Glow Holdings, Inc S-1, filed Sep 22, 2026

Glow Holdings, Inc. (GLOH)

Glow Holdings, Inc. offers up to 35,000,000 shares at $0.01 each for maximum proceeds of $350,000, with no minimum, to fund its early-stage Wabiam software strategy; its auditor raised substantial doubt about its ability to continue as a going concern. AI summary

S-1 2026-09-22

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Added on October 26, 2026

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Large accelerated filer ☐	Non-accelerated filer ☒	Emerging growth company ☒
Accelerated filer ☐	Smaller reporting company ☒

	Number of Shares		Price to Public		Underwriting Discounts and Commissions		Proceeds to the Company		Proceeds to Other Persons
Per Share		1	$	0.01	$	0.00	$	0.01	$	0.00
Maximum Offering		35,000,000	$	350,000	$	0.00	$	350,000	$	0.00

Section	Page
Important Information About This Prospectus	3
Cautionary Note Regarding Forward-Looking Statements	3
Prospectus Summary	4
The Offering	8
Risk Factors	10
Dilution	17
Plan of Distribution	18
Use of Proceeds	19
Description of Business	22
Description of Property	30
Management’s Discussion and Analysis of Financial Condition and Results of Operations	31
Directors and Executive Officers	35
Executive Compensation	36
Security Ownership of Certain Beneficial Owners and Management	37
Certain Relationships and Related Transactions	38
Description of Securities	41
Recent Sales of Unregistered Securities	44
Market Information and Related Stockholder Matters	46
Where You Can Find More Information	47
Indemnification of Directors and Officers	47
Legal Matters	47
Experts	47
Financial Statements	48

Offering Terms		Description
Issuer		Glow Holdings, Inc., a Nevada corporation.

Securities Offered		Up to 35,000,000 shares of the Company’s common stock, par value $0.001 per share (the “Offered Shares”).
Offering Price		$0.01 per share.

Maximum Offering Amount		$350,000.

Offering Basis		The Offered Shares are being offered on a “best efforts” basis. There is no minimum number of shares that must be sold or minimum amount of proceeds that must be raised before the Company may conduct a closing.

Minimum Offering Amount		None.

Minimum Investment		No minimum investment amount.

Closings		The Company may conduct one or more closings on a rolling basis after the Registration Statement has been declared effective. Because there is no minimum offering amount, the Company may accept subscriptions and conduct a closing at any level of proceeds raised.

Escrow		None. The Company does not currently intend to use an escrow account. Funds from accepted subscriptions will be available for use by the Company following the applicable closing, subject to applicable law and the terms of this Prospectus.

Offering Period		The Offering will commence promptly after the Registration Statement has been declared effective and will terminate upon the earliest of: (i) the sale of all 35,000,000 Offered Shares; (ii) one year after the effective date of the Registration Statement; or (iii) such earlier date as the Company determines, in its sole discretion, to terminate the Offering.

Common Stock Outstanding Before the Offering		40,123,783 shares.

Common Stock Outstanding After the Offering		75,123,783 shares, assuming all 35,000,000 Offered Shares are sold.

Selling Securityholders		None. All Offered Shares are being offered and sold by the Company.

Maximum Gross Proceeds		$350,000, before deduction of offering expenses.

Use of Proceeds		The Company intends to use the net proceeds of the Offering primarily for software and platform development, technical personnel and contractors, technology and cloud infrastructure, business development and commercialization activities, legal, accounting and compliance expenses, working capital, and general corporate purposes. See “Use of Proceeds.”

Trading Market and Symbol		The Company’s common stock is quoted on the OTC Markets under the symbol “GLOH.”

Voting Control		Daniela Carolina Mujica Chacon will continue to exercise effective voting control over the Company following the Offering through her ownership of all 700,000 outstanding shares of Special 2024 Series B Preferred Stock, each of which is entitled to 1,000 votes. See “Security Ownership of Management and Certain Securityholders” and “Risk Factors.”

