Material Agreement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

On July 18, 2025, Neuralbase AI Ltd. (the "Company") entered into entered into a Binding Memorandum of Understanding (the "MOU") with Fifth Wall Building Contracting LLC, a UAE-based infrastructure and construction company. Pursuant to the MOU, Fifth Wall has committed to provide up to USD 2,000,000 in financing to the Company through a drawdown-based revenue-participation structure, with tranches of $25,000 and a maximum of $100,000 per 30-day period. Repayment will commence in January 2026 and shall equal 8% of the Company's gross monthly revenue, subject to a repayment cap of 1.5x the aggregate amount disbursed (not to exceed USD 3,000,000). Proceeds from the financing will support the Company's product development, hiring, and go-to-market operations.

The MOU also contains customary terms including reporting obligations, default remedies, acceleration clauses, and the potential for Fifth Wall to request a security interest in Company receivables. The MOU constitutes a binding agreement and may be superseded by a definitive financing agreement.

The foregoing summary of the MOU is qualified in its entirety by reference to the full text of the MOU, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.