SEC FORM 1A - May 4, 2026

UNATION, INC.

(A Delaware Corporation)

12802 Tampa Oaks Boulevard, Suite 405

Tampa, Florida 33637

www.unation.com

Up to $20,000,000 of

Revenue-Backed Participation Securities

This is an offering of revenue-backed participation securities (the “Securities”) of UNATION, Inc., a Delaware corporation (the “Company”). The Securities are being offered pursuant to Regulation A under the Securities Act of 1933, as amended.

The Company operates a technology platform designed to enable discovery and engagement with experiences, supported by a proprietary behavioral intelligence infrastructure known as OrbweaverAI. The platform integrates distribution, behavioral data, and predictive intelligence to optimize engagement between consumers and businesses.

The Company is offering up to $20,000,000 of Securities at a price of $6.00 per Security. The minimum investment amount is $250.

The Securities entitle holders to participate in a portion of the Company’s gross revenues, subject to the terms described in this Offering Circular, until such time as the applicable return threshold is achieved, after which the Securities may convert into shares of the Company’s Class A common stock, as further described herein.

Price to Public: $6.00 per Security

Minimum Investment: $250

Maximum Offering Amount: $20,000,000

The Company is conducting this offering on a best-efforts basis with no minimum offering amount. There is no assurance that any minimum amount will be sold.

Investor funds will be held in a segregated escrow account and will not be released to the Company until accepted by the Company in accordance with the terms described in this

AN OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. INFORMATION CONTAINED IN THIS PRELIMINARY OFFERING CIRCULAR IS SUBJECT TO COMPLETION OR AMENDMENT. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED BEFORE THE OFFERING STATEMENT FILED WITH THE COMMISSION IS QUALIFIED. THIS PRELIMINARY OFFERING CIRCULAR SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR MAY THERE BE ANY SALES OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL BEFORE REGISTRATION OR QUALIFICATION UNDER THE LAWS OF SUCH STATE.

THE COMPANY MAY ELECT TO SATISFY ITS OBLIGATION TO DELIVER A FINAL OFFERING CIRCULAR BY SENDING YOU A NOTICE WITHIN TWO BUSINESS DAYS AFTER THE COMPLETION OF THE COMPANY’S SALE TO YOU THAT CONTAINS THE URL WHERE THE FINAL OFFERING CIRCULAR OR THE OFFERING STATEMENT IN WHICH SUCH FINAL OFFERING CIRCULAR WAS FILED MAY BE OBTAINED.

THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OR GIVE ITS APPROVAL OF ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION.

GENERALLY, NO SALE MAY BE MADE TO YOU IN THIS OFFERING IF THE AGGREGATE PURCHASE PRICE YOU PAY IS MORE THAN 10% OF THE GREATER OF YOUR ANNUAL INCOME OR NET WORTH. DIFFERENT RULES APPLY TO ACCREDITED INVESTORS AND NON-NATURAL PERSONS. BEFORE MAKING ANY REPRESENTATION THAT YOUR INVESTMENT DOES NOT EXCEED APPLICABLE THRESHOLDS, THE COMPANY ENCOURAGES YOU TO REVIEW RULE 251(d)(2)(i)(C) OF REGULATION A. FOR GENERAL INFORMATION ON INVESTING, YOU MAY REFER TO www.investor.gov.

This offering is inherently risky. See “Risk Factors” beginning on page [__].

Sales of these securities will commence on or about [________], following qualification of the Offering Statement by the Securities and Exchange Commission.

The Company is following the “Offering Circular” format of disclosure under Regulation A.

PART II — OFFERING CIRCULAR

TABLE OF CONTENTS

BUSINESS

Overview

UNATION, Inc. (“UNATION” or the “Company”), together with its artificial intelligence engine, OrbweaverAI, operates a behavioral intelligence platform designed to facilitate discovery, engagement, and participation across the experience economy.

The platform is built on a one-to-one model in which each user interaction contributes to an evolving behavioral profile and corresponding predictive model. The Company’s core technology framework consists of Behavioral Timing Intelligence (“BTI”) and its applied execution system, the Predictive Timing Engine (“PTE”).

BTI serves as the underlying intelligence layer, modeling probability, timing, and expected outcomes based on behavioral and contextual signals. The PTE operationalizes these insights by determining when engagement is most likely to occur and enabling real-time execution across the platform.

The Company’s platform connects consumers, creators, venues, and organizers through a unified system that captures behavioral signals generated through real-world participation and uses those signals to improve how experiences are discovered and engaged over time. The Company’s platform is in an ongoing stage of development and expansion, and certain components of its behavioral intelligence system continue to be refined and scaled. 

Unlike traditional digital platforms that rely primarily on static listings, search-based discovery, or generalized audience targeting, UNATION is structured as a behavioral intelligence system in which user interaction continuously informs platform performance.

At the core of this system are three integrated components:

Together, these components form a continuously learning system in which engagement generates data, data informs intelligence, and intelligence improves future engagement.

Platform Intelligence and Decisioning

The Company’s platform incorporates artificial intelligence not as a standalone analytical function, but as an embedded component of its operational architecture.

OrbweaverAI (OAI) functions as the coordinating intelligence layer across the platform, integrating behavioral data, predictive modeling, and execution logic to support system-wide decisioning. 

OrbweaverAI processes behavioral signals derived from user interaction—including participation, engagement patterns, and contextual inputs—to support decision-making across the platform. These decisions include how experiences are surfaced, how audiences are segmented, and how engagement is coordinated.

This integrated approach allows the platform to move beyond static discovery models toward a more adaptive system that evolves with user behavior over time.

Behavioral Timing Intelligence & Predictive Timing Engine

Behavioral Timing Intelligence (BTI) is the Company’s predictive framework that evaluates when, where, and at what price engagement or transaction outcomes are most likely to occur. BTI incorporates multiple categories of behavioral data, including participation history, temporal patterns, geospatial context, response behavior, and environmental variables.

The Predictive Timing Engine (PTE) is the applied system through which BTI insights are delivered. The PTE determines the timing, format, and channel of engagement and enables the execution of recommendations, offers, and transactions within the platform environment.

The system operates within a continuous feedback loop in which user interactions are measured and reintegrated into the model, allowing for ongoing refinement of predictive accuracy at both the individual and aggregated levels.

The Company’s platform is designed to serve both consumers and businesses:

This dual-sided model allows the Company to coordinate supply and demand using a unified behavioral intelligence system.

Category Definition

The Company operates within an emerging category that may be described as behavioral intelligence infrastructure for the experience economy.

This category is characterized by platforms that:

The Company believes that integrating behavioral data with real-world participation may enable more efficient alignment between consumer demand and business offerings. However, this category is still evolving, and there can be no assurance that it will develop as anticipated or that the Company will achieve a leading position within it.

Industry Context

The Company operates at the intersection of two large and evolving markets:

Traditional platforms in these markets often rely on stated preferences or limited behavioral signals. The Company’s approach is designed to incorporate observed real-world behavior, which may provide a more accurate representation of user intent.

Platform Architecture

The Company’s technology architecture is structured as a closed-loop behavioral system:

Within this framework:

Each interaction contributes to system learning, increasing predictive precision over time.

The platform is structured as a multi-layer system:

1. Distribution Layer (UNATION)

The UNATION platform aggregates and distributes information about events, venues, and experiences. Users can discover, plan, and participate in activities through mobile and web interfaces.

2. Behavioral Data Layer

The Company collects data based on user interactions, including engagement with events, locations, and content. This data forms the basis of dynamic user profiles.

3. Intelligence Layer (OrbweaverAI)

OrbweaverAI serves as the Company’s behavioral intelligence layer, designed to process and interpret data generated across the platform.

The system is intended to:

Rather than functioning as a standalone application, OrbweaverAI operates as an embedded system within the Company’s broader platform architecture.

4. Engagement and Monetization Layer

The Company uses insights derived from its intelligence layer to:

This integrated structure is intended to improve conversion efficiency and create a feedback loop in which user activity continuously refines system performance.

The Predictive Timing Engine (PTE)

The Company’s intelligence architecture includes components such as the Predictive Timing Engine (“PTE”), which introduces timing as a core variable in engagement decisioning.

While many digital systems focus primarily on determining which content or offer is relevant to a user, the PTE is designed to determine when engagement is most likely to occur.

The PTE evaluates continuously evolving behavioral and contextual signals, including:

These signals are structured within the Company’s behavioral data layer and analyzed by OrbweaverAI to identify patterns in both user preference and timing sensitivity.

Timing Optimization and Engagement

Using these inputs, the Predictive Timing Engine supports platform decisioning by evaluating multiple timing dimensions, including:

This is intended to enable the platform to transition from generalized outreach toward  more precision-timed engagement, aligning interactions with periods of higher user receptivity.

Attribution and Continuous Learning

The Predictive Timing Engine operates within a closed-loop system in which engagement outcomes are captured and used to refine future decisions.

Following user interaction, the platform records data including:

This information is reintegrated into the system, allowing timing models to be refined at both the individual and cohort level.

Over time, this process contributes to a compounding effect in which the platform’s ability to coordinate engagement improves as more behavioral data is captured.

Operational and Strategic Implications

The integration of timing intelligence into the Company’s platform architecture has several operational implications:

While the Company cannot guarantee specific performance outcomes, management believes that the incorporation of behavioral timing and attribution capabilities may contribute to improved engagement efficiency over time.

System Loop

The Company’s platform is designed to operate as a continuous feedback system in which user behavior, data generation, and revenue activity are interdependent.

User participation in experiences generates behavioral data, which is processed by the Company’s intelligence layer to inform targeting, recommendations, and engagement strategies. These outputs are intended to improve conversion efficiency and participation levels, which may contribute to increased revenue activity. As the system processes additional behavioral inputs over time, it is designed to refine its outputs and improve performance.

This feedback loop is intended to support increasing efficiency as the platform scales; however, there can be no assurance that such efficiencies will be achieved.

Business Model

The Company generates revenue through multiple channels associated with its platform, including:

Revenue generation is closely tied to user engagement and participation within the platform.

Platform Validation and Operating Metrics

The Company has conducted internal analyses and controlled marketing initiatives to evaluate user engagement and conversion performance across its platform. 

The Company’s ability to drive such engagement is supported by its Behavioral Timing Intelligence framework and Predictive Timing Engine, which are designed to align user interactions with higher-probability engagement and transaction windows. By coordinating timing, relevance, and execution, the Company seeks to improve conversion efficiency and overall monetization performance across its platform. 

Such analyses have included:

In certain campaigns, the Company has observed engagement metrics that exceed typical industry benchmarks for digital marketing; however, these results may not be indicative of future performance and may vary based on market conditions, campaign design, and other factors.

The Company intends to continue refining its data models and engagement strategies based on observed performance; however, there can be no assurance that such efforts will result in sustained improvements in user acquisition, engagement, or revenue generation.

Data and Technology Strategy

The Company’s strategy centers on leveraging behavioral data to improve decision-making and outcomes across its platform. The Company’s data assets consist of a combination of internally generated data, third-party data sources, and modeled behavioral data. The Company does not claim ownership of all underlying individual-level data and relies on a combination of aggregation, modeling, and third-party relationships. 

Key elements include:

The Company believes that its focus on observed behavior, rather than solely on stated preferences, may provide advantages in understanding user intent and improving engagement.

Growth Strategy

The Company’s growth strategy includes:

The Company intends to scale its platform while maintaining a focus on efficiency in user acquisition and revenue generation.

Competitive Landscape

The Company operates in a competitive environment that includes:

Many competitors are larger and have greater financial resources. The Company seeks to differentiate itself through its integration of behavioral data, artificial intelligence, and real-world engagement.

Competitive Positioning

The Company operates within a competitive landscape that includes event platforms, ticketing systems, social discovery platforms, and digital advertising channels.

Management believes that the Company’s integrated approach—combining behavioral data derived from real-world participation, artificial intelligence–driven decisioning, and timing optimization—differentiates the platform from systems that rely primarily on static content distribution or inferred user intent.

While many platforms compete on content availability, audience scale, or distribution, the Company differentiates itself through its focus on timing as a core variable in engagement decision-making. The integration of Behavioral Timing Intelligence and the Predictive Timing Engine represents a distinct approach to coordinating engagement across users and businesses. 

The Predictive Timing Engine represents one component of this broader architecture, supporting the Company’s objective of improving how users discover and engage with experiences across the platform.

Its purpose is to continuously refine how users are matched with experiences and how businesses engage with audiences, based on observed behavior over time.

