10-Q - SFCX - Equibles

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended June 30, 2025

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from _______________ to _______________

Commission File Number: 000-56366

Tribal Rides International Corp.

(Exact name of registrant as specified in its charter)

Nevada	37-1758469
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
530 Technology Drive, Suite 100, Irvine, CA	92618
(Address of principal executive offices)	(Zip Code)

(949) 880-0900

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Securities registered pursuant to section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of each exchange on which registered
Not applicable	Not applicable	Not applicable

The number of shares outstanding of the registrant’s

common stock on September 18, 2025 was 290,235,500 shares.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION	3
Item 1. Financial Statements	3
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3. Quantitative and Qualitative Disclosures About Market Risk	30
Item 4. Controls and Procedures	30
PART II – OTHER INFORMATION	31
Item 2. Unregistered sales of equity securities and use of proceeds	31
Item 5. Other Information	31
Item 6. Exhibits	31
Signatures	32

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PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements

Consolidated Financial Statements

Tribal Rides International Corp.

INDEX TO FINANCIAL STATEMENTS

	Page
Consolidated Balance Sheets as of June 30, 2025 (unaudited) and December 31, 2024	4
Consolidated Statements of Operations (unaudited) for the three and six months ended June 30, 2025 and 2024	5
Consolidated Statements of Stockholders’ Deficit (unaudited) for the three and six months ended June 30, 2025 and 2024	6
Consolidated Statements of Cash Flows (unaudited) for the three months ended June 30, 2025 and 2024	7
Notes to the Unaudited Consolidated Financial Statements	8

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TRIBAL RIDES INTERNATIONAL CORP.

BALANCE SHEETS

			December 31,<br> <br>2024<br> <br>(Audited)
ASSETS
Current assets:
Cash	2,973		$	–
Prepaid	8,100		$	–
Total current assets	11,073			–
Software and equipment, net	40,809			–
Intangible assets	84,191			–
Investment in drone delivery	5,000,000			5,000,000
Total noncurrent assets	5,125,000			5,000,000
Total Assets	5,136,073		$	5,000,000
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable and accrued liabilities	122,735		$	66,430
Notes payable	368,225			368,225
Accrued interests	176,869			148,996
Due to related party	160,200			213,350
Total current liabilities	828,029			797,001
Total Liabilities	828,029			797,001
Commitments and contingencies	–			–
Stockholders’ equity:
Common stock, 0.00001 par value, 500,000,000 shares authorized; 290,235,500 and 39,935,500 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively	2,902			399
Common stock to be issued, 3,066,667, and 2,766,667 shares as of June 30, 2025 and December 31, 2024, respectively	27			27
Additional paid-in capital	7,127,224			7,001,727
Accumulated deficit	(2,822,109	)		(2,799,154	)
Total Stockholders’ Equity	4,308,044			4,202,999
Total Liabilities and Stockholders’ Equity	5,136,073		$	5,000,000

All values are in US Dollars.

See accompanying Notes to Financial Statements

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TRIBAL RIDES INTERNATIONAL CORP.

STATEMENTS OF OPERATIONS

(Unaudited)

	For the Three<br> <br>Months Ended June 30, 2025			For the Three<br> <br>Months Ended June 30, 2024			For the Six<br> <br>Months Ended June 30, 2025			For the Six<br> <br>Months Ended June 30, 2024
Operating expenses:
General and administrative expense	$	150,827		$	–		$	169,432		$	38,900
Total operating expense		150,827			–			169,432			38,900
Operating loss		(150,827	)		–			(169,432	)		(38,900	)
Other income (expense)
Interest expense		(11,792	)		–			(27,873	)		(2,931	)
Gain on write-offs		–			–			174,350			–
Total other income (expense)		(11,792	)		–			146,477			(2,931	)
					–
Loss before provision for income taxes		(162,619	)		–			(22,955	)		(41,831	)
					–
Provision for income taxes		–			–			–			–
Net loss	$	(162,619	)	$	–		$	(22,955	)	$	(41,831	)
Weighted average shares basic and diluted		40,235,500			39,935,500			40,190,500			39,935,500
					–
Weighted average basic and diluted loss per common share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

See accompanying Notes to Financial Statements

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TRIBAL RIDES INTERNATIONAL CORP.

STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

(Unaudited)

				Common<br> Stock<br> To Be Issued						Additional<br><br> Paid-In		Accumulated			Total<br> <br>Stockholders’ Equity
		Amount		Shares			Amount			Capital		Deficit			(Deficit)
Balance – June 30, 2024	39,607,500	$	396		4,641,226		$	46		$	2,147,393	$	(2,893,828	)	$	(745,993	)
Net loss	–		–		–			–			–		–			–
Balance – June 30, 2024	39,607,500	$	396		4,641,226		$	46		$	2,147,393	$	(2,893,828	)	$	(745,993	)
Balance – March 31, 2025	39,935,500	$	399		3,066,667		$	30		$	7,001,727	$	(2,659,490	)	$	4,345,663
Shares issuance adjusted	300,000		3		(300,000	)		(3	)		–		–			–
Shares issued for acquisition,<br> valued at 0.0005 per share	250,000,000		2,500		–			–			122,500		–			125,000
Net loss	–		–		–			–			–		(162,619	)		(162,619	)
Balance – June 30, 2025	290,235,500	$	2,902		2,766,667		$	27		$	7,127,224	$	(2,822,109	)	$	4,308,044

All values are in US Dollars.

				Common<br> Stock<br> To Be Issued				Additional<br><br> Paid-In		Accumulated			Total<br> <br>Stockholders’ Equity
		Amount		Shares		Amount		Capital		Deficit			(Deficit)
Balance – December 31, 2023	39,607,500	$	396		4,641,226	$	46	$	2,147,393	$	(2,851,997	)	$	(704,162	)
Net income	–		–		–		–		–		(41,831	)		(41,831	)
Balance – June 30, 2024	39,607,500	$	396		4,641,226	$	46	$	2,147,393	$	(2,893,828	)	$	(745,993	)
Balance – December 31, 2024	39,935,500		399		2,766,667		27		7,001,727		(2,799,154	)		4,202,999
Shares issued for services	300,000		3		–		–		2,997		–			3,000
Shares issued for acquisition, valued at 0.0005 per share	250,000,000		2,500		–		–		122,250		–			125,000
Net loss	–		–		–		–		–		(22,955	)		(22,955	)
Balance – June 30, 2025	290,235,500	$	2,902		2,766,667	$	27	$	7,127,224	$	(2,822,109	)	$	4,308,044

All values are in US Dollars.

See accompanying Notes to Financial Statements

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TRIBAL RIDES INTERNATIONAL CORP.

STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Six<br> <br>Months Ended June 30,<br> <br>2025			For the Three<br> <br>Months Ended June 30,<br> <br>2024
Cash flows from operating activities:
Net income (loss)	$	(22,955	)	$	(41,831	)
Adjustment to reconcile net loss to net cash used in operating activities:
Common stock issued for services		3,000			–
Prepaid Issuance		(8,100	)		35,700
Changes in operating assets/liabilities:
Accounts payable and accrued liabilities		56,305			3,131
Intangible assets		(84,191	)		–
Accrued interests		27,873			–
Due to related parties		(174,350	)		–
Net cash used in operating activities		(202,418	)		(3,000	)
Cash flows from investing activities:
Software and equipment, net		(40,809	)		–
Stock issued for equipment		125,000			–
Net cash used in investing activities		84,191			–
Cash flows from financing activities:
Borrowings from related parties		–			3,000
Notes payable, net of debt discount		121,200			–
Net cash from financing activities		121,200			3,000
Net change in cash		2,973			–
Cash, beginning of period		–			–
Cash, end of period	$	2,973		$	–
Supplemental disclosures of cash flow information
Cash paid during the period for:
Interest	$	–		$	–
Taxes	$	–		$	–

See accompanying Notes to Financial Statements

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TRIBAL RIDES INTERNATIONAL CORP.

NOTES TO FINANCIAL STATEMENTS

1.	Organization and Business

Organization and Business

Tribal Rides International Corp., a Nevada corporation (the “Company”, “we”, or “us”), was incorporated on May 19, 2014, as “Trimax Consulting, Inc.” On May 8, 2017, we changed our name to “Xinda International Corp.”

From incorporation through January 2020, we were principally engaged in the business of marketing an array of property tax lien services including (a) identifying property tax lien auctions and property tax liens for sale; (b) providing valuation services with regards to real property subject to property tax liens; and (c) providing consultative and advisory services to property tax lien investors in regards to purchasing property tax liens, servicing property tax liens and adjudicating property tax liens.

On January 18, 2020, we entered into an Asset Purchase Agreement with Tribal Rides, Inc., a Nevada corporation (“Tribal Rides”), pursuant to which we purchased certain assets of Tribal Rides in exchange for the issuance of 25,000,000 shares of our Common Stock. On February 24, 2021, we changed our name to “Tribal Rides International Corp.”

From January 18, 2020, through December 31, 2024, the Company was engaged in developing proprietary software and patented technologies for ridesharing and autonomous vehicle markets. During this period, our business focused on creating a digital transportation enablement platform, supported by U.S. Patent No. 9,984,574 and U.S. Patent No. 11,217,101, among other intellectual properties.

On

December 31, 2024, we completed the sale of substantially all of our intellectual property and related intangible assets (the “Assets”) to Boumarang Inc. (“Boumarang”) pursuant to an Asset Purchase Agreement. The Assets included patents, trade secrets, software, prototypes, applications, customer lists, goodwill, business names, and all associated intellectual property rights. In consideration of the sale, the Company received 2,906,977 shares of Boumarang common stock, valued at $5,000,000. See our Current Report on Form 8-K filed with the SEC on January 6, 2025, for further details.

This transaction represented the divestiture of our historical transportation technology business and the first step in our strategic transition to pursue opportunities in the food technology (“food tech”) sector. Following the asset sale, we discontinued development of our ridesharing and autonomous vehicle platform.

On

February 3, 2025, Joseph Grimes sold 20,000,000 shares of the Company’s common stock (approximately 50% of the then-outstanding shares) to Spark Capital Investments, LLC, and subsequently resigned as Chief Executive Officer. On February 6, 2025, Messrs. Grimes, Prasad, and Ritacco resigned from the Board of Directors; Mr. Ritacco also resigned as Chief Technology Officer.

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In connection with the foregoing, the Board appointed Adam Clode as Chief Executive Officer and named Candice Beaumont and John McMullen to the Board on February 6, 2025.

On June 2, 2025, the Board dismissed Olayinka Oyebola & Co. due to its “Prohibited Service Provider” status with OTC Markets Group and engaged Lao Professionals as the Company’s new independent registered public accounting firm. The Company reported no disagreements with the former auditor.

