they sell them.

We intend to retain any future earnings to finance the development and expansion of our business. We do not anticipate paying any cash dividends on our common stock in the foreseeable future. Unless we pay dividends, our stockholders will not be able to receive a return on their shares unless they sell them. Stockholders may never be able to sell shares when desired. Before you invest in our securities, you should be aware that there are various risks. You should consider carefully these risk factors, together with all of the other information included in this annual report before you decide to purchase our securities. If any of the following risks and uncertainties develop into actual events, our business, financial condition or results of operations could be materially adversely affected.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of the results of operations and financial condition for the period from July 8, 2022 (inception) through December 31, 2025, should be read in conjunction with our financial statements, and the notes to those financial statements that are included elsewhere in this Form 8-K. References in this section to “we,” “us,” “our” or “Light Across” are to the consolidated business of Light Across.

Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under the Risk Factors, Cautionary Notice Regarding Forward-Looking Statements and Business sections in this Form 8-K. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements.

Recent Developments

Reverse Acquisition of Light Across

Immediately prior to the closing of the transactions under the Share Exchange Agreement, Mr. Chen was the beneficial holder of no shares of common stock, or 0%, of the issued and outstanding shares of common stock of the Company. Giving effect to the closing of the transactions under the Share Exchange Agreement, Mr. Huang acquired 724,224,643 shares of common stock, or approximately 11.5% beneficial ownership, of the Company, by virtue of his 14.4% beneficial ownership of Light Across.

As a result of the share exchange, Light Across is now a wholly-owned subsidiary of the Company.

As a result of the controlling financial interest of the former stockholders of Light Across for financial statement reporting purposes, the merger between the Company and Light Across was treated as a reverse acquisition, with Light Across deemed the accounting acquirer and the Company deemed the accounting acquiree under the acquisition method of accounting in accordance with the Section 805-10-55 of the FASB Accounting Standards Codification. The reverse acquisition is deemed a capital transaction in substance whereas the assets and liabilities of Light Across (the accounting acquirer) are carried forward to the Company (the legal acquirer and the reporting entity) at their carrying value before the combination and the equity structure (the number and type of equity interests issued) of Light Across is being retroactively restated using the exchange ratio established in the Share Exchange Agreement to reflect the number of shares of the Company issued to effect the acquisition. The number of common shares issued and outstanding and the amount recognized as issued equity interests in the consolidated financial statements is determined by adding the number of common shares deemed issued and the issued equity interests of Light Across, Inc. immediately prior to the business combination to the fair value of the Company determined in accordance with the guidance in ASC Section 805-40-55 applicable to business combinations, i.e. the equity structure (the number and type of equity interests issued) in the consolidated financial statements immediately post combination reflects the equity structure of Light Across, including the equity interests the legal acquirer issued to effect the combination.

Light Across was incorporated on July 8, 2022, in the Delaware. We have generated only nominal revenues. The commercialization of our electric vehicle business is in its incipient stages and must be developed before we can commercialize the our brand and generate any revenues.

12-MONTH PLAN OF OPERATION

We have not yet generated or realized any revenues from our business. In the next 12 months, we plan to increase our revenues by entering into agreements with manufacturers and distributors to make our products and then sell those products. We also plan to create a method to maintain adequate inventory levels to be able to deliver products to distributors on a timely basis. We believe that our inventory supply will depend on our ability to correctly estimate demand for our products, which necessitates making marketing studies in various geographical areas. We intend to conduct those marketing studies in the next 12 months.

Results of Operations

The Fiscal Years Ended December 31, 2025 and 2024

Three Months Ended March 31, 2026, as compared to Three Months Ended March 31, 2025:

We revenues of $627,818 and $0, respectively, during the three ended March 31, 2026 and 2025. For the three months ended March 31, 2026 and 2025, general and administrative expenses were $268,377 and $7,260 respectively.

We recorded net losses of $174,794 and $9,819, respectively, during the three months ended March 31, 2026 and 2025.

Limited Business History; Need for Additional Capital

There is no historical financial information about the Company upon which to base an evaluation of our performance. We have not generated any revenues from our business. We cannot guarantee we will be successful in our business plans. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the exploration and/or development, and possible cost overruns due to price and cost increases in services. We have no intention of entering into a merger or acquisition within the next twelve months and we have a specific business plan and timetable to complete our 12-month plan of operation based on the success of the primary offering.

We anticipate that additional funding, if required, will be in the form of equity financing from the sale of our common stock. However, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of shares to fund additional expenditures. We do not currently have any arrangements in place for any future equity financing. Our limited operating history and our lack of significant tangible capital assets makes it unlikely that we will be able to obtain significant debt financing in the near future. If such financing is not available on satisfactory terms, we may be unable to continue or expand our business. Equity financing could result in additional dilution to existing shareholders.

Liquidity and Capital Resources

At March 31, 2026, we had a cash balance of approximately $99,372. Such cash amount was not sufficient to commence our 12-month plan of operation. We will need to raise funds to commence our 12-month plan of operation and fund our ongoing operational expenses. Additional funding will likely come from equity financing from the sale of our common stock. If we are successful in completing equity financing, existing shareholders will experience dilution of their interest in our Company. We do not have any financing arranged and we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund our 12-month plan of operation and ongoing operational expenses. In the absence of such financing, our business will likely fail. There are no assurances that we will be able to achieve further sales of our common stock or any other form of additional financing. If we are unable to achieve the financing necessary to continue our plan of operations, then we will not be able to continue our 12-month plan of operation and our business will fail.

Summary of Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Principles of Consolidation

The condensed consolidated financial statements include the financial statements of the Company, its subsidiaries and the VIE for which the Company is primary beneficiary. All significant inter-company transactions and balances between the Company, its subsidiaries and the VIE have been eliminated upon consolidation.

Estimates and Assumptions

The financial statements are prepared in conformity with US GAAP, which require the use of estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses in the periods presented. Management has made significant estimates in a variety of areas, including but not limited to allowance for doubtful accounts, inventories valuation, useful lives and residual values of long-lived assets and impairment for long-lived assets. Management believes that the accounting estimates employed are appropriate and the resulting balances are reasonable; however, due to the inherent uncertainties in making estimates, actual results could differ from the original estimates, requiring adjustments to these balances in future periods.

Foreign currency translation

The reporting currency is the United States Dollars (“USD”) and the functional currency is the Renminbi (“RMB”). An entity’s functional currency is the currency of the primary economic environment in which it operates, normally that is the currency of the environment in which it primarily generates and expends cash. Management’s judgment is essential to determine the functional currency by assessing various indicators, such as cash flows, sales price and market, expenses, financing and intercompany transactions and arrangements.

Cash and cash equivalents

Cash and cash equivalents consist of cash on hand and in banks.

Fair Value

Fair value is the price we would receive to sell an asset or pay to transfer a liability (exit price) in an orderly transaction between market participants. For assets and liabilities recorded or disclosed at fair value on a recurring basis, we determine fair value based on the following:

Level 1: The carrying value of cash and cash equivalents approximates fair value because of the short-term nature of these instruments. For equity and U.S. government treasury securities and commodity futures contracts, we use quoted prices in active markets for identical assets to determine fair value.

Level 2: When quoted prices in active markets for identical assets are not available, we determine the fair value of our available-for-sale securities and our over-the-counter forward contracts, collars and swaps based upon factors such as the quoted market price of similar assets or a discounted cash flow model using readily observable market data, which may include interest rate curves and forward and spot prices for currencies and commodities, depending on the nature of the investment. The fair value of our long-term debt is estimated based on the quoted market prices for the same or similar issues or on the current rates offered to us for debt of the same remaining maturities.

Level 3: We determine the fair value of our auction rate securities using an internally-developed valuation model, using inputs that include interest rate curves, credit and liquidity spreads and effective maturity. Assets and liabilities recognized or disclosed at fair value on a nonrecurring basis may include items such as property, plant and equipment, goodwill and other intangible assets, equity and other investments and other assets. We determine the fair value of these items using Level 3 inputs, as described in the related sections below.

Allowance of Accounts Receivable

The management regularly review the creditworthiness of our customers, and generally does not require collateral or other security from the customers.

The carrying value of accounts receivable is reduced by an allowance that reflects our best estimate of the amounts that will not be collected. We make estimations of the collectability of accounts receivable. Many factors are considered in estimating the allowance, including but not limited to reviewing delinquent accounts receivable, performing aging analyses and customer credit analyses, and analyzing historical bad debt records and current economic trends. Additional allowance for specific doubtful accounts might be made if our customers are unable to make payments due to their deteriorating financial conditions. The management has no significant credit risk associated with accounts receivable.

Inventories

Inventories are stated at the lower of cost (primarily moving average cost) or net realizable value. We record inventory reserves for obsolete and slow-moving inventory and for estimated shrinkage between physical inventory counts. Inventory reserves are based on inventory obsolescence trends, historical experience and application of the specific identification method. No inventory write-down was made in the years ended March 31, 2019 and 2018.

Property, plant and equipment, net

Property, plant and equipment are recorded at cost less accumulated depreciation. Major improvements that extend the useful life of property are capitalized. Expenditures for repairs and maintenance are charged to expense as incurred.

The depreciation method is summarized in the following table:

Category	Depreciation method	Salvage value rate	Estimated useful lives
Renovation cost	Straight-line	10%	10 years
Office equipment	Straight-line	20%-33%	3-5 years
Store equipment	Straight-line	20%-33%	3-5 years

The management reassesses the reasonableness of the estimates of useful lives and residual values of long-lived assets when events or changes in circumstances indicate that the useful lives and residual values of a major asset or a major category of assets may not be reasonable. Factors that we considers in deciding when to perform an analysis of useful lives and residual values of long-lived assets include, but are not limited to, significant variance of a business or product line in relation to expectations, significant deviation from industry or economic trends, and significant changes or planned changes in the use of the assets. The analysis will be performed at the asset or asset category with the reference to the assets’ conditions, current technologies, market, and future plan of usage and the useful lives of major competitors.

Impairment of long-lived assets other than goodwill

We evaluates its long-lived assets, including property, plant and equipment with finite lives, for impairment whenever events or changes in circumstances, such as a significant adverse change to.

Revenue Recognition

Revenues from fresh brewed drink and other products are recognized when the payment is tendered at the point of sale as the performance obligation has been satisfied. The payment made with different option through third party payment services provider, and the transaction is made through a customized point-of-sale system installed in each of the store. Revenue are report net of value added tax and discounts.

Other revenues primarily include training services, sales of equipment, and other materials to the platform store. Sales of these products and providing services are generally recognized upon shipment to customers or services rendered, depending on contract terms.

Cost of revenues

Cost of products consists of the purchase price of raw materials, electricity and other utilities, consumables, direct labor, overhead costs, depreciation of property, plant and equipment.

Income taxes

We use the asset and liability method in accounting for income taxes. Deferred tax assets and liabilities are recorded for temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, using the statutory tax rates in effect for the year in which the differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date under the law. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets unless it is more likely than not that such asset will be realized.

We recognize a tax benefit associated with an uncertain tax position when, in management’s judgment, it is more likely than not that the position will be sustained upon examination by a taxing authority. The Company has elected to classify interest and penalties related to an uncertain tax position, if any and when required, as general and administrative expenses.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of August 2, 2026, certain information regarding the ownership of the Company’s capital stock by each director and executive officer of the Company, each person who is known to the Company to be a beneficial owner of more than 5% of any class of the Company’s voting stock, and by all officers and directors of the Company as a group. Unless otherwise indicated below, to the Company’s knowledge, all persons listed below have sole voting and investing power with respect to their shares of capital stock, except to the extent authority is shared by spouses under applicable community property laws.

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission (“SEC”) and generally includes voting or investment power with respect to securities. Shares of common stock subject to options, warrants or convertible securities exercisable or convertible within 60 days of August 2, 2026 are deemed outstanding for computing the percentage of the person or entity holding such options, warrants or convertible securities but are not deemed outstanding for computing the percentage of any other person, and is based on 6,248,548,045 shares of common stock issued and outstanding on a fully diluted basis, as of August 2, 2026.

Title of Class	Name and Address of Beneficial Owner (5)	Amount and Nature of Beneficial Ownership		Percent of Common Stock (6)

Common Stock	Ximing Huang (1)		4,103,939,641		65.6	%
Common Stock	Johnny Chen (2)		724,224,643		11.5	%
Common Stock	Hao Zeng (3)		0			*
Common Stock	Kevin Yikang Zhang (4)		0			*
All directors and executive officers as a group (4 persons)			4,828,164,284		77.2	%

*	Less than 1%
(1)	Appointed Chairman of the Board of Directors, Chief Executive Officer and President on May 12, 2026.
(2)	Appointed Chief Financial Officer and Director on May 12, 2026.
(3)	Appointed Director on May 12, 2026.
(4)	Appointed Director on May 12, 2026.
(5)	Unless otherwise noted, the address of each person listed is c/o Sharing Economy International Inc., 9205 Country Club Drive Farmington Hills, Michigan 48221.
(6)	As of August 2, 2026, we had 6,248,548,045 shares of common stock issued and outstanding.

DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth the names, ages, and positions of our executive officers and directors as of the date of this Form 8-K.

Name	Age	Positions

Ximing Huang	62	Chairman of the Board of Directors, Chief Executive Officer and President
Johnny Chen	61	Chief Financial Officer and Director
Xao Zeng	62	Director
Kevin Yikang Zhang	67	Director

Ximing Huang

Chairman of the Board of Directors, Chief Executive Officer and President

Ximing Huang, age 62, has served as Chairman of the Board of Directors, Chief Executive Officer and President of the Company since May 12, 2026. Since July 2022, Mr. Huang has served as Chief Executive Officer of Light Across, Inc., an electric vehicle brand and start-up company, co-founded by Mr. Huang. From December 2016 to July 2022, Mr. Huang served as Chief Executive Officer of Nanjing Bordrin New Energy Vehicle Co. Ltd., an electric vehicle brand company he founded. From 2008 to 2022, Mr. Huang served as President of Shanghai Cotech Automotive Engineering Corp. Ltd, an automotive engineering company he founded. Mr. Huang also worked at Ford and General Motors from 1995 to 2007. In 1994, Mr. Huang obtained his PhD in Aerospace Engineering from Virginia Polytechnic Institute and State University. In 1988, Mr. Huang obtained his Master of Science from Dalian Institute of Science and Technology. In 1985, Mr. Huang obtained Bachelor of Engineering from Huazhong Institute of Science and Technology.

Johnny Chen

Chief Financial Officer and Director

Johnny Chen, age 61, has served as Chief Financial Officer and a Director of the Company. Since July 2022, Mr. Chen has served as Chief Financial Officer of Light Across, Inc. From June 2018 to May 2021, Mr. Chen served as Chief Financial Officer of Allride Inc., a fleet management software company he co-founded. Mr. Chen obtained his Master of Science from Indiana State University in May 1990, and his Bachelor of Science from East China Normal University in July 1985.

Hao Zeng

Director

Effective May 12, 2026, Hao Zeng, age 62, was appointed a Director of the Company. Since October 2025, Mr. Zeng has served as Chief Technical Officer of ZO Motors, an electric vehicle company. From October 2020 to September 2025, Mr. Zeng served as Chief Technical Officer of Morning Star EV, an electric vehicle company which merged into Kaixin Auto Holdings in August 2023. In 1994, Mr. Zeng obtained his PhD in Mechanical Engineering from The Johns Hopkins University. In 1987, Mr. Zeng obtained his M.S./B.S. in Mechanical Engineering from the University of Science and Technology of China.

Kevin Yikang Zhang

Director

Kevin Yikang Zhang, age 67, was appointed a Director of the Company. Since 2024, Mr. Zhang has served as General Manager of Vehtech LLC, a self-employed LLC providing consulting services. From March 2020 to September 2023, Mr. Zhang served as Chief Technical Officer/Senior Vice President of Karma Automotive, an electric vehicle design and manufacturing company. From April 1993 to February 2020, Mr. Zhang worked for Ford Motor Company as a Chief Engineer, Technology Management Director, and Engineering Manager. In 1990, Mr. Zhang obtained his PhD in Mechanical Engineering and Engineering Mechanics from Michigan Technological University and received a CTO program certificate in 2023 from Wharton School, University of Pennsylvania.

Employment Agreements

We have no employment agreement with any person.

Indemnification Agreements

The Company has no indemnification agreements with any officer or director of the Company.

Family Relationships

No family relationships exist between Ximing Huang and any person who is an affiliate of the Company.

Involvement in Certain Legal Proceedings

To the best of our knowledge, none of our directors or executive officers have been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors, or has been a party to any judicial or administrative proceeding during the past ten years that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws, except for matters that were dismissed without sanction or settlement.

Code of Ethics

On August 2, 2026, we adopted a code of ethics.

EXECUTIVE COMPENSATION

The following table sets forth information regarding each element of compensation that we paid or awarded to our named executive officers for the fiscal years ended December 31, 2025 and 2024:

Summary Compensation Table

Name and Principal Position	Year	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation ($)		All Other Compensation ($)		Total ($)
Ximing	2025		0		0		0		0		0		0		0		0
Huang (1)	2024		0		0		0		0		0		0		0		0

Johnny	2025		0		0		0		0		0		0		0		0
Chen (2)	2024		0		0		0		0		0		0		0		0

Hao	2025		0		0		0		0		0		0		0		0
Zheng (3)	2024		0		0		0		0		0		0		0		0

Kevin Yikang	2025		0		0		0		0		0		0		0		0
Zhang (4)	2024		0		0		0		0		0		0		0		0

Lam Ka	2025		0		0		0		0		0		0		0		0
Man (5)	2024		0		0		0		0		0		0		0		0

Wu	2025		0		0		0		0		0		0		0		0
Shanna (6)	2024		0		0		0		0		0		0		0		0

____________

(1)	Appointed Chairman of the Board of Directors, Chief Executive Officer and President on May 12, 2026.
(2)	Appointed Chief Financial Officer and Director on May 12, 2026.
(3)	Appointed Director on May 12, 2026.
(4)	Appointed Director on May 12, 2026.
(5)	Appointed Chief Financial Officer and Treasurer on December 3, 2019, and resigned as Chief Financial Officer and Treasurer on May 12, 2026.
(6)	Appointed Chief Executive Officer and Director on March 1, 2023, and resigned as Chief Executive Officer and Director on May 12, 2026.

There has been no compensation awarded to, earned by, or paid to the executive officers by any person for services rendered in all capacities to us for the fiscal period ended December 31, 2025, and through the date of filing of this Form 8-K.

Option Grants

The following table sets forth stock option grants and compensation for the fiscal year ended December 31, 2025:

	Option Awards							Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
Ximing Huang (1)	-0-	-0-	-0-	$	-0-		N/A	-0-	-0-	-0-	-0-

Johnny Chen (2)	-0-	-0-	-0-	$	-0-		N/A	-0-	-0-	-0-	-0-

Hao Zheng (3)	-0-	-0-	-0-	$	-0-		N/A	-0-	-0-	-0-	-0-

Kevin Yikang Zhang (4)	-0-	-0-	-0-	$	-0-		N/A	-0-	-0-	-0-	-0-

Lam Ka Man (5)	-0-	-0-	-0-	$	-0-		N/A	-0-	-0-	-0-	-0-

Wu Shanna (6)	-0-	-0-	-0-	$	-0-		N/A	-0-	-0-	-0-	-0-

___________

(1)	Appointed Chairman of the Board of Directors, Chief Executive Officer and President on May 12, 2026.
(2)	Appointed Chief Financial Officer and Director on May 12, 2026.
(3)	Appointed Director on May 12, 2026.
(4)	Appointed Director on May 12, 2026.
(5)	Appointed Chief Financial Officer and Treasurer on December 3, 2019, and resigned as Chief Financial Officer and Treasurer on May 12, 2026.
(6)	Appointed Chief Executive Officer and Director on March 1, 2023, and resigned as Chief Executive Officer and Director on May 12, 2026.

Option Exercises and Fiscal Year-End Option Value Table.

There were no stock options exercised by the named executive officers as of the end of the fiscal period ended December 31, 2025, and through the date of filing of this Form 8-K.

Long-Term Incentive Plans and Awards

There were no awards made to a named executive officer, under any long-term incentive plan, as of the end of the fiscal period ended December 31, 2025, and through the date of filing of this Form 8-K.

Other Compensation

There are no annuity, pension or retirement benefits proposed to be paid to officers, directors, or employees of our company in the event of retirement at normal retirement date as there was no existing plan as of the end of the fiscal year ended December 31, 2025, and through the date of filing of this Form 8-K, provided for or contributed to by our company.

DIRECTOR COMPENSATION

The following table sets forth director compensation as of December 31, 2025, and as the date of filing of this Form 8-K:

Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation($)		Nonqualified Deferred Compensation Earnings ($)		All Other Compensation($)		Total ($)

Ximing Huang (1)		-0-		-0-		-0-		-0-		-0-		-0-		-0-
Johnny Chen (2)		-0-		-0-		-0-		-0-		-0-		-0-		-0-
Hao Zheng (3)		-0-		-0-		-0-		-0-		-0-		-0-		-0-
Kevin Yikang Zhang (4)		-0-		-0-		-0-		-0-		-0-		-0-		-0-
Wu Shanna (5)		-0-		-0-		-0-		-0-		-0-		-0-		-0-
Shao Yuan Guo (6)		-0-		-0-		-0-		-0-		-0-		-0-		-0-
Cheng Wai Yin (7)		-0-		-0-		-0-		-0-		-0-		-0-		-0-
Bautista Michael Bibat (8)		-0-		-0-		-0-		-0-		-0-		-0-		-0-

__________

(1)	Appointed Chairman of the Board of Directors, Chief Executive Officer and President on May 12, 2026.
(2)	Appointed Chief Financial Officer and Director on May 12, 2026.
(3)	Appointed Director on May 12, 2026.
(4)	Appointed Director on May 12, 2026.
(5)	Appointed Chief Executive Officer and Director on March 1, 2023, and resigned as Chief Executive Officer and Director on May 12, 2026.
(6)	Appointed Director on December 3, 2019, and resigned as Director on May 12, 2026.
(7)	Appointed Director on August 31, 2020, and resigned as Director on May 12, 2026.
(8)	Appointed Director on May 14, 2021, and resigned as Director on May 12, 2026.

Directors of our company who are also employees do not receive cash compensation for their services as directors or members of the committees of the Board of Directors. All directors may be reimbursed for their reasonable expenses incurred in connection with attending meetings of the Board of Directors or management committees.

Securities Authorized for Issuance under Equity Compensation Plans

The Company has no equity compensation plans.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Immediately prior to the closing of the transactions under the Share Exchange Agreement, Mr. Chen was the beneficial holder of no shares of common stock, or 0%, of the issued and outstanding shares of common stock of the Company. Giving effect to the closing of the transactions under the Share Exchange Agreement, Mr. Huang acquired 724,224,643 shares of common stock, or approximately 11.5% beneficial ownership, of the Company, by virtue of his 14.4% beneficial ownership of Light Across.

As of December 31, 2025 and 2024, amounts due from companies related to Chan Tin Chi Family Company Limited were $18,046,119 and $18,053,200, respectively. These amounts are unsecured, interest-free and have no fixed terms of repayment.

As of December 31, 2025 and 2024, amounts due to Chan Tin Chi Family Company Limited were $1,388,421 and $1,528,734, respectively. These amounts are unsecured, interest-free and have no fixed terms of repayment.

On December 10, 2025, pursuant to a Note Purchase Agreement, whereby the Company issued a note to Light Across, Inc. (“Light Across Note”) in the principal amount of $400,000. The Light Across Note is convertible into shares of the common stock of the Company at a price equal to 70% of the average closing prices for the Company’s common stock during the ten (10) trading day period ending on the latest complete trading day prior to the conversion date. The Light Across Note bears interest at 6% per annum and is due on June 30, 2026.

DIRECTOR INDEPENDENCE

Our board of directors is currently composed of four members, two of whom qualify as an independent director in accordance with the published listing requirements of the NASDAQ Global Market. The NASDAQ independence definition includes a series of objective tests, such as that a director is not, and has not been for at least three years, one of our employees and that neither the director, nor any of his family members has engaged in various types of business dealings with us. In addition, our board of directors has not made a subjective determination as to each director that no relationships exist which, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, though such subjective determination is required by the NASDAQ rules. Had our board of directors made these determinations, our board of directors would have reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management.

LEGAL PROCEEDINGS

We are currently respondent in administrative deregistration proceedings, Admin. Proc. File No. 3-22248, before the Securities and Exchange Commission (the “SEC”), pursuant to which the Division of Enforcement of the SEC seeks to revoke the registration of us as a “reporting issuer” under the Securities Exchange Act of 1934, as amended. On June 17, 2026, the SEC issued a Supplemental Briefing Order (the “Supplemental Briefing Order”, stating, “Since briefing on the Division’s motion concluded, it appears that Respondent [Sharing Economy International Inc.] has filed a number of delinquent periodic reports. Given these filings, the Commission would benefit from further briefing on whether revocation is necessary and appropriate for the protection of investors.” The Divion of Enforcement has filed its brief, and we have filed our response, and the Division of Enforcement has until August 4, 2026, to file its reply to our response.

MARKET PRICE OF AND DIVIDENDS ON OUR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

Since December 5, 2018, our shares of common stock have been quoted on the over-the-counter markets, currently on the OTCID tier of the OTC Markets Group, Inc. (the “OTC Markets Group”), under the stock symbol “SEII.” As of August 2, 2026, the Company had 6,248,548,045 shares of common stock issued and outstanding. On July 31, 2026, the closing bid price of our common stock was $0.0007 per share.

Holders

As of August 2, 2026, there were approximately 1,243 holders of record of our common stock, and 1 holder of record of our Series A Preferred Stock. This number does not include shares held by brokerage clearing houses, depositories or others in unregistered form.

Dividends

We have never declared or paid a cash dividend. Any future decisions regarding dividends will be made by our Board of Directors. We currently intend to retain and use any future earnings for the development and expansion of our business and do not anticipate paying any cash dividends in the foreseeable future. Our Board of Directors has complete discretion on whether to pay dividends. Even if our Board of Directors decides to pay dividends, the form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that the Board of Directors may deem relevant.

Securities Authorized for Issuance under Equity Compensation Plans

We do not have in effect any compensation plans under which our equity securities are authorized for issuance.

Penny Stock Regulations

The Commission has adopted regulations which generally define “penny stock” to be an equity security that has a market price of less than $5.00 per share. Our common stock, when and if a trading market develops, may fall within the definition of penny stock and be subject to rules that impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors (generally those with assets in excess of $1,000,000, or annual incomes exceeding $200,000 individually, or $300,000, together with their spouse).

For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of such securities and have received the purchaser’s prior written consent to the transaction. Additionally, for any transaction, other than exempt transactions, involving a penny stock, the rules require the delivery, prior to the transaction, of a risk disclosure document mandated by the Commission relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market. Finally, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. Consequently, the “penny stock” rules may restrict the ability of broker-dealers to sell our common stock and may affect the ability of investors to sell their common stock in the secondary market.

RECENT SALES OF UNREGISTERED SECURITIES

Reference is made to the disclosure set forth under Item 3.02 of this report, which disclosure is incorporated by reference into this section.

DESCRIPTION OF OUR SECURITIES

Introduction

In the discussion that follows, we have summarized selected provisions of our articles of incorporation relating to our capital stock. This summary is not complete. This discussion is subject to the relevant provisions of Nevada law and is qualified in its entirety by reference to our articles of incorporation and our bylaws. You should read our articles of incorporation and our bylaws as currently in effect for provisions that may be important to you.

Authorized Capital Stock

Our authorized share capital consists of 7,450,000,000 shares of common stock, par value $0.001 per share, and 50,000,000 shares of preferred stock, $0.001 per share, 3,189,600 of which have been designated as Series A Preferred Stock. As of August 2, 2026, there were 6,248,548,045 shares of our common stock issued and outstanding.

Common Stock

Each share of our common stock entitles its holder to one vote in the election of each director and on all other matters voted on generally by our stockholders, other than any matter that (1) solely relates to the terms of any outstanding series of preferred stock or the number of shares of that series and (2) does not affect the number of authorized shares of preferred stock or the powers, privileges and rights pertaining to the common stock. No share of our common stock affords any cumulative voting rights. This means that the holders of a majority of the voting power of the shares voting for the election of directors can elect all directors to be elected if they choose to do so.

