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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event
reported): June 11, 2026 (June 9,
2026)
Commission File No. 000-30053
BILI Social International, Inc.
(Exact name of registrant as specified in its charter)
| Florida |
|
22-3084979 |
| (State or other jurisdiction of |
|
(I.R.S. Employer |
| incorporation or organization) |
|
Identification No.) |
625 Broad Street
2nd Floor, Suite 240
Newark, New
Jersey 07102
(Address of principal executive offices, zip code)
1-888-458-2454
(Registrant’s telephone number, including
area code)
Allied Energy, Inc.
(Former name or former address, if changed since last
report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of
the Act: None.
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
| N/A |
N/A |
N/A |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter). ☒
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Election of New Directors
On June 9, 2026, the Board of Directors (the “Board”)
of BILI Social International, Inc. fka Allied Energy, Inc. (the “Company”), acting by unanimous written consent, approved
to increase the number of directorships of the Company from three to six, and appointed Robert Fotheringham, Zhenlong (Joe) Jiao and Henoc
Muamba, as non-employee members of the Board to fill such vacancies. Messrs. Fotheringham, Jiao and Muamba are deemed to qualify as independent
under the director independence standards set forth in the rules and regulations of the SEC and applicable Nasdaq listing standards.
Each of Messrs. Fotheringham, Jiao and Muamba
will serve in the Company’s Audit Committee, Compensation Committee and Nominating and Governance Committee. The Chair of the Audit
Committee will be Mr. Fotheringham, the Chair of the Compensation Committee will be Mr. Fotheringham, and the Chair of the Nominating
and Corporate Governance Committee will be Mr. Jiao.
There are no arrangements or understandings between
Messrs. Fotheringham, Jiao and Muamba and any other person pursuant to which Messrs. Fotheringham, Jiao and Muamba were selected as a
director of the Company, and there are no family relationships between Messrs. Fotheringham, Jiao and Muamba and any of the Company’s
Directors or executive officers. There are no transactions to which the Company is a party and in which Messrs. Fotheringham, Jiao and
Muamba have a direct or indirect material interest that would be required to be disclosed under Item 404(a) of Regulation S-K.
Below is a description of Messrs. Fotheringham,
Jiao and Muamba professional work experience.
Robert Fotheringham, 67, is a senior
capital markets executive and board director with more than 30 years of experience in institutional investment management, exchange operations,
proprietary trading, and private equity, with a strong focus on governance, risk oversight, and regulated financial markets. Mr. Fotheringham
is the Co-Founding Partner of Fotheringham&Fang Group Inc., a firm that is focused on enterprise start-up creation, consulting services,
and private investment.
Prior to founding Fotheringham & Fang Group,
from 2005 to 2013 Mr. Fotheringham served with TMX Group Limited, Canada’s national exchange group and operator of the Toronto Stock
Exchange, TSX Venture Exchange, Montréal Exchange (MX), and related clearing and market infrastructure entities. He last served
as Senior Vice President, Trading and was designated as an Officer of the Group. He served on the Board of Directors of the Canadian Depository
for Securities (CDS), a TMX Group company. Earlier at TMX Group, he served as Vice President, Structured and Derivative Products, where
he led the development and execution of the organization’s derivatives market strategy. TMX Group Limited trades on the Toronto
Stock Exchange under the symbol X.
Before joining TMX Group in 2005, Mr. Fotheringham
spent nearly a decade at the Ontario Municipal Employees Retirement System (OMERS), one of Canada’s largest pension funds, where
he last served as Vice President, Derivative and Quantitative Investments.
Mr. Fotheringham received his professional accounting
designation in Ontario, Canada in 1993. Mr. Fotheringham is a Chartered Professional Accountant (CPA, CGA).
Zhenlong (Joe) Jiao,
63, has substantial experience in corporate governance and board management and currently serves as a director of several enterprises.
In 2021, he became a director of 8th Power Technology Inc., a company based in Canada engaged in investment-related activities, including
Bitcoin mining, trading, and financing. He also has served since 2019, as a director of GUO Jun Capital Management Limited, a Hong Kong–based
investment fund, which has invested in Prime Time Group, a leading watch industry chain supplier in China.
In 2014, Mr. Jiao founded Topping Dragon Investment,
a Hong Kong–based investment company engaged in equity investment activities, with a focus on the biotechnology sector in China.
In 2012, Mr. Jiao co-founded Hainan Julan Hehui Fund, which conducts equity investments in high-tech industries.
Earlier in his career, Mr. Jiao
served as General Manager of the Henan Branch of China Artex Import & Export Corporation, where he was responsible for the operation
and management of a large import and export enterprise with over 500 employees.
Mr. Jiao received a bachelor degree
in Economics from Henan University located in Kaifeng City, China in 1987.
Henoc Muamba, 37,
is a Congolese-Canadian leader, broadcaster, and community builder. Mr. Muamba played professional football in both the CFL and NFL, and
was one of the most decorated players in CFL history- as a multiple-time All-Star, team captain and leader. His career culminated in winning
the Grey Cup championship and becoming only the second player in the league’s 100-yearplus history to be named both Most Valuable
Player and Most Valuable Canadian in the same game.
Since retiring from an illustrious 11 year pro
football career, Mr. Muamba has built a dynamic second career in media. He is establishing himself as one of Canada’s most versatile
and compelling television personalities. Mr. Muamba appeared in the reality show the Traitors Canada Season 2 in 2024;Since 2024 he has
been a co-host on the Social – a CTV daytime talk show. Mr. Muamba has also been a CFL analyst for TSN since his retirement from
pro football in 2023. Earlier of 2026, he has joined the team at 100 Huntley Street as a host. Aprogram that has been on air for nearly
50 years.
Mr. Muamba was community champion throughout his
playing days and beyond, he continues his philanthropic work through the Muamba Foundation, supporting equity-deserving youth through
mentorship, skill development, and career development, through partnerships with Big Brothers Big Sisters, Dreams Take Flight, World Vision,
and other global organizations.
From 2007-2010 Mr. Muamba attended the university
of St. Francis Xavier University in Antigonish, Nova Scotia, where he studied Information Systems and played university football.
Compensatory Agreement for New Directors
In connection with the appointment of Messrs.
Fotheringham, Jiao and Muamba as non-employee directors of the Board, the Board has approved a non-employee director compensation package
and standard form director’s agreement. Messrs. Fotheringham, Jiao and Muamba will each be entitled to receive a pro-rated $8,000
annual retainer, payable quarterly, for service as a non-employee director for the Company’s fiscal year ending December 31, 2026.
