Exhibit 10.1

DIRECTOR AGREEMENT

This DIRECTOR AGREEMENT is made as of [·] [·], 202[·] (the “Agreement”), by and between BILI Social International, Inc. fka Allied Energy, Inc., a Florida corporation (the “Company”), and [·], an individual with an address of [·] (the “Director”).

WHEREAS, the Director was appointed to serve as a member of the Board of Directors of the Company (the “Board”) on [·] [·], 20[·], and the Company desires to enter into an agreement with the Director with respect to their service as a member of the Board; and

WHEREAS, the Director is willing to serve the Company on the terms set forth herein and in accordance with the provisions of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto agree as follows:

1. Position. The Director hereby agrees to serve as a member of the Board, upon the terms and conditions hereinafter set forth, provided, however, that the Director’s continued service on the Board after the next annual stockholders’ meeting shall be subject to approval by the Company’s stockholders.

2. Duties.

(a) During the Directorship Term (as defined herein), the Director shall make reasonable business efforts to attend all Board meetings, serve on appropriate subcommittees as reasonably requested by the Board, make himself available to the Company at mutually convenient times and places, attend external meetings and presentations, as appropriate and convenient, and perform such duties, services and responsibilities, and have the authority commensurate to such position.

(b) The Director will use their best efforts to promote the interests of the Company. The Company recognizes that the Director (i) is or may become a full-time executive employee of another entity and that their responsibilities to such entity must have priority and (ii) sits or may sit on the board of directors of other entities. Notwithstanding the same, the Director will use reasonable business efforts to coordinate their respective commitments so as to fulfill their obligations to the Company and, in any event, will fulfill their legal obligations as a Director. Other than as set forth above, the Director will not, without the prior notification to the Board, engage in any other business activity which could materially interfere with the performance of their duties, services and responsibilities hereunder or which is in violation of the reasonable policies established from time to time by the Company, provided that the foregoing shall in no way limit their activities on behalf of (i) any current employer and its affiliates or (ii) the board of directors of any entities on which he currently sits. At such time as the Board receives such notification, the Board may require the resignation of the Director if it determines that such business activity does in fact materially interfere with the performance of the Director’s duties, services and responsibilities hereunder.

3. Compensations.

(a) Equity Compensation. The Director shall be eligible to receive restricted shares of the Company’s common stock equal to an annual value of $100,000, vested in equal quarterly installments and payable at the end of each completed fiscal quarter based upon the market price on the date of issuance. All shares issued shall vest immediately upon issuance. Upon Company’s adoption of equity incentive plan the Director shall cease to receive common stock shares and rather shall be eligible to receive an annual option grant equal to $100,000 exercisable for a term of five (5) years, issued subject to the terms and provisions of the Company’s then in effect equity incentive plan vesting in quarterly installments or more frequently as deemed advisable by the plan administrator or officers of the Company for administrative or other reasons.

(b) Cash Compensation. The Director shall receive a director fee of $2,000 per fiscal quarter payable within five business days of the end of each fiscal quarter in which the Director serves during the Directorship Term.

(c) Independent Contractor. The Director’s status during the Directorship Term shall be that of an independent contractor and not, for any purpose, that of an employee or agent with authority to bind the Company in any respect. All payments and other consideration made or provided to the Director under this Section 3 shall be made or provided without withholding or deduction of any kind, and the Director shall assume sole responsibility for discharging all tax or other obligations associated therewith.

(d) Expense Reimbursements. During the Directorship Term, the Company shall reimburse the Director for (i) all reasonable out-of-pocket expenses incurred by the Director in attending any in-person meetings, provided that the Director complies with the generally applicable policies, practices and procedures of the Company for submission of expense reports, receipts or similar documentation of such expenses, and (ii) any costs associated with filings required to be made by the Director or any of the entities managed or controlled by Director to report beneficial ownership or the acquisition or disposition of securities of the Company. Any reimbursements for allocated expenses (as compared to out-of-pocket expenses of the Director in excess of $2,500) must be approved in advance by the Company.

4. Directorship Term. The “Directorship Term,” as used in this Agreement, shall mean the period commencing on the date hereof and terminating on the earlier of the date of the next annual stockholders meeting and the earliest of the following to occur:

(a) the death of the Director;

(b) the termination of the Director from their membership on the Board by the mutual agreement of the Company and the Director;

(c) the removal of the Director from the Board by the majority stockholders of the Company; and

(d) the resignation by the Director from the Board.

5. Director’s Representation and Acknowledgment. The Director represents to the Company that their execution and performance of this Agreement shall not be in violation of any agreement or obligation (whether or not written) that he may have with or to any person or entity, including without limitation, any prior or current employer. The Director hereby acknowledges and agrees that this Agreement (and any other agreement or obligation referred to herein) shall be an obligation solely of the Company, and the Director shall have no recourse whatsoever against any officer, director, employee, stockholder, representative or agent of the Company or any of their respective affiliates with regard to this Agreement.

6. Director Covenants.

(a) Unauthorized Disclosure. The Director agrees and understands that in the Director’s position with the Company, the Director has been and will be exposed to and receive information relating to the confidential affairs of the Company, including, but not limited to, technical information, business and marketing plans, strategies, customer information, other information concerning the Company’s products, services, promotions, development, financing, expansion plans, business policies and practices, and other forms of information considered by the Company to be confidential, and proprietary and in the nature of trade secrets. The Director agrees that during the Directorship Term and thereafter, the Director will keep such information confidential and will not disclose such information, either directly or indirectly, to any third person or entity without the prior written consent of the Company; provided, however, that (i) the Director shall have no such obligation to the extent such information is or becomes publicly known or generally known in the Company’s industry other than as a result of the Director’s breach of their obligations hereunder and (ii) the Director may, after giving prior notice to the Company to the extent practicable under the circumstances, disclose such information to the extent required by applicable laws or governmental regulations or judicial or regulatory process. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Directorship Term, the Director will promptly return to the Company and/or destroy at the Company’s direction all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data, other product or document, and any summary or compilation of the foregoing, in whatever form, including, without limitation, in electronic form, which has been produced by, received by or otherwise submitted to the Director in the course or otherwise as a result of the Director’s position with the Company during or prior to the Directorship Term, provided that the Company shall retain such materials and make them available to the Director if requested by him in connection with any litigation against the Director under circumstances in which (i) the Director demonstrates to the reasonable satisfaction of the Company that the materials are necessary to their defense in the litigation and (ii) the confidentiality of the materials is preserved to the reasonable satisfaction of the Company.

(b) Non-Solicitation. During the Directorship Term and for a period of three (3) years thereafter, the Director shall not interfere with the Company’s relationship with, or endeavor to entice away from the Company, any person who, on the date of the termination of the Directorship Term and/or at any time during the one year period prior to the termination of the Directorship Term, was an employee or customer (including those reasonably expected to be a customer) of the Company or otherwise had a material business relationship with the Company.

(c) Insider Trading Guidelines.  Director agrees to execute the Company’s Insider Trading Guidelines as may be adopted from time to time.

(c) Remedies. The Director agrees that any breach of the terms of this Section 6 would result in irreparable injury and damage to the Company for which the Company would have no adequate remedy at law. The Director therefore also agrees that in the event of said breach or any threat of breach, the Company shall be entitled to an immediate injunction and restraining order to prevent such breach and/or threatened breach and/or continued breach by the Director and/or any and all entities acting for and/or with the Director, without having to prove damages or paying a bond, in addition to any other remedies to which the Company may be entitled at law or in equity. The terms of this paragraph shall not prevent the Company from pursuing any other available remedies for any breach or threatened breach hereof, including, but not limited to, the recovery of damages from the Director. The Director acknowledges that the Company would not have entered into this Agreement had the Director not agreed to the provisions of this Section 6.

(d) The provisions of this Section 6 shall survive any termination of the Directorship Term, and the existence of any claim or cause of action by the Director against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of the covenants and agreements of this Section 6.

7. Indemnification.  The Company agrees to indemnify the Director for his activities as a member of the Board to the fullest extent permitted under applicable law and shall use its best efforts to maintain Directors and Officers Insurance benefitting the Board.

