BILI Social International, Inc 8-K, filed Jun 4, 2026
BILI Social International, Inc. (BSCL)
About this 8-K
BILI Social International, Inc filed this 8-K on June 4, 2026, reporting on events of March 2, 2026.
Items reported
- Item 3.03: Change to shareholders' rights
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 4, 2026 (
Commission File No.
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification No.) |
(Address of principal executive offices, zip code)
1-
(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:
| 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: None.
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| N/A | N/A | N/A |
Indicate by check mark whether the registrant is an emerging growth
company as defined 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).
If an emerging growth company, indicate by check mark 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.
Item 3.03 Material Modification to Rights of Security Holders.
To the extent required by Item 3.03 of Form 8-K, the information regarding the Reverse Stock Split (as defined below) contained in Item 5.03 of this Current Report on Form 8-K is incorporated by reference herein.
Item 5.03 Amendments to Articles of Incorporation or Bylaws.
As previously announced, on March 2, 2026, the Board of Directors of Allied Enery, Inc., a Florida corporation (the “Company”) approved to (i) change the Company’s name to BILI Social International, Inc. (the “Name Change”), (ii) change the Company’s OTC stock trading symbol (the “Symbol Change”), and (iii) a reverse stock split of the Company’s issued and outstanding shares of common stock, par value $0.001 per share (the “Common Stock”) at a ratio of 1-for-500 (the “Reverse Stock Split”). The Company filed an Amendment to the Articles of Incorporation (the “Amended Articles”) with the Secretary of State of the State of Florida on May 28, 2026, to become effective on the effective date as announced by FINRA.
The shareholders of the Company, by written consent of the majority stockholders representing 51.3% of the outstanding voting securities, also approved of the Name Change, Symbol Change, and Reverse Stock Split on March 2, 2026.
The Name Change, Symbol Change, Reverse Stock Split were processed and announced by FINRA on June 4, 2026, and shall take effect in the market on June 5, 2026 (the “Effective Date”). The shares of Common Stock will begin trading on a post-split basis under the trading symbol “AGGID”, temporarily allotted for twenty (20) days. After 20 business days, the symbol will become “BSCL”
In connection with the Reverse Stock Split, the CUSIP number for the Common Stock will change to 019153 204.
Split Adjustment; Treatment of Fractional Shares
As a result of the Reverse Stock Split, on the Effective Date, each five hundred (500) shares of Common Stock outstanding will automatically combine into one (1) new share of Common Stock without any action on the part of the holders, and the number of outstanding shares Common Stock will be reduced from 20,194,429,021 shares to approximately 40,388,859 shares.
No fractional shares of Common Stock will be issued as a result of the Reverse Stock Split. Instead, in lieu of any fractional shares to which a holder of shares of Common Stock would otherwise be entitled as a result of the Reverse Stock Split (after aggregating all fractional shares such holder would otherwise be entitled to receive), the Company shall pay cash (without interest) for such holder’s fractional share equal to the product of the closing sales price of our Common Stock as reported on the OTC Markets on the trading day immediately preceeding the Effective Date multiplied by the fractional share that such holder would otherwise be entitled to receive. After the Reverse Stock Split, then-current stockholders would have no further interest in our Company with respect to their fractional shares.
Amended Articles
The above description of the Amended Articles reflecting the Name Change and Reverse Stock Split is a summary of the material terms thereof and is qualified in its entirety by reference to the Amended Articles, a copy of which is attached hereto as Exhibit 3.1, as filed with the Secretary of State of the State of Florida on May 28, 2026 (effective as of June 5, 2026).
