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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K/A
(Amendment No. 1)
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): October
27, 2025 (July 14, 2025)
ADAPTI,
INC.
(Exact
name of Registrant as Specified in Its Charter)
| Nevada |
|
000-53336 |
|
01-0884561 |
(State
or Other Jurisdiction
of
Incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
| 2278
Monitor St., |
|
|
| Dallas,
Texas |
|
85004 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (775) 375-1500
N/A
(Former
name or former address, if changed since last report)
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:
| ☐ |
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. ☐
Explanatory
Note
This
Amendment No. 1 to the Current Report on Form 8-K/A (“Amendment No. 1”) amends the Current Report on Form 8-K of Adapti,
Inc., a Nevada corporation (“Company”), filed on July 18, 2025 (the “Original Report”), in which the Company
reported, among other events, that on July 14, 2025, it had completed the acquisition of Ballengee Group, LLC, a Texas-based sports agency.
This
Amendment No. 1 is being filed by the Company solely to provide the disclosures required by Item 9.01 of the Current Report on Form 8-K
that were not previously filed with the Original Report.
Item
9.01 Financial Statement and Exhibits.
In
connection with the business combination described in Item 1.01 of the Original Report, and as described in Item 9.01 of the Original
Report, the Company is including the following financial statements:
| (a) | Financial
Statements of Business Acquired: |
| a. | the audited financial statements of Ballengee Group, LLC for the years ended December
31, 2024 and 2023, attached as Exhibit 99.1(a), and |
| b. | the unaudited financial statements of Ballengee Group, LLC for the six months ended
June 30, 2025 and 2024, attached as Exhibit 99.1(b). |
| (b) | Pro
Forma Financial Information: |
| a. | the
unaudited pro forma condensed combined financial statements for Adapti, Inc. for the years ended March 31, 2025 and 2024, attached
as Exhibit 99.2(a), and |
| b. | the unaudited pro forma condensed combined financial statements for Adapti, Inc. for the three months
ended June 30, 2025, attached as Exhibit 99.2(b). |
Except as described above, all other information in the Original
Report remains unchanged.
Item
9.01 Financial Statement and Exhibits.
(d) Exhibits
| Exhibit
Number |
|
Exhibit
Description |
| 99.1(a) |
|
Audited financial statements of Ballengee Group, LLC as of and for the years ended December 31, 2024 and 2023. |
| 99.1(b) |
|
Financial statements of Ballengee Group, LLC as of and for the six months ended June 30, 2025 and 2024. |
| 99.2(a) |
|
Proforma financial statements for Adapti, Inc. as of and for the years ended March 31, 2025 and 2024. |
| 99.2(b) |
|
Proforma financial statements for Adapti, Inc. as of and for the three months ended June 30, 2025 and 2024. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
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 hereunder duly authorized.
Dated:
October 30, 2025
Adapti,
Inc.
| By: |
/s/
Adam Nicosia |
|
| |
Adam
Nicosia |
|
| Title: |
Chief
Executive Officer |
|