8. Non-Waiver of Rights. The failure to enforce at any time the provisions of this Agreement or to require at any time performance by the other party hereto of any of the provisions hereof shall in no way be construed to be a waiver of such provisions or to affect either the validity of this Agreement or any part hereof, or the right of either party hereto to enforce each and every provision in accordance with its terms. No waiver by either party hereto of any breach by the other party hereto of any provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions at that time or at any prior or subsequent time.

9. Notices. Every notice relating to this Agreement shall be in writing and shall be given by personal delivery, overnight delivery or by registered or certified mail, postage prepaid, return receipt requested; to:

If to the Company:

BILI Social International, Inc.

625 Broad Street

2nd Floor, Suite 240

Newark, New Jersey 07102

Attn: Chief Financial Officer

888-458-2454

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

Corporate Securities Legal LLP

650 Town Center Drive, Suite 680

Costa Mesa, CA 92626Attn: Jessica M. Lockett, Esq.

Telephone: (949) 752-1100

If to the Director:

[·]

[·]

[·]

Telephone: [·]

Either of the parties hereto may change their address for purposes of notice hereunder by giving notice in writing to such other party pursuant to this Section 9.

10. Binding Effect/Assignment. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, personal representatives, estates, successors (including, without limitation, by way of merger) and assigns, as applicable. Notwithstanding the provisions of the immediately preceding sentence, neither the Director nor the Company shall assign all or any portion of this Agreement without the prior written consent of the other party.

11. Entire Agreement. This Agreement (together with the other agreements referred to herein) sets forth the entire understanding of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, written or oral, between them as to such subject matter.

12. Severability. If any provision of this Agreement, or any application thereof to any circumstances, is invalid, in whole or in part, such provision or application shall to that extent be severable and shall not affect other provisions or applications of this Agreement.

13. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without reference to the principles of conflict of laws. All actions and proceedings arising out of or relating to this Agreement shall be heard and determined in any court in Miami-Dade County, Florida and the parties hereto hereby consent to the jurisdiction of such courts in any such action or proceeding; provided, however, that neither party shall commence any such action or proceeding unless prior thereto the parties have in good faith attempted to resolve the claim, dispute or cause of action which is the subject of such action or proceeding through mediation by an independent third party.

14. Legal Fees. The parties hereto agree that the non-prevailing party in any dispute, claim, action or proceeding between the parties hereto arising out of or relating to the terms and conditions of this Agreement or any provision thereof (a “Dispute”), shall reimburse the prevailing party for reasonable attorney’s fees and expenses incurred by the prevailing party in connection with such Dispute; provided, however, that the Director shall only be required to reimburse the Company for its fees and expenses incurred in connection with a Dispute if the Director’s position in such Dispute was found by the court, arbitrator or other person or entity presiding over such Dispute to be frivolous or advanced not in good faith.

15. Modifications. Neither this Agreement nor any provision hereof may be modified, altered, amended or waived except by an instrument in writing duly signed by the party to be charged.

16. Tense and Headings. Whenever any words used herein are in the singular form, they shall be construed as though they were also used in the plural form in all cases where they would so apply. The headings contained herein are solely for the purposes of reference, are not part of this Agreement and shall not in any way affect the meaning or interpretation of this Agreement.

17. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

[-Signature Page Follows-]

IN WITNESS WHEREOF, the Company has caused this Director Agreement to be executed by authority of its Board of Directors, and the Director has hereunto set their hand, on the day and year first above written.

Exhibit 14.1

BILI SOCIAL INTERNATIONAL, INC.

CODE OF ETHICS

Effective as of June 9, 2026

Introduction

This Code of Ethics (this “Code”) covers a wide range of business practices and procedures. It does not cover every issue that may arise, but it sets out basic principles to guide the directors, officers and employees of BILI Social International, Inc. and its subsidiaries (collectively, the “Company,” “we,” us” or “our”). All employees, including executive officers, and members of the Board of Directors of the Company (the “Board”), are expected to adhere to the principles and procedures set forth in this Code that apply to them. All Company directors, officers, and employees should conduct themselves accordingly and seek to avoid even the appearance of improper behavior in any way relating to the Company. As a public company, we have a responsibility to ensure that our filings with the U.S. Securities and Exchange Commission (the “SEC”) and other public communications are timely and accurate. Accordingly, we expect our directors, officers, and other employees to take this responsibility seriously and act in accordance with the highest standards of personal and professional integrity in all aspects of their work. In appropriate circumstances, this Code should also be provided to and followed by the Company’s agents and representatives, including consultants.

Any director or officer who has any questions about this Code should consult with the Chief Executive Officer or the Chief Financial Officer of the Company as appropriate in the circumstances. If an employee has any questions about this Code, the employee should consult with his or her manager, supervisor, or Human Resources as appropriate in the situation.

This Code was adopted by the Board and is intended to deter wrongdoing and to promote the following:

Obeying the law, both in letter and in spirit, is the foundation on which the Company’s ethical standards are built. All directors, officers, and employees should respect and obey all laws, rules, and regulations applicable to the business and operations of the Company. Although directors, officers, and employees are not expected to know all of the details of these laws, rules, and regulations, it is important to know enough to determine when to seek advice from managers, supervisors, officers, legal, or other appropriate Company personnel.

A “conflict of interest” exists when an individual’s private interest interferes in any way – or even appears to conflict – with the interests of the Company. Conflicts of interest should be avoided whenever possible. Conflicts of interest may arise when a director, officer, or employee takes actions or has interests that make it difficult to perform his or her work on behalf of the Company in an objective and effective manner. In most cases, anything that would constitute a conflict for a director, officer or employee also would present a conflict if it is related to a member of his or her family. Conflicts of interest may also arise when a director, officer, or employee, or a member of his or her family, receives improper personal benefits as a result of his or her position with the Company. Loans by the Company to, or guarantees by the Company of obligations of, employees or their family members are of special concern and could constitute improper personal benefits to the recipients of such loans or guarantees, depending on the facts and circumstances. Loans by the Company to, or guarantees by the Company of obligations of, any director or officer or their family members are expressly prohibited.

Service to the Company should never be subordinated to personal gain or advantage. In particular, clear conflicts of interest involving directors, officers, and employees who occupy supervisory positions or who have discretionary authority in dealing with any third party may include the following:

It is almost always a conflict of interest for a Company officer or employee to work simultaneously for a competitor, customer, or supplier. No officer or employee may work for a competitor as a consultant or board member. The best policy is to avoid any direct or indirect business connection with the Company’s customers, suppliers, and competitors, except on the Company’s behalf.

Financial interests in other companies, including potential competitors and suppliers, that are passive investments, are not significant (less than 5%) and do not involve active management of the other entity will not be considered a conflict of interest for the purposes of this Code.

Conflicts of interest may not always be clear-cut and further review and discussions may be appropriate. Any director or officer who becomes aware of a conflict of interest or a material transaction or relationship that could reasonably be expected to give rise to a conflict of interest should bring it to the attention of the Chief Executive Officer or the Chief Financial Officer of the Company as appropriate in the circumstances. Directors and officers must seek determinations and prior authorizations or approvals of potential conflicts of interest exclusively from the Audit Committee of the Company (the “Audit Committee”). Any employee who becomes aware of a conflict or potential conflict should bring it to the attention of a manager, supervisor, Human Resources, or other appropriate personnel.

Directors, officers, and employees who have access to confidential information relating to the Company are not permitted to use or share that information for stock trading purposes (including the purchase or sale of the Company’s stock) or for any other purpose except the conduct of the Company’s business. Furthermore, directors, officers and employees are prohibited from trading in the securities of other companies who are peers, competitors, participants in the Company’s industry, or companies with whom the Company has a commercial relationship, or with whom the Company is negotiating transactions or exploring the possibility of establishing a commercial relationship, on the basis of information obtained while working for the Company.

All non-public information about the Company should be considered confidential information. To use nonpublic information for personal financial benefit or to “tip” others who might make an investment decision on the basis of this information is not only unethical and against Company policy but is also illegal. Directors, officers, and employees also should comply with the Company’s Insider Trading Policy and all other such standards and procedures adopted by the Company. If a question arises, the director, officer, or employee should consult with the Chief Executive Officer or the Chief Financial Officer.

