Private Placement - Form 8-K

Item 3.02. Unregistered Sales of Equity Securities.

On April 1, 2024, the Company sold approximately $56,500.00 worth of shares of the Company's common stock, par value $0.001 per share (the "Common Stock"),The actual number of shares of Common Stock to be issued in connection with this sale will be determined based on the to-be determined net asset value per share of the Common Stock as of a time within two business days of the sale date. The Company is in the process of making such determination and will file an amendment to this Form 8-K to disclose the per share purchase price and number of shares sold in connection with this sale once it has done so.

The sales of the above-referenced shares of Common Stock were made pursuant to subscription agreements entered into by the Company and its investors. Under the terms of the subscription agreements, investors are required to pay such amounts at the time of subscription.

The issuance of the above-referenced shares of Common Stock is exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof and Regulation D thereunder.