UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement
On May 28, 2025, Transuite.Org Inc. (the “Company” or “TRSO”) entered into a Letter of Intent (“LOI”) with Goldfinch Group Co., Limited (“Goldfinch”), a private company registered in Hong Kong, pursuant to which TRSO proposes to acquire 100% of the issued and outstanding shares of Goldfinch in exchange for newly issued shares of TRSO common stock (the “Transaction”).
The LOI outlines the following key terms: The Transaction will involve TRSO issuing shares of its common stock to Goldfinch shareholders based on an agreed valuation of Goldfinch, to be determined following due diligence. The Transaction is subject to several conditions, including satisfactory due diligence, approval by the boards of directors of both parties, absence of any material adverse changes, and receipt of all required consents. The LOI includes mutual confidentiality provisions and permits either party to terminate the LOI after due diligence if results are unsatisfactory.
The LOI does not create a binding obligation to complete the Transaction, which remains subject to the negotiation and execution of definitive agreements. A copy of the LOI is attached as Exhibit 10.1 and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure
On May 28, 2025, TRSO issued a press release announcing the LOI. A copy is attached as Exhibit 99.1.
The information in this Item 7.01 (including Exhibit 99.1) is furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to liability under that section.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description |
| 10.1 | Letter of Intent, dated May 28, 2025, between Transuite.Org Inc. and Goldfinch Group Co., Limited. |
| 99.1 | Press Release dated May 28, 2025. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
TRANSUTIE.ORG INC.
| Date: May 28, 2025 | By: | /s/ Mengqing Fan |
| Name: Mengqing Fan | ||
| Title: Chief Executive Officer | ||
LETTER OF INTENT
To the Board of Directors of Goldfinch Group Co., Limited:
This Letter of Intent (“LOI”) outlines the mutual understanding between Transuite.Org Inc., a public U.S. corporation (OTCQB: TRSO ) registered in the State of Nevada and Goldfinch Group Co., Limited, a private company registered in Hong Kong (“Goldfinch”), regarding a proposed transaction (the “Transaction”) in which TRSO will acquire 100% of the issued and outstanding shares of Goldfinch in exchange for newly issued shares of TRSO common stock, based on an agreed valuation of Goldfinch.
This LOI constitutes a binding obligation and the commitment of the parties hereto with respect to any matter provided for or contemplated herein, while this LOI is subject to the subsequent execution and delivery of definitive documents with respect to all matters pertaining to the Transactions.
The parties shall negotiate and execute Definitive Documents, including a Share Exchange Agreement, reflecting the following key terms:
1. Definitive Documentation
Promptly following the completion of any due diligence
review, the parties hereto shall commence the negotiation and preparation of definitive documentation (the “Definitive Documentation”),
providing for or effecting the Transactions, in forms mutually satisfactory to them, containing definitive terms, provisions, and conditions
for the Transactions. The Definitive Documentation shall contain terms, provisions and conditions reflecting the following:
The Transaction: At Closing (as defined hereafter), TRSO shall issue shares of its common stock to Goldfinch shareholders to acquire 100%
of Goldfinch’s issued and outstanding shares in a sign and close transaction (the “Transaction”). The shares of TRSO
common stock to be issued in the Transaction shall be valued based on an agreed valuation of Goldfinch, to be determined following due
diligence and mutual approval. The exchange ratio will be calculated based on Goldfinch’s valuation and TRSO’s share price
at closing (subject to a mutually agreed floor price, if applicable).
2. Closing Date
The Parties agree that they will use their good faith best efforts to prepare and enter into the Definitive Documentation evidencing and memorializing the terms and conditions of this LOI due by an effective date of December 31, 2025.
3. Due Diligence
Goldfinch shall provide full access to its financial records, contracts, and corporate documents.
If either of the parties finds any such information unacceptable for any reason, such party may elect not to enter into the Definitive Documentation or to consummate the Transactions and may, with written notice to the other, terminate this LOI.
4. Confidentiality
Both parties agree to strict confidentiality, except where disclosure is legally required. If the Transaction is abandoned, all confidential materials shall be returned.
5. Conduct of Business
Until Closing, both parties shall operate in the ordinary course, preserving business operations and assets.
6. Conditions Precedent to Closing
The Definitive Documentation shall provide that the
Transactions are expressly conditioned upon:
(i) completion of satisfactory due diligence; (ii) approval by the boards of directors of both parties (and shareholders, if required);
(iii) All third party and other consents required for the Transactions shall have been obtained; (iv) There shall not have been any material
adverse change in the financial condition, operations, business prospects, customer relations, assets, liabilities of TRSO or Goldfinch
or their respective businesses.