Intellectual Property

The Company relies on a combination of proprietary technology, data, and trade secrets to support its operations.

While certain aspects of the Company’s platform may be protectable, the Company also depends on ongoing innovation and execution to maintain its competitive position.

Regulatory Considerations

The Company’s operations involve the collection and use of user data and are subject to applicable laws and regulations, including those related to data privacy and consumer protection.

Changes in applicable regulations could impact the Company’s operations or increase compliance costs.

Organizational Structure

UNATION, Inc. is a Delaware corporation. The Company conducts its operations directly and through its technology platform.

The Company has engaged a registered transfer agent to maintain the official records of ownership of its securities. Ownership of securities issued in this Offering will be reflected in the books and records of the transfer agent, which shall serve as the official record of ownership for all purposes.

The Company may, in the future, integrate additional technologies to enhance recordkeeping and administrative efficiency, including the use of blockchain or tokenization systems; however, any such technologies would serve solely as administrative or representational layers, and the transfer agent’s records will remain controlling with respect to ownership.

OrbweaverAI is a proprietary system developed and operated by the Company as part of its overall platform architecture.

Cryptocurrency Payments

The Company may accept cryptocurrency, including:

Such payments may be converted into U.S. dollars upon receipt and are subject to volatility, custody, and regulatory risks.

The Company intends to implement compliance procedures consistent with applicable anti-money laundering and know-your-customer requirements.

The Company may, in the future, utilize blockchain or tokenization technologies as a recordkeeping or administrative layer to represent ownership interests in its securities. Any such tokenization would not constitute a separate security and would serve solely as a digital representation of securities issued pursuant to this Offering. Investors will not receive cryptocurrency or digital tokens as the primary form of the Securities offered herein, and any such technologies, if implemented, will be subject to applicable securities laws and regulatory requirements.

Technology Disclaimer

References to the Company’s technology and behavioral intelligence systems reflect intended functionality and design objectives.

There can be no assurance that such systems will produce improved engagement, conversion, or revenue outcomes.

PLAN OF DISTRIBUTION

Subscriptions are made through subscription agreements.

All subscription funds will be transmitted to an escrow account maintained by an escrow agent.

A subscription will not be deemed accepted by the Company unless and until:

The Company may accept subscriptions on a rolling basis and may conduct one or more closings.

Funds will be released from the escrow account to the Company only upon acceptance of subscriptions and receipt of written instructions from the Company to the escrow agent.

The Company does not intend to establish or support a trading market for the Securities at the time of this Offering. The Company may, in the future, explore opportunities to facilitate secondary transactions in compliance with applicable securities laws; however, there can be no assurance that any such market will develop or that investors will be able to sell their securities.

ESCROW ARRANGEMENT 

All investor funds will be deposited into a segregated escrow account.

Funds will not be released unless and until:

The escrow agent will act solely in a ministerial capacity and shall be entitled to rely conclusively upon written instructions from the Company.

NO MINIMUM OFFERING 

The Offering is conducted on a no minimum basis.

Accordingly:

DESCRIPTION OF THE SECURITIES

Overview of the Securities

The Securities are structured as revenue-backed instruments that provide investors with participation in a portion of the Company’s gross revenues, subject to a defined return cap. The Company has classified these instruments as a long-term revenue participation obligation on its balance sheet, consistent with their contingent nature, lack of fixed maturity, and dependence on future revenues. 

The Securities:

The Securities are contractual instruments and are not shares of Common Stock or Preferred Stock.

Payments to investors are contingent upon the Company’s revenue and may vary significantly, and there can be no assurance that the Company will generate sufficient revenue to provide payments or achieve the return cap.

Upon satisfaction of the return cap, the Securities will convert into equity as described herein.

Revenue Participation Mechanics

The Securities are revenue-backed convertible instruments. Holders of the Securities will be entitled to receive payments from a fixed percentage of the Company’s gross revenues, allocated among all outstanding Securities on a pro rata basis, subject to the terms, limitations, and return cap described in this Offering Circular. 

The Company currently expects to allocate approximately 8.0% of gross revenues toward payments on the Securities. Payments, if any, will be made from available gross revenues and will not constitute fixed interest, guaranteed dividends, or mandatory debt repayments.

Return Cap

Each investor’s right to receive revenue-based payments will be subject to a maximum return cap equal to 150% of the investor’s Subscription Amount, representing the maximum aggregate amount of payments that such investor may receive, unless otherwise described in the applicable subscription agreement. 

For example, an investor who subscribes for $100,000 of Securities would be entitled to receive revenue-based payments up to an aggregate cap of $150,000, subject to the Company generating sufficient gross revenues and the other terms of the Securities.

The Company has no obligation to ensure that the return cap is achieved, and the timing and amount of any payments will depend entirely on the Company’s revenue performance. 

There can be no assurance that the Company will generate sufficient revenues to make any payments or to satisfy the return cap.

Timing of Payments

Revenue-based payments, if any, are currently expected to be calculated and paid on a quarterly basis based on the Company’s gross revenues for the applicable period.

Payments will be made only to the extent gross revenues are generated and available for allocation under the terms of the Securities. The Company will not be required to make payments if insufficient revenue is generated.

No Debt Obligation

The Securities are not debt obligations of the Company. The Securities do not provide fixed interest, a fixed maturity date, or any unconditional right to repayment of principal.

Payments to investors are contingent upon the Company’s revenue and may be delayed, reduced, or never made.

Conversion Upon Satisfaction of Return Cap

Upon satisfaction of the applicable return cap, the Securities will automatically convert into shares of the Company’s Class A common stock as described herein. 

The number of shares issued upon conversion will be determined based on the conversion terms set forth in the subscription agreement and related offering documents.

Transfer Restrictions

The Securities are restricted securities and may not be transferred except in compliance with applicable federal and state securities laws and any transfer restrictions imposed by the Company.

The Company may require legal opinions, documentation, or other evidence of compliance as a condition to approving any transfer.

Any future transfer or resale of the Securities, including transfers facilitated through electronic or digital systems, will be subject to applicable securities laws, transfer restrictions, and Company approval.

Limited Rights Prior to Conversion

Prior to conversion, holders of the Securities will not have the rights of holders of common stock, including voting rights, dividend rights, or rights to participate in corporate governance, except as expressly provided in the Securities or applicable law.

Revenue-Based Payment Risk

Payments to investors under the Securities are based solely on a portion of the Company’s gross revenues. As described in “Risk Factors,” the Company’s ability to generate such revenues is dependent, in part, on user engagement, monetization, and the performance of its behavioral intelligence systems, including Behavioral Timing Intelligence (“BTI”) and the Predictive Timing Engine (“PTE”). If the Company does not generate sufficient revenues, or if these systems do not perform as expected, investors may receive limited or no payments, and the amounts available for payments to investors may be reduced.

USE OF PROCEEDS

The Company estimates that the net proceeds from this Offering, after payment of offering expenses, will be approximately $19.3 million, assuming the maximum offering amount is sold.

The Company intends to deploy the net proceeds from this Offering to support the continued development and scaling of its behavioral intelligence platform. Management’s capital allocation strategy is designed to enhance the Company’s data infrastructure, improve engagement efficiency, and expand revenue-generating capabilities. Through these investments, the Company seeks to strengthen the relationship between user engagement, monetization, and long-term financial performance; however, there can be no assurance that these objectives will be achieved.

The amounts and percentages set forth below are estimates and may be adjusted by the Company in its sole discretion based on market conditions, operational priorities, and the pace of capital deployment.

Allocation of Proceeds

The Company currently anticipates allocating the net proceeds from this Offering approximately as follows:

The Company may reallocate proceeds within the ranges described above based on market conditions, operational priorities, and the performance of its behavioral intelligence systems, including Behavioral Timing Intelligence (BTI) and the Predictive Timing Engine (PTE). Management expects to prioritize investments that enhance engagement efficiency, improve conversion outcomes, and support scalable revenue generation across the platform.

Use of Proceeds Overview

The Company intends to use the net proceeds from this Offering to support the continued development, expansion, and operation of its behavioral intelligence platform, including its artificial intelligence systems, data infrastructure, and market deployment initiatives.

Current priorities include:

A portion of the proceeds is expected to be allocated toward the advancement of the Predictive Timing Engine, which functions as a component of the Company’s intelligence architecture.

Strategic Overview

The Company intends to deploy proceeds to accelerate the development and scaling of its behavioral intelligence platform, expand revenue-generating operations, and enhance its data and artificial intelligence infrastructure.

The Company’s platform is designed to operate as a closed-loop behavioral system, in which capital deployment supports data acquisition and infrastructure development; enhanced data and infrastructure improve intelligence and decisioning capabilities; and improved engagement may contribute to increased participation, monetization, and further data generation.

This cycle—capital deployment to intelligence enhancement to engagement optimization to data accumulation—is intended to support continuous system improvement over time.

The Company’s revenue model is supported by its ability to improve engagement efficiency and conversion probability through its Behavioral Timing Intelligence framework and Predictive Timing Engine. By aligning engagement with high-probability moments, the Company seeks to increase transaction volume, improve pricing outcomes, and enhance monetization efficiency across its platform. 

The Company cannot assure investors that it will achieve these outcomes; however, management believes that investment in these systems may contribute to improved operational efficiency and long-term value creation.

Platform Development and Technology Infrastructure

A portion of the proceeds will be used to enhance the Company’s core platform, including:

These investments are intended to improve user experience, increase engagement, and support platform scalability.

Sales, Marketing, and User Acquisition

The Company expects to allocate a significant portion of proceeds to expand its user base and drive engagement through:

These efforts are intended to increase participation on the platform and support revenue-generating activity.

Operations and Personnel

Proceeds will be used to support operational growth, including:

These investments are intended to support the Company’s ability to execute its growth strategy.

Data Infrastructure and AI Development

The Company intends to invest in the continued development of its behavioral intelligence systems, including:

These investments are designed to strengthen the Company’s ability to translate behavioral data into actionable platform intelligence and revenue-generating outcomes. There can be no assurance that these systems will perform as expected or produce improved engagement, conversion, or revenue results.

General Corporate Purposes and Working Capital

A portion of the proceeds will be used for general corporate purposes, including:

Flexibility in Use of Proceeds

The Company will have broad discretion in the application of the net proceeds from this Offering. Accordingly, investors will be relying on the judgment of management with respect to the use of proceeds.

No Segregation of Proceeds

Funds released from escrow upon acceptance of subscriptions will become available for immediate use by the Company and will not be segregated for specific investors or specific purposes.

Temporary Investment of Proceeds

Pending use, the Company may invest a portion of the net proceeds in short-term, interest-bearing instruments, including U.S. Treasury securities, money market funds, or other investment-grade instruments.

The Company believes that disciplined deployment of capital in alignment with its behavioral intelligence framework may improve efficiency in user acquisition, engagement, and monetization over time; however, no assurance can be given that such outcomes will be achieved.

RISK FACTORS

An investment in the Securities involves a high degree of risk. You should carefully consider the following risk factors, together with all other information contained in this Offering Circular, before making an investment decision. If any of the following risks occur, the Company’s business, financial condition, and results of operations could be materially adversely affected. In such case, you may lose all or part of your investment.

Risks Related to the Securities

The Securities are not traditional equity or debt instruments and may be difficult to evaluate.

The Securities represent a revenue-backed convertible instrument and are not traditional common equity or debt. Investors will not receive fixed interest payments, and there is no guaranteed return of capital. The structure may be unfamiliar to some investors and may be difficult to evaluate relative to more conventional investments.

Payments to investors depend entirely on the Company’s revenue and may be delayed, reduced, or never realized.

Payments to investors are based solely on a portion of the Company’s gross revenues. If the Company does not generate sufficient revenue, investors may receive limited or no payments, and may not receive amounts equal to their Subscription Amount.

There is no fixed maturity date or repayment obligation.

The Securities do not have a fixed maturity date and do not obligate the Company to repay the Subscription Amount by any specific time. Accordingly, investors may be required to hold the Securities for an indefinite period.

The conversion feature may not provide meaningful or liquid equity value.

Although the Securities provide for conversion into Class A common stock upon satisfaction of the return cap, the value of such equity at the time of conversion is uncertain and may be significantly less than anticipated. There may be limited or no liquidity for such shares.

Risks Related to the Offering Structure

The Offering is being conducted on a “no minimum” basis.

The Offering does not require a minimum aggregate amount of subscriptions. As a result:

Funds will be released from escrow on a rolling basis.

Investor funds will be released from escrow upon acceptance of individual subscriptions. 