Holders of our common stock will be entitled to dividends in such amounts and at such times as our Board of Directors in its discretion may declare out of funds legally available for the payment of dividends. We currently intend to retain our entire available discretionary cash flow to finance the growth, development and expansion of our business and do not anticipate paying any cash dividends on the common stock in the foreseeable future. Any future dividends will be paid at the discretion of our Board of Directors after taking into account various factors, including:

	·	general business conditions;
	·	industry practice;
	·	our financial condition and performance;
	·	our future prospects;
	·	our cash needs and capital investment plans;
	·	income tax consequences; and
	·	the restrictions Nevada and other applicable laws and our credit arrangements then impose.

If we liquidate or dissolve our business, the holders of our common stock will share ratably in all our assets that are available for distribution to our stockholders after our creditors are paid in full.

Our common stock has no preemptive rights and is not convertible or redeemable or entitled to the benefits of any sinking or repurchase fund.

Series A Preferred Stock

Each share of our Series A Preferred Stock is convertible into one (1) share of the Company’s common stock, at the option of the holder, six month after the shares are fully paid. Holders of Series A Preferred Stock, however, do not have any voting rights, the right to receive any dividend or liquidation preference, and may not convert that number of shares of Series A Preferred stock such that the holder thereof would be the beneficial holder of more than 9.99% of the outstanding shares of common stock of the Company immediately after giving effect to the conversion of the Series A Preferred Stock into shares of common stock of the Company.

Transfer Agent and Registrar

Our transfer agent is Empire Stock Transfer, whose address is 1859 Whitney Mesa Dr., Henderson, Nevada 89014, and whose telephone number is (702) 818-5898.

INDEMNIFICATION OF OFFICERS AND DIRECTORS

Subsection 7 of Section 78.138 of the Nevada Revised Statutes (the “Nevada Law”) provides that, subject to certain very limited statutory exceptions, a director or officer is not individually liable to the corporation or its stockholders or creditors for any damages as a result of any act or failure to act in his or her capacity as a director or officer, unless it is proven that the act or failure to act constituted a breach of his or her fiduciary duties as a director or officer and such breach of those duties involved intentional misconduct, fraud or a knowing violation of law. The statutory standard of liability established by Section 78.138 controls even if there is a provision in the corporation’s articles of incorporation unless a provision in the Company’s Articles of Incorporation provides for greater individual liability.

Subsection 1 of Section 78.7502 of the Nevada Law empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (any such person, a “Covered Person”), against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the Covered Person in connection with such action, suit or proceeding if the Covered Person is not liable pursuant to Section 78.138 of the Nevada Law or the Covered Person acted in good faith and in a manner the Covered Person reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceedings, had no reasonable cause to believe the Covered Person’s conduct was unlawful.

Subsection 2 of Section 78.7502 of the Nevada Law empowers a corporation to indemnify any Covered Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person acted in the capacity of a Covered Person against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by the Covered Person in connection with the defense or settlement of such action or suit, if the Covered Person is not liable pursuant to Section 78.138 of the Nevada Law or the Covered Person acted in good faith and in a manner the Covered Person reasonably believed to be in or not opposed to the best interests of the Corporation. However, no indemnification may be made in respect of any claim, issue or matter as to which the Covered Person shall have been adjudged by a court of competent jurisdiction (after exhaustion of all appeals) to be liable to the corporation or for amounts paid in settlement to the corporation unless and only to the extent that the court in which such action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances the Covered Person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

Section 78.7502 of the Nevada Law further provides that to the extent a Covered Person has been successful on the merits or otherwise in the defense of any action, suit or proceeding referred to in Subsection 1 or 2, as described above, or in the defense of any claim, issue or matter therein, the corporation shall indemnify the Covered Person against expenses (including attorneys’ fees) actually and reasonably incurred by the Covered Person in connection with the defense.

Subsection 1 of Section 78.751 of the Nevada Law provides that any discretionary indemnification pursuant to Section 78.7502 of the Nevada Law, unless ordered by a court or advanced pursuant to Subsection 2 of Section 78.751, may be made by a corporation only as authorized in the specific case upon a determination that indemnification of the Covered Person is proper in the circumstances. Such determination must be made (a) by the stockholders, (b) by the board of directors of the corporation by majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding, (c) if a majority vote of a quorum of such non-party directors so orders, by independent legal counsel in a written opinion, or (d) by independent legal counsel in a written opinion if a quorum of such non-party directors cannot be obtained.

Subsection 2 of Section 78.751 of the Nevada Law provides that a corporation’s articles of incorporation or bylaws or an agreement made by the corporation may require the corporation to pay as incurred and in advance of the final disposition of a criminal or civil action, suit or proceeding, the expenses of officers and directors in defending such action, suit or proceeding upon receipt by the corporation of an undertaking by or on behalf of the officer or director to repay the amount if it is ultimately determined by a court of competent jurisdiction that he or she is not entitled to be indemnified by the corporation. Subsection 2 of Section 78.751 further provides that its provisions do not affect any rights to advancement of expenses to which corporate personnel other than officers and directors may be entitled under contract or otherwise by law.

Subsection 3 of Section 78.751 of the Nevada Law provides that indemnification pursuant to Section 78.7502 of the Nevada Law and advancement of expenses authorized in or ordered by a court pursuant to Section 78.751 does not exclude any other rights to which the Covered Person may be entitled under the articles of incorporation or any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, for either an action in his or her official capacity or in another capacity while holding his or her office. However, indemnification, unless ordered by a court pursuant to Section 78.7502 or for the advancement of expenses under Subsection 2 of Section 78.751 of the Nevada Law, may not be made to or on behalf of any director or officer of the corporation if a final adjudication establishes that his or her acts or omissions involved intentional misconduct, fraud or a knowing violation of the law and were material to the cause of action. Additionally, the scope of such indemnification and advancement of expenses shall continue for a Covered Person who has ceased to be a director, officer, employee or agent of the corporation, and shall inure to the benefit of his or her heirs, executors and administrators.

Section 78.752 of the Nevada Law empowers a corporation to purchase and maintain insurance or make other financial arrangements on behalf of a Covered Person for any liability asserted against such person and liabilities and expenses incurred by such person in his or her capacity as a Covered Person or arising out of such person’s status as a Covered Person whether or not the corporation has the authority to indemnify such person against such liability and expenses.

The Bylaws of the Company provide for indemnification of Covered Persons substantially identical in scope to that permitted under the Nevada Law. Such Bylaws provide that the expenses of directors and officers of the Company incurred in defending any action, suit or proceeding, whether civil, criminal, administrative or investigative, must be paid by the Company as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of such director or officer to repay all amounts so advanced if it is ultimately determined by a court of competent jurisdiction that the director or officer is not entitled to be indemnified by the Company.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

We have had no other changes to our independent registered public accountants within the past two fiscal years.

Item 3.02 Unregistered Sales of Equity Securities.

The Company offered and sold the aggregate 4,998,838,436 shares of common stock in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act, and Rule 506 thereunder, to Ximing Huang, our Chairman of the Board and Chief Executive Officer, and Johnny Chen, our Chief Financial Officer and a director, and on the exclusion from registration afforded by Rule 903(b)(3) of Regulation S, promulgated under the Securities Act, to Light Across’s 14 other shareholders in an offering offshore of the US, to non-US persons, no directed selling efforts were made in the US, and offering restrictions were implemented.

Item 5.01 Changes in Control of Registrant.

As previously reported in Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 13, 2026 (the “May 13, 2026 Form 8-K”), effective May 12, 2026, the Company’s then directors, Wu Shanna, Shao Yuan Guo, Cheng Wai Yin and Bautista Michael Bibat resigned as directors of the Company, and Wu Shanna resigned as Chief Executive Officer, and Lam Ka Man resigned as Chief Financial Officer, of the Company. As also disclosed in the May 13, 2026 Form 8-K, concurrently with such resignations, Ximing Huang was appointed Chairman of the Board of Directors, Chief Executive Officer and President; Johnny Chen was appointed a Director, Chief Financial Officer, Secretary, and Treasurer; Hao Zeng was appointed a Director, and Keving Yikang Zhang was appointed a director.

Item 5.06 Change in Shell Company Status.

Reference is made to the disclosure set forth under Items 1.01 and 2.01 of this Form 8-K, which disclosure is incorporated herein by reference. On August 2, 2026, the Company entered into a Share Exchange Agreement, by and among the Company, Light Across, Inc., a Delaware corporation (“Light Across”), and the holders of common shares of Light Across. The holders of the common stock of Light Across consisted of 16 stockholders. The business of Light Across is now our principal business. Light Across is an electric vehicle, engineering, design and manufacturing company. As a result of the consummation of the transactions contemplated by the Share Exchange Agreement, Light Across became our wholly-owned operating subsidiary and we are no longer a shell company as that term is defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended.

Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of Business Acquired.

Filed herewith as Exhibit 99.1 to Current Report on Form 8-K and incorporated herein by reference are Consolidated Financial Statements of Light Across Company Limited, a Delaware corporation, for the years ended December 31, 2025 and 2024.

Filed herewith as Exhibit 99.2 to Current Report on Form 8-K and incorporated herein by reference are Unaudited Condensed Consolidated Financial Statements of Light Across Company Limited, a Delaware corporation, for the quarterly period ended March 31, 2026.

(b) Pro Forma Financial Information.

Filed herewith as Exhibit 99.3 to this Current Report on Form 8-K and incorporated herein by reference is Unaudited Pro Forma Condensed Combined Financial Information dated December 31, 2025, of Sharing Economy International Inc. and its wholly owned subsidiary, Light Across Company Limited, a Delaware corporation.

(c) Shell Company Transactions.

Reference is made to Items 9.01(a) and 9.01(b) and the exhibits referred to therein which are incorporated herein by reference.

(d) Exhibits:

Exhibit		Description

2.1		Share Exchange Agreement, dated August 2, 2026, by and among Sharing Economy International Inc., Light Across, Inc., a Delaware corporation (“Light Across”), and the holders of common stock of Light Across.
14.1		Code of Ethics
99.1		Audited Consolidated Financial Statements of Light Across, Inc., a Delaware corporation, for the years ended December 31, 2025 and 2024.
99.2		Unaudited Consolidated Financial Statements of Light Across, Inc., a Delaware corporation, for the quarterly period ended March 31, 2026.
99.3		Unaudited Pro Forma Condensed Combined Financial Information dated March 31, 2026, of Sharing Economy International Inc. and its Wholly-Owned Subsidiary, Light Across Company Limited, a Delaware corporation.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SHARING ECONOMY INTERNATIONAL INC.

Date: August 3, 2026	By:	/s/ Ximing Huang
	Name:	Ximing Huang
	Title:	Chief Executive Officer (principal executive officer)


Date: August 3, 2026	By:	/s/ Johnny Chen
	Name:	Johnny Chen
	Title:	Chief Financial Officer (principal financial officer and principal accounting officer)

EXHIBIT 2.1

SHARE EXCHANGE AGREEMENT

THIS SHARE EXCHANGE AGREEMENT (the “Agreement”) dated as of August 02, 2026, is entered into by and among Sharing Economy International Inc., a Nevada corporation (“Purchaser”), Light Across Inc., a Delaware corporation (the “Company”), and the shareholders of the Company listed on Schedule 1 to this Agreement (each, a “Shareholder” and, collectively, the “Shareholders”).

RECITALS

A. The Shareholders own the number of shares of capital stock of the Company (the “Shares”) set forth opposite each Shareholder’s name on Schedule 1, which Shares collectively constitute all of the issued and outstanding shares of capital stock in the Company.

B. Purchaser desires to purchase from the Shareholders, and the Shareholders desire to sell to Purchaser, the Shares in exchange for shares of Purchaser Common Stock, all on the terms and subject to the conditions set forth in this Agreement (the “Exchange”).

D. As a result of the Exchange, Purchaser will become the sole shareholder of the Company, and the Company will be a wholly-owned subsidiary of Purchaser.

E. Certain capitalized terms used in this Agreement are defined on Exhibit A hereto.

AGREEMENT

In consideration of the agreements, provisions and covenants set forth below, Purchaser, the Company and the Shareholders, hereby agree as follows:

ARTICLE I.

EXCHANGE OF SHARES

1.1 Agreement to Sell.

Upon the terms and subject to all of the conditions contained herein, each of the Shareholders hereby agrees to sell, assign, transfer and deliver to Purchaser, and Purchaser hereby agrees to purchase and accept from each of the Shareholders, on the Closing Date, the Shares.

1.2 Purchase Price.

(a) Shares Delivered at Closing. As partial consideration for the sale, assignment, transfer and delivery of the Shares by the Shareholders to Purchaser, and upon the terms and subject to all of the conditions contained herein, Purchaser shall issue an aggregate of 4,998,838,436 shares of Purchaser Common Stock (the “Acquisition Shares”) to the Shareholders on a pro rata basis based upon their respective beneficial ownership interest in the Company, in accordance with Schedule I and as certified by the President of the Company, at the Closing. Notwithstanding the foregoing, if immediately following the Closing, the aggregate percentage ownership of outstanding shares of Common Stock of the owned by the Shareholders is less than 80% (which amount represents the target percentage ownership of Purchaser by the Company Shareholders immediately following the Closing), then Purchaser will issue to the Company Shareholders that additional number of shares of Common Stock of Purchaser to increase the percentage aggregate ownership of the Target Company Shareholders to 80%.

1.3 Mechanics of Exchange.

(a) At the Closing, each Shareholder shall be entitled to surrender the certificate or certificates that immediately prior to the Closing represented the Company Shares of Common Stock (the “Certificates”) to the exchange agent designated by Purchaser in exchange for the Acquisition Shares.

(b) Promptly after the Closing, Purchaser or its designated exchange agent shall make available to each Shareholder a letter of transmittal and instructions for use in effecting the surrender of Certificates in exchange for the Acquisition Shares. Upon surrender of a Certificate to such exchange agent together with the letter of transmittal, duly executed, the Shareholder shall be entitled to receive in exchange therefore such number of Acquisition Shares as such Shareholder has the right to receive in respect of the Certificate so surrendered pursuant to the provisions of this Article I.

1.4 No Fractional Shares.

No fraction of a share of Purchaser Common Stock shall be issued in the Exchange. In lieu of fractional shares, the Shareholders upon surrender of their Certificates as set forth in Section 1.3 shall be issued that number of shares of common stock resulting by rounding up to the nearest whole number of shares of Acquisition Shares that each such Shareholder shall receive as a result of the Exchange.

1.5 Closing.

The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at 9:00 a.m., Pacific Standard Time, at the principal administrative offices of Purchaser, or at a location mutually agreement upon by Purchaser and the Company, on or before August 14, 2026 (the “Closing Date”); provided, however, that if all of the other conditions set forth in articles VI and VII hereof are not satisfied or waived, unless this agreement has been terminated under Section 9 hereof, or at such date, the Closing Date shall be the business day following the day on which all such conditions have been satisfied or waived, or at such other date, time and place as Purchaser, the Company and the Shareholders shall agree.

ARTICLE II.

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except as set forth in the Disclosure Schedule, consisting of information about the Company provided by the Company to Purchaser in connection with this Agreement (the “the Company Disclosure Schedule”), each of the Company and the Shareholders represents and warrants jointly and severally to Purchaser as follows:

2.1 Organization and Qualification.

The Company is duly incorporated, validly and in good standing existing under the laws of Nevada, has all requisite authority and power (corporate and other), governmental licenses, authorizations, consents and approvals to carry on its business as presently conducted and as contemplated to be conducted, to own, hold and operate its properties and assets as now owned, held and operated by it, to enter into this Agreement, to carry out the provisions hereof except where the failure to be in good standing or to have such governmental licenses, authorizations, consents and approvals will not, in the aggregate, either (i) have a Material Adverse Effect on the business, assets or financial condition of the Company, or (ii) impair the ability of the Company to perform its material obligations under this Agreement. The Company is duly qualified, licensed or domesticated as a foreign corporation in good standing in each jurisdiction wherein the nature of its activities or its properties owned or leased requires such qualification, licensing or domestication, except where the failure to be so qualified, licensed or domesticated will not have a Material Adverse Effect. Set forth as part of the Company Disclosure Schedule is a list of those jurisdictions in which each of the Company presently conducts its business, owns, holds and operates its properties and assets.

2.2 Subsidiaries.

The Company does not own directly or indirectly, any equity or other ownership interest in any corporation, partnership, joint venture or other entity or enterprise. The Company does not have any direct or indirect interests of stock ownership or otherwise in any corporation, partnership, joint venture, firm, association or business enterprise, and is not party to any agreement to acquire such an interest.

2.3 Articles of Incorporation and Bylaws.

The copies of the charter document and corporate governance document of the Company (collectively, the “Organizational Documents”) that have been delivered to Purchaser prior to the execution of this Agreement are true and complete and have not been amended or repealed. The Company is not in violation or breach of any of the provisions of the Organizational Documents, except for such violations or breaches which, in the aggregate, will not have a Material Adverse Effect on the Company.

2.4 Authorization and Validity of this Agreement.

This Agreement and each of the Transaction Agreements constitute the legal, valid and binding obligation of each person or entity who is a party thereto (other than Purchaser), enforceable against each such person or entity in accordance with its terms, except as such enforcement is limited by general equitable principles, or by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors rights generally. Each shareholder of the Company has all requisite legal capacity to execute and deliver this Agreement and the Transaction Agreements to which he or she is a party, and to perform its, his or her obligations hereunder and thereunder. The execution and delivery by each of the Company and each of the Shareholders of this Agreement and the Transaction Agreements (to the extent either is a party thereto), and the consummation of the transactions contemplated herein and therein (the “Transactions”) have been authorized by all necessary corporate or other action on the part of the Company and each of the Shareholders. This Agreement and the Transaction Agreements have been duly executed and delivered by the parties thereto (other than Purchaser).

2.5 No Violation.

Neither the execution nor delivery of this Agreement or the Transaction Agreements, nor the consummation or performance of any of the Transactions by the Company or the Shareholders will directly or indirectly:

(i) violate or conflict with any provision of the Organizational Documents of the Company; (B) result in (with or without notice or lapse of time) a violation or breach of, or conflict with or constitute a default or result in the termination or in a right of termination or cancellation of, or accelerate the performance required by, or require notice under, any agreement, promissory note, lease, instrument or arrangement to which the Company or any of its assets are bound or result in the creation of any Liens upon the Company or any of its assets; (C) violate any order, writ, judgment, injunction, ruling, award or decree of any Governmental Body; (“Governmental Body”); (D) violate any statute, law or regulation of any jurisdiction as such statute, law or regulation that relates to the Shareholders or the Company or any of the assets of the Company; or (E) result in cancellation, modification, revocation or suspension of any permits, licenses, registrations, consents, approvals, authorizations or certificates issued or granted by any Governmental Body which are held by or granted to the Shareholders or the Company or which are necessary for the conduct of the Company’s business; or

(ii) to the knowledge of the Company or any of the Shareholders, cause the Company to become subject to, or to become liable for the payment of, any Tax (as hereinafter defined) or cause any of the assets owned by the Company to be reassessed or revalued by any taxing authority or other Governmental Body.

None of the Company or the Shareholders is or will be required to give any notice to or obtain any approval, consent, ratification, waiver or other authorization (a “Consent”) from any person or entity (including, without limitation, any Governmental Body) in connection with (i) the execution and delivery of this Agreement or any of the Transaction Agreements, or (ii) the consummation or performance of any of the Transactions.

2.6 Capitalization and Related Matters.

(a) Capitalization. The Company has issued and outstanding one thousand twenty-six and 946090/100th (1,026.94609) shares of common stock. Except as set forth in the preceding sentence, no other class of capital stock or other security of the Company is authorized, issued, reserved for issuance or outstanding. The Shareholders, as of the Closing Date, are the lawful, record and beneficial owners of the number of Company Shares of Common Stock set forth opposite each Seller’s name on Schedule 1 attached hereto. The Shareholders have, as of the date hereof and as of the Closing Date, valid and marketable title to their respective Shares, free and clear of all Liens (including, without limitation, any claims of spouses under applicable community property laws) and are the lawful, record and beneficial owners of all of the Shares. Except as is issued to and held by the Shareholders or the Company, no other class of capital stock or other security of the Company, as applicable, is authorized, issued, reserved for issuance or outstanding. At the Closing, Purchaser will be vested with good and marketable title to the Shares, free and clear of all Liens (including, without limitation, any claims of spouses under applicable community property laws). No legend or other reference to any purported Lien appears upon any certificate representing the Shares. Each of the Shares has been duly authorized and validly issued and is fully paid and nonassessable. None of the outstanding capital or other securities of the Company was issued, redeemed or repurchased in violation of the Securities Act of 1933, as amended (the “Securities Act”), or any other securities or “blue sky” laws.

(b) No Redemption Requirements. There are no authorized or outstanding options, warrants, equity securities, calls, rights, commitments or agreements of any character by which the Company or any of the Shareholders is obligated to issue, deliver or sell, or cause to be issued, delivered or sold, any shares of capital stock or other securities of the Company. There are no outstanding contractual obligations (contingent or otherwise) of the Company to retire, repurchase, redeem or otherwise acquire any outstanding shares of capital stock of, or other ownership interests in, the Company or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any other entity.

2.7 Compliance with Laws and Other Instruments.

Except as would not have a Material Adverse Effect, the business and operations of the Company has been and are being conducted in accordance with all applicable foreign, federal, provincial and local laws, rules and regulations and all applicable orders, injunctions, decrees, writs, judgments, determinations and awards of all courts and governmental agencies and instrumentalities. There are no permits, bonuses, registrations, consents, approvals, authorizations, certificates, or any waiver of the foregoing, which are required to be issued or granted by a Governmental Body for the conduct of the Business as presently conducted or the ownership of the assets of the Company. Except as would not have a Material Adverse Effect, the Company is not, and has not received notice alleging that it is, in violation of, or (with or without notice or lapse of time or both) in default under, or in breach of, any term or provision of the Organizational Documents or of any indenture, loan or credit agreement, note, deed of trust, mortgage, security agreement or other material agreement, lease, license or other instrument, commitment, obligation or arrangement to which the Company is a party or by which any of the Company’s properties, assets or rights are bound or affected. To the knowledge of the Company, no other party to any material contract, agreement, lease, license, commitment, instrument or other obligation to which the Company is a party is (with or without notice or lapse of time or both) in default thereunder or in breach of any term thereof. The Company is not subject to any obligation or restriction of any kind or character, nor is there, to the knowledge of the Company, any event or circumstance relating to the Company that materially and adversely affects in any way its business, properties, assets or prospects or that prohibits the Company from entering into this Agreement and the Transaction Agreements or would prevent or make burdensome its performance of or compliance with all or any part of this Agreement, the Transaction Agreements or the consummation of the Transactions contemplated hereby or thereby.

2.8 Certain Proceedings.

There are no outstanding or pending preceding that has been commenced against or involving the Company or any of its assets and, to the knowledge of the Company and the Shareholders, no matters of the foregoing nature are contemplated or threatened. None of the Company or the Shareholders have been charged with, and is not threatened with, or under any investigation with respect to, any allegation concerning any violation of any provision of any federal, provincial, local or foreign law, regulation, ordinance, order or administrative ruling, and is not in default with respect to any order, writ, injunction or decree of any Governmental Body.

2.9 No Brokers or Finders.

None of the Company, the Shareholders, or any officer, director, independent contractor, consultant, agent or employee of the Company has agreed to pay, or has taken any action that will result in any person or entity becoming obligated to pay or entitled to receive, any investment banking, brokerage, finder’s or similar fee or commission in connection with this Agreement or the Transactions. The Company and the Shareholders shall jointly and severally indemnify and hold Purchaser harmless against any liability or expense arising out of, or in connection with, any such claim.

2.10 Title to and Condition of Properties.

The Company has good, valid and marketable title to all of its properties and assets (whether real, personal or mixed, and whether tangible or intangible) reflected as owned in its books and records, free and clear of all Liens. The Company owns or holds under valid leases or other rights to use all real property, plants, machinery, equipment and all assets necessary for the conduct of its business as presently conducted, except where the failure to own or hold such property, plants, machinery, equipment and assets would not have a Material Adverse Effect on the Company. No Person other than the Company owns or has any right to the use or possession of the assets used in the Company’s business. The material buildings, plants, machinery and equipment necessary for the conduct of the business of the Company as presently conducted are structurally sound, are in good operating condition and repair and are adequate for the uses to which they are being put or would be put in the Ordinary Course of Business, in each case, taken as a whole, and none of such buildings, plants, machinery or equipment is in need of maintenance or repairs, except for ordinary, routine maintenance and repairs that are not material in nature or cost.

2.11 Absence of Undisclosed Liabilities.

The Company has no debt, obligation or liability (whether accrued, absolute, contingent, liquidated or otherwise, whether asserted or unasserted, whether due or to become due, whether or not known to the Company) arising out of any transaction entered into prior to the Closing Date or any act or omission prior to the Closing Date which individually or taken together would constitute a Material Adverse Effect on the Company and have no debt, obligation or liability to each other or any of the Shareholders or their affiliates, except to the extent specifically set forth on or reserved against on the Balance Sheet of the Company.

The financial statements are consistent with the books and records of the Company and fairly present in all material respects the financial condition, assets and liabilities of the Company, as applicable, taken as a whole, as of the dates and periods indicated, and were prepared in accordance with GAAP (except as otherwise indicated therein or in the notes thereto).

2.12 Changes.

The Company has not, since its formation:

(a) Ordinary Course of Business. Conducted its business or entered into any transaction other than in the Ordinary Course of Business, except for this Agreement.

(b) Adverse Changes. Suffered or experienced any change in, or affecting, its condition (financial or otherwise), properties, assets, liabilities, business, operations, results of operations or prospects which would have a Material Adverse Effect;

(c) Loans. Made any loans or advances to any Person other than travel advances and reimbursement of expenses made to employees, officers and directors in the Ordinary Course of Business;

(d) Compensation and Bonuses. Made any payments of any bonuses or compensation other than regular salary payments, or increase in the salaries, or payment on any of its debts in the Ordinary Course of Business, to any of its shareholders, directors, officers, employees, independent contractors or consultants or entry into by it of any employment, severance, or similar contract with any director, officer, or employee, independent contractor or consultant; Adopted, or increased in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any of its employees;

(e) Liens. Created or permitted to exist any Lien on any of its properties or assets other than Permitted Liens;

(f) Capital Stock. Issued, sold, disposed of or encumbered, or authorized the issuance, sale, disposition or encumbrance of, or granted or issued any option to acquire any shares of its capital stock or any other of its securities or any Equity Security, or altered the term of any of its outstanding securities or made any change in its outstanding shares of capital stock or its capitalization, whether by reason of reclassification, recapitalization, stock split, combination, exchange or readjustment of shares, stock dividend or otherwise; changed its authorized or issued capital stock; granted any stock option or right to purchase shares of its capital stock; issued any security convertible into any of its capital stock; granted any registration rights with respect to shares of its capital stock; purchased, redeemed, retired, or otherwise acquired any shares of its capital stock; declared or paid any dividend or other distribution or payment in respect of shares of capital stock of any other entity;

(g) Dividends. Declared, set aside, made or paid any dividend or other distribution to any of its shareholders;

(h) Material Contracts. Terminated or modified any of its Material Contract except for termination upon expiration in accordance with the terms of such agreements, a description of which is included in the Company’s Disclosure Schedule;

(i) Claims. Released, waived or cancelled any claims or rights relating to or affecting the Company in excess of $1,000 in the aggregate or instituted or settled any Proceeding involving in excess of $10,000 in the aggregate;

(j) Discharged Liabilities. Paid, discharged, cancelled, waived or satisfied any claim, obligation or liability in excess of $1,000 in the aggregate, except for liabilities incurred prior to the date of this Agreement in the Ordinary Course of Business;

(k) Indebtedness. Created, incurred, assumed or otherwise become liable for any Indebtedness or commit to any endeavor involving a commitment in excess of $1,000 in the aggregate, other than contractual obligations incurred in the Ordinary Course of Business;

(l) Guarantees. Guaranteed or endorsed in a material amount any obligation or net worth of any Person;

(m) Acquisitions. Acquired the capital stock or other securities or any ownership interest in, or substantially all of the assets of, any other Person;

(n) Accounting. Changed its method of accounting or the accounting principles or practices utilized in the preparation of its financial statements, other than as required by GAAP;

(o) Agreements. Entered into any agreement, or otherwise obligated itself, to do any of the foregoing.

2.13 Material Contracts.

The Company has delivered to Purchaser, prior to the date of this Agreement, true, correct and complete copies of each of its Material Contracts.

