Transuite.Org buys XRS with 10M share issuance

Transuite.Org Inc. disclosed that it has entered into and simultaneously closed a Share Exchange Agreement to acquire 100% of Xirangsheng (Shenzhen) Health Technology Co., Ltd. through its subsidiary Crestar Holdings Limited.

Rhea-AI Filing Summary

Transuite.Org Inc. disclosed that it has entered into and simultaneously closed a Share Exchange Agreement to acquire 100% of Xirangsheng (Shenzhen) Health Technology Co., Ltd. through its subsidiary Crestar Holdings Limited. XRS focuses on AI-powered healthcare technology built around Traditional Chinese Medicine, including AI social agents, a 21‑day health supervision system, and a large library of proprietary TCM health e‑books, with plans for an intelligent e‑commerce platform and multi‑language social media presence.

As initial consideration, Transuite.Org issued 10,000,000 restricted common shares to the seller, Hailiang Li, in an unregistered equity transaction. The agreement includes an earnout-style provision that may result in additional shares being issued based on an independent valuation of XRS and Transuite.Org’s closing share price on September 30, 2025, subject to board approval and securities law compliance.

Insights

M&A and capital markets analyst

Transuite.Org is using stock to buy an AI–TCM business, with extra shares tied to a future valuation.

Transuite.Org Inc. is completing a strategic shift by acquiring 100% of Xirangsheng (Shenzhen) Health Technology Co., Ltd. via its subsidiary structure. The target operates an AI‑driven health technology platform centered on Traditional Chinese Medicine, combining AI social agents, health supervision programs, and proprietary TCM e‑books. This moves Transuite.Org directly into AI‑powered healthcare and wellness services.

Consideration is entirely in equity, starting with 10,000,000 restricted common shares issued to seller Hailiang Li, which limits immediate cash outlay but increases share count. The agreement also contains a formula-based earnout: the number of additional shares, if any, depends on an independent valuation of XRS and the company’s September 30, 2025 closing stock price, and remains subject to board approval and securities law compliance.

Because the earnout hinges on a future valuation and specified pricing date, the ultimate dilution from this deal is not yet fixed and will depend on the independent appraisal and any subsequent board decisions. Investors can look to future filings for the finalized XRS valuation and any disclosure of additional share issuances once that process is completed.

8-K Event Classification

4 items: 1.01, 2.01, 3.02, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What major transaction did TRSO report in this Form 8-K?

Transuite.Org Inc. reported that it entered into and closed a Share Exchange Agreement to acquire 100% of Xirangsheng (Shenzhen) Health Technology Co., Ltd. (XRS) through its subsidiary Crestar Holdings Limited.

Who is Xirangsheng (Shenzhen) Health Technology Co., Ltd. and what business is TRSO adding?

XRS is an innovative enterprise combining AI social agents with Traditional Chinese Medicine, offering an AI TCM knowledge-based assistant, a 21-day health supervision system, and 300 series of proprietary TCM health e‑books, with plans for an intelligent e‑commerce and multi‑language social media platform.

How many TRSO shares were issued as initial consideration for the XRS acquisition?

Transuite.Org issued 10,000,000 restricted shares of its common stock to Hailiang Li as initial consideration for acquiring 100% of the equity in XRS.

Is there an earnout or additional share component in the TRSO–XRS deal?

Yes. The agreement includes an earnout-style provision under which Transuite.Org may issue additional shares based on an independent valuation of XRS and the company’s closing stock price on September 30, 2025, using a stated formula.

How is the acquisition of XRS structured within TRSO’s corporate group?

Transuite.Org owns 100% of Goldfinch Group Holdings Ltd., which wholly owns Crestar Holdings Limited. After the transaction, Crestar owns 100% of XRS through Solan (Shenzhen) Technology Ltd., which is a wholly owned subsidiary of Crestar.

Were the TRSO shares issued in the XRS acquisition registered with the SEC?

The 10,000,000 common shares issued to Hailiang Li were described as restricted shares issued in an unregistered sale of equity securities in connection with the share exchange transaction.

Where can investors find the full terms of the TRSO share exchange with XRS?

