UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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 (see General Instruction A.2. below):
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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).
Emerging growth company
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has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
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| Item 1.01 | Entry into a Material Definitive Agreement. |
CFO Employment Agreement
On November 19, 2021, the board of directors of Tribal Rides International Corp., a Nevada corporation (the “Company”), approved an Employment Agreement dated effective November 17, 2021 with Don Smith (the “CFO Agreement”), the Company’s newly-appointed Chief Financial Officer (the “CFO”). Pursuant to the CFO Agreement, the CFO is entitled to monthly cash compensation of $3,500 per month. In addition, beginning January 1, 2022, the CFO will be awarded 1,000,000 shares of Common Stock of the Company annually for three years (the “CFO Shares”). The CFO Shares will vest monthly. The CFO Agreement may be terminated, for any reason, by either party upon written notice to the other party.
CTO Employment Agreement
On November 19, 2021, the board of directors of the Company approved an Employment Agreement dated effective November 17, 2021 with Steven Ritacco (the “CTO Agreement”), the Company’s newly-appointed Chief Technology Officer (the “CTO”). Pursuant to the CTO Agreement, the CTO is entitled to monthly cash compensation of $8,000 per month. In addition, beginning January 1, 2022, the CTO will be awarded 1,000,000 shares of Common Stock of the Company annually for three years (the “CTO Shares”). The CTO Shares will vest monthly. The CTO Agreement may be terminated, for any reason, by either party upon written notice to the other party.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
The disclosure contained in Item 1.01 hereto under the subheading “CFO Employment Agreement” and “CTO Employment Agreement” is incorporated by reference into this Item 5.02.
CFO Appointment
On November 19, 2021, the Company appointed Don Smith as the Company’s Chief Financial Officer.
Don Smith (age 57) From January 1998 to the present, Mr. Smith has served as President of Emerald Palms LLC Consulting and Professional Tax & Accounting. From January 2019 to February 2020, Mr. Smith served as Vice-President Sales and Business Development at Singlepoint, Inc. From October 2016 to October 2018, Mr. Smith served as Vice President, Chief Operating Officer, and a director of Smart Cannabis Inc. (OTC: SCNA).
There are no family relationships between Mr. Smith and any director, executive officer or person nominated or chosen by the Company to become a director or executive officer.
A copy of the press release announcing Mr. Smith’s appointment is attached hereto as Exhibit 99.1 and incorporated herein by reference.
CTO Appointment
On November 19, 2021, the Company appointed Steven Ritacco as the Company’s Chief Technology Officer.
Steven Ritacco (age 56) Mr. Ritacco has served as a director of the Company since June 1, 2020. From April 2001 until the present. From 2012 to the present, Mr. Ritacco has served as President of KeptPrivate Inc./Proxemi. From September 2015 until March 2018, Mr. Ritacco served as Chief Technology Officer of Blue NRGY Group Ltd. Mr. Ritacco received an undergraduate degree from the University of Rhode Island.
There are no family relationships between Mr. Ritacco and any director, executive officer or person nominated or chosen by the Company to become a director or executive officer.
| 2 |
Effective June 20, 2020, the Company granted options to purchase an aggregate of 100,000 shares of the Company’s Common Stock, exercisable at $0.01 per share, to Mr. Ritacco.
A copy of the press release announcing Mr. Ritacco’s appointment is attached hereto as Exhibit 99.2 and incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure. |
On November 29, 2021, the Company issued press releases, a copies of which is attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, which announced CFO and CTO appointments. Pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”), the information in this Item 7.01 disclosure, including Exhibit 99.1, and the information set forth therein, is deemed to have been furnished to, and shall not be deemed to be “filed” with, the SEC.
The press releases may contain forward-looking statements. Such forward-looking statements are based on information presently available to the Company’s management and are current only as of the date made. Actual results could also differ materially from those anticipated as a result of a number of factors, including, but not limited to, those discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, and subsequent reports filed by the Company with the SEC. For those reasons, undue reliance should not be placed on any forward-looking statement. The Company assumes no duty or obligation to update or revise any forward-looking statement, although it may do so from time to time as management believes is warranted or as may be required by applicable securities law. Any such updates or revisions may be made by the Company by filing reports with the SEC, through the issuance of press releases or by other methods of public disclosure.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
| Exhibit No. | Description |
| 99.1 | Press Release dated November 29, 2021 |
| 99.2 | Press Release dated November 29, 2021 |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL) |
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 hereunto duly authorized.
