| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 11/03/2025 |
3. Issuer Name and Ticker or Trading Symbol
OneMeta Inc. [ ONEI ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Convertible Note(2) | 11/03/2025 | 10/31/2028 | Common Stock | 12,500,000 | $0.08 | I | By WHPH AI,LLC(1) |
| Warrant (Right to Buy)(3) | 11/03/2025 | 10/31/2030 | Common Stock | 3,000,000 | $0.001 | I | By WHPH AI, LLC(1) |
| Explanation of Responses: |
| 1. The securities are held by WHPH AI, LLC ("WHPH"). The Reporting Person is the beneficial owner of 100% of the interests in WHPH jointly with his wife, has sole voting and dispositive power over and may be deemed to beneficially own such shares held by WHPH. |
| 2. Registrant issued WHPH a $1,000,0000 convertible note (the "Note") which is convertible at the election of the holder at a conversion price of $0.08 and bears interest at the rate of 14%. The Note matures on October 31, 2028. The number of shares reported represents the principal amount divided by the conversion price, and the ultimate conversion amount will include additional shares representing accrued interest. |
| 3. Pursuant to the NWPA, WHPH acquired a warrant to purchase up to 3,000,000 shares of Common Stock, with an exercise price of $0.001 per share (the "Warrant"). The Warrant may be exercised at any time and expires on October 31, 2030. |
| /s/ Jeffrey Canter | 01/20/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||