8-K

SUPA Consolidated Inc. (SFCX)

8-K 2025-11-05 For: 2025-11-05
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Added on April 06, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the SecuritiesExchange Act of 1934

Date of Report (Date of earliest event reported): November 5, 2025

TRIBAL

RIDES INTERNATIONAL CORP.

(Exact name of registrant as specified in its charter)

Nevada 000-56366 37-1758469
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification Number)

530 Technology Drive, Suite 100, Irvine, CA 92618

(Address of principal executive offices, including zip code)

949-880-0900

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered
N/A N/A N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company    ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     ☐


Item 5.03 Amendments to Articles of Incorporation or Bylaws; Name change

Pursuant to Section 78.320 of the Nevada Revised Statutes, the Board of Directors and the holders representing a majority of issued and outstanding shares of Common Stock of Tribal Rides International Corp., a Nevada corporation (the “Corporation”), approved and adopted the following resolution as of September 29, 2025.

The name of the corporation is: SUPA Consolidated Inc.

A Certificate of Amendment was filed with the Nevada Secretary of State on October 9, 2025. On October 21, 2025, the state of Nevada approved the name change. We filed an application with the Financial Industry Regulatory Authority (“FINRA”) to change our name and our ticker symbol. Until that change is made, our ticker symbol remains XNDA.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangementsof Certain Officers.

On November 05, 2025, SUPA Consolidated Inc., a Nevada Corporation (the "Company"), appointed following officers and directors:

Yessenia Hernandez, age 37, Chief Executive Officer and Executive Director:

Ms. Hernandez originally joined Supa Food’s executive leadership team in 2023 as Chief Marketing Officer, bringing more than ten years of experience in fast-moving consumer goods (FMCG) brand management, marketing, and product development. Her career spans leadership positions in both the United States and South America with a focus on building transformational and sustainable food systems.

At Supa Food, Ms. Hernandez led the design and implementation of the Company’s traceable-sourcing platform, an initiative providing end-to-end visibility into product origin and supply-chain practices. This program enhances transparency for consumers and verifies adherence to ethical, environmental, and fair-labor standards across Supa Food’s portfolio.

In March 2025, Ms. Hernandez founded Mater/AQUA, a California-based nonprofit organization dedicated to reducing and eliminating plastic pollution by promoting reusable alternatives and circular-economy practices within the food and beverage industry.

Ms. Hernandez earned a bachelor’s degree in political science and government (Ciencias  Políticas y Gobierno) from Universidad EAFIT in 2014.

Hunter Gaylor, Director, age 35: ^(1)^

Mr. Gaylor is an internationally recognized executive and the founder and Managing Partner of SpencerPruitt, a multinational holding company and investment fund operating across technology, defense, aviation, hospitality, and government sectors. He brings extensive experience in structuring and executing complex corporate transactions in industries including aviation, technology, media, insurance, and commercial hospitality.

Since May 2021, Mr. Gaylor has also served in an international advisory capacity at Wall Street Capital Partners, a financial consultancy firm that has raised over $1 billion in capital and specializes in high-growth strategies, mergers, and acquisitions for global clients. In this role, he focuses on international relations and strategic development initiatives.

Mr. Gaylor is frequently featured as a contributor on media outlets such as Fox Business, Newsmax, and Bloomberg, where he offers commentary on capital markets, international policy, and corporate strategy. He has been entrusted to advise ultra-high-net-worth individuals, sovereign clients, government agencies, and VVIPs on cross-border negotiations, market entry, and investment structuring.

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As of May 2013, he holds a Bachelor of Liberal Arts in International Studies and Economics from Harvard University, and a professional certificate from the University of Oxford. Mr. Gaylor’s unique blend of public presence, geopolitical expertise, and leadership in international corporate affairs strengthens the Company’s strategic positioning and global development efforts.

^(1)^Mr. Gaylor is considered independent under NYSE and NASDAQ listing standards.

^^

On November 5, 2025, Adam Clode and John McMullen resigned as the CEO and the Director of the Company, respectively. Adam Clode continues as the Director of the Company.

Item 9.01 Financial Statements and Exhibits.

(d)       Exhibits.

Exhibit<br><br>Number Description of Exhibit
3.1 Certificate of Amendment to Articles of Incorporation filed with the Nevada Secretary of State effective October 09, 2025
104 Cover Page Interactive Data File (formatted in Inline XBRL)
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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 hereunto duly authorized.

