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ONAR Holding (OTCQB: ONAR) boosts authorized common stock to 3,000,000,000 shares

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

ONAR Holding Corporation amended its Articles of Incorporation, effective June 22, 2026, to increase the authorized number of common shares from 1,000,000,000 to 3,000,000,000. The common stock has a par value of $0.001 per share. The amendment had been approved by the board of directors and by written consent representing approximately 76.8% of the voting power of the outstanding common stock on May 5, 2026. The full text of the amendment is included as an exhibit to this report.

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Insights

ONAR expanded its authorized share capacity, enabling potential future issuances.

ONAR Holding Corporation increased its authorized common stock from 1,000,000,000 to 3,000,000,000 shares. This change affects the company’s capital structure but does not, by itself, issue new shares or change current ownership percentages.

The amendment was approved by the board and holders of approximately 76.8% of the voting power, indicating broad shareholder support. Any future use of the additional authorized shares, such as financings or acquisitions, would depend on later decisions and related terms.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Prior authorized common shares 1,000,000,000 shares Authorized common stock before amendment
New authorized common shares 3,000,000,000 shares Authorized common stock after June 22, 2026 amendment
Par value per share $0.001 per share Common stock par value
Shareholder approval voting power 76.8% Voting power of outstanding common stock approving amendment on May 5, 2026
Effective date of amendment June 22, 2026 Date Certificate of Amendment became effective
Articles of Incorporation regulatory
"amended its Articles of Incorporation (as amended, the “Articles of Incorporation”)"
A formal legal document filed with a government authority that creates a corporation and sets its basic rules — for example the company name, business purpose, how many ownership shares can exist, and who can receive legal notices. It matters to investors because it defines ownership structure, voting rights, and limits on liability, shaping who controls the company and how future shares or dividends can affect an investor’s stake; think of it as the company’s birth certificate and rulebook.
Emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Schedule 14C regulatory
"as filed with the on Schedule 14C on June 1, 2026"
Schedule 14C is an SEC filing that companies use to send an official information statement to shareholders when they are not asking for proxy votes. It lays out key facts about corporate actions—such as reorganizations, related-party transactions, or changes in governance—so investors can understand what’s happening without being asked to vote, like receiving a detailed neighborhood notice about a rule change rather than a petition. Because it provides formal, regulated disclosure, Schedule 14C helps investors verify claims, weigh potential impacts on ownership or value, and hold management accountable.
Certificate of Amendment regulatory
"Certificate of Amendment to Articles of Incorporation of ONAR Holding Corporation, dated June 22, 2026"
A certificate of amendment is an official filing that updates a company’s founding documents—its legal “rulebook” that sets share structure, voting rules, name and basic purpose. Think of it like changing the blueprint of a building: small changes are paperwork, big ones can alter who owns how much and who controls decisions. Investors watch these filings because they can affect share counts, voting power, dilution and company value.
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Understanding 8-K Material Events →

 

 

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 22, 2026

 

ONAR Holding Corporation

(Exact name of registrant as specified in its charter)

 

Nevada

 

00-56012

 

47-2200506

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

990 Biscayne Blvd, 5th Floor Miami, FL 33132

(Address of principal executive offices)

 

Registrant’s telephone number, including area code (213) 437-3081

 

______________________________________________________

(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 (see General Instruction A.2. below):

 

☐

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(g) of the Act:

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Common Stock

 

ONAR

 

OTCQB

 

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).

 

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. ☐

 

 

 

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

Effective June 22, 2026, ONAR Holding Corporation (the “Company”) amended its Articles of Incorporation (as amended, the “Articles of Incorporation”) to increase the authorized number of shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), from 1,000,000,000 shares to 3,000,000,000 shares (the “Amendment”).

 

As previously disclosed in the Company’s Definitive Information Statement, as filed with the United States Securities and Exchange Commission on Schedule 14C on June 1, 2026, the Amendment was approved by the Company’s board of directors and by written consent of approximately 76.8% of the voting power of the Company’s outstanding Common Stock on May 5, 2026.

 

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.

 

Description

 

 

 

3.1

 

Certificate of Amendment to Articles of Incorporation of ONAR Holding Corporation, dated June 22, 2026.

 

 

 

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

2

 

 

SIGNATURE

 

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 hereunto duly authorized.

 

 

ONAR Holding Corporation

 

(Registrant)

 

 

 

 

 

Date: June 22, 2026

By:

/s/ Claude Zdanow

 

Name:

Claude Zdanow

 

 

Title:

Chief Executive Officer

 

 

 

3

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What change did ONAR (ONAR) make to its capital structure?

ONAR Holding Corporation increased its authorized common stock from 1,000,000,000 to 3,000,000,000 shares. This expands the maximum number of shares the company is permitted to issue under its charter, without immediately changing existing shareholders’ ownership percentages.

When did ONAR’s amendment to increase authorized shares become effective?

The amendment to ONAR’s Articles of Incorporation became effective on June 22, 2026. This is the date from which the company is legally authorized to issue up to 3,000,000,000 shares of common stock under its revised charter.

How was ONAR’s authorized share increase approved by shareholders?

ONAR’s authorized share increase was approved by its board of directors and by written consent of holders representing approximately 76.8% of the voting power of the outstanding common stock on May 5, 2026, reflecting strong support from voting shareholders.

Does ONAR’s increase in authorized shares issue new stock immediately?

The increase in authorized shares does not automatically issue new stock. It only raises the ceiling on how many shares ONAR may issue in the future; any actual issuances would occur through separate corporate actions and transactions.

What formal document records ONAR’s authorized share increase?

The change is documented in a Certificate of Amendment to Articles of Incorporation for ONAR Holding Corporation, dated June 22, 2026. This certificate is filed as Exhibit 3.1 and sets out the revised authorized common share amount.

Filing Exhibits & Attachments

6 documents

Other Documents