07/02/2026 | Press release | Distributed by Public on 07/02/2026 07:00
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series AA Convertible Preferred Stock | (2) | 04/06/2026 | A | 3 | (2) | (4) | Common Stock(2) | 3 | (3) | 3 | I | See Footnote(1) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Adler Bo Niclas C/O PT SMART GREEN TECHNOLOGIES BELLEZA, LETJEN SOEPENO NOMOR 34 JAKARTA SELATAN, 12210 |
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| /s/ Paul R. Taylor POA PT SMART GREEN TECHNOLOGIES Dr. Niclas Adler Dr. Niclas Adler Individually and as Authorized Signatory / Director of PT SMART GREEN TECHNOLOGIES | 07/02/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | The shares of Common Stock and Series AA Convertible Preferred Stock reported herein are held directly by PT SMART GREEN TECHNOLOGIES, an Indonesia limited liability entity (with Singapore connections) of which the Reporting Person is Director and the ultimate beneficial owner. The Reporting Person has sole voting and dispositive power over all such shares. The Reporting Person disclaims beneficial ownership of any shares held by the entity except to the extent of his pecuniary interest therein. This Form 4 is being filed to report acquisitions that caused the Reporting Person to become a 10% beneficial owner and that are the subject of a concurrent initial Schedule 13D filing by the Reporting Person (see that Schedule 13D for additional details regarding beneficial ownership, purpose of transaction, and voting power). |
| (2) | The Series AA Convertible Preferred Stock carries super-voting rights equal to 51% of all shareholder voting power on matters requiring shareholder approval under the Issuer's Bylaws and Florida law, allocated pro rata among the outstanding Series AA shares and adjusted automatically as Common Stock voting changes. These voting rights are independent of the conversion feature. The conversion ratio and other terms are set forth in the Articles of Amendment to the Issuer's Articles of Incorporation filed with the Florida Division of Corporations. Of the four Series AA shares outstanding, the Reporting Person owns three (75% of the class), representing approximately 38.25% of the Issuer's total voting power through the Series AA class alone, plus the Reporting Person's Common Stock voting rights, resulting in effective voting control. Voting rights are exercisable immediately upon issuance. No expiration date. |
| (3) | The 3 shares of Series AA Convertible Preferred Stock were acquired for an aggregate purchase price of $300,000 ($100,000 per share) in a private placement to an accredited investor pursuant to Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b) of Regulation D. The 500,000,000 shares of Common Stock were acquired for $375,000 ($0.00075 per share) in the same coordinated private placement (PPM-2). Source of funds: private capital of the Subscriber / Reporting Person. No part of the consideration was borrowed for the purpose of acquiring the securities. Both classes of securities are restricted securities under Rule 144(d) and subject to the six-month holding period and volume/manner-of-sale limitations thereunder. See the Private Placement Memoranda (PPM-1 and PPM-2), Subscription Agreements, and Accredited Investor Questionnaire (attached as exhibits to the concurrent Schedule 13D) for full terms. |
| (4) | The Series A4 Convertible Preferred Stock has no fixed expiration date and remains convertible at any time in accordance with its Certificate of Designation |
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Remarks: This Form 4 reports the acquisitions of Common Stock and Series AA Convertible Preferred Stock that are the subject of the Reporting Person's concurrent initial Schedule 13D filing. The Reporting Person became a 10% beneficial owner as a result of these transactions. All representations in the PPMs and Subscription Agreements (including non-U.S. person status under Regulation S and absence of "bad actor" disqualification under Rule 506(d)) remain in effect. |
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