NFiniTi inc. announced a private placement to issue 15% Convertible Promissory Note for gross proceeds of $500,000 and principal amount of $1,000,000 and entered into an Equity Line of Credit Agreement to issue Common Shares for aggregate gross proceeds of $20,000,000 on May 20, 2025. The transaction included participation from new investor RH2 Equity Partners. The Equity Line agreement will have a commitment period from May 20, 2025 to May 20, 2027. The Note was issued effective as of May 20, 2025, and bears interest at a rate of 15% per annum, with the principal and accrued interest due on May 20, 2026. The Holder may convert all or part of the outstanding principal and accrued interest into shares of the Company?s common stock, par value $0.0001 per share, at a conversion price equal to 75% of the lowest average daily trading price of the Common Stock over the previous 30 trading days prior to the conversion date. Conversions are subject to a Beneficial Ownership Limitation of 4.99% (which may be increased to 9.99% with 61 days? notice). The Company may prepay the Note with a premium of 115% to 125%, depending on the timing of prepayment, subject to the Holder?s conversion rights during the notice period. The issuance of the Note and the sale of common Shares was made in reliance on exemptions from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506(b) of Regulation D. The Company is a ?shell company? as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended, and the availability of Rule 144 for resale of the shares issuable upon conversion is subject to certain conditions.

On the same date the company issued 15% Convertible Promissory Notes having a principal amount of $1,000,000 for aggregate proceeds of $500,000 in its first Tranche.