(a) No Defaults. The Material Contracts of the Company are valid and binding agreements of the Company, as applicable, and are in full force and effect and are enforceable in accordance with their terms. Except as would not have a Material Adverse Effect, the Company is not in breach or default of any of its Material Contracts to which it is a party and, to the knowledge of the Company, no other party to any of its Material Contracts is in breach or default thereof. Except as would not have a Material Adverse Effect, no event has occurred or circumstance has existed that (with or without notice or lapse of time) would (a) contravene, conflict with or result in a violation or breach of, or become a default or event of default under, any provision of any of its Material Contracts or (b) permit the Company or any other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify any of its Material Contracts. The Company has not received any notice and has no knowledge of any pending or threatened cancellation, revocation or termination of any of its Material Contracts to which it is a party, and there are no renegotiations of, or attempts to renegotiate.

2.14 Tax Returns and Audits.

(a) Tax Returns. (a) All material Tax Returns required to be filed by or on behalf of the Company have been timely filed and all such Tax Returns were (at the time they were filed) and are true, correct and complete in all material respects; (b) all Taxes of the Company required to have been paid (whether or not reflected on any Tax Return) have been fully and timely paid, except those Taxes which are presently being contested in good faith or for which an adequate reserve for the payment of such Taxes has been established on the Company’s balance sheet; (c) no waivers of statutes of limitation have been given or requested with respect to the Company in connection with any Tax Returns covering the Company or with respect to any Taxes payable by it; (d) no Governmental Body in a jurisdiction where the Company does not file Tax Returns has made a claim, assertion or threat to the Company that the Company is or may be subject to taxation by such jurisdiction; (e) the Company has duly and timely collected or withheld, paid over and reported to the appropriate Governmental Body all amounts required to be so collected or withheld for all periods under all applicable laws; (f) there are no Liens with respect to Taxes on the property or assets of the Company other than Permitted Liens; (g) there are no Tax rulings, requests for rulings, or closing agreements relating to the Company for any period (or portion of a period) that would affect any period after the date hereof; and (h) any adjustment of Taxes of the Company made by a Governmental Body in any examination that the Company is required to report to the appropriate provincial, local or foreign taxing authorities has been reported, and any additional Taxes due with respect thereto have been paid. No state of fact exists or has existed which would constitute ground for the assessment of any tax liability by any Governmental Body. All Tax Returns filed by the Company are true, correct and complete.

(b) No Adjustments, Changes. Neither the Company nor any other Person on behalf of the Company (a) has executed or entered into a closing agreement pursuant to Section 7121 of the Code or any predecessor provision thereof or any similar provision of provincial, local or foreign law; or (b) has agreed to or is required to make any adjustments pursuant to Section 481(a) of the Code or any similar provision of provincial, local or foreign law.

(c) No Disputes. There is no pending audit, examination, investigation, dispute, proceeding or claim with respect to any Taxes of or Tax Return filed or required to be filed by the Company, nor is any such claim or dispute pending or contemplated. The Company has made available to Purchaser true, correct and complete copies of all Tax Returns, examination reports and statements of deficiencies assessed or asserted against or agreed to by the Company since its formation and any and all correspondence with respect to the foregoing. The Company does not have any outstanding closing agreement, ruling request, request for consent to change a method of accounting, subpoena or request for information to or from a Governmental Body in connection with any Tax matter.

(d) No Tax Allocation, Sharing. The Company is not a party to any Tax allocation or sharing agreement. The Company (a) has not been a member of a Tax Group filing a consolidated income Tax Return under Section 1501 of the Code (or any similar provision of provincial, local or foreign law), and (b) does not have any liability for Taxes for any Person under Treasury Regulations Section 1.1502-6 (or any similar provision of provincial, local or foreign law) as a transferee or successor, by contract or otherwise.

2.15 Material Assets.

The financial statements of the Company reflect the material properties and assets (real and personal) owned or leased by them.

2.16 Insurance Coverage.

The Company has no insurance or general liability policies maintained by the Company on its properties and assets.

2.17 Litigation; Orders.

There is no Proceeding (whether federal, provincial, local or foreign) pending or, to the knowledge of the Company, threatened or appealable against or affecting the Company or any of its properties, assets, business or employees. To the knowledge of the Company, there is no fact that might result in or form the basis for any such Proceeding. The Company is not subject to any Orders and has not received any written opinion or memorandum or legal advice from their legal counsel to the effect that the Company is exposed, from a legal standpoint, to any liability which would be material to its business. The Company is not engaged in any legal action to recover monies due it or for damages sustained by any of them.

2.18 Licenses.

Except as would not have a Material Adverse Effect, the Company possesses from the appropriate Governmental Body all licenses, permits, authorizations, approvals, franchises and rights that are necessary for it to engage in its business as currently conducted and to permit it to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets (collectively, “Permits”). Except as would not have a Material Adverse Effect, the Company has not received any written notice from any Governmental Body or other Person that there is lacking any license, permit, authorization, approval, franchise or right necessary for the Company to engage in its business as currently conducted and to permit the Company to own and use its properties and assets in the manner in which it currently owns and uses such properties and assets. Except as would not have a Material Adverse Effect, the Permits are valid and in full force and effect. Except as would not have a Material Adverse Effect, no event has occurred or circumstance exists that may (with or without notice or lapse of time): (a) constitute or result, directly or indirectly, in a violation of or a failure to comply with any Permit; or (b) result, directly or indirectly, in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any Permit. The Company has not received any written notice from any Governmental Body or any other Person regarding: (a) any actual, alleged, possible or potential contravention of any Permit; or (b) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to, any Permit. All applications required to have been filed for the renewal of such Permits have been duly filed on a timely basis with the appropriate Persons, and all other filings required to have been made with respect to such Permits have been duly made on a timely basis with the appropriate Persons. All Permits are renewable by their terms or in the Ordinary Course of Business without the need to comply with any special qualification procedures or to pay any amounts other than routine fees or similar charges, all of which have, to the extent due, been duly paid.

2.19 Interested party Transactions.

No officer, director or shareholder of the Company or any Affiliate, Related Person or “associate” (as such term is defined in Rule 405 of the Commission under the Securities Act) of any such Person, either directly or indirectly, (1) has an interest in any Person which (a) furnishes or sells services or products which are furnished or sold or are proposed to be furnished or sold by the Company, or (b) purchases from or sells or furnishes to, or proposes to purchase from, sell to or furnish the Company any goods or services; (2) has a beneficial interest in any contract or agreement to which the Company is a party or by which it may be bound or affected; or (3) is a party to any material agreements, contracts or commitments in effect as of the date hereof with the Company. “Related Person” means: (i) with respect to a particular individual, the individual’s immediate family which shall include the individual’s spouse, parents, children, siblings, mothers and fathers-in-law, sons and daughters-in-law, and brothers and sisters-in-law; and (ii) with respect to a specified individual or entity, any entity or individual that, directly or indirectly, controls, is controlled by, or is under common control with such specified entity or individual.

2.20 Governmental Inquiries.

The Company has made available to Purchaser a copy of each material written inspection report, questionnaire, inquiry, demand or request for information received by the Company from (and the response of the Company thereto), and each material written statement, report or other document filed by the Company with, any Governmental Body since its formation.

2.21 Bank Accounts and Safe Deposit Boxes.

The Company Disclosure Schedule discloses the title and number of each bank or other deposit or financial account, and each lock box and safety deposit box used by the Company, the financial institution at which that account or box is maintained and the names of the persons authorized to draw against the account or otherwise have access to the account or box, as the case may be.

2.22 Intellectual Property.

Any Intellectual Property the Company uses in its business as presently conducted is owned by the Company or properly licensed.

2.23 Stock Option Plans; Employee Benefits.

(a) The Company does not have any employee benefit plans or arrangements covering their present and former employees or providing benefits to such persons in respect of services provided to the Company. The Company has no commitment, whether formal or informal and whether legally binding or not, to create any additional plan, arrangement or practice similar to the Approved Plans.

2.24 Employee Matters.

(a) No former or current employee of the Company is a party to, or is otherwise bound by, any agreement or arrangement (including, without limitation, any confidentiality, non-competition or proprietary rights agreement) that in any way adversely affected, affects, or will affect (i) the performance of his, her or its duties to the Company, or (ii) the ability of the Company to conduct its business.

(b) The Company has no employees, directors, officers, consultants, independent contractors, representatives or agents whose contract of employment or engagement cannot be terminated by three months’ notice.

(c) The Company is not required or obligated to pay, and since its formation, have not paid any moneys to or for the benefit of, any director, officer, employee, consultant, independent contractor, representative or agent of the Company.

(d) The Company is in compliance with all applicable laws respecting employment and employment practices, terms and conditions or employment and wages and hours, and is not engaged in any unfair labor practice. There is no labor strike, dispute, shutdown or stoppage actually pending or, to the knowledge of the Company or the Shareholders, threatened against or affecting the Company.

2.25 Environmental and Safety Matters.

Except as would not have a Material Adverse Effect:

(a) the Company has at all times been and is in compliance with all Environmental Laws and Orders applicable to the Company, as applicable.

(b) There are no Proceedings pending or, to the knowledge of the Company, threatened against the Company alleging the violation of any Environmental Law or Environmental Permit applicable to the Company or alleging that the Company is a potentially responsible party for any environmental site contamination. None of the Company or the Shareholders are aware of, or has ever received notice of, any past, present or future events, conditions, circumstances, activities, practices, incidents, actions or plans which may interfere with or prevent continued compliance, or which may give rise to any common law or legal liability, or otherwise form the basis of any claim, action, suit, proceeding, hearing or investigation, based on or related to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, or handling, or the emission, discharge, release or threatened release into the environment, of any pollutant, contaminant, or hazardous or toxic material or waste.

(c) Neither this Agreement nor the consummation of the transactions contemplated by this Agreement shall impose any obligations to notify or obtain the consent of any Governmental Body or third Persons under any Environmental Laws applicable to the Company.

2.26 Material Customers.

Since its formation, none of the Material Customers (as hereinafter defined) of the Company has notified any of the Company or the Shareholders of their intent to terminate their business with the Company business because of any dissatisfaction on the part of any such person or entity. The Transactions have not caused any of the Material Customers of the Company to terminate or provide notice of their intent or threaten to terminate their business with the Company or to notify the Company or the Shareholders of their intent not to continue to do such business with the Company after the Closing. As used herein, “Material Customers” means those customers from whom the Company derives annual revenues in excess of US $5,000.

2.27 Inventories.

All inventories of the Company are of good, usable and merchantable quality in all material respects, and, except as set forth in the Company Disclosure Schedule, do not include a material amount of obsolete or discontinued items. Except as set forth in the Company Disclosure Schedule, (a) all such inventories are of such quality as to meet in all material respects the quality control standards of the Company, (b) all such inventories are recorded on the books at the lower of cost or market value determined in accordance with GAAP, and (c) no write-down in inventory has been made or should have been made pursuant to GAAP during the past two years.

2.28 Money Laundering Laws.

The operations of the Company are and have been conducted at all times in compliance with applicable financial record-keeping and reporting requirements of the money laundering statutes of all U.S. and non-U.S. jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Body (collectively, the “Money Laundering Laws”) and no Proceeding involving the Company with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened.

2.29 Disclosure.

(a) Any information set forth in this Agreement, the Company Disclosure Schedule, or the Transaction Agreements shall be true, correct and complete in all material respects.

(b) No statement, representation or warranty of the Company or the Shareholders in this Agreement (taken with the Schedules) or the Transaction Agreements or any exhibits or schedules thereto contain any untrue statement of a material fact or omits to state a material fact necessary to make the statements herein or therein, taken as a whole, in light of the circumstances in which they were made, not misleading.

(c) Except as set forth in the Company Disclosure Schedule, the Shareholders and the Company have no knowledge of any fact that has specific application to the Company (other than general economic or industry conditions) and that adversely affects the assets or the business, prospects, financial condition, or results of operations of the Company.

(d) In the event of any inconsistency between the statements in the body of this Agreement and those in the Schedules (other than an exception expressly set forth as such in the Schedules with respect to a specifically identified representation or warranty), the statements in the Schedules shall control.

(e) The books of account, minute books and stock record books of the Company, all of which have been made available to Purchaser, are complete and accurate and have been maintained in accordance with sound business practices. Without limiting the generality of the foregoing, the minute books of the Company contain complete and accurate records of all meetings held, and corporate action taken, by the shareholders, the boards of directors, and committees of the boards of directors of the Company, as applicable, and no meeting of any such shareholders, board of directors, or committee has been held for which minutes have not been prepared and are not contained in such minute books.

2.30 Finders and Brokers.

(a) None of the Company or the Shareholders or any Person acting on behalf of the Company or the Shareholders has engaged any finder, broker, intermediary or any similar Person in connection with the Exchange.

(b) None of the Company the Shareholders nor any Person acting on behalf of the Company or the Shareholders has entered into a contract or other agreement that provides that a fee shall be paid to any Person or Entity if the Exchange is consummated.

ARTICLE III.

REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser hereby represents and warrants to the Shareholders as of the date hereof:

3.1 Organization; Good Standing.

Purchaser is duly incorporated, validly and in good standing existing under the laws of Nevada, has all requisite authority and power (corporate and other), governmental licenses, authorizations, consents and approvals to carry on its business as presently conducted and as contemplated to be conducted, to own, hold and operate its properties and assets as now owned, held and operated by it, to enter into this Agreement, to carry out the provisions hereof except where the failure to be in good standing or to have such governmental licenses, authorizations, consents and approvals will not, in the aggregate, either (i) have a Material Adverse Effect on the business, assets or financial condition of Purchaser, or (ii) impair the ability of Purchaser to perform its material obligations under this Agreement. Purchaser is duly qualified, licensed or domesticated as a foreign corporation in good standing in each jurisdiction wherein the nature of its activities or its properties owned or leased requires such qualification, licensing or domestication, except where the failure to be so qualified, licensed or domesticated will not have a Material Adverse Effect.

3.2 Purchaser Common Stock.

(a) As of July 31, 2026, Purchaser has: (a) authorized capital stock which consists of 7,450,000,000 shares of common stock, par value $0.001 per share, and 50,000,000 shares of preferred stock, par value $0.001 per share, of which 126,089,629 shares of common stock and 1,283,897,643 shares of preferred stock are issued and outstanding. 10,000,000 shares of Preferred Stock have been designated as Series A Preferred Stock, and 1,283,897,643of such shares are issued and outstanding. All of such outstanding shares have been validly issued and are fully paid and nonassessable. No shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by Purchaser.

(b) Schedule 3.2(b) hereto lists, as of the date hereof, (i) each holder of issued and outstanding Purchaser warrants, options, debentures, or convertible or exchangeable security of Parent (ii) the number and type of shares subject to each such security, (iii) the exercise price or exchange terms of each such security and (iv) the termination date of each such security.

(c)The Acquisition Shares, when issued in connection with this Agreement and the other Transactional Agreements, will be duly authorized, validly issued, fully paid and nonassessable.

3.3 Authority; Binding Nature of Agreements.

(a) The execution, delivery and performance of this Agreement, the Transactional Agreements, and all other agreements and instruments contemplated to be executed and delivered by Purchaser in connection herewith have been duly authorized by all necessary corporate action on the part of Purchaser and its board of directors.

(b) This Agreement, the Transactional Agreements, and all other agreements and instruments contemplated to be executed and delivered by Purchaser constitute the legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with their terms, except to the extent that enforceability may be limited by applicable bankruptcy, Exchange, insolvency, moratorium or other laws affecting the enforcement of creditors’ rights generally and by general principles of equity regardless of whether such enforceability is considered in a proceeding in law or equity.

(c) There is no pending Proceeding, and, to Purchaser’s knowledge, no Person has threatened to commence any Proceeding that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Exchange or Purchaser’s ability to comply with or perform its obligations and covenants under the Transactional Agreements, and, to the knowledge of Purchaser, no event has occurred, and no claim, dispute or other condition or circumstance exists, that might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding.

3.4 Non-contravention; Consents.

The execution and delivery of this Agreement and the other Transactional Agreements, and the consummation of the Exchange, by Purchaser will not, directly or indirectly (with or without notice or lapse of time):

(a) contravene, conflict with or result in a material violation of (i) Purchaser’s Certificate of Incorporation or Bylaws, or (ii) any resolution adopted by Purchaser Board or any committee thereof or the stockholders of Purchaser;

(b) to the knowledge of Purchaser, contravene, conflict with or result in a material violation of, or give any Governmental Body the right to challenge the Exchange or to exercise any remedy or obtain any relief under, any legal requirement or any Order to which Purchaser or any material assets owned or used by it are subject;

(c) to the knowledge of Purchaser, cause any material assets owned or used by Purchaser to be reassessed or revalued by any taxing authority or other Governmental Body;

(d) to the knowledge of Purchaser, contravene, conflict with or result in a material violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Purchaser or that otherwise relates to Purchaser’s business or to any of the material assets owned or used by Purchaser, where such contraventions, conflict, violation, revocation, withdrawal, suspension, cancellation, termination or modification would have a Material Adverse Effect on Purchaser;

(e) contravene, conflict with or result in a material violation or material breach of, or material default under, any Contract to which Purchaser is a party;

(f) give any Person the right to any payment by Purchaser or give rise to any acceleration or change in the award, grant, vesting or determination of options, warrants, rights, severance payments or other contingent obligations of any nature whatsoever of Purchaser in favor of any Person, in any such case as a result of the Exchange; or

(g) result in the imposition or creation of any material Lien upon or with respect to any material asset owned or used by Purchaser.

Except for Consents, filings or notices required under the state and federal securities laws or any other laws or regulations or as otherwise contemplated in this Agreement and the other Transactional Agreements, Purchaser will not be required to make any filing with or give any notice to, or obtain any Consent from, any Person in connection with the execution and delivery of this Agreement and the other Transactional Agreements or the consummation or performance of the Exchange.

3.5 Finders and Brokers.

(a) Neither Purchaser nor any Person acting on behalf of Purchaser has engaged any finder, broker, intermediary or any similar Person in connection with the Exchange.

(b) Purchaser has not entered into a contract or other agreement that provides that a fee shall be paid to any Person or Entity if the Exchange is consummated.

3.6 Reports and Financial Statements; Absence of Certain Changes.

(a) Purchaser has filed all reports required to be filed with the SEC pursuant to the Exchange Act since May 8, 2026 (all such reports, including those to be filed prior to the Closing Date and all registration statements and prospectuses filed by Purchaser with the SEC, are collectively referred to as the “Purchaser SEC Reports). All of the Purchaser SEC Reports, as of their respective dates of filing (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) complied in all material respects as to form with the applicable requirements of the Securities Act or Exchange Act and the rules and regulations thereunder, as the case may be, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited financial statements of Purchaser included in the Purchaser SEC Reports comply in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of Purchaser, (ii) were prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of Purchaser as of the dates thereof and the results of operations and cash flows for the periods then ended. The unaudited financial statements included in the Purchaser SEC Reports comply in all material respects with the published rules and regulations of the SEC with respect thereto; and such unaudited financial statements (i) were prepared from the books and records of Purchaser, (ii) were prepared in accordance with GAAP, except as otherwise permitted under the Exchange Act and the rules and regulations thereunder, on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of Purchaser as of the dates thereof and the results of operations and cash flows (or changes in financial condition) for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto.

(b) Except as specifically contemplated by this Agreement or reflected in the Purchaser SEC Reports, since May 8, 2026 there has not been (i) any material adverse change in Purchaser’s business, assets, liabilities, operations, and, to the knowledge of Purchaser, no event has occurred that is likely to have a material adverse effect on Purchaser’s business, assets, liabilities or operations, (ii) any declarations setting aside or payment of any dividend or distribution with respect to the Purchaser Common Stock other than consistent with past practices, (iii) any material change in Purchaser’s accounting principles, procedures or methods, (iv) cancellation in writing of any material customer contract or (v) the loss of any customer relationship which would have a material adverse effect on Purchaser’s business, assets, liabilities or operations.

3.7 Compliance with Applicable Law.

Except as disclosed in the Purchaser SEC Reports filed prior to the date of this Agreement and except to the extent that the failure or violation would not in the aggregate have a Material Adverse Effect on the business, results of operations or financial condition of Purchaser, to Purchaser’s knowledge Purchaser holds all Governmental Authorizations necessary for the lawful conduct of its business under and pursuant to, and the business of Purchaser is not being conducted in violation of, any Governmental Authorization applicable to Purchaser.

3.8 Complete Copies of Requested Reports.

Purchaser has delivered or made available true and complete copies of each document that has been reasonably requested by the Company or the Shareholders.

3.9 Full Disclosure.

(a) Neither this Agreement (including all Schedules and exhibits hereto) nor any of the Transactional Agreements contemplated to be executed and delivered by Purchaser in connection with this Agreement contains any untrue statement of material fact; and none of such documents omits to state any material fact necessary to make any of the representations, warranties or other statements or information contained therein not misleading.

(b) All of the information set forth in the prospectus and all other information regarding Purchaser and the business, condition, assets, liabilities, operations, financial performance, net income and prospects of either that has been furnished to the Company or the Shareholders by or on behalf of Purchaser or any of the Purchaser’s Representatives, is accurate and complete in all material respects.

ARTICLE IV.

COVENANTS OF THE COMPANY

4.1 Access and Investigation.

The Company shall ensure that, at all times during the Pre-Closing Period:

(a) the Company and their Representatives provide Purchaser and its Representatives access, at reasonable times and with twenty-four (24) hours’ notice from Purchaser to the Company, to all of the premises and assets of the Company, to all existing books, records, Tax Returns, work papers and other documents and information relating to the Company, and to responsible officers and employees of the Company, and the Company and its Representatives provide Purchaser and its Representatives with copies of such existing books, records, Tax Returns, work papers and other documents and information relating to the Company as Purchaser may request in good faith;

(b) Each of the Company and its Representatives confer regularly with Purchaser upon its request, concerning operational matters and otherwise report regularly (not less than semi-monthly and as Purchaser may otherwise request) to Purchaser and discuss with Purchaser and its Representatives concerning the status of the business, condition, assets, liabilities, operations, and financial performance of the Company, and promptly notify Purchaser of any material change in the business, condition, assets, liabilities, operations, and financial performance of the Company, or any event reasonably likely to lead to any such change.

4.2 Operation of the Business.

The Company shall ensure that, during the Pre-Closing Period:

(a) It conducts its operations in the Ordinary Course of Business and in the same manner as such operations have been conducted prior to the date of this Agreement;

(b) It uses its commercially reasonable efforts to preserve intact its current business organization, keep available and not terminate the services of its current officers and employees and maintain its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, employees and other Persons having business relationships with the Company;

(c) It does not declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of its capital stock, and does not repurchase, redeem or otherwise reacquire any shares of its capital stock or other securities, except with respect to the repurchase of shares of the Company Common Stock upon termination of employees at the original purchase price pursuant to agreements existing at the date hereof;

(d) It does not sell or otherwise issue (or grant any warrants, options or other rights to purchase) any shares of capital stock or any other securities, except the issuance of the Company Shares of Common Stock pursuant to option grants to employees made under the Option Plan in the Ordinary Course of Business;

(e) It does not amend its charter document, corporate governance document or other Organizational Documents, and does not affect or become a party to any recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction;

(f) It does not form any subsidiary or acquire any equity interest or other interest in any other Entity;

(g) It does not establish or adopt any Employee Benefit Plan, and does not pay any bonus or make any profit sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any of its directors, officers or employees;

(h) It does not change any of its methods of accounting or accounting practices in any respect;

(i) It does not make any Tax election;

(j) It does not commence or take any action or fail to take any action which would result in the commencement of any Proceeding;

(k) It does not (i) acquire, dispose of, transfer, lease, license, mortgage, pledge or encumber any fixed or other assets, other than in the Ordinary Course of Business; (ii) incur, assume or prepay any indebtedness, Indebtedness or obligation or any other liabilities or issue any debt securities, other than in the Ordinary Course of Business; (iii) assume, guarantee, endorse for the obligations of any other person, other than in the Ordinary Course of Business; (iv) make any loans, advances or capital contributions to, or investments in, any other Person, other than in the Ordinary Course of Business; or (v) fail to maintain insurance consistent with past practices for its business and property;

(l) It pays all debts and Taxes, files all of its Tax Returns (as provided herein) and pays or performs all other obligations, when due;

(m) It does not enter into or amend any agreements pursuant to which any other Person is granted distribution, marketing or other rights of any type or scope with respect to any of its services, products or technology;

(n) It does not hire any new officer-level employee;

(o) It does not revalue any of its assets, including, without limitation, writing down the value of inventory or writing off notes or accounts receivable, except as required under GAAP and in the Ordinary Course of Business;

(p) Except as otherwise contemplated hereunder, it does not enter into any transaction or take any other action outside the Ordinary Course of Business; and

(q) It does not enter into any transaction or take any other action that likely would cause or constitute a Breach of any representation or warranty made by it in this Agreement.

4.3 Filings and Consents; Cooperation.

The Company shall ensure that:

(a) Each filing or notice required to be made or given (pursuant to any applicable Law, Order or contract, or otherwise) by the Company or the Shareholders in connection with the execution and delivery of any of the Transactional Agreements, or in connection with the consummation or performance of the Exchange, is made or given as soon as possible after the date of this Agreement;

(b) Each Consent required to be obtained (pursuant to any applicable Law, Order or contract, or otherwise) by the Company or the Shareholders in connection with the execution and delivery of any of the Transactional Agreements, or in connection with the consummation or performance of the Exchange, is obtained as soon as possible after the date of this Agreement and remains in full force and effect through the Closing Date;

(c) It promptly delivers to Purchaser a copy of each filing made, each notice given and each Consent obtained by the Company during the Pre-Closing Period; and

(d) During the Pre-Closing Period, it and its Representatives cooperate with Purchaser and Purchaser’s Representatives, and prepare and make available such documents and take such other actions as Purchaser may request in good faith, in connection with any filing, notice or Consent that Purchaser is required or elects to make, give or obtain.

4.4 Notification; Updates to Disclosure Schedules.

(a) During the Pre-Closing Period, the Company shall promptly notify Purchaser in writing of:

(i) the discovery by it of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement which is contrary to any representation or warranty made by it in this Agreement or in any of the other Transactional Agreements, or that would upon the giving of notice or lapse of time, result in any of its representations and warranties set forth in this agreement to become untrue or otherwise cause any of the conditions of Closing set forth in Article VI or Article VII not to be satisfied;

(ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement (except as a result of actions taken pursuant to the express written consent of Purchaser) and that is contrary to any representation or warranty made by it in this Agreement, or that would upon the giving of notice or lapse of time, result in any of its representations and warranties set forth in this agreement to become untrue or otherwise cause any of the conditions of Closing set forth in Article VI or Article VII not to be satisfied;

(b) If any event, condition, fact or circumstances that is required to be disclosed pursuant to Section 4.4(a) requires any material change in the Company Disclosure Schedule, or if any such event, condition, fact or circumstance would require such a change assuming the Company Disclosure Schedule were dated as of the date of the occurrence, existence or discovery of such event, condition, fact or circumstances, then the Company, as applicable, shall promptly deliver to Purchaser an update to the Company Disclosure Schedule specifying such change (a “Disclosure Schedule Update”).

(c) It will promptly update any relevant and material information provided to Purchaser after the date hereof pursuant to the terms of this Agreement.

4.5 Commercially Reasonable Efforts.

During the Pre-Closing Period, the Company shall use its commercially reasonable efforts to cause the conditions set forth in Article VI and Article VII to be satisfied on a timely basis and so that the Closing can take place on or before August 14, 2026, in accordance with Section 1.5, and shall not take any action or omit to take any action, the taking or omission of which would or could reasonably be expected to result in any of the representations and warranties of the Company set forth in this Agreement becoming untrue, or in any of the conditions of Closing set forth in Article VI or Article VII not being satisfied.

4.6 Confidentiality; Publicity.

The Company shall ensure that:

(a) It and its Representatives keep strictly confidential the existence and terms of this Agreement prior to the issuance or dissemination of any mutually agreed upon press release or other disclosure of the Exchange; and

(b) Neither it nor any of its Representatives issues or disseminates any press release or other publicity or otherwise makes any disclosure of any nature (to any of its suppliers, customers, landlords, creditors or employees or to any other Person) regarding any of the Exchange; except in each case to the extent that it is required by law to make any such disclosure regarding such transactions or as separately agreed by the parties; provided, however, that if it is required by law to make any such disclosure, the Company advises Purchaser, at least five business days before making such disclosure, of the nature and content of the intended disclosure.

