If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. Checkbox not checked

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).






SCHEDULE 13D




Comment for Type of Reporting Person:
As to Item 4 immediately above, the shares of common stock held by the Reporting Person were issued as merger consideration (the "Merger Consideration Shares") as a result of the consummation of that certain business combination ("Business Combination") as disclosed in the Issuer's Current Report on Form 8-K (Amendment No. 1) filed with the SEC on January 9, 2026. As to Items 7, 9, and 11 immediately above, the shares beneficially owned represent 63,421,535 shares of the Issuer's common stock directly beneficially owned by Good Earth 1000, LLC. Nicole Garcia may be deemed the beneficial owner of the shares held by Good Earth 1000, LLC, as Nicole Garcia, is the Manager of Good Earth 1000, LLC, and Nicole Garcia, has sole voting and dispositive power over the shares. As to Item 13 immediately above, the percentage is based on 593,349,852 common stock shares issued and outstanding as disclosed in the Issuer's Current Report on Form 8-K (Amendment No. 1) filed with the SEC on January 9, 2026. As to Item 14, immediately above, the type of reporting person is Limited Liability Company organized under the laws of Nevada.


SCHEDULE 13D




Comment for Type of Reporting Person:
As to Item 4 immediately above, the shares of common stock held by the Reporting Person were issued as merger consideration (the "Merger Consideration Shares") as a result of the consummation of that certain business combination ("Business Combination") as disclosed in the Issuer's Current Report on Form 8-K (Amendment No. 1) filed with the SEC on January 9, 2026. As to Items 7, 9, and 11 immediately above, the shares beneficially owned represent 63,421,535 shares of the Issuer's common stock directly beneficially owned by Good Earth 1000, LLC. Nicole Garcia may be deemed the beneficial owner of the shares held by Good Earth 1000, LLC, as Nicole Garcia, is the Manager of Good Earth 1000, LLC, and Nicole Garcia, has sole voting and dispositive power over the shares. As to Item 13 immediately above, the percentage is based on 593,349,852 common stock shares issued and outstanding as disclosed in the Issuer's Current Report on Form 8-K (Amendment No. 1) filed with the SEC on January 9, 2026.


SCHEDULE 13D


 
Good Earth 1000, LLC
 
Signature:/s/ Nicole Garcia
Name/Title:Manager
Date:02/03/2026
 
Nicole Garcia
 
Signature:/s/ Nicole Garcia
Name/Title:Nicole Garcia
Date:02/03/2026