The Company’s Non-Employee Director Compensation Program includes the payment of a retainer of: (i) $2,000 per quarter for the Chair
of the Audit Committee; (ii) $1,000 per quarter for the Chair of the Compensation Committee; and (iii) $1,000 per quarter for the Chair
of the Nominating and Governance Committee. In addition, consistent with the Non-Employee Director Compensation Program, each of Messrs.
Fotheringham, Jiao and Muamba shall receive an annual stock grant of $100,000 of restricted stock, which will vest quarterly and be paid
at the end of each calendar quarter, based upon the market price of shares of the Company’s common stock on the date of issuance,
subject to continued service as a director on the Board. The stock award shall be replaced in the future with an option grant upon the
adoption of an equity incentive plan.
The Company has entered into a standard form of
director agreement with Messrs. Fotheringham, Jiao and Muamba, in substantially the form that is filed as Exhibit 10.1 attached hereto
and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On June 11, 2026, the Company issued a press release
disclosing the election of new directors and new governance charters. A copy of the press release is attached hereto as Exhibit 99.1 and
is incorporated by reference herein.
The information in this Item 7.01, including Exhibit
99.4, is being furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall
it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly
set forth by specific reference in such filing.
Item 8.01 Other Events.
Adoption of Committee Charters
On June 9, 2026, the Board adopted charters
for a Compensation Committee, Audit Committee, and Nominating and Corporate Governance Committee of the Board. The foregoing are
attached as Exhibits 99.1-99.3 to this Current
Report on Form 8-K.
Following the adoption of
the committee charters, the Board made the following committee appointments:
| Director Name | |
Audit Committee | |
Compensation Committee | |
Nomination, Corporate Governance Committee |
| Chiching Hung | |
| |
| |
|
| Adrian Capobianco (1) | |
| |
| |
|
| Taisia Levintsa | |
| |
| |
|
| Robert Fotheringham | |
C | |
C | |
M |
| Zhenlong (Joe) Jiao | |
M | |
M | |
C |
| Henoc Muamba | |
M | |
M | |
M |
C - Chairperson of the Committee.
M - Member of the Committee.
(1) Chairman of the Board.
Adoption of Insider Trading Policy
and Code of Ethics
On June 9, 2026, the Board adopted a Code of Ethics,
which establishes standards of ethical conduct applicable to the Company’s directors, officers, employees, and, where applicable,
agents and representatives and an insider trading policy The foregoing are attached as Exhibits
14.1 and 19.1 respectively to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits – The following
exhibits are filed as part of this report:
Exhibit
No. |
|
Description |
| 10.1* |
|
Form of Director’s Agreement |
| 14.1 * |
|
Code of Ethics |
| 19.1* |
|
Insider Trading Policy |
| 99.1* |
|
Audit Committee Charter |
| 99.2* |
|
Compensation Committee Charter |
| 99.3* |
|
Nominating and Corporate Governance Committee Charter |
| 99.4* |
|
Press Release dated June 11, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
*Filed herewith
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| |
BILI Social International, Inc. |
|
| |
|
|
|
| Dated: June 11, 2026 |
|
/s/ Adrian Capobianco |
|
| |
|
By: Adrian Capobianco |
|
| |
|
Chief Executive Officer |
|
| |
|
|
|
Exhibit 99.1
BILI
SOCIAL INTERNATIONAL, INC.
AUDIT
COMMITTEE CHARTER
Effective as on June 9, 2026
Purpose
The Audit Committee (the “Committee”)
is appointed by the Board of Directors (the “Board”) of BILI Social International, Inc., a Florida corporation
(the “Company”), to assist the Board in its oversight of the accounting and financial reporting processes of
the Company and the Company’s compliance with legal and regulatory requirements. To assist the Board in fulfilling its responsibilities,
the Committee shall:
| 1. | Oversee the accounting and financial reporting processes of the Company and audits of the financial statements
of the Company. |
| 2. | Aid the Board with respect to its oversight of the following: |
| (a) | the quality and integrity of the Company’s financial statements; |
| (b) | the Company’s compliance with legal and regulatory requirements; |
| (c) | the Company’s processes relating to risk management, the conduct and systems of internal control
over financial reporting, and disclosure controls and procedures; |
| (d) | the independent auditor’s engagement, qualifications, compensation, and independence; |
| (e) | the performance of the Company’s internal audit function, if any, and independent auditor. |
| 3. | Prepare the report required by the rules of the U.S. Securities and Exchange Commission (the “SEC”) to be
included in the Company’s annual proxy statement, as applicable. |
In performing its duties,
the Committee should seek to maintain an effective working relationship with the Board, the independent accountants, the internal auditors
and management of the Company. The Committee shall perform such other functions as the Board may from time to time assign to the Committee.
The Committee shall exercise its business judgment in carrying out the responsibilities described in this charter in a manner that the
Committee members reasonably believe to be in the best interests of the Company and its stockholders. No provision of this charter, however,
is intended to create any right in favor of any third party, including any stockholder, officer, director or employee of the Company or
any subsidiary thereof, in the event of a failure to comply with any provision of this charter. Nothing contained in this charter is intended
to expand applicable standards of liability under statutory or regulatory requirements for the directors of the Company or members of
the Committee.
The purposes and responsibilities
outlined in this charter are meant to serve as guidelines rather than as inflexible rules and the Committee is encouraged to adopt such
additional procedures and standards as it deems necessary from time to time to fulfill its responsibilities, provided that such procedures
are consistent with the Company’s charter and bylaws and any applicable law.
Composition and Qualifications
The Committee shall consist
of three or more members of the Board. Each of the members of the Committee shall be “independent” in accordance with the
requirements of Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the
rules of the Nasdaq Stock Market LLC (“Nasdaq”). No member of the Committee shall have participated in the preparation
of the financial statements of the Company or any current subsidiary of the Company during the previous three-year period.
Each member of the Committee
must be able to read and understand fundamental financial statements (including the Company’s balance sheet, income statement, and
cash flow statement) and at least one member of the Committee must either have past employment experience in finance or accounting, requisite
professional certification in accounting, or any other comparable experience or background that results in the member’s financial
sophistication (including being or having been a chief executive officer, chief financial officer, or other senior officer with financial
oversight responsibilities). At least one member of the Committee must be an “audit committee financial expert” as determined
by the rules and regulations of the SEC and Nasdaq. A person who satisfies this definition of “audit committee financial expert”
will also be presumed to have financial sophistication. The designation of the “audit committee financial expert” shall be
made by the Board in its business judgment at least annually.