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit No. | Description | |
| 3.1 | Amended Articles filed with the Secretary of State of the State of Florida on May 28, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 2 |
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 thereunto duly authorized.
| BILI Social International, Inc. | |||
| Dated: June 4, 2026 | /s/ Adrian Capobianco | ||
| By: Adrian Capobianco | |||
| Chief Executive Officer | |||
| 3 |
Exhibit 3.1
May 29 , 2026 FLORIDA FILING & SEARCH SERVIC Re : Document Numbe r P 06000094563 The Articles of Amendment to the Articles of Incorporation of ALLIED ENERGY INC . wh i ch changed its name to BILI SOCIAL INTERNATIONAL , INC . , a Florida corporat i on , were filed on May 28 , 2026 . Should you have any quest i ons regarding this matter , please telephone ( 850 ) 245 - 6050 , the Amendment Filing Section . Mary C Malone Amendment Section Division of Corporations Letter Number: 226A00011572 A c c o unt numb e r : F CA 000000 0 1 5 Amo un t c h a r ge d : 35. 0 0 www .sunbi z . org Di v ision of Corp o r a ti o ns - P . O. BOX 6 3 27 - T a ll a ha ssee, Fl ori d a 3 2 3 1 4
COV E R LETTER TO : Amen dm e nt Sect i o n Div i si o.n of Coi,porations NAME OF CO RP OR A TlON: - A - ll ie - d E - ne r - gy - l - n c . --- --- --- --- --- --- -- - DOCUMENT NUM B ER : - P - 060 - 00 - 09 - 456 - 3 - - - - - - - - - - - - - - - - - - - - - - - The e nc l osed A rticl es of A 111 e 11dm e 11t a n d fee are sub mitt ed fo r fi li ng. Please retu rn a ll corres pon d e nce concerning this matte r to the followi n g: Je ss i ca M . L ockett, Esq. Na m e of Co ntact P e r s o n Corporate Securities Legal LLP Fin11 / Co mp any 650 T own Ce nt er Dri ve , Suite 680 Address Cos ta Me s a , CA 92626 C i ty / State and Z ip Code j ess @s ecu ri t i es l cga l .c o m E - m a il ad dr ess: (to be u s ed for future a n nual repor t notifi ca ti o n) For furth e r information co nc ern in g th i s m atte r , please ca ll : 752 - 1100 at ( 949 _ _ J e _ ssic _ a _ M. _ Lo _ ck _ et t _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ Name of Con t ac t P e r s on Area Code & Daytime Te l e p h o n e N umb er E n c l ose d i s a c h ec k for th e fo ll ow i n g amo u nt made pa y ab l e to t h e Fl o rid a Department o f S t a t e: $35 Fi li n g Fe e 0$43.75 Fili n g F e e & Ce r tifica t e of Statu s 0$43.75 F ilin g Fee & Ce r tified Copy (Additional copy i s e nclo se d) 0$52.50 Fi lin g Fee Ce rtificat e o f S t atus Ce rt i li ed Copy (Add i tional Copy i s enc lo se d) Mailing Address Am e ndmen t Sec ti o n Div i s i on of Cor p oratio n s P.O . Box 63 27 Tallahassee , FL 323 14 S tr ee t Address Amendm e nt Section Div i s io n of Co rpor a tion s Th e Ce n tre of Ta ll ahass ee 24 1 5 N. Monro e Street, Su it e 8 1 0 Ta llaha ss ee, FL 3 2 3 0 3 , -
Articles of Amendment to Art icles of Incorporation of Allied · E n e r gy In c. ' ( N ame of Corporatio n as cur r e ntly fil ed with the Florida Dept . of State) P06000094563 ( D oc ument N um ber of Co rporation (if known ) Pur s uant to th e prov i s i o ns of sec ti on 607. I 006, Fl o rida S t atu t es, thi s Fl or ida Profit Corporation adopt s t he fo ll owing a m end ment(s) to its Articles of l n co r poration: B. Enter new principal office address, if app lic ab l e: (P riucipal office address MUST B E A STREET ADDRESS ) A. If ame nding n ame, e nter the n ew name of the co rpor at ion : _ _ BI _ LI _ So _ c ia _ l l nt e _ m a _ t i o _ n a _ l , In _ c . _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ The new name must be distinguishableand contain th e word "cotporation . ·· "company . " or " in c o,porated ·· or the abbreviation "Co,p . , " " fo e . ," o r Co . , " or the designation "C orp . " " fil e, " or "Co " . A professional corporation name mu st contain the word "chartered . " " profes s ional assoc iation ," or the abbreviation " P . A . " 625 Broad Street 2nd Flo or, Suite 240 Newar k , N J 07102 C. E nt er n ew mailing address, if app li ca bl e: (Ma ilin g address MAY BE A POST OFFICE BOX ) 625 Broad St r eet 2nd F l oor , S uit e 240 " Newa r k , NJ 07 1 0 2 D. If amen din g the reg i stered age nt and / or registered office ad dr ess in F l orida, enter the name of the new regist ere d age nt and / or the new regi s tered offic e a ddress: Name o(New R e gist e red Ag e n t _ 1 _ a v__ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ (Florida s treet address) New R e gi s t ered O ffic e Address : - - - - - - - - - - - - - - - - - - - - - ' Flori _ da. _ _ _ _ _ _ ( City ) (Z ip Code) New Registered Agent 's S i gna tur e, if chang ing Registered Age nt: I hereb y a cce pt the appointm e nt as regist e red ag e nt. I amfami/iar w i th and a ccep t th e obli ga tio n s of th e positio n. Signature o.fNew Reg i s t ered Agent, i f c hanging C h eck if a pplicabl e D The ame ndm en t (s) i s / are bei n g fi l e d pur sua nt to s. 6 0 7 . 0 1 20 ( 11 ) (e), F.S.
