8-K
Transuite.Org Inc. (TRSO)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 16, 2025
| TRANSUITE.ORG INC. | ||
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| (Exact name of registrant as specified in its charter) | ||
| Nevada | 333-255178 | 30-1129581 |
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| (State or other jurisdiction<br><br>of incorporation) | (Commission<br><br>File Number) | (IRS Employer<br><br>Identification No.) |
| 732 S 6th St # 4304<br><br>Las Vegas , NV 89101 | ||
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| (Address of Principal Executive Offices) |
(775) 295-4295
Registrant’s telephone number, including area code
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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 15, 2025, Transuite.Org Inc. (the "Company" or "TRSO") entered into a Letter of Intent ("LOI") with Fujian Wochong Intelligent Technology Co., Ltd. (“Wochong”), a company incorporated in China, outlining a proposed transaction wherein TRSO will acquire 51% of the equity interest in Wochong through the issuance of TRSO common stock (the "Transaction").
The LOI stipulates that the Transaction will be executed based on the mutually agreed valuation of Wochong, which is to be determined upon completion of due diligence. The agreement is subject to several conditions, including satisfactory due diligence results, approval by the boards of directors of both companies, the absence of any material adverse changes, and obtaining all necessary third-party consents. 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.
It should be noted that the LOI does not constitute a binding commitment to complete the Transaction, as final execution remains contingent upon the negotiation and execution of definitive agreements. The complete LOI is attached as Exhibit 10.1 to this report and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure
On September 15, 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
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 16, 2025 | By: | /s/ Mengqing Fan |
|---|---|---|
| Name: Mengqing Fan | ||
| Title: Chief Executive Officer | ||
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trso_ex101.htm EXHIBIT 10.1
Letter Of Intent
This Letter of Intent (hereinafter referred to as the “LOI”) sets forth the preliminary consensus reached between Transuite.Org Inc. (“Party A”) and Fujian Wochong Intelligent Technology Co., Ltd. (“Party B”) regarding their intention to proceed with a merger and acquisition transaction (hereinafter referred to as the “Transaction”), whereby Party A (TRSO) will acquire fifty-one percent (51%) of the equity of Party B (the “Target Company”) through the issuance of TRSO common stock, and this acquisition shall be completed with the signing and execution of definitive acquisition documents by December 31, 2025. This LOI is executed on September 15, 2025.
Whereas, Party A is a company incorporated under the laws of the State of Nevada, USA, a publicly listed company on the U.S. stock market (Stock Ticker: TRSO), and an AI-driven business solutions innovator headquartered in Nevada, USA, providing revolutionary AI business solutions, Web3 blockchain, and RWA services. It boasts an experienced global management team and a strong track record of commercial performance. The company empowers enterprises through AI-driven digital transformation and business solutions, serving clients across various industries worldwide.
Whereas, Party B is a company incorporated under the laws of the People's Republic of China, a National High-Tech Enterprise headquartered in Fuzhou City, Fujian Province. It is a comprehensive one-stop service provider specializing in the R&D, production of high-end intelligent electric vehicle charging pile equipment, charging security management systems, as well as investment, construction, and operation. The company has developed a management cloud platform based on big data and AI technology, integrating cloud intelligence, remote control, big data analysis and monitoring, intelligent device management, intelligent charging management, payment and settlement functions. It combines intelligent safe charging, fee settlement, user management, monitoring and security, and operational management into one platform. As a National High-Tech Enterprise and an innovative technology company, it holds 5 invention patents and 26 software copyrights. The company possesses leading original core software and hardware technologies and has innovatively achieved the intellectualization of charging piles, integration of Internet + Internet of Things (Intelligent), and platformization of operations.
Whereas, Party A wishes to acquire 51% of Party B's equity to expand Party B's business development and operations into the rapidly growing international market, enabling Party B to gain support from international capital markets, while also increasing Party A's market capitalization and expanding its AI business; Party B is willing to agree to this Transaction based on the terms and conditions set forth in this agreement.
Based on the principles of sincere cooperation, mutual benefit, and win-win cooperation, Party A and Party B, through friendly negotiation, have mutually agreed to reach the following terms:
1. Proposed Transaction
The transaction to be conducted by Party A and Party B involves Party A acquiring fifty-one percent (51%) of the equity of Party B. The acquisition consideration shall be paid through the issuance of TRSO common stock. The final terms will be determined upon completion of due diligence and detailed in the definitive agreement. This acquisition shall be completed with the signing and execution of definitive acquisition documents by December 31, 2025.
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2. Valuation and Consideration
The valuation of the Target Company shall be mutually agreed upon by Party A and Party B after completing comprehensive due diligence. The Transaction will be executed based on the mutually agreed valuation of the Target Company determined upon completion of due diligence. The consideration shall be paid through the issuance of TRSO common stock.
3. Due Diligence
Following the signing of this LOI, TRSO will conduct comprehensive due diligence on the Target Company's business, assets, liabilities, financial condition, and legal matters. The Target Company agrees to provide TRSO and its representatives reasonable access to its books, records, facilities, and personnel to facilitate this review.
4. Conditions Precedent
The consummation of this M&A Transaction is subject to the following conditions:
(a) Satisfactory results of the due diligence;
(b) Approval by the boards of directors of both companies;
(c) Absence of any material adverse change in the business or financial condition of the Target Company;
5. Confidentiality
This LOI contains mutual confidentiality provisions. Both parties agree to keep the terms of the negotiations and this LOI confidential, except as required by law or regulation to disclose.
6. Termination Rights
If the due diligence results prove unsatisfactory, or if any condition precedent cannot be fulfilled within the agreed time frame, either party shall have the right to terminate this agreement by written notice.
7. Definitive Agreement
The parties will negotiate in good faith and endeavor to execute a definitive agreement for the Transaction. The definitive agreement will contain customary representations, warranties, covenants, and conditions to closing.
8. Governing Law
This LOI shall be governed by and construed in accordance with the laws of the State of Nevada, USA, without regard to its conflict of laws principles.
9. Non-Binding Nature
This LOI does not constitute a binding commitment to complete the Transaction, as final execution remains subject to the negotiation and signing of a definitive agreement. This LOI is merely an expression of intent by the parties and does not create any legally binding obligations for either party, except for the confidentiality and termination provisions set forth herein.
10. Miscellaneous
This agreement is executed in duplicate, effective as of the date of signing by both Party A and Party B, with each party holding one copy, both having equal legal effect. Any amendments, if made upon mutual consent of both parties and signed, shall have the same effect as this agreement.
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IN WITNESS WHEREOF, the parties have executed this LOI as of the date first written above.
Transuite.Org Inc.
| Signed By: |
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| Name: | Mengqing Fan |
| Title: | Chief Executive Officer |
Fujian Wochong Intelligent Technology Co., Ltd.
| Signed By: |
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| Name: | Xiaohuan Song |
| Title: | Chief Executive Officer |
Date: September 15, 2025
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trso_ex991.htm EXHIBIT 99.1
Press Release
TRANSUITE.ORG INC. Announces Strategic Acquisition of 51% Stake in World-Leading E-Bike Charging Solutions Provider and Joint Launch of Charging Pile RWA Initiative
Las Vegas, Nevada – September 15, 2025 – TRANSUITE.ORG INC. (Stock Code: TRSO), a Nevada-based AI-driven business solutions innovator providing revolutionary AI business solutions, Web3 blockchain, and RWA services, with an experienced global management team and a strong commercial track record, today announced the signing of a Letter of Intent (LOI) to acquire a 51% stake in Fujian Wochong Intelligent Technology Co., Ltd. (“Wochong”) and jointly launch a charging pile revenue rights tokenization (RWA) initiative. Wochong is a national high-tech enterprise and a leading provider of intelligent e-bike charging and management solutions in China, specializing in integrated R&D and operation of smart charging piles. It leverages an AI cloud platform and IoT technology, holds multiple patents and software copyrights, and has innovated in smart charging pile intellectualization and platform integration.
This proposed acquisition marks a significant step in TRSO’s strategy to expand its portfolio into high-growth, sustainable technology sectors. Wochong has become a key player in China’s e-bike charging market, offering a comprehensive platform including smart charging hardware, cloud-based management systems, and big data analytics. It is an integrated one-stop service provider engaged in professional R&D, production of high-end intelligent e-bike charging pile equipment, charging security management systems, as well as investment, construction, and operation. The company has developed a management cloud platform based on big data and AI technology, integrating cloud intelligence, remote control, big data analysis and monitoring, intelligent device management, smart charging management, and payment settlement functions. It combines intelligent safe charging, fee settlement, user management, monitoring and security, and operational management into a unified platform. With industry-leading core software and hardware original technologies, the company has innovatively achieved intellectualization of charging piles, Internet + IoT integration, and operational platformization. It currently operates over 345,000 charging points across China and serves more than 2 million users.
Notably, upon completion of the transaction, the two parties will jointly launch an innovative charging pile revenue rights tokenization (RWA) program, using smart contract technology to ensure investors receive daily dividends from charging pile RWA revenue.
Innovative Financial Model: RWA Valuation Restructuring and Daily Dividend Mechanism
This acquisition focuses not only on business synergies but also introduces cutting-edge asset digitization solutions. TRSO plans to tokenize the revenue rights of charging pile infrastructure (Real World Asset - RWA) and implement a transparent daily dividend distribution mechanism based on smart contracts. This innovative model provides investors with a stable and traceable income stream while more accurately reflecting the true value of charging pile assets through an RWA valuation restructuring model.
The valuation restructuring model comprehensively considers the stable cash flow generation, asset lifespan, and market growth potential of charging piles, enabling a more precise assessment of asset value and significantly enhancing investment attractiveness. Through this innovative financial model, TRSO expects to attract more investors to participate in charging pile infrastructure construction, promoting capital inflow and sustainable development in the industry.
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“We are thrilled to announce this strategic move into the booming e-bike charging market,” said Mengqing Fan, CEO of TRSO. “Wochong’s innovative platform and impressive growth trajectory align perfectly with our vision of leveraging AI and IoT to create a more sustainable and connected future. Through this acquisition, we will not only diversify our revenue streams but also introduce an innovative RWA model, ensuring daily stable dividends for investors through smart contracts and redefining the value assessment and investment return model for charging pile assets.”
“We are excited about the prospects of partnering with TRSO,” said Song Xiaohuan, CEO of Wochong. “TRSO’s expertise in artificial intelligence, blockchain, and global markets will be invaluable as we scale our operations and expand our service offerings. We believe that the two-wheeler charging pile RWA initiative is not merely a financial innovation but a fundamental restructuring of the industry ecosystem. Through TRSO’s technological empowerment and Wochong’s operational expertise, we will transform ‘every charging pile into an investable digital asset,’ allowing more people to share in the dividends of the new energy revolution and the digital economy.”
The global electric vehicle market is experiencing exponential growth, driving a corresponding surge in demand for reliable and intelligent charging infrastructure. The acquisition of Wochong will provide TRSO with a critical foothold in this rapidly expanding market, which is projected to exceed $100 billion in value by 2030. Currently, China’s electric vehicle fleet totals 460 million units, with an annual market size reaching RMB 300 billion. This massive base generates exceptionally strong charging demand, covering over 100 million daily charging sessions. However, the supporting charging infrastructure faces a significant shortage—by the end of 2024, the number of compliant two-wheeler charging piles in China was less than 5 million, resulting in a supply-demand ratio of merely 1:60, far lower than the 1:3 ratio for new energy vehicles.
As a leading integrated service provider in the industry, Wochong has long recognized this market potential. It currently operates 345,000 charging points across more than 20 provinces in China, serving over 2 million users. Leveraging its AI cloud platform and IoT technology, the company has achieved end-to-end digital management of charging piles, including “remote monitoring, intelligent scheduling, safety protection, and automated settlement.” Its daily charging service frequency has exceeded 500,000 sessions, with a compound annual growth rate maintained at over 45%.
The strategic acquisition between TRSO and Wochong has been formalized through the signing of a non-binding Letter of Intent. The final terms of the transaction will be determined upon completion of due diligence. This acquisition of a 51% stake in Wochong by TRSO is not merely a capital integration but a deep synergy of “technological capabilities + industry resources,” providing solid foundation for the two-wheeler charging pile RWA model. The two parties plan to complete the RWA onboarding of the first 10,000 two-wheeler charging piles by the end of 2025 and gradually expand into global markets, inaugurating a new chapter in the digitization of two-wheeler charging infrastructure assets.
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About TRANSUITE.ORG INC.
TRANSUITE.ORG INC. (Stock Code: TRSO) is a Nevada-based AI-driven business solutions innovator providing revolutionary AI business solutions, Web3 blockchain, and RWA services. With an experienced global management team and a strong commercial track record, the company empowers businesses worldwide across multiple industries through AI-driven digital transformation and business solutions. It offers 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 businesses.
About Wochong Intelligent Technology Co., Ltd.
Wochong Intelligent Technology Co., Ltd. is a national high-tech enterprise headquartered in Fuzhou, Fujian Province, China, and a leading provider of intelligent e-bike charging and management solutions. The company’s integrated platform includes smart charging hardware, cloud-based management systems, and big data analytics. It is a one-stop integrated service provider engaged in professional R&D, production of high-end intelligent e-bike charging pile equipment, charging security management systems, as well as investment, construction, and operation. The company has developed a management cloud platform based on big data and AI technology, integrating cloud intelligence, remote control, big data analysis and monitoring, intelligent device management, smart charging management, and payment settlement functions. It combines intelligent safe charging, fee settlement, user management, monitoring and security, and operational management into a unified platform. As a national high-tech and innovative technology enterprise, it holds 5 invention patents and 26 software copyrights. With industry-leading core software and hardware original technologies, the company has innovatively achieved intellectualization of charging piles, Internet + IoT integration, and operational platformization. The company is currently planning to develop charging pile RWA to promote capital inflow and development in the charging pile industry.
Forward-Looking Statements
This press release contains forward-looking statements subject to risks and uncertainties. These statements include information regarding possible or assumed future results of our business, financial condition, liquidity, operational results, plans, and objectives. In some cases, you can identify forward-looking statements by terms such as “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “expect,” “predict,” “potential,” or the negative of these terms or other similar expressions. Statements regarding the proposed transaction with Wochong Intelligent Technology Co., Ltd. are forward-looking. The completion of the transaction is subject to numerous conditions, and there is no guarantee 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: ir@transuite.org
Phone: +1 (775) 295-4295
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