Committee members may enhance
their familiarity with finance and accounting by participating in educational programs conducted by the Company or by an outside organization.
No member of the Committee may serve on the audit committee of more than three public companies, including the Company, unless the Board
has determined that such simultaneous service would not impair the ability of such member to effectively serve on the Committee.
Appointment and Removal
The members of the Committee
shall be appointed by the Board. A member shall serve until such member’s successor is duly elected and qualified or until such
member’s earlier resignation or removal. The members of the Committee may be removed, with or without cause, by a majority vote
of the Board.
Chairman
Unless a Committee chairperson
(the “Chairman”) is elected by the full Board, the members of the Committee shall designate a Chairman by majority
vote of the full Committee membership. The Chairman shall preside over all regular sessions of the Committee, shall have the authority
to convene Committee meetings, shall set the agendas for Committee meetings, and shall communicate the Committee’s informational
needs and decisions to the Board. In the absence of the Chairman at a duly convened Committee meeting, the Committee shall select a temporary
substitute from among its members to preside over the meeting.
Delegation to Subcommittees
In fulfilling its responsibilities,
the Committee shall be entitled to delegate any of its responsibilities to a subcommittee of the Committee to the extent consistent with
the Company’s charter and bylaws, applicable law and the requirements of Nasdaq.
Authority and Committee Resources
In discharging its role, the
Committee is empowered to inquire into any matter that it considers appropriate to carry out its responsibilities, with access to all
books, records, facilities and personnel of the Company, and, subject to the direction of the Board, the Committee is authorized and delegated
the authority to act on behalf of the Board with respect to any matter it determines to be necessary or appropriate to the accomplishment
of its purposes. The Committee shall have authority to retain, direct and oversee the activities of, and to terminate the engagement of,
the Company’s independent auditor and any other accounting firm retained by the Committee to prepare or issue any other audit report
or to perform any other audit, review or attest services and any legal counsel, accounting or other advisor or consultant hired to assist
the Committee, all of whom shall be accountable to the Committee.
The Committee shall have the
authority, without seeking Board approval, to engage and obtain advice and assistance from outside legal and other advisors as it deems
necessary to carry out its duties. The Committee also shall have the authority to receive appropriate funding, as determined by the Committee,
in its capacity as a committee of the Board, from the Company for the payment of compensation (i) to any accounting firm engaged for the
purpose of preparing or issuing an audit report or performing other audit, review, or attest services for the Company, (ii) to compensate
any outside legal or other advisors engaged by the Committee and (iii) to pay the ordinary administrative expenses of the Committee that
are necessary or appropriate in carrying out its duties.
Meetings
The Committee shall meet as
frequently as circumstances dictate, but at least on a quarterly basis. The Chairman of the Committee or a majority of the members of
the Committee may call meetings of the Committee. Any one or more of the members of the Committee may participate in a meeting of the
Committee by means of conference call or similar communication device by means of which all persons participating in the meeting can hear
each other.
Notice of meetings shall be
given to all Committee members or may be waived, in the same manner as required for meetings of the Board. A majority of the members of
the Committee shall constitute a quorum for a meeting and the affirmative vote of a majority of members present at a meeting at which
a quorum is present shall constitute the action of the Committee. The Committee shall otherwise establish its own rules of procedure.
All non-management directors
who are not members of the Committee may attend meetings of the Committee but may not vote. In addition, the Committee may invite to its
meetings any director, member of management of the Company, and such other persons as it deems appropriate in order to carry out its responsibilities.
The Committee may also exclude from its meetings any persons it deems appropriate.
As part of its goal to foster
open communication, the Committee shall periodically meet separately with each of management, the director of the internal auditing department,
if any, and the independent auditor to discuss any matters that the Committee, the independent auditor, or the internal auditor, if any,
believe would be appropriate to discuss privately. In addition, the Committee shall meet with the independent auditor and management periodically
to review the Company’s financial statements in a manner consistent with that outlined in this charter.
Duties and Responsibilities
The Committee shall carry
out the duties and responsibilities set forth below. These functions should serve as a guide with the understanding that the Committee
may determine to carry out additional functions and adopt additional policies and procedures as may be appropriate in light of changing
business, legislative, regulatory, legal, or other conditions. The Committee shall also carry out any other duties and responsibilities
delegated to it by the Board from time to time related to the purposes of the Committee outlined in this charter. The Committee may perform
any functions it deems appropriate under applicable law, rules, or regulations, the Company’s bylaws, and the resolutions or other
directives of the Board, including review of any certification required to be reviewed in accordance with applicable law or regulations
of the SEC.
While the Committee has the
responsibilities and powers set forth in this charter, it is not the duty of the Committee to plan or conduct audits or to determine whether
the Company’s financial statements are complete and accurate and are in accordance with generally accepted accounting principles
(“GAAP”). The Committee must rely on (i) management for the preparation and accuracy of the Company’s
financial statements, (ii) management for establishing internal controls and procedures to ensure the Company’s compliance with
accounting standards, financial reporting procedures and applicable laws and regulations and (iii) the Company’s independent auditors
for an unbiased, diligent audit or review, as applicable, of the Company’s financial statements and the effectiveness of the Company’s
internal controls. The members of the Committee are not employees of the Company and are not responsible for conducting the audit or performing
other accounting procedures. It also is the job of the Company’s Chief Executive Officer and senior management, rather than that
of the Committee, to assess and manage the Company’s exposure to risk.
