BILI Social International, Inc 8-K, filed Jun 11, 2026
BILI Social International, Inc. (BSCL)
About this 8-K
BILI Social International, Inc filed this 8-K on June 11, 2026, reporting on events of June 9, 2026.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 8.01: Other events
- 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 11, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Election of New Directors
On June 9, 2026, the Board of Directors (the “Board”) of BILI Social International, Inc. fka Allied Energy, Inc. (the “Company”), acting by unanimous written consent, approved to increase the number of directorships of the Company from three to six, and appointed Robert Fotheringham, Zhenlong (Joe) Jiao and Henoc Muamba, as non-employee members of the Board to fill such vacancies. Messrs. Fotheringham, Jiao and Muamba are deemed to qualify as independent under the director independence standards set forth in the rules and regulations of the SEC and applicable Nasdaq listing standards.
Each of Messrs. Fotheringham, Jiao and Muamba will serve in the Company’s Audit Committee, Compensation Committee and Nominating and Governance Committee. The Chair of the Audit Committee will be Mr. Fotheringham, the Chair of the Compensation Committee will be Mr. Fotheringham, and the Chair of the Nominating and Corporate Governance Committee will be Mr. Jiao.
There are no arrangements or understandings between Messrs. Fotheringham, Jiao and Muamba and any other person pursuant to which Messrs. Fotheringham, Jiao and Muamba were selected as a director of the Company, and there are no family relationships between Messrs. Fotheringham, Jiao and Muamba and any of the Company’s Directors or executive officers. There are no transactions to which the Company is a party and in which Messrs. Fotheringham, Jiao and Muamba have a direct or indirect material interest that would be required to be disclosed under Item 404(a) of Regulation S-K.
Below is a description of Messrs. Fotheringham, Jiao and Muamba professional work experience.
Robert Fotheringham, 67, is a senior capital markets executive and board director with more than 30 years of experience in institutional investment management, exchange operations, proprietary trading, and private equity, with a strong focus on governance, risk oversight, and regulated financial markets. Mr. Fotheringham is the Co-Founding Partner of Fotheringham&Fang Group Inc., a firm that is focused on enterprise start-up creation, consulting services, and private investment.
Prior to founding Fotheringham & Fang Group, from 2005 to 2013 Mr. Fotheringham served with TMX Group Limited, Canada’s national exchange group and operator of the Toronto Stock Exchange, TSX Venture Exchange, Montréal Exchange (MX), and related clearing and market infrastructure entities. He last served as Senior Vice President, Trading and was designated as an Officer of the Group. He served on the Board of Directors of the Canadian Depository for Securities (CDS), a TMX Group company. Earlier at TMX Group, he served as Vice President, Structured and Derivative Products, where he led the development and execution of the organization’s derivatives market strategy. TMX Group Limited trades on the Toronto Stock Exchange under the symbol X.
Before joining TMX Group in 2005, Mr. Fotheringham spent nearly a decade at the Ontario Municipal Employees Retirement System (OMERS), one of Canada’s largest pension funds, where he last served as Vice President, Derivative and Quantitative Investments.
Mr. Fotheringham received his professional accounting designation in Ontario, Canada in 1993. Mr. Fotheringham is a Chartered Professional Accountant (CPA, CGA).
Zhenlong (Joe) Jiao, 63, has substantial experience in corporate governance and board management and currently serves as a director of several enterprises. In 2021, he became a director of 8th Power Technology Inc., a company based in Canada engaged in investment-related activities, including Bitcoin mining, trading, and financing. He also has served since 2019, as a director of GUO Jun Capital Management Limited, a Hong Kong–based investment fund, which has invested in Prime Time Group, a leading watch industry chain supplier in China.
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In 2014, Mr. Jiao founded Topping Dragon Investment, a Hong Kong–based investment company engaged in equity investment activities, with a focus on the biotechnology sector in China. In 2012, Mr. Jiao co-founded Hainan Julan Hehui Fund, which conducts equity investments in high-tech industries.
Earlier in his career, Mr. Jiao served as General Manager of the Henan Branch of China Artex Import & Export Corporation, where he was responsible for the operation and management of a large import and export enterprise with over 500 employees.
Mr. Jiao received a bachelor degree in Economics from Henan University located in Kaifeng City, China in 1987.