The Company seeks to compete in a fair and honest manner. The Company seeks competitive advantages through superior performance rather than through unethical or illegal business practices. Stealing proprietary information, possessing trade secret information that was obtained without the owner’s consent, or inducing such disclosures by past or present employees of other companies is prohibited. Each director, officer, and employee should endeavor to respect the rights of and deal fairly with the Company’s customers, suppliers, service providers, competitors, and employees. No director, officer, or employee should take unfair advantage of anyone relating to the Company’s business or operations through manipulation, concealment, or abuse of privileged information, misrepresentation of material facts, or any unfair dealing practice.

The Company is committed to complying with the highest ethical standards, including anti-bribery and anticorruption obligations. As such, each director, officer, and employee shall not solicit, receive, give, or offer bribes, kickbacks, inappropriate gifts or engage in other corrupt practices to obtain or maintain business or favors. In particular, the Company’s directors, officers, and employees shall not authorize, provide, promise, or offer to provide anything of value to a third party for the purpose or with the intent of improperly influencing his or her decisions or improperly performing his or her functions. For the purposes of this Code, a “third party” includes customers, vendors, suppliers, agents, distributors, developers, local or foreign governments, agencies, political organizations, political candidates, etc. No Company directors, officers, or employees, shall request, agree to receive, or accept money or anything of value with the intent of being influenced in the performance of their functions.

The U.S. Foreign Corrupt Practices Act prohibits giving anything of value, directly or indirectly, to officials of foreign governments or foreign political candidates in order to obtain or retain business. It is strictly prohibited to make illegal payments to government officials of any country.

In addition, the U.S. government has a number of laws and regulations regarding business gratuities that may be accepted by U.S. government personnel. The promise, offer, or delivery to an official or employee of the U.S. government of a gift, favor, or other gratuity in violation of these rules would not only violate Company policy but could also be a criminal offense. State and local governments, as well as foreign governments, may have similar rules.

Personal gifts and entertainment offered by fellow employees or persons doing commercial business with the Company may be accepted when offered in the ordinary and normal course of the business relationship. However, the frequency and value of any such gifts or entertainment may not be so excessive that your ability to exercise independent judgment on behalf of the Company is or may appear to be compromised. Accordingly, if you receive or are offered a gift that you believe to have a value in excess of the lesser of (i) 1% of your annual base compensation and (ii) $1000 (USD) in amount (or if in another currency, an amount equivalent to $1000 (USD)), or entertainment that is in excess of usual and customary levels, by any fellow employee or person providing or offering goods or services to the Company, you must promptly disclose the same to your supervisor who will advise you in writing whether the gift or entertainment is proper, based upon the standards set out in this Code. Any gift or entertainment determined to be improper must be returned, reimbursed or refused by you.

All of the Company’s books, records, accounts, and financial statements must be maintained in reasonable detail, must appropriately reflect the Company’s transactions, and must conform both to applicable legal requirements and to the Company’s system of internal controls. Unrecorded or “off the books” funds or assets should not be maintained unless permitted by applicable law or regulation.

Business records and communications often become public, and the Company and its officers and employees in their capacity with the Company should avoid exaggeration, derogatory remarks, guesswork, or inappropriate characterizations of people and companies that can be misunderstood. This applies equally to e-mail, internal memos, and formal reports. The Company’s records should always be retained or destroyed according to the Company’s record retention policies. In accordance with those policies, in the event of litigation or governmental investigation, directors, officers, and employees should consult with the Company’s Chief Financial Officer or Chief Executive Officer before taking any action because it is critical that any impropriety or possible appearance of impropriety be avoided.

Many officers and employees regularly use business expense accounts, which must be documented and recorded accurately. If an officer or employee is not sure whether a certain expense is legitimate, the employee should ask his or her supervisor or the Chief Financial Officer. Rules and guidelines are available from the Company’s Accounting Department.

Directors, officers, and employees must maintain the confidentiality of confidential information entrusted to them by the Company or its customers, suppliers, joint venture partners, or others with whom the Company is conducting or considering conducting business or other transaction except when disclosure is authorized by an executive officer or required or mandated by laws or regulations. Confidential information includes all non-public information that might be useful or helpful to competitors or harmful to the Company or its customers and suppliers, if disclosed. It also includes information that suppliers and customers have entrusted to the Company. The obligation to preserve confidential information continues even after employment ends.

Nothing in this Code prohibits employees from (i) reporting possible violations of law or regulation to, or communicating with or testifying before, any governmental agency or entity, including but not limited to (A) the U.S. Department of Justice, the SEC, the U.S. Congress, and any U.S. agency Inspector General, and (B) similar competent authorities in any non-U.S. jurisdiction, to the extent that any such authority has specific power under applicable law to receive or request the relevant information, (ii) making other disclosures that are protected under the whistleblower provisions of federal, state or local law or regulation, or (iii) disclosing information about wages or working conditions that is not proprietary Company information. Employees do not need the Company’s prior authorization to make any such reports or disclosures and they are not required to notify the Company that they have made such reports or disclosures. Furthermore, nothing in this Code prohibits or limits employees from reporting possible violations to the Company in accordance with the Company’s Whistleblower Policy.

Employees have a duty to protect confidential information and to take precautions before sharing it with anyone, inside or outside the workplace. Employees should not share confidential information with friends or family or discuss it in places where others could learn that information. Employees also should not access or use confidential information or disclose it to fellow employees who are not involved in providing services to the owner of the information, unless the employee is authorized and legally permitted to do so. Finally, employees should not send confidential information, including internal information, to third parties.

During the course of employment at the Company, employees may have access to confidential, personal, or proprietary information that requires safeguarding. Employees must follow applicable privacy and data security laws and the Company’s privacy and security policies when handling sensitive personal or proprietary information.

The Company is committed to maintaining the privacy and security of its employees’ personal information. The Company will collect, transmit, disclose, or use employee personal information or data only in compliance with local law and only for legitimate business purposes. Safeguarding personal information about individuals includes maintain the confidentiality of names, ages, nationalities, bank account information, criminal history and similar matters.

All directors, officers, and employees should endeavor to protect the Company’s assets and ensure their efficient use. Theft, carelessness, and waste have a direct impact on the Company’s profitability. Any suspected incident of fraud or theft should be immediately reported for investigation. Company assets should be used for legitimate business purposes and should not be used for non-Company business.

The obligation to protect the Company’s assets includes its proprietary information. Proprietary information includes intellectual property, such as trade secrets, patents, trademarks, and copyrights, as well as business, marketing and service plans, engineering and manufacturing ideas, designs, databases, records, salary information, and any unpublished financial data and reports. Unauthorized use or distribution of this information would violate Company policy. It could also be illegal and result in civil or even criminal penalties.

All directors, officers, and employees should support the Company’s goal to have full, fair, accurate, timely, and understandable disclosure in the periodic reports required to be filed by the Company with the SEC. Although most employees hold positions that are far removed from the Company’s required filings with the SEC, each director, officer, and employee should promptly bring to the attention of the Chief Executive Officer, the Chief Financial Officer, or the Audit Committee, as appropriate in the circumstances, any of the following:

Any waiver of this Code for directors or executive officers may be made only by the Board or the Audit Committee and will be promptly disclosed to stockholders as required by applicable laws, rules, and regulations, including the rules of the SEC and Nasdaq, or the Company’s primary trading exchange then in effect. Waivers of this Code applicable to all other employees must be approved by the Chief Executive Officer. Any waiver granted will be made only when circumstances warrant such a grant, and then only in conjunction with appropriate monitoring of the particular situation.

Actions prohibited by this Code involving directors or officers must be reported to the Audit Committee. Actions prohibited by this Code involving anyone other than a director or officer must be reported to the reporting person’s supervisor or the Chief Executive Officer. After receiving a report of an alleged prohibited action, the Audit Committee, the relevant supervisor or the Chief Executive Officer, as applicable, must promptly take all appropriate actions necessary to investigate. All directors, officers and employees are expected to cooperate in any internal investigation of misconduct.

The Company must ensure prompt and consistent action against violations of this Code. If, after investigating a report of an alleged prohibited action by a director or officer, the Audit Committee determines that a violation of this Code has occurred, the Audit Committee will report such determination to the Board.