Documents/Reports Review
| 1. | Discuss with management and the independent auditor, prior to public dissemination, the Company’s
annual audited financial statements and quarterly financial statements, including the Company’s disclosures under “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” and discuss with the independent auditor the matters required
to be discussed pursuant to the requirements of the Public Company Accounting Oversight Board (“PCAOB”). |
| 2. | Discuss with management and the independent auditor, prior to the Company’s filing of any quarterly
or annual report, (a) whether any significant deficiencies in the design or operation of internal control over financial reporting exist
that could adversely affect the Company’s ability to record, process, summarize, and report financial data; (b) the existence of
any material weaknesses in the Company’s internal control over financial reporting; and (c) the existence of any fraud, whether
or not material, that involves management or other employees who have a significant role in the Company’s internal control over
financial reporting. |
| 3. | Discuss with management and the independent auditor the Company’s earnings press releases (paying
particular attention to the use of any “pro forma” or “adjusted” non-GAAP information), as well as financial information
and earnings guidance provided and the type of presentations made to analysts and rating agencies. |
| 4. | Discuss with management and the independent auditor the Company’s major financial risk exposures,
the guidelines and policies by which risk assessment and management is undertaken, and the steps management has taken to monitor and control
risk exposure. |
| 5. | Report regularly to the Board following meetings of the Committee, (i) with respect to such matters as
are relevant to the Committee’s discharge of its responsibilities, and (ii) with respect to such recommendations as the Committee
may deem appropriate. The report to the Board may take the form of an oral report by the Chairman or any other member of the Committee
designated by the Committee to make such report. |
Independent Auditors
| 1. | Select, appoint, retain, compensate, evaluate, and terminate any accounting firm engaged by the Company
for the purpose of preparing or issuing an audit report or performing other audit, review, or attest services for the Company and, in
its sole authority, approve all audit engagement fees and terms as well as all non-audit engagements with such accounting firm. |
| 2. | Oversee the work of any accounting firm engaged by the Company for the purpose of preparing or issuing
an audit report or performing other audit, review, or attest services for the Company, including resolving any disagreements between management
and the independent auditor regarding financial reporting. |
| 3. | Pre-approve, or adopt procedures to pre-approve, all audit, audit related, tax, and other services permitted
by law or applicable SEC regulations (including fee and cost ranges) to be performed by the independent auditor. Any pre-approved services
that will involve fees or costs exceeding pre-approved levels will also require specific pre-approval by the Committee. Unless otherwise
specified by the Committee in pre-approving a service, the pre-approval will be effective for the 12-month period following pre-approval
and will be reviewed on an ongoing basis. The Committee will not approve any non-audit services prohibited by applicable SEC regulations
or any services in connection with a transaction initially recommended by the independent auditor, the purpose of which may be tax avoidance
and the tax treatment of which may not be supported by the Internal Revenue Code and related regulations. |
| 4. | To the extent it deems it appropriate, delegate pre-approval authority to the Chairman of the Committee or any one or more other members
of the Committee, provided that any member of the Committee who has exercised any such delegation must report any such pre-approval decision
to the Committee at its next scheduled meeting. The Committee will not delegate the pre-approval of services to be performed by the independent
auditor to management. |
| 5. | Require that the independent auditor, in conjunction with the Company’s Chief Financial Officer,
be responsible for seeking pre-approval for providing services to the Company and that any request for pre-approval must inform the Committee
about each service to be provided and must provide detail as to the particular service to be provided. |
| 6. | Inform each accounting firm engaged for the purpose of preparing or issuing an audit report or to perform
audit, review, or attest services for the Company that such firm shall report directly to the Committee. |
| 7. | Review, at least annually, the qualifications, performance, and independence of the independent auditor,
including the lead audit partner. In conducting its review and evaluation, the Committee should, at least annually, obtain and review
a report by the Company’s independent auditor describing (i) the auditing firm’s internal quality-control procedures; (ii)
any material issues raised by the most recent internal quality-control review, peer review, or PCAOB review, of the auditing firm, or
by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent
audits carried out by the auditing firm, and any steps taken to deal with any such issues; and (iii) all relationships between the independent
auditor and the Company or any of its subsidiaries. |
| 8. | Review and discuss with the independent auditor (i) the auditor’s responsibilities under GAAP and
the responsibilities of management in the audit process, (ii) the overall audit strategy, (iii) the scope and timing of the annual audit,
(iv) any significant risks identified during the auditor’s risk assessment procedures and (v) when completed, the results of the
annual audit, including any significant findings. |
Financial Reporting Process
| 1. | In consultation with the independent auditor, management, and the internal auditor, if any, review the
integrity of the Company’s financial reporting processes, both internal and external. From time to time, the Committee should obtain
and discuss with management and the independent auditor reports from management and the independent auditor regarding (i) all critical
accounting policies and practices to be used by the Company and the related disclosure of those critical accounting policies under “Management’s
Discussion and Analysis of Financial Condition and Results of Operations”; (ii) analyses prepared by management and/or the independent
auditor setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements;
(iii) all alternative treatments of financial information within GAAP that have been discussed with the Company’s management, the
ramifications of the use of the alternative disclosures and treatments, and the treatment preferred by the independent auditor; (iv) major
issues regarding accounting principles and financial statement presentations, including any significant changes in the Company’s
selection or application of accounting principles; (v) major issues as to the adequacy of the Company’s internal controls and any
specific audit steps adopted in light of material control deficiencies; (vi) issues with respect to the design and effectiveness of the
Company’s disclosure controls and procedures, management’s evaluation of those controls and procedures, and any issues relating
to such controls and procedures during the most recent reporting period; (vii) the effect of regulatory and accounting initiatives, as
well as off-balance sheet structures, on the financial statements of the Company; (viii) any significant matters arising from any audit,
including any audit problems or difficulties, whether raised by management, the internal auditor, if any, or the independent auditor,
relating to the Company’s financial statements; and (ix) any other material written communications between the independent auditor
and the Company’s management, including any “management” letter or schedule of unadjusted differences. |
| 2. | Review periodically the effect of regulatory and accounting initiatives, as well as off-balance sheet
structures, on the financial statements of the Company. |
| 3. | Review with the independent auditor any audit problems or difficulties encountered and management’s
response thereto. In this regard, the Committee will regularly review with the independent auditor (i) any audit problems or other difficulties
encountered by the auditor in the course of the audit work, including any restrictions on the scope of the independent auditor’s
activities or on access to requested information, and any significant disagreements with management and (ii) management’s responses
to such matters. Without excluding other possibilities, the Committee may review with the independent auditor (x) any accounting adjustments
that were noted or proposed by the auditor but were “passed” (as immaterial or otherwise), (y) any communications between
the audit team and the audit firm’s national office respecting auditing or accounting issues presented by the engagement, and (z)
any “management” or “internal control” letter issued, or proposed to be issued, by the independent auditor to
the Company. |
| 4. | Advise management, the internal audit department, and the independent auditor that they are expected to
provide the Committee a timely analysis of any significant financial reporting issues and practices. |
| 5. | Obtain from the independent auditor assurance that the audit of the Company’s financial statements
was conducted in a manner consistent with Section 10A of the Exchange Act, which sets forth procedures to be followed in any audit of
financial statements required under the Exchange Act. |
| 6. | Establish and oversee procedures for the receipt, retention and treatment of complaints received by the
Company regarding accounting, internal accounting controls or auditing matters, and for the confidential anonymous submission by employees
of the Company of concerns regarding questionable accounting or auditing matters. |
Related Party Transactions
| 1. | Review and approve all related party transactions of the Company and its subsidiaries as defined by SEC
rules and applicable auditing standards, including (i) transactions involving potential conflicts of interest with the Company’s
officers and directors, (ii) transactions involving any immediate family members of any officers and directors and (iii) any other related
party transactions. |
| 2. | Keep the Company’s independent auditors informed of the Committee’s understanding of the Company’s
relationships and transactions with related parties that are significant to the Company. |
| 3. | Review and discuss with the independent auditors the auditor’s evaluation of the Company’s
identification of, accounting for and disclosure of its relationships and transactions with related parties, including any significant
matters arising from the audit regarding the Company’s relationship with related parties. |
Hiring Policy
Oversee the Company’s hiring policies regarding
the Company’s hiring of current or former employees of the independent auditor.