ARTICLE V.

COVENANTS OF PURCHASER

5.1 Notification.

During the Pre-Closing Period, Purchaser shall promptly notify the Company in writing of:

(a) The discovery by Purchaser of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement which is contrary to any representation or warranty made by Purchaser in this Agreement; and,

(b) Any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement (except as a result of actions taken pursuant to the written consent of the Company) and that is contrary to any representation or warranty made by Purchaser in this Agreement;

5.2 Filings and Consents; Cooperation.

Purchaser shall ensure that:

(a) Each filing or notice required to be made or given (pursuant to any applicable Law, Order or contract, or otherwise) by Purchaser in connection with the execution and delivery of any of the Transactional Agreements, or in connection with the consummation or performance of the Exchange, is made or given as soon as possible after the date of this Agreement;

(b) Each Consent required to be obtained (pursuant to any applicable Law, Order or contract, or otherwise) by Purchaser in connection with the execution and delivery of any of the Transactional Agreements, or in connection with the consummation or performance of the Exchange, is obtained as soon as possible after the date of this Agreement and remains in full force and effect through the Closing Date;

(c) Purchaser promptly delivers to the Company and a copy of each filing made, each notice given and each Consent obtained by Purchaser during the Pre-Closing Period; and

(d) During the Pre-Closing Period, Purchaser and its Representatives cooperate with the Company and their Representatives, and prepare and make available such documents and take such other actions as the Company may request in good faith, in connection with any filing, notice or Consent that the Company is required or elects to make, give or obtain.

5.3 Commercially Reasonable Efforts.

During the Pre-Closing Period, Purchaser shall use its commercially reasonable efforts to cause the conditions set forth in Article VI and Article VII to be satisfied on a timely basis and so that the Closing can take place on or before August 14, 2026, or as soon thereafter as is reasonably practical, in accordance with Section 1.5, and shall not take any action or omit to take any action, the taking or omission of which would or could reasonably be expected to result in any of the representations and warranties or Purchaser set forth in this Agreement becoming untrue or in any of the conditions of closing set forth in Article VI or Article VII not being satisfied.

5.4 Disclosure of Confidential Information.

(a) Each of Purchaser and the Shareholders acknowledges and agrees that it may receive Confidential Information in connection with this Transaction including without limitation, the Company Disclosure Schedule and any information disclosed during the due diligence process, the public disclosure of which will harm the disclosing party’s business. The Receiving Party may use Confidential Information only in connection with the Transaction. The results of the due diligence review may not be used for any other purpose other than in connection with the Transaction. Except as expressly provided in this Agreement, the Receiving Party shall not disclose Confidential Information to anyone without the Disclosing Party’s prior written consent. The Receiving Party shall take all reasonable measures to avoid disclosure, dissemination or unauthorized use of Confidential Information, including, at a minimum, those measures it takes to protect its own confidential information of a similar nature. The Receiving Party shall not export any Confidential Information in any manner contrary to the export regulations of the governmental jurisdiction to which it is subject.

(b) The Receiving Party may disclose Confidential Information as required to comply with binding orders of governmental entities that have jurisdiction over it, provided that the Receiving Party (i) gives the Disclosing Party reasonable notice (to the extent permitted by law) to allow the Disclosing Party to seek a protective order or other appropriate remedy, (ii) discloses only such information as is required by the governmental entity, and (iii) uses commercially reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed.

(c) All Confidential Information shall remain the exclusive property of the Disclosing Party. The Disclosing Party’s disclosure of Confidential Information shall not constitute an express or implied grant to the Receiving Party of any rights to or under the Disclosing Party’s patents, copyrights, trade secrets, trademarks or other intellectual property rights.

(d) The Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by the Receiving Party. The Receiving Party shall cooperate with the Disclosing Party in every reasonable way to help the Disclosing Party regain possession of such Confidential Information and prevent its further unauthorized use.

(e) The Receiving Party shall return or destroy all tangible materials embodying Confidential Information (in any form and including, without limitation, all summaries, copies and excerpts of Confidential Information) promptly following the Disclosing Party’s written request; provided, however, that, subject to the provisions of this Agreement, the Receiving Party may retain one copy of such materials in the confidential, restricted access files of its legal department for use only in the event a dispute arises between the parties related to the Transaction and only in connection with that dispute. At the Disclosing Party’s option, the Receiving Party shall provide written certification of its compliance with this Section.

5.5 Indemnification.

(a) Each of the Company and the Shareholders, jointly and severally, each shall defend, indemnify and hold harmless Purchaser, and its respective employees, officers, directors, stockholders, controlling persons, affiliates, agents, successors and assigns (collectively, the “Purchaser Indemnified Persons”), and shall reimburse the Purchaser Indemnified Person, for, from and against any loss, liability, claim, damage, expense (including costs of investigation and defense and reasonable attorneys’ fees) or diminution of value, whether or not involving a third-party claim (collectively, “Damages”), directly or indirectly, relating to, resulting from or arising out of:

(i) any untrue representations, misrepresentations or breach of warranty by or of the Company or the Shareholders contained in or pursuant to this Agreement, and the Company Disclosure Schedule; (ii) any breach or nonfulfillment of any covenant, agreement or other obligation by or of the Company or the Shareholders (only to the extent made or occurring prior to or at the Closing) contained in or pursuant to this Agreement, the Transaction Agreements executed by the Company or any of the Shareholders in their individual capacity, the Company Disclosure Schedule, or any of the other agreements, documents, schedules or exhibits to be entered into by the Company or any of the Shareholders in their individual capacity pursuant to or in connection with this Agreement;

(iii) all of Pre-Closing liabilities of the Company or the Shareholders; and

(iv) any liability, claim, action or proceeding of any kind whatsoever, whether instituted or commenced prior to or after the Closing Date, which directly or indirectly relates to, arises or results from, or occurs in connection with facts or circumstances relating to the conduct of business of the Company or the assets of the Company, or events or circumstances existing on or prior to the Closing Date.

(b) Purchaser shall defend, indemnify and hold harmless the Company and its respective affiliates, agents, successors and assigns (collectively, the “the Company Indemnified Persons”), and shall reimburse the Company Indemnified Persons, for, from and against any Damages, directly or indirectly, relating to, resulting from or arising out of:

(i) any untrue representation, misrepresentation or breach of warranty by or of Purchaser contained in or pursuant to this Agreement;

(ii) any breach or nonfulfillment of any covenant, agreement or other obligations by or of Purchaser contained in or pursuant to this Agreement, the Transaction Agreements or any other agreements, documents, schedules or exhibits to be entered into or delivered to pursuant to or in connection with this Agreement.

(c) Promptly after receipt by an indemnified Party under Section 5.6 of this Agreement of notice of a claim against it (“Claim”), such indemnified Party shall, if a claim is to be made against an indemnifying Party under such Section, give notice to the indemnifying Party of such Claim, but the failure to so notify the indemnifying Party will not relieve the indemnifying Party of any liability that it may have to any indemnified Party, except to the extent that the indemnifying Party demonstrates that the defense of such action is prejudiced by the indemnified Party’s failure to give such notice.

(d) A claim for indemnification for any matter not involving a third-party claim may be asserted by notice to the Party from whom indemnification is sought.

ARTICLE VI.

CLOSING CONDITIONS OF PURCHASER

Purchaser’s obligations to affect the Closing and consummate the Exchange are subject to the satisfaction of each of the following conditions:

6.1 Accuracy of Representations and Warranties.

The representations and warranties of the Company and the Shareholders in this Agreement shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing. the Company and the Shareholders shall have performed all obligations in this Agreement required to be performed or observed by them on or prior to the Closing.

6.2 Additional Conditions to Closing.

(a) All necessary approvals under federal and state securities laws and other authorizations relating to the issuance of the Acquisition Shares and the transfer of the Shares shall have been received.

(b) Purchaser shall have obtained an opinion stating that the terms of the Exchange are fair, just and equitable to Purchaser and its shareholders.

(c) No preliminary or permanent injunction or other order by any federal, state or foreign court of competent jurisdiction which prohibits the consummation of the Exchange shall have been issued and remain in effect. No statute, rule, regulation, executive order, stay, decree, or judgment shall have been enacted, entered, issued, promulgated or enforced by any court or governmental authority which prohibits or restricts the consummation of the Exchange. All authorizations, consents, orders or approvals of, or declarations or filings with, and all expirations of waiting periods imposed by, any Governmental Body which are necessary for the consummation of the Exchange, other than those the failure to obtain which would not materially adversely affect the consummation of the Exchange or in the aggregate have a material adverse effect on Purchaser and its subsidiaries, taken as a whole, shall have been filed, occurred or been obtained (all such permits, approvals, filings and consents and the lapse of all such waiting periods being referred to as the “Requisite Regulatory Approvals”) and all such Requisite Regulatory Approvals shall be in full force and effect.

(d) There shall not be any action taken, or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to the Exchange, by any Governmental Body which, in connection with the grant of a Requisite Regulatory Approval, imposes any material condition or material restriction upon Purchaser or its subsidiaries or the Company, including, without limitation, requirements relating to the disposition of assets, which in any such case would so materially adversely impact the economic or business benefits of the Exchange as to render inadvisable the consummation of the Exchange.

6.3 Performance of Agreements.

The Company or the Shareholders, as the case may be, shall have executed and delivered each of the agreements, instruments and documents required to be executed and delivered, and performed all actions required to be performed by the Company or any of the Shareholders, as the case may be, pursuant to this Agreement, except as Purchaser has otherwise consented in writing.

6.4 Consents.

Each of the Consents identified or required to have been identified in the Company Disclosure Schedule shall have been obtained and shall be in full force and effect, other than those Consents, which have been expressly waived by Purchaser.

6.5 No Material Adverse Change and Satisfactory Due Diligence.

There shall not have been any material adverse change in the business, condition, assets, liabilities, operations or financial performance of the Company since the date of this Agreement as determined by Purchaser in its discretion. Purchaser shall be satisfied in all respects with the results of its due diligence review of the Company.

6.6 The Company Closing Certificate.

In addition to the documents required to be received under this Agreement, Purchaser shall also have received the following documents:

(a) copies of resolutions of the Company, certified by a Secretary, Assistant Secretary or other appropriate officer of the Company, authorizing the execution, delivery and performance of this Agreement and other Transactional Agreements;

(b) good standing certificate of the Company; and

(c) such other documents as Purchaser may request in good faith for the purpose of (i) evidencing the accuracy of any representation or warranty made by the Company, (ii) evidencing the compliance by the Company, or the performance by the Company of, any covenant or obligation set forth in this Agreement or any of the other Transactional Agreements, (iii) evidencing the satisfaction of any condition set forth in Article VII or this Article VI, or (iv) otherwise facilitating the consummation or performance of the Exchange.

6.7 Transactional Agreements.

Each Person (other than Purchaser) shall have executed and delivered prior to or on the Closing Date all Transactional Agreements to which it is to be a party.

6.8 Delivery of Stock Certificates, Minute Book and Corporate Seal.

The Shareholders shall have delivered to Purchaser the stock books, stock ledgers, minute books and corporate seals of the Company.

ARTICLE VII.

CLOSING CONDITIONS OF THE SHAREHOLDERS

The Shareholders’ obligations to affect the Closing and consummate the Exchange are subject to the satisfaction of each of the following conditions:

7.1 Accuracy of Representations and Warranties.

The representations and warranties of Purchaser in this Agreement shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing and Purchaser shall have performed all obligations in this Agreement required to be performed or observed by them on or prior to the Closing.

7.2 Additional Conditions to Closing.

(a) All necessary approvals under federal and state securities laws and other authorizations relating to the issuance and transfer of the Acquisition Shares by Purchaser and the transfer of the Shares by the Company shall have been received.

(b) No preliminary or permanent injunction or other order by any federal, state or foreign court of competent jurisdiction which prohibits the consummation of the Exchange shall have been issued and remain in effect. No statute, rule, regulation, executive order, stay, decree, or judgment shall have been enacted, entered, issued, promulgated or enforced by any court or governmental authority which prohibits or restricts the consummation of the Exchange. All Requisite Regulatory Approvals shall have been filed, occurred or been obtained and all such Requisite Regulatory Approvals shall be in full force and effect.

(c) There shall not be any action taken, or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to the Exchange, by any federal or state Governmental Body which, in connection with the grant of a Requisite Regulatory Approval, imposes any condition or restriction upon the Surviving Corporation or its subsidiaries (or, in the case of any disposition of assets required in connection with such Requisite Regulatory Approval, upon Purchaser, its subsidiaries, the Company or any of their subsidiaries), including, without limitation, requirements relating to the disposition of assets, which in any such case would so materially adversely impact the economic or business benefits of the Exchange as to render inadvisable the consummation of the Exchange.

(d) Purchaser shall have entered into employment agreements with Ximing Huang and Johnny Chen, substantially in the form attached hereto as Exhibit B hereto.

7.3 Purchaser Closing Certificates.

The Shareholders shall have received the following documents:

(a) copies of resolutions of Purchaser, certified by a Secretary, Assistant Secretary or other appropriate officer of Purchaser, authorizing the execution, delivery and performance of the Transactional Agreements and the Exchange;

(b) good standing certificates for the State of Nevada; and

(c) such other documents as the Company may request in good faith for the purpose of (i) evidencing the accuracy of any representation or warranty made by Purchaser, (ii) evidencing the compliance by Purchaser with, or the performance by Purchaser of, any covenant or obligation set forth in this Agreement or any of the other Transactional Agreements, (iii) evidencing the satisfaction of any condition set forth in Article VI or this Article VII, or (iv) otherwise facilitating the consummation or performance of the Exchange.

7.4 No Material Adverse Change.

There shall not have been any material adverse change in Purchaser’s business, condition, assets, liabilities, operations or financial performance since the date of this Agreement.

7.5 Performance of Agreements.

Purchaser shall have executed and delivered each of the agreements, instruments and documents required to be executed and delivered, and performed all actions required by Purchaser pursuant to this Agreement, except as the Company and the Shareholders have otherwise consented in writing.

7.6 Consents.

Each of the Consents identified or required to have been identified in Section 3.4 shall have been obtained and shall be in full force and effect, other than those Consents the absence of which shall not have a material adverse effect on Purchaser.

7.7 Purchaser Stock.

On the Closing Date, shares of Purchaser Common Stock shall be eligible for quotation on a tier of the OTC Markets Group Inc.

ARTICLE VIII.

FURTHER ASSURANCES

Each of the parties hereto agrees that it will, from time to time after the date of the Agreement, execute and deliver such other certificates, documents and instruments and take such other action as may be reasonably requested by the other party to carry out the actions and transactions contemplated by this Agreement, including the closing conditions described in Articles VI and VII. the Company and the Shareholders shall reasonably cooperate with Purchaser in its obtaining of the books and records of the Company, or in preparing any solicitation materials to be sent to the shareholders of Purchaser in connection with the approval of the Exchange and the transactions contemplated by the Transactional Agreements.

ARTICLE IX.

TERMINATION

9.1 Termination.

This Agreement may be terminated and the Exchange abandoned at any time prior to the Closing Date:

(a) by mutual written consent of Purchaser, the Company and the Shareholders;

(b) by Purchaser if (i) there is a material Breach of any covenant or obligation of the Company or the Shareholders; provided however, that if such Breach or Breaches are capable of being cured prior to the Closing Date, such Breach or Breaches shall not have been cured within 10 days of delivery of the written notice of such Breach, or (ii) Purchaser reasonably determines that the timely satisfaction of any condition set forth in Article VI has become impossible or impractical (other than as a result of any failure on the part of Purchaser to comply with or perform its covenants and obligations under this Agreement or any of the other Transactional Agreements);

(b) by the Company if (i) there is a material Breach of any covenant or obligation of Purchaser; provided, however, that if such Breach or Breaches are capable of being cured prior to the Closing Date, such Breach or Breaches shall not have been cured within 10 days of delivery of the written notice of such Breach, or (ii) the Company reasonably determines that the timely satisfaction of any condition set forth in Article VII has become impossible or impractical (other than as a result of any failure on the part of the Company or any Shareholder to comply with or perform any covenant or obligation set forth in this Agreement or any of the other Transactional Agreements);

(d) by Purchaser if the Closing has not taken place on or before August 14, 2026 (except if as a result of any failure on the part of Purchaser to comply with or perform its covenants and obligations under this Agreement or in any other Transactional Agreement);

(e) by the Company if the Closing has not taken place on or before August 14, 2026 (except if as a result of the failure on the part of the Company or the Shareholders to comply with or perform any covenant or obligation set forth in this Agreement or in any other Transactional Agreement);

(f) by any of Purchaser, on the one hand or the Company, on the other hand, if any court of competent jurisdiction in the United States or other United States governmental body shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the Exchange and such order, decree, ruling or any other action shall have become final and non-appealable; provided, however, that the party seeking to terminate this Agreement pursuant to this clause (f) shall have used all commercially reasonable efforts to remove such order, decree or ruling; or

(g) The parties hereby agree and acknowledge that a breach of the provisions of Articles 4.1, 4.2, 4.3, 4.4 and 4.6 are, without limitation, material Breaches of this Agreement.

9.2 Termination Procedures.

If Purchaser wishes to terminate this Agreement pursuant to Section 9.1, Purchaser shall deliver to the Shareholders and the Company a written notice stating that Purchaser is terminating this Agreement and setting forth a brief description of the basis on which Purchaser is terminating this Agreement. If the Company wishes to terminate this Agreement pursuant to Section 9.1, the Company shall deliver to Purchaser a written notice stating that the Company is terminating this Agreement and setting forth a brief description of the basis on which the Company is terminating this Agreement.

9.3 Effect of Termination.

In the event of termination of this Agreement as provided above, this Agreement shall forthwith have no further effect. Except for a termination resulting from a Breach by a party to this Agreement, there shall be no liability or obligation on the part of any party hereto. In the event of a breach, the remedies of the non-breaching party shall be to seek damages from the breaching party or to obtain an order for specific performance, in addition to or in lieu of other remedies provided herein. Upon request after termination, each party will redeliver or, at the option of the party receiving such request, destroy all reports, work papers and other material of any other party relating to the Exchange, whether obtained before or after the execution hereof, to the party furnishing same; provided, however, that the Company and the Shareholders shall, in all events, remain bound by and continue to be subject to Section 4.6 and all parties shall in all events remain bound by and continue to be subject to Section 5.4 and 5.5.

Notwithstanding the above, both Purchaser, on the one hand, and the Company and the Shareholders, on the other hand, shall be entitled to announce the termination of this Agreement by means of a mutually acceptable press release.

ARTICLE X.

MISCELLANEOUS

10.1 Survival of Representations and Warranties.

All representations and warranties of the Company and the Shareholders in this Agreement and the Company Disclosure Schedule shall survive shall survive indefinitely. The right to indemnification, reimbursement or other remedy based on such representations and warranties will not be affected by any investigation conducted by the parties.

10.2 Expenses.

Except as otherwise set forth herein, each of the parties to the Exchange shall bear its own expenses incurred in connection with the negotiation and consummation of the transactions contemplated by this Agreement.

10.3 Entire Agreement.

This Agreement and the other Transactional Agreements contain the entire agreement of the parties hereto, and supersede any prior written or oral agreements between them concerning the subject matter contained herein, or therein. There are no representations, agreements, arrangements or understandings, oral or written, between the parties to this Agreement, relating to the subject matter contained in this Agreement and the other Transaction Agreements, which are not fully expressed herein or therein. The schedules and each exhibit attached to this Agreement or delivered pursuant to this Agreement are incorporated herein by this reference and constitute a part of this Agreement.

10.4 Counterparts.

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.

10.5 Descriptive Headings.

The Article and Section headings in this Agreement are for convenience only and shall not affect the meanings or construction of any provision of this Agreement.

10.6 Notices.

All notices and other communications hereunder shall be in writing and shall be deemed to have been duly delivered and received hereunder (a) one (1) Business Day after being sent for next Business Day delivery, fees prepaid, via a reputable international overnight courier service, (b) upon delivery in the case of delivery by hand, or (c) on the date delivered in the place of delivery if sent by email (provided that no bounceback or similar “undeliverable” message is received by such sender) prior to 5:00 p.m. Pacific Time, otherwise on the next succeeding Business Day, in each case to the intended recipient as set forth below:

If to Purchaser:

Sharing Economy International Inc.

39205 Country Club Drive, Suite C20

Farmington Hills, Michigan 48221

Attention: Chief Executive Officer

Email: ximing.huang@lightacross.com

with a copy to (which shall not constitute notice):

Law Offices of Thomas E. Puzzo, PLLC

3823 44th Ave. NE

Seattle, Washington 98105

Attention: Thomas Puzzo

Email: tpuzzo@puzzolaw.com

If to the Company:

Light Across, Inc.

39205 Country Club Drive, Suite C20

Farmington Hills, Michigan 48221

Attention: Chief Executive Officer

Email: ximing.huang@lightacross.com

If to the Shareholders:

c/o Light Across, Inc.

39205 Country Club Drive, Suite C20

Farmington Hills, Michigan 48221

Attention: Chief Executive Officer

Email: ximing.huang@lightacross.com

To such address or addresses as a party shall have previously designated by notice to the sender given in accordance with this section.

10.7 Choice of Law.

This Agreement shall be construed in accordance with and governed by the laws of the State of Nevada without regard to choice of law principles. Each of the parties hereto consents to the jurisdiction of the courts of the State of Nevada, Clark County and to the federal courts located in the Clark County, State of Nevada.

10.8 Binding Effect; Benefits.

This Agreement shall inure to the benefit of and be binding upon the parties and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to confer on any Person other than the parties or their respective successors and permitted assigns, the Shareholders and other Persons expressly referred to herein, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

10.9 Assignability.

Neither this Agreement nor any of the parties’ rights hereunder shall be assignable by any party without the prior written consent of the other parties and any attempted assignment without such consent shall be void.

10.10 Waiver and Amendment.

Any term or provision of this Agreement may be waived at any time by the party, which is entitled to the benefits thereof. The waiver by any party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach. The parties may, by mutual agreement in writing, amend this Agreement in any respect. the Company and the Shareholders hereby acknowledge their intent that this Agreement includes as a party any holder of capital stock in the Company at the time of Closing. Purchaser, the Company and the Shareholders therefore agree that this Agreement may be amended, without the further consent of any party to this Agreement, (i) to add as a new Shareholder any existing shareholder of the Company and (ii) to modify Schedule 1 to reflect the addition of such shareholder.

10.11 Attorney’ Fees.

In the event of any action or proceeding to enforce the terms and conditions of this Agreement, the prevailing party shall be entitled to an award of reasonable attorneys’ and experts’ fees and costs, in addition to such other relief as may be granted.

10.12 Severability.

If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.

10.13 Construction.

In executing this Agreement, the parties severally acknowledge and represent that each: (a) has fully and carefully read and considered this Agreement; (b) has or has had the opportunity to consult independent legal counsel regarding the legal effect and meaning of this document and all terms and conditions hereof; (c) has been afforded the opportunity to negotiate as to any and all terms hereof; and (d) is executing this Agreement voluntarily, free from any influence, coercion or duress of any kind. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction will be applied against any party.

[signature page follows]

IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto as of the day and year first above written.

Purchaser: SHARING ECONOMY INTERNATIONAL INC.

By:	/s/ Ximing Huang
	Name: Ximing Huang Title: Chief Executive Officer

The Company: LIGHT ACROSS INC.

By:	/s/ Leigh Zhang Huang
	Name: Leigh Zhang Huang Title: President

Shareholders of Light Across Inc.:

/s/ Ximing Huang
Name: Ximing Huang (holder of 843.102900 shares of common stock of Light Across Inc.)

/s/ Johnny Chen
Name: Johnny Chen (holder of 148.782865 shares of common stock of Light Across Inc.)

/s/ Ho Kwan Li
Name: Ho Kwan Li (holder of 22.821022 shares of common stock of Light Across Inc.)

NOVA EV MOBILITY GROUP CORPORATION

By:	/s/ Chengying Wang
	Name: Chengying Wang Title: Director
(holder of 8.114230 shares of common stock of Light Across Inc.)

/s/ Xiuhong Xie
Name: Xiuhong Xie (holder of 0.285263 shares of common stock of Light Across Inc.)

/s/ Reza Owji
Name: Reza Owji (holder of 0.285263 shares of common stock of Light Across Inc.)

/s/ Jia Sun
Name: Jia Sun (holder of 0.285263 shares of common stock of Light Across Inc.)

HOVE0 L.L.C-FZ

By:	/s/ Zhuo Li
	Name: Zhuo Li Title: Managing Director
(holder of 0.142632 shares of common stock of Light Across Inc.)

ACA Capital Advisors GmbH

By:	/s/ Jian Huang
	Name: Jian Huang Title: Managing Director
(holder of 2.427677 shares of common stock of Light Across Inc.)

/s/ Yan Xiao
Name: Yan Xiao (holder of 0.130901 shares of common stock of Light Across Inc.)

/s/ Yun Wu
Name: Yun Wu (holder of 0.114105 shares of common stock of Light Across Inc.)

/s/ Weipeng Gu
Name: Weipeng Gu (holder of 0.114105 shares of common stock of Light Across Inc.)

/s/ Qingsong Miao
Name: Qingsong Miao (holder of 0.114105 shares of common stock of Light Across Inc.)

/s/ Yanling Zhu
Name: Yanling Zhu (holder of 0.114105 shares of common stock of Light Across Inc.)

/s/ Yuanning Cheng
Name: (holder of 0.057053 shares of common stock of Light Across Inc.)

CHOREN INDUSTRIETECHNIK GMBH

By:	/s/ Yubing Shan
	Name: Yubing Shan Title: Managing Director
(holder of 0.057053 shares of common stock of Light Across Inc.)

EXHIBIT A

CERTAIN DEFINITIONS

For purposes of the Agreement (including this Exhibit A):

Agreement. “Agreement” shall mean the Share Exchange Agreement to which this Exhibit A is attached (including all Disclosure Schedules and all Exhibits), as it may be amended from time to time.

Approved Plans. “Approved Plans” shall mean a stock option or similar plan for the benefit of employees or others, which has been approved by the shareholders of the Company.

Company Shares of Common Stock. “Company Shares of Common Stock” shall mean the shares of common stock of the Company.

Breach. There shall be deemed to be a “Breach” of a representation, warranty, covenant, obligation or other provision if there is or has been any inaccuracy in or breach of, or any failure to comply with or perform, such representation, warranty, covenant, obligation or other provision.

Certificates. “Certificates” shall have the meaning specified in Section 1.3 of the Agreement.

Purchaser. “Purchaser” shall have the meaning specified in the first paragraph of the Agreement.

Purchaser Common Stock. “Purchaser Common Stock” shall mean the shares of common stock of Purchaser.

Purchaser SEC Reports. “Purchaser SEC Reports” shall have the meaning specified in Section 4.6 of the Agreement.

Closing. “Closing” shall have the meaning specified in Section 1.5 of the Agreement.

Closing Date. “Closing Date” shall have the meaning specified in Section 1.5 of the Agreement.

Code. “Code” shall mean the Internal Revenue Code of 1986 or any successor law, and regulations issued by the IRS pursuant to the Internal Revenue Code or any successor law.

Confidential Information. “Confidential Information” shall mean all nonpublic information disclosed by one party or its agents (the “Disclosing Party”) to the other party or its agents (the “Receiving Party”) that is designated as confidential or that, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered as confidential. Confidential Information includes, without limitation (i) nonpublic information relating to the Disclosing Party’s technology, customers, vendors, suppliers, business plans, intellectual property, promotional and marketing activities, finances, agreements, transactions, financial information and other business affairs, and (ii) third-party information that the Disclosing Party is obligated to keep confidential.

Confidential Information does not include any information that (i) is or becomes publicly available without breach of this Agreement, (ii) can be shown by documentation to have been known to the Receiving Party at the time of its receipt from the Disclosing Party, (iii) is received from a third party who, to the knowledge of the Receiving Party, did not acquire or disclose such information by a wrongful or tortious act, or (iv) can be shown by documentation to have been independently developed by the Receiving Party without reference to any Confidential Information.

Consent. “Consent” shall mean any approval, consent, ratification, permission, waiver or authorization (including any Governmental Authorization).

Disclosure Schedule Update. “Disclosure Schedule Update” shall have the meaning specified in Section 4.4 of the Agreement.

Company Disclosure Schedule. “the Company Disclosure Schedule” shall have the meaning specified in introduction to Article II of the Agreement.