The detailed terms are contained in the Share Exchange Agreement dated September 30, 2025, filed as Exhibit 10.1, and a related press release is included as Exhibit 99.1.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 10/06/2025 - 01:10 PM Learn about SEC filing dates

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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): October 3, 2025

TRANSUITE.ORG INC.

(Exact name of registrant as specified in its charter)

Nevada		333-255178		30-1129581
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

732 S 6th St # 4304

Las Vegas, NV 89101

(Address of Principal Executive Offices)

(775) 295-4295

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:

☐	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))

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 (2§40.12b-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

On September 30, 2025, Transuite.Org Inc. (the "Company" or "TRSO") entered into a Share Exchange Agreement (the "Agreement") with Crestar Holdings Limited, a Hong Kong company ("Crestar"), and Hailiang Li, the shareholder of Xirangsheng (Shenzhen) Health Technology Co., Ltd. ("Seller"). Under the Agreement, TRSO acquires 100% of the outstanding equity securities of Xirangsheng (Shenzhen) Health Technology Co., Ltd. ("XRS") (the "XRS Shares") through Crestar.

Ownership Structure: TRSO owns 100% of Goldfinch Group Holdings Ltd., a British Virgin Islands company ("Goldfinch"), and Crestar is wholly owned subsidiary of Goldfinch. After this acquisition, Crestar owns 100% of XRS by Solan (Shenzhen) Technology Ltd, which is wholly owned subsidiary of Crestar. 

Business Description: XRS is an innovative enterprise based on the combination of AI Social Agent and Traditional Chinese Medicine ( TCM ) , and is committed to building a complete ecology of "self medical concept+self-medical method+health supervision system". Its vision is to build a self-medical platform for AI Traditional Chinese Medicine to help everyone become their own healthy housekeeper. The company's core products include AI Social Agent based on massive TCM knowledge base, 21-day health supervision system and 300 series of TCM health e-books with independent intellectual property certifications. The company plans to build a fully intelligent e-commerce platform. In the future, the "Super IP Li Ziyi" based on a vast knowledge base of Traditional Chinese Medicine will serve global

users in multiple languages through major social platforms such as WeChat and WhatsApp;

Transaction Terms: As consideration for the XRS shares, TRSO initially issued ten million (10,000,000) restricted shares of its common stock to Seller. The transaction includes an earnout provision whereby TRSO may issue additional shares based on an independent valuation of XRS to be completed within 90 days after closing, calculated using the formula: Additional Shares = (XRS Valuation ÷ TRSO's closing price on September 30, 2025) - 10,000,000 initial shares.

Item 2.01 Completion of Acquisition or Disposition of Assets

On September 30, 2025, TRSO completed the acquisition of 100% of XRS through its subsidiary Crestar. The acquisition was structured as a direct share purchase transaction that closed simultaneously with the execution of the Share Exchange Agreement.

The acquisition of XRS represents TRSO's strategic expansion into the AI-powered healthcare technology sector, particularly in the Traditional Chinese Medicine (TCM) market. XRS's core products include AI Social Agents based on massive TCM knowledge bases, health supervision systems, and 300 series of proprietary TCM health e-books with independent intellectual property certifications.

Item 3.02 Unregistered Sales of Equity Securities

On September 30, 2025, TRSO issued 10,000,000 shares of restricted common stock to Hailiang Li as initial consideration for the acquisition, in connection with the share exchange transaction described in Items 1.01 and 2.01 above. The issued shares were valued based on TRSO's closing stock price on September 30, 2025, and additional shares TRSO may issue within sixty (60) days after receipt of the independent valuation of XRS upon terms agreed on the Agreement,  subject to Board approval and compliance with applicable securities laws.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
10.1		Share Exchange Agreement, dated September 30, 2025, by and among Transuite.Org Inc., Crestar Holdings Limited, and Hailiang Li
99.1		Press Release dated October 3, 2025

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SIGNATURE

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.

TRANSUTIE.ORG INC.

Date: October 6, 2025	By:	/s/ Mengqing Fan
		Name: Mengqing Fan
		Title: Chief Executive Officer

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