Compliance with Code of Conduct
The Committee shall review compliance with the
Company’s Code of Conduct (the “Code of Conduct”). The Committee may grant waivers under the Code of Conduct for employees
other than directors and executive officers; provided that any waiver of the Code of Conduct for directors or executive officers must
be approved by the Board and disclosed as required by applicable SEC and Nasdaq rules. At least annually, the Committee shall conduct
a review and assessment of the Code of Conduct and report to the Board regarding the general effectiveness of the Code of Conduct and
the Company’s controls and reporting procedures and recommend to the Board any changes to the Code of Conduct that it deems necessary.
Performance Evaluation
The Committee shall conduct a self-evaluation
of the Committee’s performance at least annually. The evaluation shall address subjects including the Committee’s composition,
responsibilities, structure and processes, and effectiveness.
Amendment and Annual Review
This charter may be amended from time to time
by the Board and any amendment must be disclosed as required by, and in accordance with, applicable laws, rules and regulations. The Committee
should review this charter at least annually and recommend any proposed changes to the Board for approval.
Exhibit 99.2
BILI
SOCIAL INTERNATIONAL, INC.
COMPENSATION COMMITTEE CHARTER
Effective June 9, 2026
Purpose
The Compensation Committee
(the “Committee”) is appointed by the Board of Directors (the “Board”) of BILI Social
International, Inc., a Florida corporation (the “Company”) to:
| 1. | determine the compensation of the Chief Executive Officer (the “CEO”) of the
Company; |
| 2. | determine, or recommend to the Board for determination, the compensation of all other executive officers
of the Company; |
| 3. | review and approve the Company’s incentive and equity compensation programs and exercise discretion
in the administration of such programs; and |
| 4. | produce an annual compensation committee report on executive compensation for inclusion in the Company’s
annual proxy statement (“Proxy Statement”), or in its Annual Report on Form 10-K (“Form 10-K”)
if the Company does not file a Proxy Statement, in accordance with applicable rules and regulations of the Nasdaq Stock Market LLC (“Nasdaq”),
the U.S. Securities and Exchange Commission (the “SEC”), and other regulatory bodies. |
The Committee shall make recommendations to the Board for
approval.
Composition and Qualifications
The Committee shall consist
of two or more members of the Board, each of whom must be affirmatively determined by the Board to be “independent” under
Nasdaq rules, including that the director has no material relationship with the Company that, in the opinion of the Board, would interfere
with the exercise of independent judgment in carrying out the responsibilities of a director. In addition, in affirmatively determining
the independence of any director who will serve on the Committee, the Board must consider all factors specifically relevant to determining
whether the director has a relationship to the Company (or any parent or subsidiary of the Company), which is material to that director’s
ability to be independent from management in connection with the duties of a Committee member, including, but not limited to, the following:
| 1. | whether such director is affiliated with the Company, a subsidiary of the Company, or an affiliate of
any subsidiary of the Company; and |
| 2. | the source of compensation of such director, including any consulting, advisory, or other compensatory
fee paid by the Company to such director during the three-year period preceding the determination of independence. |
No director may serve on the
Committee unless that director is a “non-employee director” for purposes of Rule 16b-3 under the Securities Exchange Act of
1934, as amended (the “Exchange Act”).
Appointment and Removal
The members of the Committee
shall be appointed by the Board. A member shall serve until such member’s successor is duly elected and qualified or until such
member’s earlier resignation or removal. The members of the Committee may be removed, with or without cause, by a majority vote
of the Board at any time.
Chairman
Unless a Committee chairperson
(the “Chairman”) is elected by the full Board, the members of the Committee shall designate a Chairman by majority
vote of the full Committee membership. The Chairman shall preside over all regular sessions of the Committee, shall have the authority
to convene Committee meetings, shall set the agendas for Committee meetings, and shall communicate the Committee’s informational
needs and decisions to the Board. In the absence of the Chairman at a duly convened Committee meeting, the Committee shall select a temporary
substitute from among its members to preside over the meeting.
Delegation to Subcommittees
In fulfilling its responsibilities,
the Committee shall be entitled to delegate any of its responsibilities to a subcommittee of the Committee to the extent consistent with
the Company’s charter and bylaws, applicable law and the requirements of Nasdaq
In addition, the Committee
may, by resolution approved by a majority of the Committee, delegate to management the administration of the Company’s incentive
compensation and equity-based compensation plans, to the extent permitted by law and as may be permitted by such plans and subject to
such rules, policies and guidelines (including limits on the aggregate awards that may be made pursuant to such delegation) as the Committee
shall approve, provided that the Committee shall retain the sole authority to determine and approve the awards made under such plan to
any executive officer and any other member of senior management as the Committee shall designate.
Meetings
The Committee shall meet as
frequently as circumstances dictate. The Chairman of the Committee or a majority of the members of the Committee may call meetings of
the Committee. Any one or more of the members of the Committee may participate in a meeting of the Committee by means of conference call
or similar communication device by means of which all persons participating in the meeting can hear each other.
All non-management directors
who are not members of the Committee may attend meetings of the Committee but may not vote. In addition, the Committee may invite to its
meetings any director, member of management of the Company, and such other persons as it deems appropriate in order to carry out its responsibilities.
The Committee may also exclude from its meetings any persons it deems appropriate.