On

June 30, 2025, Tribal Rides International Corp. (the “Company”) entered into a Share Exchange Agreement with SUPA Food Services LLC, a privately held Wyoming limited liability company and related party. Pursuant to the agreement, the Company issued 250,000,000 shares of its common stock, having a fair value of $0.0005 per share and a par value of $0.00001 per share, for aggregate consideration of $125,000. In exchange for the equity issuance, the Company acquired 1,157 commercial ice/water vending machines, valued at $40,809 based on supporting purchase invoices; and assumed a related party loan obligation of $121,200, previously incurred by SUPA.

The acquired vending machines have been capitalized as property, plant, and equipment, while the excess value transferred was allocated to intangible assets such as customer site contracts, location rights, and operational infrastructure.

2.	Summary of Significant Accounting Policies

Basis of Presentation

We have prepared the accompanying unaudited financial statements in conformity with generally accepted accounting principles in the United States of America pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments and disclosures necessary for a fair presentation of these financial statements have been included. Our Company’s year-end is December 31.

Going Concern Considerations

The accompanying financial

statements have been prepared in conformity with generally accepted accounting principles in the United States of America, which contemplate continuation of our Company as a going concern. We currently have no revenues, have incurred net losses, and have an accumulated deficit of $2,822,109 as of June 30, 2025. The continuation of our Company as a going concern is dependent upon our ability to raise equity or debt financing, and the attainment of profitable operations from any future business we may acquire. There are no assurances that we will be successful in obtaining sufficient capital to continue as a going concern. If our working capital needs are not met and we are unable to obtain adequate capital, we could be forced to cease operations.

The accompanying financial statements do not include any adjustments that might be necessary if our Company is unable to continue as a going concern.

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Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Internal Use Software Development

We account for costs incurred to develop or purchase computer software for internal use in accordance with Accounting Standards Codification (“ASC”) 350-40 “Internal-Use Software” or ASC 350-50 “Website Costs”. As required by ASC 350-40, we capitalize the costs incurred during the application development stage, which include costs to design the software configuration and interfaces, coding, installation, and testing.

Costs incurred during the preliminary project stage along with post-implementation stages of internal use computer software are expensed as incurred. Capitalized development costs, once placed into service, are amortized on a straight-line basis over a period of five years, management’s estimate of the economic life. Costs incurred to maintain existing product offerings are expensed as incurred. Our software platform has not yet been placed into service. The capitalization and ongoing assessment of recoverability of development costs requires considerable judgment by management with respect to certain external factors, including, but not limited to, technological and economic feasibility, and estimated economic life.

Intellectual Property

We have patent and patent pending technologies with a focus on artificial intelligence (“AI”), machine learning with optimization and Smart Deployment algorithms. It involves anticipating demand for passengers and dispatching cars in advance – to reduce wait-time, increasing utilization of vehicles, and decrease cost. It includes new and efficient system for tracking and charging customers with preferred rates, supply and demand rates, and “specific” community engagement.

Patent expenses, consisting mainly of patent filing fees, have been capitalized and are shown as an asset on our balance sheet. We amortize our Patent asset over the remaining life of the Patent, which is approximately ten (10) years.

Fair Value of Financial Instruments

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants as of the measurement date. Applicable accounting guidance provides an established hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of our Company. Unobservable inputs are inputs that reflect our Company’s assumptions about the factors that market participants would use in valuing the asset or liability. The fair value hierarchy consists of the following three levels of inputs that may be used to measure fair value:

Level 1	—	Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2	—	Inputs other than quoted prices included in Level 1 that are observable in the marketplace either directly (i.e., as prices) or indirectly (i.e., derived from prices).
Level 3	—	Unobservable inputs which are supported by little or no market activity.

For assets and liabilities, such as cash, prepaid expenses, accounts payable and accrued liabilities maturing within one year from the balance sheet date, the carrying amounts approximate fair value due to the short maturity of these instruments.

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Fair Value Hierarchy of assets and liabilities that are recognized and measured at fair value in the financial statements as of June 30, 2025, and December 31, 2024 (level 3 inputs are not applicable):

Schedule of fair value hierarchy of assets<br>and liabilities measured at fair value in the financial statements
	Fair Value Measurement Using
	Level 1		Level 2
As of June 30, 2025:
Liabilities:
Due to related parties – recognized at fair value ^(1)^	$	160,200	$	–
As of December 31, 2024:
Liabilities:
Due to related parties – recognized at fair value ^(1)^	$	213,350	$	–

____________

(1)	The amounts due to related parties do not contain an interest provision. Any imputed interest is immaterial.

During the six months and year ended June 30, 2025, and December 31, 2024, respectively, there were no transfers between Levels 1, 2, or 3.

Long-lived Assets

We follow ASC 360-10-15-3, Impairment or Disposal of Long-lived Assets, which established a “primary asset” approach to determine the cash flow estimation period for a group of assets and liabilities that represents the unit of accounting for a long-lived asset to be held and used. Long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less cost to sell.

Revenue Recognition

At our inception, we adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606). Under this guidance, operating revenue is recognized at the time a good or service is transferred to a customer and the customer receives the service performed. Our revenue arrangements with customers are predominantly short-term in nature, involving a single performance obligation related to the delivery of the service, and generally provide for transfer of control at the time payment for the service is received.

We exclude from the measurement of the transaction price, if applicable, all taxes imposed on and concurrent with a specific revenue-producing transaction and collected by us from a customer, including sales, use, excise, value-added, and franchise taxes (collectively referred to as sales taxes). Sales taxes, which may be collected, are not recognized as revenue but are included in accounts payable on the balance sheets as they would ultimately be remitted to governmental authorities. No such taxes have been charged or collected yet.

We have elected the practical expedient permitted in ASC 606-10-32-18, which allows an entity to recognize the promised amount of consideration without adjusting for the effects of a significant financing component if the contract has a duration of one year or less. Our revenue arrangements are short-term in nature and do not have significant financing components; therefore, we have not adjusted consideration.

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Debt Issued with Common Stock/Warrants

Debt and common stock issued with common stock/detachable warrants is accounted for under the guidelines established by ASC 470-20 – Accounting for Debt with Conversion or Other Options. We record the relative fair value of debt or common stock and warrants related to the issuance of debt as a debt discount or premium in the case of debt and as additional paid-in capital in the case of common stock. Debt discount or premium is subsequently amortized to interest expense over the expected term of the debt.

Common Stock Issued for Services

Our accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions of Emerging Issues Task Force (“EITF”) 96-18, Accounting for Equity Instruments That are Issued to Other Than Employees for Acquiring, or in Conjunctionwith Selling, Goods or Services, codified into ASC 505 Equity. The measurement date for the fair value of the equity instruments issued is determined at the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendor's performance is complete. In the case of equity instruments issued to consultants, the fair value of the equity instrument is recognized over the term of the consulting agreement at various performance completion dates, and for unvested instruments, at each reporting date. Compensation expense, once recorded, may not be reversed.

Stock option grants are valued using a Black-Scholes option valuation model. The assumptions include the risk-free rate of interest, expected dividend yield, expected volatility, and the expected term of the award. The risk-free rate of interest was based on the U.S. Treasury bond rates appropriate for the expected term of the award. There are no expected dividends as we do not currently plan to pay dividends on our common stock. Expected stock price volatility was based on historical volatility levels of our common stock. The expected term is estimated by using the actual contractual term of the option grants and the expected length of time for the employees to exercise the options.

Stock awards issuable pursuant to employment agreements are valued at the fair market value of our stock at the date on which each award, or portion thereof, vests.

Income Taxes

We account for income taxes in accordance with ASC 740 - Income Taxes, which requires us to provide a net deferred tax asset/liability equal to the expected future tax benefit/expense of temporary reporting differences between book and tax accounting methods and any available operating loss or tax credit carry forwards. Tax law and rate changes are reflected in income in the period such changes are enacted. We record a valuation allowance to reduce the deferred tax assets to the amount that is more likely than not to be realized. We include interest and penalties related to income taxes, including unrecognized tax benefits, within the provision for income taxes.

Net Loss Per Share

We compute net loss per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. Diluted EPS excludes all potential dilutive shares if their effect is anti-dilutive. As of June 30, 2025, and 2024, we had no potentially dilutive shares.

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New Accounting Pronouncements

We have reviewed all accounting pronouncements recently issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the SEC, and have determined that they are either not applicable or are not believed to have a material impact on our present or future financial statements.

3.	Software and Equipment, net

Software and equipment, net consists of the following:

Schedule of software and equipment, net
	June 30,<br> <br>2025		December 31,<br> <br>2024
Software for internal use	$	–	$	–
Equipment		40,809		–
Less accumulated depreciation and amortization		–		–
	$	40,809	$	–

Beginning in the fourth quarter

of 2021, we began developing our digital transportation enablement and enhancement platform for customer use. During the year ended December 31, 2023, we capitalized $137,612 of such costs, representing expenses incurred during the application development stage, which included costs for designing and programming the software configuration and interfaces, coding, installation, and testing. The software was not placed into service prior to its disposal. On December 31, 2024, the Company sold all of its software and equipment, along with its patents, to Boumarang Inc. Accordingly, no amortization was recorded, and no software or equipment remained on the balance sheet as of June 30, 2025, and December 31, 2024.

On June 30, 2025, Tribal

Rides International Corp. (the “Company”) entered into a Share Exchange Agreement with SUPA Food Services LLC, a privately held Nevada limited liability company and related party. In exchange for the equity issuance, the Company acquired: 1,157 commercial ice/water vending machines, valued at $40,809 based on supporting purchase invoices.

Depreciation and amortization of software and equipment amounted to $0 for the three months ended June 30, 2025, and 2024, respectively.

4.	Patents

We have patent and patent-pending technologies with a focus on artificial intelligence (“AI”), machine learning with optimization, and Smart Deployment algorithms. The technologies involve anticipating demand for passengers and dispatching cars in advance to reduce wait time, increasing the utilization of vehicles, and decreasing costs. It includes a new and efficient system for tracking and charging customers with preferred rates, supply and demand rates, and “specific” community engagement.

We currently own the following patents, which have been issued and which are pending:

·	U.S. Patent 9,984,574, issued May 29, 2018, claims priority to provisional application filed on Jan. 21, 2014;
·	Pending U.S. application, published as US 2018/0366004 A1, claims priority to provisional application filed on Jan. 21, 2014; and
·	Pending U.S. application, unpublished, claims priority to three provisional applications filed on Nov. 4, 2019.

On December 31, 2024, the Company sold all of its patents, along with software and equipment, to Boumarang Inc. Accordingly, no patents remained on the balance sheet as of December 31, 2024.

During the six months ended June 30, 2025, and 2024, there was no patent amortization expense.

