TRSO 8-K
Transuite.Org Inc. (TRSO)
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 July 8, 2025, Transuite.Org Inc. (the "Company" or "TRSO") executed a Letter of Intent ("LOI") with SolanAI Global Limited (a Hong Kong-registered company), outlining a proposed transaction whereby TRSO would acquire 51% of SolanAI's issued and outstanding shares through the issuance of TRSO common stock (the "Transaction").
The LOI specifies that the Transaction will be executed based on a mutually agreed valuation of SolanAI to be determined following completion of due diligence. The agreement is contingent upon several conditions, including satisfactory due diligence results, approval by both companies' boards of directors, the absence of any material adverse changes, and receipt of all required third-party consents. The LOI incorporates mutual confidentiality provisions and grants either party the right to terminate the agreement in writing should due diligence findings prove unsatisfactory.
It should be noted that this LOI does not establish a binding commitment to consummate the Transaction, as final execution remains subject to the negotiation and execution of definitive agreements. The complete LOI has been attached as Exhibit 10.1 to this report and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure
On July 8, 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 July 8, 2025, between Transuite.Org Inc. and SolanAI Global Limited |
| 99.1 | Press Release dated July 8, 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: July 8, 2025 | By: | /s/ Mengqing Fan |
| Name: Mengqing Fan | ||
| Title: Chief Executive Officer | ||
Letter of Intent
To the Board of Directors of SolanAI Global Limited:
This Letter of Intent ("LOI") outlines the mutual understanding between Transuite.Org Inc. ("TRSO"), a publicly traded company in the U.S. (OTCQB: TRSO, incorporated in Nevada), and SolanAI Global Limited (“SolanAI ”), a company registered in Hong Kong, regarding a proposed transaction (the "Transaction"). Under this Transaction, TRSO will acquire 51% of the issued and outstanding shares of SolanAI in exchange for newly issued common stock of TRSO, with the exchange ratio based on a mutually agreed valuation of SolanAI.
This LOI constitutes a binding obligation and commitment with respect to the matters described herein, subject to the execution of definitive agreements to formalize the terms of the Transaction.
The parties shall negotiate and execute definitive agreements (including a Share Exchange Agreement), with key terms as follows:
| 1. | Definitive Agreements Following the completion of due diligence, the parties shall promptly commence negotiations and drafting of the definitive agreements. These agreements shall be mutually acceptable and include the following terms: |
| · | Transaction Structure: At closing (as defined below), TRSO shall issue common stock to SolanAI’s international shareholders in exchange for 51% of SolanAI’s issued and outstanding shares (the "Transaction"). The number of TRSO common shares to be issued shall be based on the negotiated valuation of SolanAI (to be confirmed after due diligence and mutual agreement), with the exchange ratio calculated using TRSO’s stock price at closing (a mutually agreed minimum stock price may be set if necessary). |
| 2. | Closing Timeline The parties shall use their best efforts to execute the definitive agreements by December 31, 2025. |
| 3. | Due Diligence SolanAI shall provide full access to financial records, contracts, and corporate documents for review. If either party finds the information unsatisfactory, it may terminate this LOI and abandon the Transaction by written notice to the other party. |
| 4. | Confidentiality Both parties shall maintain strict confidentiality (except where disclosure is required by law). If the Transaction is terminated, all confidential materials shall be returned. |
| 5. | Business Operations Prior to closing, both parties shall maintain normal business operations and preserve the integrity of their respective businesses and assets. |
| 6. | Conditions Precedent to Closing The definitive agreements shall specify that the Transaction is contingent upon: (i) Satisfactory completion of due diligence; (ii) Approval by the respective boards of directors (and shareholders, if necessary); (iii) Obtaining all required third-party consents; (iv) No material adverse change in the financial condition, operations, business prospects, customer relationships, assets, or liabilities of either party. |
| 7. | Expenses Each party shall bear its own legal, advisory, and other related costs. |
| 8. | Public Announcements No public disclosure of this LOI shall be made without mutual consent or unless legally required. |
| 9. | Governing Law This LOI and the definitive agreements shall be governed by and construed in accordance with the laws of Nevada. |
| 10. | Termination Either party may terminate this LOI by written notice to the other party if, after completing due diligence, it finds the disclosed information unsatisfactory. |
| 11. | Brokerage Fees No third-party brokerage fees shall be incurred in connection with this Transaction. |
| 12. | No Obligation to Proceed This document does not obligate either party to complete the Transaction. |
| 13. | Execution This LOI may be executed in electronic counterparts. |
Signatories
Transuite.Org Inc.
