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`IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
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`IN RE DISSOLUTION OF INITIAL
`HUMAN INC.
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`)
`)
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`CA No.:
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`VERIFIED PETITION FOR DISSOLUTION OF
`CORPORATION PURSUANT TO 8 DEL. C. § 273
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`Petitioner Kirill Co. (“Petitioner”), by and through its undersigned counsel,
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`Bayard, P.A., for its Verified Petition pursuant to 8 Del. C. § 273 for the dissolution
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`of Initial Human Inc. (“IHI” or the “Company”), alleges as follows:
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`1.
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`IHI is a joint venture corporation operating for the mutual benefit of its
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`two fifty percent (50%) stockholders, Kirill Co. and Libermans Co. The Company,
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`formed in late 2022, is developing products aimed at creating a digital experience
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`where humans can reliably interface without the malignant presence of bots or other
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`automated systems. Among the products IHI has in development is a digital
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`identification system where cryptographic proof of human users is determined, while
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`preserving the user’s privacy, to ensure digital accountability for users that they are
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`communicating and transacting with other humans. Moreover, systems are being
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`developed to allow users to utilize artificial intelligence in the users’ interactions on
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`the platform, while ensuring that other parties are aware of the artificial intelligence
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`“agents” by verifying those agents’ identities. IHI is also developing a digital
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`platform that records and verifies transactions between users significantly faster than
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`EFiled: Apr 15 2025 12:06PM EDT
`Transaction ID 76069661
`Case No. 2025-0405-
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`current blockchain systems. Finally, the Company is creating a cryptocurrency for
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`use in the IHI network.
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`2.
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`However, due to ongoing disputes between Petitioner and Libermans
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`Co. over the future operations of the Company, the stockholders are deadlocked over
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`the desirability of discontinuing IHI and disposing of its assets.
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`RELEVANT PARTIES
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`IHI is a Delaware corporation that was formed on November 17, 2022,
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`3.
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`and its registered agent is Resident Agents Inc. located at 8 The Green, Suite R,
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`Dover, Delaware 19901. The Company maintains offices in California. Since its
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`inception, IHI has operated as a joint venture developing digital products and a
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`platform to facilitate verified communications and transactions.
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`4.
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`The Company has two fifty percent (50%) stockholders, Kirill Co. and
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`Libermans Co.
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`5.
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`Kirill Co. has held its 50% interest in IHI since the Company’s
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`formation.
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`6.
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`Libermans Co. has held its 50% interest in IHI since the Company’s
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`formation.
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`7.
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`The Company’s Board is comprised of Kirill Averianov, a principal of
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`Kirill Co., and Maria Liberman, a principal of Libermans Co.
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`8.
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`The Company has no other stockholders or directors.
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`2
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`FACTUAL BACKGROUND
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`9.
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`In 2021, Kirill Averianov, founder and CEO of Kirill Co., met brothers
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`David and Daniil Liberman (the “Liberman Brothers”) and discussed their potential
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`investment in Mr. Averianov’s company, Lalabox. While that investment did not
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`materialize, Mr. Averianov and the Liberman Brothers became friends and discussed
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`working together on a future project.
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`10. Those discussions, held over a six-month period, laid the foundation for
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`the creation of IHI, which was incorporated in November 2022. While the parties
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`were negotiating the terms of the would-be joint venture, Mr. Averianov decided to
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`shutter his company, Lalabox, to focus solely on IHI. Ultimately it was agreed that
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`the parties would each hold half the Company’s equity, while Mr. Averianov would
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`hold operational control of the Company. At the time of incorporation, Kirill Co.
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`and Libermans Co. each held 50 percent of IHI’s equity, with Mr. Averianov being
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`appointed as the sole director while holding the officer positions of CEO, President,
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`Secretary, and Treasurer. Approximately one month after IHI’s incorporation, Mr.
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`Averianov issued a written consent wherein he expanded IHI’s board of directors
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`and added Maria Liberman, a sibling of the Liberman Brothers, as a director.
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`11. From IHI’s inception, Mr. Averianov managed the Company’s day-to-
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`day affairs while also applying his technical expertise to the development of IHI’s
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`products. The Liberman Brothers offered conceptual input and certain expertise in
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`3
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`blockchain and cryptography to IHI, occasionally joining the Company’s product
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`development meetings, but never became officers or employees of the Company.
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`Instead, the Liberman Brothers maintained their focus on other business ventures
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`they were involved in.
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`12. While it was agreed by all parties that Mr. Averianov would be the CEO
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`of IHI and manage the day-to-day affairs, the Brothers have actively tried to
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`undermine Mr. Averianov in that position and derail the Company’s vision for its
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`products and their launch.
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`13. Mr. Averianov grew the Company and hired the necessary team to hit
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`various growth metrics and accomplish numerous technological breakthroughs.
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`Nevertheless, the Liberman Brothers would occasionally voice their opinions on the
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`direction of IHI’s product development, many inconsistent with the path that Mr.
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`Averianov was leading the Company, which periodically strained the relationship
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`between the team working under Mr. Averianov and the Liberman Brothers.
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`14. By the middle of 2023, Mr. Averianov was often forced to remedy
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`confusion among the nearly 20-person team caused by the Liberman Brothers that
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`conflicted with the Company’s product development direction. While Mr.