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Due to Related Parties

Amounts owed to related parties are as follows:

Schedule of related party payables
	June 30,<br> <br>2025		December 31,<br> <br>2024
Spark Capital	$	121,200	$	–
Joe Grimes		–		151,061
Sanjay Prasad		–		7,289
Don Smith		39,000		39,000
KeptPrivate.com		–		16,000
	$	160,200	$	213,350

Related Party Loan (Spark)

On June 30, 2025, Tribal Rides

International Corp. (the “Company”) entered into a Share Exchange Agreement with SUPA Food Services LLC, a privately held Wyoming limited liability company and related party. Pursuant to the agreement, the Company issued 250,000,000 shares of its common stock, having a fair value of $0.0005 per share and a par value of $0.00001 per share, for aggregate consideration of $125,000. As part of the consideration, the Company assumed a related party loan obligation of $121,200, previously incurred by SUPA.

The terms and conditions of the assumed loan (interest rate, maturity, repayment) remain under negotiation and were undetermined as of June 30, 2025. Accordingly, the loan has been recorded as a related party payable in long-term liabilities pending formal documentation.

Mr. Grimes was the CEO and Director, as well as our largest shareholder until February 2025. Mr. Grimes resigned as the CEO and Director of the Company in February 2025.

Mr. Prasad, one of our directors, has made various patent filings for our Company in recent years, the amounts of which have been recorded in Patents, net on the accompanying Balance Sheet. Mr. Prasad resigned as the Director of the Company in February 2025.

Mr. Smith was our CFO and is a party to an employment agreement dated November 17, 2021, as amended, with our Company, under which Mr. Smith is to receive monthly cash payments of $3,500. Mr. Smith resigned as the CFO of the Company in May 2023**.**

Mr. Steven Ritacco, the Director

of our Company, owns KeptPrivate.com. His company provides services related to the development of our digital transportation enablement and enhancement platform, the costs of which are included in Software and Equipment, net, on the accompanying Balance Sheet. The amount charged by KeptPrivate.com, $16,000, was unpaid and recorded as a general and administrative expense. Mr. Ritacco resigned as the CTO and Director of the Company in February 2025.

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Amounts due to related parties bear no interest, are unsecured, and are repayable on demand. Imputed interest on amounts owed is immaterial.

In February 2025, the Company

entered into a Release and Settlement Agreement with Mr. Grimes, Mr. Prasad, and Sanjay Prasad (related parties), pursuant to which the Company and related parties agreed to mutually release and discharge one another from all claims, obligations, and liabilities arising from prior service and related-party transactions, collectively valued at $174,350. Effective with the execution of the Agreement, related parties irrevocably waived and relinquished the outstanding balance, and the Company agreed to provide a full release, including indemnification, for any and all personal obligations that related parties may have had arising from their prior service as a director and/or officer. This transaction was accounted for as an extinguishment of a related-party payable, with the corresponding gain recognized in Other Income on the Consolidated Statement of Operations for the fiscal year ending June 30, 2025.

Asset Acquisition and Assumption of Related Party Loan

On June 30, 2025, Tribal Rides International Corp.

(the “Company”) entered into a Share Exchange Agreement with SUPA Food Services LLC, a privately held Wyoming limited liability company and related party. Pursuant to the agreement, the Company issued 250,000,000 shares of its common stock, having a fair value of $0.0005 per share and a par value of $0.00001 per share, for aggregate consideration of $125,000.

In exchange for the equity issuance, the Company acquired:

·	1,157 commercial ice/water vending machines, valued at $40,809 based on supporting purchase invoices;<br>and
·	Assumed a related party loan obligation of $121,200, previously incurred by SUPA.

6.	Intangible Assets

In connection with the acquisition of water machines, the Company also

acquired customer contracts, vending location rights, and licenses. These intangible assets were valued at $84,191 and will be amortized on a straight-line basis over five years. Management preliminarily estimates these to be definite-lived intangibles under ASC 350.

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Notes payable consist of the following:

Schedule of notes payable
	June 30,<br> <br>2025			December 31,<br> 2024
Convertible promissory note	$	320,000		$	320,000
Less debt discount		–			–
Accrued interest		176,869			148,996
Promissory notes		48,225			48,225
Subtotal		545,094			517,221
Less current portion		(545,094	)		(517,221	)
Long-term portion	$	–		$	–

Convertible Promissory Note (AJB Notes)

On November 10, 2021 (the

“Issue Date”), we entered into a Securities Purchase Agreement (the “SPA”) with AJB Capital Investments, LLC (the “Lender”) for the purchase of a Convertible Promissory Note (the “Note”) in the principal amount of $290,000. The Note carried an original issue discount (“OID”) of $29,000 along with a requirement to pay $16,550 in expenses. The total of $45,550 was recorded as a debt discount. As a result, we received net proceeds of approximately $244,500 upon execution of the Note. The Note was originally scheduled to mature on May 10, 2022, subject to a six-month extension at our Company’s request. The Note accrued interest at 10% per annum from the Issue Date with monthly interest payments due at the beginning of each month. If extended, interest increased to 12% per annum, and in the event of default, interest accrues at 20% per annum. All of our Company’s assets secure the Note.

In addition to issuing the

Note, we were obligated to issue to the Lender, as a commitment fee, 1,320,000 restricted shares of our common stock (the “Commitment Shares”) and a warrant to purchase 750,000 shares of our common stock (the “Original Warrant”). The Original Warrant was exercisable at $1.00 per share and expired three years after the Issue Date. The Commitment Shares and Original Warrant were issued in February 2022.

On May 22, 2022, the Note

was extended for six months until November 10, 2022. On November 22, 2022, the Lender further agreed to extend the maturity date to February 10, 2023, in exchange for 600,000 restricted shares of common stock, valued at $150,000, or $0.25 per share. We recorded this as a loss on extinguishment of debt, as it represented a major modification.

On January 31, 2023, the

Lender agreed to extend the Note's maturity date to August 31, 2023. In exchange, we issued 1,000,000 restricted shares of common stock valued at $110,000, or $0.11 per share, based on the market price at the date of acceptance. This amount was recorded as a loss on extinguishment of debt. The shares were issued in April 2023.

On May 23, 2023, the Lender

advanced an additional $30,000, and the principal of the Note was increased to $320,000. In consideration of this modification, we issued a replacement warrant to purchase 750,000 shares of common stock at $0.25 per share, expiring five years from the Issue Date, which replaced the Original Warrant. The replacement warrant was valued using the Black-Scholes method, and we recorded a $187,500 gain on extinguishment of debt, as the modification represented a substantial change in terms.

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The Note is convertible only upon an event of default (as defined in the Note) and is then convertible, in whole or in part, into shares of common stock at a conversion price equal to the lesser of (i) 90% multiplied by the lowest trading price during the 20-trading day period ending on the Issue Date, or (ii) 90% multiplied by the lowest trading price during the 20-trading day period ending on the date of conversion (the “Conversion Price”), subject to adjustments including anti-dilution provisions. No event of default has occurred to date.

While the Note is outstanding, we are required to reserve at all times five times the number of shares actually issuable upon full conversion of the Note (the “Reserved Amount”). If we fail to maintain or replenish the Reserved Amount within three business days of the Lender’s request, the principal amount of the Note increases by $5,000 per occurrence. If we fail to maintain DTC eligibility or if the Conversion Price falls below $0.01, the principal amount of the Note increases by $5,000, and the Conversion Price is redefined as 50% of the Market Price, subject to further adjustments.

Upon an Event of Default, the Note becomes immediately due and payable, and we must pay the Lender the Default Sum or Default Amount as defined in the Note.

In November 2024, the Lender

issued a small note of $3,225 at a 10% interest rate due on June 30, 2025.

Interest Expense

During the six months ended

June 30, 2025, and 2024, we recorded interest expense for this note of $27,873 and $2,931, respectively. The increase in 2024 reflects accrual of default interest at 20% per annum on the amended principal balance of $320,000 following the May 23, 2023, modification.

6% Convertible Promissory Note (Sorensen)

On April 28, 2023, we issued

a convertible promissory note to a non-related third party in the principal amount of $25,000. The unsecured note bore interest at 6% per annum and was repayable one year from its date of issue, or April 28, 2024. The note, plus any accrued and unpaid interest, was convertible at the option of the holder at any time prior to maturity into shares of our common stock at a conversion price equal to the average closing price of our common stock over the ninety trading days prior to the date of conversion.

The conversion provisions

contained an embedded derivative feature, which we valued separately using the Black-Scholes model. At issuance, we recorded a derivative liability of $11,180, with subsequent remeasurement through June 30, 2024, resulting in an increased balance of $18,227. Because the noteholder did not exercise the conversion feature prior to maturity on April 28, 2024, the conversion option expired. Accordingly, the derivative liability was extinguished, and we recognized a gain of $18,227 in the second quarter of 2024.

We amortized the debt discount over the one-year contractual term of the note. As of April 28, 2024, the debt discount was fully amortized.

Interest expense in connection

with this note was approximately $1,500 for the year ended December 31, 2024, representing the full contractual interest accrued through the maturity date.

As of December 31, 2024,

the note has matured and remains outstanding as a cash obligation of $25,000 principal plus accrued interest of $1,500.

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10% Promissory Note (Corrigan)

On August 1, 2022, we issued

a promissory note to a non-related third party in the principal amount of $20,000. The unsecured note bears interest at 10% per annum and was originally due for repayment on January 26, 2023. The note was not repaid at maturity and is currently in default. We are in discussions with the noteholder to extend the repayment date.

During the year ended December

31, 2024, interest expense on this note was approximately $1,333, compared to $2,000 in 2023. As of December 31, 2024, the outstanding balance on the note, including accrued but unpaid interest, was approximately $22,000.

8.	Capital Stock

Common Stock

We are authorized to issue

500,000,000 shares of our $0.00001 par value common stock, and each holder is entitled to one (1) vote on all matters subject to a vote of stockholders. We discovered an error whereby we previously reported our par value as $0.0001 per share. In accordance with Staff Accounting Bulletin (“SAB”) 99, Materiality, and SAB 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, we evaluated the materiality of the error from qualitative and quantitative perspectives, and concluded that the error was immaterial to the Balance Sheet as of December 31, 2021 and Statement of Operations, Changes in Stockholders’ Equity (Deficit), and Cash Flows for the year ended December 31, 2021. We have corrected this error by making an out-of-period adjustment as of December 31, 2022, which reduces the Balance Sheet amounts for both Common Stock and Common Stock to be Issued, and increases the Balance Sheet amount for Additional Paid-In Capital.

Common stock activity for the years ended December 31, 2025, and 2024 was as follows:

2025

On June 30, 2025, Tribal Rides International Corp.

On January 28, 2025, the Board of Directors of

the Company approved a new issuance of common stock to certain related parties in recognition of their service as directors and officers of the Company for the fiscal years 2020 through 2024. The Company issued 300,000 shares to three officers valued at $3,000.

2024

None.

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Warrants

In connection with the transaction

with the third-party lender discussed in Note 7, we issued the lender a warrant to purchase 750,000 common shares at $1.00 per share. The warrant replaced the original warrant issued in November 2021 and is exercisable immediately, expiring five years from the original Issue Date.