If, after investigating a report of an alleged prohibited action by any other person, the relevant supervisor determines that a violation of this Code has occurred, the supervisor will report such determination to the Chief Executive Officer.

The Board shall determine, or designate appropriate persons to determine, appropriate actions to be taken in the event of violations of this Code. Such actions shall be reasonably designed to deter wrongdoing and to promote accountability for adherence to this Code and to these additional procedures, to ensure prompt and clear consistent enforcement of this Code, to provide clear and objective standards for compliance with this Code, to protect persons reporting questionable behavior, to provide for a process by which to determine violations, and may include written notices to the individual involved that the Board has determined that there has been a violation, censure by the Board, demotion or re-assignment of the individual involved, suspension with or without pay or benefits, reduction of compensation, and termination of the individual’s employment or position, among other things, as well as reporting illegal actions to appropriate authorities. In determining the appropriate action in a particular case, the Board or such designee shall take into account all relevant information, including the nature and severity of the violation, whether the violation was a single occurrence or repeated occurrences, whether the violation appears to have been intentional or inadvertent, whether the individual in question had been advised prior to the violation as to the proper course of action, and whether or not the individual in question had committed other violations in the past.

The Company will not tolerate retaliation against any director, officer or employee for reports of misconduct or suspected violation of this Code by another person made in good faith, for providing to a law enforcement officer any truthful information relating to the commission or possible commission of any offense or for providing information on actions such person reasonably believes to be violations of securities laws, rules of the Securities and Exchange Commission or other federal laws relating to fraud against stockholders. Persons subject to disciplinary measures shall include, in addition to the violator, others involved in the wrongdoing such as (i) persons who fail to use reasonable care to detect a violation, (ii) persons who if requested to divulge information withhold material information regarding a violation and (iii) supervisors who approve or condone the violations or attempt to retaliate against employees or agents for reporting violations or violators.

This Code shall be posted on the Company’s website. At least annually, the Audit Committee shall conduct a review and assessment of this Code, report to the Board regarding the general effectiveness of this Code and the Company’s controls and reporting procedures, and recommend to the Board any changes to this Code that the Audit Committee deems necessary.

BILI SOCIAL INTERNATIONAL, INC.

CODE OF ETHICS

ACKNOWLEDGEMENT OF RECEIPT AND REVIEW

By signing below, I acknowledge and certify that I have received, read and understand BILI Social International, Inc.’s Code of Ethics (the “Code”)

I acknowledge that, unless otherwise stated in a separate employment agreement with the Company, my employment relationship with the Company is terminable at will, by the Company or me, at any time, for any reason, with or without cause.

I agree (i) to comply with the Code and conduct the business of the Company in keeping with the highest ethical standards and (ii) to comply with international, federal, state and local laws applicable to the Company’s businesses. I understand that failure to comply with the Code will lead to disciplinary action by the Company, which may include termination of my employment and/or the reduction of compensation or demotion.

Please note that regardless of whether you return an executed signature page, the Code is binding on you as

long as you remain a director, officer or employee of BILI Social International, Inc.

Name:_____________________________

Business Unit / Location:______________

Position Title:_______________________

Signature:__________________________

Date:______________________________

Please sign and return entire document to the Chief Executive Officer and keep a copy for your own records.

Exhibit 19.1

BILI Social International, Inc.

INSIDER TRADING POLICY

Effective as of June 9, 2026

This Insider Trading Policy (this “Policy”) sets forth the policy for members of the boards of directors (“Board Members”), officers, other employees and consultants of BILI Social International, Inc. (“BILI”) and its subsidiaries (collectively, the “Company”) with respect to transactions in BILI securities.

Applicability of Policy

This Policy is divided into two parts. Part I of this Policy imposes restrictions on all Board Members, officers, employees and consultants of the Company, as well as such persons’ respective immediate family members, members of their respective households, and other family members who do not live in their respective households but whose transactions in BILI securities are directed by or subject to their influence or control. Part I of this Policy also applies to any person who receives Material Nonpublic Information (as defined below) from any Board Member, officer, employee or consultant of the Company. Part II of this Policy imposes additional restrictions on (i) BILI Board Members and executive officers (collectively, “Insiders”) and (ii) certain Company employees and consultants, as identified on a list maintained by the Company, who regularly receive or have access to Material Nonpublic Information concerning the Company or otherwise are at an enhanced risk of possessing Material Nonpublic Information concerning the Company due to the nature of their respective roles (collectively, with Insiders, “Restricted Persons”). The list of persons designated as Restricted Persons is updated on a quarterly basis by the Chief Executive Officer or his or her designee, in consultation with the Chief Financial Officer.

This Policy applies to all transactions in BILI securities, including common stock, restricted common stock, preferred stock, options and warrants for common stock and any other securities BILI may issue from time to time, such as convertible debentures and other derivative securities relating to BILI stock, whether or not issued by BILI, such as exchange-traded options.

Inquiries

Any person who has a question about this Policy or its application to any proposed transaction may obtain additional guidance from the Chief Executive Officer. Ultimately, however, the responsibility for adhering to this Policy and avoiding unlawful transactions rests with the individual.

Certifications

All Board Members, officers, other employees and consultants must certify their understanding of, and intent to comply with, this Policy by signing the certification attached hereto as Attachment 1.

PART I

It is against Company policy for any Board Member, officer, employee or consultant to make an unauthorized disclosure of any nonpublic information acquired in the workplace or as a result of their position with the Company. It is also against Company policy for any Board Member, officer, employee or consultant to misuse Material Nonpublic Information in securities trading. The Company has established procedures for releasing material information in a manner that is designed to achieve broad public dissemination of the information to the public immediately upon its release. You may not, therefore, disclose such information to anyone outside the Company, including family members and friends or on any internet-based forum, other than in accordance with those procedures.

Nothing in this Policy prohibits you from (i) reporting possible violations of law or regulation to, or communicating with or testifying before, any governmental agency or entity, including but not limited to (A) the U.S. Department of

Justice, the U.S. Securities and Exchange Commission (the “SEC”), the U.S. Congress, and any U.S. agency Inspector General, and (B) similar competent authorities in any non-U.S. jurisdiction, to the extent that any such authority has specific power under applicable law to receive or request the relevant information, (ii) making other disclosures that are protected under the whistleblower provisions of federal, state or local law or regulation, or (iii) disclosing information about wages or working conditions that is not proprietary Company information. You do not need the Company’s prior authorization to make any such reports or disclosures, and you are not required to notify the Company that you have made such reports or disclosures.

It is not possible to define all categories of Material Nonpublic Information. Information should be considered Material Nonpublic Information if it meets the criteria described below.

First, information should be regarded as material if there is a reasonable likelihood that it would be considered important to an investor in making an investment decision regarding the purchase or sale of securities.

While it may be difficult under this standard to determine whether particular information is material, there are various categories of information that are particularly sensitive and, as a general rule, should always be considered material. Examples of such information may include known but unannounced:

Material information is not limited to historical facts. Either positive or negative information may be material. You should be aware that the public, the media and the courts will have the benefit of hindsight in judging what is material.

Nonpublic information is information that has not been previously disclosed to the general public and is otherwise not available to the general public. The fact that information has been disclosed to a few members of the public does not make it “public” for insider trading purposes. Even if information is widely known within the Company, it may still be considered nonpublic. To be “public” the information must have been disseminated in a manner designed to reach investors generally, and the investors must be given the opportunity to absorb the information.

It is illegal and against Company policy for you to trade in BILI securities while in possession of Material Nonpublic Information about the Company.

Transactions that may be necessary or justifiable for independent reasons (such as the need to raise money for an emergency expenditure) are not excepted from this Policy. The securities laws do not recognize such mitigating circumstances, and, in any event, even the appearance of an improper transaction must be avoided to preserve the Company’s reputation.

Every person subject to this Policy has the individual responsibility to comply with this Policy. You may, from time to time, have to forego a proposed transaction in BILI securities even if you planned to make the transaction before learning of the Material Nonpublic Information and even though you believe you may suffer an economic loss or forego anticipated profit by waiting.

