Item 2. Unregistered Sales of Equity Securities
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds
On
May 2, 2025, we and SemiCab Holdings entered into an equity purchase agreement with SemiCab Inc. pursuant to which: (i) SemiCab Holdings
purchased 9,999 shares of the issued and outstanding equity shares, Rs. 10 par value, of SMCB, representing 99.99% of the issued and
outstanding equity shares of SMCB, for $1,750,000, the payment of which amount was evidenced by the issuance of a promissory note by
us to SemiCab, Inc., and (ii) we purchased the 20% membership interest in SemiCab Holdings then held by SemiCab, Inc. for aggregate consideration
consisting of 119,742 shares of our common stock. The acquisition was completed on May 2, 2025. The shares of common stock were issued
to SemiCab, Inc. in a private placement transaction that was exempt from the registration requirements of the Securities Act pursuant
to Section 4(a)(2) of the Securities Act directly by us without engaging in any advertising or general solicitation of any kind and without
payment of underwriting discounts or commissions to any person.
Item
3. Defaults Upon Senior Securities
None.
Item
4. Mine Safety Disclosures
Not
applicable.
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