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`Averianov tried to mediate tensions between the Company’s development team and
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`the Liberman Brothers, it was clear that an unbridgeable gap was forming. For
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`instance, by late-2023 the Liberman Brothers were largely absent from Company
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`4
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`meetings and failed to deliver promised feedback to the IHI team. Nevertheless,
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`product development moved forward, with the Company planning a soft launch of
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`its blockchain in the first quarter of 2024. Despite failing to attend many of the
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`planning meetings in late-2023, in December 2023 the Liberman Brothers told Mr.
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`Averianov that IHI’s blockchain needed to be rewritten from scratch to achieve
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`certain technical metrics they deemed necessary for launch. Again, in an attempt to
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`avoid deadlock in the Company and in an effort to appease the Liberman Brothers’
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`unrealistic requests, the Company spent the first couple months of 2024 rewriting
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`the blockchain code along with David Liberman. However, David Liberman
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`became unavailable in February 2024, leaving the work that he created to the IHI
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`team to complete.
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`15. Tensions ran high throughout 2024, notably over when and how to
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`launch products under development by IHI. Mr. Averianov proposed IHI participate
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`in the renowned HF0 Accelerator program, that provides 12-week residencies for
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`start-up teams to focus on and develop their ventures. Despite the friction between
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`IHI’s founders, everyone attended the program. However, the Liberman Brothers
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`did not consistently participate in the program until shortly before the graduation
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`demonstration.
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`16. Unfortunately, the HFO Accelerator program did not bring the parties
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`together in launching IHI. Instead, by mid-summer 2024 the Liberman Brothers
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`5
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`were openly disagreeing with Mr. Averianov’s leadership of IHI and ultimately
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`proposed that Mr. Averianov resign as CEO so that the Liberman Brothers could
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`lead the Company. Mr. Averianov rejected that proposal.
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`17. Since September 2024, Mr. Averianov has directed the Company to
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`continue its product development efforts while the Liberman Brothers have not
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`participated in IHI’s work. Through Mr. Averianov’s and the IHI team’s efforts, the
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`Company is closing in on a launch of its products. Even in spite of the conflict and
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`without the support or help from the Liberman Brothers, Mr. Averianov continued
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`to raise funds for the Company. However, the conflict with the Liberman Brothers
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`has prevented the Company from further fundraising and hampered IHI’s ability to
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`launch its products.
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`18.
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`The impasse between Petitioner and Libermans Co. over the
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`management of IHI is irreconcilable.
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`19. The two stockholders of the Company are unable to agree upon the
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`desirability of discontinuing the joint venture and disposing of IHI’s assets.
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`20. Petitioner desires to discontinue the joint venture, and to dispose of the
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`Company’s assets, in accordance with a plan to be agreed upon by the two
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`stockholders of the Corporation. Petitioner’s proposed Dissolution Plan is attached
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`hereto as Exhibit A.
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`6
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`COUNT I
`(Dissolution Pursuant to 8 Del. C. § 273)
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`21. The allegations of the foregoing paragraphs are hereby incorporated by
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`reference as if fully set forth herein.
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`22. Section 273 authorizes the Court of Chancery to dissolve a joint venture
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`with two stockholders, each of which owns half of the corporation’s stock.
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`23. Section 273 exists to enable deadlocked stockholders to bring closure
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`to what has become an inefficient and unworkable relationship.
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`24. The Company meets the requirements of a “joint venture” under 8 Del
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`C. § 273.
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`25. Petitioner and Libermans Co. intended to and did form a joint venture
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`and they structured the Company as the entity through which they operated their
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`joint venture by, among other things, combining money, property, assets, effects,
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`skills, and knowledge for the benefit of the Company and equally sharing in profits
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`and losses.
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`26. Petitioner desires to discontinue the joint venture, to dissolve the IHI,
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`and to dispose of its assets in accordance with a plan to be agreed upon by the
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`stockholders or, if no plan is agreed upon, in accordance with the instructions of this
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`Court pursuant to its authority under 8 Del C. § 273.
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`27. Petitioner and Libermans Co. are unable to agree as to the desirability
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`of discontinuing the joint venture and disposing of IHI’s assets.
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`7
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`28. No adequate remedy exists in law.
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`29. Accordingly, the Company should be dissolved in the manner set forth
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`in the Dissolution Plan, attached hereto as Exhibit A.
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`30. Copies of this Petition and the proposed Dissolution Plan have been
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`transmitted in writing to Libermans Co. and a certificate so stating is attached hereto
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`as Exhibit B.
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`PRAYER FOR RELIEF
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`WHEREFORE, Petitioner respectfully requests that the Court enter judgment
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`as follows:
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`A. Approving the Proposed Dissolution Plan attached hereto as Exhibit A;
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`and
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`just.
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`B. Granting such other and further relief as the Court deems proper and
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`Dated: April 15, 2025
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`BAYARD, P.A.
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`
`/s/ Brett M. McCartney
`Brett M. McCartney (#5208)
`Sarah T. Andrade (#6157)
`Mutaz A. Ali (#7155)
`600 N. King Street, Suite 400
`Wilmington, DE 19801
`302-655-5000
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`Attorneys for Petitioner Kirill Co.
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`8
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