Henoc Muamba, 37, is a Congolese-Canadian leader, broadcaster, and community builder. Mr. Muamba played professional football in both the CFL and NFL, and was one of the most decorated players in CFL history- as a multiple-time All-Star, team captain and leader. His career culminated in winning the Grey Cup championship and becoming only the second player in the league’s 100-yearplus history to be named both Most Valuable Player and Most Valuable Canadian in the same game.
Since retiring from an illustrious 11 year pro football career, Mr. Muamba has built a dynamic second career in media. He is establishing himself as one of Canada’s most versatile and compelling television personalities. Mr. Muamba appeared in the reality show the Traitors Canada Season 2 in 2024;Since 2024 he has been a co-host on the Social – a CTV daytime talk show. Mr. Muamba has also been a CFL analyst for TSN since his retirement from pro football in 2023. Earlier of 2026, he has joined the team at 100 Huntley Street as a host. Aprogram that has been on air for nearly 50 years.
Mr. Muamba was community champion throughout his playing days and beyond, he continues his philanthropic work through the Muamba Foundation, supporting equity-deserving youth through mentorship, skill development, and career development, through partnerships with Big Brothers Big Sisters, Dreams Take Flight, World Vision, and other global organizations.
From 2007-2010 Mr. Muamba attended the university of St. Francis Xavier University in Antigonish, Nova Scotia, where he studied Information Systems and played university football.
Compensatory Agreement for New Directors
In connection with the appointment of Messrs. Fotheringham, Jiao and Muamba as non-employee directors of the Board, the Board has approved a non-employee director compensation package and standard form director’s agreement. Messrs. Fotheringham, Jiao and Muamba will each be entitled to receive a pro-rated $8,000 annual retainer, payable quarterly, for service as a non-employee director for the Company’s fiscal year ending December 31, 2026. The Company’s Non-Employee Director Compensation Program includes the payment of a retainer of: (i) $2,000 per quarter for the Chair of the Audit Committee; (ii) $1,000 per quarter for the Chair of the Compensation Committee; and (iii) $1,000 per quarter for the Chair of the Nominating and Governance Committee. In addition, consistent with the Non-Employee Director Compensation Program, each of Messrs. Fotheringham, Jiao and Muamba shall receive an annual stock grant of $100,000 of restricted stock, which will vest quarterly and be paid at the end of each calendar quarter, based upon the market price of shares of the Company’s common stock on the date of issuance, subject to continued service as a director on the Board. The stock award shall be replaced in the future with an option grant upon the adoption of an equity incentive plan.
The Company has entered into a standard form of director agreement with Messrs. Fotheringham, Jiao and Muamba, in substantially the form that is filed as Exhibit 10.1 attached hereto and incorporated herein by reference.
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Item 7.01 Regulation FD Disclosure.
On June 11, 2026, the Company issued a press release disclosing the election of new directors and new governance charters. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
The information in this Item 7.01, including Exhibit 99.4, is being furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 8.01 Other Events.
Adoption of Committee Charters
On June 9, 2026, the Board adopted charters for a Compensation Committee, Audit Committee, and Nominating and Corporate Governance Committee of the Board. The foregoing are attached as Exhibits 99.1-99.3 to this Current Report on Form 8-K.
Following the adoption of the committee charters, the Board made the following committee appointments:
| Director Name | Audit Committee | Compensation Committee | Nomination, Corporate Governance Committee | |||
| Chiching Hung | ||||||
| Adrian Capobianco (1) | ||||||
| Taisia Levintsa | ||||||
| Robert Fotheringham | C | C | M | |||
| Zhenlong (Joe) Jiao | M | M | C | |||
| Henoc Muamba | M | M | M |
C - Chairperson of the Committee.
M - Member of the Committee.
(1) Chairman of the Board.
Adoption of Insider Trading Policy and Code of Ethics
On June 9, 2026, the Board adopted a Code of Ethics, which establishes standards of ethical conduct applicable to the Company’s directors, officers, employees, and, where applicable, agents and representatives and an insider trading policy The foregoing are attached as Exhibits 14.1 and 19.1 respectively to this Current Report on Form 8-K.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits – The following exhibits are filed as part of this report:
| Exhibit No. |
Description | |
| 10.1* | Form of Director’s Agreement | |
| 14.1 * | Code of Ethics | |
| 19.1* | Insider Trading Policy | |
| 99.1* | Audit Committee Charter | |
| 99.2* | Compensation Committee Charter | |
| 99.3* | Nominating and Corporate Governance Committee Charter | |
| 99.4* | Press Release dated June 11, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
*Filed herewith
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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 11, 2026 | /s/ Adrian Capobianco | ||
| By: Adrian Capobianco | |||
| Chief Executive Officer | |||
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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.
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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.
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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.
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(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.
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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-]
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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.
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BILI SOCIAL INTERNATIONAL, INC. |
||
| By: | ||
| Adrian Capobianco | ||
| Chief Executive Officer | ||
|
DIRECTOR
|
|
| [·][·], an individual |
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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.
| 1. | Scope of the Code |
This Code was adopted by the Board and is intended to deter wrongdoing and to promote the following:
| · | honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; | |
| · | full, fair, accurate, timely, and understandable disclosure in reports and documents the Company files with, or submits to, the SEC and in other communications made by the Company; | |
| · | compliance with applicable governmental laws, rules, and regulations; | |
| · | the prompt internal reporting of violations of this Code to the appropriate person or persons, in accordance with this Code and the Company’s Whistleblower Policy, as applicable; | |
| · | accountability for adherence to this Code; and | |
| · | adherence to a high standard of business ethics. |
| 2. | Compliance with Laws, Rules and Regulations |
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.
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| 3. | Conflicts of Interest |
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:
| · | any significant (greater than 5%) ownership interest in any customer or supplier; | |
| · | any consulting or employment relationship with any customer, supplier, or competitor; | |
| · | any outside business activity that detracts from an individual’s ability to devote appropriate time and attention to his or her responsibilities to the Company; | |
| · | the receipt of non-nominal gifts or excessive entertainment from any organization with which the Company has current or prospective business dealings; | |
| · | being in the position of supervising, reviewing, or having any influence on the job evaluation, pay, or benefit of any family member; and | |
| · | selling anything to the Company or buying anything from the Company, except on the same terms and conditions as unaffiliated third parties are permitted to so purchase or sell. |
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.
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| 4. | Insider Trading |
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.
| 5. | Competition and Fair Dealing; Anti-Bribery |
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.
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| 6. | Record-Keeping |
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.
| 7. | Confidentiality; Privacy and Data Security |
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.
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| 8. | Protection and Proper Use of Company Assets |
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.
| 9. | Corporate Disclosures |
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 material information to which such individual may become aware that affects the disclosures made by the Company in its public filings or would otherwise assist the Chief Executive Officer, the Chief Financial Officer, and the Audit Committee in fulfilling their responsibilities with respect to such public filings. | |
| · | Any information the individual may have concerning (i) significant deficiencies in the design or operation of internal controls that could adversely affect the Company’s ability to record, process, summarize, and report financial data or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s financial reporting, disclosures, or internal controls. | |
| · | Any information the individual may have concerning any violation of this Code, including any actual or apparent conflicts of interest between personal and professional relationships, involving any management or other employees who have a significant role in the Company’s financial reporting, disclosures, or internal controls. | |
| · | Any information the individual may have concerning evidence of a material violation of the securities or other laws, rules, or regulations applicable to the Company and the operation of its business, by the Company or any agent thereof, or of violation of this Code. |
| 10. | Waivers of the Code of Ethics |
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.
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| 11. | Reporting and Enforcement |
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.
| 12. | Publicly Available; Annual Review |
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.
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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.
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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.
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PART I
| 1. | General Policy |
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.
| 2. | Definition of “Material Nonpublic Information” |
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:
| · | operating or financial results, including results that are inconsistent with the consensus expectations of the investment community; | |
| · | internal projections of future earnings or losses, or other earnings guidance or targets; | |
| · | execution or termination of significant contracts with business partners; | |
| · | potential or actual gain or loss of a significant customer, supplies, contract or purchase order; | |
| · | pending or proposed merger or other acquisition; | |
| · | disposition, construction or acquisition of significant assets; | |
| · | significant developments involving corporate relationships; | |
| · | changes in dividend policy; | |
| · | new product announcements; | |
| · | stock splits; | |
| · | new equity or debt offerings; | |
| · | positive or negative developments in outstanding litigation; | |
| · | significant litigation exposure due to actual or threatened litigation; and |
| · | changes in the Board of Directors, senior management or the Company’s auditors. |
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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.
| 3. | Trading on Material Nonpublic 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.
| 4. | Confidentiality of Nonpublic Information |
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.
| 5. | Public Disclosure |
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.
