AIxCrypto Holdings, Inc. Enters into Common Shares Purchase Agreement

AIxCrypto Holdings, Inc. has entered into a common shares purchase agreement with Gold King Arthur Holding Limited. The agreement allows for a private placement offering where the Company will sell shares of its common stock to the Purchaser, up to an aggregate gross purchase price of $50,000,000 or 19.99% of the voting power, whichever is less, unless shareholder approval is obtained for a higher amount. The offering is made in reliance on exemptions from registration requirements. The Company intends to use the net proceeds for purposes outlined in its prospectus. The agreement includes provisions for VWAP (Volume Weighted Average Price) purchases, where the purchase price is set at 93% of the daily VWAP over three consecutive trading days. The Purchaser is entitled to a 3.0% draw fee. The Company has also paid an upfront fee of $100,000. AIxCrypto Holdings is obligated to file a registration statement for the resale of these shares and use commercially reasonable efforts to have it become effective. The agreement has specific termination conditions and includes customary representations, warranties, and covenants from both parties. This filing incorporates information regarding the unregistered sale of equity securities and exhibits related to the agreement.