Entity. “Entity” shall mean any corporation (including any non profit corporation), general partnership, limited partnership, limited liability partnership, joint venture, estate, trust, cooperative, foundation, society, political party, union, company (including any limited liability company or joint stock company), firm or other enterprise, association, organization or entity.

Environmental Laws. “Environmental Laws” shall mean any Law or other requirement relating to the protection of the environment, health, or safety from the release or disposal of hazardous materials.

Environmental Permit. “Environmental Permit” means all licenses, permits, authorizations, approvals, franchises and rights required under any applicable Environmental Law or Order.

Equity Securities. “Equity Security” shall mean any stock or similar security, including, without limitation, securities containing equity features and securities containing profit participation features, or any security convertible into or exchangeable for, with or without consideration, any stock or similar security, or any security carrying any warrant, right or option to subscribe to or purchase any shares of capital stock, or any such warrant or right.

Exchange Act. “Exchange Act” means the United States Securities Exchange Act of 1934, as amended.

GAAP. “GAAP” shall mean United States Generally Accepted Accounting Principles, applied on a consistent basis.

Governmental Authorization. “Governmental Authorization” shall mean any:

(a) permit, license, certificate, franchise, concession, approval, consent, ratification, permission, clearance, confirmation, endorsement, waiver, certification, designation, rating, registration, qualification or authorization that is issued, granted, given or otherwise made available by or under the authority of any Governmental Body or pursuant to any Law; or

(b) right under any contract with any Governmental Body.

Governmental Body. “Governmental Body” shall mean any:

(a) nation, principality, state, commonwealth, province, territory, county, municipality, district or other jurisdiction of any nature;

(b) federal, state, local, municipal, foreign or other government;

(c) governmental or quasi-governmental authority of any nature (including any governmental division, subdivision, department, agency, bureau, branch, office, commission, council, board, instrumentality, officer, official, representative, organization, unit, body or Entity and any court or other tribunal); or

(d) individual, Entity or body exercising, or entitled to exercise, any executive, legislative, judicial, administrative, regulatory, police, military or taxing authority or power of any nature, including any court, arbitrator, administrative agency or commissioner, or other governmental authority or instrumentality.

Indebtedness. “Indebtedness” shall mean any obligation, contingent or otherwise. Any obligation secured by a Lien on, or payable out of the proceeds of, or production from, property of the relevant party will be deemed to be Indebtedness.

Intellectual Property. “Intellectual Property” means all industrial and intellectual property, including, without limitation, all U.S. and non-U.S. patents, patent applications, patent rights, trademarks, trademark applications, common law trademarks, Internet domain names, trade names, service marks, service mark applications, common law service marks, and the goodwill associated therewith, copyrights, in both published and unpublished works, whether registered or unregistered, copyright applications, franchises, licenses, know-how, trade secrets, technical data, designs, customer lists, confidential and proprietary information, processes and formulae, all computer software programs or applications, layouts, inventions, development tools and all documentation and media constituting, describing or relating to the above, including manuals, memoranda, and records, whether such intellectual property has been created, applied for or obtained anywhere throughout the world.

Knowledge. A corporation shall be deemed to have “knowledge” of a particular fact or matter only if a director or officer of such corporation has, had or should have had knowledge of such fact or matter.

Laws. “Laws” means, with respect to any Person, any U.S. or non-U.S. federal, national, state, provincial, local, municipal, international, multinational or other law (including common law), constitution, statute, code, ordinance, rule, regulation or treaty applicable to such Person.

Lien. “Lien” shall mean any mortgage, pledge, security interest, encumbrance, lien or charge, right of first refusal, encumbrance or other adverse claim or interest of any kind, including, without limitation, any conditional sale or other title retention agreement, any lease in the nature thereof and the filing of or agreement to give any financing statement under the Uniform Commercial Code of any jurisdiction and including any lien or charge arising by Law.

Material Adverse Effect. “Material Adverse Effect” means any change, effect or circumstance which, individually or in the aggregate, would reasonably be expected to (a) have a material adverse effect on the business, assets, financial condition or results of operations of the affected party, in each case taken as a whole or (b) materially impair the ability of the affected party to perform its obligations under this Agreement and the Transaction Agreements, excluding any change, effect or circumstance resulting from (i) the announcement, pendency or consummation of the transactions contemplated by this Agreement, (ii) changes in the United States securities markets generally, or (iii) changes in general economic, currency exchange rate, political or regulatory conditions in industries in which the affected party operates.

Material Contract. “Material Contract” means any and all agreements, contracts, arrangements, understandings, leases, commitments or otherwise, providing for potential payments by or to the company in excess of $1,000, and the amendments, supplements and modifications thereto.

Nasdaq Minimum Price. “Nasdaq Minimum Price” means a price that is the lower of: (i) the closing price per share of Purchaser Common Stock (as reflected on Nasdaq.com) immediately preceding the Closing of this Agreement; or (ii) the average closing price of the common stock (as reflected on Nasdaq.com) for the five trading days immediately preceding the Closing of this Agreement.

Order. “Order” shall mean any award, decision, injunction, judgment, order, ruling, subpoena, or verdict entered, issued, made, or rendered by any Governmental Body.

Ordinary Course of Business. “Ordinary Course of Business” shall mean an action taken by the Company if (i) such action is taken in normal operation, consistent with past practices, (ii) such action is not required to be authorized by the Shareholders, Board of Directors or any committee of the Board of the Directors or other governing body of the Company and (iii) does not require any separate or special authorization or consent of any nature by any Governmental Body or third party.

Permitted Liens. “Permitted Liens” shall mean (a) Liens for Taxes not yet payable or in respect of which the validity thereof is being contested in good faith by appropriate proceedings and for the payment of which the relevant party has made adequate reserves; (b) Liens in respect of pledges or deposits under workmen’s compensation laws or similar legislation, carriers, warehousemen, mechanics, laborers and materialmen and similar Liens, if the obligations secured by such Liens are not then delinquent or are being contested in good faith by appropriate proceedings conducted and for the payment of which the relevant party has made adequate reserves; and (c) statutory Liens incidental to the conduct of the business of the relevant party which were not incurred in connection with the borrowing of money or the obtaining of advances or credits and that do not in the aggregate materially detract from the value of its property or materially impair the use thereof in the operation of its business.

Person. “Person” shall mean any individual, Entity or Governmental Body.

Pre-Closing Period. “Pre-Closing Period” shall mean the period commencing as of the date of the Agreement and ending on the Closing Date.

Proceeding. “Proceeding” shall mean any action, suit, litigation, arbitration, proceeding (including any civil, criminal, administrative, investigative or appellate proceeding and any informal proceeding), prosecution, contest, hearing, inquiry, inquest, audit, examination or investigation, commenced, brought, conducted or heard by or before, or otherwise has involved, any Governmental Body or any arbitrator or arbitration panel.

Representatives. “Representatives” of a specified party shall mean officers, directors, employees, attorneys, accountants, advisors and representatives of such party, including, without limitation, all subsidiaries of such specified party, and all such Persons with respect to such subsidiaries. The Related Persons of the Company shall be deemed to be “Representatives” of the Company, as applicable.

SEC. “SEC” shall mean the United States Securities and Exchange Commission.

Securities Act. “Securities Act” shall mean the United States Securities Act of 1933, as amended.

Taxes. “Taxes” shall mean all foreign, federal, state or local taxes, charges, fees, levies, imposts, duties and other assessments, as applicable, including, but not limited to, any income, alternative minimum or add-on, estimated, gross income, gross receipts, sales, use, transfer, transactions, intangibles, ad valorem, value-added, franchise, registration, title, license, capital, paid-up capital, profits, withholding, payroll, employment, unemployment, excise, severance, stamp, occupation, premium, real property, recording, personal property, federal highway use, commercial rent, environmental (including, but not limited to, taxes under Section 59A of the Code) or windfall profit tax, custom, duty or other tax, governmental fee or other like assessment or charge of any kind whatsoever, together with any interest, penalties or additions to tax with respect to any of the foregoing; and “Tax” means any of the foregoing Taxes.

Tax Group. “Tax Group” shall mean any federal, state, local or foreign consolidated, affiliated, combined, unitary or other similar group of which the Company is now or was formerly a member.

Tax Return. “Tax Return” shall mean any return, declaration, report, claim for refund or credit, information return, statement or other similar document filed with any Governmental Body with respect to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

Transaction Agreements. “Transactional Agreements” shall mean this Agreement and any agreement or document to be executed pursuant to this Agreement.

SCHEDULE 1

Shareholder Name	Shares	Percentage
Ximing Huang	843.102900	82.098068%
Johnny Chen	148.782865	14.487894%
Ho Kwan Li	22.821022	2.222222%
Nova EV Mobility Group Corporation	8.114230	0.790132%
ACA Capital Advisors GmbH	2.427677	0.236398%
Xiuhong Xie	0.285263	0.027778%
Reza Owji	0.285263	0.027778%
Jia Sun	0.285263	0.027778%
HoVe0 L.L.C-FZ	0.142632	0.013889%
Yan Xiao	0.130901	0.012747%
Yun Wu	0.114105	0.011111%
Weipeng Gu	0.114105	0.011111%
Qingsong Miao	0.114105	0.011111%
Yanling Zhu	0.114105	0.011111%
Yuanning Cheng	0.057053	0.005556%
Choren Industrietechnik GmbH	0.057053	0.005556%
Total	1,026.946090	100.00%

EXHIBIT 14.1

CODE OF ETHICS

I. Objectives

Sharing Economy International Inc. (the “Company”) is committed to the highest level of ethical behavior. The Company’s business success depends upon the reputation of the Company and its directors, officers and employees to perform with the highest level of integrity and principled business conduct.

This Code of Ethics (“Code”) applies to all directors, officers and employees of the Company, including the Company’s principal executive officer and principal financial officer, (collectively, the “Covered Persons”). This Code is designed to deter wrongdoing and to promote all of the following:

	·	honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

	·	full, fair, accurate, timely, and understandable disclosure in reports and documents that the Company files with, or submits to, the Securities and Exchange Commission (the “Commission”), and in other public communications made by the Company;

	·	compliance with applicable governmental laws, rules and regulations;

	·	the prompt internal reporting to an appropriate person or persons identified herein for receiving notice of violations or potential violations of this Code; and

	·	accountability for adherence to this Code.

Current versions of the Code will be maintained on the Company’s website and distributed periodically to all Covered Persons. Compliance with the Code is, first and foremost, the individual responsibility of every Covered Person.

This Code is not intended to cover every applicable law, or to provide answers to all questions that might arise; for such, the Company relies on each person’s sense of what is right, including a sense of when it is appropriate to seek guidance from others on an appropriate course of conduct.

II. Honest and Ethical Conduct

Each Covered Person must always conduct himself or herself in an honest and ethical manner. Each Covered Person must act with the highest standards of personal and professional integrity and must not tolerate others who attempt to deceive or evade responsibility for actions. Honest and ethical conduct must be a driving force in every decision made by a Covered Person while performing his or her duties for the Company. When in doubt as to whether an action is honest and ethical, each Covered Person shall seek advice from his or her immediate supervisor or senior management, as appropriate.

III. Conflicts of Interest

The term “conflict of interest” refers to any circumstance that would cast doubt on a Covered Person’s ability to act objectively when representing the Company’s interest. Covered Persons should not use their position or association with the Company for their own or their family’s personal gain, and should avoid situations in which their personal interests (or those of their family) conflict or overlap, or appear to conflict or overlap, with the Company’s best interests.

The following are examples of activities that give rise to a conflict of interest. These examples do not in any way limit the general scope of the Company’s policy regarding conflicts of interest:

	·	Where a Covered Person’s association with (or financial interest in) another person or entity would reasonably be expected to interfere with the Covered Person’s independent judgment as to the Company’s best interest, that association or financial interest creates a conflict of interest.

	·	The holding of a financial interest by a Covered Person in any present or potential competitor, customer, supplier, or contractor of the Company creates a conflict of interest, except where the business or enterprise in which the Covered Person holds such financial interest is publicly owned, and the financial interest of the Covered Person in such public entity constitutes less than one percent (1%) of the ownership of that business or enterprise.

	·	The acceptance by a Covered Person of a membership on the board of directors, or serving as a consultant or advisor to any board or any management, of a business that is a present or potential competitor, customer, supplier, or contractor of the Company, creates a conflict of interest, unless such relationship is pre-approved in writing by the principal executive officer of the Company.

	·	Engaging in any transaction involving the Company, from which the Covered Person can benefit financially or otherwise, apart from the usual compensation received in the ordinary course of business, creates a conflict of interest. Such transactions include lending or borrowing money, guaranteeing debts, or accepting gifts, entertainment, or favors from a present or potential competitor, customer, supplier, or contractor of the Company.

	·	The use or disclosure of any unpublished information regarding the Company, obtained by a Covered Person in connection with his or her employment for personal benefit, creates a conflict of interest.

It is our policy and it is expected that all Covered Persons should endeavor to avoid all situations that present an actual or apparent conflict of interest. All actual or apparent conflicts of interest must be handled honestly and ethically. If a Covered Person suspects that he or she may have a conflict of interest, that Covered Person is required to report the situation to, and to seek guidance from, his or her immediate supervisor or senior management, as appropriate. For purposes of this Code, directors, the principal executive officer, and the principal financial officer shall report any such conflict or potential conflict situations to the Chairman of the Audit Committee. Officers (other than the principal executive officer and principal financial officer) and employees of the Company shall report any such situations to their immediate supervisor. It is the responsibility of the Audit Committee Chairman to determine if a conflict of interest exists or whether such situation is likely to impair the Covered Persons ability to perform his or her assigned duties with the Company, and if such situation is determined to present a conflict, to determine the necessary resolution.

IV. Compliance With Applicable Laws, Rules And Regulations

Full compliance with the letter and the spirit of all applicable governmental laws, rules and regulations, and applicable rules and listing standards of any national securities exchange on which the Company’s securities may be listed, is one of the foundations on which this Company’s ethical policies are built. All directors and executive officers of the Company must understand and take responsibility for the Company’s compliance with the applicable governmental laws, rules and regulations of the cities, states and countries in which the Company operates, and for complying with the applicable rules and listing standards of any national securities exchange on which the Company’s securities may be listed.

V. Rules to Promote Full, Fair, Accurate, Timely and Understandable Disclosure

As a public Company, the Company has a responsibility to report financial information to security holders so that they are provided with accurate information in all material respects about the Company’s financial condition and results of operations. It is the policy of the Company to fully and fairly disclose the financial condition of the Company in compliance with applicable accounting principles, laws, rules and regulations. Further, it is the Company’s policy to promote full, fair, accurate, timely and understandable disclosure in all Company reports required to be filed with or submitted to the Commission, as required by applicable laws, rules and regulations then in effect, and in other public communications made by the Company.

Covered Persons may be called upon to provide or prepare necessary information to ensure that the Company’s public reports are complete, fair and understandable. The Company expects Covered Persons to take this responsibility seriously and to provide accurate information related to the Company’s public disclosure requirements.

All books and records of the Company shall fully and fairly reflect all Company transactions in accordance with accounting principles generally accepted in the United States of America, and any other financial reporting or accounting regulations to which the Company is subject. No entries to the Company’s books and records shall be made or omitted to intentionally conceal or disguise the true nature of any transaction. Covered Persons shall maintain all Company books and records in accordance with the Company’s established disclosure controls and procedures and internal controls for financial reporting, as such controls may be amended from time to time.

The Company is committed to develop and operate a system of internal control policy over financial reporting and accounting record, to ensure all internal transactions are properly authorized and recorded, and are compliant with all applicable laws. The internal controls include but are not limited to written policies and procedures, superior examination and monitoring, budget control and other inspection and settlement. The Company is committed to develop and operate a system of disclosure procedures to ensure that all information is disclosed in accordance with applicable rules and regulations.

All Covered Persons must report any questionable accounting or auditing matters that may come to their attention. This applies to all reports or records prepared for internal or external purposes. If any Covered Person has concerns or complaints regarding questionable accounting or auditing matters of the Company, Covered Person shall report such matters to his or her immediate supervisor. If the immediate supervisor is involved in the questionable accounting or auditing matter, or does not timely resolve the Covered Person’s concern, the Covered Person should submit their concerns to the principal executive officer or the principal financial officer. If the principal executive officer and the principal financial officer are involved in the questionable accounting or auditing matter, or do not timely resolve the Covered Person's concerns, the Covered person should submit his or her concern directly to the Audit Committee. The reporting of any such matters may be done on a confidential basis, at the election of the Covered Person making the report.

VI. Competition and Fair Dealing

The Company seeks to outperform its competitors fairly and honestly. The Company does not seek competitive advantages through illegal or unethical business practices. Each Covered Person shall endeavor to deal fairly with the Company’s customers, service providers, suppliers, competitors and employees. No Covered Person shall take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any unfair dealing practice.

The purpose of business entertainment and gifts in a commercial setting is to create good will and sound working relationships, not to gain unfair advantage with customers. No gift or entertainment should ever be offered, given, provided or accepted by any Company employee, family member of an employee or agent unless it: (i) is not a cash gift, (ii) is consistent with customary business practices, (iii) is not excessive in value, (iv) cannot be construed as a bribe or payoff, and (v) does not violate any laws or regulations. Please discuss with the Company’s Chief Executive Officer any gifts which you are not certain are appropriate.

VII. Corporate Opportunities

Covered Persons are prohibited from taking for themselves opportunities that are discovered through the use of Company property, information or position, or using Company property, information or position for personal gain. Covered Persons have a duty to the Company to advance its legitimate interest when the opportunity to do so arises.

VIII. Confidentiality

Covered Persons must maintain the confidentiality of non-public, proprietary information regarding the Company, its customers or its suppliers, and shall use that information only to further the business interests of the Company, except where disclosure or other use is authorized by the Company or legally mandated. This includes information disseminated to employees in an effort to keep them informed or in connection with their work activities, but with the instruction, confidential labeling, or reasonable expectation that the information be kept confidential.

IX. Trading on Inside Information

Inside information includes any non-public information, whether favorable or unfavorable, that investors generally consider important in making investment decisions. Examples include financial results not yet released, imminent regulatory approval/disapproval of an alliance or other significant matter such as the purchase or sale of a business unit or significant assets, threatened litigation, or other significant facts about a business. No information obtained as the result of employment at, or a director’s service on the Board of, the Company may be used for personal profit or as the basis for a “tip” to others, unless such information has previously been made generally available to the public, and even in such circumstances, such information may be subject to other duties.

X. Protection and Proper Use of Company Assets

Covered Persons should protect the Company’s assets and ensure their efficient use. Theft, carelessness and waste have an adverse impact on the Company and its profitability. Company assets may only be used for legitimate Company business purposes.

XI. Foreign Corrupt Practices Act (“FCPA”)

The FCPA prohibits the making of a payment and/or the offering of anything of value to any foreign government official, government agency, political party or political candidate in exchange for a business favor or when otherwise intended to influence the action taken by any such individual or agency or to gain any competitive or improper business advantage. Prohibitions of the FCPA apply to actions taken by all Covered Persons and by all outside parties engaged directly or indirectly by the Company (e.g., consultants, professional advisers, etc.). Given the complexity of the FCPA and the severe penalties associated with its violation, all Covered Persons are urged to contact the Company’s Chief Executive Officer at any time with any questions concerning the Company’s and their obligations under and in compliance with the FCPA.

XII. Fair treatment

The Company is firmly committed to providing equal opportunity to all employees and will not tolerate any illegal discrimination or harassment based on nationality, national origin, sex, religion or any other protected class, avoid any discrimination or harassment for psychological or physiological defect. The Company strives to provide each employee with a safe and healthy work environment. Regardless of the status of the employee, the Company prohibits any sexual harassment to employees of opposite sex through body or language. Violence and threatening behavior are not permitted.

XIII. Compliance with the Code; Discipline

Violation of this Code may result in serious consequences for the Company, its corporate reputation and credibility and the confidence level of its customers and investors. Sanctions against the Company for criminal or civil wrongdoing could include substantial fines and restrictions on future operations. Individual employees could be required to pay significant fines or be sentenced to prison. Therefore, violations will be taken seriously.

Company-imposed disciplinary action will be coordinated with the employee’s supervisor, the human resources department and the Company’s Chief Executive Officer. The overall seriousness of the matter will be considered in determining disciplinary action to be taken: which might include consequences up to and including dismissal. Individual cases may require an employee to reimburse the Company for losses or damages. The Company may even refer an employee for criminal prosecution, civil enforcement or a combination of the above.

Disciplinary action may also be taken against Covered Persons who condone, permit or have knowledge of illegal or unethical conduct by subordinates and do not take corrective action, and against Covered Persons who make false statements in connection with investigations of violations of this Code.

All Covered Persons will be held to the standards in this Code. Violating the Code, even if directed to do so by management is not justifiable. If a manager solicits actions in violation of this Code, the Covered Person should contact the Company’s Chief Executive Officer.

XIV. Reporting and Compliance procedure

Every Covered Person has the responsibility to ask questions, seek guidance, report suspected violations and express concerns regarding compliance with this Code. The Company’s Chief Executive Officer can be reached for explanation, clarification, and guidance of this Code at (248) 971-9325 or his office. Any employee, officer or director who knows or believes that any other employee or representative of the Company has engaged or is engaging in Company related conduct that violates applicable law or this Code should report such information to the Chief Executive Officer. Covered Persons may report such conduct openly or anonymously without fear of retaliation. The Company will not discipline, discriminate against or retaliate against any employee who reports such conduct, unless it is determined that the report was made with knowledge that it was false, or who cooperates in any investigation or inquiry regarding such conduct. Any supervisor who receives a report of a violation of this Code must immediately inform the Chief Executive Officer.

Covered Persons may report violations of this Code on a confidential or anonymous basis, while the Company encourages reporting person to identify himself or herself when reporting violations so that the Company may follow up with the reporting person, as necessary, for additional information. Covered Person may report to the Chief Executive Officer at the Company’s most recent address set forth in its filings with the Commission.

If the Chief Executive Officer receives information regarding an alleged violation of this Code, he or she shall, in consultation with outside counsel, as appropriate, (a) evaluate such information, (b) if the alleged violation involves an executive officer or a director, inform the chief executive officers and Board of Directors of the alleged violation, (c) determine whether it is necessary to conduct an informal inquiry or a formal investigation and, if so, initiate such inquiry or investigation and (d) report the results of any such inquiry or investigation, together with a recommendation as to disposition of the matter, to the chief executive officers for action, or if the alleged violation involves an executive officer or a director, report the results of any such inquiry or investigation to the Board of Directors or a committee thereof. Covered Persons are expected to cooperate fully with any inquiry or investigation by the Company regarding an alleged violation of this Code.

Failure to cooperate with any such inquiry or investigation may result in disciplinary action, up to and including discharge.

The Company shall determine whether violations of this Code have occurred and, if so, shall determine the disciplinary measures to be taken against any employee who has violated this Code. In the event that the alleged violation involves an executive officer or a director, the chief executive officers and the Board of Directors, respectively, shall determine whether a violation of this Code has occurred and, if so, shall determine the disciplinary measures to be taken against such executive officer or director.

Failure to comply with the standards outlined in this Code will result in disciplinary action including, but not limited to, reprimands, warnings, probation or suspension without pay, demotions, reductions in salary, discharge and restitution. Certain violations of this Code may require the Company to refer the matter to the appropriate governmental or regulatory authorities for investigation or prosecution. Moreover, any supervisor who directs or approves of any conduct in violation of this Code, or who has knowledge of such conduct and does not immediately report it, also will be subject to disciplinary action, up to and including discharge.

XV. Waiver of the Code

While some of the policies contained in this Code must be strictly adhered to and no exceptions can be allowed, in other cases exceptions may be possible. Any request for a waiver of any provision of this Code must be in writing and addressed to the Board or the Audit Committee, if made by an executive officer or a director, or the Chief Executive Officer of the Company, if made by an employee.

Any waiver of this Code may be made only by the independent directors on the Board of Directors, or by an authorized committee of the Board of Directors comprised solely of independent directors, and will be disclosed as required by law, Commission regulations, or the rules and listing standards of any national securities exchange on which the Company’s securities may be listed.

Any waiver of this Code with respect to an officer or director must be approved by the Board or the Audit Committee, after consultation with the Company’s corporate or outside counsel, and will be disclosed as required by law, Commission regulations, or the rules and listing standards of any national securities exchange on which the Company’s securities may be listed.

XVI. Dissemination and Amendment

This Code shall be distributed to each employee, officer and director of the Company upon commencement of his or her employment or other relationship with the Company. The Company reserves the right to amend, alter or terminate this Code at any time for any reason.

Adopted by the Board of Directors effective as of August 2, 2026.

EXHIBIT 99.1

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

LIGHT ACROSS INC.

TABLE OF CONTENTS

Page

Report of Independent Registered Public Accounting Firm – Privatco CPA Limited (PCAOB ID: 7401)

F-1

Consolidated Balance Sheets as of December 31, 2025 and 2024

F-2

Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2025 and 2024

F-3

Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2025 and 2024

F-4

Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024

F-5

Notes to Consolidated Financial Statements for the years ended December 31, 2025 and 2024

F-6 – F-26

Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of Light Across Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Light Across Inc. (the “Company”) as of December 31, 2025 and 2024, and the related consolidated statement of operations and comprehensive loss, consolidated statements of changes in shareholders’ equity and consolidated statements of cash flows for the year ended December 31, 2025 and 2024, and the related notes to the consolidated financial statements and schedule (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial positions of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the year ended December 31, 2025 and 2024, in conformity with accounting principles generally accepted in the United States of America.

Going Concern Uncertainty

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has incurred loss from operation for the current year and has deficit on total equity that raise substantial doubt about its ability to continue as a going concern. Management’s plan regarding these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ PRIVATCO CPA LIMITED

PCAOB No: 7401

We have served as the Company’s auditor since 2026

Hong Kong

July 14, 2026

F-1

Table of Contents

LIGHT ACROSS INC.

Consolidated Balance Sheets

As of December 31,

2024

2025

USD

USD

Assets

Current Assets

Cash

32,215

187,358

Marketable securities

51,911

53,391

Prepayments and other current assets

663

33,500

Due from a related party

-

2,248

Convertible note receivable, net

-

401,380

Total current assets

84,789

677,877

Non-current Assets

Property and equipment, net

26,355

18,150

Total non-current assets

26,355

18,150

TOTAL ASSETS

111,144

696,027

Liabilities and shareholders’ equity

Current liabilities

Accrued expenses and other current liabilities

63,716

373,366

Other loans payable

51,889

51,845

Due to related parties

117,349

51,130

Subscription received in advance

-

419,975

Total current liabilities

232,954

896,316

Non-current liabilities

Bonds payable

-

245,366

Total non-current liabilities

-

245,366

TOTAL LIABILITIES

232,954

1,141,682

Commitments and contingencies (note 17)

-

-

Shareholders’ equity

Ordinary shares $0.00001 par value; 1,000 shares authorized, 1,000 shares issued and outstanding

-

-

Exchange reserves

334

(2,821 )

Accumulated deficit

(122,144 )

(442,834 )

TOTAL SHAREHOLDERS’ EQUITY

(121,810 )

(445,655 )

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

111,144

696,027

The accompanying notes are an integral part of these consolidated financial statements.

F-2

Table of Contents

LIGHT ACROSS INC.

Consolidated Statements of Operations and Comprehensive Loss

For the years ended

December 31,

2024

2025

USD

USD

Revenue

80,158

-

Operating expenses

Selling, general and administrative expenses

(184,104 )

(302,990 )

Loss from operations

(103,946 )

(302,990 )

Other income (expense), net

Interest expense, net

(74 )

(18,969 )

Unrealized gain on marketable securities

-

1,269

Other income

1,773

-

Total other income (expense), net

1,699

(17,700 )

Loss before income taxes

(102,247 )

(320,690 )

Provision for income taxes

-

-

Net Loss

(102,247 )

(320,690 )

Other comprehensive income:

Foreign currency translation adjustments

334

(3,155 )

Comprehensive loss

Comprehensive losses attributable to shareholders

(101,913 )

(325,225 )

The accompanying notes are an integral part of these consolidated financial statements.

F-3

Table of Contents

LIGHT ACROSS INC.