Material Nonpublic Information relating to the Company is the property of the Company. That information should be maintained in strict confidence and should be discussed, even within the Company, only with persons who have a “need to know.” You should exercise the utmost care and discretion in dealing with information that may be Material Nonpublic Information. Discussions in public places, such as elevators, restaurants and airplanes, involving information that may be Material Nonpublic Information or sensitive in nature, should be avoided. Written information should be safeguarded. Unauthorized disclosure of information could result in serious consequences for the Company, whether or not such disclosure is made for the purpose of facilitating acts prohibited by law or this Policy.

Unauthorized disclosure of Material Nonpublic Information relating to the Company may lead to illegal insider trading and is prohibited by law. In the event you receive any inquiry for information from outside the Company, such as from a stock analyst or investor, the inquiry should be referred to the Chief Executive Officer.

This Policy prohibits you from (i) disclosing (commonly known as “tipping”) Material Nonpublic Information to any other person (including family members) where such information may be used by such person to his or her profit by trading (buying or selling) in the securities of companies to which such information relates and (ii) making recommendations or expressing opinions on the basis of Material Nonpublic Information as to trading in BILI securities.

Short-term or frequent trading of BILI securities can create an appearance of wrongdoing, even if the decision to trade was not based on Material Nonpublic Information. You are strongly discouraged from trading daily or frequently in BILI securities, and trading in BILI securities for short-term profits is highly discouraged. The Company reserves the right to request brokerage account statements to ensure compliance with the terms of this Policy. If you are an Insider, see Part II, Section 6 for additional restrictions on short-term trading.

This Policy also applies to Material Nonpublic Information relating to other companies with which the Company conducts business, including proposed business combinations (“business partners”), when that information is obtained in the course of employment with, or other services performed on behalf of, the Company. Civil and criminal penalties, and termination of employment, may result from trading on inside information regarding the Company’s business partners. You should treat Material Nonpublic Information about the Company’s business partners with the same care required with respect to information related directly to the Company. Similarly, you must not discuss Material Nonpublic Information relating to the Company or the Company’s business partners on blogs, websites, electronic bulletin boards, chat rooms, any form of social media or other internet-based forum.

This Policy continues to apply to your transactions in BILI securities even after you have terminated employment. If you are in possession of Material Nonpublic Information when your employment terminates, you may not trade in BILI securities until that information has become public or is no longer material.

Pursuant to federal and state securities laws, individuals who violate insider trading laws may be subject to imprisonment for up to 20 years, criminal fines of up to $5,000,000 and civil fines of up to three times the profit gained or loss avoided. If the Company or its supervisory personnel fail to take appropriate steps to prevent illegal insider trading, they may be subject to (i) a civil penalty of up to $2,636,135 or, if greater, three times the profit gained or loss avoided as a result of the employee’s violation, and (ii) a criminal penalty of up to $5,000,000 and up to 20 years in jail for individuals and/or a fine of $25,000,000 for the Company.

Individuals may also be liable for improper transactions by any person (commonly referred to as a “tippee”) to whom they have disclosed Material Nonpublic Information regarding the Company or to whom they have made recommendations or expressed opinions based on such information as to trading in BILI securities in violation of this Policy. The SEC has imposed large penalties even when the disclosing person did not profit from the trading. The SEC, the stock exchanges and the Financial Industry Regulatory Authority use sophisticated electronic surveillance techniques and proprietary software to uncover illegal insider trading.

Employees of the Company who violate this Policy may also be subject to disciplinary action by the Company, which may include ineligibility for future participation in the Company’s equity incentive plans or termination of

employment.

This Policy does not apply to the exercise of a director or employee stock option if the shares acquired upon exercise are held rather than sold into the public market, or to the exercise of a tax withholding right pursuant to which you elect to have the Company withhold shares subject to an option to satisfy tax withholding requirements. This Policy does apply, however, to any sale of stock as part of a broker-assisted cashless exercise of an option, or any other market sale for the purpose of generating the cash needed to pay the exercise price of an option.

This Policy does not apply to transactions in BILI stock in the 401(k) plan (if any) resulting from your periodic

contribution of money to the plan pursuant to your payroll deduction election.

This Policy does not apply to the vesting of restricted stock, restricted stock units or the forfeiture or other disposition of shares to the Company to pay for taxes incident to such vesting. This Policy does apply, however, to any open market sale of vested shares, including to satisfy tax liabilities.

Bona fide gifts of BILI securities generally will be exempt from this Policy, unless the person making the gift has reason to believe that the recipient intends to sell the BILI securities while the officer, employee, or director is aware of material nonpublic information, or the person making the gift is subject to the trading restrictions specified below regarding Restricted Person, see Part II, Section 7 for additional requirements, and the sales by the recipient of the BILI securities occur during a Black-Out Period.

PART II

As described in this Part II, if you are a Restricted Person, your transactions in BILI securities are subject to additional restrictions.

No Restricted Person shall engage in a short sale of BILI stock. Furthermore, Section 16(c) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prohibits BILI officers and Board Members from engaging in short sales. A short sale is a sale of securities not owned by the seller or, if owned, not delivered against such sale within 20 days thereafter (commonly known as a “short against the box”).

A transaction in options is, in effect, a “bet” on the short-term movement of BILI stock and therefore may create the appearance that an individual is trading based on inside information. Transactions in options also may focus the individual’s attention on short-term performance at the expense of the Company’s long-term objectives. Accordingly, transactions in puts, calls or other derivative securities, on an exchange or in any other organized market, by any Restricted Person are prohibited by this Policy. See Part II, Section 4 for additional requirements related to option positions arising from certain types of hedging transactions.

Standing orders should be used only for a very brief period of time, and in no case shall such period exceed three trading days. A standing order placed with a broker to sell or purchase securities at a specified price leaves you with no control over the timing of the transaction. A standing order transaction executed by the broker when you are aware of Material Nonpublic Information may result in unlawful insider trading. Transactions pursuant to a plan adopted in accordance with Rule 10b5-1 of the Exchange Act, discussed below, may be excepted from this prohibition against standing orders.

Certain forms of hedging or monetization transactions, such as zero-cost collars and forward sale contracts, allow an individual to lock in much of the value of his or her stock holdings, often in exchange for all or part of the potential for upside appreciation in the stock. These transactions allow the individual to continue to own the covered securities, but without the full risks and rewards of ownership. When that occurs, the individual may no longer have the same objectives as BILI’s other stockholders. Restricted Persons may not enter into hedging or monetization transactions or similar arrangements with respect to BILI securities.

Securities held in a margin account may be sold by the broker without the customer’s consent if the customer fails to meet a margin call. Similarly, securities pledged (or hypothecated) as collateral for a loan may be sold in foreclosure if the borrower defaults on the loan. A margin or foreclosure sale that occurs when the pledgor is aware of Material Nonpublic Information may, under some circumstances, result in unlawful insider trading. Because of this danger, Restricted Persons should exercise caution in holding BILI securities in a margin account or pledging BILI securities as collateral for a loan. All Restricted Persons must pre-clear any pledge or similar arrangement with respect to BILI securities. Certain Insiders may be required to publicly disclose the amount of BILI securities pledged as collateral for a loan.

If you are an Insider and you purchase or sell BILI securities, you may not conduct an opposite-way transaction in any BILI securities of the same class for at least six (6) months after the purchase or sale, unless you first pre-clear the proposed transaction with the Chief Executive Officer.

Set forth below are guidelines and requirements related to trading in BILI securities. Even outside of a Black-Out Period (as defined below), any person possessing Material Nonpublic Information concerning the Company should not engage in any transactions in BILI securities until such information has been known publicly for at least two full trading days. Trading in BILI securities outside of a Black-Out Period should not be considered a “safe harbor,” and all Restricted Persons should always use good judgment and, if applicable, pre-clear transactions as described below.

The period beginning at the close of trading on the 15th day of the last month of a fiscal quarter and ending at the commencement of trading on the second trading day after the date of public disclosure of the financial results for that fiscal quarter (the “Quarterly Black-Out Period”) is a particularly sensitive period of time for transactions in BILI stock from the perspective of compliance with applicable securities laws. This sensitivity arises because Insiders and other Restricted Persons will often possess Material Nonpublic Information about the expected financial results for the quarter during that period. Accordingly, all Restricted Persons are prohibited from trading during any Quarterly Black-Out Period.

