Material Agreement, Private Placement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement

On August 25, 2025, Transuite.Org Inc. (the "Company" or "TRSO") entered into a Share Exchange Agreement (the "Agreement") with Crestar Holdings Limited, a Hong Kong company ("Crestar") and Hailiang Li, a shareholder of SolanAI Global Limited ("Seller"). Under the Agreement, Crestar acquired 51% of SolanAI Global Limited, a Hong Kong AI technology company ("SolanAI").

TRSO currently owns seventy percent (70%) of Goldfinch Group Holdings Ltd, a British Virgin Islands company ("Goldfinch"), with the acquisition of the remaining thirty percent (30%) pursuant to a share exchange transaction on August 20, 2025 currently being processed. Upon completion of the pending ownership transfer, TRSO will own 100% of Goldfinch. Crestar is wholly-owned by Goldfinch. Through this transaction, TRSO indirectly holds a controlling 51% interest in SolanAI.

TRSO desires to acquire 51% of SolanAI through Crestar, which is wholly owned subsidiary of Goldfinch. TRSO issued ten millions (10,000,000) restricted shares of its common stocks valued at $12.5 millions USD at an agreed upon price per share of $1.25 USD (the " share price") as initial consideration for the acquisition. TRSO may issue up to 5,000,000 additional shares based on an independent valuation of SolanAI to be completed within 120 days, calculated using the formula: Additional Shares = (SolanAI Valuation × 51% - $12,500,000) ÷ $1.25. Any additional issuance requires Board approval and SEC disclosure.

Item 3.02 Unregistered Sales of Equity Securities

On August 25, 2025, TRSO issued 10,000,000 shares of restricted common stock to Seller in connection with the share exchange transaction described in Item 1.01 above. The shares have a value of $12,500,000 based on TRSO's closing price of $1.25 per share on August 25, 2025.

TRSO may issue up to 5,000,000 additional shares based on independent SolanAI valuation, subject to Board approval and additional SEC disclosure. Maximum total issuance would be 5,000,000 shares.