Consolidated Statements of Changes in Shareholders’ Equity

Ordinary shares*

Additional

paid-in

Exchange

Accumulated

Total

Shareholders’

Shares

Amount

capital

reserves

deficits

Equity

USD

USD

USD

USD

USD

Balance as of December 31, 2023

1,000

-

-

-

(19,897 )

(19,897 )

Foreign currency translation adjustments

-

-

-

334

-

334

Net loss

-

-

-

-

(102,247 )

(102,247 )

Balance as of December 31, 2024

1,000

-

-

334

(122,144 )

(121,810 )

Foreign currency translation adjustments

-

-

-

(3,155 )

-

(3,155 )

Net loss

-

-

-

-

(320,690 )

(320,690 )

Balance as of December 31, 2025

1,000

-

-

(2,821 )

(442,834 )

(445,655 )

The accompanying notes are an integral part of these consolidated financial statements.

F-4

Table of Contents

LIGHT ACROSS INC.

Consolidated Statements of Cash Flows

For the Years Ended

December 31,

2024

2025

USD

USD

Cash flows from operating activities:

Net loss

(102,247 )

(320,690 )

Adjustments to reconcile net loss to net cash used in operating activities:

Interest expense, net

74

18,969

Fair value changes in marketable securities

-

(1,269 )

Depreciation

-

8,898

Foreign exchange loss

860

4,909

Changes in operating assets and liabilities:

Prepayments and other current assets

6,778

(32,174 )

Accrued expenses and other current liabilities

52,715

282,179

Due to related parties

209

-

Net cash used in operating activities

(41,611 )

(39,178 )

Cash flows from investing activities:

Purchase of property and equipment

(26,680 )

-

Purchase of investment securities

(51,718 )

-

Purchase of convertible notes

-

(400,000 )

Net cash used in investing activities

(78,398 )

(400,000 )

Cash flows from financing activities:

Amount received from / (repaid to) a director

57,001

(55,500 )

Amount received from controlling shareholders

6,809

19,567

Loan received from / (repayment to) related party

30,000

(32,261 )

Other loan borrowings

51,696

-

Proceeds from issuance of bonds

-

236,775

Proceeds from capital contribution

-

419,975

Net cash provided by financing activities

145,506

588,556

Net increase in cash and restricted cash

25,497

149,378

Effect of exchange rate changes

(857 )

5,765

Cash and restricted cash, beginning of year

7,575

32,215

Cash and restricted cash, end of year

32,215

187,358

The accompanying notes are an integral part of these consolidated financial statements.

F-5

Table of Contents

LIGHT ACROSS INC.

Notes to Consolidated Financial Statements

1. Nature of Business and Organization

Light Across Inc. (“Light Across”) (“the Company”) is a company incorporated in the state of Delaware on July 8, 2022. The initial share capital of the Company consisted of 1,000 shares of common stock at a par value of $0.00001. The address of the Company’s principal executive office is 1209 Orange Street, in the City of Wilmington, County of New Castle, Delaware 19801. Light Across is the parent company with no operations.

The Company was principally engaged in providing commercial representation and advisory services, and in design, development, testing and sales of new energy vehicles and electrical components.

Reorganization

On March 3, 2026, the Company completed a reorganization of entities under common control.

Prior to the reorganization, Azure Innovation Limited and its subsidiaries were held through Tech Limited. Although the legal shareholders of Tech Limited were the two sons of Mr. Huang Ximing, such shareholdings were held on behalf of Mr. Huang pursuant to nominee shareholding arrangements. Accordingly, Mr. Huang was the ultimate beneficial owner and controlling party of Tech Limited, Azure Innovation Limited and its subsidiaries.

As part of the reorganization, Tech Limited transferred its 100% equity interest in Azure Innovation Limited to Light Across Inc. As a result, Azure Innovation Limited and its subsidiaries became wholly-owned subsidiaries of Light Across Inc.

Because Light Across Inc. and Azure Innovation Limited were ultimately controlled by Mr. Huang Ximing both before and after the reorganization, the transaction was accounted for as a reorganization of entities under common control in accordance with ASC 805-50.

Accordingly, the accompanying consolidated financial statements have been prepared using the historical carrying amounts of the transferred entities and are presented as if the reorganization had occurred at the beginning of the earliest period presented.

F-6

Table of Contents

LIGHT ACROSS INC.

Notes to Consolidated Financial Statements

1. Nature of Business and Organization (cont.)

The following diagram illustrates the Company’s structure:

The accompanying consolidated financial statements reflect the activities of the Company, and each of the following entities as of December 31, 2025:

Name of subsidiaries

Place of

incorporation

Date of

incorporation

or acquisition

Percentage of

direct or

indirect

Principal activities

Light Across Trading Limited (“Light Across HK”)

Hong Kong

2021-09-15

100

%

Investment holding

Light Across GmbH (“Light Across Germany”)

Germany

2024-11-14

100

%

Investment activities

Azure Innovation Limited (“Azure Innovation”)

Hong Kong

2021-03-15

100

%

Investment holding

Tianlan New Energy Vehicle (Hainan) Co., Limited (“Tianlan Hainan”)

PRC

2021-03-31

100

%

Sales of new energy vehicles

Tianlan Zhicheng New Energy Vehicle (Shanghai) Co., Limited (“Tianlan Shanghai”)

PRC

2022-11-09

100

%

Sales of vehicles and car rental

F-7

Table of Contents

LIGHT ACROSS INC.

Notes to Consolidated Financial Statements

2. Summary of Significant Accounting Policies

Liquidity and going concern

The accompanying consolidated financial statements have been prepared on a going concern basis in accordance with U.S. GAAP, which contemplates the realization of assets and the settlement of liabilities in the normal course of business.

Pursuant to ASC 205-40, Going Concern, the Company’s management evaluates whether there are conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date of the consolidated financial statements are issued.

For the years ended December 31, 2025 and 2024, the Company incurred net losses of $320,690 and $102,247, respectively. As of December 31, 2025, the Company has cash and cash equivalents of $187,358, accrued expenses and other current liabilities of $373,366 and other loans payable of $51,845. In addition, the Company has not yet generated sufficient revenues from planned operations to support its ongoing activities. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date these consolidated financial statements are issued.

Management has undertaken and continues to pursue plans to improve the Company’s liquidity and financial position. Such plans include:

1)

generating revenue from the commencement and expansion of the Company’s operations:

2)

raising additional capital from potential investors through equity and/or debt financings; and

3)

Obtaining additional equity contributions and financial support from existing shareholders and related parties, as necessary.

In addition, prior to December 31, 2025, the Company received stock subscription proceeds of $419,975 from investors. The related shares were issued in April 2026.

Management believes that the combination of currently available funds, subscription proceeds received from investors, anticipated revenue growth and access to additional financing sources will provide the Company with additional liquidity. However, the successful execution of these plans is dependent upon future events that are not entirely within the Company’s control, including the Company’s ability to generate sufficient operating revenues and obtain additional financing on acceptable terms.

Accordingly, substantial doubt about the Company’s ability to continue as a going concern exists as of the date these consolidated financial statements were issued. The accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

F-8

Table of Contents

LIGHT ACROSS INC.

Notes to Consolidated Financial Statements

2. Summary of Significant Accounting Policies (cont.)

Basis of presentation and principle of consolidation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities Exchange Commission (“SEC”).

Principles of consolidation

The consolidated financial statements include the financial statements of the Company and its wholly owned subsidiaries. All intercompany transactions and balances among the Company and its subsidiaries have been eliminated upon consolidation.

Use of estimates and assumptions

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. These estimates and judgments are based on historical information, information that is currently available to the Company and on various other assumptions that the Company believes to be reasonable under the circumstances. Significant estimates required to be made by management include, but not limited to, allowance for obsolete inventories and expected credit losses against financial assets. Actual results could differ from the estimates, and as such, differences could be material to these consolidated financial statements.

Segment reporting

ASC 280, “Segment Reporting”, establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure as well as information about geographical areas, business segments and major customers in financial statements for details on the Group’s business segments.

The Company uses the management approach to determine reportable operating segments. The management approach considers the internal organization and reporting used by the Group’s Chief Operating Decision Maker (“CODM”), i.e. the Company’s chief executive officer, for making decisions, allocating resources and assessing performance. As a result of the assessment made by CODM, the Company has only one reportable segment. The CODM evaluates operating performance and allocates resources on a consolidated basis. The Company does not distinguish revenues, costs and expenses between segments in its internal reporting, but instead reports costs and expenses by nature as a whole.

F-9

Table of Contents

LIGHT ACROSS INC.

Notes to Consolidated Financial Statements

2. Summary of Significant Accounting Policies (cont.)

Foreign currencies translation and transaction

Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at balance sheet dates. The resulting exchange differences are recorded in the consolidated and combined statements of operations and comprehensive income.

The reporting currency of the Company is United States Dollar (“USD”) and the accompanying consolidated financial statements have been expressed in US$. However, the Company’s major operating subsidiaries operating in Hong Kong and PRC, which maintain their books and record in its local currency, Hong Kong Dollars (“HKD”), Chinese Yuan (“CNY”) and Euro (“EUR”), which are the functional currency as being the primary currency of the economic environment in which its operation is conducted. In general, for consolidation purposes, assets and liabilities of its subsidiary whose functional currency is not US$ are translated into US$, in accordance with Accounting Standards Codification (“ASC”) Topic830-30, Translation of Financial Statement (“ASC 830”), using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the year. The gains and losses resulting from translation of financial statements of foreign subsidiaries are recorded as a separate component of other comprehensive income within the consolidated and combined statements of changes in shareholders’ equity.

The following table outlines the exchange rates that are used in preparing these consolidated financial statements

As of December 31,

2024

2025

Year end spot rates

-      HK$

US$1 = HK$7.7741

US$1 = HK$7.7806

-      RMB

US$1 = RMB7.2793

US$1 = RMB7.0467

-      EUR

US$1 = EUR0.9543

US$1 = EUR0.8538

As of December 31,

2024

2025

Average rates

-      HK$

US$1 = HK$7.8031

US$1 = HK$7.7959

-      RMB

US$1 = RMB7.1908

US$1 = RMB7.1870

-      EUR

US$1 = EUR0.9240

US$1 = EUR0.8848

F-10

Table of Contents

LIGHT ACROSS INC.

Notes to Consolidated Financial Statements

2. Summary of Significant Accounting Policies (cont.)

Cash

Cash and cash equivalents represent demand deposits placed with banks or other financial institutions, which are unrestricted as to withdrawal or use, and which have original maturities of three months or less and are readily convertible to known amounts of cash.

Marketable securities

Marketable securities consist of investments in publicly traded equity securities. The Company accounts for its marketable securities in accordance with ASC 321, Investments – Equity Securities. Marketable securities are measured at fair value based on quoted market prices in active markets.

Unrealized gains and losses resulting from changes in fair value are recognized in earnings and included in other income (expense), net in the accompanying consolidated statements of operations. Dividend income is recognized when earned.

The Company reviews its investments periodically to determine whether any impairment indicators exist. Realized gains and losses on the disposal of marketable securities are determined using the specific identification method.

Fair value of financial instruments

The Company applies the provisions of ASC 820, Fair Value Measurements and Disclosures, to the financial instruments that are required to be carried at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. The Company uses a three-tier fair value hierarchy based upon observable and non-observable inputs that prioritizes the information used to develop our assumptions regarding fair value. Fair value measurements are separately disclosed by level within the fair value hierarchy.

·

Level 1 — defined as observable inputs such as quoted prices in active markets for identical assets or liabilities;

·

Level 2 — defined as inputs other than quoted prices in active markets, that are either directly or indirectly observable; and

·

Level 3 — defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop in own assumptions.

Unless otherwise disclosed, the fair value of the Company’s financial instruments, including cash, prepayments and other current assets, amount due from a related party, convertible notes receivable carried at amortized cost, accrued expenses and other current liabilities, amount due to related parties, accrued expenses and other current liabilities approximates their fair market value based on the short-term maturities of these instruments.

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Table of Contents

LIGHT ACROSS INC.

Notes to Consolidated Financial Statements

2. Summary of Significant Accounting Policies (cont.)

Fair value of financial instruments

Observable inputs are based on market data obtained from independent sources, while unobservable inputs are based on the Company’s market assumptions. Unobservable inputs require significant management judgment or estimation. In some cases, the inputs used to measure an asset or liability may fall into different levels of the fair value hierarchy. In those instances, the fair value measurement is required to be classified using the lower level of input that is significant to the fair value measurement. Such determination requires significant management judgement.

The following table presents the Company’s assets and liabilities that are measured at fair value as of December 31, 2025 and 2024:

Fair value measured as of December 31, 2025

Total at December 31, 2025

Quoted prices in active markets

(Level 1)

Significant other observable inputs

(Level 2)

Significant unobservable inputs

(Level 3)

USD

USD

USD

USD

Assets

Marketable securities

Equities

53,391

53,391

-

-

Fair value measured as of December 31, 2024

Total at December 31, 2024

Quoted prices in active markets

(Level 1)

Significant other observable inputs

(Level 2)

Significant unobservable inputs

(Level 3)

USD

USD

USD

USD

Assets

Marketable securities

Equities

51,911

51,911

-

-

F-12

Table of Contents

LIGHT ACROSS INC.

Notes to Consolidated Financial Statements

2. Summary of Significant Accounting Policies (cont.)

Convertible Note Receivable

Convertible note receivable is initially recorded at cost and subsequently measured at amortized costs. Interest income is recognized using the effective interest method over the contractual term of the note.

The Company evaluates the recoverability of the convertible note receivable in accordance with ASC 326 and records an allowance for expected credit losses when necessary.

Prepayments and other current assets

Prepayments made to service providers for future services. Prepayments are short-term and are reviewed periodically to determine if their carrying value has become impaired. Under this accounting guidance, the Company measures expected credit losses on its other current assets using the current expected credit loss model under ASC 326. The Company did not provision any allowance for the credit losses on prepayments and other current assets for the years ended December 31, 2025 and 2024.

Property and equipment, net

Property and equipment are stated at cost less accumulated depreciation and impairment losses. Depreciation is provided using the straight-line method based on the estimated useful life. The estimated useful lives of property and equipment are as follows:

Furniture and fixtures

3 years

Computer equipment

3 years

The cost and related accumulated depreciation of assets disposed of or retired are removed from the accounts, and any resulting gain or loss is reflected in the consolidated statements of operations and comprehensive loss under other income or expenses. Expenditures for maintenance and repairs are charged to earnings as incurred, while additions, renewals and betterments, which are expected to extend the useful life of assets, are capitalized. The Company also re-evaluates the periods of depreciation and amortization to determine whether subsequent events and circumstances warrant revised estimates of useful lives.

F-13

Table of Contents

LIGHT ACROSS INC.

Notes to Consolidated Financial Statements

2. Summary of Significant Accounting Policies (cont.)

Revenue recognition

The Company applies the practical expedient in Topic 606 that permits the Company to not disclose the aggregate amount of transaction price allocated to performance obligations that are unsatisfied as of the end of the period as the Company’s contracts have an expected length of one year or less. The Company also applies the practical expedient in Topic 606 that permits the recognition of incremental costs of obtaining contracts as an expense when incurred if the amortization period of such costs is one year or less. These costs are included in cost of revenue. The Company uses independent contractors and third-party carriers in the performance of its transportation services.

To achieve that core principle, the Company applies the five steps defined under Topic 606:

1.

Identify the contract, or contracts, with the customer;

2.

Identify the performance obligations in the contract;

3.

Determine the transaction price;

4.

Allocate the transaction price to the performance obligations in the contract; and

5.

Recognize revenue when (or as) the entity satisfies a performance obligation.

The Company generates revenue primary from providing market representation and advisory services to customers seeking to develop and expand their business presence in Hong Kong and other Asian Markets. The Company’s services generally include:

·
Brand promotion and market development activities;

·
Customer acquisition and business networking support

·
Organization of user community and promotional events;

·
Marketing and sales strategy consulting;

·
Local channel and agency selection support; and

·
Regulatory and market intelligence advisory services.

The Company’s performance obligation primarily consist of providing continuous market representation and advisory services over the contractual service period. The services provided are highly integrated and are not separately identifiable within the context of the contracts. Accordingly, management has concluded that a single performance obligation exists within each service agreement.

The Company satisfies its performance obligations over time as customers simultaneously receive and consume the benefits of the services provided. Revenue is recognized ratably over the service period based on the passage of time, which management believes faithfully depicts the transfer of services to the customer.

Historically, the Company’s revenues were primary generated from commercial representation and advisory services. As the Company expands its business activities, management expects future revenues may also be generated from new energy vehicle related operations and associated technical services.

F-14

Table of Contents

LIGHT ACROSS INC.

Notes to Consolidated Financial Statements

2. Summary of Significant Accounting Policies (cont.)

General and administrative expenses

General and administrative expenses include salaries and of office staff, advertising, depreciation for office facility and office equipment, legal and accounting and other office expenses.

Income taxes

The Company accounts for income taxes under ASC 740, Income Taxes. Provision for income taxes consists of current taxes and deferred taxes.

Current tax is recognized based on the results for the year as adjusted for items which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

Deferred tax assets are recognized when it is more-likely-than-not that the tax benefits will be realized. An uncertain tax position is recognized as a benefit only if it is “more-likely-than-not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred. The Company recognizes interest and penalties related to uncertain tax position as income tax expense. As of December 31, 2025 and 2024, the Company had no unrecognized tax benefits and accrued no interest or penalties related to uncertain tax position.

Employee defined contribution plan

Full-time employees of the Company in the PRC participate in a government-mandated multi-employer defined contribution plan pursuant to which certain pension benefits, medical care, unemployment insurance, employee housing fund and other welfare benefits are provided to them. Chinese labor regulations require that the Company make contributions to the government for these benefits based on government prescribed percentage of the employee’s salaries. The Company has no legal obligation for the benefits beyond the contributions. The total amount was expensed as incurred.

For the years ended December 31, 2025 and 2024, employee welfare contribution expenses are $2,967 and nil, respectively.

Impairment of long-lived assets

The Company reviews long-lived assets, including property and equipment, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the undiscounted future pre-tax cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Fair value is generally determined by discounting the cash flows expected to be generated by the asset, when the market prices are not readily available. The adjusted carrying amount of the asset is the new cost basis and is depreciated over the asset’s remaining useful life. Long-lived assets are grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities.

F-15

Table of Contents

LIGHT ACROSS INC.

Notes to Consolidated Financial Statements

2. Summary of Significant Accounting Policies (cont.)

Recent accounting pronouncements

In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures intended to enhance transparency and decision usefulness of income tax disclosures. This guidance is effective for public entities for annual periods beginning after December 15, 2024 and for annual periods beginning after December 15, 2025 for all other entities, and the guidance should be applied prospectively. The Company is permitted to early adopt and can choose to apply the guidance retrospectively. When adopted, The Company expects the guidance to have an impact on disclosures only and to not have a material effect on our financial position or results of operations. The Company still considering if the Group will apply the standard prospectively or retrospectively.

In November 2023, the FASB issued Accounting Standards Updates (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures intended to improve reportable segment disclosures and to enhance disclosures about significant reportable segment expenses. This guidance is effective for public entities fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and is required to be applied retrospectively to all prior periods presented. Because the amendments do not change the methodology for the identification of operating segments, the aggregation of those operating segments or the application of the quantitative thresholds to determine reportable segments, the Company does not expect the guidance to have a material effect on its financial position or results of operations.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”) and No. 2025-01, Income Statement— Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date, which will require additional disclosure of the nature of expenses included in the income statement in response to longstanding requests from investors for more information about an entity’s expenses. The new standard requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses. The new standard will be effective for public companies for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. The requirements will be applied prospectively with the option for retrospective application. Early adoption is permitted. The Company is currently evaluating the impact of adopting this guidance on the Company’s consolidated financial statements.

The Company considers the applicability and impact of all accounting standards updates. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s consolidated financial statements.

F-16

Table of Contents

LIGHT ACROSS INC.

Notes to Consolidated Financial Statements

2. Summary of Significant Accounting Policies (cont.)

Commitments and contingencies

In the normal course of business, the Company is subject to contingencies, such as legal proceedings and claims arising out of its business, which cover a wide range of matters. Liabilities for contingencies are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.

If the assessment of a contingency indicates that it is probable that a material loss is incurred and the amount of the liability can be estimated, then the estimated liability is accrued in the Company’s consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss, if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee would be disclosed.

Related parties

Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence, such as a family member or relative, shareholder, or a related corporation.

F-17

Table of Contents

LIGHT ACROSS INC.

Notes to Consolidated Financial Statements

3. Significant Risks

1)

Interest rate risk

Fluctuations in market interest rates may negatively affect the Company’s financial condition and results of operations. The Company is exposed to floating interest rate risk on bank deposits and floating rate borrowings, particularly during periods when the interest rate is expected to significant changes. Nevertheless, given the amounts of bank deposits in question, the Company considers the related interest rate risk not material. The Company has not used any instruments or derivatives to manage or hedge its interest rate risk exposure.

2)

Foreign currency risk

The Company has minimal exposure to foreign currency risk as most of its transactions, assets and liabilities are principally denominated the functional currency of the entity to which they are related. The Company currently does not have a foreign currency hedging policy in respect of foreign currency transactions, assets and liabilities. The Company will monitor its foreign currency exposure closely and will consider hedging significant foreign currency exposure should the need arise.

3)

Credit risks

The carrying amounts of the cash and bank balances, convertible note receivable and other receivables included in the consolidated balance sheet represent the Company’s maximum exposure to credit risk in relation to the Company’s financial assets.

The credit risk on cash and bank balances is limited because the counterparties are banks with high credit-rating assigned by international credit-rating agencies.

The Company considers whether there has been a significant increase in credit risk of financial assets on an ongoing basis throughout each reporting period by comparing the risk of a default occurring as at the reporting date with the risk of default as at the date of initial recognition. It considers available reasonable and supportive forwarding looking information.

4)

Concentration risk

As of December 31, 2025, the Company held a convertible note receivable from Sharing Economy International Inc. (“SEII”) with a carrying value of $401,380-, representing approximately 58% of the Company’s total assets.

Accordingly, the Company is exposed to concentration risk associated with the financial condition and operating performance of the issuer. Management monitors the issuer's financial condition on an ongoing basis and evaluates the recoverability of the investment at each reporting date.

No impairment or allowance for expected credit losses was recorded as of December 31, 2025.

F-18

Table of Contents

LIGHT ACROSS INC.

Notes to Consolidated Financial Statements

4. Prepayments and Other Current Assets

The prepayments and other current assets consisted of the following:

As of December 31,

2024

2025

USD

USD

Prepaid expenses⁽ⁱ⁾

-

28,382

Deductible input VAT

663

5,118

Total prepayments and other current assets

663

33,500

(i)

Prepaid expenses represent prepaid trademark and patent application fees.

5. Convertible Notes Receivable

On December 10, 2025, pursuant to a Note Purchase Agreement, whereby the Company acquired a note issued by Sharing Economy International Inc. (“SEII”) in the principal amount of $400,000. The note bears interest at 6% per annum and matures on June 30, 2026. The note is carried at amortized cost. Interest income is recognized using the effective interest method.

Management evaluates the collectability of the convertible note receivable in accordance with ASC 326. As of December 31, 2025, management assessed the expected credit losses associated with the convertible note receivable concluded that no allowance for expected credit losses was required.

State

Mature

Interest

Principal

Accrued

Carrying

Date

Rate

Amount

Interest

Amount

SEII convertible note – current

06/30/2026

6 %

400,000

1,380

401,380

6. Property and Equipment, Net

Property and equipment, net consisted of the following:

As of December 31,

2024

2025

USD

USD

Furniture and fixtures

13,666

14,117

Computer equipment

12,689

13,108

Property and equipment

26,355

27,225

Less: Accumulated depreciation

-

(9,075 )

Property and equipment, net

26,355

18,150

Depreciation expenses for the years ended December 31, 2025 and 2024, amounted to $8,898 and nil.

F-19

Table of Contents

LIGHT ACROSS INC.

Notes to Consolidated Financial Statements

7. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following:

As of December 31,

2024

2025

USD

USD

Accrued expenses

6,202

97,553

Other payables

57,459

265,534

Interest payables

55

10,279

Total accrued Expenses and Other Current Liabilities

63,716

373,366

(i)

Other payable mainly refers to advances from individuals, which are unsecured, non-interest bearing, and repayable on demand.

8. Other Loans Payable

The Company entered into a loan agreement with an independent third party. The loan bears interest at 2% plus 3-month Euribor per annum (“the base interest rate”) and matures on 31 January 2025 and remained outstanding as of December 31, 2025 is payable on demand and the default interest is the amount of 5% above the base interest rate.

9. Subscription Received in Advance

Prior to December 31, 2025, the Company received subscription proceeds of $419,975 from certain investors in connection with a private placement of common stock. The related shares had not been issued as of December 31, 2025 and accordingly the amount was recorded as a current liability. The shares were subsequently issued in April 2026.

10. Bonds Payable

Bonds payable consisted of the following:

As of December 31,

2024

2025

USD

USD

6.0% Bond due March 2028

-

11,126

7.5% Bond due March 2028

-

29,280

9.0% Bond due March 2028

-

87,840

11.0% Bond due March 2028

-

117,120

Total bonds payable

-

245,366

Less: current portion

-

-

Non-current portion

-

245,366

F-20

Table of Contents

LIGHT ACROSS INC.

Notes to Consolidated Financial Statements

10. Bonds Payable (cont.)

On March 2, 2025, the Company completed a private debt financing through the issuance of bonds with an aggregate principal amount of EUR209,500 (approximately $245,366).

The bonds bear interest at 3% to 11% per annum and matures on March 1, 2028. The bonds are unsecured. Interest expenses are recognized using the effective interest method.

Future principal payments are as follows:

USD

For the year ending December 31,

2026

-

2027

-

2028

245,366

245,366

11. Revenue

Revenues are recognized when control of the promised services and deliverable are transferred to the Company’s clients in an amount that reflects the considerations the Company expected to be entitled to and receive in exchange of services and deliverable rendered.

During 2025, the Company was primarily engaged in business development, corporate restructuring and strategic expansion activities relating to its new energy vehicle business and did not generate operating revenue.

The following table presents the Company’s revenue disaggregated by service lines for the fiscal years ended December 31, 2025 and 2024:

For the years ended December 31,

2024

2025

USD

USD

Commercial representation and advisory services fees

80,158

-

The following table presents the Company’s revenue disaggregated by the timing of revenue recognition for the years ended December 2025 and 2024.

For the years ended December 31,

2024

2025

USD

USD

Service transferred over time

80,158

-

For the year ended December 31, 2024, revenue from one customer accounted for approximately 100% of the Company’s total revenue. The Company did not generate revenue during the year ended December 31, 2025.

F-21

Table of Contents

LIGHT ACROSS INC.

Notes to Consolidated Financial Statements

12. Selling, General and Administrative expenses

For the years ended December 31,

2024

2025

USD

USD

Selling and marketing expenses

89,817

46,447

Consultancy fees

58,827

151,539

Legal and professional fees

11,477

67,984

Others

23,983

37,020

184,104

302,990

13. Interest expenses, net

For the years ended December 31,

2024

2025

USD

USD

Interest on bonds

-

17,071

Interest on other loans payable

-

2,379

Other interest expenses

75

900

Interest income

(1 )

(1,381 )

74

18,969

14. Taxes

(a)

Income Taxes

The Company is subject to income taxes on an entity basis on income arising in or derived from the tax jurisdiction in which each entity is domiciled.

United States

The Company is incorporated in the state of Delaware and is subject to the U.S. federal corporate income tax at a statutory rate of 21%.

Germany

The Company’s subsidiary incorporated in Germany is subject to German corporate income tax at a rate of approximately 30%, including corporate income tax, solidarity surcharge and trade tax.

F-22

Table of Contents

LIGHT ACROSS INC.

Notes to Consolidated Financial Statements

14. Taxes (cont.)

Hong Kong

Under the two-tiered profit tax rate regime of Hong Kong Profits Tax, the first HK$2,000,000 (approximately $257,000) of profits of the qualifying group entity will be taxed at 8.25%, and profits above HK$2,000,000 will be taxed at 16.5%. No assessable profits were generated by the Hong Kong subsidiaries during the years ended December 31, 2025 and 2024 and therefore no Hong Kong profits tax provision was recorded.

PRC

The Company’s PRC subsidiaries are governed by the income tax laws of the PRC and the income tax provision in respect to operations in the PRC is calculated at the applicable tax rates on the taxable income for the periods based on existing legislation, interpretations and practices in respect thereof. Under the Enterprise Income Tax Laws of the PRC (the “EIT Laws”), domestic enterprises and Foreign Investment Enterprises (the “FIE”) are usually subject to a unified 25% enterprise income tax rate while preferential tax rates, tax holidays and even tax exemption may be granted on case-by-case basis.