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| 6. | Tipping |
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.
| 7. | Short-Term Trading |
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.
| 8. | Applicability of Policy to Inside Information Regarding Other Companies |
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.
| 9. | Post-Termination Transactions |
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.
| 10. | Potential Criminal and Civil Liability |
| a. | Liability for Insider Trading |
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.
| b. | Liability for Tipping |
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.
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| 11. | Possible Disciplinary Actions |
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.
| 12. | Certain Exceptions |
| a. | Stock Option Exercises |
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.
| b. | 401(k) Plan |
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.
| c. | Restricted Stock Awards |
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.
| d. | Gifts |
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.
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PART II
As described in this Part II, if you are a Restricted Person, your transactions in BILI securities are subject to additional restrictions.
| 1. | Short Sales |
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”).
| 2. | Publicly Traded Options |
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.
| 3. | Standing Orders |
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.
| 4. | Hedging Transactions |
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.
| 5. | Margin Accounts and Pledges |
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.
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| 6. | Short-Term Trading |
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.
| 7. | Trading Guidelines and Requirements |
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.
| a. | Quarterly Black-Out Periods |
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.
| b. | Special Black-Out Periods |
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.
| c. | Pre-Clearance of Transactions |
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.
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| d. | Blind Trusts and Pre-Arranged Trading Programs |
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 Adrian@becuaseiloveit.com.
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: Adrian@becauseiloveit.com
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ATTACHMENT 1
CERTIFICATIONS
I certify that:
| 1. | I have read and understand the BILI Social International, Inc. (“Company”) Insider Trading Policy (the “Policy”). I understand that the Chief Executive Officer is available to answer any questions I have regarding the Policy. | |
| 2. | Since the date this Policy became effective, or such shorter period of time that I have been a Board Member, officer, other employee or consultant of the Company, I have complied with the Policy. | |
| 3. | I will continue to comply with the Policy for as long as I am subject to the Policy. |
Signature: _______________________________________
Date: ___________________________________________
Print Name: ______________________________________
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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:
| 1. | Oversee the accounting and financial reporting processes of the Company and audits of the financial statements of the Company. |
| 2. | Aid the Board with respect to its oversight of the following: |
| (a) | the quality and integrity of the Company’s financial statements; | |
| (b) | the Company’s compliance with legal and regulatory requirements; | |
| (c) | the Company’s processes relating to risk management, the conduct and systems of internal control over financial reporting, and disclosure controls and procedures; | |
| (d) | the independent auditor’s engagement, qualifications, compensation, and independence; | |
| (e) | the performance of the Company’s internal audit function, if any, and independent auditor. |
| 3. | Prepare the report required by the rules of the U.S. Securities and Exchange Commission (the “SEC”) to be included in the Company’s annual proxy statement, as applicable. |
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.
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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.
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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.
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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
| 1. | Discuss with management and the independent auditor, prior to public dissemination, the Company’s annual audited financial statements and quarterly financial statements, including the Company’s disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and discuss with the independent auditor the matters required to be discussed pursuant to the requirements of the Public Company Accounting Oversight Board (“PCAOB”). | |
| 2. | Discuss with management and the independent auditor, prior to the Company’s filing of any quarterly or annual report, (a) whether any significant deficiencies in the design or operation of internal control over financial reporting exist that could adversely affect the Company’s ability to record, process, summarize, and report financial data; (b) the existence of any material weaknesses in the Company’s internal control over financial reporting; and (c) the existence of any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. | |
| 3. | Discuss with management and the independent auditor the Company’s earnings press releases (paying particular attention to the use of any “pro forma” or “adjusted” non-GAAP information), as well as financial information and earnings guidance provided and the type of presentations made to analysts and rating agencies. | |