7. Expenses
Each party bears its own costs (legal, advisory, etc.).Each
party shall be responsible for its own attorney fees, auditors and other costs and expenses, anticipated or otherwise, relating to the
Transactions, including negotiating and preparing the Definitive Documentation.
8. Publicity
TRSO and Goldfinch agree that the terms of this LOI shall remain strictly confidential, and the Confidentiality provisions stated herein shall be strictly adhered to, unless such statements are required by applicable law. TRSO and Goldfinch shall not be permitted to make any public disclosure of this document or public statements regarding the terms stated herein without mutual consent at any time unless required by applicable law.
9. Governing Law
This Letter of Intent and the Definitive Documentation shall be governed by and interpreted in accordance with the laws of the State of Nevada.
10. Termination
Either party may terminate the Letter of Intent after completion of due diligence, in the event such party determines that the information provided is unacceptable for any reason, by giving written notice to the other of the notifying party’s desire to terminate the Letter of Intent.
11. Finder’s Fees
No finder’s fees are owing to any third party as a result of the Transactions.
12. No Obligation to Complete Transactions
Nothing herein shall obligate either Party to complete the Transactions.
13. Signatures
This LOI is executed in counterparts (including electronic signatures) on May 28, 2025.
Accepted By:
Transuite.Org Inc.
By: ___________________________
Name: Mengqing Fan
Title: CEO
Goldfinch Group Co.,
Limited
By: ___________________________
Name: Jinghua Song
Title: CEO
Transuite.Org Inc. （TRSO）Signed Letter of Intent for Proposed Acquisition of Goldfinch Group Co., Limited, and Announce Partnership to Build Global Leader in AI + Web3.0 Intelligent Device Asset Management
Las Vegas, NV – May 28, 2025 — Transuite.Org Inc. (OTCQB: TRSO), a U.S. publicly traded company, today announced the execution of Letter of Intent to acquire the Hong Kong-based Goldfinch Group Co., Limited ("Goldfinch"). The proposed equity acquisition combine TRSO's expertise in AI-powered business solutions with Goldfinch's leading Web3.0 and Intelligent device asset management (RWA) technologies to create a next-generation, AI-driven global digital asset management platform.
Powerful Synergies Through Complementary Strengths
TRSO is an innovative company specializing in AI-powered business solutions, with an experienced international management team and proven
success in technology commercialization. The company is committed to empowering enterprise digital transformation through AI, with solutions
serving clients across multiple industries.
Goldfinch is China’s premier innovator in AI+Web3.0 intelligent device asset management (RWA) platform, having developed the proprietary 5S service bases Intelligent Service Platform (encompassing SaaS, BaaS, MaaS, IaaS and LaaS) that provides end-to-end lifecycle solutions for intelligent device asset management. With over 100 core technologies, established a decentralized，trusted, controllable, and closed-loop RWA asset management platform through independently developed Trusted on-chain software base,Controllable on-chain hardware base, AI large model intelligent operation and maintenance system base, and Closed-loop operation ecological products. The company is managed and operated by excellent international team with over a decade of experience in AI, Web 3.0, Blockchain, IOT, Finance and capital markets , leading the company to serve hundreds of millions of intelligent devices, benefiting and facilitating the general public, businesses and investors.
Strategic Alignment
to Enhance Shareholder Value
The acquisition will create deep integration of technologies, markets and resources:
TRSO will gain access to Goldfinch's advanced Web3.0 technologies and Asian market channels;
Goldfinch will accelerate its global expansion through TRSO's international platform；
The combined R&D teams will co-develop next-generation AI-powered digital asset management solutions；
The merged entity is expected to achieve significantly enhanced valuation and liquidity.
"Goldfinch's innovative technologies perfectly complement TRSO's strategic direction," said Rose Fan, CEO of TRSO. "We believe this partnership will create long-term value for shareholders of both companies while strengthening our competitive position in the global digital economy."
"Collaborating with TRSO represents a major milestone in Goldfinch's
globalization strategy," added Albert Song, CEO of Goldfinch. "Together we will build a stronger, more innovative technology
platform to deliver superior services to customers worldwide."
The parties agree to use their good faith best efforts to finalize transaction details and enter into the definitive documentation as
soon as possible before the end of 2025. The partnership remains subject to customary closing conditions including satisfactory due diligence
and board approvals.
Forward-Looking Statements
This press release contains forward-looking statements. Actual results may differ materially due to various risks and uncertainties. Investors
should review risk factors in TRSO's SEC filings.