As a result:

The Company has broad discretion to accept or reject subscriptions.

The Company may accept or reject any subscription, in whole or in part, in its sole discretion. As a result:

The escrow agent has limited duties and will rely on Company instructions.

The escrow agent will act in a ministerial capacity and will rely conclusively on written instructions from the Company. The escrow agent will not independently verify whether subscription conditions have been satisfied, which may increase the risk of errors or disputes.

Cryptocurrency payments introduce additional risks.

To the extent the Company accepts cryptocurrency:

Risks Related to Liquidity and Transferability

The Securities are restricted and may not be freely transferable.

The Securities are subject to restrictions on transfer and may not be sold or transferred except in compliance with applicable securities laws and Company approval. As a result, investors may be unable to liquidate their investment. 

There is currently no established market for the Securities.

There is currently no established market for the Securities, and none is expected to develop at the time of this Offering. Although the Company may, in the future, explore opportunities to facilitate secondary transactions, including through regulated alternative trading systems or other compliant platforms, there can be no assurance that any such market will develop or that investors will be able to sell their securities at favorable prices, or at all. 

Risks Related to the Company and Business

The Company operates in a highly competitive and evolving market.

The Company operates in the experience economy and behavioral data sector, which is rapidly evolving and highly competitive. The Company faces competition from established platforms, emerging technology companies, and other market participants, many of which have greater financial, technical, and marketing resources. Such competitors may be better positioned to develop, market, and scale competing products or services, which could adversely affect the Company’s business, financial condition, and results of operations.

Financial Statements Have Not Yet Been Reviewed by an Independent Accountant

The financial statements included in this Offering Circular have been prepared by management and have not been reviewed or audited by an independent public accounting firm as of the date of this Offering Circular.

The Company has engaged an independent accounting firm to perform a review of such financial statements; however, such review has not been completed. Accordingly, investors will not have the benefit of an independent accountant’s review at the time of making an investment decision. Any such review, when completed, may result in changes to the financial statements, which could be material.

Financial Information May Be Subject to Adjustment

The financial data presented in this Offering Circular is derived from management-prepared financial statements and is subject to potential adjustment upon completion of an independent review.

Any such adjustments could affect the Company’s reported financial condition, results of operations, or other financial metrics, and investors should not place undue reliance on such financial information.

The Company’s ability to continue as a going concern is uncertain.

The Company has incurred recurring losses, has negative cash flows from operations, and has an accumulated deficit. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue operations is dependent on its ability to generate revenue and/or obtain additional financing. There can be no assurance that the Company will be successful in achieving either of these objectives.

The Company’s revenue model depends on user engagement and may not scale as expected.

The Company’s ability to generate revenue depends on its ability to grow and maintain user engagement. If the Company fails to scale its user base or monetize effectively, revenues may be insufficient to support investor returns.

The Company’s technology, data, and artificial intelligence systems may not perform as expected.

The Company’s business model relies on data collection, behavioral modeling, and technology infrastructure. These systems may fail to operate as intended due to technical limitations, data quality issues, integration challenges, or other factors, which could adversely affect performance.

Reliance on Predictive Models and Behavioral Intelligence Systems

The Company’s platform relies on predictive models, including Behavioral Timing Intelligence (“BTI”) and the Predictive Timing Engine (“PTE”), to generate recommendations, engagement timing decisions, and other operational outputs.

These systems depend on the collection, processing, and interpretation of behavioral and contextual data and involve inherent uncertainties, including:

There can be no assurance that these models will accurately predict user behavior, engagement timing, or transaction outcomes.

If the Company is unable to effectively capture, integrate, or interpret such data, or if its models do not perform as expected, the anticipated benefits of these systems may not be realized. This could adversely affect user engagement, conversion rates, monetization levels, and overall platform performance, which in turn could negatively impact the Company’s revenues and financial condition.

Dependence on Data Availability, Quality, and Privacy Compliance

The effectiveness of the Company’s behavioral intelligence systems depends on the availability, quality, and continuity of data inputs. Any disruption in data collection, integration, processing, or access to third-party data sources may impair the Company’s ability to generate accurate predictive insights, which could adversely affect engagement, conversion, and revenue.

The Company’s data strategy is subject to privacy, regulatory, and operational risks.

The Company’s ability to collect and use behavioral data may be affected by data privacy laws, user consent requirements, platform policies, and regulatory developments. Restrictions on data usage or increased compliance costs could adversely affect operations.

The Company may require additional capital in the future.

Even if this Offering is successful, the Company may require additional capital to fund operations and growth. There can be no assurance that such capital will be available on acceptable terms, or at all.

Regulatory and Legal Risks

The Company is subject to regulatory risks associated with securities offerings.

The Offering is conducted under Regulation A, and the Company will be subject to ongoing reporting and compliance obligations. Changes in laws or regulations could adversely affect the Offering or the Company’s operations.

Data privacy and security regulations may impact operations.

The Company’s business involves the collection and use of user data. Changes in privacy laws or data protection regulations may limit the Company’s ability to operate or increase compliance costs.

General Investment Risks

You may lose your entire investment.

An investment in the Securities is speculative and involves a high degree of risk. You should be prepared to lose all or a substantial portion of your investment.

Forward-looking statements may not prove accurate.

This Offering Circular contains forward-looking statements that are subject to risks and uncertainties. Actual results may differ materially from those anticipated.

Governance Control Risk

Control of the Company is concentrated in the Founder and Chief Executive Officer.

The Company’s governance structure concentrates significant control in John Bartoletta, the Company’s Founder, Chief Executive Officer, and Director.

Mr. Bartoletta, through his direct and indirect ownership interests, including his control of Marquesas Capital Partners, LLC (“Marquesas”), beneficially controls a majority of the Company’s voting power. Marquesas currently holds approximately 71.8% of the Company’s issued and outstanding shares.

In addition, Mr. Bartoletta holds direct interests in shares of the Company and may be entitled to receive additional shares under the Company’s capital structure, including shares that are currently authorized but unissued.

On a fully diluted basis, Mr. Bartoletta would beneficially control approximately 59.6% of the Company’s total equity securities.

As a result:

This concentration of control may delay, deter, or prevent a change of control of the Company and may limit the ability of other stockholders to influence the direction of the Company’s business and affairs.

MANAGEMENT

The following table sets forth information regarding the executive officers and directors of the Company:

Executive Officers and Directors

John Bartoletta — Founder, Chief Executive Officer, and Director

Mr. Bartoletta is the Founder, Chief Executive Officer, and Director of UNATION, Inc., and has led the development of the Company’s platform and strategic direction since its inception.

Mr. Bartoletta has over three decades of experience in financial markets, investment management, and entrepreneurial ventures. He is also the Founder of The HighStreet Group, where he has been responsible for the development and implementation of investment strategies across equities, futures, and alternative asset classes.

Over the course of his career, Mr. Bartoletta developed Dynamic Style Rotation™, a proprietary investment framework designed to adapt to changing market conditions through multi-factor analysis and disciplined portfolio management. His experience includes working with institutional investors, family offices, and high-net-worth individuals, with a focus on risk management, capital allocation, and long-term performance strategies.

Mr. Bartoletta, together with co-founder George Beardsley, developed and built the Company’s platform, including its underlying behavioral intelligence framework, system architecture, and operational model.

At UNATION, Mr. Bartoletta and Mr. Beardsley together lead the Company’s strategic direction, platform vision, and capital formation initiatives, and are responsible for guiding the continued development and positioning of the Company’s platform, including its behavioral data systems and intelligence layer, OrbweaverAI.

As Chief Executive Officer, Mr. Bartoletta is responsible for capital formation, strategic partnerships, and corporate development initiatives, including positioning the Company for potential public markets transactions, strategic alternatives, or other liquidity events.

George Beardsley — Co-Founder, Chief Operating Officer, and Director

Mr. Beardsley is the Co-Founder, Chief Operating Officer, and Director of UNATION, Inc. and has played a central role in the development and growth of the Company since its inception.

Mr. Beardsley has extensive experience in business development, strategic planning, and operational execution, with a focus on building and scaling consumer-facing platforms and strategic partnerships. Over the course of his career, he has been involved in initiatives designed to expand market reach, strengthen partner relationships, and support revenue growth across multiple business lines.

Mr. Beardsley, together with founder John Bartoletta, developed and built the Company’s platform, including its underlying behavioral intelligence framework, system architecture, and operational model.

As Chief Operating Officer, Mr. Beardsley leads the Company’s day-to-day operations, including platform execution, partner development, and organizational scaling. He is responsible for translating the Company’s platform strategy into executable systems and operational performance, and works closely with senior management on strategic initiatives, user growth, and commercial expansion.

In collaboration with Mr. Bartoletta, Mr. Beardsley supports the execution of the Company’s long-term strategic initiatives, including scaling operations, supporting partnership development, and aligning the Company’s operational infrastructure with its capital markets and growth objectives.

Dennis Thomas — Chief Financial Officer

Mr. Thomas is a Certified Public Accountant with over four decades of experience in accounting, finance, and business operations. He has owned and operated his own CPA firm for many years, providing accounting, tax, and strategic advisory services to individuals and businesses across multiple industries.

Mr. Thomas has extensive experience in financial reporting, corporate structuring, capital planning, and operational finance. Over the course of his career, he has been involved in the design and oversight of financial systems, tax strategies, and business frameworks supporting growth, capital formation, and long-term sustainability.

Mr. Thomas has worked with Mr. Bartoletta for over 30 years, serving as a long-standing financial advisor across multiple business ventures, including those associated with The HighStreet Group. In this capacity, he has contributed to financial strategy, reporting infrastructure, and capital planning initiatives.

At UNATION, Mr. Thomas oversees the Company’s financial reporting, accounting operations, and internal controls. He works closely with senior management on capital planning, financial structuring, and compliance matters, and plays a key role in supporting the Company’s capital formation strategy and ongoing financial development.

Key Employees

The Company’s success depends in significant part on the continued contributions of its senior management and key personnel. The Company intends to continue to expand its team across technology, operations, and marketing functions as it scales.

Director Independence

The Company is not currently required to maintain a majority of independent directors; however, it may consider adding independent directors in the future as part of its governance development.

Family Relationships

There are no family relationships among the Company’s executive officers and directors, except as disclosed herein.

Involvement in Certain Legal Proceedings

None of the Company’s executive officers or directors has been involved in any legal proceedings required to be disclosed under applicable SEC rules, except as disclosed elsewhere in this Offering Circular.

PRINCIPAL STOCKHOLDERS

The following table sets forth information regarding the beneficial ownership of the Company’s voting securities as of 12-31-2025, by:

As of 12-31-2025, Marquesas Capital Partners, LLC (“Marquesas”) beneficially owns approximately 43,209,059 shares of the Company’s equity securities, representing approximately 71.8% of the Company’s total issued and outstanding shares.

Marquesas is controlled by John Bartoletta, the Company’s Founder, Chief Executive Officer, and Director. Through his ownership and control of Marquesas, Mr. Bartoletta exercises indirect control over the shares held by Marquesas.

In addition, Mr. Bartoletta directly or indirectly holds interests in additional shares associated with the Company’s capital structure, including shares of Class A common stock and the right to receive shares of Class C stock that are currently authorized but unissued.

Control of the Company

John Bartoletta, through his direct and indirect ownership interests, including his control of Marquesas Capital Partners, LLC, beneficially controls a majority of the Company’s voting power.

Marquesas currently holds approximately 71.8% of the Company’s issued and outstanding shares. Mr. Bartoletta controls Marquesas and, as a result, has the ability to direct the voting and disposition of such shares.

In addition, Mr. Bartoletta holds direct interests in shares of the Company and may be entitled to receive additional shares under the Company’s capital structure, including shares that are currently authorized but unissued.

On a fully diluted basis, assuming issuance of such currently authorized but unissued shares, Mr. Bartoletta would beneficially control approximately 59.6% of the Company’s total equity securities. 

As a result of this ownership structure:

This concentration of control may delay, deter, or prevent a change of control of the Company and may limit the ability of other stockholders to influence corporate decisions.

Future Dilution and Ownership Changes

Following completion of this Offering:

However, existing stockholders, including Mr. Bartoletta, are expected to retain significant ownership and influence following the Offering.

DILUTION

Investors in this Offering will experience immediate and substantial dilution in the net tangible book value of the Company’s equity upon conversion of the Securities into Class A common stock.

“Net tangible book value” represents the amount of total tangible assets of the Company less its total liabilities.

