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): ~~December~~May 1021, ~~2024~~2025 (~~November~~May 2614, ~~2024~~2025)

NEURALBASE AI LTD.

(Exact name of registrant as specified in its charter)

Nevada	000-33325	N/A
(State or other jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification Number)

~~Calle~~10409 98Pacific ~~No.19~~Palisades ~~A - 79 AP~~Ave.

~~410~~Las ~~Localidad~~Vegas, DeNV ~~Chapinero~~89144-1221

Bogota 00000l, Colombia

+1 727 314 3717

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

~~including~~Calle ~~area~~98 ~~code~~No.19 A - 79 AP410 Localidad De ChapineroBogota 00000l, ofColombia ~~registrant's~~(Former ~~principal~~Name ~~executive~~or ~~offices~~Former Address,if Changed Since Last Report)

(Former Name or Former Address,if Changed Since Last Report)

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:

	☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
	☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None.

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

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). ☒

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. ☒

NEURALBASE AI LTD.

Form 8-K

Current Report

Item 81.01. ~~Other~~Entry ~~Events.~~into a Material Definitive Agreement

AsOn ~~previously~~May ~~announced~~19, on2025, ~~August~~Neuralbase 5,AI ~~2024,~~Ltd. (the “Company”) ~~filed~~entered ainto ~~Certificate~~an ofAsset ~~Amendment~~Purchase ~~amending~~Agreement ~~its~~(the ~~Articles~~“Asset ofPurchase ~~Incorporation~~Agreement”) with Vighnesh Dabole, pursuant to which the ~~Nevada~~Company ~~Secretary~~acquired ofall ~~State~~right, totitle, ~~affect~~and ~~the~~interest ~~name~~in ~~change~~and ofto the ~~Company~~BMP ~~Neuralbase~~AI (formerly Nosha AI) ~~Ltd~~business, including all intellectual property, software, code, and technology. (As consideration, the ~~“Name~~Company ~~Change”)~~issued 5,000,000 shares of restricted common stock to Mr. Dabole.

InOn ~~connection~~May ~~with~~20, ~~the Name Change~~2025, the Company ~~filed~~entered aninto ~~Issuer~~a ~~Company-Related~~Spinout ~~Action~~and ~~Notification~~Separation ~~Form~~Agreement ~~with Financial Industry Regulatory Authority~~ (the “~~FINRA~~Spinout Agreement”) towith ~~request~~Frank ~~effectiveness~~Gomez, of the ~~name~~Company’s ~~change,~~former a(see ~~new~~Item ~~stock~~5.02 ~~symbol,~~below) ~~and~~Chief toExecutive ~~give~~Officer, ~~effect~~President, toChief aFinancial ~~Seven~~Officer, ~~Thousand~~Secretary, ~~Five Hundred-for-1 (7~~Treasurer,~~500-for-1)~~ ~~Reverse~~and ~~Stock~~director. ~~Split~~Under ~~(“Reverse~~the ~~Split).~~Spinout ~~Following~~Agreement, the ~~Reverse~~Company ~~Split~~transferred all right, 1title,~~499,338,547~~ ~~issued~~ and ~~outstanding~~interest ~~shares~~in ofthe ~~Common~~Multidoc.ai ~~Stock~~business ~~shall~~to ~~represent~~Mr. ~~199~~Gomez,~~911~~ ~~post-Reverse~~with ~~Split~~mutual ~~shares~~releases, and ~~any and all fractional shares resulting from~~ the ~~Reverse~~parties ~~Split~~terminated ~~shall~~all beprior ~~rounded~~business uprelationships related to ~~the next whole share~~Multidoc.ai.

OnItem ~~November~~5.01 ~~26,~~Changes ~~2024, FINRA announced that the Name Change, Symbol Change, and the Reverse Split of the issued and outstanding shares of the Company’s Common Stock would be made effective~~ in ~~the~~Control ~~marketplace as~~ of ~~market open on November 27, 2024.~~Registrant

~~Additionally,~~On ~~FINRA~~May ~~also~~14, ~~approved~~2025, ~~the~~Vighnesh ~~Company’s~~Dabole, ~~request~~in toa ~~change~~private ~~its~~transaction ~~stock~~not ~~symbol~~involving ~~from “VIRA” to “NBBI” (~~the ~~“Symbol~~Company, ~~Change”).~~acquired ~~The~~50,000,000 ~~Company’s~~ shares ~~will~~of ~~continue~~common tostock ~~trade~~and on8,000,000 ~~the~~shares ~~OTC~~of ~~Marketplace~~Series ~~under~~A ~~the~~preferred ~~symbol~~stock ~~“VIRA” with the letter “D” added to the end~~ of the ~~trading~~Company. ~~symbol~~As ~~for~~ a ~~period~~result of 20this ~~trading~~private ~~days~~transaction, ~~form the Effective Date to indicate that the Reverse Stock Split has occurred~~Mr. ~~After~~Dabole ~~the~~became ~~20-trading day period has elapsed~~ the ~~Symbol~~controlling ~~Change~~shareholder ~~will~~of ~~become effective, with~~ the Company~~’s trading symbol becoming “NBBI” at such time~~.

NoItem ~~action~~5.02 isDeparture ~~required~~of ~~from~~Directors ~~current~~or ~~shareholders~~Certain inOfficers; ~~relation~~Election toof ~~the~~Directors; ~~announcement~~Appointment of ~~the~~Certain ~~Name Change, Symbol Change, and Reverse Stock Split, however, the Company’s CUSIP has changed to 927647206.~~Officers

2Effective May 20, 2025, Frank Gomez resigned as Chief Executive Officer, President, Chief Financial Officer, Secretary, Treasurer, and sole director of the Company. Mr. Gomez’s resignation was not due to any disagreement with the Company on any matter relating to its operations, policies, or practices.

~~Item~~Effective ~~9.01~~the same date, the Board of Directors appointed Vighnesh Dabole as Chief Executive Officer, President, Chief Financial ~~Statements~~Officer, Secretary, Treasurer, and ~~Exhibits~~sole director of the Company.

~~(d)~~Biography ~~Exhibits. The following exhibits are either filed as a part hereof or are incorporated by reference. Exhibit numbers correspond to the numbering system in Item 601~~ of ~~Regulation~~Vighnesh ~~S-K.~~Dabole:

Exhibit
Number	Description of Exhibit	Filing
3.01	Certificate of Amendment filed with the Nevada Secretary of State	Previously Filed
3.02	Certificate of Change Pursuant to NRS 78.209	Previously Filed
104	Cover Page Interactive Date File (embedded within the Inline XBRL document).

Mr. Dabole has over five years of experience in fund management, trading, and financial services leadership. Since May 2023, he has served as Managing Director of Loyalty Liquidity, where he provides strategic leadership, oversees trading platform operations, implements compliance frameworks, and leads product development initiatives. From December 2021 to April 2023, Mr. Dabole was the Founder and Director of Loyalty FX Markets Limited, where he directed business growth, trading technology enhancements, and platform innovation. From January 2020 to November 2022, he worked as a Fund Manager and Trader at Future FX Markets Limited, where he developed and implemented investment strategies, conducted market analysis, and ensured regulatory compliance. Additionally, from 2021 through 2023, Mr. Dabole operated as a franchisee of Jio India, overseeing operational activities and customer engagement. From 2018 through 2019, he engaged in professional development and preparatory work in the financial markets sector. Mr. Dabole holds a Diploma from the University of Pune, earned between 2015 and 2018.

*PreviouslyAs ~~filed~~of asthe ~~exhibits~~date toof ~~the~~this ~~Company’s~~filing, ~~Current~~Mr. ~~Report~~Dabole ashas ~~filed~~not entered into a material compensatory plan or arrangement with the ~~SEC~~Company onin ~~August~~connection 16with his appointment as an officer or director, ~~2024.~~and there are no related party transactions required to be disclosed under Item 404(a) of Regulation S-K.

3Item 8.01 Other Events

~~SIGNATURES~~Overview of BMP AI and Strategic Transformation

Pursuant to the ~~requirements~~Asset ofPurchase Agreement, the ~~Securities~~Company ~~Exchange~~completed ~~Act~~the acquisition of ~~1934~~BMP AI (formerly Nosha AI), a next-generation artificial intelligence (AI) software platform engineered for enterprise deployment. While the ~~registrant~~Company has ~~duly~~divested ~~caused~~its ~~this~~Multidoc.ai ~~report~~business, its strategic focus remains firmly within the AI sector — now redirected toward a broader and more scalable opportunity. Through the acquisition of BMP AI, the Company is concentrating on the development, commercialization, and integration of a secure, document-grounded AI platform designed to behelp ~~signed~~organizations deploy intelligent assistants that generate answers, automate workflows, and deliver insights based exclusively on ~~its~~verified ~~behalf~~internal bydocuments, ~~the~~data, ~~undersigned~~and ~~thereunto~~knowledge ~~duly~~bases. ~~authorized~~This strategic realignment positions Neuralbase AI Ltd. to meet the increasing demand for accurate, auditable, and compliant AI solutions across regulated industries.

	NEURALBASE AI LTD.
Dated: December 10, 2024	/s/ Frank Gomez
	By: Frank Gomez
	Its: Chief Executive Officer

4Definition of BMP AI Technology

As used herein, BMP AI refers to the enterprise-grade AI platform acquired by the Company, which integrates document ingestion, vector-based semantic search, retrieval-augmented generation (RAG), and compliance-layer tooling. The platform supports the creation of domain-specific AI assistants capable of generating traceable outputs grounded in the company’s own proprietary materials. Unlike general-purpose AI models trained on public internet data, BMP AI is specifically designed to support mission-critical use cases in regulated sectors such as healthcare, financial services, legal operations, and enterprise compliance.

Technology Overview and Architecture

The BMP AI platform transforms enterprise data into intelligent outputs through a layered architecture consisting of:

	·	Document ingestion: Secure uploading and parsing of content (PDFs, Word documents, HTML, etc.).
	·	Vector embeddings and semantic search: Converts content into searchable vectors to enable accurate matching.
	·	Retrieval-augmented generation (RAG): Synthesizes responses using only retrieved internal content.
	·	Compliance and privacy layer: Provides encryption, access control, audit logging, and data residency features.
	·	Output interfaces: Supports delivery through chatbots, APIs, dashboards, and third-party systems.

This architecture is designed to meet enterprise requirements for explainability, auditability, and deployment in privacy-regulated environments.

Example Applications

BMP AI may be deployed in the following real-world scenarios:

	·	Healthcare: Enabling HIPAA-compliant assistants that provide internal protocol guidance and support documentation access.
	·	Financial services: Automating client onboarding, regulatory Q&A, and internal policy navigation.
	·	Legal operations: Supporting contract analysis, legal research, and compliance workflows.
	·	Enterprise functions: Powering HR, IT helpdesk, and internal training assistants.
	·	E-commerce: Assisting with product support, order tracking, and return processing.

Strategic Expansion Potential

BMP AI also provides a foundation for broader expansion into adjacent AI markets, including:

	·	AI-driven document summarization and content analysis
	·	Predictive analytics and workflow optimization
	·	Voice and conversational AI applications
	·	Customer insights and personalization engines
	·	Integration with robotic process automation (RPA) tools

By first focusing on document-grounded AI in compliance-sensitive industries, the Company aims to establish a defensible market position and grow into higher-value AI applications over time.

Research and Development Priorities

The Company’s near-term R&D roadmap includes:

	·	Enhancements to its retrieval-augmented generation (RAG) architecture
	·	Development of sector-specific models for healthcare, finance, and legal domains
	·	Expansion of its no-code workflow builder and multilingual UI
	·	Strengthening of privacy and security features to align with HIPAA, GDPR, and SOC 2
	·	Launch of an SDK and partner developer ecosystem

Go-to-Market and Sales Strategy

Neuralbase AI Ltd. will pursue a multi-channel commercialization strategy including:

	·	Direct sales to enterprise buyers in target verticals
	·	Partnerships with SaaS vendors and systems integrators
	·	Online self-service offerings for small and midsize businesses
	·	Account-based marketing (ABM) campaigns targeting strategic enterprise accounts

Competitive Positioning

The Company believes BMP AI is competitively positioned through:

	·	A document-grounded architecture that reduces hallucinations and ensures traceability
	·	A compliance-first design aligned with regulatory mandates
	·	A no-code platform that accelerates deployment
	·	An API-first model that supports extensibility
	·	Flexible pricing models and modular feature expansion

Regulatory Considerations

The Company recognizes that AI systems intended for enterprise and regulated-sector deployment must meet evolving compliance, governance, and ethical requirements. The Company is actively designing BMP AI to align with applicable regulatory frameworks, including:

	·	HIPAA, GDPR, and SOC 2 for privacy and security
	·	EU AI Act and anticipated U.S. AI guidance for transparency and human oversight
	·	CCPA, FINRA, and industry-specific supervisory requirements

Key platform features include audit trails, role-based access controls, encryption, explainable outputs, and opt-in human review workflows. Management believes this compliance-first approach differentiates BMP AI in the enterprise market and is essential for serving clients with high regulatory exposure.

Next Steps and Forward-Looking Plans

The Company is currently focused on integrating the BMP AI platform into its operational framework and accelerating the execution of its research and development roadmap. Key near-term priorities include expanding product capabilities, advancing compliance and certification efforts, and launching targeted go-to-market initiatives across enterprise and midmarket segments.

The Company plans to provide additional updates on progress, milestones, and strategic initiatives through upcoming public disclosures, investor communications, and shareholder outreach as part of its commitment to transparency and long-term value creation.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
10.1		Asset Purchase Agreement dated May 19, 2025
10.2		Spinout and Separation Agreement dated May 20, 2025
104		Cover Page Interactive Data File (Embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		NEURALBASE AI LTD.

Dated: May 21, 2025		/s/ Vighnesh Dabole
		By: Vighnesh Dabole
		Its: Chief Executive Officer

Filing Compare · BMP AI Technologies, Inc.