Material Agreement - Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 31, 2023

Tribal Rides International Corp.

(Exact name of registrant as specified in its charter)

Nevada	000-56366	37-1758469
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification Number)

26060 Acero, Mission Viejo, CA92691

(Address of principal executive offices, including zip code)

949-434-7259

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01

Entry into a Material Definitive Agreement.

Modification-Extension of Maturity Date

On November 10, 2021 (the "Issue Date"), Tribal Rides International Corp., a Nevada corporation (the "Company"), entered into a Securities Purchase Agreement (the "SPA") with AJB Capital Investments, LLC, a Delaware limited liability company (the "Lender"), for the purchase of a Convertible Promissory Note in the principal amount of $290,000 (the "Note"). The Note was to originally mature on May 10, 2022, subject to a six-month extension at the Company's request. The Company exercised the six-month extension changing the maturity date of the Note to November 10, 2022.

On November 10, 2022, the Company entered into the first Modification-Extension of Maturity Date with the Lender pursuant to which the maturity date of the Note was changed to February 10, 2023. In addition, the Company agreed to issue to the Lender 600,000 shares of Common Stock and to register the resales of the shares no later than May 9, 2023.

On January 31, 2023, the Company entered into the second Modification-Extension of Maturity Date with the Lender pursuant to which the maturity date of the Note was changed to August 10, 2023. In addition, the Company agreed to issue to the Lender 1,000,000 shares of Common Stock (the "Extension Shares") and to register the resales of the shares (as well as the previously-issued 600,000 shares) no later than October 31, 2023 (with the S-1 registration statement to be filed with the SEC no later than August 10, 2023).

Item 3.02

Unregistered Sales of Equity Securities.

On the Company's last Quarterly Report on Form 10-Q for the period ended September 30, 2022 filed with the SEC on November 18, 2022 (the "Form 10-Q"), the Company disclosed that, on November 10, 2022, the Company had 36,502,500 shares of Common Stock issued and outstanding. Since November 10, 2022, the Company has issued shares of Common Stock exceeding 5% of the issued and outstanding shares disclosed in the Form 10-Q.

On December 31, 2022, an aggregate of 1,000,000 shares of Common Stock previously awarded to Don Smith, the Company's CFO, and Steven Ritacco, the Company's CTO, vested (the "Vested Shares") and the Vested Shares were issued.

On January 31, 2023, pursuant to the second Modification-Extension of Maturity Date between the Company and the Lender, the Company issued the Extension Shares.

The Lender and the recipients of the Vested Shares each delivered to the Company appropriate investment representations with respect to the Extension Shares (for the Lender) and the Vested Shares (for the CFO and CTO) and consented to the imposition of a restrictive legend upon the Extension Shares and the Vested Shares, respectively. Neither the Lender nor the officers entered into the transaction with the Company as a result of or subsequent to any advertisement, article, notice, or other communication published in any newspaper, magazine, or similar media or broadcast on television or radio, or presented at any seminar or meeting. Each of the Lender and the officers were also afforded the opportunity to ask questions of management and to receive answers concerning the terms and conditions of the transaction. The securities were issued without registration under the Securities Act of 1933, as amended, by reason of the exemption from registration afforded by the provisions of Section 4(a)(2) thereof, and Rule 506(b) promulgated thereunder, as a transaction by an issuer not involving any public offering. No selling commissions were paid in connection with the issuances of the Extension Shares or the Vested Shares.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Tribal Rides International Corp.
Date: February 6, 2023	By:	/s/ Joseph Grimes
		Joseph Grimes, Chief Executive Officer

Public link

Please use the above public link if you want to share this noodl on another website.