{"url_path":"/sec/aggi/8-k/2026-06-11/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 ** **Departure","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-11","source_url":"https://www.sec.gov/Archives/edgar/data/1109262/0001683168-26-004722-index.html","accession_number":"0001683168-26-004722","cik":"0001109262","ticker":"AGGI","issuer_name":"BILI Social International, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1109262/0001683168-26-004722-index.html","primary_entity_key":"0001109262","primary_entity_name":"BILI Social International, Inc."},"word_count":1196,"has_tables":true,"body_markdown":"**Item 5.02** **Departure\nof Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.**\n\n** **\n\n**Election of New Directors**\n\n** **\n\nOn June 9, 2026, the Board of Directors (the “Board”)\nof BILI Social International, Inc. fka Allied Energy, Inc. (the “Company”), acting by unanimous written consent, approved\nto increase the number of directorships of the Company from three to six, and appointed Robert Fotheringham, Zhenlong (Joe) Jiao and Henoc\nMuamba, as non-employee members of the Board to fill such vacancies. Messrs. Fotheringham, Jiao and Muamba are deemed to qualify as independent\nunder the director independence standards set forth in the rules and regulations of the SEC and applicable Nasdaq listing standards.\n\n \n\nEach of Messrs. Fotheringham, Jiao and Muamba\nwill serve in the Company’s Audit Committee, Compensation Committee and Nominating and Governance Committee. The Chair of the Audit\nCommittee will be Mr. Fotheringham, the Chair of the Compensation Committee will be Mr. Fotheringham, and the Chair of the Nominating\nand Corporate Governance Committee will be Mr. Jiao.\n\n \n\nThere are no arrangements or understandings between\nMessrs. Fotheringham, Jiao and Muamba and any other person pursuant to which Messrs. Fotheringham, Jiao and Muamba were selected as a\ndirector of the Company, and there are no family relationships between Messrs. Fotheringham, Jiao and Muamba and any of the Company’s\nDirectors or executive officers. There are no transactions to which the Company is a party and in which Messrs. Fotheringham, Jiao and\nMuamba have a direct or indirect material interest that would be required to be disclosed under Item 404(a) of Regulation S-K.\n\n \n\nBelow is a description of Messrs. Fotheringham,\nJiao and Muamba professional work experience.\n\n \n\n**Robert Fotheringham**, 67, is a senior\ncapital markets executive and board director with more than 30 years of experience in institutional investment management, exchange operations,\nproprietary trading, and private equity, with a strong focus on governance, risk oversight, and regulated financial markets. Mr. Fotheringham\nis the Co-Founding Partner of Fotheringham&Fang Group Inc., a firm that is focused on enterprise start-up creation, consulting services,\nand private investment.\n\n \n\nPrior to founding Fotheringham & Fang Group,\nfrom 2005 to 2013 Mr. Fotheringham served with TMX Group Limited, Canada’s national exchange group and operator of the Toronto Stock\nExchange, TSX Venture Exchange, Montréal Exchange (MX), and related clearing and market infrastructure entities. He last served\nas Senior Vice President, Trading and was designated as an Officer of the Group. He served on the Board of Directors of the Canadian Depository\nfor Securities (CDS), a TMX Group company. Earlier at TMX Group, he served as Vice President, Structured and Derivative Products, where\nhe led the development and execution of the organization’s derivatives market strategy. TMX Group Limited trades on the Toronto\nStock Exchange under the symbol X.\n\n \n\nBefore joining TMX Group in 2005, Mr. Fotheringham\nspent nearly a decade at the Ontario Municipal Employees Retirement System (OMERS), one of Canada’s largest pension funds, where\nhe last served as Vice President, Derivative and Quantitative Investments.\n\n \n\nMr. Fotheringham received his professional accounting\ndesignation in Ontario, Canada in 1993. Mr. Fotheringham is a Chartered Professional Accountant (CPA, CGA).\n\n \n\n**Zhenlong (Joe) Jiao**,\n63, has substantial experience in corporate governance and board management and currently serves as a director of several enterprises.\nIn 2021, he became a director of 8th Power Technology Inc., a company based in Canada engaged in investment-related activities, including\nBitcoin mining, trading, and financing. He also has served since 2019, as a director of GUO Jun Capital Management Limited, a Hong Kong–based\ninvestment fund, which has invested in Prime Time Group, a leading watch industry chain supplier in China.\n\n \n\n \n\n \n\n 2 \n\n \n\n \n\nIn 2014, Mr. Jiao founded Topping Dragon Investment,\na Hong Kong–based investment company engaged in equity investment activities, with a focus on the biotechnology sector in China.\nIn 2012, Mr. Jiao co-founded Hainan Julan Hehui Fund, which conducts equity investments in high-tech industries.\n\n \n\nEarlier in his career, Mr. Jiao\nserved as General Manager of the Henan Branch of China Artex Import & Export Corporation, where he was responsible for the operation\nand management of a large import and export enterprise with over 500 employees.\n\n \n\nMr. Jiao received a bachelor degree\nin Economics from Henan University located in Kaifeng City, China in 1987.\n\n \n\n**Henoc Muamba**, 37,\nis a Congolese-Canadian leader, broadcaster, and community builder. Mr. Muamba played professional football in both the CFL and NFL, and\nwas one of the most decorated players in CFL history- as a multiple-time All-Star, team captain and leader. His career culminated in winning\nthe Grey Cup championship and becoming only the second player in the league’s 100-yearplus history to be named both Most Valuable\nPlayer and Most Valuable Canadian in the same game.\n\n \n\nSince retiring from an illustrious 11 year pro\nfootball career, Mr. Muamba has built a dynamic second career in media. He is establishing himself as one of Canada’s most versatile\nand compelling television personalities. Mr. Muamba appeared in the reality show the Traitors Canada Season 2 in 2024;Since 2024 he has\nbeen a co-host on the Social – a CTV daytime talk show. Mr. Muamba has also been a CFL analyst for TSN since his retirement from\npro football in 2023. Earlier of 2026, he has joined the team at 100 Huntley Street as a host. Aprogram that has been on air for nearly\n50 years.\n\n \n\nMr. Muamba was community champion throughout his\nplaying days and beyond, he continues his philanthropic work through the Muamba Foundation, supporting equity-deserving youth through\nmentorship, skill development, and career development, through partnerships with Big Brothers Big Sisters, Dreams Take Flight, World Vision,\nand other global organizations.\n\n \n\nFrom 2007-2010 Mr. Muamba attended the university\nof St. Francis Xavier University in Antigonish, Nova Scotia, where he studied Information Systems and played university football.\n\n \n\n**Compensatory Agreement for New Directors**\n\n \n\nIn connection with the appointment of Messrs.\nFotheringham, Jiao and Muamba as non-employee directors of the Board, the Board has approved a non-employee director compensation package\nand standard form director’s agreement. Messrs. Fotheringham, Jiao and Muamba will each be entitled to receive a pro-rated $8,000\nannual retainer, payable quarterly, for service as a non-employee director for the Company’s fiscal year ending December 31, 2026.\nThe Company’s Non-Employee Director Compensation Program includes the payment of a retainer of: (i) $2,000 per quarter for the Chair\nof the Audit Committee; (ii) $1,000 per quarter for the Chair of the Compensation Committee; and (iii) $1,000 per quarter for the Chair\nof the Nominating and Governance Committee. In addition, consistent with the Non-Employee Director Compensation Program, each of Messrs.\nFotheringham, Jiao and Muamba shall receive an annual stock grant of $100,000 of restricted stock, which will vest quarterly and be paid\nat the end of each calendar quarter, based upon the market price of shares of the Company’s common stock on the date of issuance,\nsubject to continued service as a director on the Board. The stock award shall be replaced in the future with an option grant upon the\nadoption of an equity incentive plan.\n\n \n\nThe Company has entered into a standard form of\ndirector agreement with Messrs. Fotheringham, Jiao and Muamba, in substantially the form that is filed as Exhibit 10.1 attached hereto\nand incorporated herein by reference.\n\n** **\n\n** **\n\n** **\n\n****\n\n 3"}