If ainending t he Officers an d / or Directors , e n ter th e tit l e an d n ame of eac h offic e r / director being r e m oved a nd titl e, n a m e, a nd a ddr ess of eac h Officer and / or Dir ector being added : • (Attach additional sh ee t s , if necessw y) Plea se note th e officeddir e ctor title hy rh e.first letter of the office tit le: P = Pr es ident ; V = /lice President ; T = Treasurer; S= Secretary; D= Director; TR = Trustee; C = Chairman or C l e rk ; CEO = Chief Executive Offic e r; CFO = Chie f Financial Officer. If an of ficer/d ire ctor holds mor e than one title , list th e . first l etter of each office held. Pr e sidenr. Tr easurer, Dir ector would be PTD . Changes sho u ld b e noted in the following mann e r . Currently John Doe i s listed as the PST and Mike Jone s is list ed as the V. Th e r e i s a change, Mike Jones leaves the co rpor atio n , Sally Smith is named th e V and S. Th ese should be noted as John Do e, PT as a Change, Mike Jones , Vas R e m ove. and Sally Smith. SV as an Add . Examp l e: John Doc PT X.Change Mike Jones y XRemove Sa ll y Smit h _x Add Addres s Type of Action (Check One) n / a I) C h ange Add Remove 2) C han ge Add Remove 3 J C h ange Add R e m ove 4) Change Add Rem o ve 5) C hange Add Re m ove 6) C h ange Add Re m ove
E. If amending or adding additional Articles, enter change(s) here : (Attac h add i t i o n al s h ee t s, {( 11 ec e s sw y). (Be specific) S ee At t ac h e d . F. If an amendment provides for an exch a nge, reclassification, or cancellation of issued shares, provisions for implementing the amendment if not contained in th e amendment itself : (if n o t app l i c abl e, i nd i c ate NIA)
The tlate of each amendme nt (s) adoptio n : -------------------------- ' if other than the date thi s do c ument was signed. Effective date if app lic able : ( 11 0 mor e than 90 da ys after amendmen.tfil e date) Note: I f th e date in se rted in t hi s b l oc k doe s not meet the a ppli cable s tat utor y filing r e quirem e nt s , this date w ill not be li s t ed as the document's effec t ive dat e on th e Depa rt ment of Sta t e ' s r eco rd s. A doption of Amendment(s) (C HE C K O NE) D The amendment( s ) was / were adopted b y t he in co rp o r ators , or board of dir ecto rs w ith o u t sha r e hold er action a n d s hareholder act io n was not r equ ir ed. The amendment( s) was / were a dopted b y the s h are h o ld ers. The numb e r of vote s cas t for the am e ndm e nt (s) by the s h areho l de r s w as / were s uffi cien t for appro va l. D Th e amendment(s) was / were approved by t h e share holder s t h roug h voting gro up s. The following statement mu st be separa t e l y provid e d fo r eac h vo t ing group e ntitledto vote separately on th e am e ndm e n t (s): "T h e number of vo t es cas t for th e amendmen t (s) was / were s uffi c ient for approva l (voting group} May 28, 2026 Da t ed _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ A. r7 ,,,_6 Sgin a t ur e _:.._ " _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ (By a dir ec tor , pre s id e nt or ot h e r officer - i f dir e c to rs or officers hav e n o t been s elected , b y an in co rporator - if in th e hand s of a r ece i ve r , tru stee, or ot h er c o u r t a pp o int e d fiducia r y by t hat fiduciary ) Adr i an Capo bi anco (Typed or pr int ed n a m e of per so n s i g nin g) C hi e f Ex ec ut iv e Officer (T i tle of person s i g nin g)