As of December 31, 2025, the Company’s net tangible book value was approximately ($6,403,500), or approximately ($0.11) per share, based on 60,151,388 shares of common stock outstanding.

After giving effect to the sale of the Securities in this Offering, assuming the maximum offering amount of $20,000,000 is raised, and after deducting estimated offering expenses of approximately 3.5% (or approximately $700,000), the Company’s pro forma net tangible book value would be approximately $12,896,500, or approximately $0.20 per share, based on approximately 63,484,721 shares outstanding, assuming conversion of the Securities into Class A common stock at $6.00 per share.

This represents:

The offering price of $6.00 per share was determined by the Company based on a number of factors, including its stage of development, capital requirements, market conditions, and internal assessment of long-term value, and does not necessarily bear a direct relationship to the Company’s net tangible book value or current operating results.

The pro forma net tangible book value presented above is based on assumptions regarding the offering amount, estimated expenses, and assumed conversion of the Securities, and is subject to adjustment.

The financial data presented above is derived from management-prepared financial statements and is subject to potential adjustment upon completion of an independent review. 

The dilution reflected above is primarily a function of the Company’s current stage of development and the resulting net tangible book value, which does not reflect certain elements of its business, including its platform, user base, behavioral data, and proprietary technology. The Company’s objective is to deploy capital in a manner that enhances these elements, supports revenue growth, and improves overall financial performance over time; however, there can be no assurance that such outcomes will be achieved. 

Availability of Shares Upon Conversion

The Company has a sufficient number of authorized shares of Class A common stock under its certificate of incorporation to permit the conversion of the Securities into equity, subject to the terms and conditions of such Securities.

The issuance of shares upon conversion will be subject to:

There can be no assurance that future changes to the Company’s capital structure, including amendments to its certificate of incorporation or other corporate actions, will not impact the availability of shares for conversion.

Availability of Shares for Equity Incentive or Management Pool

The Company has authorized equity incentive and management compensation arrangements, which may be used in the future for the compensation and retention of directors, officers, employees, and other service providers.

As of the date of this Offering Circular, shares associated with such arrangements have not been issued unless otherwise disclosed herein.

The Company may, from time to time, issue additional shares of its equity securities pursuant to:

Any such issuances may result in dilution to investors and could reduce the ownership percentage of existing stockholders. The timing, amount, and terms of any such future issuances will be determined by the Company in its discretion, subject to applicable corporate approvals.

Narrative Explanation

The dilution experienced by investors reflects, in part:

During 2025, the Company improved its balance sheet through the conversion of certain liabilities into equity, which reduced total liabilities and strengthened its capital structure. As a result, the Company’s net tangible book value improved compared to prior periods.

Management believes that this restructuring enhances the Company’s financial position entering this Offering; however, the Company continues to operate at a deficit, and investors should consider the risks associated with such condition.

MANAGEMENT’S DISCUSSION AND ANALYSIS

The following discussion should be read in conjunction with the Company’s financial statements and related notes included elsewhere in this Offering Circular.

The financial statements referenced herein have been prepared by management and have not been reviewed or audited by an independent public accountant as of the date of this Offering Circular. The Company has engaged an independent accounting firm to perform a review of such financial statements; however, such review has not yet been completed. Accordingly, the financial information presented herein is subject to potential adjustment.

This section contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially from those discussed below.

Overview

UNATION, Inc. is a platform-focused company that integrates event discovery, user engagement, and behavioral data analysis to connect consumers with real-world experiences.

The Company is in a growth stage and has historically focused on platform development, user acquisition, and building its operational capabilities.

The Company’s operations are centered on:

Management believes that the integration of Behavioral Timing Intelligence (“BTI”) and the Predictive Timing Engine (“PTE”) enhances the Company’s ability to align engagement with user intent. This may improve conversion efficiency, optimize marketing spend, and support scalable growth. However, these outcomes are dependent on continued data accumulation, model refinement, and user adoption.

The Company expects to continue investing in technology, data systems, and user growth and may require additional capital to support expansion.

Strategic Data and Platform Considerations

Management believes that the Company’s user base and accumulated behavioral data are important components of its long-term business strategy. While such assets are not reflected on the Company’s balance sheet, management believes they may contribute to the Company’s ability to enhance user engagement, improve conversion efficiency, and support future monetization initiatives. However, the Company cannot assure that these efforts will result in increased revenue or profitability.

Results of Operations

Revenue

For the year ended December 31, 2025, the Company generated revenue of approximately $432,432, compared to approximately $513,995 for the year ended December 31, 2024, representing a decrease of approximately 15.9%.

Revenue is derived primarily from:

The decrease in revenue reflects variability in user engagement, campaign activity, and platform monetization as the Company continues to refine its operating model.

The revenue figures presented above are based on management-prepared financial data and are subject to potential adjustment upon completion of an independent review.

Operating Expenses

Operating expenses for the year ended December 31, 2025 were approximately $4,019,058, compared to approximately $4,832,986 for the year ended December 31, 2024, representing a decrease of approximately 16.8%.

Operating expenses consist primarily of:

The decrease in operating expenses reflects reductions in marketing, development, and operational costs as the Company continued to improve efficiency and optimize its cost structure.

These amounts are derived from management-prepared financial statements and are subject to potential adjustment.

Net Loss

The Company reported a net loss of approximately ($4,044,568) for the year ended December 31, 2025, compared to approximately ($4,699,892) for the year ended December 31, 2024, representing an improvement of approximately 13.9%.

The reduction in net loss primarily reflects cost optimization efforts and reduced operating expenses, partially offset by variability in revenue. 

Net loss figures are based on management-prepared financial data and may be adjusted upon completion of an independent review.

Liquidity and Capital Resources

As of December 31, 2025, the Company had cash and cash equivalents of approximately $29,699.

The Company has historically funded its operations through:

Over the past approximately fifteen (15) years, the Company has raised an aggregate of approximately $40,000,000 through the sale of equity securities and other investment instruments. Such transactions were conducted in reliance on exemptions from registration, including Regulation D and Section 4(a)(2) of the Securities Act.

The Company’s ability to continue as a going concern depends on its ability to:

The Company’s net tangible book value as of December 31, 2025 was approximately ($6.4 million), consistent with the Company’s balance sheet as of such date.

This improvement was primarily driven by:

All such financial data is based on management-prepared financial statements and is subject to potential revision.

Management believes this restructuring improved the Company’s capital structure entering this Offering; however, the Company continues to operate at a deficit and will require additional capital to support ongoing operations.

Use of Proceeds Impact

The Company expects that the net proceeds from this Offering will:

Funds will be deployed in accordance with the “Use of Proceeds” section.

Management believes that investment in the Company’s behavioral intelligence platform, including BTI and the PTE, may improve engagement efficiency and support revenue growth; however, there can be no assurance that such outcomes will be achieved.

Capital Requirements

The Company anticipates that it will require additional capital to:

There can be no assurance that such capital will be available on acceptable terms, or at all.

Trends and Uncertainties

The Company’s future performance is subject to various trends and uncertainties, including:

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements as of the date of this Offering Circular.

Critical Accounting Policies

The preparation of financial statements requires management to make estimates and assumptions that affect reported amounts. The Company’s significant accounting policies are described in the notes to the financial statements.

LEGAL MATTERS

The Company is not currently a party to any material legal proceedings.

From time to time, the Company may be involved in routine legal matters arising in the ordinary course of business; however, the Company is not aware of any pending or threatened proceedings that, if determined adversely, would have a material effect on its business, financial condition, or results of operations.

UNATION, INC

Financial Statements

for the Years Ended

December 31, 2025 and 2024

UNATION, INC

FINANCIAL STATEMENTS

UNATION, INC

BALANCE SHEETS

See accompanying notes to these financial statements.

UNATION, INC

STATEMENTS OF OPERATIONS

See accompanying notes to these financial statements.

UNATION, INC

STATEMENT OF STOCKHOLDERS’ EQUITY

See accompanying notes to these financial statements.

UNATION, INC

STATEMENTS OF CASH FLOWS

See accompanying notes to these financial statements.

UNATION, inc

Notes to Financial Statements

DECEMBER 31, 2025 AND 2024

Note A - Organization and Nature of Operations

UNATION, INC is organized as a Delaware Corporation. The Company currently maintains its corporate office in Tampa, Florida.

UNATION, INC is a technology platform (mobile app and desktop social engagement aggregation engine) that simplifies event discovery, event promotion and user-generated registration and ticketing. By uniquely addressing the problem of event discovery and promotion, UNATION is able to efficiently connect people who are looking for things to do in cities and local communities with those who are creating meaningful and relevant events. The company’s event technology aggregation platform, allows event promoters and UNATION ambassadors to increase promotion and event discovery, manage attendees and analyze data across separate marketing channels enabling them to identify shared experiences and leverage future opportunities.

The company’s mission is to connect the world through events by aggregating event discovery, optimizing event promotion and simplifying registration and ticketing.

Note B - Summary of Significant Accounting Policies

The financial statements of the Company have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (US GAAP).

Management uses estimates and assumptions in preparing these financial statements in accordance with accounting principles generally accepted in the United States of America. These estimates and assumptions affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported revenues and expenses. Actual results could vary from the estimates that were used.

The Company measures its financial assets and liabilities in accordance with the requirements of FASB ASC 820, Fair Value Measurements and Disclosures. As defined in FASB ASC 820, the fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilized the market data of similar entities in its industry or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. FASB ASC 820 established a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement) as follows:

Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities.

UNATION, inc

Notes to Financial Statements

DECEMBER 31, 2025 AND 2024

Note B - Summary of Significant Accounting Policies – Continued

Level 2 – Pricing inputs are other than quoted prices in active markets included in level 1, which are either directly or indirectly observable as of the reported date and includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options and collars.

Level 3 – Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value.

The respective carrying value of certain balance sheet financial instruments approximates its fair value. These financial instruments, include cash and cash equivalents and accounts payable. Fair values were estimated to carrying values for these financial instruments since they are short term and they are receivable or payable on demand.

For purposes of the statement of cash flows, cash includes cash that is held in financial institution accounts and has maturities of three months or less. The financial instruments that potentially subject the Company to credit risk are cash balances, that at times during the years ended December 31, 2025 and December 31, 2024, have exceeded the federally insured limit. The Company has not incurred and does not expect to incur any losses in such accounts.

UNATION, inc

Notes to Financial Statements

DECEMBER 31, 2025 AND 2024

Note B - Summary of Significant Accounting Policies – Continued

The Company accounts for long-lived assets in accordance with the provisions FASB ASC 360-10-35, Impairment or Disposal of Long-lived Assets. This accounting standard requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If the carrying amount of the asset exceeds its estimated future cash flows, an impairment loss is recognized for the amount by which the carrying amount of the asset exceeds its fair value.

Company revenues are derived from affiliate fees, ticketing fees, unique experiential packages and promotional/advertising campaigns. The Company has plans for future revenues derived from premium memberships for small and medium size businesses, targeted deals around local events/lifestyle opportunities and bespoke marketing, branding, and social media services. 

The Company accounts for revenue recognition in accordance with ASU 2014-09, Topic 606. Under Topic 606 revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.

The Company evaluated the criteria for control of promised goods or services and has determined that criteria for recognizing revenue over time has not been met; therefore, revenues for affiliate, ticketing, and promotional/advertising fees should be recognized at a point in time.

The Company expenses advertising and marketing costs as they are incurred. Advertising and marketing expense was $1,422,785 and $2,046,293 for the years ended December 31, 2025 and 2024, respectively.

In February 2016, the FASB issued ASU 2016-02, Leases. ASU 2016-02 requires lessees to recognize assets and liabilities for most leases. ASU 2016-02 was further clarified and amended within ASU 2018-01, ASU 2018-10, ASU 2018-11 and ASU 2018-20 which included provisions that would provide us with the option to adopt the provisions of the new guidance using a modified retrospective transition approach, without adjusting the comparative periods presented. We adopted the new standard on January 1, 2019 and used the effective date as our date of initial application under the modified retrospective approach. We elected the short-term lease recognition exemption for all of our qualifying leases. This means, for those leases, we will not recognize right-of-use assets or lease liabilities.

UNATION, inc

Notes to Financial Statements

DECEMBER 31, 2025 AND 2024

Note B - Summary of Significant Accounting Policies – Continued

The implementation of this new standard did not have a material impact on our financial statements since the Company only has short-term leases. Accordingly, leases are expensed on a straight-line basis over the term of the lease.

The Company has is taxed as a corporation.