Holder / Group	Common Shares	Approx. % of Common
Daniela Carolina Mujica Chacon	37,560,000	50.0%
Ana Teresa Lopez	2,000,000	2.7%
Other Existing Holders	563,783	0.8%
Offering Investors	35,000,000	46.6%

Class of Security	Voting Rights	Conversion Rights	Authorized / Designated	Outstanding Before Offering	Outstanding After Maximum Offering
Common Stock, $0.001 par value	1 vote per share	N/A	700,000,000	40,123,783	75,123,783
Series A Convertible Preferred Stock, $0.001 par value	10 votes per share	1 common share per preferred share	10,000,000 designated	0	0
Special 2024 Series B Preferred Stock, $0.001 par value	1,000 votes per share	None	700,000 designated	700,000	700,000*

	Amount
Offering Price Per Share	$	0.01000
Net Tangible Book Value Before Offering	$	(20,178	)
NTBV Per Share Before Offering	$	(0.00050	)
Estimated Net Proceeds from Maximum Offering	$	305,000
Pro Forma NTBV After Offering	$	284,822
Pro Forma NTBV Per Share After Offering	$	0.00379
Increase in NTBV Per Share to Existing Stockholders	$	0.00429
Dilution Per Share to New Investors	$	0.00621
Dilution as % of Offering Price		62.1%

Use of Proceeds	Amount		% of Gross Proceeds
Software development, platform development and product commercialization	$	100,000		28.6%
Technical personnel, developers and independent contractors		70,000		20.0%
Cloud infrastructure, software tools, hosting, cybersecurity and technology services		30,000		8.6%
Sales, customer acquisition, business development and commercialization activities		40,000		11.4%
Legal, accounting, audit, Securities Act registration expenses and ongoing compliance costs		45,000		12.9%
Working capital and general corporate purposes		65,000		18.5%
Total	$	350,000		100.0%

	1.	legal, accounting, audit, offering, regulatory, and public-company compliance expenses;
	2.	software and platform development activities;
	3.	technical personnel and contractors;
	4.	technology infrastructure and cloud services;
	5.	working capital and general corporate purposes; and
	6.	sales, business development, and broader commercialization activities.

	·	centralizing operational information and reporting;
	·	improving visibility across business functions;
	·	integrating disconnected systems;
	·	automating manually intensive processes;
	·	improving analytics and business intelligence capabilities;
	·	supporting cloud-based and remote accessibility;
	·	standardizing operational workflows; and
	·	creating scalable technology infrastructure capable of evolving with business requirements.

	1.	custom enterprise software development;
	2.	implementation and systems-integration fees;
	3.	technology consulting;
	4.	workflow and process-automation services;
	5.	software maintenance and technical support;
	6.	SaaS subscription revenue;
	7.	cloud-hosted software services;
	8.	licensing arrangements; and
	9.	other recurring technology services.

Period Ended	Revenue		Net Income (Loss)			Total Assets		Total Liabilities
June 30, 2026	$	458,318	$	117,905		$	7,500,000	$	20,178
December 31, 2025	$	139,706	$	(746,095	)	$	553	$	201,298
December 31, 2024	$	0	$	97,153		$	0	$	32,150

Name		Age		Position(s)		Term of Office		Approximate Hours Per Week for Part-Time Employees
Daniela Carolina Mujica Chacon		30		Chief Executive Officer, President, Chief Financial Officer, Treasurer, Secretary and Sole Director		April 2026 to Present		N/A

Name	Capacities in Which Compensation Was Received	Cash Compensation ($)		Other Compensation ($)		Total Compensation ($)
Daniela Carolina Mujica Chacon	Chief Executive Officer, President, Chief Financial Officer, Treasurer, Secretary and Sole Director	$	0	$	360,000	$	360,000

Alonzo Pierce	Former Chief Executive Officer, President, Chief Financial Officer, Treasurer, Secretary and Sole Director	$	0	$	0	$	0	$

Name of Beneficial Owner	Common Shares Beneficially Owned Before Offering		% of Common Stock Before Offering		Common Shares Beneficially Owned After Maximum Offering		% of Common Stock After Maximum Offering		Approx. Voting Power After Maximum Offering
Daniela Carolina Mujica Chacon 732 S 6th Street, Suite R Las Vegas, Nevada 89101		37,560,000		93.6%		37,560,000		50.0%		95.2%

