NELR 8-K
Neolara Corp. (NELR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM
_________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date
of earliest event reported):
_______________________________
(Exact name of registrant as specified in its charter)
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| (State or Other Jurisdiction | (Commission | (I.R.S. Employer |
| of Incorporation) | File Number) | Identification No.) |
(Address of Principal Executive Offices) (Zip Code)
+1
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol (s) | Name of each exchange on which registered |
| N/A | N/A | N/A |
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
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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 7.01 Regulation FD Disclosure.
The information contained in this Item 7.01 is being furnished in accordance with Regulation FD.
On July 3, 2026, Neolara Corp. (the “Company”) issued a press release announcing that it has entered into a non-binding letter of intent (the “LOI”) with respect to a potential acquisition of a Hong Kong-based company (the “Target”) that specializes in AI-assisted photo restoration and digital image enhancement services. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description |
| 99.1 | Press Release dated July 3, 2026 |
| 2 |
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.
| NEOLARA CORP. | |||
| Date: July 6, 2026 | By: | /s/ Cao Wei | |
| Name: | Cao Wei | ||
| Title: | Chief Executive Officer |
||
| 3 |
EXHIBIT 99.1
For Immediate Release
NEOLARA CORP. ANNOUNCES SIGNING OF NON-BINDING LETTER OF INTENT
FOR A POTENTIAL ACQUISITION IN AI-DRIVEN IMAGE RESTORATION
SAN VITO, COSTA RICA – July 3, 2026 – Neolara Corp. (the “Company” or “Neolara”) today announced that it has entered into a non-binding letter of intent (the “LOI”) dated July 1, 2026, with respect to a potential acquisition of a Hong Kong-based company (the “Target”) that specializes in AI-assisted photo restoration and digital image enhancement services.
The proposed transaction, if completed, would involve the acquisition of 100% of the issued and outstanding equity interests, or substantially all of the assets, of the Target. The LOI outlines a preliminary, non-binding indication of interest and serves as the basis for further due diligence and negotiations.
The consummation of any transaction remains subject to numerous conditions, including but not limited to:
| · | the satisfactory completion of financial, legal, technical and other due diligence; | |
| · | the negotiation and execution of a definitive acquisition agreement; | |
| · | the receipt of all required corporate and regulatory approvals; and | |
| · | the satisfaction of other customary closing conditions. |
There can be no assurance that a definitive agreement will be entered into or that any transaction will be completed on the terms described above or at all. The Company does not intend to comment further on this matter unless and until a definitive agreement is executed or the negotiations are terminated.
About Neolara Corp.
Neolara Corp. is a development company specializing in construction services, including general contracting, design and consulting, turnkey construction, and related engineering services. The Company is headquartered in San Vito, Costa Rica. The proposed acquisition represents the Company’s initial step into the AI technology services sector as part of its broader strategic diversification initiative.
Forward-Looking Statements
This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. These statements are based on current expectations and involve risks and uncertainties that could cause actual results to differ materially. Factors that could cause such differences include the ability to complete due diligence, negotiate definitive agreements, obtain necessary approvals, and other risks detailed in the Company’s filings with the Securities and Exchange Commission. The Company undertakes no obligation to update any forward-looking statements except as required by law.
Investor Relations Contact:
Cao Wei, Chief Executive Officer
Neolara Corp.
+852 4427 8912