The Company accounts for the effect of any uncertain tax positions based on a “more likely than not” threshold to the recognition of the tax positions being sustained based on the technical merits of the position under scrutiny by the applicable taxing authority. If a tax position or positions are deemed to result in uncertainties of those positions, the unrecognized tax benefit is estimated based on a “cumulative probability assessment” that aggregates the estimated tax liability for all uncertain tax positions.

The Company currently has no temporary or permanent tax differences.

Currently, the Company has a large net operating loss, therefore has no taxes due and has $0 income tax expense, nor does it have deferred tax assets or liabilities due to the loss. The Company currently does not have any tax effects as it relates to the Tax Cuts and Jobs Act due to the large net operating loss.

The Company is not currently under examination by any taxing jurisdiction. The Company’s federal returns are open for examination for three years, 2023, 2024 and 2025.

The Company accounts for related party transactions in accordance with ASC 850, Related Party Disclosures. A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party.

UNATION, inc

Notes to Financial Statements

DECEMBER 31, 2025 AND 2024

Note B - Summary of Significant Accounting Policies – Continued

The Company accounts for loss contingency in accordance with ASC 450, Contingencies which categorizes losses by three terms based on the likelihood of occurrence:

If it is probable that a loss will result from a contingency and the amount of the loss can be reasonably estimated, the estimated loss is accrued. If it is reasonable possible that a loss will result from a contingency the loss is disclosed. If it is remote that a loss will result from a contingency the loss is disclosed if the effect on the financial statements would be material and would change a reasonable estimate on the balance sheet.

Note C - Going Concern

The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. As of December 31, 2024 and 2025, the Company has not established sufficient revenues to cover its costs of revenues and its selling, general, and administrative expenses. As a result, the Company has recurring operating losses, negative cash flows from operating activities, an accumulated deficit, and adverse key financial ratios which cause substantial doubt about the ability of the company to continue as a going concern.

The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

Management’s plan to obtain adequate capital includes obtaining loans from stockholders and issuing common stock. However, management cannot provide any assurance that the Company will be successful in accomplishing any of its plans.

There is no assurance that the Company will be able to obtain sufficient additional funds when needed or that such funds, if available, will be obtainable on terms satisfactory to the Company. Profitability will ultimately depend on revenues earned from business operations exceeding those costs incurred in those same business operations. However, there is no assurance that the Company will attain profitability. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

UNATION, inc

Notes to Financial Statements

DECEMBER 31, 2025 AND 2024

Note D - Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, we believe that the impact of recently issued standards that are not yet effective will not have a material impact on our financial position or results of operations upon adoption.

In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Topic 470) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Topic 815), which eliminates the beneficial conversion and cash conversion accounting models for convertible instruments. It also amends the accounting for certain contracts in an entity’s own equity that are currently accounted for as derivatives because of specific settlement provisions. In addition, the new guidance modifies how particular convertible instruments and certain contracts that may be settled in cash or shares impact the diluted earnings per share computation. The amendments in this update are effective for fiscal years beginning after December 15, 2021. Early adoption is permitted, but no earlier than annual periods beginning after December 15, 2020. The Company is evaluating the accounting, transition and disclosure requirements of this standard and does not expect this update to have a material effect on the financial statements.

Note E - Intangible Assets

A summary of the major classifications of intangible assets at December 31, 2025 and December 31, 2024 consists of the following:

The estimated future amortization expense of the intangible assets as of December 31, 2025 is as follows $1,142

Note F - Notes Payable

In January 2021 the company issued a secured, convertible note payable to an accredited investor, in the aggregate principal amount of $1,100,000 and a stated interest rate of 4%, and due and payable January 2025.

UNATION, inc

Notes to Financial Statements

DECEMBER 31, 2025 AND 2024

Note G – revenue participation obligation

On January 1, 2024 the Company authorized 3,000,000 shares of revenue-backed securities (the “Class B Revenue-Backed Securities”) in private placement transactions. These securities represent contractual obligations entitling holders to participate in a specified percentage of the Company’s gross revenues, subject to a defined return cap.

Under the terms of the securities, the Company has agreed to allocate a fixed percentage of its gross revenues (currently 8%) to holders of Class B Revenue-Backed Securities on a pro-rata basis. Payments, if any, are contingent upon the Company generating sufficient gross revenues and are expected to be calculated on a quarterly basis. Each holder’s participation is subject to a maximum return equal to 150% of the original investment amount (the “Return Cap”). Upon satisfaction of the Return Cap, the holder’s right to further revenue participation terminates, and the securities convert into shares of the Company’s Class A common stock in accordance with the terms of the instrument. The Class B Revenue-Backed Securities do not represent traditional debt obligations, do not bear interest, and do not have a fixed maturity date. Payments are contingent upon the Company’s revenue and are not guaranteed.

The Company has classified these instruments as a revenue participation obligation and records them as a liability on the balance sheet. The obligation is evaluated each reporting period based on the terms of the arrangement and the Company’s expected future revenue performance. Revenue participation payments, when made, are recorded as reductions of the related obligation.

During the year ended December 31, 2025, the Company issued 1,624,150 Class B Revenue-Backed Securities for cash in the amount of $3,248,300. At December 31, 2025, the company had $12,621 in payment obligations outstanding.

Note H - Stockholders’ Equity

From inception through January 1, 2018, the company operated as a limited liability company. Effective January 2, 2018, the Company filed the Certificates of Conversion and Incorporation with the State of Delaware to convert the Company into a corporation and authorized 60,000,000 shares of common stock and 5,000,000 shares of preferred stock.

On April 22, 2019, the Company filed an Amended and Restated Certificate of Incorporation with the Delaware Secretary of State to amend the Company’s current Certificate of Incorporation to, among other things: (i) increase the number of authorized shares of the Company’s common stock from 60,000,000 shares to 150,000,000 shares; (ii) increase the number of authorized shares of the Company’s preferred stock from 5,000,000 shares to 50,000,000 shares; and (iii) eliminate the Company’s Series A Preferred Stock.

During the year ended December 31, 2025 and 2024, the Company issued 64,500 and 3,209,300 shares of common stock for cash in the amount of $125,000 and $4,185,100, respectively.

UNATION, inc

Notes to Financial Statements

DECEMBER 31, 2025 AND 2024

Note I - Stock Warrants

The following summarizes information about the Company’s stock warrant activity during the year ended December 31, 2025:

The following summarizes information about the Company’s stock warrant activity during the year ended December 31, 2024:

There are no warrants that expire during the year ended December 31, 2026.

Note J - Related Parties

Management Fees. Two related parties, through direct ownership, managed the Company’s day to day operations and investor relations and were paid fees for these services of $390,000 and $390,000 for the years ended December 31, 2025 and 2024, respectively.

Professional Fees. A related party, controlled by an officer of the Company, provided accounting services and was paid fees of $44,250 and $37,755 for the years ended December 31, 2025 and 2024, respectively.

Rent. In 2019, the Company entered into a month-to-month lease agreement for its corporate offices. The lessor is a Company controlled by an officer and director. Rent expense for the years ended December 31, 2025 and 2024 was $61,440 and $75,917, respectively.

Majority Stockholder. The Company’s majority stockholder, Marquesas Capital Partners LLC, is controlled by an officer and director of the Company. There were outstanding payables to this related party of $1,380,000 and $1,140,000 for the years ended December 31, 2025 and 2024, respectively.

UNATION, inc

Notes to Financial Statements

DECEMBER 31, 2025 AND 2024

Note K - Operating Leases

In 2019, the Company entered into a month-to-month lease agreement for its corporate offices. Rent expense for the years ended December 31, 2025 and 2024 was $61,440 and $75,977, respectively.

Rent expense for the years ended December 31, 2025 and 2024 totaled $61,440 and $101,804 respectively.

Note L - Commitments and Contingencies

Litigation. From time to time, the Company may become involved in various lawsuits and legal proceedings that arise in the ordinary course of business. However, litigation is subject to inherent uncertainties and an adverse result in these, or other matters may arise from time to time that may harm our business.

The Company is not aware of any additional legal proceedings or claims that could have a material adverse effect on our financial position or operating results.

Note M - Subsequent Events

Management has evaluated subsequent events through April 30, 2026, the date on which the financial statements were available to be issued. Based on this evaluation, the Company is not aware of any additional subsequent events which require recognition or disclosure in the financial statements.

PART III — EXHIBITS

EXHIBIT INDEX

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this Offering Statement to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: 5-4-2026

Exhibit 1.1

Page 1

Delaware

The First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY “UNATION, INC.” IS DULY INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND IS IN GOOD STANDING AND HAS A LEGAL CORPORATE EXISTENCE SO FAR AS THE RECORDS OF THIS OFFICE SHOW, AS OF THE TWENTY-FIFTH DAY OF JANUARY, A.D. 2018.

4834845   8300		Authentication: 202038506
SR# 20180501762		Date: 01-25-18

You may verify this certificate online at corp.delaware.gov/authver.shtml

Exhibit 1.2

SECOND AMENDED AND FULLY RESTATED BYLAWS

OF

UNATION, INC.

Effective as of January 1, 2025

These Second Amended and Fully Restated Bylaws (the “Bylaws”) of UNATION, INC., a Delaware corporation (the “Corporation”), are hereby adopted and executed effective January 1, 2025, by the unanimous authority of the Board of Directors and under the leadership and direction of the Corporation’s Founder, Chairman, and Chief Executive Officer.

These Bylaws serve as the exclusive and legally binding governance charter of the Corporation and shall govern all matters of internal structure, board and officer authority, fiduciary responsibility, capital structuring, shareholder rights, corporate succession, dispute resolution, and strategic control. All corporate actions, appointments, authorizations, and procedures shall be interpreted and enforced in accordance with these Bylaws, the Corporation’s Certificate of Incorporation, and the Delaware General Corporation Law (“DGCL”).

All prior versions of the Corporation’s bylaws—together with any conflicting resolutions, written policies, legacy procedures, or implied rights—are hereby fully repealed, nullified, and superseded in their entirety. No custom, precedent, or implied practice shall be deemed to modify or dilute the express provisions herein.

These Bylaws shall remain binding upon all directors, officers, shareholders, fiduciaries, agents, transferees, successors, assigns, and legal representatives unless amended strictly in accordance with Article XI. Any ambiguity shall be resolved in favor of governance continuity, founder authority, and lawful corporate autonomy.

ARTICLE I: FORMATION, NAME & GOVERNING LAW

Section 1.1 Formation

The Corporation was duly formed as a Delaware corporation by filing its original Certificate of Incorporation with the Secretary of State of the State of Delaware on October 14, 2010, in accordance with the Delaware General Corporation Law (“DGCL”). The Corporation has maintained continuous legal existence since that date and shall continue perpetually unless dissolved in accordance with law and the Certificate of Incorporation.

Section 1.2 Name

The legal name of the Corporation is UNATION, INC., and it shall operate under such name unless formally amended by a resolution of the Board of Directors and a duly authorized amendment to the Certificate of Incorporation filed with the Delaware Secretary of State. All business, contractual, financial, intellectual property, and regulatory matters shall be conducted under this name unless otherwise permitted by law or authorized under a valid assumed or fictitious name registration.

Section 1.3 Governing Law

These Bylaws and all matters arising from or relating to the Corporation’s internal governance shall be governed exclusively by the DGCL, together with any applicable federal or state laws governing corporate conduct within the United States. To the extent that any provision herein conflicts with the DGCL, the DGCL shall prevail only to the minimum extent required by law, and all remaining provisions shall be interpreted in favor of corporate autonomy, private ordering, and Board discretion. The Corporation expressly disclaims application of any external governance standards, fiduciary interpretations, or shareholder rights beyond those strictly required under Delaware law.

Section 1.4 Supersession and Effective Date

Effective January 1, 2025, these Second Amended and Fully Restated Bylaws hereby repeal, revoke, and supersede all prior bylaws, resolutions, policies, rules, or governance instruments of the Corporation in their entirety. Any provision, policy, or precedent inconsistent with these Bylaws—whether formal or informal, written or unwritten—shall be deemed null, void, and of no further force or effect. These Bylaws shall be the exclusive internal governance framework of the Corporation unless and until amended or repealed by duly authorized corporate action.

ARTICLE II: CORPORATE PURPOSE AND POWERS

Section 2.1 Purpose

The Corporation is organized for the purpose of operating as a digital engagement platform, a technology-driven enterprise, and an AI-enabled behavioral data company focused on the development, deployment, and commercialization of subscription-based services, advertising systems, autonomous activation engines, event management tools, audience intelligence, and behavioral commerce products.