As part of its review and
establishment of the performance criteria and compensation of designated key executives, the Committee should meet separately at least
on an annual basis with the CEO and any other corporate officers as it deems appropriate. However, the Committee should also meet from
time to time without such officers present, and in all cases, any such officer (including the CEO) shall not be present during voting
or deliberations on the compensation of such officer.
Authority and Committee Resources
In discharging its role, the
Committee is empowered to inquire into any matter that it considers appropriate to carry out its responsibilities, with access to all
books, records, facilities and personnel of the Company, and, subject to the direction of the Board, the Committee is authorized and delegated
the authority to act on behalf of the Board with respect to any matter necessary or appropriate to the accomplishment of its purposes.
The Committee shall have the
authority, in its sole discretion, to select, retain and obtain the advice of a compensation consultant as necessary to assist with the
execution of its duties and responsibilities as set forth in this Charter. The Committee shall set the compensation, and oversee the work,
of the compensation consultant. The Committee shall have the authority, in its sole discretion, to retain and obtain the advice and assistance
of outside legal counsel and such other advisors as it deems necessary to fulfill its duties and responsibilities under this charter.
The Committee shall set the compensation, and oversee the work, of its outside legal counsel and other advisors. The Committee shall receive
appropriate funding from the Company, as determined by the Committee in its capacity as a committee of the Board, for the payment of compensation
to its compensation consultants, outside legal counsel and any other advisors. However, the Committee shall not be required to implement
or act consistently with the advice or recommendations of its compensation consultant, legal counsel or other advisor to the compensation
committee, and the authority granted in this charter shall not affect the ability or obligation of the Committee to exercise its own judgment
in fulfillment of its duties under this charter.
In selecting, retaining or
receiving the advice of a compensation consultant, legal counsel or other adviser, the Committee shall first consider all factors relevant
to that person’s independence from management, including the following factors:
| 1. | the provision of other services to the Company by the person that employs the compensation consultant, legal counsel or other adviser; |
| 2. | the amount of fees received from the Company by the person that employs the compensation consultant, legal counsel or other adviser,
as a percentage of the total revenue of the person that employs the compensation consultant, legal counsel or other adviser; |
| 3. | the policies and procedures of the person that employs the compensation consultant, legal counsel or other adviser that are designed
to prevent conflicts of interest; |
| 4. | any business or personal relationship of the compensation consultant, legal counsel or other adviser with a member of the Committee; |
| 5. | any stock of the Company owned by the compensation consultant, legal counsel or other adviser; and |
| 6. | any business or personal relationship of the compensation consultant, legal counsel, other adviser or the person employing the adviser
with an executive officer of the Company. |
Notwithstanding the foregoing,
the Committee is not required to conduct an independence assessment for in-house legal counsel or a compensation adviser that acts in
a role limited to the following activities for which no disclosure is required under Item 407(e)(3)(iii) of Regulation S-K: (i) consulting
on any broad-based plan that does not discriminate in scope, terms or operation in favor of executive officers or directors of the Company,
and that is available generally to all salaried employees; and/or (ii) providing information that either is not customized for a particular
issuer or that is customized based on parameters that are not developed by the adviser, and about which the adviser does not provide advice.
Duties and Responsibilities
The Committee shall carry
out the duties and responsibilities set forth below. These functions should serve as a guide with the understanding that the Committee
may determine to carry out additional functions and adopt additional policies and procedures as may be appropriate in light of changing
business, legislative, regulatory, legal, or other conditions. The Committee shall also carry out any other responsibilities and duties
delegated to it by the Board from time to time related to the purposes of the Committee outlined in this charter.
Executive and Director Compensation
| 1. | Review and approve annually the corporate goals and objectives applicable to the compensation of the CEO,
evaluate at least annually the CEO’s performance in light of those goals and objectives, and determine and approve the CEO’s
compensation level based on this evaluation. In evaluating and determining CEO compensation, the Committee shall consider the results
of the most recent stockholder advisory vote on executive compensation (“Say on Pay Vote”) required by Section
14A of the Exchange Act. The CEO cannot be present during any voting or deliberations by the Committee on his or her compensation. |
| 2. | Review and approve the compensation of all other executive officers. In evaluating and determining executive
compensation, the Committee shall consider the results of the most recent Say on Pay Vote. |
| 3. | Review, approve and, when appropriate, recommend to the Board for approval, incentive compensation plans
and equity-based plans, and where appropriate or required, recommend for approval by the stockholders of the Company, which includes the
ability to adopt, amend and terminate such plans. The Committee shall also have the authority to administer the Company’s incentive
compensation plans and equity-based plans, including designation of the employees to whom the awards are to be granted, the amount of
the award or equity to be granted and the terms and conditions applicable to each award or grant, subject to the provisions of each plan.
In reviewing and approving incentive compensation plans and equity-based plans, including whether to adopt, amend or terminate any such
plans, the Committee shall consider the results of the most recent Say on Pay Vote. |
| 4. | Review and discuss with management the Company’s Compensation Discussion and Analysis (“CD&A”)
and the related executive compensation information, recommend that the CD&A and related executive compensation information be included
in the Company’s Form 10-K and Proxy Statement, and produce the compensation committee report on executive officer compensation
required to be included in the Company’s Proxy Statement or Form 10-K. |
| 5. | Review and approve and, when appropriate, recommend to the Board for approval, any employment agreements
and any severance arrangements or plans, including any benefits to be provided in connection with a change in control, for the CEO and
other executive officers, which includes the ability to adopt, amend and terminate such agreements, arrangements or plans. |
| 6. | Determine stock ownership guidelines, if any, for the CEO, other executive officers and non-employee directors
and monitor compliance with such guidelines. |
| 7. | Review the Company’s incentive compensation arrangements to determine whether they encourage excessive
risk-taking, review and discuss at least annually the relationship between risk management policies and practices and compensation, and
evaluate compensation policies and practices that could mitigate any such risk. |
| 8. | Review and recommend to the Board for approval the frequency with which the Company will conduct Say on
Pay Votes, taking into account the results of the most recent stockholder advisory vote on frequency of Say on Pay Votes required by Section
14A of the Exchange Act, and review and approve the proposals regarding the Say on Pay Vote and the frequency of the Say on Pay Vote to
be included in the Proxy Statement. |
| 9. | Review all director compensation and benefits for service on the Board and Board committees at least once
a year and recommend any changes to the Board as necessary. |
Reports
| 1. | Report regularly to the Board following meetings of the Committee, (i) with respect to such matters as
are relevant to the Committee’s discharge of its responsibilities, and (ii) with respect to such recommendations as the Committee
may deem appropriate. The report to the Board may take the form of an oral report by the Chairman or any other member of the Committee
designated by the Committee to make such report. |
Other Compensation-Related Matters
| 1. | In conjunction with the Board, the Committee may, as needed, engage with stockholders and proxy advisory
firms on executive compensation matters. |
| 2. | Establish and periodically review policies in the area of senior management perquisites. |
| 3. | Establish policies and procedures pertaining to expense accounts of senior executives. |
Performance Evaluation
The Committee shall conduct
a self-evaluation of the Committee’s performance at least annually. The evaluation shall address subjects including the Committee’s
composition, responsibilities, structure and processes, and effectiveness.
Amendment and Annual Review
This charter may be amended
from time to time by the Board and any amendment must be disclosed as required by, and in accordance with, applicable laws, rules and
regulations. The Committee should review this charter at least annually and recommend any proposed changes to the Board for approval.
Exhibit 99.3
BILI SOCIAL INTERNATIONAL, INC.
NOMINATIONS AND CORPORATE GOVERNANCE COMMITTEE
CHARTER
Effective June 9, 2026
Purpose
The Nominations and Corporate
Governance Committee (the “Committee”) is appointed by the Board of Directors (the “Board”)
of BILI Social International, Inc., a Florida corporation (the “Company”) to:
| 1. | identify, select, or recommend to the Board for selection, the individuals to stand for election as directors
at the annual meeting of stockholders or, if applicable, a special meeting of stockholders; |
| 2. | oversee the selection and composition of committees of the Board and, as applicable, oversee management
continuity planning processes; and |
| 3. | identify, select, or recommend to the Board for selection, individuals to fill any vacancies or newly
created directorship positions; and |
The Board shall determine
whether the Committee shall make determinations as a committee or shall make recommendations to the Board.
Composition and Qualifications
The Committee shall consist
of two or more members of the Board, each of whom is determined by the Board to be “independent” in accordance with the rules
of the Nasdaq Stock Market LLC (“Nasdaq”). To the extent the Committee consists of at least three members, one
director who is not independent under Nasdaq’s rules may be appointed to the Committee, subject to the following:
| · | the director is not a current officer or employee,
or a family member of an officer or employee, of the Company; |
| · | the Board, under exceptional and limited circumstances,
determines that such individual’s membership on the Committee is required by the best interests of the Company and its stockholders; |
| · | the Company discloses in the proxy statement
for the next annual meeting subsequent to such determination (or in its Form 10-K if the Company does not file a proxy statement) the
nature of the relationship and the reasons for that determination; and |
| · | such person does not serve under this exception
for more than two years. |
Notwithstanding the foregoing,
under no circumstances shall the Committee include more than one non-independent director.
Appointment and Removal
The members of the Committee
shall be appointed by the Board. Each member shall serve until such member’s successor is duly elected and qualified or until such
member’s earlier resignation or removal. The members of the Committee may be removed, with or without cause, by a majority vote
of the Board.
Chairman
Unless a Committee chairperson
(the “Chairman”) is elected by the full Board, the members of the Committee shall designate a Chairman by majority
vote of the full Committee membership. The Chairman shall preside over all regular sessions of the Committee, shall have the authority
to convene Committee meetings, shall set the agendas for Committee meetings, and shall communicate the Committee’s informational
needs and decisions to the Board. In the absence of the Chairman at a duly convened Committee meeting, the Committee shall select a temporary
substitute from among its members to preside over the meeting.
Delegation to Subcommittees
In fulfilling its responsibilities,
the Committee shall be entitled to delegate any of its responsibilities to a subcommittee of the Committee to the extent consistent with
the Company’s certificate of incorporation and bylaws, applicable law and the requirements of Nasdaq.
Meetings
The Committee shall meet as
frequently as circumstances dictate. The Chairman of the Committee or a majority of the members of the Committee may call meetings of
the Committee. Any one or more of the members of the Committee may participate in a meeting of the Committee by means of conference call
or similar communication device by means of which all persons participating in the meeting can hear each other.
All non-management directors
who are not members of the Committee may attend meetings of the Committee but may not vote. In addition, the Committee may invite to its
meetings any director, member of management of the Company, and such other persons as it deems appropriate in order to carry out its responsibilities.
The Committee may also exclude from its meetings any persons it deems appropriate.
Authority and Committee Resources
In discharging its oversight
role, the Committee is empowered to study or investigate any matter of interest or concern that the Committee deems appropriate and shall
have the sole authority, without seeking Board approval, to retain outside counsel or other advisors for this purpose, including the sole
authority to approve the fees payable to such counsel or advisors and any other terms of retention.
Duties and Responsibilities
The Committee shall carry
out the duties and responsibilities set forth below. These functions should serve as a guide with the understanding that the Committee
may determine to carry out additional functions and adopt additional policies and procedures as may be appropriate in light of changing
business, legislative, regulatory, legal, or other conditions. The Committee shall also carry out any other responsibilities and duties
delegated to it by the Board from time to time related to the purposes of the Committee outlined in this charter.
Board Selection, Composition, and Evaluation
| 1. | Establish criteria for the selection of new directors to serve on the Board. |
| 2. | Identify individuals believed to be qualified as candidates to serve on the Board and select, or recommend
that the Board select, the candidates for all directorships to be filled by the Board, including due to vacancies on the Board, or by
the stockholders at an annual or special meeting. In identifying candidates for membership on the Board, the Committee may take into account
all factors it considers appropriate, which may include strength of character, mature judgment, career specialization, relevant technical
skills, diversity, the extent to which the candidate would fill a present need on the Board and the other factors outlined in the Company’s
corporate governance guidelines. |
| 3. | Review and make recommendations to the full Board, or determine, whether members of the Board should stand
for re-election and consider matters relating to the retirement of Board members, including term limits or age caps. |
| 4. | Conduct all necessary and appropriate inquiries into the backgrounds and qualifications of possible candidates.