| 4. | Discuss with management and the independent auditor the Company’s major financial risk exposures, the guidelines and policies by which risk assessment and management is undertaken, and the steps management has taken to monitor and control risk exposure. | |
| 5. | Report regularly to the Board following meetings of the Committee, (i) with respect to such matters as are relevant to the Committee’s discharge of its responsibilities, and (ii) with respect to such recommendations as the Committee may deem appropriate. The report to the Board may take the form of an oral report by the Chairman or any other member of the Committee designated by the Committee to make such report. |
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Independent Auditors
| 1. | Select, appoint, retain, compensate, evaluate, and terminate any accounting firm engaged by the Company for the purpose of preparing or issuing an audit report or performing other audit, review, or attest services for the Company and, in its sole authority, approve all audit engagement fees and terms as well as all non-audit engagements with such accounting firm. | |
| 2. | Oversee the work of any accounting firm engaged by the Company for the purpose of preparing or issuing an audit report or performing other audit, review, or attest services for the Company, including resolving any disagreements between management and the independent auditor regarding financial reporting. | |
| 3. | Pre-approve, or adopt procedures to pre-approve, all audit, audit related, tax, and other services permitted by law or applicable SEC regulations (including fee and cost ranges) to be performed by the independent auditor. Any pre-approved services that will involve fees or costs exceeding pre-approved levels will also require specific pre-approval by the Committee. Unless otherwise specified by the Committee in pre-approving a service, the pre-approval will be effective for the 12-month period following pre-approval and will be reviewed on an ongoing basis. The Committee will not approve any non-audit services prohibited by applicable SEC regulations or any services in connection with a transaction initially recommended by the independent auditor, the purpose of which may be tax avoidance and the tax treatment of which may not be supported by the Internal Revenue Code and related regulations. | |
| 4. | To the extent it deems it appropriate, delegate pre-approval authority to the Chairman of the Committee or any one or more other members of the Committee, provided that any member of the Committee who has exercised any such delegation must report any such pre-approval decision to the Committee at its next scheduled meeting. The Committee will not delegate the pre-approval of services to be performed by the independent auditor to management. | |
| 5. | Require that the independent auditor, in conjunction with the Company’s Chief Financial Officer, be responsible for seeking pre-approval for providing services to the Company and that any request for pre-approval must inform the Committee about each service to be provided and must provide detail as to the particular service to be provided. | |
| 6. | Inform each accounting firm engaged for the purpose of preparing or issuing an audit report or to perform audit, review, or attest services for the Company that such firm shall report directly to the Committee. | |
| 7. | Review, at least annually, the qualifications, performance, and independence of the independent auditor, including the lead audit partner. In conducting its review and evaluation, the Committee should, at least annually, obtain and review a report by the Company’s independent auditor describing (i) the auditing firm’s internal quality-control procedures; (ii) any material issues raised by the most recent internal quality-control review, peer review, or PCAOB review, of the auditing firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the auditing firm, and any steps taken to deal with any such issues; and (iii) all relationships between the independent auditor and the Company or any of its subsidiaries. | |
| 8. | Review and discuss with the independent auditor (i) the auditor’s responsibilities under GAAP and the responsibilities of management in the audit process, (ii) the overall audit strategy, (iii) the scope and timing of the annual audit, (iv) any significant risks identified during the auditor’s risk assessment procedures and (v) when completed, the results of the annual audit, including any significant findings. |
| 5 |
Financial Reporting Process
| 1. | In consultation with the independent auditor, management, and the internal auditor, if any, review the integrity of the Company’s financial reporting processes, both internal and external. From time to time, the Committee should obtain and discuss with management and the independent auditor reports from management and the independent auditor regarding (i) all critical accounting policies and practices to be used by the Company and the related disclosure of those critical accounting policies under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; (ii) analyses prepared by management and/or the independent auditor setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements; (iii) all alternative treatments of financial information within GAAP that have been discussed with the Company’s management, the ramifications of the use of the alternative disclosures and treatments, and the treatment preferred by the independent auditor; (iv) major issues regarding accounting principles and financial statement presentations, including any significant changes in the Company’s selection or application of accounting principles; (v) major issues as to the adequacy of the Company’s internal controls and any specific audit steps adopted in light of material control deficiencies; (vi) issues with respect to the design and effectiveness of the Company’s disclosure controls and procedures, management’s evaluation of those controls and procedures, and any issues relating to such controls and procedures during the most recent reporting period; (vii) the effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on the financial statements of the Company; (viii) any significant matters arising from any audit, including any audit problems or difficulties, whether raised by management, the internal auditor, if any, or the independent auditor, relating to the Company’s financial statements; and (ix) any other material written communications between the independent auditor and the Company’s management, including any “management” letter or schedule of unadjusted differences. | |
