Material Agreement (Form 8-K)

Agreement and Plan of Merger to Change Company's Domicile

On August 17, 2025, KHEOBA CORP., a Nevada corporation ("KHEOBA Nevada" or "Company") entered into a Merger Agreement (the "Reincorporation Merger Agreement") with KHEOBA Limited, a British Virgin Islands company limited by shares ("KHEOBA BVI"), and its wholly-owned subsidiary, KHOB Merge Sub Limited, a BVI company ("Merger Sub"), relating to a proposed merger transaction for the sole purpose of changing the Company's jurisdiction of incorporation from Nevada to British Virgin Islands.

The Reincorporation Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, KHEOBA Nevada will be merged with and into Merger Sub ("Reincorporation Merger"), with Merger Sub surviving the Reincorporation Merger as a wholly-owned subsidiary of KHEOBA BVI, and KHEOBA Nevada's corporate existence will cease. At the closing of the Reincorporation Merger, KHEOBA BVI will issue Class A ordinary shares (the "KHEOBA BVI Class A Ordinary Shares") to KHEOBA Nevada's shareholders.

At the effective time of the Reincorporation Merger (the "Effective Time"), KHEOBA BVI, together with the Merger Sub as its subsidiary, will own and continue to conduct the KHEOBA Nevada's business in substantially the same manner as is currently being conducted by the KHEOBA Nevada and its subsidiaries. Accordingly, for holders of Company common stock, much will remain unchanged following the Reincorporation Merger. There will be some differences in shareholder rights, given the differences between the laws of Nevada and BVI as they relate to companies incorporated in these jurisdictions. It is anticipated that the KHEOBA BVI Class A Ordinary Shares will be approved for trading on the OTCQB tier, and KHEOBA BVI will seek to have the KHEOBA BVI Class A Ordinary Shares trade under the same ticker symbol under which the KHEOBA Nevada Shares are currently traded (KHOB); however no assurance can be given that such approvals will be granted. Provided the requested approvals are granted, it is anticipated that the KHEOBA BVI Class A Ordinary Shares will begin trading on the OTCQB as soon as possible following the Effective Time.

The Reincorporation Merger Agreement contains customary closing conditions, including, among others, approval of the Reincorporation Merger by the Company's stockholders and receipt of required regulatory approvals. The consent of the holders of a majority of the outstanding shares of the Company's common stock entitled to vote is required to approve and adopt the Reincorporation Merger Agreement. The Board of Directors of the Company believes that the Reincorporation Merger is advisable and in the best interests of the Company and its stockholders.

The Reincorporation Merger Agreement may be terminated by Company if the Company shareholders shall not have approved the Reincorporation Merger by the requisite vote by written consent prior to the Effective Time.

The consolidated assets and liabilities of KHEOBA BVI and KHEOBA Nevada, as its wholly-owned subsidiary, immediately after the Reincorporation Merger, will be identical on a consolidated basis to the assets and liabilities of KHEOBA Nevada immediately prior to the Reincorporation Merger. The officers and directors of KHEOBA Nevada immediately before the Reincorporation Merger becomes effective will also serve as officers and directors of KHEOBA BVI upon Reincorporation Merger. The Reincorporation Merger will not result in any material change to our business and will not have any effect on the relative equity interests of our stockholders. After the Reincorporation Merger, it is also anticipated that at least initially, the officers and directors of Merger Sub, as the wholly-owned subsidiary of KHEOBA BVI, will remain the same as prior to the Reincorporation Merger.