The Corporation’s core mission includes empowering real-world engagement, enhancing verified user behavior through technology, and enabling advertisers, creators, brands, and consumers to transact meaningfully across physical and digital environments. To further this purpose, the Corporation may develop or acquire software, platforms, artificial intelligence engines, geospatial tools, data frameworks, or any related infrastructure that supports its mission.

In furtherance of its business objectives, the Corporation may engage in any and all lawful activities for which corporations may be organized under the Delaware General Corporation Law, including ancillary services, partnerships, joint ventures, investment activities, and international operations. The Corporation shall have the broadest possible powers, purposes, and privileges under applicable law, and no limitation shall be implied by any specific business line referenced herein.

Section 2.2 Powers

The Corporation shall possess and may exercise all powers, rights, privileges, and capacities granted to a corporation under the Delaware General Corporation Law, as well as any powers incidental, necessary, convenient, advisable, or appropriate to the achievement of its purposes as set forth in these Bylaws or its Certificate of Incorporation.

Without limiting the generality of the foregoing, the Corporation shall have the authority to:

These powers shall be construed broadly and shall not be limited by enumeration. No action taken in furtherance of these powers shall be deemed ultra vires if within the Corporation’s lawful capacity. The Board and Chairman shall have full discretion to determine the appropriate use of such powers in any given context. Strategic innovation, capital structuring, or operational adaptation shall not require further authorization unless explicitly restricted by law. 

Section 2.3 Strategic Intent

The strategic intent of the Corporation is to build and scale a defensible platform ecosystem centered on verified behavior, autonomous engagement, and digital-to-physical activation. The Corporation aims to lead in behavioral data ownership, audience intelligence, AI-powered marketing infrastructure, and monetizable real-world interaction.

Its long-term strategy includes:

This Article II shall be construed broadly in favor of strategic growth, innovation, and founder-led direction.

ARTICLE III: CORPORATE OFFICES

Section 3.1 Registered Office

The Corporation shall continuously maintain a registered office in the State of Delaware as required by the Delaware General Corporation Law (DGCL). The address of the registered office may be changed at any time by resolution of the Board of Directors, or by directive of the Chairman, provided such change is properly filed with the Delaware Secretary of State.

Section 3.2 Principal Executive Office

The principal executive office of the Corporation shall be located in the State of Florida, unless otherwise designated by the Chairman and Chief Executive Officer. The Chairman may, at any time, establish or relocate the Corporation’s executive, legal, financial, or strategic operations to any other jurisdiction or address, whether domestic or foreign, without requirement for further Board approval. The Corporation may maintain additional branch offices, operational facilities, fulfillment sites, remote service locations, and digital infrastructure (including cloud-based systems) at any location deemed necessary or strategic by the Chairman. No stakeholder, shareholder, officer, or outside party shall have any right to object to, access, or alter these determinations.

Section 3.3 Books, Records, and Data Infrastructure

All corporate books, records, ledgers, compliance files, databases, communications, and historical or real-time data may be maintained at any physical or digital location, whether within or outside the States of Delaware or Florida, as determined by the Chairman. The Corporation may use any lawful method of recordkeeping, including encrypted electronic storage, blockchain systems, offsite cloud solutions, or proprietary architecture, provided that such systems comply with applicable statutory and regulatory obligations.

No shareholder, creditor, former officer, or third party shall have any implied or equitable right to inspect or access such records except as expressly required by DGCL §220 and only upon full compliance with the inspection standards and protocols established under Article IX of these Bylaws.

ARTICLE IV: MEETINGS OF STOCKHOLDERS

Section 4.1 Annual Meetings

Annual meetings of stockholders may, but are not required to, be held as determined solely by the Board of Directors in its absolute discretion. The failure to call, hold, or conduct an annual meeting shall not impair the validity of any corporate action, limit the powers of the Corporation, or provide any stockholder with a cause of action or remedy. No stockholder shall have standing to compel the scheduling or agenda of any annual meeting absent a mandatory and non-waivable requirement under the DGCL.

Section 4.2 Special Meetings

Special meetings of stockholders may only be called by the Chairman of the Board or pursuant to the unanimous written resolution of the full Board of Directors then in office. Under no circumstances shall any individual stockholder, group of stockholders, class of stockholders, or third-party representative have the right to demand, petition for, or initiate a special meeting of stockholders. This limitation shall be strictly enforced, and any contrary rights are expressly waived to the fullest extent permitted by law.

Section 4.3 Notice and Waiver

Notice of stockholder meetings shall be given in accordance with the DGCL, but the Corporation may provide notice electronically, physically, or by any means authorized by applicable law. A stockholder’s attendance at any meeting—whether in person or by proxy—shall constitute an irrevocable waiver of notice and any defect therein, unless the stockholder attends solely to object to improper notice and makes such objection on the record at the outset of the meeting. Written waivers of notice may be delivered in hard copy, email, or any form of electronic transmission.

Section 4.4 Quorum

The holders of a majority of shares entitled to vote and represented in person or by proxy shall constitute a quorum for the transaction of business, unless a different threshold is required by law or these Bylaws. The Chairman of the Board shall have absolute authority to adjourn, postpone, continue, or reconvene any stockholder meeting for any reason, with or without quorum, and may reset the date, time, or format of such meeting in the Chairman’s sole discretion. No stockholder shall have recourse for any such adjournment.

Section 4.5 Voting Rights

Except as otherwise provided in the Certificate of Incorporation, each outstanding share of Common Stock shall entitle the holder thereof to one (1) vote on all matters submitted to stockholders. Class B Stock and Preferred Stock shall carry only those voting rights expressly conferred by the Board of Directors in the applicable resolution or contract, and such rights shall not be expanded by implication, custom, or equity. The Corporation expressly denies the application of cumulative voting unless expressly adopted by amendment.

Section 4.6 Action Without Meeting

Any action required or permitted to be taken by stockholders at a meeting may be taken without a meeting, without prior notice, and without a vote, if written or electronic consents representing not less than the minimum number of votes necessary to authorize such action are delivered in accordance with the DGCL. The Board shall determine the record date for such action, and the Corporation shall have no obligation to provide notice of such consent action to non-participating stockholders unless required by law.

Section 4.7 Shareholder Limitations and Denial of Rights

Unless otherwise required by a non-waivable provision of the DGCL, stockholders shall have no right to:

Any attempt by stockholders to assert such rights shall be null, void, and without effect.

Section 4.8 Advisory Voting and Non-Binding Communications

The Corporation may, at its sole discretion, seek stockholder input, conduct non-binding surveys, or issue informational notices related to operational matters, proposals, or strategic direction. No such communication—whether written, electronic, or verbal—shall create any fiduciary obligation, voting right, or actionable expectation on the part of any stockholder or group. The Board and Chairman shall have sole authority to determine the relevance, impact, and disposition of any such feedback. Participation in such communications shall not be construed as consent, objection, or waiver of any right under these Bylaws or applicable law.

ARTICLE V: DIRECTORS

Section 5.1 Powers

The business, legal, strategic, and operational affairs of the Corporation shall be managed by or under the authority of the Board of Directors (the “Board”), which shall exercise all lawful powers of the Corporation, whether now or hereafter conferred by the DGCL, the Certificate of Incorporation, or these Bylaws, except as expressly reserved to shareholders by mandatory law. The Board shall have exclusive and plenary authority over governance, compensation, strategic initiatives, capital deployment, major transactions, and corporate oversight, and shall not be subject to shareholder ratification unless specifically required by applicable law.

Section 5.2 Chairman and Founder Protections

The individual designated as Chairman of the Board and Chief Executive Officer shall serve as the Lead Executive and Governance Officer of the Corporation and shall exercise final interpretive authority over all matters relating to corporate control, Board composition, executive oversight, and governance interpretation. Notwithstanding any provision of the DGCL or any shareholder or Board action to the contrary, the Founder shall not be removed from the Board of Directors, nor from any officer or executive position, except upon the occurrence of one of the following:

No vote of shareholders, no derivative action, and no Board resolution—whether direct or implied—shall remove, suspend, override, or impair the Founder’s status as a director or executive officer, unless such action is specifically and unavoidably required under the DGCL and cannot be waived or superseded by private ordering. All such provisions shall be interpreted in favor of the Founder’s continuity, control, and authority.

Section 5.3 Board Composition and Size

The number of directors of the Corporation shall be determined solely by the Chairman from time to time, and may be increased, decreased, or maintained in the Chairman’s sole and absolute discretion. Unless otherwise required by law or the Certificate of Incorporation, there shall be no fixed minimum or maximum number of directors. All directors shall serve at the pleasure of the Chairman and may serve indefinitely, regardless of tenure or shareholder vote, subject only to the removal provisions in Section 5.5. No appointment, term limit, or structural change to Board composition shall require shareholder approval. The governance structure shall remain fully adaptive to the Corporation’s strategic needs as determined by the Chairman.

Section 5.4 Appointment and Vacancies

All directors, whether for new seats or to fill vacancies, shall be appointed solely by the Chairman, or in the Chairman’s absence or incapacity, by majority vote of the remaining directors. Shareholders shall have no right to nominate, appoint, or propose director candidates unless such right is expressly provided in a binding Shareholder Agreement or required by law. Vacancies resulting from resignation, removal, death, or otherwise shall not empower shareholders to act.

Section 5.5 Removal and Resignation

A director may be removed, with or without cause, only by unanimous vote of the other directors then in office, excluding the director subject to removal. Under no circumstance shall shareholders have the right to remove any director unless expressly permitted under DGCL §141(k) and not otherwise limited or waived by these Bylaws, and only to the narrowest extent such removal cannot be lawfully overridden. Any director may voluntarily resign by delivering written notice to the Chairman.

Section 5.6 Meetings

Board meetings may be held at such time, place, or via electronic or virtual means as designated by the Chairman. Regular meetings shall not require notice. Special meetings may be called by the Chairman or a majority of the directors. Attendance at any meeting shall constitute a waiver of notice, except when a director attends for the sole purpose of objecting to the legality of the meeting.

Section 5.7 Quorum and Voting

A quorum shall consist of a majority of the directors then in office. Except as otherwise required by law, the Certificate of Incorporation, or these Bylaws, all Board actions shall be authorized by a majority vote of those present. In the event of a tie, the vote of the Chairman shall control and be deemed conclusive and binding.

Section 5.8 Action Without Meeting

Any action required or permitted to be taken by the Board may be taken without a meeting if all directors consent thereto in writing or by electronic transmission. Such written consents shall be filed with the corporate records and shall have the same force and effect as a unanimous vote at a meeting.

Section 5.9 Compensation and Reimbursement

Each director shall be entitled to receive compensation, expense reimbursement, and other benefits as may be approved by the Chairman or by resolution of the Board. Such compensation shall not be contingent upon shareholder approval or shareholder-related services and shall be deemed independent of any equity position held. Directors may also receive equity awards or warrants at the discretion of the Board or Chairman.

Section 5.10 Indemnification and Liability Protection

Each director shall be entitled to the broadest possible indemnification and advancement of expenses as permitted under the Delaware General Corporation Law and as further provided in Article VIII of these Bylaws. Such indemnification shall include, without limitation, the payment or reimbursement of all liabilities, damages, claims, losses, judgments, penalties, settlements, costs, and expenses (including attorneys’ fees) incurred or reasonably expected to be incurred in connection with any actual or threatened action, suit, proceeding, investigation, or claim—whether civil, criminal, administrative, or otherwise—arising out of service as a director of the Corporation or in any capacity at the request of the Corporation. To the fullest extent permitted by law, no director shall be personally liable to the Corporation or its shareholders for monetary damages for any act or omission in their capacity as a director, including any alleged breach of fiduciary duty, except to the extent such limitation is expressly prohibited by Section 102(b)(7) of the Delaware General Corporation Law or any successor provision. Acts taken in good faith reliance on corporate records, officer certifications, legal counsel, or the best interests of the Corporation shall be presumed protected. These protections shall apply during and after service as a director and shall inure to the benefit of each director’s heirs, executors, legal representatives, and assigns. Indemnification rights shall be cumulative with any rights under contract, insurance, statute, or otherwise, and shall not be deemed exclusive or diminished by any other provision.

Section 5.11 No Creditor Rights

No creditor, shareholder, derivative claimant, or external party shall have the right to inspect, seize, attach, encumber, influence, or impair a director’s seat, vote, authority, compensation, or indemnification. The sole and exclusive remedy available to any such claimant shall be a charging order strictly limited to distributions actually payable, as further restricted in Article XIV. No director shall be compelled to disclose or divest any governance role, fiduciary discretion, or equity-based compensation as a result of third-party action, debt collection, or legal process.