Even outside of Quarterly Black-Out Periods, the Company may prohibit all or certain Board Members, officers, other employees and consultants of the Company from trading BILI securities because of material developments known to the Company and not yet disclosed to the public. Accordingly, upon receipt of written notice by email or otherwise from the Chief Executive Officer, all Restricted Persons and any other designated employees and consultants of the Company may not engage in any transaction involving the purchase or sale of BILI securities and may not disclose to any others the fact of such suspension of trading. The period during which trading is suspended is referred to as a “Special Black-Out Period.” The Company will typically permit trading in BILI securities at the commencement of trading on the next trading day following the date of public disclosure of the material development, or at such time as it is determined that the development is no longer material, so long as such next trading day is not in a Quarterly Black-Out Period. The Chief Executive Officer will notify the affected persons as soon as possible of such disclosure or such determination.

The Company has established a “pre-clearance” process for certain transactions in BILI securities. The Chief Executive Officer is responsible for pre-clearing transactions and will consult as necessary with senior management of the Company before pre-clearing any proposed transaction. Requests for pre-clearance should be submitted to the Chief Executive Officer at least two trading days in advance of the proposed transaction.

If you are a Restricted Person, you must obtain pre-clearance prior to engaging in any transaction in BILI securities at any time, regardless of whether a Black-Out Period is in effect.

The Chief Executive Officer may prohibit any transaction that is subject to pre-clearance in its sole discretion. The fact that pre-clearance of a transaction has been rejected should be treated as Material Nonpublic Information.

Rule 10b5-1 of the Exchange Act provides an affirmative defense against insider trading liability for transactions pursuant to (i) a written plan, or a binding contract or instruction, entered into in good faith at a time when the individual was not aware of Material Nonpublic Information (a “Rule 10b5-1 Plan”) or (ii) “blind trusts” (trusts in which investment control has been delegated to a third party, such as an institutional or professional trustee), even though the transaction in question may occur at a time when the individual is aware of Material Nonpublic Information.

The Company may, in appropriate circumstances, permit Restricted Persons to enter into a Rule 10b5-1 Plan or blind trust that complies with Rule 10b5-1, provided that a Black-Out Period is not then in effect. If you are a Restricted Person and you wish to establish a Rule 10b5-1 Plan or blind trust, you must pre-clear it with the Chief Executive Officer. With respect to arrangements that result or may result in transactions taking place during Black-Out Periods, the Chief Executive Officer will review such arrangements with input, if appropriate, from the Board of Directors, the Chief Financial Officer and Company legal counsel. The Company reserves the right to bar any transactions in BILI stock, including transactions pursuant to arrangements previously approved, if the Chief Executive Officer determines that such a bar is in the best interests of the Company. In addition, if you are otherwise permitted to do so under this Policy, you may not engage in any hedging transactions (as described above) if you are trading in BILI securities pursuant to a Rule 10b5-1 Plan or a blind trust.

Securities laws require the Company to make quarterly disclosures of executive officer and director trading arrangements, including any adoption, modification or termination of a Rule 10b5-1 Plan, and a description of the material terms of each plan. Any amendment to an existing Rule 10b5-1 Plan must meet the requirements for the adoption of a new Rule 10b5-1 plan and be approved by the Chief Executive Officer.

Company Assistance

Any person who has a question about this Policy or its application to any proposed transaction may obtain additional guidance from the Chief Executive Officer, who can be reached by telephone at 416.910.8590 or via e-mail at [email protected].

Certification

All persons subject to this Policy must certify their understanding of, and intent to comply with, this Policy. Please complete and sign the accompanying Certification page and return to Adrian Capobianco at: [email protected]

ATTACHMENT 1

CERTIFICATIONS

I certify that:

Signature: _______________________________________

Date: ___________________________________________

Print Name: ______________________________________

Exhibit 99.1

BILI SOCIAL INTERNATIONAL, INC.

AUDIT COMMITTEE CHARTER

Effective as on June 9, 2026

Purpose

The Audit Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of BILI Social International, Inc., a Florida corporation (the “Company”), to assist the Board in its oversight of the accounting and financial reporting processes of the Company and the Company’s compliance with legal and regulatory requirements. To assist the Board in fulfilling its responsibilities, the Committee shall:

In performing its duties, the Committee should seek to maintain an effective working relationship with the Board, the independent accountants, the internal auditors and management of the Company. The Committee shall perform such other functions as the Board may from time to time assign to the Committee. The Committee shall exercise its business judgment in carrying out the responsibilities described in this charter in a manner that the Committee members reasonably believe to be in the best interests of the Company and its stockholders. No provision of this charter, however, is intended to create any right in favor of any third party, including any stockholder, officer, director or employee of the Company or any subsidiary thereof, in the event of a failure to comply with any provision of this charter. Nothing contained in this charter is intended to expand applicable standards of liability under statutory or regulatory requirements for the directors of the Company or members of the Committee.

The purposes and responsibilities outlined in this charter are meant to serve as guidelines rather than as inflexible rules and the Committee is encouraged to adopt such additional procedures and standards as it deems necessary from time to time to fulfill its responsibilities, provided that such procedures are consistent with the Company’s charter and bylaws and any applicable law.

Composition and Qualifications

The Committee shall consist of three or more members of the Board. Each of the members of the Committee shall be “independent” in accordance with the requirements of Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules of the Nasdaq Stock Market LLC (“Nasdaq”). No member of the Committee shall have participated in the preparation of the financial statements of the Company or any current subsidiary of the Company during the previous three-year period.

Each member of the Committee must be able to read and understand fundamental financial statements (including the Company’s balance sheet, income statement, and cash flow statement) and at least one member of the Committee must either have past employment experience in finance or accounting, requisite professional certification in accounting, or any other comparable experience or background that results in the member’s financial sophistication (including being or having been a chief executive officer, chief financial officer, or other senior officer with financial oversight responsibilities). At least one member of the Committee must be an “audit committee financial expert” as determined by the rules and regulations of the SEC and Nasdaq. A person who satisfies this definition of “audit committee financial expert” will also be presumed to have financial sophistication. The designation of the “audit committee financial expert” shall be made by the Board in its business judgment at least annually.

Committee members may enhance their familiarity with finance and accounting by participating in educational programs conducted by the Company or by an outside organization. No member of the Committee may serve on the audit committee of more than three public companies, including the Company, unless the Board has determined that such simultaneous service would not impair the ability of such member to effectively serve on the Committee.

Appointment and Removal

The members of the Committee shall be appointed by the Board. A member shall serve until such member’s successor is duly elected and qualified or until such member’s earlier resignation or removal. The members of the Committee may be removed, with or without cause, by a majority vote of the Board.

Chairman

Unless a Committee chairperson (the “Chairman”) is elected by the full Board, the members of the Committee shall designate a Chairman by majority vote of the full Committee membership. The Chairman shall preside over all regular sessions of the Committee, shall have the authority to convene Committee meetings, shall set the agendas for Committee meetings, and shall communicate the Committee’s informational needs and decisions to the Board. In the absence of the Chairman at a duly convened Committee meeting, the Committee shall select a temporary substitute from among its members to preside over the meeting.

Delegation to Subcommittees

In fulfilling its responsibilities, the Committee shall be entitled to delegate any of its responsibilities to a subcommittee of the Committee to the extent consistent with the Company’s charter and bylaws, applicable law and the requirements of Nasdaq.

Authority and Committee Resources

In discharging its role, the Committee is empowered to inquire into any matter that it considers appropriate to carry out its responsibilities, with access to all books, records, facilities and personnel of the Company, and, subject to the direction of the Board, the Committee is authorized and delegated the authority to act on behalf of the Board with respect to any matter it determines to be necessary or appropriate to the accomplishment of its purposes. The Committee shall have authority to retain, direct and oversee the activities of, and to terminate the engagement of, the Company’s independent auditor and any other accounting firm retained by the Committee to prepare or issue any other audit report or to perform any other audit, review or attest services and any legal counsel, accounting or other advisor or consultant hired to assist the Committee, all of whom shall be accountable to the Committee.

