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 July 8, 2025, Transuite.Org Inc. (the "Company" or "TRSO") executed a Letter of Intent ("LOI") with SolanAI Global Limited (a Hong Kong-registered company), outlining a proposed transaction whereby TRSO would acquire 51% of SolanAI's issued and outstanding shares through the issuance of TRSO common stock (the "Transaction").
The LOI specifies that the Transaction will be executed based on a mutually agreed valuation of SolanAI to be determined following completion of due diligence. The agreement is contingent upon several conditions, including satisfactory due diligence results, approval by both companies' boards of directors, the absence of any material adverse changes, and receipt of all required third-party consents. The LOI incorporates mutual confidentiality provisions and grants either party the right to terminate the agreement in writing should due diligence findings prove unsatisfactory.
It should be noted that this LOI does not establish a binding commitment to consummate the Transaction, as final execution remains subject to the negotiation and execution of definitive agreements. The complete LOI has been attached as Exhibit 10.1 to this report and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure
On July 8, 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 July 8, 2025, between Transuite.Org Inc. and SolanAI Global Limited |
99.1 | Press Release dated July 8, 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: July 8, 2025 | By: | /s/ Mengqing Fan |
Name: Mengqing Fan | ||
Title: Chief Executive Officer | ||