TRANSUITE.ORG INC. 8-K

What Happened

• TRANSUITE.ORG Inc. (TRSO) filed an 8-K on Feb. 23, 2026 reporting a Cooperation Agreement dated Feb. 21, 2026 with Honwo Technology Holding Limited (Honwo).
• Under the agreement Honwo will integrate core Web3 technologies, product systems, and related business resources into SolanAI Global Limited (SolanAI), a TRSO-controlled subsidiary, which will conduct exclusive operations and global development subject to applicable regulatory requirements.
• As part of the deal Crestar Holdings Limited (TRSO’s wholly owned subsidiary) will transfer a 19% equity interest in SolanAI to Honwo. TRSO will also issue 5,000,000 restricted shares of common stock to Honwo and/or its designees (3,000,000 strategic support shares and 2,000,000 incentive shares subject to service conditions). TRSO retains majority board appointment rights for SolanAI and veto rights over certain major matters. The transaction does not result in a change of control.

Key Details

• Agreement date: February 21, 2026; 8-K filed: February 23, 2026.
• Equity transfer: 19% of SolanAI from Crestar to Honwo; Crestar remains majority owner.
• Share issuance: 5,000,000 restricted common shares (3,000,000 strategic; 2,000,000 incentive), issued under Securities Act exemptions and subject to statutory holding/transfer restrictions.
• Governance: TRSO keeps right to appoint a majority of SolanAI’s board and veto specified major corporate matters; implementation to proceed in phases and subject to regulatory compliance.

Why It Matters

• This is a strategic, non‑controlling collaboration to bring Honwo’s Web3 technology into TRSO’s SolanAI unit, which could affect SolanAI’s product roadmap and operations if successfully implemented.
• The 5,000,000-share issuance will increase TRSO’s outstanding shares and therefore dilute existing shareholders; the shares are restricted and include service-based incentives, which may phase in over time.
• TRSO emphasizes it retains control levers (board appointments and veto rights) and the transaction does not change company control, but implementation and benefits are contingent on corporate governance steps and regulatory approvals — risks the company flagged in its forward‑looking statements.