The Committee shall have the authority, without seeking Board approval, to engage and obtain advice and assistance from outside legal and other advisors as it deems necessary to carry out its duties. The Committee also shall have the authority to receive appropriate funding, as determined by the Committee, in its capacity as a committee of the Board, from the Company for the payment of compensation (i) to any accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review, or attest services for the Company, (ii) to compensate any outside legal or other advisors engaged by the Committee and (iii) to pay the ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.

Meetings

The Committee shall meet as frequently as circumstances dictate, but at least on a quarterly basis. The Chairman of the Committee or a majority of the members of the Committee may call meetings of the Committee. Any one or more of the members of the Committee may participate in a meeting of the Committee by means of conference call or similar communication device by means of which all persons participating in the meeting can hear each other.

Notice of meetings shall be given to all Committee members or may be waived, in the same manner as required for meetings of the Board. A majority of the members of the Committee shall constitute a quorum for a meeting and the affirmative vote of a majority of members present at a meeting at which a quorum is present shall constitute the action of the Committee. The Committee shall otherwise establish its own rules of procedure.

All non-management directors who are not members of the Committee may attend meetings of the Committee but may not vote. In addition, the Committee may invite to its meetings any director, member of management of the Company, and such other persons as it deems appropriate in order to carry out its responsibilities. The Committee may also exclude from its meetings any persons it deems appropriate.

As part of its goal to foster open communication, the Committee shall periodically meet separately with each of management, the director of the internal auditing department, if any, and the independent auditor to discuss any matters that the Committee, the independent auditor, or the internal auditor, if any, believe would be appropriate to discuss privately. In addition, the Committee shall meet with the independent auditor and management periodically to review the Company’s financial statements in a manner consistent with that outlined in this charter.

Duties and Responsibilities

The Committee shall carry out the duties and responsibilities set forth below. These functions should serve as a guide with the understanding that the Committee may determine to carry out additional functions and adopt additional policies and procedures as may be appropriate in light of changing business, legislative, regulatory, legal, or other conditions. The Committee shall also carry out any other duties and responsibilities delegated to it by the Board from time to time related to the purposes of the Committee outlined in this charter. The Committee may perform any functions it deems appropriate under applicable law, rules, or regulations, the Company’s bylaws, and the resolutions or other directives of the Board, including review of any certification required to be reviewed in accordance with applicable law or regulations of the SEC.

While the Committee has the responsibilities and powers set forth in this charter, it is not the duty of the Committee to plan or conduct audits or to determine whether the Company’s financial statements are complete and accurate and are in accordance with generally accepted accounting principles (“GAAP”). The Committee must rely on (i) management for the preparation and accuracy of the Company’s financial statements, (ii) management for establishing internal controls and procedures to ensure the Company’s compliance with accounting standards, financial reporting procedures and applicable laws and regulations and (iii) the Company’s independent auditors for an unbiased, diligent audit or review, as applicable, of the Company’s financial statements and the effectiveness of the Company’s internal controls. The members of the Committee are not employees of the Company and are not responsible for conducting the audit or performing other accounting procedures. It also is the job of the Company’s Chief Executive Officer and senior management, rather than that of the Committee, to assess and manage the Company’s exposure to risk.

Documents/Reports Review

Independent Auditors

Financial Reporting Process

Related Party Transactions

Hiring Policy

Oversee the Company’s hiring policies regarding the Company’s hiring of current or former employees of the independent auditor.

Compliance with Code of Conduct

The Committee shall review compliance with the Company’s Code of Conduct (the “Code of Conduct”). The Committee may grant waivers under the Code of Conduct for employees other than directors and executive officers; provided that any waiver of the Code of Conduct for directors or executive officers must be approved by the Board and disclosed as required by applicable SEC and Nasdaq rules. At least annually, the Committee shall conduct a review and assessment of the Code of Conduct and report to the Board regarding the general effectiveness of the Code of Conduct and the Company’s controls and reporting procedures and recommend to the Board any changes to the Code of Conduct that it deems necessary.

Performance Evaluation

The Committee shall conduct a self-evaluation of the Committee’s performance at least annually. The evaluation shall address subjects including the Committee’s composition, responsibilities, structure and processes, and effectiveness.

Amendment and Annual Review

This charter may be amended from time to time by the Board and any amendment must be disclosed as required by, and in accordance with, applicable laws, rules and regulations. The Committee should review this charter at least annually and recommend any proposed changes to the Board for approval.

Exhibit 99.2

BILI SOCIAL INTERNATIONAL, INC.

COMPENSATION COMMITTEE CHARTER

Effective June 9, 2026

Purpose

The Compensation Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of BILI Social International, Inc., a Florida corporation (the “Company”) to:

The Committee shall make recommendations to the Board for approval.

Composition and Qualifications

The Committee shall consist of two or more members of the Board, each of whom must be affirmatively determined by the Board to be “independent” under Nasdaq rules, including that the director has no material relationship with the Company that, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In addition, in affirmatively determining the independence of any director who will serve on the Committee, the Board must consider all factors specifically relevant to determining whether the director has a relationship to the Company (or any parent or subsidiary of the Company), which is material to that director’s ability to be independent from management in connection with the duties of a Committee member, including, but not limited to, the following:

No director may serve on the Committee unless that director is a “non-employee director” for purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Appointment and Removal

The members of the Committee shall be appointed by the Board. A member shall serve until such member’s successor is duly elected and qualified or until such member’s earlier resignation or removal. The members of the Committee may be removed, with or without cause, by a majority vote of the Board at any time.

Chairman

Unless a Committee chairperson (the “Chairman”) is elected by the full Board, the members of the Committee shall designate a Chairman by majority vote of the full Committee membership. The Chairman shall preside over all regular sessions of the Committee, shall have the authority to convene Committee meetings, shall set the agendas for Committee meetings, and shall communicate the Committee’s informational needs and decisions to the Board. In the absence of the Chairman at a duly convened Committee meeting, the Committee shall select a temporary substitute from among its members to preside over the meeting.

Delegation to Subcommittees

In fulfilling its responsibilities, the Committee shall be entitled to delegate any of its responsibilities to a subcommittee of the Committee to the extent consistent with the Company’s charter and bylaws, applicable law and the requirements of Nasdaq

In addition, the Committee may, by resolution approved by a majority of the Committee, delegate to management the administration of the Company’s incentive compensation and equity-based compensation plans, to the extent permitted by law and as may be permitted by such plans and subject to such rules, policies and guidelines (including limits on the aggregate awards that may be made pursuant to such delegation) as the Committee shall approve, provided that the Committee shall retain the sole authority to determine and approve the awards made under such plan to any executive officer and any other member of senior management as the Committee shall designate.

Meetings

The Committee shall meet as frequently as circumstances dictate. The Chairman of the Committee or a majority of the members of the Committee may call meetings of the Committee. Any one or more of the members of the Committee may participate in a meeting of the Committee by means of conference call or similar communication device by means of which all persons participating in the meeting can hear each other.

All non-management directors who are not members of the Committee may attend meetings of the Committee but may not vote. In addition, the Committee may invite to its meetings any director, member of management of the Company, and such other persons as it deems appropriate in order to carry out its responsibilities. The Committee may also exclude from its meetings any persons it deems appropriate.

As part of its review and establishment of the performance criteria and compensation of designated key executives, the Committee should meet separately at least on an annual basis with the CEO and any other corporate officers as it deems appropriate. However, the Committee should also meet from time to time without such officers present, and in all cases, any such officer (including the CEO) shall not be present during voting or deliberations on the compensation of such officer.

Authority and Committee Resources

In discharging its role, the Committee is empowered to inquire into any matter that it considers appropriate to carry out its responsibilities, with access to all books, records, facilities and personnel of the Company, and, subject to the direction of the Board, the Committee is authorized and delegated the authority to act on behalf of the Board with respect to any matter necessary or appropriate to the accomplishment of its purposes.