| 2. | Review periodically the effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on the financial statements of the Company. | |
| 3. | Review with the independent auditor any audit problems or difficulties encountered and management’s response thereto. In this regard, the Committee will regularly review with the independent auditor (i) any audit problems or other difficulties encountered by the auditor in the course of the audit work, including any restrictions on the scope of the independent auditor’s activities or on access to requested information, and any significant disagreements with management and (ii) management’s responses to such matters. Without excluding other possibilities, the Committee may review with the independent auditor (x) any accounting adjustments that were noted or proposed by the auditor but were “passed” (as immaterial or otherwise), (y) any communications between the audit team and the audit firm’s national office respecting auditing or accounting issues presented by the engagement, and (z) any “management” or “internal control” letter issued, or proposed to be issued, by the independent auditor to the Company. | |
| 4. | Advise management, the internal audit department, and the independent auditor that they are expected to provide the Committee a timely analysis of any significant financial reporting issues and practices. | |
| 5. | Obtain from the independent auditor assurance that the audit of the Company’s financial statements was conducted in a manner consistent with Section 10A of the Exchange Act, which sets forth procedures to be followed in any audit of financial statements required under the Exchange Act. | |
| 6. | Establish and oversee procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and for the confidential anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters. |
Related Party Transactions
| 1. | Review and approve all related party transactions of the Company and its subsidiaries as defined by SEC rules and applicable auditing standards, including (i) transactions involving potential conflicts of interest with the Company’s officers and directors, (ii) transactions involving any immediate family members of any officers and directors and (iii) any other related party transactions. | |
| 2. | Keep the Company’s independent auditors informed of the Committee’s understanding of the Company’s relationships and transactions with related parties that are significant to the Company. | |
| 3. | Review and discuss with the independent auditors the auditor’s evaluation of the Company’s identification of, accounting for and disclosure of its relationships and transactions with related parties, including any significant matters arising from the audit regarding the Company’s relationship with related parties. |
| 6 |
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.
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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:
| 1. | determine the compensation of the Chief Executive Officer (the “CEO”) of the Company; | |
| 2. | determine, or recommend to the Board for determination, the compensation of all other executive officers of the Company; | |
| 3. | review and approve the Company’s incentive and equity compensation programs and exercise discretion in the administration of such programs; and | |
| 4. | produce an annual compensation committee report on executive compensation for inclusion in the Company’s annual proxy statement (“Proxy Statement”), or in its Annual Report on Form 10-K (“Form 10-K”) if the Company does not file a Proxy Statement, in accordance with applicable rules and regulations of the Nasdaq Stock Market LLC (“Nasdaq”), the U.S. Securities and Exchange Commission (the “SEC”), and other regulatory bodies. |
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:
| 1. | whether such director is affiliated with the Company, a subsidiary of the Company, or an affiliate of any subsidiary of the Company; and | |
| 2. | the source of compensation of such director, including any consulting, advisory, or other compensatory fee paid by the Company to such director during the three-year period preceding the determination of independence. |
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.
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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.
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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:
| 1. | the provision of other services to the Company by the person that employs the compensation consultant, legal counsel or other adviser; | |
| 2. | the amount of fees received from the Company by the person that employs the compensation consultant, legal counsel or other adviser, as a percentage of the total revenue of the person that employs the compensation consultant, legal counsel or other adviser; | |
| 3. | the policies and procedures of the person that employs the compensation consultant, legal counsel or other adviser that are designed to prevent conflicts of interest; | |
| 4. | any business or personal relationship of the compensation consultant, legal counsel or other adviser with a member of the Committee; | |
| 5. | any stock of the Company owned by the compensation consultant, legal counsel or other adviser; and | |
| 6. | any business or personal relationship of the compensation consultant, legal counsel, other adviser or the person employing the adviser with an executive officer of the Company. |
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.