We valued the warrant using

the Black-Scholes option pricing model and recorded a debt discount of $117,161, which is included in the total discount of $244,450 described in Note 7. The assumptions used in determining the fair value of the warrants were as follows:

Schedule of fair value of warrants assumptions
	May 23, 2023
Expected term in years	3 years
Risk-free interest rate	0.32%
Annual expected volatility	1,222.7%
Dividend yield	0.00%

Risk-free interest rate: We use the risk-free interest rate of a U.S. Treasury Bill with a similar term on the date of the option grant.

Volatility: We estimate the expected volatility of the stock price based on the historical volatility of our stock prices.

Dividend yield: We use a 0% expected dividend yield as we have not paid dividends to date and do not anticipate declaring dividends in the near future.

Remaining term: The remaining term is based on the remaining contractual term of the warrant.

Clarification of Valuation Assumptions: The assumptions used in determining the fair value of the warrants were measured as of the date of issuance of the warrants, in accordance with ASC 718. These inputs are not updated in subsequent periods and reflect conditions as of the grant date.

Activity related to the warrant for the period ended June 30, 2025 and December 31, 2024, is as follows:

Schedule of warrant activity
	Shares		Weighted<br> Average<br> Exercise<br> Price		Weighted<br> Average<br> Remaining<br> Contractual<br> Life in Years		Aggregate<br> Intrinsic<br> Value
Outstanding, December 31, 2024		2,750,000	$	1.00		1.9	$	0
Outstanding, June 30, 2025		2,750,000	$	1.00		1.9	$	0
Exercisable, end of period		2,750,000	$	1.00		1.9	$	0

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On December 31, 2024, the Company completed the

sale of substantially all of its intellectual property and related intangible assets (the “Assets”) to Boumarang Inc. pursuant to an Asset Purchase Agreement. In exchange for the Assets, the Company received 2,906,977 shares of Boumarang common stock (the “Boumarang Shares”), valued at $5,000,000 as of the transaction date.

Classification and Measurement

The investment in Boumarang Shares is classified as an equity investment under ASC 321, Investments—Equity Securities. Management has determined that the investment does not provide the Company with control or significant influence over Boumarang (ownership less than 20%, no board seat, no participation in policy-making decisions). Accordingly, the investment is recorded at fair value, with subsequent changes in fair value recognized in the statement of operations.

Initial Recognition: The Boumarang Shares were recorded at their fair value of $5,000,000 on December 31, 2024.

Subsequent Measurement: The fair value of the investment will be remeasured at each reporting date based on quoted prices in active markets (if available) or observable/unobservable valuation inputs. Changes in fair value will be recognized in “Other Income (Expense)” within the Company’s statement of operations.

Level of Fair Value Inputs: As of December 31, 2024, the investment is classified as a Level 1 asset (quoted price in active market) if Boumarang’s shares are publicly traded, or as a Level 2/3 asset if observable inputs are limited.

Strategic Intent

The Boumarang investment represents a strategic, non-core holding, providing the Company with a potential source of liquidity to support its transition into the food technology sector. Management will continue to evaluate monetization options, including potential sale of all or part of the shares, as market and strategic conditions permit.

Risk Considerations

The value of the Boumarang Shares is subject to market risk and volatility, as well as risks associated with Boumarang’s operations and financial condition. Management has concluded that no impairment indicators existed as of December 31, 2024, and that the carrying amount of the investment approximated its fair value.

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On December 31, 2024, Tribal Rides International Corp. completed the sale of substantially all of its intellectual property and related intangible assets (the “Assets”) to Boumarang Inc. pursuant to an Asset Purchase Agreement. Consideration consisted of 2,906,977 shares of Boumarang common stock, valued at $5,000,000 on the closing date.

The divested Assets included:

U.S. Patent No. 9,984,574

U.S. Patent No. 11,217,101

All related trade secrets, customer lists, software, prototypes, applications, business names, goodwill, and other intangible property

Following the transaction, the Company discontinued its historical operations in transportation and autonomous ridesharing technology.

The results of operations of the disposed business have been presented as discontinued operations for all periods presented. The summarized operating results of discontinued operations are as follows:

Schedule of discontinued operation
	2024			2023
Revenues	$	–		$	–
Operating expenses		(88,196	)		(137,843	)
Other income (expenses), net		141,038			(48,075	)
Income (loss) before taxes		52,842			(185,918	)
Provision for taxes		–			–
Net income (loss) from discontinued operations	$	52,842		$	(185,918	)

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On June 6, 2025, SUPA Food Services LLC (“SUPA”), a wholly owned subsidiary of Tribal Rides International Corp., entered into a License Agreement with Mor & Mor Commercial, LLC (“Licensor”) for the right to occupy approximately 8,100 square feet of warehouse space located at 4150 152nd Street NE, Marysville, Washington (the “Premises”). The arrangement does not constitute a traditional lease under ASC 842, Leases, but instead qualifies as a license agreement, given that it does not grant SUPA control over the premises and explicitly disclaims a landlord–tenant relationship.

Key Terms of the LicenseAgreement

·	Commencement Date: June 9, 2025
·	Term: Month-to-month; terminable by either party with 30 days written notice.
·	Monthly License Fee: $8,100 due in advance on the first of each month.
·	Security Deposit: $8,100 paid upon execution of the agreement.
·	Use Restriction: Licensee is permitted to use the premises solely for dead storage of non-hazardous materials.

Owner Termination Right: The Owner retains the right to terminate the license at any time with 30 days’ notice in the event of a new lease agreement with another party.

Per ASC 842-10-15-3, leases must convey the right to control the use of an identified asset for a period of time in exchange for consideration. This agreement, while permitting use of the premises, restricts SUPA’s rights and does not convey control of the underlying asset. Accordingly, the agreement is excluded from lease accounting guidance under ASC 842.

12.	Agreement

All the agreements signed in the fiscal year ending December 31, 2023, have expired. No services were provided under this agreement during the fiscal year ended December 31, 2024.

The Company shall assume obligations of all service and consulting agreements under the Share Exchange Agreement with SUPA Food Services LLC, a privately held Wyoming limited liability company and related party.

Termination

of Share Exchange Agreement with Singta (June 30, 2025): Entry into Share Exchange Agreement (February 6, 2025). The Company entered into a Share Exchange Agreement with Singta Industries Inc., under which the Company agreed to acquire 100% of Singta in exchange for issuing 400,000,000 newly issued restricted shares of the Company’s common stock to Singta’s selling stockholders. The agreement stipulates that the acquisition consideration represents the entire purchase price; closing is contingent upon the terms and conditions set forth in the agreement. The Company disclosed that a copy of the agreement will be filed with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024. The Company has not issued these shares. The transaction was subject to customary closing conditions, which were not satisfied. On June 30, 2025, the Board of Directors determined not to proceed with the transaction and formally terminated the Singta Agreement.

13	Subsequent Events

The Company evaluated subsequent events that occurred after June 30, 2025, through the date these financial statements were issued. The following material, non-recognized subsequent events occurred:

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This Management’s Discussion and Analysisof Financial Condition and Results of Operations contains certain forward-looking statements. Historical results may not be indicativeof future performance. Our forward-looking statements reflect our current views about future events; are based on assumptions and aresubject to known and unknown risks and uncertainties that could cause actual results to differ materially from those contemplated by thesestatements. Factors that may cause differences between actual results and those contemplated by forward-looking statements include, butare not limited to, those discussed herein. We undertake no obligation to publicly update or revise any forward-looking statements, includingany changes that might result from any facts, events, or circumstances after the date hereof that may bear upon forward-looking statements.Furthermore, we cannot guarantee future results, events, levels of activity, performance, or achievements.

Company Overview

Tribal Rides International Corp., a Nevada corporation (the “Company”, “we”, or “us”), was incorporated on May 19, 2014, as “Trimax Consulting, Inc.” On May 8, 2017, we changed our name to “Xinda International Corp.”

On January 18, 2020, we entered into an Asset Purchase Agreement with Tribal Rides, Inc., a Nevada corporation (“Tribal Rides”), pursuant to which we purchased certain assets of Tribal Rides in exchange for the issuance of 25,000,000 shares of our Common Stock. On February 24, 2021, we changed our name to “Tribal Rides International Corp.”

On June 30, 2025, Tribal Rides International Corp. (the “Company”) entered into a Share Exchange Agreement with SUPA Food Services LLC, a privately held Wyoming limited liability company and related party. Pursuant to the agreement, the Company issued 250,000,000 shares of its common stock, having a fair value of $0.0005 per share and a par value of $0.00001 per share, for aggregate consideration of $125,000. In exchange for the equity issuance, the Company acquired 1,157 commercial ice/water vending machines, valued at $40,809 based on supporting purchase invoices; and assumed a related party loan obligation of $121,200, previously incurred by SUPA. The acquisition of SUPA is expected to establish a foundation for revenue generation from water machine operations, but will require further funding, integration efforts, and licensing approvals.

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Discontinued Operations

On December 31, 2024, the Company completed the sale of all of its intellectual property and related intangible assets (the “Assets”) to Boumarang Inc. for consideration valued at $5,000,000, consisting of 2,906,977 shares of Boumarang common stock. The Assets included U.S. Patent No. 9,984,574 and U.S. Patent No. 11,217,101, trade secrets, prototypes, software, applications, customer lists, business names, goodwill, and other intangible property.

As a result of this transaction, the Company has discontinued its historical business of developing transportation and autonomous ridesharing technologies. Beginning with this Annual Report on Form 10-K for the year ended December 31, 2024, the results of operations related to the disposed transportation business are presented as discontinued operations in the consolidated financial statements and accompanying notes, in accordance with ASC 205-20, Presentation of Financial Statements – Discontinued Operations.

The discontinued operations had no revenue in 2023 or 2024. Operating expenses were $88,196 and $137,791 for the years ended December 31, 2024, and 2023, respectively. These amounts are reflected in the “Loss from discontinued operations” line in our consolidated statements of operations. No further results from this business will be recognized following the completion of the sale.

Current Business Direction

Plan of Operations

We intend to realign our corporate strategy and resources to focus on identifying, developing, and acquiring food technology businesses and assets. We believe the food tech industry presents significant opportunities driven by global demand for healthier, more sustainable, and technology-enabled food solutions. The Company is currently evaluating strategic partnerships, acquisitions, and product initiatives within this sector.

Until we complete this transition, we will be considered to be in the development stage, with no current operating revenues. Our future operations will depend on our ability to raise additional capital, complete acquisitions, and successfully launch products or services in the food tech space.

Financial Conditions at June 30, 2025, andDecember 31, 2024

At June 30, 2025 and December 31, 2024, we had $2,973 and no cash on hand to execute our business plan. We reported accumulated deficits of $2,822,109 and $2,799,154, respectively, and working capital deficits of $816,037 and $746,001, respectively.

