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FTSP • CIK 0001319643
FinTrade Sherpa, Inc. (the Company) was incorporated in the State of Nevada, U.S.A., on December 9, 2004. The Companys principal executive offices are in Reno, Nevada. The Company was originally formed to acquire exploration stage natural resource properties. On February 14, 2025, the Company changed its name from Lode-Star Mining Inc. to FinTrade Sherpa, Inc. to align with its new business model. In February 2025, the Company entered into an Asset Purchase Agreement, License Agreement, Software Development Agreement and Lock-up and Leak-Out Agreements associated with its business objective to develop an artificial intelligence powered financial research platform. Asset Purchase Agreement On February 12, 2025, Lode-Star Mining Inc., a Nevada corporation (the Company), entered into an Asset Purchase Agreement (the Asset Purchase Agreement) with Tarka LHerpiniere (the Seller), pursuant to which the Company agreed to purchase from the Seller all of Sellers rights, title and interest in and to certain [intellectual property, rights and derivative works, including improvements, modifications, creations and enhancements created by Seller using AI models licensed from Predictive Technology, LLC, a Colorado limited liability company (Predictive), relating to software and technology (collectively, the Purchased Assets). As consideration for the purchase of the Purchased Assets, the Company agreed to issue 227,000,000 shares of common stock, par value $0.001 per share (Common Stock), of the Company to the Seller, or any person designated by the Seller (each, a Designee and collectively, the Designees), provided that such Designee completes and duly executes and delivers to the Company an investor questionnaire that, among other things, certifies that such Designee is an accredited investor under Regulation D promulgated under the Securities Act of 1933, as amended (the Securities Act). Pursuant to the terms and conditions of the Asset Purchase Agreement, the Company agreed to provide piggyback registration rights to Seller and each Designee for a period of 12 months commencing on the Closing Date (as defined below) with respect to the shares issued pursuant to the Asset Purchase Agreement. A copy of which is attached hereto as Exhibit 10.12 and incorporated herein by reference. At December 31, 2025, no shares had been issued in connection with the asset purchase agreement. As a subsequent event to this filing, on January 23, 2026, the Company issued all 227,000,000 shares of its common stock effectively closing this transaction. License Agreement In connection with the Asset Purchase Agreement, on the Closing Date, the Company entered into a License Agreement (the License Agreement) with Predictive, pursuant to which Predictive granted the Company an exclusive worldwide license to use certain artificial intelligence technology owned by Predictive in connection with the further development of Alpha-Optimus (the Licensed Technology). Under the License Agreement, the Company agreed to pay a total fee of $440,000 for the Licensed Technology (the License Fee), payable in monthly installments of $5,000 due on the 1st business day of each month. Upon payment in full of the License Fee, the License shall automatically convert into a perpetual, fully paid-up and irrevocable worldwide license to the Licensed Technology. A copy of which is attached hereto as Exhibit 10.13 and incorporated herein by reference. The Company commenced license payments on August 4, 2025. As at December 31, 2025, the Company paid $10,000 and postponed monthly installments while the Company develops the overlaying software. For the months October and beyond, both parties agreed to suspend fees until such time as the software was able to be launched. Arcterix Agreement In connection with the Asset Purchase Agreement, on the Closing Date, the Company entered into an agreement with Arcterix, SARL (Arcterix), a group of software specialists, pursuant to which Arcterix will carry out certain software development activities on the Companys behalf with respect to the further development of Alpha-Optimus (the Arcterix Agreement). In exchange for such services, the Company agreed to pay Arcterix $123,000 within five days after the receipt by the Company of proceeds from an equity financing of the Company from which the Company receives aggregate gross proceeds of not less than $200,000.…