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Executive and Director Compensation
| 1. | Review and approve annually the corporate goals and objectives applicable to the compensation of the CEO, evaluate at least annually the CEO’s performance in light of those goals and objectives, and determine and approve the CEO’s compensation level based on this evaluation. In evaluating and determining CEO compensation, the Committee shall consider the results of the most recent stockholder advisory vote on executive compensation (“Say on Pay Vote”) required by Section 14A of the Exchange Act. The CEO cannot be present during any voting or deliberations by the Committee on his or her compensation. | |
| 2. | Review and approve the compensation of all other executive officers. In evaluating and determining executive compensation, the Committee shall consider the results of the most recent Say on Pay Vote. | |
| 3. | Review, approve and, when appropriate, recommend to the Board for approval, incentive compensation plans and equity-based plans, and where appropriate or required, recommend for approval by the stockholders of the Company, which includes the ability to adopt, amend and terminate such plans. The Committee shall also have the authority to administer the Company’s incentive compensation plans and equity-based plans, including designation of the employees to whom the awards are to be granted, the amount of the award or equity to be granted and the terms and conditions applicable to each award or grant, subject to the provisions of each plan. In reviewing and approving incentive compensation plans and equity-based plans, including whether to adopt, amend or terminate any such plans, the Committee shall consider the results of the most recent Say on Pay Vote. | |
| 4. | Review and discuss with management the Company’s Compensation Discussion and Analysis (“CD&A”) and the related executive compensation information, recommend that the CD&A and related executive compensation information be included in the Company’s Form 10-K and Proxy Statement, and produce the compensation committee report on executive officer compensation required to be included in the Company’s Proxy Statement or Form 10-K. | |
| 5. | Review and approve and, when appropriate, recommend to the Board for approval, any employment agreements and any severance arrangements or plans, including any benefits to be provided in connection with a change in control, for the CEO and other executive officers, which includes the ability to adopt, amend and terminate such agreements, arrangements or plans. | |
| 6. | Determine stock ownership guidelines, if any, for the CEO, other executive officers and non-employee directors and monitor compliance with such guidelines. | |
| 7. | Review the Company’s incentive compensation arrangements to determine whether they encourage excessive risk-taking, review and discuss at least annually the relationship between risk management policies and practices and compensation, and evaluate compensation policies and practices that could mitigate any such risk. | |
| 8. | Review and recommend to the Board for approval the frequency with which the Company will conduct Say on Pay Votes, taking into account the results of the most recent stockholder advisory vote on frequency of Say on Pay Votes required by Section 14A of the Exchange Act, and review and approve the proposals regarding the Say on Pay Vote and the frequency of the Say on Pay Vote to be included in the Proxy Statement. | |
| 9. | Review all director compensation and benefits for service on the Board and Board committees at least once a year and recommend any changes to the Board as necessary. |
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Reports
| 1. | Report regularly to the Board following meetings of the Committee, (i) with respect to such matters as are relevant to the Committee’s discharge of its responsibilities, and (ii) with respect to such recommendations as the Committee may deem appropriate. The report to the Board may take the form of an oral report by the Chairman or any other member of the Committee designated by the Committee to make such report. |
Other Compensation-Related Matters
| 1. | In conjunction with the Board, the Committee may, as needed, engage with stockholders and proxy advisory firms on executive compensation matters. | |
| 2. | Establish and periodically review policies in the area of senior management perquisites. | |
| 3. | Establish policies and procedures pertaining to expense accounts of senior executives. |
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.
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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:
| 1. | identify, select, or recommend to the Board for selection, the individuals to stand for election as directors at the annual meeting of stockholders or, if applicable, a special meeting of stockholders; | |
| 2. | oversee the selection and composition of committees of the Board and, as applicable, oversee management continuity planning processes; and | |
| 3. | identify, select, or recommend to the Board for selection, individuals to fill any vacancies or newly created directorship positions; and |
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:
| · | the director is not a current officer or employee, or a family member of an officer or employee, of the Company; | |
| · | the Board, under exceptional and limited circumstances, determines that such individual’s membership on the Committee is required by the best interests of the Company and its stockholders; | |
| · | the Company discloses in the proxy statement for the next annual meeting subsequent to such determination (or in its Form 10-K if the Company does not file a proxy statement) the nature of the relationship and the reasons for that determination; and | |
| · | such person does not serve under this exception for more than two years. |
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.
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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.
