Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered
Sales of Equity Securities and Use of Proceeds.
(a)
During the months ended March 31, 2025, the Company agreed to issue 81,818 ordinary shares at $5.50 per share for services rendered by Roth Capital Partners,
LLC.
On
March 7, 2025, the Company agreed to issue 1,027,996 ordinary shares at a par value of $0.0001 per share to Pine Mountain Holdings Limited
(“Pine Mountain”) for a total of $2,022,435, following receipt of a conversion notice from Pine Mountain in connection with
a convertible note purchase agreement. These shares were issued at 2.00 per share for the principal of $1,944,444 and around $1.3983
for the interest of around $77,991. The issuance of the shares was exempt from registration pursuant to Section 4(a)(2) of the Securities
Act as a transaction not involving a public offering. The proceeds from the sale are being used for working capital and as payment of
the principal amount of the aforementioned convertible note purchase agreement.
(b)
None.
(c)
None.
Item 3. Defaults Upon
Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not Applicable.
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