ARTICLE VI: COMMITTEES

Section 6.1 Creation and Authority

The Board of Directors may, but shall not be required to, establish one or more standing or special committees composed solely of directors. Each such committee shall operate solely within the scope of authority formally and explicitly delegated to it by resolution of the Board, and shall remain subordinate to the full Board and Chairman in all respects. No implied or residual authority shall be presumed. All committee actions shall be subject to review, override, or rescission by the Board or Chairman at any time. No committee shall function independently or exercise powers beyond those expressly conferred. The existence or function of any committee shall not reduce, limit, or substitute for the

fiduciary duties or oversight obligations of the full Board.

Section 6.2 Committee Limitations

To preserve centralized governance and protect the Corporation’s strategic direction, no committee shall have authority to:

Any attempt to exceed such limits shall be void ab initio and without effect.

Section 6.3 Oversight, Supervision, and Dissolution

All committees shall report to the Board of Directors and operate under its continuing supervision. The Board may, with or without cause and at any time, dissolve, reorganize, reassign, limit, or expand the mandate of any committee. The Board retains plenary authority over all committee matters and may reverse or revoke any committee decision at its sole discretion. The Chairman may also recommend immediate termination or reconfiguration of any committee. No committee shall operate autonomously or bind the Corporation to any action without explicit ratification by the Board or Chairman. All committee authority is derived, conditional, and revocable at will.

Section 6.4 Meetings and Governance

Each committee shall meet at such times, places, and formats as determined by its designated chairperson, by the Board, or by the Chairman. A majority of the committee members shall constitute a quorum, unless a higher threshold is specified by Board resolution. Committees may act by unanimous written consent in lieu of meeting, and may hold meetings electronically, in person, or by hybrid means. No committee shall adopt internal rules, charters, or subcommittees without prior approval of the Board.

Section 6.5 Alternates and Non-Voting Advisors

The Chairman may, at any time, designate alternate members to serve in place of any absent committee member, with full voting authority for that meeting or period. The Chairman may also assign non-voting advisors, observers, consultants, or staff to participate in committee meetings for informational or support purposes. Such individuals shall have no fiduciary status and no voting power, unless expressly authorized in writing by the Board. Participation by non-voting individuals shall not be construed as endorsement, consent, or delegation of authority. All such appointments are discretionary and may be modified or revoked at any time by the Chairman.

Section 6.6 Advisory Boards and Strategic Task Forces

The Corporation may, at the discretion of the Chairman, establish one or more non-governing advisory boards, strategic task forces, innovation councils, or industry panels. These groups shall have no corporate authority, no fiduciary duty, and no decision-making power, but may provide recommendations, insight, or support to the Corporation’s strategic objectives. All such advisory bodies shall serve at the pleasure of the Chairman and may be reorganized or terminated at any time without cause or notice.

ARTICLE VII: OFFICERS 

Section 7.1 Executive Officer Structure

The Corporation shall have such officers as may be designated by the Chairman of the Board, including, but not limited to, a Chief Executive Officer (CEO), President, Chief Financial Officer (CFO), Secretary, Treasurer, and any number of Vice Presidents, Assistant Secretaries, or Assistant Treasurers. One individual may simultaneously hold two or more offices unless otherwise prohibited by the DGCL or by express directive of the Chairman. No officer role shall have inherent powers or tenure. All authority shall derive from delegation by the Chairman and may be revoked, restructured, or reassigned at any time.

Section 7.2 Chairman and Chief Executive Officer

The Chairman of the Board, who shall also serve as the Chief Executive Officer unless otherwise designated, shall be the supreme executive authority of the Corporation. The Chairman shall have plenary power over all operational, legal, financial, strategic, and governance matters. The Chairman shall have the power to:

No officer, director, committee, or shareholder shall have the authority to override a decision of the Chairman except where explicitly required by non-waivable provisions of Delaware law. All corporate authority shall be interpreted through the lens of the Chairman’s discretion, and any conflicting directive shall be deemed subordinate and unenforceable. Any challenge to such authority shall be resolved in favor of preserving executive continuity and centralized control.

Section 7.3 Officer Appointments and Removal

All officers shall be appointed by the Chairman and shall serve at the sole pleasure of the Chairman. Any officer may be removed, demoted, suspended, or reassigned by the Chairman at any time, with or without cause, notice, or formal process. No officer shall have any contractual or implied right to continued service.

Section 7.4 Duties of Officers

Founder and Co-Founder Designation

John J. Bartoletta is the Founder of the Corporation and serves as its Chairman and Chief Executive Officer. All governing authority, equity structuring rights, and foundational vision derive from the Founder’s original formation of the Corporation. George Beardsley is recognized as the Co-Founder and serves as Chief Operating Officer under the authority of the Founder and Chairman. These designations are acknowledged as part of the Corporation’s official leadership history and shall be reflected in internal records, offering materials, and public-facing documents as appropriate. Such designations do not confer independent governance rights or equity privileges unless expressly granted by contract or resolution. 

Chairman and Chief Executive Officer (CEO)

The Chairman of the Board, who shall also serve as the Chief Executive Officer unless otherwise designated, is the Corporation’s highest executive authority. The Chairman and CEO shall have overarching responsibility for all corporate strategy, governance, personnel, capital allocation, operations, and decision-making. All officer powers and responsibilities derive from, and are subject to, the ongoing authority of the Chairman.

Chief Operating Officer (COO)

The Corporation’s Chief Operating Officer shall be George Beardsley, who shall report directly to the Chairman and CEO. The COO shall oversee the day-to-day operational functions of the Corporation, including execution of strategic initiatives, coordination of department leads, and delivery of corporate services. The COO shall have authority only as delegated by the Chairman and may not alter governance or capital structure without written instruction.

Chief Financial Officer (CFO)

The Chief Financial Officer shall oversee the Corporation’s financial operations, internal controls, tax compliance, treasury management, budgeting, and reporting. All material expenditures, capital movements, or disclosures shall be subject to prior review by the Chairman.

President

The President shall assist the CEO in all executive matters and may act on behalf of the CEO during temporary unavailability, if so directed. The President’s authority shall be delegated by the Chairman and may be modified, expanded, or withdrawn at any time.

Treasurer

The Treasurer shall manage banking relationships, oversee account security, monitor capital reconciliation, and safeguard corporate funds. The Treasurer shall coordinate with the CFO and Chairman on liquidity and transfer policies.

Secretary

The Secretary shall be responsible for maintaining official corporate records, Board and stockholder meeting minutes, compliance documents, and all notices and filings required by law. The Secretary shall also maintain custody of the Corporation’s official seal, if any.

Other Officers

Any other officer or executive title may be appointed by the Chairman and shall perform only those functions as expressly assigned. All officer authority, including that of the President, COO, CFO, and Secretary, may be revised, limited, or rescinded by the Chairman at any time. No officer shall act outside the scope of duties authorized by the Chairman.

Section 7.5 Acting and Interim Officers

In the event of a vacancy, incapacity, or absence, the Chairman may appoint any person—whether or not currently serving as an officer—to serve as Acting or Interim Officer. Such appointments shall be immediately effective, shall not require Board ratification, and may continue for an indefinite duration at the Chairman’s discretion.

Section 7.6 Indemnification and Liability Protection

Each officer shall be entitled to indemnification, legal defense, and advancement of expenses to the fullest extent permitted under the Delaware General Corporation Law and as detailed in Article VIII of these Bylaws. This includes defense of any civil, criminal, administrative, or investigative action arising from service to the Corporation. No officer shall be held personally liable for any act or omission taken in good faith and within the scope of authority delegated by the Chairman or these Bylaws, except in cases of final judicial determination of fraud or intentional misconduct. The Corporation shall bear all costs of legal defense, settlement, or judgment unless such finding is made. These protections shall continue after an officer’s service ends and shall inure to the benefit of their heirs, executors, and legal representatives.

Section 7.7 Executive Compensation

The Chairman shall have absolute discretion to determine, modify, approve, or award all forms of executive compensation without need for Board vote, compensation committee approval, or shareholder input. Compensation may include, without limitation:

Such compensation may be granted retroactively, in recognition of prior service, capital contribution, or strategic execution, and need not follow any industry benchmark or parity structure.

Section 7.8 Fiduciary Duty to Chairman and Corporation

All officers shall owe a primary fiduciary duty of loyalty, care, and obedience to both the Corporation and the Chairman. Adherence to internal protocols, execution of assigned directives, and full cooperation with corporate governance procedures shall be mandatory.

Any willful breach, insubordination, concealment, material misrepresentation, unauthorized disclosure, or failure to execute core responsibilities shall constitute cause for immediate termination and may result in civil, injunctive, or contractual enforcement remedies as determined by the Corporation.

ARTICLE VIII: INDEMNIFICATION & LIABILITY PROTECTIONS

Section 8.1 Mandatory Indemnification

The Corporation shall indemnify, defend, and hold harmless, to the fullest extent permitted by the Delaware General Corporation Law (“DGCL”), any individual who is or was a director, officer, employee, agent, advisor, fiduciary, or contractor of the Corporation, or who is or was serving at the request of the Corporation in any such capacity for another entity, partnership, joint venture, or trust, against any and all expenses, judgments, fines, penalties, settlement amounts, legal fees, and other liabilities actually or reasonably incurred in connection with any actual or threatened proceeding, inquiry, investigation, claim, or action—whether civil, criminal, administrative, or otherwise.

This mandatory indemnification shall apply regardless of the capacity in which the person served and shall extend to all corporate duties performed in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of the Corporation.

Section 8.2 Advancement of Expenses

To the maximum extent allowed by law, the Corporation shall advance legal fees, litigation costs, and other defense expenses prior to the final disposition of any proceeding, upon receipt of:

No additional approvals or findings shall be required prior to advancement. The Corporation shall make such payments promptly upon request.

Section 8.3 Limitation of Personal Liability

To the fullest extent permitted by DGCL §102(b)(7) or any successor provision, no director, officer, or fiduciary of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages arising from any alleged breach of fiduciary duty, duty of care, or duty of loyalty, except for:

Any repeal or modification of this Section shall not adversely affect any right or protection existing at the time of such repeal or modification.

Section 8.4 Non-Exclusivity of Rights

The rights of indemnification and advancement of expenses set forth in this Article shall not be exclusive of, and shall not limit, any other rights to which any person may be entitled under the Certificate of Incorporation, a Board resolution, vote of shareholders, contract, insurance policy, or any applicable law. These rights shall apply in addition to, and not in substitution for, any broader rights provided elsewhere.

Section 8.5 Insurance

The Corporation may purchase, maintain, or reimburse the cost of insurance on behalf of any person described in Section 8.1 against any liability asserted or incurred in any capacity arising out of their role or connection with the Corporation, whether or not the Corporation would have the power to indemnify such person under applicable law. The Corporation shall not be obligated to obtain such insurance but may do so at its discretion, including policies covering past or former officers and directors.

Section 8.6 Survival and Benefit

The indemnification and liability protections provided herein shall continue for any person who has ceased to serve in their respective capacity and shall inure to the benefit of such person’s heirs, executors, administrators, assigns, legal representatives, and estate. These rights shall be deemed contractual and irrevocable, and shall survive any dissolution, merger, reorganization, or transfer of control of the Corporation.

Section 8.7 Subrogation and Cooperation Obligations

If any indemnified person receives payment, recovery, or reimbursement from a third-party source (including insurers or co-defendants), they shall promptly reimburse the Corporation for any indemnification advances previously paid to the extent of such recovery.

Each indemnified person shall fully cooperate with the Corporation, its legal counsel, and any insurer in the defense, settlement, or resolution of any claim. Failure to cooperate may suspend or limit ongoing indemnification rights.

Section 8.8 Creditor Limitations and Charging Order Exclusive Remedy

No external creditor, legal claimant, judgment holder, or third party shall acquire, access, attach, or assert any right to the equity interests, corporate seats, voting rights, or decision-making authority of any person protected under this Article. The sole and exclusive remedy available to any such claimant shall be a charging order against net economic distributions (if any) lawfully payable to the indemnified person, as further limited by Article XV.

No legal, equitable, or statutory process shall impair the independence, discretion, or status of any indemnified person within the Corporation.