All directors and executive officers as a group (1 person)		37,560,000		93.6%		37,560,000		50.0%		95.2%

	(1)	Percentages of common stock beneficially owned immediately prior to this Offering are based on 40,123,783 shares of common stock issued and outstanding.
	(2)	Percentages of common stock beneficially owned following the Offering assume the sale of all 35,000,000 shares offered hereby and are based on 75,123,783 shares of common stock issued and outstanding.
	(3)	Ms. Mujica Chacon’s beneficial ownership consists of 37,560,000 shares of common stock and 700,000 shares of Special 2024 Series B Preferred Stock. Of the 37,560,000 shares of common stock, 1,560,000 shares were acquired in connection with the April 2026 change in control transaction and 36,000,000 shares were issued to Ms. Mujica Chacon on August 21, 2026 pursuant to her Executive Employment Agreement.
	(4)	Ms. Mujica Chacon beneficially owns all 700,000 issued and outstanding shares of Special 2024 Series B Preferred Stock. Each share of Special 2024 Series B Preferred Stock is entitled to 1,000 votes, representing an aggregate of 700,000,000 votes. Accordingly, Ms. Mujica Chacon controls approximately 99.7% of the Company’s aggregate voting power immediately prior to this Offering and approximately 95.2% of the Company’s aggregate voting power assuming the sale of all 35,000,000 shares offered hereby.

	·	700,000,000 shares of common stock, par value $0.001 per share (the “Common Stock”); and
	·	50,000,000 shares of preferred stock, par value $0.001 per share (the “Preferred Stock”), issuable in one or more series as determined by the Board of Directors.

	·	40,123,783 shares of Common Stock issued and outstanding;
	·	no shares of Series A Convertible Preferred Stock issued and outstanding; and
	·	700,000 shares of Special 2024 Series B Preferred Stock issued and outstanding.

Financial Statements	Reference
Unaudited consolidated financial statements as of June 30, 2026 and for the three- and six-month periods ended June 30, 2026 and 2025, including notes	F-1
Report of Independent Registered Public Accounting Firm	F-11
Audited consolidated financial statements as of December 31, 2025 and 2024 and for the years then ended, including notes	F-12

	June 30, 2026			December 31, 2025
ASSETS
Current assets
Cash	$	–		$	553
Total current assets		–			553

Intangible assets		7,500,000			–

Total assets	$	7,500,000		$	553

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable and accrued liabilities	$	178		$	–
Due to related party		–			77,548
Convertible notes payable		–			113,750
Notes payable		20,000			10,000
Total current liabilities		20,178			201,298

Total liabilities		20,178			201,298

Stockholders' deficit

Series A Preferred stock, $0.001 par value, 10,000,000 shares authorized, 0 and 0 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively		–			–
Series B Preferred stock, $0.001 par value, 700,000 shares authorized, 700,000 and 700,000 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively		700			700
Common stock, $0.001 par value, 700,000,000 shares authorized, 4,123,783 and 2,123,783 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively		4,124			2,124
Additional paid in capital		9,270,419			1,709,757
Accumulated deficit		(1,795,421	)		(1,913,326	)
Total stockholders' deficit		7,479,822			(200,745	)

Total liabilities and stockholders' deficit	$	7,500,000		$	553

	For the three months ended						For the six months ended
	June 30, 2026			June 30, 2025			June 30, 2026		June 30, 2025

Revenue	$	213,764		$	–		$	458,318	$	–

Operating expenses
General and administrative		124,325			3,500			257,916		3,500
Professional fees		107,053			15,210			176,247		15,210
Total operating expenses		231,378			18,710			434,163		18,710

Loss from operations		(17,614	)		(18,710	)		24,155		(18,710	)

Other income (expenses)
Gain(loss) on settlement of debt		93,750			(72,850	)		93,750		(72,850	)
Interest expense		–			–			–		–
Total other expenses		93,750			(72,850	)		93,750		(72,850	)

Net income (loss) before tax provision		76,136			(91,560	)		117,905		(91,560	)
Tax provision		–			–			–		–
Net income (loss)	$	76,136		$	(91,560	)	$	117,905	$	(91,560	)