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Board Selection, Composition, and Evaluation
| 1. | Establish criteria for the selection of new directors to serve on the Board. | |
| 2. | Identify individuals believed to be qualified as candidates to serve on the Board and select, or recommend that the Board select, the candidates for all directorships to be filled by the Board, including due to vacancies on the Board, or by the stockholders at an annual or special meeting. In identifying candidates for membership on the Board, the Committee may take into account all factors it considers appropriate, which may include strength of character, mature judgment, career specialization, relevant technical skills, diversity, the extent to which the candidate would fill a present need on the Board and the other factors outlined in the Company’s corporate governance guidelines. | |
| 3. | Review and make recommendations to the full Board, or determine, whether members of the Board should stand for re-election and consider matters relating to the retirement of Board members, including term limits or age caps. | |
| 4. | Conduct all necessary and appropriate inquiries into the backgrounds and qualifications of possible candidates. In connection with that responsibility, the Committee shall have sole authority to retain and to terminate any search firm to be used to assist in identifying candidates to serve as directors of the Company, including sole authority to approve the fees payable to such search firm and any other terms of retention. | |
| 5. | Consider questions of independence and possible conflicts of interest of members of the Board and executive officers. | |
| 6. | Periodically review and make recommendations, as the Committee deems appropriate, regarding the composition and size of the Board in order to ensure the Board has the requisite expertise and its membership consists of persons with sufficiently diverse and independent backgrounds. | |
| 7. | Oversee the evaluation, at least annually, and as circumstances otherwise dictate, of the Board, Board Committees and management. |
Committee Selection and Composition
| 8. | Recommend members of the Board to serve on the Committees of the Board, giving consideration to the criteria for service on each Committee as set forth in the charter for such Committee, as well as to any other factors the Committee deems relevant, and when appropriate, make recommendations regarding the removal of any member of any Committee. | |
| 9. | Recommend members of the Board to serve as the Chairman of the Committees of the Board. | |
| 10. | Establish, monitor, and recommend the purpose, structure, and operations of the various Committees of the Board, the qualifications and criteria for membership on each Committee of the Board, and as circumstances dictate, make any recommendations regarding periodic rotation of directors among the Committees and impose any term limitations of service on any Board Committee. | |
| 11. | Periodically review the charter and composition of each Committee of the Board for the purpose of making recommendations to the Board for the creation of additional Committees or the elimination of Board Committees. |
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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
| 1. | Report annually to the Board on succession planning, which shall include emergency chief executive officer (CEO) succession, CEO succession in the ordinary course, and succession for other members of senior management. | |
| 2. | Report regularly to the Board following meetings of the Committee, (i) with respect to such matters as are relevant to the Committee’s discharge of its responsibilities, and (ii) with respect to such recommendations as the Committee may deem appropriate. The report to the Board may take the form of an oral report by the Chairman or any other member of the Committee designated by the Committee to make such report. | |
| 3. | Maintain minutes or other records of meetings and activities of the Committee. |
Corporate Governance
To the extent deemed appropriate by the Board and the Committee, the Committee will do as follows:
| 1. | Consider the adequacy of the certificate of incorporation and bylaws of the Company and recommend to the Board, as conditions dictate, that the Board propose amendments to the certificate of incorporation and bylaws for consideration by the stockholders, if required. | |
| 2. | Develop and recommend to the Board a set of corporate governance principles applicable to the Company and keep abreast of developments with regard to corporate governance to enable the Committee to make recommendations to the Board in light of such developments as may be appropriate. | |
| 3. | Consider policies relating to meetings of the Board. This consideration may include meeting schedules and locations, meeting agendas, and procedures for delivery of materials in advance of meetings. |
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.
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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:
| · | Robert Fotheringham — Former Senior Vice President at TMX Group with more than thirty years of experience in capital markets, institutional investment, governance, and public company advisory. Fotheringham’s deep familiarity with Canadian North American exchange infrastructure makes him a direct asset to BILI Social’s Nasdaq uplisting path. |
| · | Joe Jiao — Investment and asset management executive with over twenty-five years of experience guiding portfolio companies through growth stages, capital raises and public market transactions. Jiao brings institutional credibility and hands-on public company experience directly relevant to BILI Social's capital markets strategy. |
| · | Henoc Muamba — Grey Cup MVP, former CFL and NFL linebacker, broadcaster, and entrepreneur. Muamba has built a post-sport career at the intersection of media, brand partnerships and community influence, making him one of the most strategically relevant voices BILI Social could add to its board. As a working practitioner of the creator economy, Muamba brings firsthand understanding of what authentic audience engagement looks like and what brands actually need to earn it. |
In connection with these appointments, BILI Social is advancing the formation of independent board committees, including:
| · | Audit Committee | |
| · | Compensation Committee | |
| · | Corporate Governance and Nominating Committee |
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.
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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
Wendy@becauseiloveit.com
Investor Relations
Phone(888) 458-2545
IR@becauseiloveit.com
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