(i)

The components of loss before income taxes are as follows:

Years ended December 31,

2024

2025

USD

USD

United States

(62,496 )

(132,166 )

Germany

-

(91,668 )

Hong Kong

(9,257 )

(425 )

PRC

(30,494 )

(96,431 )

Total

(102,247 )

(320,690 )

Considering the continuous losses before income taxes, the Company’s tax provision was zero for the periods presented.

(ii)

The following table presents a reconciliation of the differences between the statutory income tax rate and the Company’s effective income tax rate for the years ended December 31, 2025 and 2024:

Years ended December 31,

2024

2025

USD

USD

U.S. federal statutory tax rate

21.0 %

21.0 %

Foreign tax rate differential

(0.5 )

(1.2 )

Permanent differences

4.0

1.2

Tax losses expired

(0.2 )

(0.1 )

Change in valuation allowance

(24.3 )

(20.9 )

Effective income tax rate

0.0 %

0.0 %

*Permanent differences are mainly due to non-deductible expenses.

F-23

Table of Contents

LIGHT ACROSS INC.

Notes to Consolidated Financial Statements

14. Taxes (cont.)

(b)

Deferred tax assets

The Company measures deferred tax assets and liabilities based on the difference between the financial statement and tax bases of assets and liabilities at the applicable tax rates. Components of the Company’s deferred tax assets are as follows:

As of December 31,

2024

2025

USD

USD

Deferred tax assets:

Net operating loss carry-forward

154,847

349,281

Total deferred tax assets

154,847

349,281

Less: valuation allowance

(154,847 )

(349,281 )

Deferred tax assets, net

-

-

The Company recognizes deferred tax assets if it is more likely than not that those deferred tax assets will be realized.

Management reviews deferred tax assets periodically for recoverability and makes estimates and judgments regarding the expected sources of taxable income in assessing the need for a valuation allowance to reduce deferred tax assets to their estimated realizable value. Management considered all available positive and negative evidence, including cumulative losses incurred in recent years, limited operating history and uncertainty regarding future taxable income.

Realization of the Company’s deferred tax assets is dependent upon future earnings, if any, the timing and amount of which are uncertain. Based on the weight of available evidence, management concluded that it is more likely than not that the deferred tax assets will not be realized. Accordingly, the net deferred tax asserts have been fully offset by a valuation allowance as of December 31, 2025 and 2024.

The movements of the valuation allowance are as follows:

Years ended December 31,

2024

2025

USD

USD

Deferred tax assets valuation allowance movement:

Balance at the beginning of the year

5,824

154,847

Movement of addition and expiration of tax losses

149,023

194,434

Balance at end of year

154,847

349,281

The Company recorded a full valuation allowance against its deferred tax assets as management concluded that it is not more-likely-than-not that the deferred tax assets will be realized.

F-24

Table of Contents

LIGHT ACROSS INC.

Notes to Consolidated Financial Statements

15. Related party transactions

The table below sets forth the major related parties and their relationships with the Company as of December 31, 2025 and 2024, and for the years ended December 31, 2025 and 2024:

Name of related parties

Relationship with the Company

HUANG Leign Zhang

Director of the Company

HUANG Ximing

Controlling shareholder

Johnny CHEN

Beneficial shareholder

Katherine CHEN

Close family member of beneficial shareholder

Related party transactions

For the years ended December 31, 2025 and 2024, the other loan interest of $900 and $75, respectively, were paid or payable to Ms. Katherine Chen.

Amount due from related parties

As of December 31,

2024

2025

Name

Nature

USD

USD

Katherine CHEN

Over-repayment for the advances⁽ⁱ⁾

-

2,248

Total

-

2,248

Amount due to related parties

As of December 31,

2024

2025

Name

Nature

USD

USD

Katherine CHEN

Advances for operational purposes⁽ⁱ⁾

30,284

-

HUANG Leign Zhang

Advances for operational purposes⁽ⁱⁱ⁾

70,001

14,501

HUANG Ximing

Advances for operational purposes⁽ⁱⁱ⁾

14,490

33,672

Johnny CHEN

Advances for operational purposes⁽ⁱⁱ⁾

2,574

2,957

Total

117,349

51,130

i.

Due from (Due to) Ms. Katherine Chen represented advances provided by and repayments made to Ms. Katherine Chen.

As of December 31, 2024, the Company had a balance due to Ms. Katherine Chen of $30,284. Included in this balance was a loan of $30,000 bearing interest at 3% per annum, while the remaining balance was non-interest bearing. The balance was unsecured and repayable on demand.

During 2025, the $30,000 interest-bearing loan was fully repaid. As of December 31, 2025, the Company recorded a balance due from Ms. Katherine Chen of $2,248, which arose from an excess repayment of the outstanding balance. The amount was unsecured, non-interest bearing and repayable on demand.

ii.

The balances as of December 31, 2025 and 2024 represent the advances provided by related parties. These amounts were unsecured, interest-free and repayable on demand.

F-25

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LIGHT ACROSS INC.

Notes to Consolidated Financial Statements

16. Shareholders’ Equity

The Company was incorporated under the laws of the state of Delaware on July 8, 2022. The Company is authorized to issue 1,000 shares of common stock at a par value of $0.00001. The initial share capital of the Company is 1,000 shares of common stock, issued for a consideration of $0.01 in cash. As of December 31, 2025 and 2024, the Company has 1,000 shares of common stock issued and outstanding, consisting of 1,000 shares with par value of $0.00001

17. Commitments and Contingencies

Commitments

As of December 31, 2025 and 2024, the Company had neither significant financial nor capital commitment.

Contingencies

As of December 31, 2025 and 2024, the Company was not a party to any legal or administrative proceedings. The Company further concludes that there were no legal or regulatory proceedings, either individually or in the aggregate, that could have resulted in an unfavorable outcome with a material adverse effect on the Company’s results of operations, consolidated financial condition, or cash flows.

18. Subsequent Events

In accordance with ASC 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before consolidated financial statements are issued, the Company evaluated all events and transactions that occurred after December 31, 2025, up through the date the Company issued the audited consolidated financial statements.

Acquisition of Jianfeng Automobile Technology (Beijing) Co., Limited (“Jianfeng Automobile”)

On January 2, 2026, the Company entered into an acquisition agreement relating to the acquisition of Jianfeng Automobile through its indirect wholly-owned subsidiary, Tianlan Hainan, the acquisition was completed on April 1, 2026. Pursuant to the acquisition agreement, the agreed consideration for the acquisition was approximately $5.8 million in cash. Jianfeng Automobile is principally engaged in the development, engineering and technical services relating to new energy vehicles and automotive technologies in the People’s Republic of China. The acquisition is expected to strengthen the Company’s strategic position in the intelligent mobility and new energy vehicle sectors and expand its technology development capabilities.

Issuance of Common Shares

In April 2026, the Company issued common shares in connection with subscription proceeds of $419,975 received from investors prior to December 31, 2025. Such proceeds had been recorded as subscription received in advance as of December 31, 2025.

F-26

EXHIBIT 99.2

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

LIGHT ACROSS INC.

TABLE OF CONTENTS

		Page

Unaudited Consolidated Balance Sheets as of March 31, 2026 (Unaudited) and December 31, 2025		F-1

Unaudited Consolidated Statements of Operations and Comprehensive Loss for the three months ended March 31, 2026 and 2025		F-2

Unaudited Consolidated Statements of Changes in Shareholders’ Equity for the three months ended March 31, 2026 and 2025		F-3

Unaudited Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025		F-4

Notes to Unaudited Consolidated Financial Statements		F-5 – F-29

Table of Contents

LIGHT ACROSS INC.

Unaudited Consolidated Balance Sheets

	As of
	December 31,			March 31,
	2025			2026
	USD			(Unaudited) USD
Assets
Current Assets
Cash		187,358			99,372
Marketable securities		53,391			65,101
Inventories		-			302,423
Prepayments and other current assets		33,500			48,532
Due from a related party		2,248			1,623
Convertible note receivable, net		401,380			407,298
Total current assets		677,877			924,349

Non-current Assets
Property and equipment, net		18,150			16,236
Intangible assets, net		-			1,772,059
Goodwill		-			3,823,840
Total non-current assets		18,150			5,612,135

TOTAL ASSETS		696,027			6,536,484

Liabilities and shareholders’ equity
Current liabilities
Accrued expenses and other current liabilities		373,366			6,363,887
Other loans payable		51,845			51,538
Due to related parties		51,130			43,274
Subscription received in advance		419,975			461,432
Total current liabilities		896,316			6,920,131

Non-current liabilities
Bonds payable		245,366			242,421
Total non-current liabilities		245,366			242,421

TOTAL LIABILITIES		1,141,682			7,162,552

Commitments and contingencies (note 17)		-			-

Shareholders’ equity
Ordinary shares $0.00001 par value; 1,000 shares authorized, 1,000 shares issued and outstanding		-			-
Exchange reserves		(2,821	)		(8,440	)
Accumulated deficit		(442,834	)		(617,628	)

TOTAL SHAREHOLDERS’ EQUITY		(445,655	)		(626,068	)

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		696,027			6,536,484

The accompanying notes are an integral part of these consolidated financial statements.

F-1

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LIGHT ACROSS INC.

Unaudited Consolidated Statements of Operations and Comprehensive Loss (Unaudited)

	Three Months Ended March 31,
	2025			2026
	USD			USD
Revenue		-			627,818
Cost of revenue		-			(545,104	)
Gross profit		-			82,714

Operating expenses
Selling, general and administrative expenses		(7,260	)		(268,377	)
Loss from operations		(7,260	)		(268,377	)

Other income (expense), net
Interest expense, net		(2,559	)		(2,588	)
Unrealized gain on marketable securities		-			12,495
Other income		-			962
Total other income (expense), net		(2,559	)		10,869

Loss before income taxes		(9,819	)		(174,794	)
Provision for income taxes		-			-
Net Loss		(9,819	)		(174,794	)

Other comprehensive income:
Foreign currency translation adjustments		649			(5,619	)

Comprehensive loss
Comprehensive losses attributable to shareholders		(9,170	)		(180,413	)

The accompanying notes are an integral part of these consolidated financial statements.

F-2

Table of Contents

LIGHT ACROSS INC.

Unaudited Consolidated Statements of Changes in Shareholders’ Equity (Unaudited)

	Ordinary shares*				Additional paid-in		Exchange			Accumulated			Total Shareholders’
	Shares		Amount		capital		reserves			deficits			Equity
			USD		USD		USD			USD			USD
Balance as of December 31, 2024		1,000		-		-		334			(122,144	)		(121,810	)
Foreign currency translation adjustments		-		-		-		649			-			649
Net loss		-		-		-		-			(9,819	)		(9,819	)

Balance as of March 31, 2025		1,000		-		-		983			(131,963	)		(130,980	)

Balance as of December 31, 2025		1,000		-		-		(2,821	)		(442,834	)		(445,655	)
Foreign currency translation adjustments		-		-		-		(5,619	)		-			(5,619	)
Net loss		-		-		-		-			(174,794	)		(174,794	)

Balance as of March 31, 2026		1,000		-		-		(8,440	)		(617,628	)		(626,068	)

The accompanying notes are an integral part of these consolidated financial statements.

F-3

Table of Contents

LIGHT ACROSS INC.

Unaudited Consolidated Statements of Cash Flows (Unaudited)

	Three Months Ended March 31,
	2025			2026
	USD			USD
Cash flows from operating activities:
Net loss		(9,819	)		(174,794	)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest expense, net		2,559			2,588
Fair value changes in marketable securities		-			(12,495	)
Depreciation		2,198			2,308
Foreign exchange gain		(15	)		(1.912	)
Changes in operating assets and liabilities:
Inventories		-			234,317
Prepayments and other current assets		-			(14,026	)
Accounts payable		-			(485,050	)
Accrued expenses and other current liabilities		3,489			(75,130	)
Net cash (used in) / generated from operating activities		(1,588	)		(524,194	)

Cash flows from investing activities:
Acquisition of a subsidiary, net of cash acquired		-			399,439
Net cash generated from investing activities		-			399,439

Cash flows from financing activities:
Amount repaid to a director		-			(13,500	)
Amount received from controlling shareholders		498			5,685
Proceeds from capital contribution		-			41,457

Net cash provided by financing activities		498			33,642

Net decrease in cash and restricted cash		(1,090	)		(91,113	)
Effect of exchange rate changes		(1,954	)		3,127
Cash and restricted cash, beginning of period		32,215			187,358
Cash and restricted cash, end of period		29,171			99,372

The accompanying notes are an integral part of these consolidated financial statements.

F-4

Table of Contents

LIGHT ACROSS INC.

Notes to Unaudited Consolidated Financial Statements

1. Nature of Business and Organization

The Company was principally engaged in providing commercial representation and advisory services, and in design, development, testing and sales of new energy vehicles and electrical components.

Reorganization

On March 3, 2026, the Company completed a reorganization of entities under common control.

The following diagram illustrates the Company’s structure:

F-5

Table of Contents

LIGHT ACROSS INC.

Notes to Unaudited Consolidated Financial Statements

1. Nature of Business and Organization (cont.)

The accompanying consolidated financial statements reflect the activities of the Company, and each of the following entities as of March 31, 2026:

Name of subsidiaries	Place of incorporation	Date of incorporation or acquisition	Percentage of direct or indirect		Principal activities

Light Across Trading Limited (“Light Across HK”)	Hong Kong	2021-09-15		100%	Investment holding
Light Across GmbH (“Light Across Germany”)	Germany	2024-11-14		100%	Investment activities
Azure Innovation Limited (“Azure Innovation”)	Hong Kong	2021-03-15		100%	Investment holding
Tianlan New Energy Vehicle (Hainan) Co., Limited (“Tianlan Hainan”)	People’s Republic of China (“PRC”)	2021-03-31		100%	Sales of new energy vehicles
Tianlan Zhicheng New Energy Vehicle (Shanghai) Co., Limited (“Tianlan Shanghai”)	PRC	2022-11-09		100%	Sales of vehicles and car rental
Jianfeng Automobile Technology (Beijing) Co., Limited (“Jianfeng Automobile”)	PRC	2026-01-02		100%	Sales of vehicles, provision of development, engineering and technical services relating to new energy vehicles

F-6

Table of Contents

LIGHT ACROSS INC.

Notes to Unaudited Consolidated Financial Statements

2. Summary of Significant Accounting Policies

Liquidity and going concern

For the three months ended March 31, 2026 and 2025, the Company incurred net losses of $174,794 and $9,819, respectively. As of March 31, 2026, the Company has cash and cash equivalents of $99,372, accrued expenses and other current liabilities of $6,363,887 and other loans payable of $51,538. In addition, the Company has not yet generated sufficient revenues from planned operations to support its ongoing activities. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date these consolidated financial statements are issued.

Management has undertaken and continues to pursue plans to improve the Company’s liquidity and financial position. Such plans include:

generating revenue from the commencement and expansion of the Company’s operations:

raising additional capital from potential investors through equity and/or debt financings; and

Obtaining additional equity contributions and financial support from existing shareholders and related parties, as necessary.

In addition, prior to March 31, 2026, the Company received stock subscription proceeds of $461,432 from investors. The related shares were issued in April 2026.

F-7

Table of Contents

LIGHT ACROSS INC.

Notes to Unaudited Consolidated Financial Statements

2. Summary of Significant Accounting Policies (cont.)

Basis of presentation and principle of consolidation

Principles of consolidation

Use of estimates and assumptions

Segment reporting

The Company uses the management approach to determine reportable operating segments. The management approach considers the internal organization and reporting used by the Group’s Chief Operating Decision Maker (“CODM”), i.e. the Company’s chief executive officer, for making decisions, allocating resources and assessing performance. As a result of the assessment made by CODM, the Company has only one reportable segment. The CODM evaluates operating performance and allocates resources on a consolidated basis. The CODM uses net income (loss) as the primary measure of segment performance in assessing performance and allocating resources. The Company does not distinguish revenues, costs and expenses between segments in its internal reporting, but instead reports costs and expenses by nature as a whole.

F-8

Table of Contents

LIGHT ACROSS INC.

Notes to Unaudited Consolidated Financial Statements

2. Summary of Significant Accounting Policies (cont.)

Foreign currencies translation and transaction

The following table outlines the exchange rates that are used in preparing these consolidated financial statements

	As of
	December 31,		March 31,
	2025		2026

Year/ Period end spot rates
- HK$		US$1 = HK$7.7806		US$1 = HK$7.8271
- RMB		US$1 = RMB7.0467		US$1 = RMB6.8928
- EUR		US$1 = EUR0.8538		US$1 = EUR0.8642

	For the three months ended March 31,
	2025		2026

Year/Period end spot rates
- HK$		US$1 = HK$7.7806		US$1 = HK$7.8127
- RMB		US$1 = RMB7.2738		US$1 = RMB6.9271
- EUR		US$1 = EUR0.9506		US$1 = EUR0.8543

F-9

Table of Contents

LIGHT ACROSS INC.

Notes to Unaudited Consolidated Financial Statements

2. Summary of Significant Accounting Policies (cont.)

Cash

Marketable securities

Fair value of financial instruments

●

Level 1 — defined as observable inputs such as quoted prices in active markets for identical assets or liabilities;

●

Level 2 — defined as inputs other than quoted prices in active markets, that are either directly or indirectly observable; and

●

Level 3 — defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop in own assumptions.

F-10

Table of Contents

LIGHT ACROSS INC.

Notes to Unaudited Consolidated Financial Statements

2. Summary of Significant Accounting Policies (cont.)

Fair value of financial instruments

The following table presents the Company’s assets and liabilities that are measured at fair value as of March 31, 2026 and December 31, 2025:

Fair value measured as of March 31, 2026

Total at March 31, 2026

Quoted prices in active markets

(Level 1)

Significant other observable inputs

(Level 2)

Significant unobservable inputs

(Level 3)

USD

Assets

Marketable securities

Equities

65,101

Fair value measured as of December 31, 2025

Total at December 31, 2025

Quoted prices in active markets

(Level 1)

Significant other observable inputs

(Level 2)

Significant unobservable inputs

(Level 3)

USD

Assets

Marketable securities

Equities

53,391

F-11

Table of Contents

LIGHT ACROSS INC.

Notes to Unaudited Consolidated Financial Statements

2. Summary of Significant Accounting Policies (cont.)

Convertible Note Receivable

The Company evaluates the recoverability of the convertible note receivable in accordance with ASC 326 and records an allowance for expected credit losses when necessary.

Prepayments and other current assets

Prepayments made to service providers for future services. Prepayments are short-term and are reviewed periodically to determine if their carrying value has become impaired. Under this accounting guidance, the Company measures expected credit losses on its other current assets using the current expected credit loss model under ASC 326. The Company did not provided any allowance for the credit losses on prepayments and other current assets for the three months ended March 31, 2026 and year ended December 31, 2025.

Property and equipment, net

Furniture and fixtures	3 years
Computer equipment	3 years

F-12

Table of Contents

LIGHT ACROSS INC.

Notes to Unaudited Consolidated Financial Statements

2. Summary of Significant Accounting Policies (cont.)

Intangible assets, net

Purchased intangible assets are initially recognized and measured at cost upon acquisition. Intangible assets are stated at cost less accumulated amortization and impairment losses, if any. Intangible assets that have determinable lives are amortized over their estimated useful lives based upon the usage of the asset, which is approximated using a straight-line method as follows:

	Estimated Useful Life
Computer software	3 to 5 years
Patent	10 years

Business combination

The purchase price of an acquired company is allocated between tangible and intangible assets acquired and liabilities assumed from the acquired business based on their estimated fair values, with the residual of the purchase price recorded as goodwill. Transaction costs associated with business combinations are expensed as incurred and are included in general and administrative expenses in the Company’s consolidated statements of income. The results of operations of the acquired business are included in the Company’s operating results from the date of acquisition.

Goodwill

Goodwill represents the excess of the purchase consideration over the acquisition date amounts of the identifiable tangible and intangible assets acquired and liabilities assumed from the acquired entity as a result of the Company’s acquisitions of interests in its subsidiaries. Goodwill is not amortized but is tested for impairment on an annual basis, or more frequently if events or changes in circumstances indicate that it might be impaired. In accordance with ASC 350, the Company may first assess qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment test. In the qualitative assessment, the Company considers factors such as macroeconomic conditions, industry and market considerations, overall financial performance of the reporting unit, and other specific information related to the operations, business plans and strategies of the reporting unit. Based on the qualitative assessment, if it is more likely than not that the fair value of a reporting unit is less than the carrying amount, the quantitative impairment test is performed. The Company may also bypass the qualitative assessment and proceed directly to perform the quantitative impairment test.

The Company performs the quantitative impairment test by comparing the fair value of each reporting unit to its carrying amount, including goodwill. If the fair value of the reporting unit exceeds its carrying amount, goodwill is not considered to be impaired. If the carrying amount of a reporting unit exceeds its fair value, the amount by which the carrying amount exceeds the reporting unit’s fair value is recognized as impairment. Application of a goodwill impairment test requires significant management judgment, including the identification of reporting units, allocation of assets, liabilities and goodwill to reporting units, and determination of the fair value of each reporting unit

F-13

Table of Contents

LIGHT ACROSS INC.

Notes to Unaudited Consolidated Financial Statements

Revenue recognition

To achieve that core principle, the Company applies the five steps defined under Topic 606:

	1.	Identify the contract, or contracts, with the customer;

	2.	Identify the performance obligations in the contract;

	3.	Determine the transaction price;

	4.	Allocate the transaction price to the performance obligations in the contract; and

	5.	Recognize revenue when (or as) the entity satisfies a performance obligation.

The Company generates revenue primary from sales of vehicle and vehicle-related parts.

Sales of vehicle and related parts

The Company recognizes sales at the point in time when the Company transfers physical possession of the goods to the customer who accepts, an event which indicates a transfer of control of the goods. Transaction price is determined and allocated to the goods prior to their transfer to the customer.

General and administrative expenses

General and administrative expenses include salaries and of office staff, advertising, depreciation for office facility and office equipment, legal and accounting and other office expenses.

F-14

Table of Contents

LIGHT ACROSS INC.

Notes to Unaudited Consolidated Financial Statements

2. Summary of Significant Accounting Policies (cont.)

Income taxes

The Company accounts for income taxes under ASC 740, Income Taxes. Provision for income taxes consists of current taxes and deferred taxes.

Deferred tax assets are recognized for unused tax losses to the extent that it is probable that future taxable profits will be available against which they can be used. An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred. The Company recognizes interest and penalties related to uncertain tax position as income tax expense. As of March 31, 2026 and December 31, 2025, the Company had no unrecognized tax benefits and accrued no interest or penalties related to uncertain tax position.

Employee defined contribution plan

For the three months ended March 31, 2026 and 2025, employee welfare contribution expenses are $17,268 and nil, respectively.

Impairment of long-lived assets

F-15

Table of Contents

LIGHT ACROSS INC.

Notes to Unaudited Consolidated Financial Statements

2. Summary of Significant Accounting Policies (cont.)

Recent accounting pronouncements

In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures intended to enhance transparency and decision usefulness of income tax disclosures. This guidance is effective for public entities for annual periods beginning after December 15, 2024 and for annual periods beginning after December 15, 2025 for all other entities, and the guidance should be applied prospectively. The Company is permitted to early adopt and can choose to apply the guidance retrospectively. When adopted, The Company expects the guidance to have an impact on disclosures only and to not have a material effect on our financial position or results of operations. The Company is still considering if the Group will apply the standard prospectively or retrospectively.

F-16

Table of Contents

LIGHT ACROSS INC.

Notes to Unaudited Consolidated Financial Statements

2. Summary of Significant Accounting Policies (cont.)

Commitments and contingencies

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee would be disclosed.

Related parties

3. Significant Risks

1)	Interest rate risk

F-17

Table of Contents

LIGHT ACROSS INC.

Notes to Unaudited Consolidated Financial Statements

3. Significant Risks (cont.)

2)	Foreign currency risk

3)	Credit risks

The credit risk on cash and bank balances is limited because the counterparties are banks with high credit-rating assigned by international credit-rating agencies.

4)	Concentration risk

As of March 31, 2026, the Company held a convertible note receivable from Sharing Economy International Inc. (“SEII”) with a carrying value of $407,298, representing approximately 58% of the Company’s total assets.

No impairment or allowance for expected credit losses was recorded as of March 31, 2026 and December 31, 2025.

F-18

Table of Contents

LIGHT ACROSS INC.

Notes to Unaudited Consolidated Financial Statements

4. Prepayments and Other Current Assets

The prepayments and other current assets consisted of the following:

	As of
	December 31, 2025		March 31, 2026
	USD		USD
Prepaid expenses⁽ⁱ⁾		28,382		29,016
Deductible input VAT		5,118		6,686
Deposits		-		11,066
Other receivables		-		1,764
Total prepayments and other current assets		33,500		48,532

(i)	Prepaid expenses represent prepaid trademark and patent application fees.

5. Convertible Notes Receivable

Management evaluates the collectability of the convertible note receivable in accordance with ASC 326. As of March 31, 2026, management assessed the expected credit losses associated with the convertible note receivable concluded that no allowance for expected credit losses was required.

State

Mature

Interest

Principal

Accrued

Carrying

Date

Rate

Amount

Interest

Amount

SEII convertible note – current

06/30/2026

400,000

7,298

407,298

F-19

Table of Contents

LIGHT ACROSS INC.

Notes to Unaudited Consolidated Financial Statements

6. Property and Equipment, Net

Property and equipment, net consisted of the following:

	As of
	December 31, 2025			March 31, 2026
	USD			USD
Furniture and fixtures		14,117			14,432
Computer equipment		13,108			13,401
Property and equipment		27,225			27,833
Less: Accumulated depreciation		(9,075	)		(11,597	)
Property and equipment, net		18,150			16,236

Depreciation expenses for the three months ended March 31, 2026 and 2025 amounted to $2,308 and $2,198.

7. Intangible Assets, Net

Intangible assets, net consisted of the following:

	As of
	December 31, 2025		March 31, 2026
	USD		USD
Patent and software		-		1,772,059
Less: Accumulated amortization		-		-
Intangible assets, net		-		1,772,059

There are no amortization expenses for the three months ended March 31, 2026 and 2025.

F-20

Table of Contents

LIGHT ACROSS INC.

Notes to Unaudited Consolidated Financial Statements

8. Business combination and Goodwill

On January 2, 2026, the Company acquired Jianfeng Automobile Technology (Beijing) Co., Limited (“Jianfeng Automobile”) through its indirect wholly-owned subsidiary, Tianlan Hainan.

Pursuant to the acquisition agreement, control of Jianfeng Automobile was transferred to the Company effective January 2, 2026. Certain administrative registration procedures were completed on April 1, 2026. Accordingly, the results of operations and financial position of Jianfeng Automobile have been included in the Company’s consolidated financial statements beginning on January 2, 2026.

Jianfeng Automobile, a company incorporated in the PRC, is principally engaged in the development, engineering and technical services relating to new energy vehicles and automotive technologies in the People’s Republic of China. The acquisition is expected to strengthen the Company’s strategic position in the intelligent mobility and new energy vehicle sectors and expand its technology development capabilities.

Pursuant to the acquisition agreement, the agreed consideration for the acquisition was approximately $5.8 million in cash. The Company recognized separately identifiable intangible assets with an estimated fair value of approximately $1.8 million as part of the purchase price allocation. The purchase price allocation was finalized as of the acquisition date. The excess of the purchase price over the fair value of the identifiable net assets acquired was recorded as goodwill in the amount of approximately $3.8 million. Goodwill is attributable primarily to expected synergies, future technological development and market expansion opportunities arising from the acquisition. Goodwill is not amortized but is tested for impairment annually, or more frequently if events or changes in circumstances indicate that it may be impaired.

The fair values of the identifiable assets and liabilities of Jianfeng Automobile as at the date of acquisition were as follows:

	Fair value recognized on acquisition
	USD
Cash		406,906
Other current assets		545,469
Intangible assets		1,772,059
Current liabilities		(756,274	)
Total identifiable net assets at fair value		1,968,160
Goodwill		3,823,840
Total consideration		5,792,000

Goodwill arising from the acquisition was attributable to the benefit of expected synergies and future market development as of the date of acquisition. There is no impairment of goodwill being recognized during the financial year. None of the goodwill recognized is expected to be deductible for income tax purposes.

F-21

Table of Contents

LIGHT ACROSS INC.

