TriUnity Business Services (NASDAQ: TYBB) details control shift, merger and warrant plan

Rhea-AI Filing Summary

TriUnity Business Services Limited reported a major change in ownership and a planned recapitalization. Energizer Systems, LLC bought 3,800,000 shares of common stock, the “Control Block,” from former CEO and sole director Jervey Choon for $575,000, giving Energizer about 63.8% of the company and resulting in a change in control on November 26, 2025.

The company agreed to amend its charter to raise authorized common stock to 400,000,000 shares and complete a 7‑for‑1 forward stock split. Subject to audited financials, TriUnity plans to acquire Independence Power from Energizer in a stock Merger after which Energizer would hold about 96% of outstanding equity. TriUnity also agreed to issue Warrants to future financing parties for shares equal to roughly 19% of fully diluted equity for a total cash exercise price of $28,000,000, conditioned on closing the Merger. Following the control change, Choon resigned and Todd Parkin became CEO, while Scott Stephenson became Chairman, President, Secretary, CFO, Treasurer, and sole director.

Insights

Equity Capital Markets Analyst

TriUnity shifts control to Energizer and outlines a highly dilutive recap and merger path.

TriUnity Business Services is transitioning from its prior control shareholder to Energizer Systems, which acquired 3,800,000 common shares, about 63.8% of outstanding stock, for $575,000. This positions Energizer as the new decision‑maker and frames the subsequent recapitalization and Merger structure.

The recapitalization would raise authorized common stock to 400,000,000 shares and implement a 7‑for‑1 forward stock split, creating significant capacity for new issuance. The planned stock Merger for Independence Power, if completed, would leave Energizer holding roughly 96% of TriUnity’s outstanding equity, while new Warrants for future financing parties could represent about 19% of fully diluted equity at a total exercise price of $28,000,000.

Governance is also being reset, with former CEO and sole director Jervey Choon resigning and Todd Parkin and Scott Stephenson assuming senior executive roles, with Stephenson as sole director. Actual impact on existing minority holders will depend on whether the Merger closes, the terms of any Warrant financing, and how the enlarged capital structure is ultimately utilized.

8-K Event Classification

5 items: 1.01, 3.02, 5.01, 5.02, 9.01

5 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 3.02 Unregistered Sales of Equity Securities Securities

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

Item 5.01 Changes in Control of Registrant Governance

A change in control of the company occurred, such as through a merger, takeover, or management buyout.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Understanding 8-K Material Events →

0002025878false00020258782025-11-262025-11-26iso4217:USDxbrli:sharesiso4217:USDxbrli:shares

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): November 26, 2025

TRIUNITY BUSINESS SERVICES LIMITED

(Exact name of registrant as specified in its charter)

Nevada		333-282541		35-2851106
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

BO1-A-09, Menara 2, KL Eco City, 3, Jalan Bangsar, 59200 Kuala Lumpur, Malaysia(Address of principal executive offices) (Zip Code)

+60 122086303

(Registrant’s telephone number, including area code)

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		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 (§230.405 of this chapter) or Rule 12b-2 of the Exchange Act (§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 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 diluted equity at a total cash exercise price of $28,000,000, conditioned on consummation of the Merger between the Company and Independence Power. If the Merger does not occur, then the Emergent Parties have the right, but not the obligation, to purchase the Control Block from the Independence Parties for an amount equal to the original SPA purchase price of $575,000. The Emergent Parties may exercise the repurchase right at any time following either written notice from the Independence Parties that the Merger will not be consummated or the passage of 180 days from the closing of the SPA without consummation of the Merger.

The foregoing descriptions do not purport to be complete and are qualified in their entirety by reference to the full text of the Letter Agreements, copies of which will be filed in the Form 10-Q for the quarter ending on January 31, 2026.

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.

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 Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information set forth under Item 1.01 and Item 5.01 of this Current Report is incorporated into this Item 5.02 by reference.