Net income (loss) per common share - basic	$	0.03		$	(0.04	)	$	0.05	$	(0.04	)
Net income (loss) per common share - diluted	$	0.03		$	(0.04	)	$	0.05	$	(0.04	)

Weighted average number of common shares outstanding - basic		2,761,156			2,123,783			2,444,235		2,123,783
Weighted average number of common shares outstanding - diluted		2,761,146			2,123,783			2,444,225		2,123,783

	Series B Preferred Stock				Common Stock				Additional Paid-in		Accumulated			Total Stockholders'
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance, December 31, 2025		700,000	$	700		2,123,783	$	2,124	$	1,709,757	$	(1,913,326	)	$	(200,745	)
Net loss		–		–		–		–		–		41,769			41,769
Balance, March 31, 2026		700,000		700		2,123,783		2,124		1,709,757		(1,871,557	)		(158,976	)
Forgiven related party debt		–		–		–		–		62,662		–			62,662
Shares issued for intangible assets		–		–		2,000,000		2,000		7,498,000		–			7,500,000
Net loss		–		–		–		–		–		76,136			76,136
Balance, June 30, 2026		700,000	$	700		4,123,783	$	4,124	$	9,270,419	$	(1,795,421	)	$	7,479,822





Balance, December 31, 2024		700,000	$	700		1,921,307	$	1,921	$	1,132,460	$	(1,167,231	)	$	(32,150	)
Net loss		–		–		–		–		–		–			–
Balance, March 31, 2025		–		–		1,921,307		1,921		1,132,460		(1,167,231	)		(32,150	)
Net loss		–		–		–		–		–		(91,560	)		(91,560	)
Balance, June 30, 2025		–	$	–		1,921,307	$	1,921	$	1,132,460	$	(1,258,791	)	$	(123,710	)

June 30, 2026		December 31, 2025
$	–	$	113,750
	5,000		5,000
	5,000		5,000
	10,000		–
$	20,000	$	123,750

	For the years ended
	December 31, 2025			December 31, 2024

Revenue	$	139,706		$	–

Operating expenses
General and administrative		119,287			16,222
Professional fees		347,414			–
Total operating expenses		466,701			16,222

Loss from operations		(326,995	)		(16,222	)

Other income (expenses)
Gain(loss) on settlement of debt		(72,850	)		113,375
Loss on settlement of notes payable		(37,500	)		–
Loss of acquisition of Telecare home health		(300,000	)		–
Interest expense		(8,750	)		–
Total other expenses		(419,100	)		113,375

Net income (loss) before tax provision		(746,095	)		97,153
Tax provision		–			–
Net income (loss)	$	(746,095	)	$	97,153

Net income (loss) per common share - basic and diluted	$	(0.31	)	$	0.05
Weighted average number of common shares outstanding - basic and diluted		2,444,235			1,921,307

	2025			2024
Deferred income tax assets:	$	1,913,326		$	1,167,231
Valuation allowance		(1,913,326	)		(1,167,231	)
Net deferred tax asset	$	–		$	–

	2025		2024
Effective Tax Rate Reconciliation:
Federal statutory tax rate		21.0%		21.0%
State taxes, net of federal benefit		0.0%		0.0%
Change in valuation allowance		(21.0)%		(21.0)%
Effective tax rate		0.0%		0.0%

Expense	Amount
SEC registration fee	$	48.34
Legal fees and expenses		12,500.00
Accounting and audit fees and expenses		14,000.00
EDGAR, printing and filing expenses		6,000.00
Transfer agent and registrar expenses		2,000.00
State securities law fees and expenses		3,000.00
Miscellaneous expenses		7,451.66
Total	$	45,000.00

Exhibit No.	Description	Status
3.1	Amended and Restated Articles of Incorporation, as amended	Filed herewith
3.2	Restated Bylaws	Filed herewith
3.3	Certificate of Designation of Series A Convertible Preferred Stock	Filed herewith
3.4	Certificate of Designation of Special 2024 Series B Preferred Stock	Filed herewith
5.1	Opinion of Clifford J. Hunt, Esq. regarding legality of the shares being registered	Filed herewith
10.1	Form of Subscription Agreement	Filed herewith
10.2	Technology Asset Purchase Agreement dated June 1, 2026	Filed herewith
10.3	Executive Employment Agreement with Daniela Carolina Mujica Chacon	Filed herewith
10.4	Spin-Out and Membership Interest Transfer Agreement relating to TeleCare Home Health LLC	Filed herewith
23.1	Consent of Aloba, Awomolo & Partners, independent registered public accounting firm	Filed herewith
23.2	Consent of Clifford J. Hunt, Esq.	Included in Exhibit 5.1
107	Calculation of Filing Fee Table	Filed herewith

	GLOW HOLDINGS, INC.

Date: September 22, 2026	By: /s/ Daniela Carolina Mujica Chacon
	Daniela Carolina Mujica Chacon
	Chief Executive Officer, President, Chief Financial Officer, Treasurer and Secretary

ARTICLE I
OFFICES	1
Section 1. Principal Office	1
Section 2. Other Offices	1
ARTICLE II
DIRECTORS - MANAGEMENT	1
Section 1. Powers, Standard of Care	1
Section 2. Number and Qualification of Directors	2
Section 3. Election and Term of Office of Directors	2
Section 4. Vacancies	2
Section 5. Removal of Directors	2
Section 6. Place of Meetings	3
Section 7. Annual Meetings	3
Section 8. Other Regular Meetings	3
Section 9. Special Meetings/Notices	3
Section 10. Waiver of Notice	4
Section 11. Quorums	4
Section 12. Adjournment	4
Section 13. Notice of Adjournment	4
Section 14. Board of Directors Provided by Articles or Bylaws	4
Section 15. Directors Action by Unanimous Written Consent	4
Section 16. Compensation of Directors	4
Section 17. Committees	4
Section 18. Meetings and Action of Committees	5
Section 19. Advisory Directors	5
ARTICLE III
OFFICERS	5
Section 1. Officers	5
Section 2. Appointment of Officers	5
Section 3. Subordinate Officers, Etc.	5
Section 4. Removal and Resignation of Officers	5
Section 5. Vacancies	5
Section 6. Chairman of the Board	6
Section 7. President and Chief Executive Officer	6
Section 8. Secretary	6
Section 9. Chief Financial Officer or Treasurer.	6

ARTICLE IV
SHAREHOLDERS’ MEETINGS	7
Section 1. Place of Meetings	7
Section 2. Annual Meeting	7
Section 3. Special Meetings	7
Section 4. Notice of Meetings - Reports	7
Section 5. Quorum	8
Section 6. Adjourned Meeting and Notice Thereof	8
Section 7. Waiver or Consent by Absent Shareholders	8
Section 8. Maintenance and Inspection of Bylaws	9
Section 9. Annual Report to Shareholders	9
Section 10. Financial Statements	9
Section 11. Annual Statement of General Information	10
ARTICLE V AMENDMENTS TO BYLAWS	10
Section 1. Amendment by Shareholders	10
Section 2. Amendment by Directors	10
Section 3. Record of Amendments	10
ARTICLE VI MISCELLANEOUS	10
Section 1. Shareholders’ Agreements	10
Section 2. Effect of Shareholders’ Agreements	11
Section 3. Subsidiary Corporations	11
Section 4. Accounting Year	11
Section 5. Form	11

/s/ See Kuy Tan		/s/ See Kuy Tan
By:	See Kuy Tan	By:	See Kuy Tan
Its:	President	Its:	Secretary

	1.	Articles of Incorporation and amendments thereto;
	2.	Bylaws;
	3.	Resolutions of the Board of Directors authorizing the issuance of the Shares; and
	4.	Such other documents and records as we have deemed relevant in connection with this opinion.

	Sincerely,

	LAW OFFICE OF CLIFFORD J. HUNT, P.A.

	/s/ Clifford J. Hunt

Number of Shares Subscribed For:	____________________________
Price Per Share:	$0.01
Total Subscription Amount:	$___________________________
Subscriber Name:	____________________________