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~~July 188, ~~2024~~2025

My City Builders, Inc.

(Exact name of Registrant as specified in its charter)

Nevada		000-55233		27-3816969
(State or other Jurisdiction of Incorporation or organization)		(~~Commission~~CommissionFile ~~File~~ Number)		(IRS ~~Employer I~~EmployerI.D. No.)

100 Biscayne Blvd., #1611

Miami, FL 33132

Phone: (786) 553-4006

(Address, including zip code, and telephone number, including area code, of ~~registrant’s principal executive offices)~~

registrant’s principal executive offices)

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 (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule l4a- l2 under the Exchange Act (17 CFR 240. l4a- l2)

☐	Pre-commencement communications pursuant to Rule l4d-2(b) under the Exchange Act (17 CFR 240. l4d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240. l3e-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

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 41.01 ~~Changes~~Entry ininto ~~Registrant’s~~a ~~Certifying~~Material ~~Accountant.~~Definitive Agreement & Amendments

On ~~November~~July 138, ~~2024~~2025, weMy ~~received~~City ~~the~~Builders, ~~resignation of TPS Thayer~~Inc., ~~LLC – Certified Public Accountants~~ (the “~~TPS~~Company”) asentered ~~our~~into ~~independent~~a ~~accountant.~~Share ~~The~~Purchase ~~Company will engage HTL International~~Agreement, ~~LLC~~ (the “~~HTL~~Agreement”) ~~as our new independent accountants. The report of TPS on our financial statements for the fiscal year ended July 31~~with, ~~2024,~~RAC ~~contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty~~Merger, ~~audit~~LLC ~~scope, or accounting principles, except that~~ (the ~~financial statements for the year ended July 31, 2024, contained a~~ “~~going~~Merger ~~concern~~LLC” ~~paragraph~~). ~~Our~~The ~~Board~~Merger ofLLC ~~Directors~~is ~~did~~owned ~~not~~by ~~recommend or approve of~~ the ~~resignation~~following ~~of TPS. In connection with our audit for its most recent fiscal year ended July 31~~shareholders, ~~2024,~~officers and ~~for~~directors (the ~~period~~“Affiliates”) upof to the ~~date~~Company ~~of dismissal, we have had no disagreements with TPS, on any matter of accounting principles~~ or ~~practices,~~its ~~financial~~wholly ~~statement~~owned ~~disclosure~~subsidiary, orRAC ~~auditing~~Real ~~scope~~Estate orAcquisition procedure, which disagreements, if not resolved to the satisfaction of TPS, would have caused it to make reference to the subject matter of the disagreement(s) in connection with its report on our financial statements for such yearCorp. We ~~have provided TPS, a copy of this report and requested that it furnish us with a letter addressed to the Securities and Exchange Commission~~ (~~the~~ “~~SEC~~RAC”): ~~stating whether it agrees with the above statements. The TPS response letter is attached hereto.~~

On· ~~November~~Yolanda ~~18,~~Goodell ~~2024~~– shareholder, weinterim ~~engaged~~chief ~~HTL~~executive asofficer ~~our new independent accountants. During our two most recent fiscal years ended July 31, 2024,~~ and ~~through~~director ~~the date~~ of ~~this~~the ~~report~~Company, ~~neither~~vice ~~we,~~president ~~nor~~and ~~anyone~~director ~~on our behalf, has consulted with HTL regarding either (i) the application~~ of ~~accounting~~RAC. ~~principles~~· toFrancis aPettilloni ~~specified~~– ~~transaction~~shareholder, ~~either~~interim ~~completed~~chief ~~or proposed; or the type of audit opinion that might be rendered on our~~ financial ~~statements,~~officer and ~~either~~director aof ~~written report was provided to us or oral advice was provided that~~ the ~~new accountant concluded was an important factor considered by us in reaching a decision as to the accounting~~Company, ~~auditing~~chief oroperating ~~financial~~officer ~~reporting~~and ~~issue;~~director or ~~(ii)~~RAC. ~~any~~· ~~matter~~Frank ~~that~~Gillen ~~was~~– ~~either~~shareholder ~~the subject~~ of athe ~~disagreement~~Company ~~(as~~and ~~defined~~president inand ~~paragraph~~director ~~304(a)(1)(iv)~~ of ~~Regulation~~RAC. ~~S-K~~· ~~and~~Jose ~~the~~Maria ~~related~~Eduardo ~~instructions~~Gonzales toRomero ~~this~~– ~~item)~~shareholder, orformer achief ~~reportable~~executive ~~event~~officer ~~(as~~and ~~described~~director ~~in paragraph 304(a)(1)(v)~~ of ~~Regulation~~the ~~S-K)~~Company.

~~Item~~As 9a result of the Agreement, the Merger LLC purchased 1,000 shares of RAC’s common stock from the Company (the “Shares”) (which constitute 100% of the issued and outstanding shares of RAC) in exchange for consideration in the amount of $2,374,896.0100. ~~Financial~~The ~~Statements~~consideration is to be distributed pro rata to the Company’s shareholders. However, since the Merger LLC is made up of the Affiliates who own 98.5% of the current issued and ~~Exhibits~~outstanding common stock of the Company, in lieu of the any distribution to the Affiliates, the Affiliates portion of the distribution in the amount of $2,339,272.56 is satisfied by the assignment of the Shares to the Merger LLC and the remainder of the distribution in the amount of $35,623.44, paid by the Merger LLC, will be distributed pro rata to the remaining Company shareholders. Further, as a result of the sale of the stock of the Company’s wholly owned operating company, RAC is now wholly owned by Merger LLC.

Item No.		Description
16.1		Letter dated November 18, 2024, from TPS Thayer, LLC

Item 2.01 Completion of Acquisition or Disposition of Assets

2The information set forth under Item 1.01 if this Current Report on Form 8-K is incorporated herein by reference.

~~SIGNATURES~~Item 3.02 Unregistered Sale of Equity Securities

~~Pursuant~~The toinformation ~~the~~set ~~requirement~~forth ofunder ~~the~~Item ~~Securities~~1.01 ~~and Exchange Act~~ of ~~1934, the Registrant has duly caused~~ this ~~report~~Current toReport ~~be signed~~ on ~~its~~Form ~~behalf~~8-K byis ~~the~~incorporated ~~undersigned~~herein ~~hereunto~~by ~~duly authorized~~reference.

My City Builders, Inc.
/s/Yolanda Goodell
By: Yolanda Goodell	Date: November 18, 2024
Its: Interim Chief Executive Officer

The Company sold the Shares to the Merger LLC pursuant to section 4(a)(1) of the Securities Act of 1933, as Amended (the “Securities Act”), resale of securities exception. The Company has held the Shares for over 2 years and is not engaged in a distribution of securities and is not an underwriter as defined in Section 2(a)(11) of the Securities Act.

3Item 5.06 Change in Shell Company Status

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

As a result of the Agreement, the Company is no longer an operating company and would be considered a “shell company” as the term is defined in Rule 12b-2 under the Exchange Act.

Item 9.01 Financial Statements and Exhibits

(d) The exhibits listed in the following Exhibit Index are filed as part of this report:

Exhibit No.		Description
99.1		Share Purchase Agreement by and between My City Builders, Inc. and RAC Merger, LLC dated effective July 8, 2025.

SIGNATURES

Pursuant to the requirement of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

My City Builders, Inc.

By /s/ Yolanda Goodell		August 19, 2025
Yolanda Goodell		Date
Its: Interim Chief Executive Officer

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