Material Agreement, Asset Transaction (Form 8-K)

Item 1.01Entry into a Material Definitive Agreement.

Effective October 14, 2025, Warpspeed Italy S.r.l. ("Warpspeed Italy"), a wholly-owned subsidiary of Ulixe Corp. (the "Company"), entered into an Agreement for the Transfer of Limited Liability Company Shares (the "Transfer Agreement"), by and between Warpspeed Italy and Ulixe Holding, GmbH ("Ulixe Holding"). Ulixe Holding is the parent company and sole shareholder of Ulixe One Corp., the majority shareholder of the Company and is the parent company and sole equity holder of Ulixe Italy, S.r.l. ("Ulixe Italy"). Pursuant to the Transfer Agreement, Warpspeed Italy will acquire all the outstanding equity interests of Ulixe Italy from Ulixe Holding in consideration of the payment of the purchase price of €3,150,000 (the "Purchase Price"). See Item 2.01 of this Current Report on Form 8-K for additional information regarding the foregoing transaction.

Item 2.01Completion of Acquisition or Disposition of Assets.

Effective as of October 16, 2025, the parties to the Transfer Agreement completed the transactions contemplated thereby through the registration of the Transfer Agreement with the Italian Company Register and Warpspeed Italy was registered as the sole holder of the equity interests of Ulixe Italy. Pursuant to the Transfer Agreement, the Purchase Price will be paid by Warpspeed Italy over time, with final payment due on December 31, 2027. In accordance with administrative procedures applicable under Italian law, it is intended that Warpspeed Italy will merge with and into Ulixe Italy, with Ulixe Italy surviving the transaction as a wholly owned subsidiary of the Company. Consummation of the merger of Warpspeed Italy with and into Ulixe Italy is expected to be effective approximately forty-five (45) days from the date of the Transfer Agreement.

About Ulixe Italy

Ulixe Italy is a holding company owned by Ulixe Holding GmbH ("Ulixe Holding"), which currently operates an IT consulting and services business in Europe through a group of subsidiaries directly owned by Ulixe Italy. Through its operating subsidiaries, Ulixe Italy provides IT consulting and services specializing in custom software development, system integration, and digital transformation solutions for businesses. Ulixe Italy's operating subsidiaries are Dale Consulting S.r.l., Ulixe Nova S.r.l., ScientificWare S.r.l., and Gimagest S.r.l. Dale Consulting is an IT company that provides strategic consulting and innovative solutions to core banking clients, with deep expertise in ICT services, data security, and regulatory compliance. Ulixe Nova is a software development and IT consulting company specializing in cloud solutions and the integration of AI and immersive visual technologies. ScientificWare specializes in the design, management, and optimization of critical technological infrastructures for companies operating in highly complex sectors. Gimagest operates in the logistics sector with a focus on automation, technological efficiency, and sustainable initiatives.