ARTICLES OF AMENDMENT TO THE ARTICLES OF I NCO RPORATION OF ALLIED ENERGY INC. Pursuant to Section 607 . 100 6 of the Fl orida Business Co rp oratio n Act (t h e "FBCA") , Allied E n ergy ln c . , a Florida corpora tion (the "Co rporatio n "), h e r eby amends ("Art i c l es of Ame nd me nt ") it s ar ticl es of in corporation, as amended (the "Ar ticle s of In co rporatio n ") , as follows : I . Upon the Effec ti ve Time (as defined below) , Article I of the Artic l es of In corporation of the Co rp ora ti on i s amended a nd restated in its e nti r ety to provide as follows : T h e n ame of th e corporation sha ll be " B ILI Social Int e rn ationa l , In c." 2. Upo n the Effec ti ve Time , each share of the Corporat i on's com m on s t ock, par va lu e $ 0 . 001 per s h are (the "Common Stock") , sha ll a ut omatica ll y and wi th out a n y ac ti o n on th e part of t h e hol der t her eof be comb in ed and re c l assi fied s u c h that each five hundr ed ( 500 ) s hare s of the Com m o n S t ock issued and o ut standing imm ed i a te l y pri o r to th e Effective Time (co ll ective l y, the "Pre - Sp li t Common S to ck") sha ll automaticall y be comb in ed into one ( 1 ) va lidl y i ss u ed, fully paid , and non - ass essa ble share of Common Stock , w ith ou t any further ac tion by the Corporatio n o r the hold e r thereof, sub j ec t to the treatment of fractional share inter es t s as descr ib ed below (t he " Reverse Sp lit ") .. The number of aut h or i zed s h ares of Common Stock , and th e par va lu e per share of Common S t ock , s h a l l not be affected by the Reverse Split . No fractional s hare s of Common Stock w ill be i ss u e d as a result of the Rever se Stock Spli t . In s tead, i n li eu of any fractiona l s h ares to which a h o l der of s h ares of Common Stock would otherwise be e ntitl e d as a result of t h e R eve r se Stock Sp li t (af t er aggregat i ng a ll fractio na l s har es s u c h holder wou ld otherwise be e ntit le d to recei ve), the Company s hall pay cash (w ithout intere s t) for s u ch h o ld e r's fractio n a l share equa l to the product of th e c l osi n g sa l es pr i ce of our Com m on Stock as r eported on th e OTC Markets on th e Effect i ve Time multiplied by the fractional s h are that s u ch ho ld e r wou ld otherwise b e en t it l e d t o receive . 3. The forego in g a m e ndm ents s hall become effec ti ve on th e effec ti ve date as a nn o un ced by FIN R A as to when the corpora t e act i ons th a t are the subject of the se Artic l es of Amendment s h a ll take effect in the m a rk etp l ace ( " E ffective Time ") . 4. Th ese Article s of Ame ndm ent were duly ado p t e d in accordance with Section 607 . 100 1 and Sectio n 607 . l 0025 of the FBCA . The Board of Directors of th e Corpo rat i o n dul y adopted reso lution s setti n g for th and approving these A 11 i c le s of Amendment . Pursuant t o the pro v i sio n s of Sect i o n 607 . I 0025 of the FBCA, th e approva l of the s h are h o ld ers of the Corpora ti on was not r eq uir ed . IN WITNESS WHEREOF , the under s i g ned h as executed the se Articles of Amendment t o the Artic l es of I ncorporation as of May 28 , 2026 . ALLIED ENERGY INC. B y : - - - - - - - - - - - Name: A dr i a n Capo bian co Title: C hi e f Exec uti ve Officer