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Results Operations

The Company did not generate revenue in either the three or six months ended June 30, 2025, or June 30, 2024, consistent with its pre-commercialization phase.

For the three months ended June 30, 2025, and 2024, we recorded a net loss of $22,955 and $41,831. For the six months ended June 30, 2025, and 2024, we recorded a net loss of $162,619.

The decrease in net loss for the six months ended June 30, 2025, primarily resulted from one-time non-cash gains on the extinguishment of liabilities due to related parties of $174,350.

Total operating expenses increased to $150,827 in the three months ended June 30, 2025, compared to $0 in the three months ended June 30, 2024, reflecting an increase in general and administrative expenses as operational activity increased due to the acquisition of SUPA and pivot as a food delivery, distribution, and technology company.

As disclosed in Note 10 to the financial statements, on December 31, 2024, we sold substantially all of our historical intellectual property assets to Boumarang Inc. for consideration valued at $5.0 million. This transaction is reflected as discontinued operations in our consolidated financial statements.

Following the sale, we ceased further development of our ridesharing and autonomous vehicle platform.

Liquidity and CapitalResources

As of June 30, 2025, and December 31, 2024, the Company had $2,73 and $0 cash to execute its business plan. At June 30, 2025 and December 31, 2024, the Company had accumulated a deficit of $2,822,109 and $2,799,154, and working capital deficits of $816,037 and $746,001, respectively. We have previously raised capital through debt financing, advances from related parties, and private placements of our common stock to meet operating needs.

Since its inception, the Company has sustained losses and negative cash flows from operations. The Management believes that the Company does not have the cash to meet working capital and corporate development needs as they become due in the ordinary course of business for twelve (12) months following December 31, 2023. The Company had no revenues or cash flow from operations in the past fiscal year ended December 31, 2024. The Company continues to experience negative cash flows from operations and the ongoing requirement for substantial additional capital investment to develop its financial technologies. We expect to conduct the planned operations for twelve months using currently available capital resources. The Management anticipates raising significant additional capital to accomplish its growth plan over twelve (12) months. We do not have any plans or specific agreements for new funding sources. The Management expects to seek additional funding through private equity or public markets. However, there can be no assurance about the availability or terms, such as financing and capital, that might be available.

We have no plant or significant equipment to sell, and we do not intend to purchase any plant or significant equipment within the next 12 months.

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Going Concern Considerations

As of June 30, 2025, the Company had an accumulated deficit of $2,822,109 and has not yet generated any revenues to achieve positive cash flow from operations sufficient to cover ongoing expenses. As a result, our independent auditors included an explanatory paragraph in their report on the audited financial statements for the fiscal years ended December 31, 2024, and 2023, expressing substantial doubt about the Company’s ability to continue as a going concern.

Our financial statements include additional disclosures outlining the factors contributing to this assessment. They do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classification of liabilities, which may be necessary if the Company is unable to continue operations.

Management has evaluated the Company’s ability to meet its obligations over the next twelve months by considering a range of factors, including general economic conditions, key industry indicators, operating performance, capital expenditures, future commitments, and overall liquidity. If the Company is unable to generate sufficient revenues by December 31, 2025, we will require additional capital through funding from existing or new investors, further cost reductions, and strategic adjustments to improve operational cash.

Basis of Presentation

The accompanying financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”).

Critical Accounting Policies and Estimates

The following discussions are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States.

Use of Estimates and Assumptions

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses for the reporting period. Actual results could differ from those estimates.

Intellectual Property

We have patented technologies with a focus on artificial intelligence (“AI”), machine learning with optimization, and Smart Deployment algorithms. It involves anticipating passenger demand and dispatching cars in advance to reduce wait times, increasing vehicle utilization, and decreasing costs. It includes a new and efficient system for tracking and charging customers with preferred rates, supply and demand rates, and “specific” community engagement.

Patent expenses, primarily consisting of patent filing fees, have been capitalized and are presented as an asset on our balance sheet. We amortize our patent assets over the remaining life of the patent, which is approximately 10 years.

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Long-lived Assets

Common Stock Issued for Services

Our accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions of Emerging Issues Task Force (“EITF”) 96-18, Accounting for Equity Instruments That are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goodsor Services, codified into ASC 505 Equity. The measurement date for the fair value of the equity instruments issued is determined at the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendor's performance is complete. In the case of equity instruments issued to consultants, the fair value of the equity instrument is recognized over the term of the consulting agreement at various performance completion dates, and for unvested instruments, at each reporting date. Compensation expense, once recorded, may not be reversed.

Recently Issued Accounting Standards

The Company has implemented all new accounting pronouncements that are in effect and may impact its financial statements. It does not believe that any other new accounting pronouncements have been issued that could have a material impact on its financial position and results of operations.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our consolidated financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources.

Emerging Growth Company

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. Certain specified reduced reporting and other regulatory requirements that are available to public companies that are emerging growth companies include:

1.	an exemption from the auditor attestation requirement in the assessment of our internal controls over financial reporting required by Section 404 of the Sarbanes-Oxley Act of 2002;
2.	an exemption from the adoption of new or revised financial accounting standards until they apply to private companies;
3.	an exemption from compliance with any new requirements adopted by the Public Company Accounting Oversight Board, or the PCAOB, requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about our audit and our financial statements; and
4.	reduced disclosure about our executive compensation arrangements.

We have elected to take advantage of the exemption from adopting new or revised financial accounting standards until they apply to private companies. As a result of this election, our financial statements may not be comparable to those of public companies required to adopt these new requirements.

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As a smaller reporting company, we have elected not to provide the disclosure required by this item.

Item 4.	Controls and Procedures

Disclosure Controls and Procedures

We have established disclosure controls and procedures that are designed to ensure that information required to be disclosed in reports filed or submitted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission and, as such, is accumulated and communicated to our Chief Executive Officer and Chief Financial Officer, Adam Clode who serves as our principal executive officer, Adam Clode who serves as our principal accounting and financial officer, as appropriate, to allow timely decisions regarding required disclosure. Mr. Clode evaluated the effectiveness of our disclosure controls and procedures, as defined in Rule 13a-15(e) of the Exchange Act, as of June 30, 2025. Based on their evaluation, Adam Clode concluded that, due to a material weakness in our internal control over financial reporting as described below, our disclosure controls and procedures were not effective as of June 30, 2025. In light of the material weakness in internal control over financial reporting, we completed substantive procedures, including validating the completeness and accuracy of the underlying data used for accounting prior to filing this Quarterly Report on Form 10-Q.

These additional procedures have allowed us to conclude that, notwithstanding the material weakness in our internal control over financial reporting, the consolidated financial statements included in this report fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with accounting principles generally accepted in the United States of America.

Changes in Internal Control Over FinancialReporting

There has been no change in our internal control over financial reporting, as defined in Rules 13a-15(f) of the Exchange Act, during our most recent fiscal quarter ended June 30, 2024, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II—OTHER INFORMATION

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds

On January 28, 2025, the Board of Directors of the Company approved a new issuance of 300,000 shares of common stock to certain related parties in recognition of their service as directors and officers of the Company for the fiscal years 2020 through 2024.

The securities were issued pursuant to Section 4(a)(2) and/or Rule 506(b) of Regulation D of the Securities Act of 1933, as transactions not involving a public offering.

Item 5.	Other Information

During the quarter ended June 30, 2025, no director or officer adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K.

Item 6.	Exhibits
SEC Ref. No.	Title of Document
---	---
10.1*	Share Exchange Agreement dated June 30, 2025, by and between Tribal Rides International Corp. and the members of SUPA Food Services LLC.
31.1*	Rule 13a-14(a) Certification by Principal Executive Officer
31.2*	Rule 13a-14(a) Certification by Principal Financial and Accounting Officer
32.1**	Section 1350 Certification of Principal Executive Officer
32.2**	Section 1350 Certification of Principal Financial and Accounting Officer
101.INS*	XBRL Instance Document
101.SCH*	XBRL Taxonomy Extension Schema Document
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document
104*	Cover Page Interactive Data File (formatted in iXBRL, and<br> included in exhibit 101)

__________________

*Filed with this Report.

**Furnished with this Report.

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SIGNATURES

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 thereunto duly authorized.

	TRIBAL RIDES INTERNATIONAL CORP.
Date: September 18, 2025	By:	/s/ Adam Clode
		Adam Clode, Chief Executive Officer<br><br> <br>(Principal Executive Officer)

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Exhibit 10.1

SHARE EXCHANGE AGREEMENT

This Share Exchange Agreement ("the Agreement"), dated as of the 30th day of June 2025, is by and between:

Party-1: TRIBAL RIDES INTERNATIONAL CORP., 26060 Acero, Mission Viejo, CA, 92691, a Nevada Corporation (the "Company"); and

Party-2: SUPA Food Services LLC, a Delaware limited liability company, 530 Technology Drive, Suite 100, Irvine, CA 92618 ("Target" or "SUPA").

Party-1 and Party-2 are referred to individually and jointly in the Agreement as a "Party" or "Parties" with reference to the following:

RECITALS:

A. The Company is prepared to acquire approximately 100.00% of the issued and outstanding shares of capital stock in Target;

B. Target is 100% owned by Selling Shareholders ("SUPA MEMBER(S)");

C. The Company has issued capital stock of 39,935,500 shares of $0.00001 par value common stock, with 500,000,000 common shares authorized and zero preferred shares authorized. The shares of common stock of the Company are registered under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are publicly traded on the Expert Markets of the OTC Markets (“OTC”) under the symbol “XNDA.” Upon the Closing (as defined below in Section 1.2.1), the Company will issue 250,000,000 shares of its common stock to the SUPA Member (s) in exchange for all membership interests of Target, representing one hundred percent (100%) of the issued and outstanding capital stock of SUPA.

D. All “$” means United States Dollars herein, unless specifically indicated otherwise;

E. It is the intention of the Parties that: (i) the issuance and exchange of the respective shares of the Parties hereunder shall qualify as a tax-free reorganization under Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”); and (ii) that said exchange shall qualify as a transaction in “securities” exempt from registration or qualification under the United States Securities Act of 1933, as amended and in effect on the Closing of this Agreement (the “Securities Act”); and

F. The Parties agree that the Annexes hereto shall be “Exhibits” to this Agreement. Though the documents or information mentioned in the Annexes shall not be “Exhibits” to the Agreement, they shall be integral to the representations and warranties of the respective Parties in all respects and made a part hereof for all such purposes.

NOW, THEREFORE, the Parties hereto agree as follows:

1.	ARTICLE 1

THE TRANSACTION

1.1. At the Closing, a minimum of 100.00% of membership interest of Target shall be acquired by the Company, being all membership interests of Target, in exchange for 250,000,000 newly issued “restricted” common shares of the Company to be issued to SUPA MEMBER(S) and which shall represent the full and complete consideration paid under this Agreement for the 100.00% acquisition of Target (the "Consideration").

