UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
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Securities Exchange Act of 1934
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Item 1.01 Entry into a Material Definitive Agreement.
On June 9, 2026, Caro Holdings Inc. (the "Company") entered into an Asset Purchase and Acquisition Agreement (the "Agreement") with Goldrange Resources Corp., a corporation incorporated under the laws of the Province of Ontario, Canada ("Goldrange"), pursuant to which the Company agreed to purchase a 49% undivided interest in Goldrange's rights in certain mining properties located in Tanzania, Africa. As consideration for such purchase, the Company agreed to issue to Goldrange 20,000,000 shares of the Company's common stock, par value $0.00001 per share. The Agreement contains customary representations and warranties, covenants, indemnification provisions, exclusivity obligations and termination provisions.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement filed as Exhibit 10.1 to this Current Report and incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 of this Current Report is incorporated herein by reference. The 20,000,000 shares to be issued to Goldrange pursuant to the Agreement will be issued in a transaction exempt from registration under the Securities Act of 1933, as amended, in reliance on the exemption provided by Section 4(a)(2) thereof. The shares will bear a restrictive legend reflecting the applicable restrictions on transfer under the Securities Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
CARO HOLDINGS INC. | |||
Date: June 12, 2026 | By: | /s/ Meriesha Rennalls | |
Name: | Meriesha Rennalls | ||
Title: | President | ||
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