UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement & Amendments
On October 31, 2025, My City Builders, Inc., (the “Company”) entered into an Asset Purchase Agreement, (the “Agreement”) with, RAC Gadsden, LLC (the “LLC”). The LLC is wholly owned by RAC Real Estate Acquisition, Corp. (“RAC”), which is wholly owned by RAC Merger LLC, which owns 98.5% of the current issued and outstanding shares of the Company and is managed by the following officers and directors (the “Affiliates”) of the Company and RAC:
| · | Yolanda Goodell – interim chief executive officer and director of the Company, vice president and director of RAC. |
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| · | Francis Pettilloni – interim chief financial officer and director of the Company, chief operating officer and director or RAC. |
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| · | Frank Gillen – president and director of RAC. |
As a result of the Agreement, the Company acquired 4 acres of land in Glencoe, Alabama (the “Property”) in exchange for a secured promissory note with the LLC in the amount of $350,000.00 (the “Note”). The Note has a 3-year term and carries an interest rate of 9.5% per annum. The principal and interest are due at the conclusion of the 3-year term on October 30, 2028. The Company intends to construct up to 25 multi-family units in three phases starting with an 8-unit multi-family duplex development on the Property as phase one. Per the terms of the Agreement, if construction of the duplex development on the Property does not begin within one year of the Closing Date of the Agreement, that will be considered an Event of Default, as defined by in the Note, which may result in either: (i) the entire principal balance of the Note and all accrued and unpaid interest and costs would immediately become due and payable or (ii) the Company would be required to return ownership of the Property to the LLC.
Item 2.01 Completion of Acquisition or Disposition of Assets
The information set forth under Item 1.01 in this Current Report on Form 8-K is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 in this Current Report on Form 8-K is incorporated herein by reference.
Item 5.06 Change in Shell Company Status
The information set forth under Item 1.01 in this Current Report on Form 8-K is incorporated herein by reference.
As a result of the Agreement, the Company is no longer a “shell company” as the term is defined in Rule 12b-2 under the Exchange Act.
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Item 9.01 Financial Statements and Exhibits
(d) The exhibits listed in the following Exhibit Index are filed as part of this report:
Exhibit No. |
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SIGNATURES
Pursuant to the requirement of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
My City Builders, Inc. |
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By | /s/ Yolanda Goodell |
| October 31, 2025 |
| Yolanda Goodell |
| Date |
| Its: Interim Chief Executive Officer |
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