Signed by: ________________________
Name: Mengqing Fan
Title: Chief Executive Officer
SolanAI Global Limited
Signed by: ________________________
Name: Ying Yang
Title: Chief Executive Officer
Date: July 8, 2025
Press Release
Transuite.Org Inc. (TRSO) Announces Proposed Acquisition of SolanAI Global Limited, a Leading AI Social Agent Company
Las Vegas, NV — July 8, 2025 — Transuite.Org Inc. (OTCQB: TRSO), a Nevada-registered publicly traded company, today announced its intent to acquire a 51% stake in SolanAI Global Limited (“SolanAI”), a privately held company specializing in AI Social Agent (ASA) technology. This strategic acquisition is expected to significantly enhance TRSO’s technological capabilities and market reach in the rapidly growing AI sector.
A Pioneering AI Social Agent Platform
Solan AI Social Agent is the world’s first AI Social Agent service platform, delivering hyper-realistic human-like interaction, multilingual support (100+ languages), and seamless integration with major global social platforms. It enables businesses to deploy autonomous AI employees capable of perception, decision-making, and action.
Currently serving leading clients across banking, healthcare, manufacturing, cross-border e-commerce, and other industries, Solan AI Social Agent helps enterprises reduce costs, improve efficiency, and automate operations in key business scenarios such as sales, customer service, operations, and training—providing 24/7 premium service to end customers.
Core Advantages:
| 1. | Rapid Deployment – Operational within a day, requiring no server setup or coding—just knowledge base configuration. |
| 2. | Seamless Global Social Platform Integration – Supports WeChat, WhatsApp, Telegram, and other major platforms, allowing AI employees to engage customers in their preferred environments. |
| 3. | Proactive Business Development – Beyond answering queries, Solan AI Social Agent actively engages customers, significantly boosting order conversion and ROI. |
| 4. | The Most Business-Savvy AI Employee – Integrates with knowledge bases and workflow systems, continuously learning and self-updating to reduce labor costs. |
| 5. | Multilingual Adaptation & Error Correction – Automatically detects language environments, switching between 100+ languages while accurately understanding customer intent. |
| 6. | Enterprise-Grade Security & Compliance – Features access control, isolated deployment, audit logs, and version rollback, ensuring data security and regulatory compliance. |
Synergies & Strategic Value
The acquisition is expected to generate substantial synergies:
| · | Operational Integration: Combining TRSO’s infrastructure with SolanAI’s AI technology to enhance efficiency and reduce costs. |
| · | Market Expansion: Leveraging SolanAI’s proven applications in healthcare, retail/e-commerce, sales CRM, international trade, and education to drive diversified growth. |
| · | Technological Innovation: Expanding access to intelligent AI solutions for a broader customer base. |
Management Commentary
Mengqing Fan, CEO of
TRSO, stated:
"SolanAI’s groundbreaking AI Social Agent technology aligns perfectly
with our strategic vision. This merger will not only expand our technological portfolio but also empower businesses to solve complex challenges
through AI, delivering exceptional value to clients."
Ying Yang, CEO of SolanAI,
commented:
"Partnering with TRSO will accelerate the global scalability of our AI solutions.
With TRSO’s resources and market presence, we can more rapidly achieve our mission of making intelligent labor a new engine for
enterprise growth."
Professor Haitao Zheng,
Chief Scientist of SolanAI, added:
"Our world-class AI team from Tsinghua University has developed Solan AI Social
Agent—a cutting-edge platform integrating multimodal intelligence, real-time translation, bias correction, knowledge fusion, and
complex reasoning. We pioneered the ‘AI Workforce as a Service’ (AWaaS) model, enabling AI employees to be leased
or purchased as corporate knowledge assets, driving limitless value for businesses and setting new industry standards."
Transaction Progress
The acquisition is subject to due diligence, board approvals, and definitive agreement execution. Further details will be disclosed upon signing.
About Transuite.Org Inc.
Transuite.Org Inc. (OTCQB: TRSO) is a Nevada-based AI-driven business solutions innovator with a seasoned global management team and a strong commercialization track record. The company empowers enterprises with AI-driven digital transformation, serving clients across multiple industries worldwide.
About SolanAI Global Limited
SolanAI is a leader in AI Social Agent (ASA) technology, leveraging advanced LLM and multimodal perception to deliver automated customer service, sales, training, and operational solutions—enhancing efficiency while reducing costs. Its core technology originates from Tsinghua University’s Knowledge Engineering Group.
Forward-Looking Statements
This release contains forward-looking statements under the Private Securities Litigation Reform Act of 1995, subject to risks and uncertainties. Actual results may differ materially due to factors including but not limited to: transaction completion, synergy realization, and macroeconomic conditions. TRSO assumes no obligation to update this information.
Contact:
TRSO Investor Relations
Email: [email protected]
Phone: +1 (775) 295-4295