1.2. At the Closing, Target will become a majority-owned subsidiary of the Company.

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1.3. At the Closing, SUPA MEMBER(S) will transfer to the Company a minimum of 100.00% of the shares of stock in Target, and all of such shares shall be transferred to the Company free and clear from all security interests, liens, judgments, or other encumbrances, such that the Company shall then become the 100.00% owner of all issued and outstanding shares of Target. SUPA MEMBER(S) shall exchange their certificates representing Target shares for the Company Shares by delivering such stock certificates to the Company duly executed and endorsed in the blank (or accompanied by duly executed stock powers duly endorsed in blank), in each case in proper form for transfer, with signatures guaranteed (unless waived by the Company), and, if applicable, with all stock transfer and any other required documentary stamps affixed thereto with appropriate instructions to authorize the Company’s transfer agent to exchange Company Shares for Target Shares.

1.4. At the Closing, SUPA MEMBER(S) will arrange for the signing and delivery of all auxiliary documents substantially similar to those described in the Closing Memorandum (Annex A) of this Agreement and other legal documents as may become needed to conclude the transaction in the State of California and perfect it in such other jurisdictions where the Company may have its interests in, including but not limited to, other states in the United States of America and elsewhere.

1.5. At the Closing, the Company shall deliver the Consideration in accordance with this Agreement to SUPA MEMBER(S) such that SUPA MEMBER(S) shall receive 400 million shares of the Company’s common stock for all membership interests of Target‘s stock.

1.6. The Company Shares issued and delivered to SUPA MEMBER(S) shall be subject to resale restrictions imposed pursuant to the Securities Act and thus restricted for at least twelve (12) months from the date on which the Company files all of its Form 10 Information with the U.S. Securities and Exchange Commission following the date of issuance.

1.7. SUPA MEMBER(S) acknowledges that the Company Shares are being issued pursuant to an exemption from the registration requirements promulgated by the U.S. Securities and Exchange Commission and agrees to abide by all applicable resale restrictions and hold periods imposed by applicable securities legislation.

2.	ARTICLE 2

THE CLOSING

2.1 The Closing of the Agreement (the “Closing) shall take place on or before June 30, 2025 USA EST and subject to the conditions to the Closing set forth in this Agreement having been satisfied or waived, or at such other time and date as the Parties hereto shall agree in writing (the "Closing Date"), simultaneously at the offices of Target 530 Technology Drive, Suite 100, Irvine, CA 92618 and the offices of The Company and electronically as required. The parties will use their good faith efforts to attempt to close the transaction on June 30, 2025, or as soon thereafter as reasonably practicable, provided, however, that the record date for the stock issued hereunder shall be June 30, 2025.

3.	ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company hereby represents and warrants to Target that:

3.1 The Company shall deliver to Target on or before the Closing of each of the following:

(a) Financial Statements. Financial statements for the fiscal years ended December 31, 2024, and 2023, including, but not limited to, balance sheets and profit and loss statements, prepared in accordance with United States generally accepted accounting principles and which fairly present the financial condition of the Company at the date or dates thereof. (Annex B).

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3.2 Organization, Standing, and Power. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Nevada, with all requisite corporate power to own or lease its properties and carry on its business as it is now being conducted.

3.3 Qualification. The Company is duly qualified and is licensed as a Nevada corporation authorized to do business in each jurisdiction wherein it conducts its business operations.

Capitalization of the Company. On the Closing Date, immediately before the Closing, the Company shall have 439,935,500 shares of common stock, $0.00001 par value per share issued;

3.4 Authority. The execution and delivery of this Agreement and consummation of the transactions contemplated herein have been duly authorized by all necessary corporate action, including, but not limited to, duly and validly authorized action and approval by the Board of Directors on the part of the Company. This Agreement constitutes the valid and binding obligation of the Company and is enforceable against it in accordance with its terms, subject to the principles of equity applicable to the availability of the remedy of specific performance. The Company has duly executed this Agreement, and the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement shall not result in any breach of any terms or provisions of the Company's Certificates and Articles of Incorporation or Bylaws or of any other document of organization, agreement, court order or instrument to which the Company is a party or bound by.

3.5 Absence of Undisclosed Liabilities. The Company has no material liabilities of any nature, whether fixed, absolute, contingent, or accrued, which were not reflected on the financial statements set forth in Annex B or otherwise disclosed in this Agreement or any of the Annexes delivered hereunder or Exhibits attached hereto.

3.6 Absence of Changes. Since December 31, 2024, there has not been any material adverse change in the condition (financial or otherwise), assets, liabilities, earnings, or business of the Company, except for changes occurring in the ordinary course of business, and those changes contemplated by this Agreement.

3.7 Tax Matters. All taxes and other assessments and levies that the Company is required by applicable law to withhold or to collect have been duly withheld and collected and have been paid over to the proper government authorities or are held by the Company in separate bank accounts for such payment or are represented by depository receipts, and all such withholdings and collections and all other payments due in connection therewith (including, without limitation, employment taxes, both the employee's and employer's share) have been paid over to the government or placed in a separate and segregated bank account for such purpose. There are no known deficiencies in income taxes for any periods, and further, the representations and warranties as to the absence of undisclosed liabilities contained in Section 3.5 Includes any and all tax liabilities of whatsoever kind or nature (including, without limitation, all United States federal, state, or local, and foreign income, profit, franchise, sales, use, and property taxes) due or to become due, incurred in respect of or measured by the Company's income or business prior to the Closing Date.

3.8 Options, Warrants, Etc. Except as otherwise described in Section 4.8, there are no outstanding options, warrants, calls, commitments, or agreements of any character to which the Company is a party or by which the Company is bound or is a party, calling for the issuance of shares of capital stock of the Company or any securities representing the right to purchase or otherwise receive any such capital stock of the Company.

3.9 Brokers and Finders. The Company shall be solely responsible for payment to any broker or finder retained by the Company for any brokerage fees, commissions, or finders' fees in connection with the transactions contemplated herein.

3.10 Accuracy of Information. No representation or warranty by the Company contained in this Agreement and no statement contained in any certificate or other instrument delivered or to be delivered to Party 2 pursuant hereto or in connection with the transactions contemplated hereby (including without limitation all Annexes and Exhibits hereto) contains or will contain any untrue statement of material fact or omits or will omit to state any material fact necessary in order to make the statements contained herein or therein not misleading.

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3.11 Subsidiaries. The Company does not have any other subsidiaries or own capital stock representing 10% or more of the issued and outstanding stock of any other corporation.

3.12 Consents. Except as specifically listed, no consent or approval of, or registration, qualification, or filing with, any governmental authority or other person is required to be obtained or accomplished by the Company or any shareholder thereof in connection with the consummation of the transactions contemplated hereby.

3.13 Improper Payments. Neither the Company nor any person acting on behalf of the Company has made any payment or otherwise transmitted anything of value, directly or indirectly, to (a) any official or any government or agency or political subdivision thereof for the purpose of influencing any decision affecting the business of the Company (b) any customer, supplier or competitor of the Company or employee of such customer, supplier or competitor, for the purpose of obtaining, retaining or directing

3.14 business for the Company or (c) any political party or any candidate for elective political office, nor has any fund or other asset of the Company been maintained that was not fully and accurately recorded on the books of account of the Company.

3.15 Copies of Documents. The Company has made available for inspection and copying by Party 2 and its or his duly authorized representatives and will continue to do so at all times true and correct copies of all documents that it has filed with the U.S. Securities and Exchange Commission (“SEC”) and all other governmental agencies which are material to the terms and conditions contained in this Agreement. Furthermore, all filings by the Company with the SEC and all other governmental agencies, including, but not limited to, the United States Internal Revenue Service, have contained information that is true and correct, to the best knowledge of the Board of Directors of the Company, in all material aspects and did not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements made therein not misleading or which could have any material adverse effect upon the financial condition or operations of the Company or adversely affect the objectives of this Agreement with respect to Target including, but not limited to, the issuance and subsequent trading of the shares of common stock of the Company to be received hereby, subject to compliance by the shareholders with applicable securities laws, rules, and regulations.

3.16 Environmental Compliance. Except in compliance with Environmental Laws, the Company has not caused or permitted, and the Company does not know, any material release or disposal by any person of any hazardous substance on or from any premises formerly or presently used in the business. All hazardous substances generated, handled, stored, treated, processed, transported, or disposed of in the course of the business have been generated, handled, stored, treated, processed, transported, or disposed of in all material respects, in compliance with applicable Environmental Laws and any environmental permits.

4.	ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF TARGET

Party 2, on behalf of Target and any beneficial or nominal owner of Target, in all material respects and as may be applicable to complete the acquisition of Target by the Company, hereby represents and warrants to the Company as follows:

4.1 Party 2 shall deliver to the Company, on or before the Closing, the following, accompanied by English language translation:

(a) Financial Statements. Financial statements of Target for the period from inception to December 2024, prepared in accordance with US generally accepted accounting (GAAP) principles, and which fairly present the financial condition of Target at the date thereof

(b) Shareholders. A complete list of all persons or entities holding capital stock or participatory interest of Target or any rights to subscribe for, acquire, or receive shares of the capital stock of Target (whether warrants, calls, options, or conversion rights), including copies of all stock option plans, whether qualified or nonqualified, and other similar agreements.

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4.2 Organization, Standing, and Power. Target is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. It possesses all the requisite corporate power to own or lease its properties and conduct its business as it is currently being conducted.

4.3 Qualification. Target is duly qualified and licensed as a foreign corporation authorized to conduct business in each jurisdiction where it operates. Such jurisdictions are the only jurisdictions in which Target is duly qualified and licensed as a foreign corporation

4.4 Authority. The execution and delivery of this Agreement and consummation of the transactions contemplated herein have been duly authorized by all necessary corporate action, including but not limited to duly and validly authorized action and approval by the Board of Directors or other required persons on behalf of Target, and by SUPA MEMBER(S). This Agreement constitutes the valid and binding obligation of Target and SUPA MEMBER(S), enforceable against Target and each Participant 1 through 15 in accordance with its terms, subject to the principles of equity applicable to the availability of the remedy of specific performance. This Agreement has been duly executed, as applicable, by Target and SUPA MEMBER(S), and the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement shall not result in any breach of any terms or provisions of Target's Articles of Incorporation or Bylaws or of any other agreement, court order or instrument to which Target or SUPA MEMBER(S) is a party or bound.

4.5 Absence of Undisclosed Liabilities. Target has no material liabilities of any nature, whether fixed, absolute, contingent, or accrued, which were not reflected on the financial statements or otherwise disclosed in this Agreement or any of the Annexes or Exhibits attached hereto.

4.6 Absence of Changes. Since the period from inception through December 31, 2024, and to the date hereof, there has not been any material adverse change in the condition (financial or otherwise), assets, liabilities, earnings, or business of Target, except for changes resulting from completion of those transactions contemplated herein.

4.7 Tax Matters. All taxes and other assessments and levies that Target is required by applicable law to withhold or to collect have been duly withheld and collected and have been paid over to the proper government authorities or are held by Target in separate bank accounts for such payment or are represented by depository receipts, and all such withholdings and collections and all other payments due in connection therewith (including, without limitation, employment taxes, both the employee's and employer's share) have been paid over to the government or placed in a separate and segregated bank account for such purpose. There are no known deficiencies in income taxes for any periods, and further, the representations and warranties as to the absence of undisclosed liabilities contained in Section 4.5 include any and all tax liabilities of whatsoever kind or nature (including, without limitation, all federal, provincial, local and foreign income, profit, franchise, sales, use and property taxes) due or to become due, incurred in respect of or measured by Target income or business prior to the Closing Date.

4.8 Options, Warrants, etc. Except as otherwise described, there are no outstanding options, warrants, calls, commitments, or agreements of any character to which Target or its shareholders are a party or by which Target or its shareholders are bound, or are a party, calling for the issuance of shares of capital stock of Target or any securities representing the right to purchase or otherwise receive any such capital stock of Target.

4.9 Title to Assets. Except for liens set forth in the financial statements, Target is the sole and unconditional owner of, with good and marketable title to, all the assets and patents listed in the Annexes as owned by them, and all other property and assets are free and clear of all mortgages, liens, pledges, charges, or encumbrances of any nature whatsoever.

4.10 Agreements in Force and Effect. Except as disclosed, Target has not breached any material provision of and is not in default in any material respect under the terms of any such contract, agreement, plan, promissory note, mortgage, lease, policy, license, franchise, or similar instrument which breach or default would have a material adverse effect upon the business, operations or financial condition of Target.

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4.11 Legal Proceedings, Etc. Except as disclosed, there are no civil, criminal, administrative, arbitration, or other such proceedings or investigations pending or, to the knowledge of the Parties, threatened, in which, individually or in the aggregate, an adverse determination would materially and adversely affect the assets, properties, business, or income of Target. Target has substantially complied with and is not in default in any material respect under any laws, ordinances, requirements, regulations, or orders applicable to its businesses.

4.12 Governmental Regulation. To the knowledge of the Parties, Target is not in violation of or in default with respect to any applicable law or any applicable rule, regulation, order, writ, or decree of any court or any governmental commission, board, bureau, agency, or instrumentality, or delinquent with respect to any report required to be filed with any governmental commission, board, bureau, agency or instrumentality which violation or default could have a material adverse effect upon the business, operations or financial condition of Target.

4.13 Broker and Finders. Party 2 shall be solely responsible for payment to any broker or finder retained by Party 2 for any brokerage fees, commissions, or finders' fees in connection with the transactions contemplated herein.

4.14 Accuracy of Information. No representation or warranty by SUPA MEMBER(S) contained in this Agreement and no statement contained in any certificate or other instrument delivered or to be delivered to the Company pursuant hereto or in connection with the transactions contemplated hereby (including without limitation all Annexes and Exhibits hereto) contains or will contain any untrue statement of a material fact or omits or will omit to state any material fact necessary in order to make the statements contained herein or therein not misleading.

4.15 Subsidiaries. Except as disclosed, Target does not have any other subsidiaries or own capital stock representing ten percent (10%) or more of the issued and outstanding stock of any other corporation.

4.16 Consents. Except as disclosed, no consent or approval of, or registration, qualification, or filing with, any other governmental authority or other person is required to be obtained or accomplished by Target in connection with the consummation of the transactions contemplated hereby.

4.17 Improper Payments. No person acting on behalf of Target has made any payment or otherwise transmitted anything of value, directly or indirectly, to (a) any official or any government or agency or political subdivision thereof for the purpose of influencing any decision affecting the business of Target, or (b) any political party or any candidate for elective political office, nor has any fund or other asset of Target been maintained that was not fully and accurately recorded on the books of account of Target.

4.18 Copies of Documents. Target has made available for inspection and copying by the Company and its duly authorized representatives, and will continue to do so at all times, true and correct copies of all documents that it has filed with any governmental agencies that are material to the terms and conditions contained in this Agreement. Furthermore, all filings by Target with governmental agencies, including but not limited to any taxing authority, have contained information that is true and correct in all material respects and did not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements made therein not misleading or which could have any material adverse effect upon the financial condition or operations of Target or adversely affect the objectives of this Agreement.

4.19 Status of Target’s Shares. SUPA MEMBER(S) represents individually as to all of the shares of Target capital stock owned by the said shareholder, that the shares are owned free and clear of all security interests, liens, judgments, and other encumbrances, and will be transferred to the Company at the Closing free and clear from all security interests, liens, judgments, and other encumbrances.

4.20 Sophisticated Investors. SUPA MEMBER(S) is a sophisticated investor, able to understand the merits and risks of entering into this Agreement and consummating the transactions contemplated herein, and has had access to all information concerning the Company, its assets, liabilities, and business that SUPA MEMBER(S) believes is material to their respective investment decisions.

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4.21 Environmental Compliance. Except in compliance with Environmental Laws, Target has not caused or permitted, and Target does not know, any material release or disposal by any person of any hazardous substance on or from any premises formerly or presently used in the business. All hazardous substances generated, handled, stored, treated, processed, transported, or disposed of in the course of the business have been generated, handled, stored, treated, processed, transported, or disposed of in all material respects, in compliance with applicable Environmental Laws and any environmental permits.

5.	ARTICLE 5

CONDUCT AND TRANSACTIONS PRIOR TO THE

EFFECTIVE TIME OF THE SHARE EXCHANGE

5.1 Parties’ Conduct and Transactions. During the period from the date hereof to the date of Closing, the Parties shall cause the Company and Target to:

(a) Conduct their operations in the ordinary course of business, including but not limited to paying all obligations as they mature, complying with all applicable tax laws, filing all tax returns required to be filed, and paying all taxes due;

(b) Maintain their records and books of account in a manner that fairly and correctly reflects their income, expenses, assets, and liabilities;

5.2 The Company Conduct and Transactions. Except as otherwise provided for in this Agreement, the Company shall not, during such period, except in the ordinary course of business, without the prior written consent of Target:

(a) Except as otherwise contemplated or required by this Agreement, sell, dispose of, or encumber any of its properties or assets;

(b) Declare or pay any dividends on shares of its capital stock or make any other distribution of assets to the holders thereof;

(c) Issue, reissue or sell, or issue options or rights to subscribe to, or enter into any contract or commitment to issue, reissue or sell, any shares of its capital stock or acquire or agree to acquire any shares of its capital stock, except as provided herein in Recital C, and Sections 7.1;

(d) Except as otherwise contemplated and required by this Agreement, amend its Articles of Incorporation or merge or consolidate with or into any other corporation or sell all or substantially all of its assets or change in any manner the rights of its capital stock or other securities;

(e) Except as contemplated or required by this Agreement, pay or incur any obligation or liability, direct or contingent, of more than $1,000, other than in the ordinary course of business, excluding such payment as may be required for completion and the closing of the transactions described in this Agreement;

(f) Incur any indebtedness for borrowed money, assume, guarantee, endorse, or otherwise become responsible for obligations of any other party, or make loans or advances to any other party, excluding the transactions contemplated by this Agreement;

(g) Make any material change in its insurance coverage;

(h) Increase in any manner the compensation, direct or indirect, of any of its officers or executive employees, except in accordance with existing employment contracts;

(i) Enter into any agreement or make any commitment to any labor union or organization;

(j) Make any capital expenditures, excluding the transactions contemplated by this Agreement.

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5.3 Conduct and Transactions of Target. During the period from the date hereof to the date of Closing, Target shall:

(a) Obtain an Investment Letter from each of the beneficiary shareholders or owners of Target in a form substantially like that attached hereto as Exhibit “B.”

(b) Target’s operations are conducted in the ordinary course of business.

5.4 Except as otherwise provided for in this Agreement, Target shall not, during such period, except in the ordinary course of business, without the prior written consent of the Company:

(a) Except as otherwise contemplated or required by this Agreement, sell, dispose of, or encumber any of the properties or assets of Target;

(b) Declare or pay any dividends on shares of its capital stock or make any other distribution of assets to the holders thereof;

(e) Except as otherwise contemplated and required by this Agreement, pay or incur any obligation or liability, direct or contingent, of more than $1,000, other than in the ordinary course of business;

(f) Except as otherwise contemplated and required by this Agreement, incur any indebtedness for borrowed money, assume, guarantee, endorse, or otherwise become responsible for obligations of any other party, or make loans or advances to any other party, other than in the ordinary course of business;

(g) Make any material change in its insurance coverage;

(h) Increase in any manner the compensation, direct or indirect, of any of its officers or executive employees, except in accordance with existing employment contracts;

(i) Enter into any agreement or make any commitment to any labor union or organization;

(j) Make any material capital expenditures.

(k) Unless contemplated by this Agreement, any of the foregoing actions can be taken by any subsidiary of Target.

6.	ARTICLE 6

RIGHTS OF INSPECTION

6.1 During the period from the date of this Agreement to the Closing Date, the Company and Target agree to use their best efforts to give the other Party, including its representatives and agents, full access to the premises, books, and records of each of the Parties, and to furnish the other with such financial and operating data and other information including, but not limited to, copies of all legal documents and instruments referred to on any Annex or Exhibit hereto, with respect to the business and properties of the Company or Target or otherwise as may be necessary for the completion of the transactions contemplated hereby, as the case may be, as the other shall from time to time request; provided, however, if there are any such investigations:

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1) they shall be conducted in such a manner as not to unreasonably interfere with the operation of the business of the other Parties and

2) Such right of inspection shall not affect in any way whatsoever any of the representations or warranties given by the respective Parties hereunder. In the event of termination of this Agreement, the Company and Target will each return to the other all documents, work papers, and other materials obtained from the other Party in connection with the transactions contemplated hereby and will take such other steps necessary to protect the confidentiality of such material.

7.	ARTICLE 7

CONDITIONS TO CLOSING

7.1 Conditions to Obligations of Target. The obligations of Target to perform this Agreement are subject to the satisfaction of the following conditions on or before the Closing, unless waived in writing.

(a) Representations and Warranties. There shall be no information disclosed in the Annexes delivered by SUPA MEMBER(S), which, in the opinion of the Company, would materially adversely affect the proposed transaction and intent of the Parties as set forth in this Agreement. The representations and warranties of SUPA MEMBER(S) set forth in Article 4 hereof shall be true and correct in all material respects as of the date of this Agreement and as of the Closing as though made on and as of the Closing, except as otherwise permitted by this Agreement.

(b) Performance of Obligations. The SUPA MEMBER(S) shall have, in all material respects, performed all agreements required to be performed by it under this Agreement and shall have performed in all material respects any actions contemplated by this Agreement prior to or on the Closing, and SUPA MEMBER(S) shall have complied in all material respects with the course of conduct required by this Agreement.

