Allied Energy (AGGI) amends 10-K, clarifies non-shell status and adds certifications

Rhea-AI Filing Summary

Allied Energy, Inc. filed an amendment to its annual report for the year ended December 31, 2025 to correct the cover-page disclosure of its status, clarifying that the company is not a shell company under Rule 12b-2.

The amendment also adds updated certifications from the Chief Executive Officer and Chief Financial Officer required under Sections 302 and 906 of the Sarbanes-Oxley Act. As of June 30, 2025, the aggregate market value of non-affiliate common equity was $267,279,445.60, based on a share price of $0.0164. The company had 20,194,429,021 common shares outstanding as of April 15, 2026.

Key Figures

Non-affiliate equity market value: $267,279,445.60 Share price: $0.0164 Shares outstanding: 20,194,429,021 shares

3 metrics

Non-affiliate equity market value $267,279,445.60 Aggregate market value as of June 30, 2025

Share price $0.0164 Last reported trade on June 30, 2025

Shares outstanding 20,194,429,021 shares Common stock outstanding on April 15, 2026

Key Terms

shell company, Rule 12b-2, Section 302 of the Sarbanes-Oxley Act of 2002, Section 906 of the Sarbanes-Oxley Act of 2002, +1 more

5 terms

shell company regulatory

"correct an inadvertent error in the cover page disclosures related to shell company status"

A shell company is a legal entity that exists on paper but has little or no active business operations or significant assets—think of it like an empty storefront or a mailbox with a business name. Investors should care because shells can be used for legitimate purposes like simplifying a merger, but they also carry higher risks: unclear value, limited revenue or disclosure, potential for fraud, and sudden price swings when a real business is introduced or hidden liabilities surface.

Rule 12b-2 regulatory

"the Company is not a shell company as defined in Rule 12b-2 of the Act"

Section 302 of the Sarbanes-Oxley Act of 2002 regulatory

"new certifications ... as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002"

Section 906 of the Sarbanes-Oxley Act of 2002 regulatory

"Certification ... pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002"

Inline XBRL technical

"Inline XBRL Instance Document. The instance document does not appear in the Interactive Data File"

Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/17/2026 - 01:59 PM Learn about SEC filing dates

FAQ

What did Allied Energy, Inc. (AGGI) change in its amended 10-K?

Allied Energy, Inc. filed Amendment No. 1 to its annual report to correct an error on the cover page about its shell company status. The company clarified it is not a shell company and added updated executive certifications required under the Sarbanes-Oxley Act.

Why does Allied Energy, Inc. (AGGI) say it is not a shell company?

The amendment states the company is not a shell company as defined in Rule 12b-2 of the Exchange Act. This corrects an inadvertent error in the original cover-page disclosure and aligns the filing with the company’s actual operational status.

Does the Allied Energy, Inc. (AGGI) 10-K amendment change its financial statements?

The amendment does not change any financial statements or other disclosures from the original annual report. It only updates the cover page shell status, provides an explanatory note, includes new executive certifications, and leaves all original financial data unchanged.

What executive certifications were added in Allied Energy, Inc. (AGGI) Amendment No. 1?

The amendment adds updated certifications from the Chief Executive Officer and Chief Financial Officer under Sections 302 and 906 of the Sarbanes-Oxley Act. These certifications relate to disclosure controls and the accuracy of the report’s contents as of the amendment date.

What was Allied Energy, Inc. (AGGI) market value of non-affiliate equity?

As of June 30, 2025, the aggregate market value of voting and non-voting common equity held by non-affiliates was $267,279,445.60. This figure is based on a last reported trading price of $0.0164 per share on that date.

How many Allied Energy, Inc. (AGGI) shares were outstanding in April 2026?

The amendment reports that 20,194,429,021 shares of Allied Energy, Inc. common stock were outstanding on April 15, 2026. This represents the total number of issued and outstanding common shares at that specific reporting date.

true 2025 FY Correcting the shell company status 0001109262 0001109262 2025-01-01 2025-12-31 0001109262 2025-06-30 0001109262 2026-04-15 iso4217:USD xbrli:shares iso4217:USD xbrli:shares xbrli:pure AGGI:Integer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K/A

Amendment No. 1

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the year ended December 31, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to _____________

Commission file number: 000-30053

Allied Energy, Inc.

(Exact name of registrant as specified in its charter)

Florida		22-3084979
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

104-360 College Street Suite #251

Toronto, ONT M5T 1S6

Canada

(Address of principal executive offices) (Zip Code)

(888) 458-2454

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Exchange Act: None

Securities registered pursuant to Section 12(g) of the Exchange Act: Common Stock, Par Value $0.001

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒ No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐ Yes ☒ No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically and every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

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

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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐ Yes ☒ No

As of June 30, 2025 (last business day of the registrant’s most recently completed second fiscal quarter), based upon the last reported trade on that date $0.0164, the aggregate market value of the voting and non-voting common equity held by non-affiliates (for this purpose, all outstanding and issued common stock minus stock held by the officers, directors and known non-affiliate holders of 10% or more of the Company’s common stock) was $267,279,445.60.

The number of shares of the registrant's common stock outstanding on April 15, 2026 was 20,194,429,021.

EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A (this “Amendment”) amends the Annual Report on Form 10-K of Allied Energy, Inc. (the “Company”) for the fiscal year ended December 31, 2025, originally filed with the Securities and Exchange Commission on April 15, 2026 (the “Original Filing”). This Amendment is being filed solely to correct an inadvertent error in the cover page disclosures related to shell company status; the Company is not a shell company as defined in Rule 12b-2 of the Act and has updated the cover page accordingly. In addition, as required by Rule 12b-15 of the Securities Exchange Act of 1934, as amended, this Amendment contains new certifications of the Company’s Principal Executive Officer and Principal Financial Officer required under Item 302 of the Sarbanes-Oxley Act of 2002, as amended, dated as of the date of this Amendment. This Amendment contains only the cover page, this explanatory note, the exhibit index with new certifications and the signature page.

Except for the foregoing, this Amendment does not alter or update any information contained in the Original Filing. The Original Filing continues to speak as of the date of the Original Filing, and the Company has not updated the disclosures contained therein to reflect any events that have occurred as of a date subsequent to the date of the Original Filing. Accordingly, this Amendment should be read in conjunction with the Original Filing, and the Company’s filings made with the SEC subsequent to the filing of the Original Filing.

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PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a) No financial statement or supplemental data is filed with this Amendment No. 1 to Form 10-K. See Index to Financial Statements and Supplemental Data of the Original Filing.

(b) Exhibits

The exhibits required to be filed by Item 15 are set forth in, and filed with or incorporated by reference in, the “Exhibit Index” of the Original Filing. The attached list of exhibits in the “Exhibit Index” sets forth the additional exhibits required to be filed with this Amendment No. 1 and is incorporated herein by reference in response to this item.

EXHIBIT INDEX

The following documents are filed as exhibits hereto:

				Reference				Filed or Furnished
				Form		Exhibit		Filing Date		Herewith
31.1		Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002								x
31.2		Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002								x
32.1		Certification of the Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002								x
32.2		Certification of the Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002								x
101.INS		Inline XBRL Instance Document. The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.								x
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.								x
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.								x
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.								x

* The certifications attached as Exhibit 32.1 and Exhibit 32.2 are not deemed “filed” with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Allied Energy Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Allied Energy, Inc.
Date: April 17, 2026	By:	/s/ Adrian Capobianco
		Adrian Capobianco
		Chief Executive Officer (Principal Executive Officer)
		Chief Financial Officer (Principal Financial and Principal Accounting Officer)

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