The Committee shall have the authority, in its sole discretion, to select, retain and obtain the advice of a compensation consultant as necessary to assist with the execution of its duties and responsibilities as set forth in this Charter. The Committee shall set the compensation, and oversee the work, of the compensation consultant. The Committee shall have the authority, in its sole discretion, to retain and obtain the advice and assistance of outside legal counsel and such other advisors as it deems necessary to fulfill its duties and responsibilities under this charter. The Committee shall set the compensation, and oversee the work, of its outside legal counsel and other advisors. The Committee shall receive appropriate funding from the Company, as determined by the Committee in its capacity as a committee of the Board, for the payment of compensation to its compensation consultants, outside legal counsel and any other advisors. However, the Committee shall not be required to implement or act consistently with the advice or recommendations of its compensation consultant, legal counsel or other advisor to the compensation committee, and the authority granted in this charter shall not affect the ability or obligation of the Committee to exercise its own judgment in fulfillment of its duties under this charter.

In selecting, retaining or receiving the advice of a compensation consultant, legal counsel or other adviser, the Committee shall first consider all factors relevant to that person’s independence from management, including the following factors:

Notwithstanding the foregoing, the Committee is not required to conduct an independence assessment for in-house legal counsel or a compensation adviser that acts in a role limited to the following activities for which no disclosure is required under Item 407(e)(3)(iii) of Regulation S-K: (i) consulting on any broad-based plan that does not discriminate in scope, terms or operation in favor of executive officers or directors of the Company, and that is available generally to all salaried employees; and/or (ii) providing information that either is not customized for a particular issuer or that is customized based on parameters that are not developed by the adviser, and about which the adviser does not provide advice.

Duties and Responsibilities

The Committee shall carry out the duties and responsibilities set forth below. These functions should serve as a guide with the understanding that the Committee may determine to carry out additional functions and adopt additional policies and procedures as may be appropriate in light of changing business, legislative, regulatory, legal, or other conditions. The Committee shall also carry out any other responsibilities and duties delegated to it by the Board from time to time related to the purposes of the Committee outlined in this charter.

Executive and Director Compensation

Reports

Other Compensation-Related Matters

Performance Evaluation

The Committee shall conduct a self-evaluation of the Committee’s performance at least annually. The evaluation shall address subjects including the Committee’s composition, responsibilities, structure and processes, and effectiveness.

Amendment and Annual Review

This charter may be amended from time to time by the Board and any amendment must be disclosed as required by, and in accordance with, applicable laws, rules and regulations. The Committee should review this charter at least annually and recommend any proposed changes to the Board for approval.

Exhibit 99.3

BILI SOCIAL INTERNATIONAL, INC.

NOMINATIONS AND CORPORATE GOVERNANCE COMMITTEE CHARTER

Effective June 9, 2026

Purpose

The Nominations and Corporate Governance Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of BILI Social International, Inc., a Florida corporation (the “Company”) to:

The Board shall determine whether the Committee shall make determinations as a committee or shall make recommendations to the Board.

Composition and Qualifications

The Committee shall consist of two or more members of the Board, each of whom is determined by the Board to be “independent” in accordance with the rules of the Nasdaq Stock Market LLC (“Nasdaq”). To the extent the Committee consists of at least three members, one director who is not independent under Nasdaq’s rules may be appointed to the Committee, subject to the following:

Notwithstanding the foregoing, under no circumstances shall the Committee include more than one non-independent director.

Appointment and Removal

The members of the Committee shall be appointed by the Board. Each member shall serve until such member’s successor is duly elected and qualified or until such member’s earlier resignation or removal. The members of the Committee may be removed, with or without cause, by a majority vote of the Board.

Chairman

Unless a Committee chairperson (the “Chairman”) is elected by the full Board, the members of the Committee shall designate a Chairman by majority vote of the full Committee membership. The Chairman shall preside over all regular sessions of the Committee, shall have the authority to convene Committee meetings, shall set the agendas for Committee meetings, and shall communicate the Committee’s informational needs and decisions to the Board. In the absence of the Chairman at a duly convened Committee meeting, the Committee shall select a temporary substitute from among its members to preside over the meeting.

Delegation to Subcommittees

In fulfilling its responsibilities, the Committee shall be entitled to delegate any of its responsibilities to a subcommittee of the Committee to the extent consistent with the Company’s certificate of incorporation and bylaws, applicable law and the requirements of Nasdaq.

Meetings

The Committee shall meet as frequently as circumstances dictate. The Chairman of the Committee or a majority of the members of the Committee may call meetings of the Committee. Any one or more of the members of the Committee may participate in a meeting of the Committee by means of conference call or similar communication device by means of which all persons participating in the meeting can hear each other.

All non-management directors who are not members of the Committee may attend meetings of the Committee but may not vote. In addition, the Committee may invite to its meetings any director, member of management of the Company, and such other persons as it deems appropriate in order to carry out its responsibilities. The Committee may also exclude from its meetings any persons it deems appropriate.

Authority and Committee Resources

In discharging its oversight role, the Committee is empowered to study or investigate any matter of interest or concern that the Committee deems appropriate and shall have the sole authority, without seeking Board approval, to retain outside counsel or other advisors for this purpose, including the sole authority to approve the fees payable to such counsel or advisors and any other terms of retention.

Duties and Responsibilities

The Committee shall carry out the duties and responsibilities set forth below. These functions should serve as a guide with the understanding that the Committee may determine to carry out additional functions and adopt additional policies and procedures as may be appropriate in light of changing business, legislative, regulatory, legal, or other conditions. The Committee shall also carry out any other responsibilities and duties delegated to it by the Board from time to time related to the purposes of the Committee outlined in this charter.

Board Selection, Composition, and Evaluation

Committee Selection and Composition

Continuity/Succession Planning Process

Oversee and approve the management continuity planning process. Review and evaluate the succession plans relating to the chief executive officer and other executive officer positions and make recommendations to the Board with respect to the selection of individuals to occupy these positions.

Reports

Corporate Governance

To the extent deemed appropriate by the Board and the Committee, the Committee will do as follows:

Performance Evaluation

The Committee shall conduct a self-evaluation of the Committee’s performance at least annually. The evaluation shall address subjects including the Committee’s composition, responsibilities, structure and processes, and effectiveness.

Amendment and Annual Review

This charter may be amended from time to time by the Board and any amendment must be disclosed as required by, and in accordance with, applicable laws, rules and regulations. The Committee shall review this charter at least annually and recommend any proposed changes to the Board for approval.

Exhibit 99.4

BILI Social Strengthens Corporate Governance with Appointment of Independent Directors and Formation of Board Committees

NEWARK, US and TORONTO, CANADA / June 11, 2026 / OTCID: AGGID — BILI Social International, Inc., (OTCID: AGGID) today announced the appointment of three independent directors to its Board of Directors and the formation of key board committees, advancing the company’s governance infrastructure as part of its planned Nasdaq uplisting strategy.

The newly appointed independent directors bring extensive experience across capital markets, institutional investment, governance, media, and brand development.

The appointments include:

In connection with these appointments, BILI Social is advancing the formation of independent board committees, including:

The committees are structured to meet Nasdaq listing standards, bringing BILI Social’s governance framework in line with institutional expectations ahead of the company’s planned uplisting.

“These appointments represent an important milestone as we continue strengthening our corporate governance framework and public company infrastructure,” said Adrian Capobianco, Chief Executive Officer of BILI Social International, Inc. “We are building an experienced and independent board capable of supporting the company’s long-term growth strategy, governance standards, and capital markets initiatives, and these three directors bring exactly the depth and diversity of expertise we need as we position the business for the next stage of expansion.”

The additions bring BILI Social’s board structure in line with Nasdaq listing requirements and position the company for its next phase of institutional growth as it continues expanding its AI-powered creator commerce platform across North America and global markets.

About BILI Social International

BILI Social International operates an AI-driven creator commerce and social marketing platform positioned at the intersection of AI, creator monetization, and social commerce. Through its BILI Base™, BILI Boost™, and BILI Boost+™ platforms, the Company connects brands and creators through AI-powered campaign optimization, social commerce infrastructure, and creator-driven marketing solutions.

For more information visit:

www.becauseiloveit.com

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding future growth, Nasdaq uplisting initiatives, trading symbol changes, strategic positioning, and business expansion. These statements are subject to risks and uncertainties that may cause actual results to differ materially from those expressed or implied. The Company undertakes no obligation to update forward-looking statements except as required by law.

Media Inquiries Contact:

Wendy Bairos

Communications Lead, BILI

[email protected]

Investor Relations

Phone(888) 458-2545

[email protected]