(c) Corporate Action. SUPA MEMBER(S) shall have furnished minutes, certified copies of corporate resolutions, and/or other documentary evidence satisfactory to the Company that SUPA MEMBER(S) has submitted with this Agreement and any other documents required hereby to such Parties for approval as provided by applicable law.

(d) Consents. Execution of this Agreement by the shareholders of Target and any consents necessary for or approval of any Party listed on any Annex whose consent or approval is required pursuant thereto shall have been obtained.

(e) Statutory Requirements. All statutory requirements for the valid consummation by SUPA MEMBER(S) of the transactions contemplated by this Agreement shall have been fulfilled.

(f) Governmental Approval. All authorizations, consents, approvals, permits, and orders of all federal and state governmental agencies required to be obtained by SUPA MEMBER(S) for consummation of the transactions contemplated by this Agreement shall have been obtained.

(g) Changes in Target's financial condition. There shall not have occurred any material adverse change in the financial condition or the operations of the business of Target, except expenditures in furtherance of this Agreement, and excluding the transactions contemplated by this Agreement.

(h) Absence of Pending Litigation. Target is not engaged in or threatened with any suit, action, legal, administrative, or other proceedings or governmental investigations pertaining to this Agreement or the consummation of the transactions contemplated hereunder.

(i) Authorization for Issuance of Stock. The Company shall have received a letter in form and substance satisfactory to it, instructing and authorizing the Registrar and Transfer Agent for the shares of common stock of Target to issue stock certificates representing ownership of Target common stock to the Company in accordance with the terms of this Agreement.

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7.2Conditions or Obligations on behalf of The Company

(a) Representations and Warranties. There shall be no information disclosed in the Annexes delivered by the Company that, in the opinion of the SUPA MEMBER(S), would materially adversely affect the proposed transaction and intent of the Parties as set forth in this Agreement. The representations and warranties set forth in Article 3 hereof shall be true and correct in all material respects as of the date of this Agreement and as of the Closing as though made on and as of the Closing, except as otherwise permitted by this Agreement.

(b) Performance of Obligations. Company shall have in all material respects performed all agreements required to be performed by it under this Agreement and shall have performed in all material respects any actions contemplated by this Agreement prior to or on the Closing, and Company shall have complied in all respects with the course of conduct required by this Agreement.

(c) Statutory Requirements. All statutory requirements for the valid consummation by SUPA MEMBER(S) and of the transactions contemplated by this Agreement shall have been fulfilled.

(d) Governmental Approval. All authorizations, consents, approvals, permits, and orders of all federal and state governmental agencies required to be obtained by the Company for consummation of the transactions contemplated by this Agreement shall have been obtained.

(e) Absence of Pending Litigation. The Company is not engaged in or threatened with any suit, action, legal, administrative, or other proceedings or governmental investigations pertaining to this Agreement or the consummation of the transactions contemplated hereunder.

8.	ARTICLE 8

MATTERS SUBSEQUENT TO CLOSING

8.1 Covenant of Further Assurance. The Parties covenant and agree that they shall, from time to time, execute and deliver or cause to be executed and delivered all such further instruments of conveyance, transfer, assignments, receipts, and other instruments and shall take or cause to be taken such further or other actions as the other Party or Parties to this Agreement may reasonably deem necessary in order to carry out the purposes and intent of this Agreement.

9.	ARTICLE 9

NATURE AND SURVIVAL OF REPRESENTATIONS

9.1 All statements contained in any written certificate, Annex, exhibit, or other written instrument delivered by the Company or Target or otherwise pursuant hereto, or otherwise adopted by the Company, by its written approval, or by Target by its written approval, or in connection with the transactions contemplated hereby, shall be deemed representations and warranties by the Company or Target, as the case may be. All representations, warranties, and agreements made by either Party shall survive for two years, or until the discovery of any claim, loss, liability, or other matter based on fraud, if longer, but not longer than three years from the date hereof.

10.	ARTICLE 10

TERMINATION OF AGREEMENT

AND ABANDONMENT OF THE MERGER

10.1 Termination. Anything herein to the contrary notwithstanding, this Agreement and any agreement executed as required hereunder and the acquisition contemplated hereby may be terminated at any time before the Closing as follows:

(a) By mutual written consent of the Parties.

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(b) By the Board of Directors of the Company, if any of the conditions set forth in Section 7.1 shall not have been satisfied by the Closing Date.

10.2 Termination of Obligations and Waiver of Conditions; Payment of Expenses. In the event that this Agreement and the acquisition are terminated and abandoned pursuant to this Article 10 Hereof, this Agreement shall become void and of no force and effect, and there shall be no liability on the part of any of the Parties hereto or their respective directors, officers, shareholders, or controlling persons to each other. Each Party hereto will pay all costs and expenses incident to its or its counsel's negotiation and preparation of this Agreement and any of the documents evidencing the transactions contemplated hereby, including fees, expenses, and disbursements of counsel.

11.	ARTICLE 11

EXCHANGE OF SHARES

11.1 Exchange of Shares. At the Closing, the Company shall issue a letter to the transfer agent of the Company, accompanied by a copy of the resolution of the Board of Directors of the Company, authorizing and directing the issuance of the Company's shares as contemplated by this Agreement. At the Closing, SUPA MEMBER(S) shall deliver his/her/its share certificate representing all of the shares of Target’s capital shares being transferred to the Company, duly endorsed in blank.

11.2 Restrictions on Shares Issued to SUPA MEMBER(S). Due to the fact that SUPA MEMBER(S) will receive shares of the Company’s common stock in connection with the acquisition, which has not been registered under the Securities Act by virtue of the exemption provided in Section 4(2) of the Securities Act and SEC Rule 506 or SEC Regulation S, stock certificates representing those shares of the Company will contain the following legend or a reasonable facsimile thereof:

“The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended. The shares have been acquired for investment and may not be sold or offered for sale in the absence of an effective registration statement for the shares under the Securities Act of 1933, as amended, or an opinion of counsel to the Corporation that such registration is required.”

12.	ARTICLE 12

MISCELLANEOUS

12.1 Construction. This Agreement shall be construed and enforced in accordance with the laws of the State of California, excluding the conflicts of laws.

12.2 Notices. All notices necessary or appropriate under this Agreement shall be effective when personally delivered or deposited in the United States mail, postage prepaid, certified or registered, return receipt requested, and addressed to the Parties' last known addresses, which are currently located at the addresses in the recitals of descriptions in this Agreement.

12.3 Amendment and Waiver. The Parties hereby may, by mutual agreement in writing signed by each Party, amend this Agreement in any respect. Any term or provision of this Agreement may be waived in writing at any time by the Party, which is entitled to the benefits thereof; such waiver right shall include, but not be limited to, the right of either Party to:

(a) Extend the time for the performance of any of the obligations of the other;

(b) Waive any inaccuracies in representations by the other contained in this Agreement or in any document delivered pursuant hereto;

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(c) Waive compliance by the other with any of the covenants contained in this Agreement and performance of any obligations by the other; and

(d) Waive the fulfillment of any condition that is precedent to the performance by the Party, waiving any of its obligations under this Agreement. Any writing on the part of a Party relating to such amendment, extension, or waiver as provided in this Section 12.3 Shall be valid if authorized or ratified by the Board of Directors of such Party.

12.4 Remedies Not Exclusive. No remedy conferred by any of the specific provisions of this Agreement is intended to be exclusive of any other remedy, and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise. The election of any one or more remedies by the Company or Target shall not constitute a waiver of the right to pursue other available remedies.

12.5 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute the same instrument. A facsimile signature or email of a PDF file of a signature shall be accepted and deemed to be a valid execution of this Agreement.

12.6 Benefit. This Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of the Company and the Target, as well as their participants and shareholders.

12.7 Entire Agreement. This Agreement and the Annexes and Exhibits attached hereto represent the entire agreement of the undersigned regarding the subject matter hereof and supersedes all prior written or oral understandings or agreements between the Parties; provided, however, the Annexes shall not be considered “Exhibits” to this Agreement.

12.8 Each Party to Bear its Own Expense. The Company and Target shall each bear their own respective expenses incurred in connection with the negotiation, execution, closing, and performance of this Agreement, including counsel fees and accountant fees.

12.9 Captions and Section Headings. Captions and section headings used herein are for convenience only and shall not control or affect the meaning or construction of any provision of this Agreement.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written.

Party-1: TRIBAL RIDES INTERNATIONAL CORP.

By: Adam Clode, Director and CEO

Party-2: SUPA FOOD SERVICES LLC

BY: [], Managing Partner

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ANNEX A

SHARE EXCHANGE AGREEMENT

CLOSING MEMORANDUM

The Closing of the SHARE EXCHANGE AGREEMENT Preparation shall be conditional on the signing and execution of the following documents and such other documents required by the Share Exchange Agreement:

1.	Master Agreement: SHARE EXCHANGE AGREEMENT.
2.	Auxiliary Agreement 1. Any stock power or other document necessary or desirable to transfer Target's shares<br>to the company from SUPA MEMBER(S).
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3.	The delivery of such other documents as are required hereunder.
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4.	The delivery of the stock certificates issued by Target, which represent all of the issued and outstanding<br>shares of Target, which shares are being transferred to the Company pursuant to this Agreement, duly endorsed by each Participant.
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Exhibit 31.1

CERTIFICATION

I, Adam Clode, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of Tribal Rides International Corp.
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
---	---
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
---	---
4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
---	---
(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
---	---
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
---	---
(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
---	---
(d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
---	---
5.	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
---	---
(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
---	---
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
---	---
Date: September 18, 2025	/s/ Adam Clode
---	---
	Adam Clode, Chief Executive Officer (Principal Executive Officer)<br><br> <br>and Chief Financial Officer (Principal Financial and Accounting<br> Officer)

Exhibit 31.2

CERTIFICATION

I, Adam Clode, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of Tribal Rides International Corp.
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
---	---
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
---	---
4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
---	---
(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
---	---
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
---	---
(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
---	---
(d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
---	---
5.	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
---	---
(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
---	---
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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Date: September 18, 2025	/s/ Adam Clode
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	Adam Clode, Chief Executive Officer (Principal Executive Officer)<br><br> <br>and Chief Financial Officer (Principal Financial and Accounting<br> Officer)

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Tribal Rides International Corp. (the “Company”) on Form 10-Q for the period ended June 30, 2025, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Adam Clode, Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial and Accounting Officer) of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ Adam Clode

Adam Clode, Chief Executive Officer (Principal Executive Officer)

and Chief Financial Officer (Principal Financial and Accounting Officer)

September 18, 2025

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ Adam Clode

Adam Clode, Chief Executive Officer (Principal Executive Officer)

and Chief Financial Officer (Principal Financial and Accounting Officer)

September 18, 2025