[8-K] M2i Global, Inc. Reports Material Event

Rhea-AI Filing Summary

M2i Global, Inc. reports a significant legal development involving a lawsuit filed in Nevada state court by James Bernet, Kelsey James, LLC and BCA Cares, LLC. The plaintiffs allege breach of contract, securities fraud, and related claims tied to a 2022 consulting agreement and 2023 stock subscription agreements, focusing on termination of the consulting engagement and cancellation of certain common shares.

The court entered a default judgment in December 2025 awarding the plaintiffs $18 million in damages and declaring that they have rights to an aggregate of 100 million shares of M2i Global common stock. The order allows the money judgment to be satisfied through issuing shares consistent with that relief. The company intends to file a motion to vacate the judgment and, if needed, pursue an appeal, noting it cannot predict the outcome or assure a favorable resolution.

Positive

• None.

Negative

• Adverse default judgment: Nevada court entered a default judgment in December 2025 awarding plaintiffs $18 million in damages and declaring rights to 100 million shares of common stock, creating significant legal, financial, and potential dilution risk if not successfully vacated or reversed.

Insights

Litigation and risk analyst

Default judgment creates major financial and equity overhang for M2i Global.

The company faces a default judgment awarding plaintiffs $18 million plus declaratory rights to 100 million common shares. This combines a substantial monetary award with potential share issuance, which could be meaningful for existing holders depending on the current share base.

The order permits satisfying the money judgment through issuing shares, so the impact may be felt more through equity than cash, if the judgment stands. Management plans to file a motion to vacate and may appeal, but explicitly states it cannot predict the outcome or ensure a favorable resolution, underscoring ongoing legal and financial uncertainty.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 10, 2026

M2I GLOBAL, INC.

(Exact name of registrant as specified in its charter)

Nevada		333-229748		37-1904036
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Doug Cole

M2i Global, In.

885 Tahoe Blvd.

Incline Village, NV 89451

(Address of principal executive offices) (zip code)

775-909-6000

Registrant’s telephone number, including area code

(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. ☐

Item 8.01 Other Events

On June 18, 2025, a lawsuit captioned James Bernet, Kelsey James, LLC and BCA Cares, LLC v. M2i Global, Inc. was filed in the District Court of Washoe County, Nevada against M2i Global, Inc. (the “Company”). The plaintiffs allege breach of contract, securities fraud, and related claims stemming from a 2022 consulting agreement and 2023 stock subscription agreements. The dispute primarily concerns the Company’s termination of the consulting agreement and the subsequent cancellation of certain shares of the Company’s common stock.

The Company recently became aware that the court entered a default judgment in the matter in December 2025. The judgment awarded the plaintiffs $18 million in damages and included declaratory relief that the plaintiffs have the right to an aggregate of 100 million shares of the Company’s common stock. The order provides that the money judgment may be satisfied through the issuance of shares consistent with such relief. The Company intends to file a motion to vacate the judgment and, if necessary, pursue an appeal. The Company cannot predict the outcome of this matter, and there can be no assurance that the judgment will be set aside or that the underlying litigation will be resolved on terms favorable to the Company.

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.

Date: February 11, 2026

	M2i Global, Inc.
	By:	/s/ Alberto Rosende
	Name:	Alberto Rosende
	Title:	Chief Executive Officer

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB