TriUnity Business Services Ltd. Announces Material Definitive Agreement

TL;DR

TriUnity filed an 8-K detailing a material agreement, equity sales, and leadership changes.

AI Summary

TriUnity Business Services Ltd. announced a material definitive agreement on November 26, 2025, related to unregistered sales of equity securities and changes in control. The filing also details the departure of directors or certain officers, the election of new directors, and the appointment of new officers, along with compensatory arrangements. The company is incorporated in Nevada and its fiscal year ends on July 31.

Why It Matters

This 8-K filing indicates significant corporate actions, including potential changes in control and equity transactions, which could impact the company's structure and shareholder value.

Risk Assessment

Risk Level: medium — The filing involves changes in control and unregistered equity sales, which can introduce uncertainty and potential risks for investors.

Key Players & Entities

• TriUnity Business Services Ltd (company) — Registrant
• November 26, 2025 (date) — Date of earliest event reported
• Nevada (jurisdiction) — State of incorporation

FAQ

Key Financial Figures

• $0.0001 — f the Company's common stock, par value $0.0001 per share ("Common Stock") by Energizer
• $28,000,000 — quity at a total cash exercise price of $28,000,000, conditioned on consummation of the Mer
• $575,000 — l to the original SPA purchase price of $575,000. The Emergent Parties may exercise the
• $400 million — al networks, and managed P&Ls exceeding $400 million. He is also a partner at Rincon Alpha,

Filing Documents

• triunity_8k.htm (8-K) — 37KB
• 0001477932-25-008763.txt ( ) — 150KB
• triunity-20251126.xsd (EX-101.SCH) — 5KB
• triunity-20251126_lab.xml (EX-101.LAB) — 14KB
• triunity-20251126_cal.xml (EX-101.CAL) — 1KB
• triunity-20251126_pre.xml (EX-101.PRE) — 9KB
• triunity-20251126_def.xml (EX-101.DEF) — 2KB
• triunity_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On November 26, 2025, TriUnity Business Services Limited (the "Company") entered into a binding letter agreement (the "Warrant Letter Agreement") with Energizer Systems, LLC ("Energizer Systems"), Independence Power, Inc. ("Independence Power" and, together with Energizer, the "Independence Parties"), Homeland Digital, LLC ("Homeland") and Emergent Ventures, LLC (together with Homeland, the "Emergent Parties"). Additionally, on November 26, 2025, the Company entered into a binding letter agreement (the "Recapitalization Letter Agreement" and, together with the "Warrant Letter Agreement," the "Letter Agreements") with Energizer Systems. The Letter Agreements set forth the principal terms of a recapitalization and reorganization involving the Company in connection with the purchase of 3,800,000 shares (the "Control Block") of the Company's common stock, par value $0.0001 per share ("Common Stock") by Energizer Systems, as further described under Item 5.01 herein. Under the Recapitalization Letter Agreement, the Company has committed to amend its Articles of Incorporation to increase its authorized Common Stock to 400,000,000 shares and to effect a 7-for-1 forward stock split of its issued and outstanding Common Stock. Energizer Systems agreed to vote all shares it controls in favor of the amendments. The Recapitalization Letter Agreement further provides that, subject to completion of audited financial statements, the Company will pursue an acquisition of Independence Power from Energizer Systems in exchange for Common Stock (the "Merger"). Following the Merger, Energizer Systems would hold approximately 96% of the Company's outstanding equity. Under the Warrant Letter Agreement, the Company agreed to issue warrants (the "Warrants") to future financing parties to be selected by the Company, which warrants will be exercisable for shares of Common Stock representing approximately 19% of the Company's fully dilut

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information set forth under Item 1.01 of this Current Report on Form 8-K (this "Current Report") is incorporated into this Item 3.02 by reference. No Warrants have been issued as of the date of this report. It is expected that any such issuance will be conducted in reliance upon exemptions from registration under Section 4(a)(2) of the Securities Act of 1933 and Rule 506 of Regulation D.

01 Changes in Control of Registrant

Item 5.01 Changes in Control of Registrant. The information set forth under Item 1.01 of this Current Report is incorporated into this Item 5.01 by reference. On November 14, 2025, Energizer Systems entered into a common stock purchase agreement (the "SPA") with Jervey Choon, the Company's previous majority shareholder and Chief Executive Officer, President, Secretary, Treasurer and sole Director. Pursuant to the SPA, Energizer Systems acquired the Control Block from Ms. Choon, representing approximately 63.8% of the Company's outstanding Common Stock for a total purchase price of $575,000. 2 The share purchase transactions contemplated by the SPA closed on November 26, 2025. As a result, a change in control of the Company occurred on that date. The change in control was acknowledged and ratified by the Board of Directors of the Company (the "Board") pursuant to a written consent of the sole director (the "Consent") delivered on November 26, 2025 as a condition to the closing. In accordance with the terms of the SPA and the Consent, effective on December 2, 2025, Ms. Choon resigned from all positions with the Company, and Todd Parkin and Scott Stephenson were appointed to the positions described under Item 5.02 of this Current Report on Form 8-K. Following the change of control, there has been no change in the Company's shell company status and the Company's current operations have not changed. To the extent that Form 10 information is required to be included in this Current Report on Form 8-K, the following documents are incorporated by reference herein: The Company's Annual Report on Form 10-K for the fiscal year ended July 31, 2025, filed with the SEC on September 26, 2025 and The Company's Form 10-Q for the quarter ended October 31, 2025, filed with the SEC on December 2, 2025. Other than the transactions described in Item 1.01, the Company is not aware of any arrangements that may result in a further change in control Item 5.02 Departure of Directo

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3

SIGNATURES

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. TRIUNITY BUSINESS SERVICES LIMITED Date: December 3, 2025 By: /s/ Todd Parkin Todd Parkin Chief Executive Officer 4

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View this 8-K filing on SEC EDGAR