Sec Form 13D Filing - Shalom Menachem filing for - 2026-01-20

The business address of the Reporting Person is 575 Fifth Avenue, 14th Floor, New York, New York 10017.

The Reporting Person's present principal occupation is serving as the Chief Executive Officer and a Director of the Issuer. The Reporting Person is also the founder of Star 26 Capital Inc., a Nevada corporation ("Star 26"), which was acquired by the Issuer on January 12, 2026. The Reporting Person also serves as Chief Executive Officer and Director of Motomova Inc. and SC II Acquisition Corp.

During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which the Reporting Person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

The Reporting Person is a citizen of Israel.

The shares of Common Stock reported herein were acquired by the Reporting Person as follows: (i) On December 16, 2024, the Issuer issued to the Reporting Person 500,000 shares of Common Stock in consideration for services. (ii) On November 13, 2025, the Issuer issued to the Reporting Person 750,000 shares of Common Stock in consideration for services. (iii) On January 12, 2026, in consideration for the sale of his ownership interest in Star 26 to the Issuer pursuant to an Amended and Restated Securities Purchase Agreement dated September 15, 2025 (the "Purchase Agreement"), the Reporting Person received 1,992,010 shares of Common Stock and a 5-year warrant to purchase 5,018,359 shares of Common Stock at an exercise price of $1.50 per share.

The Reporting Person acquired the securities reported herein in connection with his services to the Issuer and as a result of the Issuer's acquisition of Star 26. The Reporting Person serves as Chief Executive Officer and a Director of the Issuer and intends to continue in such capacity. The Reporting Person does not have any present plans or proposals that relate to or would result in any of the actions specified in Items 4(a) through 4(j) of Schedule 13D, except as described herein. However, as an executive officer and director of the Issuer, the Reporting Person will participate in discussions and decision-making by the Issuer's Board of Directors regarding the Issuer's business, strategy, and operations. The Reporting Person may acquire additional shares of Common Stock, dispose of shares of Common Stock currently held, or take any other action with respect to his investment in the Issuer that he deems appropriate, subject to applicable securities laws and the Issuer's policies regarding insider trading.

The Reporting Person may be deemed to beneficially own an aggregate of 8,260,369 shares of Common Stock, representing approximately 26.0% of the outstanding shares of Common Stock of the Issuer. This amount consists of: (i) 3,242,010 shares of Common Stock; and (ii) 5,018,359 shares of Common Stock issuable upon exercise of warrants. The percentage calculation is based on (a) 26,810,118 shares of Common Stock outstanding as of January 16, 2026 and (b) 5,018,359 shares of Common Stock issuable upon exercise of warrants held by the Reporting Person.

The Reporting Person has sole voting and dispositive power with respect to 8,260,369 shares of Common Stock and shared voting and dispositive power with respect to 0 shares of Common Stock.

On January 12, 2026, in consideration for the sale of his ownership interest in Star 26 to the Issuer pursuant to the Purchase Agreement, the Reporting Person received 1,992,010 shares of Common Stock and a 5-year warrant to purchase 5,018,359 shares of Common Stock at an exercise price of $1.50 per share.

Not applicable.

Not applicable.

The Reporting Person is a party to the Purchase Agreement described in Item 3 above, pursuant to which he received shares of Common Stock and warrants as consideration for the sale of his interest in Star 26. The warrants held by the Reporting Person are exercisable at $1.50 per share for a term of five years and are subject to the terms and conditions set forth in the form of Warrant attached to the Purchase Agreement. The Reporting Person is a party to the Call Option Agreement dated January 13, 2026 with Esousa Group Holdings LLC ("Esousa") pursuant to which the Reporting Person has the right to purchase from Esousa 498,003 shares of Common Stock and warrants to purchase 1,254,590 shares of Common Stock at a per share exercise price of $1.50. The right shall commence only after Esousa has sold a portion of said securities for gross proceeds equal to $3,000,000 (the "Satisfaction Date") and terminate upon the earlier of the parties agreeing in writing to its termination, when Esousa no longer holds the securities and 60 days after the Satisfaction Date. Except as described herein, the Reporting Person does not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Exhibit A - Amended and Restated Securities Purchase Agreement dated September 15, 2025 (incorporated by reference to Exhibit 10.1 to the Issuer's Definitive Proxy Statement on Schedule 14A filed with the SEC on November 25, 2025) Exhibit B - Form of Warrant (incorporated by reference to Exhibit 10.2 to the Issuer's Definitive Proxy Statement on Schedule 14A filed with the SEC on November 25, 2025) Exhibit C - Call Option Agreement dated as of January 13, 2026 between Menachem Shalom and Esousa Group Holdings LLC.