Notes to Unaudited Consolidated Financial Statements

9. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following:

	As of
	December 31, 2025		March 31, 2026
	USD		USD
Accrued expenses		97,553		52,391
Other payables⁽ⁱ⁾		265,534		6,275,597
Interest payables		10,279		4,280
Deposit received		-		31,619
Total accrued Expenses and Other Current Liabilities		373,366		6,363,887

(i)	As of March 31, 2026, other payable consist of the unsettled investment cost of acquisition on Jianfeng Automobile in USD 5,792,000 as described in Note 8. The remaining balance mainly refers to advances from individuals, which are unsecured, non-interest bearing, and repayable on demand.

10. Other Loans Payable

The Company entered into a loan agreement with an independent third party. The loan bears interest at 2% plus 3-month Euribor per annum (“the base interest rate”) and matures on 31 January 2025 and remained outstanding as of March 31, 2026 is payable on demand and the default interest is the amount of 5% above the base interest rate.

11. Subscription Received in Advance

Prior to March 31, 2026, the Company received subscription proceeds of $461,432 from certain investors in connection with a private placement of common stock. The related shares had not been issued as of March 31, 2026 and accordingly the amount was recorded as a current liability. The shares were subsequently issued in April 2026.

F-22

Table of Contents

LIGHT ACROSS INC.

Notes to Unaudited Consolidated Financial Statements

12. Bonds Payable

Bonds payable consisted of the following:

	As of
	December 31, 2025		March 31, 2026
	USD		USD
6.0% Bond due March 2028		11,126		10,993
7.5% Bond due March 2028		29,280		28,929
9.0% Bond due March 2028		87,840		86,786
11.0% Bond due March 2028		117,120		115,713
Total bonds payable		245,366		242,421
Less: current portion		-		-
Non-current portion		245,366		242,421

On March 2, 2025, the Company completed a private debt financing through the issuance of bonds with an aggregate principal amount of EUR209,500 (approximately $242,421).

The bonds bear interest at 3% to 11% per annum and matures on March 1, 2028. The bonds are unsecured. Interest expenses are recognized using the effective interest method.

Future principal payments are as follows:

	USD
For the year ending March 31,
2026		-
2027		-
2028		242,421
		242,421

F-23

Table of Contents

LIGHT ACROSS INC.

Notes to Unaudited Consolidated Financial Statements

11. Revenue

Revenues are recognized when control of the promised goods or services is transferred to customers.

During the three months ended March 31, 2026, the Company generated revenue primarily from sales of vehicles and related parts.

The following table presents the Company’s revenue disaggregated by service lines for the three months ended March 31, 2026 and 2025:

	Three months ended March 31,
	2025		2026
	USD		USD
Sales of vehicles and related parts		-		627,818

The following table presents the Company’s revenue disaggregated by the timing of revenue recognition for the three months ended March 31, 2026 and 2025:

	Three months ended March 31,
	2025		2026
	USD		USD
Point in time		-		627,818

12. Selling, General and Administrative expenses

	Three months ended March 31,
	2025		2026
	USD		USD
Selling and marketing expenses		5,736		47,692
Consultancy fees		-		22,095
Legal and professional fees		1,524		2,006
Salaries		-		169,957
Research and development		-		26,627
		7,260		268,377

F-24

Table of Contents

LIGHT ACROSS INC.

Notes to Unaudited Consolidated Financial Statements

13. Interest expenses, net

	Three months ended March 31,
	2025		2026
	USD		USD
Interest on bonds		1,746		7,707
Interest on other loans payable		588		574
Other interest expenses		225		225
Interest income		-		(5,918	)
		2,559		2,588

14. Taxes

(a)

Income Taxes

The Company is subject to income taxes on an entity basis on income arising in or derived from the tax jurisdiction in which each entity is domiciled.

United States

The Company is incorporated in the state of Delaware and is subject to the U.S. federal corporate income tax at a statutory rate of 21%.

Germany

The Company’s subsidiary incorporated in Germany is subject to German corporate income tax at a rate of approximately 30%, including corporate income tax, solidarity surcharge and trade tax.

Hong Kong

Under the two-tiered profit tax rate regime of Hong Kong Profits Tax, the first HK$2,000,000 (approximately $257,000) of profits of the qualifying group entity will be taxed at 8.25%, and profits above HK$2,000,000 will be taxed at 16.5%. No assessable profits were generated by the Hong Kong subsidiaries during the three months ended March 31, 2026 and 2025 and therefore no Hong Kong profits tax provision was recorded.

PRC

F-25

Table of Contents

LIGHT ACROSS INC.

Notes to Unaudited Consolidated Financial Statements

14. Taxes (cont.)

(i)	The components of loss before income taxes are as follows:

	Three months ended March 31,
	2025			2026
	USD			USD
United States		(1,213	)		22
Germany		(5,068	)		3,675
Hong Kong		(1,339	)		(1,294	)
PRC		(2,199	)		(177,197	)
Total		(9,819	)		(174,794	)

Considering the continuous losses before income taxes, the Company’s tax provision was zero for the periods presented.

(ii)	The following table presents a reconciliation of the differences between the statutory income tax rate and the Company’s effective income tax rate for the three months ended March 31, 2026 and 2025:

	Three months ended March 31,
	2025			2026
	USD			USD
U.S. federal statutory tax rate		21.0	%		21.0	%
Foreign tax rate differential		(1.2	)		(1.2	)
Permanent differences		1.2			1.0
Tax losses expired		0.0			0.0
Change in valuation allowance		(21.0	)		(20.8	)
Effective income tax rate		0.0	%		0.0	%

*Permanent differences are mainly due to non-deductible expenses.

F-26

Table of Contents

LIGHT ACROSS INC.

Notes to Unaudited Consolidated Financial Statements

14. Taxes (cont.)

(b)

Deferred tax assets

	As of March 31,
	2025			2026
	USD			USD
Deferred tax assets:
Net operating loss carry-forward		159,908			524,075
Total deferred tax assets		159,908			524,075
Less: valuation allowance		(159,908	)		(524,075	)
Deferred tax assets, net		-			-

The Company recognizes deferred tax assets if it is more likely than not that those deferred tax assets will be realized.

The movements of the valuation allowance are as follows:

	Three months ended March 31,
	2025		2026
	USD		USD
Deferred tax assets valuation allowance movement:
Balance at the beginning of the year		154,847		349,281
Movement of addition and expiration of tax losses		5,061		174,794
Balance at end of period		159,908		524,075

The Company recorded a full valuation allowance against its deferred tax assets as management concluded that it is not more-likely-than-not that the deferred tax assets will be realized.

F-27

Table of Contents

LIGHT ACROSS INC.

Notes to Unaudited Consolidated Financial Statements

15. Related party transactions

The table below sets forth the major related parties and their relationships with the Company as of March 31, 2026 and December 31, 2025, and for the three-month ended March 31, 2026 and 2025:

Name of related parties		Relationship with the Company
HUANG Leign Zhang		Director of the Company
HUANG Ximing		Controlling shareholder
Johnny CHEN		Beneficial shareholder
Katherine CHEN		Close family member of beneficial shareholder

Related party transactions

For the three months ended March 31, 2026 and 2025, the other loan interest of $225 and $225, respectively, were paid or payable to Ms. Katherine Chen.

Amount due from related parties

		As of
		December 31, 2025		March 31, 2026
Name	Nature	USD		USD
Katherine CHEN	Over-repayment for the advances⁽ⁱ⁾		2,248		1,623
Total			2,248		1,623

Amount due to related parties

		As of
		December 31, 2025		March 31, 2026
Name	Nature	USD		USD
HUANG Leign Zhang	Advances for operational purposes⁽ⁱⁱ⁾		14,501		1,001
HUANG Ximing	Advances for operational purposes⁽ⁱⁱ⁾		33,672		39,334
Johnny CHEN	Advances for operational purposes⁽ⁱⁱ⁾		2,957		2,939
Total			51,130		43,274

i.	Due from Ms. Katherine Chen represented advances provided to Ms. Katherine Chen.

	Prior to 2025, the Company granted a loan of $30,000 bearing interest at 3% per annum to Ms. Katherine Chen. As of March 31, 2026 and December 31, 2025, the Company recorded a balance due from Ms. Katherine Chen of $1,623 and $2,248, which arose from an excess repayment of the outstanding balance. The amount was unsecured, non-interest bearing and repayable on demand.

ii.	The balances as of March 31, 2026 and December 31, 2025 represent the advances provided by related parties. These amounts were unsecured, interest-free and repayable on demand.

F-28

Table of Contents

LIGHT ACROSS INC.

Notes to Unaudited Consolidated Financial Statements

16. Shareholders’ Equity

The Company was incorporated under the laws of the state of Delaware on July 8, 2022. The Company is authorized to issue 1,000 shares of common stock at a par value of $0.00001. The initial share capital of the Company is 1,000 shares of common stock, issued for a consideration of $0.01 in cash. As of March 31, 2026 and December 31, 2025, the Company has 1,000 shares of common stock issued and outstanding, consisting of 1,000 shares with par value of $0.00001

17. Commitments and Contingencies

Commitments

As of March 31, 2026 and December 31, 2025, the Company had neither significant financial nor capital commitment.

Contingencies

As of March 31, 2026 and December 31, 2025, the Company was not a party to any legal or administrative proceedings. The Company further concludes that there were no legal or regulatory proceedings, either individually or in the aggregate, that could have resulted in an unfavorable outcome with a material adverse effect on the Company’s results of operations, consolidated financial condition, or cash flows.

18. Subsequent Events

In accordance with ASC 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before consolidated financial statements are issued, the Company evaluated all events and transactions that occurred after March 31, 2026, up through the date the Company issued the audited consolidated financial statements.

Issuance of Common Shares

In April 2026, the Company issued common shares in connection with subscription proceeds of $461,432 received from investors prior to March 31, 2026. Such proceeds had been recorded as subscription received in advance as of March 31, 2026.

F-29

EXHIBIT 99.3

INDEX TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

SHARING ECONOMY INTERNATIONAL INC. AND LIGHT ACROSS INC.

Page

Unaudited Pro Forma Condensed Combined Financial Information

F-2

Unaudited Pro Forma Condensed Combined Balance Sheet as of March 31, 2026

F-3

Unaudited Pro Forma Condensed Combined Statement of Operations for the Year Ended December 31, 2025

F-4

Unaudited Pro Forma Condensed Combined Statement of Operations for the Three Months Ended March 31, 2026

F-5

Notes to Unaudited Pro Forma Condensed Combined Financial Information

F-6

F-1

Table of Contents

SHARING ECONOMY INTERNATIONAL INC. AND LIGHT ACROSS INC.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined financial information gives effect to the share exchange transaction between Sharing Economy International Inc. ("SEII") and Light Across Inc. ("Light Across" or "LAI"). The unaudited pro forma condensed combined financial information has been prepared for illustrative and informational purposes only and is not intended to represent or be indicative of what the actual financial position or results of operations of the combined company would have been had the transaction occurred on the dates indicated, nor does it purport to project the future financial position or operating results of the combined company.

Pursuant to the share exchange transaction, SEII is expected to issue 4,886,950,756 shares of common stock to the former shareholders of Light Across. Immediately after giving effect to the share exchange, the combined company is expected to have 6,108,688,445 shares of common stock outstanding, based on the share count assumptions reflected in the accompanying pro forma working draft.

For accounting purposes, Light Across is expected to be treated as the accounting acquirer and SEII is expected to be treated as the legal acquirer and accounting acquiree. The transaction is expected to be accounted for as a reverse recapitalization. Accordingly, the historical financial statements of Light Across are treated as those of the continuing reporting entity, while the equity structure reflects the legal capital structure of SEII.

The unaudited pro forma condensed combined balance sheet as of March 31, 2026 gives effect to the transaction as if it had occurred on March 31, 2026. The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2025 and for the three months ended March 31, 2026 give effect to the transaction as if it had occurred on January 1, 2025.

The pro forma adjustments are based on available information and certain assumptions that management believes are reasonable. The adjustments are described in the accompanying notes and include, among other things, the issuance of SEII common shares, reverse recapitalization accounting, estimated transaction costs, elimination of the intercompany SEII note held by Light Across, reclassification of certain former related-party balances, and reclassification of Light Across subscription received in advance to equity.

The unaudited pro forma condensed combined financial information should be read together with the historical financial statements and related notes of SEII and Light Across.

F-2

Table of Contents

SHARING ECONOMY INTERNATIONAL INC. AND LIGHT ACROSS INC.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS OF MARCH 31, 2026

(Unaudited, in U.S. dollars)

SEII Historical

Light Across Historical

Pro Forma Adjustments

Pro Forma Combined

Ref.

Cash and cash equivalents

111,273

99,372

(30,000 )

180,645

C

Marketable securities

-

65,101

-

65,101

Inventories

-

302,423

-

302,423

Prepayments and other current assets

5,351

48,532

-

53,883

Due from related parties

18,046,943

1,623

(18,046,943 )

1,623

F

Due from former related parties / other receivables

-

-

18,046,943

18,046,943

F

Convertible note receivable, net

-

407,298

(407,298 )

-

E

Property and equipment, net

-

16,236

-

16,236

Intangible assets, net

-

1,772,059

-

1,772,059

Goodwill

-

3,823,840

-

3,823,840

Total assets

18,163,567

6,536,484

(437,298 )

24,262,753

C/E

Convertible notes payable

1,430,065

-

(400,000 )

1,030,065

E

Accrued expenses and other current liabilities

745,647

571,887

-

1,317,534

Accrued acquisition consideration

-

5,792,000

-

5,792,000

Other loans payable

-

51,538

-

51,538

Accrued interests on promissory notes

661,933

-

(7,298 )

654,635

E

Due to related parties

1,363,803

43,274

(1,363,803 )

43,274

F

Due to former related parties / other payables

-

-

1,363,803

1,363,803

F

Subscription received in advance

-

461,432

(461,432 )

-

G

Bonds payable

-

242,421

-

242,421

Total liabilities

4,201,448

7,162,552

(868,730 )

10,495,270

E/G

Preferred stock

3,190

-

-

3,190

B

Common stock

1,221,738

-

4,886,950

6,108,688

A/B

Additional paid-in capital

68,214,622

-

(59,932,949 )

8,281,673

B/C/G

Accumulated deficit

(55,632,476 )

(617,628 )

55,632,476

(617,628 )

B

Accumulated other comprehensive income

155,045

(8,440 )

(155,045 )

(8,440 )

B

Total stockholders' equity

13,962,119

(626,068 )

431,432

13,767,483

B/C/G

Total liabilities and stockholders' equity

18,163,567

6,536,484

(437,298 )

24,262,753

The accompanying notes are an integral part of these unaudited pro forma condensed combined financial statements.

F-3

Table of Contents

SHARING ECONOMY INTERNATIONAL INC. AND LIGHT ACROSS INC.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2025

(Unaudited, in U.S. dollars, except share and per share data)

SEII Historical

Light Across Historical

Pro Forma Adjustments

Pro Forma Combined

Ref.

Revenue

-

-

-

-

Cost of revenue

-

-

-

-

Gross profit

-

-

-

-

Selling, general and administrative expenses

(24,383 )

(302,990 )

-

(327,373 )

Loss from operations

(24,383 )

(302,990 )

-

(327,373 )

Other income (expense), net

(5 )

(17,700 )

-

(17,705 )

E

Loss before income taxes

(24,388 )

(320,690 )

-

(345,078 )

Income tax provision

-

-

-

-

Net loss

(24,388 )

(320,690 )

-

(345,078 )

C

The accompanying notes are an integral part of these unaudited pro forma condensed combined financial statements.

F-4

Table of Contents

SHARING ECONOMY INTERNATIONAL INC. AND LIGHT ACROSS INC.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2026

(Unaudited, in U.S. dollars, except share and per share data)

SEII Historical

Light Across Historical

Pro Forma Adjustments

Pro Forma Combined

Ref.

Revenue

-

627,818

-

627,818

Cost of revenue

-

(545,104 )

-

(545,104 )

Gross profit

-

82,714

-

82,714

Selling, general and administrative expenses

(89,955 )

(268,377 )

-

(358,332 )

Loss from operations

(89,955 )

(185,663 )

-

(275,618 )

Other income (expense), net

(7,375 )

10,869

-

3,494

E

Loss before income taxes

(97,330 )

(174,794 )

-

(272,124 )

Income tax provision

-

-

-

-

Net loss

(97,330 )

(174,794 )

-

(272,124 )

C

The accompanying notes are an integral part of these unaudited pro forma condensed combined financial statements.

F-5

Table of Contents

SHARING ECONOMY INTERNATIONAL INC. AND LIGHT ACROSS INC.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

1. Description of the Transaction

SEII is expected to issue 4,886,950,756 shares of common stock to the former shareholders of Light Across in exchange for 100% of the issued and outstanding equity interests of Light Across. As a result of the transaction, Light Across will become a wholly owned subsidiary of SEII. The pro forma common stock outstanding after giving effect to the transaction is 6,108,688,445 shares.

2. Basis of Presentation

The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X and is presented for informational purposes only. The unaudited pro forma condensed combined balance sheet combines the historical balance sheet information of SEII and Light Across as of March 31, 2026. The unaudited pro forma condensed combined statements of operations combine the historical results of SEII and Light Across for the year ended December 31, 2025 and the three months ended March 31, 2026.

3. Accounting Treatment

The transaction is expected to be accounted for as a reverse recapitalization. Under this method of accounting, Light Across is treated as the accounting acquirer and SEII is treated as the legal acquirer and accounting acquiree. The transaction is accounted for as the equivalent of Light Across issuing equity for the net assets of SEII, accompanied by a recapitalization. No goodwill or other intangible assets are expected to be recognized as a result of the reverse recapitalization.

4. Pro Forma Adjustments

Ref.

Description

A

Reflects the issuance of 4,886,950,756 shares of SEII common stock to the former shareholders of Light Across pursuant to the share exchange transaction.

B

Reflects reverse recapitalization accounting. Historical SEII equity is recapitalized and the accumulated deficit and accumulated other comprehensive income of the pro forma combined company reflect those of Light Across as the accounting acquirer. Additional paid-in capital is calculated as a balancing amount.

C

Reflects estimated RTO transaction costs of $30,000, consisting of legal fees of $25,000 and audit fees of $5,000, treated as a reduction of cash and additional paid-in capital. These costs are not reflected in the pro forma statements of operations because they are assumed to be non-recurring and directly attributable to the reverse recapitalization transaction.

D

Reflects the impact of the share exchange on basic and diluted loss per share. Because the combined company is in a loss position for the periods presented, diluted loss per share equals basic loss per share.

E

Reflects the elimination of Light Across's convertible note receivable from SEII against SEII's corresponding convertible note payable and accrued interest payable. The balance eliminated consisted of $400,000 principal and $7,298 accrued interest.

F

Reflects the reclassification of SEII balances previously presented as due from related parties and due to a related party to former related-party / other receivable-payable captions because management expects those counterparties will not be related parties of the combined company following the share exchange. The reclassification does not represent settlement, forgiveness, waiver or write-off of such balances.

G

Reflects the reclassification of Light Across subscription received in advance of $461,432 to equity. The related Light Across shares were issued in April 2026.

5. Pro Forma Loss Per Share

Year Ended

December 31, 2025

Three Months Ended March 31, 2026

Pro forma net loss

(345,078 )

(272,124 )

Pro forma weighted average common shares - basic and diluted

6,108,688,445

6,108,688,445

Pro forma basic and diluted loss per share

(0.0001 )

(0.0000 )

6. Former Related-Party Balances

Certain balances previously presented by SEII as due from related parties and due to a related party have been reclassified in the unaudited pro forma condensed combined balance sheet to due from former related parties / other receivables and due to former related parties / other payables, respectively. Management expects that the counterparties to these balances will not be related parties of the combined company following the share exchange. The reclassification does not reflect a settlement, waiver, forgiveness or write-off of such balances and has no impact on pro forma total assets, total liabilities, stockholders' equity or results of operations.

F-6

		Page

Report of Independent Registered Public Accounting Firm – Privatco CPA Limited (PCAOB ID: 7401)		F-1

Consolidated Balance Sheets as of December 31, 2025 and 2024		F-2

Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2025 and 2024		F-3

Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2025 and 2024		F-4

Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024		F-5

Notes to Consolidated Financial Statements for the years ended December 31, 2025 and 2024		F-6 – F-26

	As of December 31,
	2024			2025
	USD			USD
Assets
Current Assets
Cash		32,215			187,358
Marketable securities		51,911			53,391
Prepayments and other current assets		663			33,500
Due from a related party		-			2,248
Convertible note receivable, net		-			401,380
Total current assets		84,789			677,877

Non-current Assets
Property and equipment, net		26,355			18,150
Total non-current assets		26,355			18,150

TOTAL ASSETS		111,144			696,027

Liabilities and shareholders’ equity
Current liabilities
Accrued expenses and other current liabilities		63,716			373,366
Other loans payable		51,889			51,845
Due to related parties		117,349			51,130
Subscription received in advance		-			419,975
Total current liabilities		232,954			896,316

Non-current liabilities
Bonds payable		-			245,366
Total non-current liabilities		-			245,366

TOTAL LIABILITIES		232,954			1,141,682

Commitments and contingencies (note 17)		-			-

Shareholders’ equity
Ordinary shares $0.00001 par value; 1,000 shares authorized, 1,000 shares issued and outstanding		-			-
Exchange reserves		334			(2,821	)
Accumulated deficit		(122,144	)		(442,834	)

TOTAL SHAREHOLDERS’ EQUITY		(121,810	)		(445,655	)

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		111,144			696,027

	For the years ended
	December 31,
	2024			2025
	USD			USD
Revenue		80,158			-

Operating expenses
Selling, general and administrative expenses		(184,104	)		(302,990	)
Loss from operations		(103,946	)		(302,990	)

Other income (expense), net
Interest expense, net		(74	)		(18,969	)
Unrealized gain on marketable securities		-			1,269
Other income		1,773			-
Total other income (expense), net		1,699			(17,700	)

Loss before income taxes		(102,247	)		(320,690	)
Provision for income taxes		-			-
Net Loss		(102,247	)		(320,690	)

Other comprehensive income:
Foreign currency translation adjustments		334			(3,155	)

Comprehensive loss
Comprehensive losses attributable to shareholders		(101,913	)		(325,225	)

	As of December 31,
	2024		2025

Year end spot rates
- HK$		US$1 = HK$7.7741		US$1 = HK$7.7806
- RMB		US$1 = RMB7.2793		US$1 = RMB7.0467
- EUR		US$1 = EUR0.9543		US$1 = EUR0.8538

·	Brand promotion and market development activities;
·	Customer acquisition and business networking support
·	Organization of user community and promotional events;
·	Marketing and sales strategy consulting;
·	Local channel and agency selection support; and
·	Regulatory and market intelligence advisory services.

	USD
For the year ending December 31,
2026		-
2027		-
2028		245,366
		245,366

	For the years ended December 31,
	2024		2025
	USD		USD
Commercial representation and advisory services fees		80,158		-

	Years ended December 31,
	2024			2025
	USD			USD
United States		(62,496	)		(132,166	)
Germany		-			(91,668	)
Hong Kong		(9,257	)		(425	)
PRC		(30,494	)		(96,431	)
Total		(102,247	)		(320,690	)

Amount due from related parties
		As of December 31,
		2024		2025
Name	Nature	USD		USD
Katherine CHEN	Over-repayment for the advances⁽ⁱ⁾		-		2,248
Total			-		2,248

i.	Due from (Due to) Ms. Katherine Chen represented advances provided by and repayments made to Ms. Katherine Chen.

	As of December 31, 2024, the Company had a balance due to Ms. Katherine Chen of $30,284. Included in this balance was a loan of $30,000 bearing interest at 3% per annum, while the remaining balance was non-interest bearing. The balance was unsecured and repayable on demand.

	During 2025, the $30,000 interest-bearing loan was fully repaid. As of December 31, 2025, the Company recorded a balance due from Ms. Katherine Chen of $2,248, which arose from an excess repayment of the outstanding balance. The amount was unsecured, non-interest bearing and repayable on demand.

ii.	The balances as of December 31, 2025 and 2024 represent the advances provided by related parties. These amounts were unsecured, interest-free and repayable on demand.

	Page
Unaudited Pro Forma Condensed Combined Financial Information	F-2
Unaudited Pro Forma Condensed Combined Balance Sheet as of March 31, 2026	F-3
Unaudited Pro Forma Condensed Combined Statement of Operations for the Year Ended December 31, 2025	F-4
Unaudited Pro Forma Condensed Combined Statement of Operations for the Three Months Ended March 31, 2026	F-5
Notes to Unaudited Pro Forma Condensed Combined Financial Information	F-6

	SEII Historical			Light Across Historical			Pro Forma Adjustments			Pro Forma Combined			Ref.
Cash and cash equivalents		111,273			99,372			(30,000	)		180,645		C
Marketable securities		-			65,101			-			65,101
Inventories		-			302,423			-			302,423
Prepayments and other current assets		5,351			48,532			-			53,883
Due from related parties		18,046,943			1,623			(18,046,943	)		1,623		F
Due from former related parties / other receivables		-			-			18,046,943			18,046,943		F
Convertible note receivable, net		-			407,298			(407,298	)		-		E
Property and equipment, net		-			16,236			-			16,236
Intangible assets, net		-			1,772,059			-			1,772,059
Goodwill		-			3,823,840			-			3,823,840
Total assets		18,163,567			6,536,484			(437,298	)		24,262,753		C/E
Convertible notes payable		1,430,065			-			(400,000	)		1,030,065		E
Accrued expenses and other current liabilities		745,647			571,887			-			1,317,534
Accrued acquisition consideration		-			5,792,000			-			5,792,000
Other loans payable		-			51,538			-			51,538
Accrued interests on promissory notes		661,933			-			(7,298	)		654,635		E
Due to related parties		1,363,803			43,274			(1,363,803	)		43,274		F
Due to former related parties / other payables		-			-			1,363,803			1,363,803		F
Subscription received in advance		-			461,432			(461,432	)		-		G
Bonds payable		-			242,421			-			242,421
Total liabilities		4,201,448			7,162,552			(868,730	)		10,495,270		E/G
Preferred stock		3,190			-			-			3,190		B
Common stock		1,221,738			-			4,886,950			6,108,688		A/B
Additional paid-in capital		68,214,622			-			(59,932,949	)		8,281,673		B/C/G
Accumulated deficit		(55,632,476	)		(617,628	)		55,632,476			(617,628	)	B
Accumulated other comprehensive income		155,045			(8,440	)		(155,045	)		(8,440	)	B
Total stockholders' equity		13,962,119			(626,068	)		431,432			13,767,483		B/C/G
Total liabilities and stockholders' equity		18,163,567			6,536,484			(437,298	)		24,262,753

Ref.		Description
A		Reflects the issuance of 4,886,950,756 shares of SEII common stock to the former shareholders of Light Across pursuant to the share exchange transaction.

B		Reflects reverse recapitalization accounting. Historical SEII equity is recapitalized and the accumulated deficit and accumulated other comprehensive income of the pro forma combined company reflect those of Light Across as the accounting acquirer. Additional paid-in capital is calculated as a balancing amount.

C		Reflects estimated RTO transaction costs of $30,000, consisting of legal fees of $25,000 and audit fees of $5,000, treated as a reduction of cash and additional paid-in capital. These costs are not reflected in the pro forma statements of operations because they are assumed to be non-recurring and directly attributable to the reverse recapitalization transaction.

D		Reflects the impact of the share exchange on basic and diluted loss per share. Because the combined company is in a loss position for the periods presented, diluted loss per share equals basic loss per share.

E		Reflects the elimination of Light Across's convertible note receivable from SEII against SEII's corresponding convertible note payable and accrued interest payable. The balance eliminated consisted of $400,000 principal and $7,298 accrued interest.

F		Reflects the reclassification of SEII balances previously presented as due from related parties and due to a related party to former related-party / other receivable-payable captions because management expects those counterparties will not be related parties of the combined company following the share exchange. The reclassification does not represent settlement, forgiveness, waiver or write-off of such balances.

G		Reflects the reclassification of Light Across subscription received in advance of $461,432 to equity. The related Light Across shares were issued in April 2026.

	Year Ended December 31, 2025			Three Months Ended March 31, 2026
Pro forma net loss		(345,078	)		(272,124	)
Pro forma weighted average common shares - basic and diluted		6,108,688,445			6,108,688,445
Pro forma basic and diluted loss per share		(0.0001	)		(0.0000	)