Tribal Rides International Corp.
Date: November 5, 2025 By: /s/ Yessenia Hernandez
Yessenia Hernandez, Chief Executive Officer
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Exhibit 3.1

Name of entity as on file with the Nevada Secretary of State : Tribal Rides International Corp. Entity or Nevada Business Identification Number (NVID) : NV20141353904 1. Entity information Certificate to Accompany Restated Articles or Amended and Restated Articles Restated Articles - No amendments; articles are restated only and are signed by an officer of the corporation who has been authorized to execute the certificate by resolution of the board of directors adopted on: The certificate correctly sets forth the text of the articles or certificate as amended to the date of the certificate. Amended and Restated Articles * Restated or Amended and Restated Articles must be included with this filing type. 2. Restated or Amended and Restated Articles (Select one): (If amending and restating only, complete section 1, 2 and 6.) Certificate of Amendment to Articles of Incorporation (Pursuant to NRS 78.380 - Before Issuance of Stock) The undersigned declare that they constitute at least two - thirds of the following: (Check only one box) incorporators board of directors The undersigned affirmatively declare that to the date of this certificate, no stock of the corporation has been issued 3. Type of amendment filing being completed: (Select only one box): (If amending, complete section 1,3,5 and 6.) Certificate of Amendment to Articles of Incorporation (Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock) The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation* have voted in favor of the amendment is: Or No action by stockholders are required Officer"s Statement (foreign qualified entities only) - Name in home state, if using a modified name in Nevada: Jurisdiction of formation: Changes to takes the following effect: The entity name has been amended. Dissolution The purpose of the entity has been amended. Merger The authorized shares have been amended. Conversion Other: (specify changes) * Officer's Statement must be submitted with either a certified copy of or a certificate evidencing the filing of any document, amendatory or otherwise, relating to the original articles in the place of the corporations creation. FRANCISCO V. AGUILAR Secretary of State 401 North Carson Street Carson City, Nevada 89701 - 4201 (775) 684 - 5708 Website: www.nvsos.gov www.nvsilverflume.gov Profit Corporation: Certificate of Amendment (PURSUANT TO NRS 78.380 & 78.385/78.390) Certificate to Accompany Restated Articles or Amended and Restated Articles (PURSUANT TO NRS 78.403) Officer's Statement (PURSUANT TO NRS 80.030) TYPE OR PRINT - USE DARK INK ONLY - DO NOT HIGHLIGHT Business Number E0278042014 - 8 Filed in the Office of Filing Number 20255254468 Secretary of State State Of Nevada Filed On 10/21/2025 14:25:44 PM Number of Pages 3 This form must be accompanied by appropriate fees. page 1 of 3

Entity Name: SUPA Consolidated Inc. ShareTypeName SharesValue SharesQuantity ShareType ShareName Date: 10/21/2025 Time: (must not be later than 90 days after the certificate is filed) 4. Effective date and Time: (Optional) Changes to takes the following effect: The entity name has been amended. The registered agent has been changed. (attach Certificate of Acceptance from new registered agent) The purpose of the entity has been amended. The authorized shares have been amended. The directors, managers or general partners have been amended. IRS tax language has been added. Articles have been added . Articles have been deleted Other . The articles have been amended as follows : (provide article numbers, if available) (attach additional page(s) if necessary) 5. Information Being Changed: (Domestic corporations only) X Adam Clode Officer Signature of Officer, Incorporator or Authorized Signer Title *If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless to limitations or restrictions on the voting power thereof. 6. Signature: (Required) Please include any required or optional information in space below: (attach additional page(s) if necessary) FRANCISCO V. AGUILAR Secretary of State 401 North Carson Street Carson City, Nevada 89701 - 4201 (775) 684 - 5708 Website: www.nvsos.gov www.nvsilverflume.gov Profit Corporation: Certificate of Amendment (PURSUANT TO NRS 78.380 & 78.385/78.390) Certificate to Accompany Restated Articles or Amended and Restated Articles (PURSUANT TO NRS 78.403) Officer's Statement (PURSUANT TO NRS 80.030) This form must be accompanied by appropriate fees. page 2 of 3

NEVADA STATE BUSINESS LICENSE SUPA Consolidated Inc. Nevada Business Identification # NV20141353904 Expiration Date: 05/31/2026 In accordance with Title 7 of Nevada Revised Statutes, pursuant to proper application duly filed and payment of appropriate prescribed fees, the above named is hereby granted a Nevada State Business License for business activities conducted within the State of Nevada . Valid until the expiration date listed unless suspended, revoked or cancelled in accordance with the provisions in Nevada Revised Statutes. License is not transferable and is not in lieu of any local business license, permit or registration. License must be cancelled on or before its expiration date if business activity ceases. Failure to do so will result in late fees or penalties which, by law, cannot be waived . Certificate Number: B202510216198189 You may verify this certificate online at https://www.nvsilverflume.gov/home IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Great Seal of State, at my office on 10/21/2025. FRANCISCO V. AGUILAR Secretary of State