UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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 (2§40.12b-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 1.01 Entry into a Material Definitive Agreement
On September 26, 2025, Transuite.Org Inc. (the “Company” or “TRSO”) entered into a Letter of Intent (“LOI”) with SYD GOLDX PTY LTD (“SGX”), an Australian licensed Digital Currency Exchange, pursuant to which TRSO proposes to acquire 51% of the equity interest in SGX through the issuance of shares of TRSO’s common stock (the “Transaction”).
The LOI provides that the parties will negotiate in good faith to enter into a definitive agreement, subject to satisfactory completion of due diligence, negotiation of final terms, approval by the boards of directors of both companies, and other customary conditions. The LOI includes mutual confidentiality provisions and grants either party the right to terminate the agreement in writing should the due diligence results prove unsatisfactory.
The LOI does not create any legally binding obligation to consummate the Proposed Transaction, and there can be no assurance that a definitive agreement will be executed or that the transaction will be completed.
A copy of the LOI is attached as Exhibit 10.1 to this report and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure
On September 26, 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 Securities Exchange Act or otherwise subject to liability under that section.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. |
| Description |
| Letter of Intent, dated September 26, 2025, between Transuite. Org Inc. and SYD GOLDX PTY LTD | |
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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: September 29, 2025 | By: | /s/ Mengqing Fan |
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| Name: | Mengqing Fan |
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| Title: | Chief Executive Officer |
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EXHIBIT 10.1
Letter of Intent for Merger and Acquisition
Party A: TRANSUITE.ORG INC. (Hereinafter referred to as “Party A or “TRSO”)
Legal address: 732 S 6th St # 4304, Las Vegas, NV 89101, USA
Representative: Mengqing FAN
Party B: SYD GOLDX PTY LTD (hereinafter referred to as “Party B or “Target Company”)
Legal address: 805/56 Pitt St, Sydney, NSW 2000, Australia
Representative: Zhiping MA
This Letter of Intent (“LOI”) sets forth the preliminary understanding between Party A and Party B with respect to a proposed merger and acquisition transaction (the “Transaction”).
Party A intends to acquire fifty-one percent (51%) of the issued shares of Party B (the “Target Company”) through the issuance of Party A’s common stock. The parties agree to use commercially reasonable efforts to negotiate and execute definitive transaction documents no later than December 31, 2025.
This LOI was signed on September 26, 2025.
Background
Party A is a company incorporated under the laws of the State of Nevada, United States, and is listed on a U.S. stock exchange. Headquartered in Nevada, Party A is an innovator of AI-driven business solutions, Web3 blockchain, and real-world asset (RWA) services. With an experienced global management team and a strong commercial performance record, Party A empowers enterprises worldwide through AI-driven digital transformation and next-generation business solutions.
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Party B is a company incorporated under Australian law, headquartered in Sydney. It operates as a licensed Digital Currency Exchange in Australia, providing services in digital currency issuance, trading, and circulation, bridging traditional finance with blockchain finance. Its core business includes licensed fiat deposit exchange, foreign exchange, and stablecoin/RWA trading.
Party B also operates a licensed international remittance brand, “T Union”, which enables the free cross-border circulation of multi-currencies—including USD, CAD,AUD, ,EUR,GBP, NZD, HKD, SGD and RMB—through blockchain token technology.
As a service provider for digital currency issuers, investors, and traders, Party B has invested substantial R&D funds to independently develop a secure, stable, and reliable Proprietary blockchain trading platform with independent intellectual property rights, including a matching engine originally developed by former technical experts from Nasdaq Exchange. It has been operating continuously for eight years and is among the earliest and the first exchange in Australia to achieve compliant trading license. Its compliant business operations and innovative products have received consistent market recognition in Australia.
With its comprehensive compliance licenses, transparent operations, long-term strategic focus, and diversified financial products, Party B is positioned as a leader in the Australian digital finance sector. Party A seeks to acquire 51% of Party B in order to expand its reach into the rapidly growing international market, provide Party B with access to international capital markets, and further strengthen Party A’s market value and AI/blockchain business expansion. Party B agrees in principle to the terms set forth herein.
1. Proposed Transaction
Party A will acquire 51% of the equity of Party B. The purchase price will be satisfied through the issuance of Party A’s common stock. Final terms, including purchase price and structure, will be determined following the completion of due diligence and set out in a definitive agreement.
2. Valuation and Consideration
The valuation of Party B will be determined jointly by the parties after completion of comprehensive due diligence. Consideration for the transaction will be paid by issuance of Party A’s common stock at a mutually agreed value.
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3. Due Diligence
Upon execution of this LOI, Party A will conduct a thorough due diligence review of Party B’s business, assets, liabilities, financial condition, and legal affairs. Party B shall provide Party A and its representatives with reasonable access to its books, records, facilities, and personnel necessary for the review.
4. Conditions Precedent
Completion of the transaction is subject to:
(a) Satisfactory completion of due diligence;
(b) Approval of the boards of directors of both Party A and Party B;
(c) No material adverse change in Party B’s business, assets, or financial condition.
5. Confidentiality
Both parties agree to maintain strict confidentiality regarding the negotiations and terms of this LOI, except where disclosure is required by applicable law or regulation.
6. Termination Rights
Either party may terminate this LOI in writing if:
(a) Due diligence results are unsatisfactory; or
(b) Any conditions precedent are not met within the agreed timeframe.
7. Definitive Agreement
The parties agree to negotiate in good faith with the aim of executing a definitive merger and acquisition agreement. Such agreement will include customary representations, warranties, covenants, and closing conditions.
8. Governing Law
This LOI shall be governed by, and construed in accordance with, the laws of the State of Nevada, United States, without regard to its conflict-of-law provisions.
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9. Non-Binding Nature
This LOI reflects the intention of the parties but does not constitute a binding agreement to consummate the transaction. Except for Sections 5 (Confidentiality) and 6 (Termination Rights), which are binding, this LOI is non-binding on either party.
10. Miscellaneous
This LOI is executed in two counterparts, each of which shall be deemed an original. Any amendments must be agreed upon in writing and signed by both parties.
Signatures
I hereby certify that both parties have signed this Letter of Intent on the date first written above.
Party A: TRANSUITE.ORG INC.
Signature:
Name: Mengqing FAN
Title: Chief Executive Officer
Party B: SYD GOLDX PTY LTD
Signature:
Name: Zhiping Ma
Title: Chief Executive Officer
Signing Date: September 26, 2025
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EXHIBIT 99.1
Press Release
U.S. Listed Company TRSO Announces Intent to Acquire 51% Equity in Australian Digital Currency Exchange (SGX) to Jointly Build a Global Innovative Platform Bridging Traditional and Crypto Finance
Las Vegas, US / Sydney, Australia – September 26, 2025 – TRANSUITE.ORG INC. (“TRSO”) (Stock Ticker: TRSO), Nevada-based innovator in AI-driven business solutions, and SYD GOLDX PTY LTD (“SGX”), a licensed Digital Currency Exchange headquartered in Sydney, Australia, today jointly announced the signing of a Letter of Intent (“LOI”) on September 26, 2025. Under the agreement, TRSO intends to acquire a 51% equity stake in SGX. The parties plan to complete due diligence and execute the definitive acquisition agreement by December 31, 2025.
TRSO is a leading global provider of AI-driven business solutions, with expertise spanning AI, big data, Web3 blockchain, and Real-World Asset (“RWA”) services. Supported by an experienced global management team and a robust track record, TRSO consistently drives corporate digital transformation, serving clients across multiple industries and regions. The company empowers businesses worldwide with AI-driven digital transformation and business solutions, offering revolutionary AI social agent solutions and Web3 blockchain services. It provides the world’s first AI social agent platform, enabling enterprises to deploy autonomous AI employees on major social platforms in over 100 languages. Its integrated technology stack combines AI workforce automation, blockchain infrastructure, digital asset management, and Web3 solutions for global enterprises.
SGX is one of the early digital currency exchanges in Australia to obtain AUSTRAC compliance registration. It provides services for digital currency issuance, trading, and circulation. Its core business encompasses multiple fiat currency on/off-ramps, buying and selling stablecoins, Bitcoin, Ethereum, and RWA asset trading. Committed to building a bridge between traditional finance and crypto finance, SGX is a leading stablecoin trader and RWA asset trader in Australia and globally. SGX’s close business partners also hold an Australian international remittance license and an Australian financial services license. Through the innovative combined application of these qualifications and licenses, SGX facilitates multi-currency international exchange, remittance, and payment services, including USD, CAD, AUD, EUR, GBP, NZD, HKD, SGD and RMB.
SGX operates a self-developed, secure, stable, and reliable blockchain asset trading platform. SGX and its close partners, leveraging their combined licenses, adhere to a long-term development strategy, unique market segmentation, precise market positioning, transparent services, and a global vision, possessing advanced competitiveness and establishing themselves as one of the frontrunners in the Australian digital finance market.
“We are very much looking forward to the collaboration with SGX. As a leading compliant Digital Currency Exchange in Australia, they have demonstrated strong competitiveness in the fields of stablecoins, RWAs, multi-currency exchange, and cross-border payments,” said Mengqing Fan, CEO of TRSO. “Through this acquisition, we will combine our strengths in AI and blockchain technology to help SGX expand into global markets, develop more RWA projects, issue more RWA products, and create greater value for shareholders and customers. We believe this will be a significant milestone in promoting the integration of digital and traditional finance.”
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“We are honored to reach this acquisition intent with TRSO,” said Zhiping Ma, CEO of SGX. “Their global leadership in AI and blockchain will bring us powerful technological and capital market support. Through this cooperation, we will not only further consolidate our market advantages in Australia but also gain opportunities to expand our international business footprint. We look forward to joining forces with TRSO to build a safer, compliant, and innovative digital asset ecosystem for users and jointly lead the future development of global digital finance.”
The reaching of this acquisition intent marks a significant step for TRSO in expanding its strategic presence in the global digital finance sector. By acquiring SGX, TRSO can leverage its compliant licenses and local market advantages in Australia while propelling SGX into international capital markets and accelerating its global business expansion. Simultaneously, SGX will utilize TRSO’s AI and blockchain technological capabilities to enhance its platform’s competitiveness and innovation.
Both parties stated that this cooperation adheres to the principle of “sincere cooperation and mutual benefits” and they are committed to jointly building a global innovative platform that connects traditional finance and crypto finance.
About TRANSUITE.ORG INC.
TRANSUITE.ORG INC. (Stock Ticker: TRSO) is a Nevada-based innovator in AI-driven business solutions, providing revolutionary AI business solutions, Web3 blockchain, and RWA services. The company boasts an experienced global management team and a strong commercial performance record. It empowers enterprises worldwide with AI-driven digital transformation and business solutions, offering revolutionary AI social agent solutions and Web3 blockchain services. The company provides the world’s first AI social agent platform, enabling businesses to deploy autonomous AI employees on major social platforms in over 100 languages. Its integrated technology stack combines AI workforce automation, blockchain infrastructure, digital asset management, and Web3 solutions for global enterprises.
About SYD GOLDX PTY LTD
SYD GOLDX PTY LTD (SGX) is one of the early digital currency exchanges in Australia to obtain compliance registration. It provides services for digital currency issuance, trading, and circulation. Its core business covers fiat currency on-ramp and exchange, foreign exchange, stablecoin and RWA asset trading, and facilitating the international free circulation of multiple currencies, including USD, CAD, AUD, EUR, GBP, NZD, HKD, SGD and RMB.
Forward-Looking Statements
This press release contains forward-looking statements that are subject to risks and uncertainties. These forward-looking statements include information concerning possible or assumed future results of our business, financial condition, liquidity, results of operations, plans, and objectives. In some cases, you can identify forward-looking statements by terminology such as “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “expect,” “predict,” “potential,” or the negative of these terms or other similar expressions. Our statements regarding the proposed transaction with SYD GOLDX PTY LTD are forward-looking statements. The completion of the transaction is subject to numerous conditions, and there can be no assurance that the transaction will be completed. All forward-looking statements are based on information available to us as of the date of this press release.
Contact:
TRSO Investor Relations
Email: [email protected]
Phone: +1 (775) 295-4295
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