In connection with that responsibility, the Committee shall have sole authority to retain and to terminate any search firm to be used
to assist in identifying candidates to serve as directors of the Company, including sole authority to approve the fees payable to such
search firm and any other terms of retention. |
| 5. | Consider questions of independence and possible conflicts of interest of members of the Board and executive
officers. |
| 6. | Periodically review and make recommendations, as the Committee deems appropriate, regarding the composition
and size of the Board in order to ensure the Board has the requisite expertise and its membership consists of persons with sufficiently
diverse and independent backgrounds. |
| 7. | Oversee the evaluation, at least annually, and as circumstances otherwise dictate, of the Board, Board
Committees and management. |
Committee Selection and Composition
| 8. | Recommend members of the Board to serve on the Committees of the Board, giving consideration to the criteria
for service on each Committee as set forth in the charter for such Committee, as well as to any other factors the Committee deems relevant,
and when appropriate, make recommendations regarding the removal of any member of any Committee. |
| 9. | Recommend members of the Board to serve as the Chairman of the Committees of the Board. |
| 10. | Establish, monitor, and recommend the purpose, structure, and operations of the various Committees of
the Board, the qualifications and criteria for membership on each Committee of the Board, and as circumstances dictate, make any recommendations
regarding periodic rotation of directors among the Committees and impose any term limitations of service on any Board Committee. |
| 11. | Periodically review the charter and composition of each Committee of the Board for the purpose of making
recommendations to the Board for the creation of additional Committees or the elimination of Board Committees. |
Continuity/Succession Planning Process
Oversee and approve the management continuity planning process. Review
and evaluate the succession plans relating to the chief executive officer and other executive officer positions and make recommendations
to the Board with respect to the selection of individuals to occupy these positions.
Reports
| 1. | Report annually to the Board on succession planning, which shall include emergency chief executive officer
(CEO) succession, CEO succession in the ordinary course, and succession for other members of senior management. |
| 2. | Report regularly to the Board following meetings of the Committee, (i) with respect to such matters as
are relevant to the Committee’s discharge of its responsibilities, and (ii) with respect to such recommendations as the Committee
may deem appropriate. The report to the Board may take the form of an oral report by the Chairman or any other member of the Committee
designated by the Committee to make such report. |
| 3. | Maintain minutes or other records of meetings and activities of the Committee. |
Corporate Governance
To the extent deemed appropriate by the Board and the Committee, the
Committee will do as follows:
| 1. | Consider the adequacy of the certificate of incorporation and bylaws of the Company and recommend to the
Board, as conditions dictate, that the Board propose amendments to the certificate of incorporation and bylaws for consideration by the
stockholders, if required. |
| 2. | Develop and recommend to the Board a set of corporate governance principles applicable to the Company
and keep abreast of developments with regard to corporate governance to enable the Committee to make recommendations to the Board in light
of such developments as may be appropriate. |
| 3. | Consider policies relating to meetings of the Board. This consideration may include meeting schedules
and locations, meeting agendas, and procedures for delivery of materials in advance of meetings. |
Performance Evaluation
The Committee shall conduct
a self-evaluation of the Committee’s performance at least annually. The evaluation shall address subjects including the Committee’s
composition, responsibilities, structure and processes, and effectiveness.
Amendment and Annual Review
This charter may be amended
from time to time by the Board and any amendment must be disclosed as required by, and in accordance with, applicable laws, rules and
regulations. The Committee shall review this charter at least annually and recommend any proposed changes to the Board for approval.
Exhibit 99.4
BILI Social Strengthens Corporate Governance with Appointment of Independent
Directors and Formation of Board Committees
NEWARK, US and TORONTO, CANADA / June 11, 2026 / OTCID: AGGID
— BILI Social International, Inc., (OTCID: AGGID) today announced the appointment of three independent directors to its Board of
Directors and the formation of key board committees, advancing the company’s governance infrastructure as part of its planned Nasdaq
uplisting strategy.
The newly appointed independent directors bring extensive experience
across capital markets, institutional investment, governance, media, and brand development.
The appointments include:
| · | Robert Fotheringham — Former Senior Vice President at TMX Group with more than thirty years of experience in capital markets,
institutional investment, governance, and public company advisory. Fotheringham’s deep familiarity with Canadian North American
exchange infrastructure makes him a direct asset to BILI Social’s Nasdaq uplisting path. |
| · | Joe Jiao — Investment and asset management executive with over twenty-five years of experience guiding portfolio companies through
growth stages, capital raises and public market transactions. Jiao brings institutional credibility and hands-on public company experience
directly relevant to BILI Social's capital markets strategy. |
| · | Henoc Muamba — Grey Cup MVP, former CFL and NFL linebacker, broadcaster, and entrepreneur. Muamba has built a post-sport career
at the intersection of media, brand partnerships and community influence, making him one of the most strategically relevant voices BILI
Social could add to its board. As a working practitioner of the creator economy, Muamba brings firsthand understanding of what authentic
audience engagement looks like and what brands actually need to earn it. |
In connection with these appointments, BILI Social is advancing the
formation of independent board committees, including:
| · | Audit Committee |
| · | Compensation Committee |
| · | Corporate Governance and Nominating Committee |
The committees are structured to meet Nasdaq listing standards, bringing
BILI Social’s governance framework in line with institutional expectations ahead of the company’s planned uplisting.
“These appointments represent an important milestone as we continue
strengthening our corporate governance framework and public company infrastructure,” said Adrian Capobianco, Chief Executive Officer
of BILI Social International, Inc. “We are building an experienced and independent board capable of supporting the company’s
long-term growth strategy, governance standards, and capital markets initiatives, and these three directors bring exactly the depth and
diversity of expertise we need as we position the business for the next stage of expansion.”
The additions bring BILI Social’s board structure in line with
Nasdaq listing requirements and position the company for its next phase of institutional growth as it continues expanding its AI-powered
creator commerce platform across North America and global markets.
About BILI Social International
BILI Social International operates an AI-driven creator commerce and
social marketing platform positioned at the intersection of AI, creator monetization, and social commerce. Through its BILI Base™,
BILI Boost™, and BILI Boost+™ platforms, the Company connects brands and creators through AI-powered campaign optimization,
social commerce infrastructure, and creator-driven marketing solutions.
For more information visit:
www.becauseiloveit.com
Forward-Looking Statements
This press release contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995, including statements regarding future growth, Nasdaq uplisting initiatives, trading
symbol changes, strategic positioning, and business expansion. These statements are subject to risks and uncertainties that may cause
actual results to differ materially from those expressed or implied. The Company undertakes no obligation to update forward-looking statements
except as required by law.
Media Inquiries Contact:
Wendy Bairos
Communications Lead, BILI
Wendy@becauseiloveit.com
Investor Relations
Phone(888) 458-2545
IR@becauseiloveit.com