ARTICLE IX: RECORDS AND SHAREHOLDER ACCESS

Section 9.1 Maintenance and Control of Records

The Corporation shall maintain accurate and complete books and records of account, including minutes of meetings, stockholder registries, resolutions, consents, financial reports, contracts, and corporate instruments, in physical, electronic, or hybrid form, as permitted by the DGCL. The location, format, classification, and retention method of all records shall be determined solely by the Chairman, and no officer, director (other than the Chairman), or shareholder shall have authority to alter, relocate, or mandate recordkeeping protocols without written approval.

Section 9.2 Stockholder Inspection Rights Limited to DGCL §220

No stockholder shall have any right to inspect, copy, extract, obtain, or otherwise access the Corporation’s records, communications, internal data, trade secrets, strategies, technical infrastructure, algorithms, financial models, or Board materials—except to the minimum extent expressly and non-waivably required by DGCL §220. To exercise such right, a stockholder must strictly comply with all procedural prerequisites under Delaware law and must submit to the Corporation:

Failure to meet all four conditions shall constitute grounds for denial.

Section 9.3 Improper Purpose or Bad Faith Use

Any request for records or information that, in the sole judgment of the Chairman or a majority of the Board, is deemed speculative, abusive, hostile, duplicative, coordinated with third-party interests, or made in anticipation of litigation or reputational harm, may be summarily denied without obligation to provide further justification. If a stockholder misuses or disseminates any corporate information—whether obtained through legal access or otherwise—the Corporation may immediately revoke all future governance and information rights of such holder and may seek equitable, injunctive, or monetary relief in any appropriate forum.

Section 9.4 Mandatory Confidentiality and Non-Disclosure Agreements (NDAs)

The Corporation may condition any document inspection, access, or disclosure on the execution of a legally binding non-disclosure agreement (NDA). The NDA may include:

Any violation of an NDA shall result in immediate revocation of rights, permanent disqualification from further access, and enforcement of all available remedies under law or equity.

Section 9.5 Director Rights to Information

Each duly seated director shall have the absolute right to inspect all books, records, contracts, communications, and systems of the Corporation, as necessary to fulfill their fiduciary duties. Such requests shall be honored promptly and without obstruction, and shall not be subject to shareholder-level limitations, NDAs, or preconditions—unless the requesting director has a known conflict of interest or pending adverse action against the Corporation.

Section 9.6 Legal and Regulatory Access

The Corporation shall comply with all lawful subpoenas, government audits, securities filings, or regulatory inspections as required by applicable law. No stockholder may initiate, facilitate, or represent the Corporation in any such legal or regulatory process without the written consent of the Chairman, and no third-party access shall be granted based on stockholder status alone.

ARTICLE X: SHARES, CLASSES, AND TRANSFERS

Section 10.1 Authorized Shares and Class Powers

The Corporation shall have authority to issue Common Stock, Class B Stock, and Preferred Stock in such amounts and series as authorized by the Certificate of Incorporation and as may be approved by resolution of the Board of Directors. Each class of stock shall possess only those rights, preferences, privileges, and restrictions expressly conferred by:

No class of stock shall be deemed to carry implied rights or privileges not affirmatively granted. Voting rights, if any, shall be construed narrowly.

Section 10.2 Class B and Preferred Stock Limitations

Unless expressly stated otherwise in the Certificate of Incorporation or the specific instrument authorizing issuance, Class B Stock and Preferred Stock shall constitute “economic-only” non-voting interests, and shall not carry:

Such shares shall entitle the holder solely to the economic benefits (e.g., dividends, redemptions, sale proceeds) explicitly provided.

Section 10.3 Uncertificated Shares and Issuance Format

The Corporation may issue shares of any class in uncertificated form unless a shareholder submits a written request for a physical certificate and the Board approves such issuance. Any such certificate shall conform to DGCL requirements and may be subject to restrictive legends as determined by the Corporation.

Section 10.4 Transfer Restrictions and Approval Requirement

No shares of any class shall be sold, transferred, assigned, pledged, hypothecated, encumbered, or otherwise disposed of—whether voluntarily or by operation of law—unless all of the following conditions are satisfied:

Any unauthorized or non-compliant transfer shall be void ab initio and shall not be recognized by the Corporation.

Section 10.5 Right of First Refusal (ROFR)

Before any shareholder may transfer shares to a third party, the Corporation (or its designee) shall have the first right to purchase such shares on the same terms. The procedures, timelines, notice requirements, valuation mechanisms, and waiver process shall be as set forth in the Corporation’s shareholder agreements, offering documents, or internal policies. Failure to strictly comply with such ROFR procedures shall invalidate any proposed transfer.

Section 10.6 Record Ownership Requirement for Right

Only stockholders of record shall have the right to:

Beneficial holders, brokers, custodians, or nominee accounts shall not be deemed stockholders for any purpose, unless and until properly registered as holders of record in the Corporation’s official ledger.

Section 10.7 Replacement for Lost or Destroyed Certificates

If a stock certificate is lost, destroyed, stolen, or mutilated, the Corporation may issue a replacement certificate or convert the shares into uncertificated form, subject to:

The Corporation may deny replacement if fraud or bad faith is suspected.

Section 10.8 Discretionary Dividends

No shareholder or class of stock shall have any guaranteed right to dividends. Dividends may be declared and paid only at the sole discretion of the Board, subject to DGCL solvency requirements. The timing, form, amount, and class eligibility of any dividend shall be determined exclusively by Board resolution and shall not create any continuing entitlement or precedent.

ARTICLE XI: AMENDMENTS

Section 11.1 Exclusive Authority

These Bylaws may be adopted, amended, restated, or repealed solely by (a) written directive of the Chairman and Chief Executive Officer, or (b) unanimous written consent of the full Board of Directors then in office. No shareholder vote, proposal, consent, or petition—whether direct or derivative—shall be valid, effective, or required for any modification to these Bylaws, except where expressly mandated by a non-waivable provision of the Delaware General Corporation Law (DGCL). Any purported shareholder action to modify these Bylaws without such authority shall be null, void, and of no legal effect.

Section 11.2 Scope of Amendments

Amendments may address any subject or provision contained within these Bylaws, including but not limited to: capital structure; stock classes; officer and director powers; indemnity and fiduciary protections; governance authority; shareholder rights; voting procedures; information access; equity compensation; or dispute resolution frameworks. No prior notice, shareholder approval, fairness opinion, or external validation shall be required as a condition to enactment of any amendment.

Section 11.3 Non-Retroactivity and Protection of Founder Rights

No amendment, repeal, restatement, or interpretive revision of these Bylaws shall have retroactive or prospective effect that diminishes, restricts, overrides, or eliminates any right, protection, power, designation, equity award, compensation, appointment authority, fiduciary shield, or governance status previously granted to the Founder, the Chairman, or any then-serving officer or director, unless such person provides prior written consent.

This provision includes, without limitation, protections related to:

Any attempt to circumvent this protection through indirect or procedural means—including through reclassification, internal restructuring, board expansion, proxy coordination, derivative action, or litigation—shall be deemed a violation of these Bylaws and shall be void ab initio. All such rights are deemed irrevocable and contractually binding unless explicitly waived in writing by the Founder. No provision of these Bylaws shall be construed to permit erosion of Founder authority by implication or omission. Courts and arbitrators shall be directed to interpret this Section liberally in favor of preserving all such protections.

Section 11.4 – Effective Date and Recordkeeping

Unless otherwise specified in the amending resolution or instrument, all amendments shall take effect immediately upon execution by the authorized parties. A copy of the most current version of the Bylaws, including any amendments or restatements, shall be maintained in the Corporation’s permanent governance records and shall automatically supersede all prior versions. The Corporation shall not be required to distribute amended Bylaws to shareholders unless specifically directed by the Chairman or required by law.

ARTICLE XII: ADVANCED CORPORATE PROTECTIONS

Section 12.1 Founder and Chairman Authority

The Founder, serving as Chairman and Chief Executive Officer, shall retain exclusive, irrevocable, and overriding authority with respect to all matters of corporate governance, succession planning, equity structuring, fiduciary appointments, capital allocation, and strategic control. No board resolution, shareholder action, third-party agreement, or legal proceeding shall diminish, override, or impair this authority without the Founder’s prior written consent. This power shall be construed liberally and expansively, and any ambiguity shall be resolved in favor of continued Founder control.

Section 12.2 Merger, Acquisition, and Exit Controls

No merger, acquisition, asset sale, recapitalization, public offering, strategic exit, or liquidity event shall be valid or binding unless specifically authorized in writing by the Founder and Chairman. No stockholder, regardless of class, voting power, or economic interest, shall have the ability to initiate, compel, or ratify any such transaction without the express consent of the Founder. Any transaction commenced without such authorization shall be deemed unauthorized and void ab initio.

Section 12.3 Buyer Vetting and Governance Filter

All proposed acquirers, institutional investors, underwriters, or controlling stakeholders shall be subject to comprehensive strategic, legal, and reputational vetting by the Chairman and any internal advisory body of his choosing. The Corporation shall reject, without obligation or explanation, any proposal, term sheet, investment, or inquiry that does not align with long-term fiduciary alignment, value preservation, or cultural mission as determined solely by the Chairman.

Section 12.4 Founder Compensation and Recognition

The Founder may be awarded compensation, equity, warrants, or deferred economic consideration for prior or ongoing labor, capital infusion, strategic development, risk assumption, or intellectual property contributions. These awards shall not be subject to dilution, parity claims, clawbacks, fairness opinions, or valuation thresholds unless expressly agreed in writing by the Founder. The Board shall not require third-party approval or fairness review for such grants.

Section 12.5 Tax-Deferred Compensation Instruments

The Corporation may issue to the Founder or executive officers equity instruments—such as options, warrants, or restricted shares—structured to defer taxation until a liquidity or realization event, including but not limited to IPO, acquisition, sale of control, or change of ownership. Strike prices may be as low as $0.01 or otherwise nominal. Such instruments may be issued retroactively or in anticipation of future contributions, and shall not require parity treatment with any other class of equity holders.

Section 12.6 Executive Protection from Personal Liability

No officer, director, or fiduciary acting in good faith shall bear any personal liability for any act, omission, or business judgment made in the scope of corporate service. The Corporation shall indemnify and defend such individuals to the fullest extent permitted by law, regardless of the success of any underlying action, and shall advance legal expenses immediately upon demand. The Corporation shall bear the burden of proving bad faith in any dispute regarding the denial of such protections.

Section 12.7 Charging Order as Sole Creditor Remedy

No judgment creditor, lienholder, garnishing party, or claimant shall acquire the right to assume, encumber, vote, transfer, inspect, control, or liquidate any equity, office, or governance rights held by any executive, director, or shareholder. The exclusive remedy for such third parties shall be a charging order against economic distributions, if and when declared at the discretion of the Corporation. No managerial authority, access rights, or participation powers shall attach to such remedy. Any other judgment, claim, or proposed enforcement mechanism shall be deemed invalid and unenforceable under these Bylaws and Delaware law.

Section 12.8 Binding Effect and Survivability

The protections set forth in this Article shall apply retroactively and prospectively to all current and former officers, directors, and shareholders, and shall be binding upon all heirs, successors, assigns, transferees, legal representatives, and custodians. These provisions shall survive any merger, acquisition, recapitalization, liquidation, death, dissolution, resignation, or regulatory event affecting the Corporation or its leadership. Any court, arbitrator, or enforcement body shall be required to interpret this Article in favor of continued enforceability and maximum protection of the Corporation’s leadership structure.

ARTICLE XIII: CAPITAL STRUCTURE & OFFERING FRAMEWORK

Section 13.1 Class B Revenue-Backed Shares

The Corporation may authorize and issue a distinct equity instrument known as Class B Revenue-Backed Shares (“Class B Shares”), which shall entitle holders to receive a defined share of the Corporation’s gross revenues until a predetermined return threshold is satisfied. Key terms include, but are not limited to:

Class B Shares are hereby designated as non-governing, contract-defined financial instruments, and shall be construed narrowly and exclusively in accordance with their revenue and conversion entitlements.

Section 13.2 Governance and Economic Terms

Class B Shares shall not carry voting rights, Board participation, proxy rights, inspection access, or standing in derivative or fiduciary claims. Their sole enforceable rights shall be:

No other rights shall be implied or inferred. Class B holders shall not be treated as equity partners for any purpose beyond the four corners of their designated terms.

Section 13.3 Transition to Regulation A+ Offering

Following the partial or full close of the Class B offering, the Corporation may initiate a Tier 2 Regulation A+ public offering of common equity. The Reg A+ round shall: