Private Placement Form 8 K

Item 3.02 Unregistered Sales of Equity Securities

On or about November 22, 2024, the Company consummated an agreement for the sale of 40,000 shares of restricted Common Stock to Kubota Corporation, a Japanese Company, at a price of $5.00 per share of Common Stock. The total subscription amount paid by Kubota Corporation was approximately $200,000. Kubota Corporation is not a related party to the Company. The aforementioned transaction was recorded by the Company's transfer agent, on or about December 11, 2024.

The proceeds from this sale are to be used by the Company for working capital.

The aforementioned sale of shares was conducted pursuant to Regulation S of the Securities Act of 1933, as amended ("Regulation S"). The sale of shares was made only to non-U.S. persons/entities (as defined under Rule 902 section (k)(2)(i) of Regulation S), pursuant to offshore transactions, and no directed selling efforts were made in the United States by the issuer, a distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing.