SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~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): July 2330, 2025 (July 1829, 2025)

NEURALBASE AI LTD.

(Exact name of registrant as specified in its charter)

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

10409 Pacific Palisades Ave.

Las Vegas, NV 89144-1221

+1 ~~727314~~727 314 3717

(Address, including zip code, and telephone number, including area code, of registrant’'s principal executive offices) __________________________________________________ (Former Name or 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~~NeuralBase AI Ltd.

Form 8-K

Current Report

~~Item~~ITEM 1.01. ~~Entry~~ENTRY ~~into~~INTO aA ~~Material~~MATERIAL ~~Definitive~~DEFINITIVE ~~Agreement~~AGREEMENT.

On July 1829, 2025, ~~Neuralbase~~NeuralBase AI Ltd. (the “Company”) entered into ~~entered~~an ~~into~~Asset aPurchase ~~Binding~~Agreement ~~Memorandum~~(the of“APA”) ~~Understanding~~with Ahmed Mohammed Zaheer Uddin (the “~~MOU~~Seller”), ~~with~~pursuant ~~Fifth~~to ~~Wall~~which ~~Building~~the ~~Contracting~~Company ~~LLC,~~acquired acertain ~~UAE~~proprietary artificial intelligence assets known as HeartEase – AI-~~based~~Powered ~~infrastructure~~Early ~~and~~Detection ~~construction~~of ~~company.~~Heart Abnormalities (the “Acquired Assets”). Pursuant to the ~~MOU~~APA, ~~Fifth~~the ~~Wall~~Company ~~has~~agreed ~~committed~~ to ~~provide~~purchase upthe toAcquired ~~USD~~Assets 2in exchange for: (i) 1,000,000 inshares ~~financing~~of to the Company’s ~~through~~Series aA ~~drawdown-based~~Preferred ~~revenue-participation structure~~Stock, ~~with~~issued ~~tranches~~to ofthe ~~$25,000~~Seller at Closing; and (ii) a ~~maximum~~cash payment of $100,000 ~~per~~USD, ~~30-day~~payable ~~period.~~no ~~Repayment~~later ~~will~~than ~~commence~~September in15, ~~January~~2025. ~~2026~~The ~~and~~APA ~~shall~~contains ~~equal~~customary 8%representations, ofwarranties, ~~the~~covenants, ~~Company’s~~indemnification ~~gross monthly revenue~~provisions, ~~subject~~and toclosing ~~a repayment cap of 1~~conditions.5x ~~the~~The ~~aggregate~~Acquired ~~amount~~Assets, ~~disbursed~~described ~~(not~~in todetail ~~exceed~~in ~~USD~~Schedule ~~3,000,000)~~1.1 ~~Proceeds~~to ~~from~~ the ~~financing~~APA, ~~will~~include ~~support~~software, ~~the~~AI ~~Company’s~~models, ~~product~~training ~~development~~datasets, ~~hiring~~intellectual property, and ~~go-to-market~~related ~~operations~~materials comprising the HeartEase platform.

~~The~~In ~~MOU~~connection with the transaction, the Company also ~~contains~~entered ~~customary~~into ~~terms~~a ~~including~~separate ~~reporting~~Asset ~~obligations,~~Transfer ~~default~~Agreement ~~remedies,~~(the ~~acceleration~~“ATA”) ~~clauses,~~to effectuate the transfer and assignment of the ~~potential~~Acquired ~~for~~Assets. ~~Fifth~~The ~~Wall~~foregoing description of the APA and the ATA does not purport to ~~request~~be acomplete ~~security~~and ~~interest~~is qualified in ~~Company~~its ~~receivables.~~entirety ~~The~~by ~~MOU~~reference ~~constitutes~~to athe ~~binding~~full ~~agreement~~text of the APA and ~~may~~ATA, becopies ~~superseded~~of bywhich aare ~~definitive~~attached ~~financing~~as ~~agreement~~Exhibits 10.1 and 10.2, respectively, and incorporated herein by reference.

~~The~~ITEM ~~foregoing~~2.01 ~~summary~~COMPLETION ofOF ~~the~~ACQUISITION ~~MOU~~OR isDISPOSITION ~~qualified~~OF ~~in its entirety by reference to the full text of the MOU, which is attached hereto as Exhibit 10~~ASSETS.~~1 and incorporated herein by reference.~~

The information contained in Item 91.01. ~~Financial~~of ~~Statements~~this ~~and~~Current ~~Exhibits~~Report on Form 8-K is incorporated by reference into this Item 2.01.

~~(d)~~ITEM ~~Exhibits~~3.02 UNREGISTERED SALES OF EQUITY SECURITIES.

Exhibit No.		Description
10.1		Binding Memorandum of Understanding between Neuralbase AI Ltd. and Fifth Wall Building Contracting LLC, dated July 18, 2025
104		Cover Page Interactive Date File (Embedded within the Inline XBRL document).

As described in Item 1.01, on July 29, 2025, the Company issued 1,000,000 shares of its Series A Preferred Stock to the Seller as part of the consideration under the APA. These shares were issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and Regulation D promulgated thereunder, as a transaction not involving a public offering.

2ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

~~SIGNATURES~~(d) Exhibits.

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.

Exhibit No.		Description
10.1		Asset Purchase Agreement dated July 29, 2025 by and between NeuralBase AI Ltd. and Ahmed Mohammed Zaheer Uddin (including Schedule 1.1)
10.2		Asset Transfer Agreement dated July 29, 2025 by and between NeuralBase AI Ltd. and Ahmed Mohammed Zaheer Uddin
104		Cover Page Interactive Date File (Embedded within the Inline XBRL document).

	Neuralbase AI Ltd.
Dated: July 23, 2025	By:	/s/ Vighnesh Dobale
		Vighnesh Dobale
	Its:	Chief Executive Officer

3SIGNATURES

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: July 30, 2025	/s/ Vighnesh Dobale
	By:	Vighnesh Dobale
	Its:	Chief Executive Officer

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