Effective December 2, 2025, in connection with the change in control described in Item 5.01 and in accordance with the terms of the SPA and the Consent, Ms. Jervey Choon resigned as the Chief Executive Officer, President, Secretary, Treasurer and sole Director of the Company and the Board appointed:

	·	Todd Parkin as Chief Executive Officer; and
	·	Scott Stephenson as Chairman, President, Secretary, Chief Financial Officer, and Treasurer.

Also effective December 2, 2025, the Board appointed Scott Stephenson as the sole Director and Chairman of the Board. The resignation of Ms. Choon was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.

Todd Parkin, age 55, is President of Rincon Broadcasting Group, where he leads a newly formed station group focused on revitalizing local television through technology and community engagement. With a career spanning executive roles at Bally’s Sports Networks, MGM Studios, and multiple media startups, Mr. Parkin has overseen the creation and distribution of thousands of live sports events, launched new digital networks, and managed P&Ls exceeding $400 million. He is also a partner at Rincon Alpha, which is a consulting firm.

Scott Stephenson, age 52, is Chief Financial Officer of Independence TX LLC, where he focuses on creating efficiencies that fuel business growth for the future. Mr. Stephenson built his career in the investing, energy and mining businesses, previously serving as Chief Financial Officer at Aequor Mgt LLC and Managing Partner at Stephenson & Pfeil, PLLC. He has also served as Managing Partner of PS Stephenson & Co., PC, since July 2007.

At this time, the Company has not entered into any arrangement with either Mr. Parkin or Mr. Stephenson, respectively, regarding the payment of compensation for his respective services as an officer or director of the Company.

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

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

FAQ

What change of control did TriUnity Business Services (TYBB) report?

Energizer Systems, LLC entered into a stock purchase agreement with former majority shareholder and CEO Jervey Choon and acquired 3,800,000 common shares, the “Control Block,” representing about 63.8% of TriUnity’s outstanding common stock for $575,000. The transaction closed on November 26, 2025, causing a change in control that was acknowledged and ratified by the Board.

What recapitalization steps has TriUnity Business Services (TYBB) committed to?

Under the Recapitalization Letter Agreement, TriUnity committed to amend its Articles of Incorporation to increase authorized common stock to 400,000,000 shares and to carry out a 7‑for‑1 forward stock split of issued and outstanding common stock. Energizer Systems agreed to vote all shares it controls in favor of these amendments.

What are the key terms of the planned Merger involving TriUnity (TYBB) and Independence Power?

The company plans, subject to completion of audited financial statements, to pursue an acquisition of Independence Power from Energizer Systems in exchange for TriUnity common stock, referred to as the “Merger.” Following the Merger, Energizer Systems would hold approximately 96% of TriUnity’s outstanding equity.

How are the Warrants described in TriUnity Business Services’ 8-K structured?

Under the Warrant Letter Agreement, TriUnity agreed to issue Warrants to future financing parties selected by the company. These Warrants will be exercisable for shares of common stock representing about 19% of the company’s fully diluted equity at a total cash exercise price of $28,000,000, and their issuance is conditioned on consummation of the Merger with Independence Power.

What happens if the planned Merger for TriUnity Business Services (TYBB) does not occur?

If the Merger does not occur, the Emergent Parties have the right, but not the obligation, to purchase the 3,800,000‑share Control Block from the Independence Parties for an amount equal to the original SPA purchase price of $575,000. This repurchase right can be exercised after written notice that the Merger will not be consummated or after 180 days from the SPA closing without the Merger closing.

What leadership changes did TriUnity Business Services (TYBB) disclose?

Effective December 2, 2025, Jervey Choon resigned as Chief Executive Officer, President, Secretary, Treasurer, and sole Director. The Board appointed Todd Parkin as Chief Executive Officer and Scott Stephenson as Chairman, President, Secretary, Chief Financial Officer, and Treasurer. Stephenson was also appointed sole Director and Chairman of the Board.