UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement
On May 28, 2025, Transuite.Org Inc. (the “Company” or “TRSO”) entered into a Letter of Intent (“LOI”) with Goldfinch Group Co., Limited (“Goldfinch”), a private company registered in Hong Kong, pursuant to which TRSO proposes to acquire 100% of the issued and outstanding shares of Goldfinch in exchange for newly issued shares of TRSO common stock (the “Transaction”).
The LOI outlines the following key terms: The Transaction will involve TRSO issuing shares of its common stock to Goldfinch shareholders based on an agreed valuation of Goldfinch, to be determined following due diligence. The Transaction is subject to several conditions, including satisfactory due diligence, approval by the boards of directors of both parties, absence of any material adverse changes, and receipt of all required consents. The LOI includes mutual confidentiality provisions and permits either party to terminate the LOI after due diligence if results are unsatisfactory.
The LOI does not create a binding obligation to complete the Transaction, which remains subject to the negotiation and execution of definitive agreements. A copy of the LOI is attached as Exhibit 10.1 and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure
On May 28, 2025, TRSO issued a press release announcing the LOI. A copy is attached as Exhibit 99.1.
The information in this Item 7.01 (including Exhibit 99.1) is furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to liability under that section.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description |
| 10.1 | Letter of Intent, dated May 28, 2025, between Transuite.Org Inc. and Goldfinch Group Co., Limited. |
| 99.1 | Press Release dated May 28, 2025. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
TRANSUTIE.ORG INC.
| Date: May 28, 2025 | By: | /s/ Mengqing Fan |
| Name: Mengqing Fan | ||
| Title: Chief Executive Officer | ||