Supplemental Report
Motomova Inc.
575 Fifth Avenue, Suite 15-121, New York, NY 10017
646-257-4214
www.motomova.com
info@motomova.com
On June 12, 2025, Motomova, Inc., a Delaware corporation (the “Company” or “Motomova”), entered into an agreement with NLI170 Investments LLC, a Michigan limited liability company ( “Buyer”) pursuant to which the Buyer agreed to purchase all the outstanding shares of stock of the Company from the shareholders. The agreement also provides that no later than July 14, 2025, Buyer shall lend Motomova $720,000, of which $400,000 shall be used to pay down a portion of the outstanding $709,920 of the 10% Original Issue Discount Senior Unsecured Promissory Notes and the balance shall be used as working capital for the Company. Buyer also agreed to lend the Company an additional $500,000 upon its request. The agreement provides that at closing, the Buyer shall pay $6,900,000 to the shareholders of Motomova less the amounts loaned to the Company.
Motomova agreed not to take certain action without the prior consent of the Buyer, including incurring additional debt, authorize any shares or convertible securities, acquire any company, or discuss a potential acquisition, merger or other type of business combination with any other party.
If the proposed acquisition by the Buyer occurs, the amounts loaned to the Company shall be converted to the number of shares of common stock of the Company based on a pre-money valuation of Motomova of $6,900,000.
The closing of the acquisition is conditioned upon many factors, including without limitation, confirmation from the holders of no less than 80% of the outstanding indebtedness represented by the Notes to the transaction and all the shareholders of the Company. At closing, the board of directors of Motomova will consist of persons nominated by the Buyer.
Issuer Certification
I, Menachem Shalom, the Chief Executive Officer of Motomova Inc. (the “Company”), certify that:
1. I have reviewed this Supplemental Report of the Company; and
2. Based on my knowledge, this Supplemental Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this disclosure statement.
June 22, 2025
By: /s/ Menachem Shalom
Name: Menachem Shalom
Title: Chief Executive Officer