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Tribal Rides International Corp.
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| Date: November 29, 2021 | By: | /s/ Joseph Grimes |
| Joseph Grimes, Chief Executive Officer | ||
| 3 |
Exhibit 99.1
Tribal Rides International Corp. Announces Appointment of Don Smith as Chief Financial Officer
Mission Viejo, California November 29, 2021 – Tribal Rides International Corp. (“Tribal Rides” or the “Company”) (OTC PINK: XNDA), a California based software company, announced that it has hired startup veteran Donald Smith to be the Company’s Chief Financial Officer.
Mr. Smith has extensive experience in building startup companies that explode within emerging markets. His capacities include fundraising, generating strategic alliances, managing mergers and acquisitions, developing sales pipelines, marketing, and overseeing operations. He has spent the past 10 years finely focused on the building and executive management of other publicly traded companies. In his career, he has promoted advancements in organic sustainable food industry and its applications to the cultivation and growth of the legal cannabis business. In that time, he co-invented a “vertical cultivation” device and the invention and successful hydroponics business was sold to Greengro Technologies, Inc., where Smith served in various capacities including Chairman and CEO.
In a long life of business, Mr. Smith is an accomplished visionary, deal maker, and sales professional with 25 years’ experience in emerging technologies, broadcast television, film, post production, animation hardware and software systems. His extraordinary people skills and ability to understand the psychology of motivating others toward goals while keeping focus on revenue and closing deals are some qualities that make his continually successful decade to decade. Topped off with extensive financial, tax law, and accounting expertise prove invaluable in addressing both tactical and strategic issues of converting deal memos into successful sales of products and services or mergers and acquisitions of entire companies. As a licensed Enrolled Agent, Mr. Smith is recognized to practice before the Internal Revenue Service and has built multiple tax firms and prepared over 15,000 returns. This supports his ability to execute from business plan, to funding, growth, and eventual exit.
Overall, skills plus his uncanny instinct for emerging markets which have historically resulted in multiple successes in technology, real
estate, finance, and market leadership successes for Mr. Smith drive his desire to pursue the vast opportunities in the automated drive
technology marketplace that the Company pursues.
About Tribal Rides International Corp.
Tribal Rides International Corp. is engaged in the business of digital transformation of transportation. The digital transportation enablement and enhancement platform provides fully automated dispatching and bookings management built for taxi companies, limousine companies and ride-sharing service providers. The platform gives customers an app-based experience and provides service providers a range of functions which include customer booking, accounts management, driver tracking, real-time notifications, auto dispatching algorithms, accounting and settlements, corporate account management as well as providing reporting and analytics. The platform has also shown to have a direct application in the B2B space in providing corporations with a more efficient taxi chit solution to combat fraud and excessive administration costs.
For more information, visit www.tribalrides.us
Safe Harbor Statement
This news release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are intended to be covered by the "safe harbor" created by those sections. Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies and expectations, can generally be identified by the use of forward-looking terms such as "believe," "expect," "may," "will," "should," "could," "seek," "intend," "plan," "goal," "estimate," "anticipate" or other comparable terms. All statements other than statements of historical facts included in this news release regarding our strategies, prospects, financial condition, operations, costs, plans and objectives are forward-looking statements. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following: our ability to successfully develop and market our products and services; the acceptance of our products and services by customers; our ability to pay operating costs and ability to meet demand for our products and services; the amount and nature of competition from other products and services; the effects of changes in our markets; our ability to successfully develop new products and services; our ability to comply with applicable regulations; and the other risks and uncertainties described in our prior filings with the U.S. Securities and Exchange Commission. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.
Media contact:
Joseph Grimes
joeg@tribalrides.us
949.434.7259
Exhibit 99.2
Tribal Rides International Corp. Announces Appointment of Steven Ritacco as Chief Technology Officer
Mission Viejo, California November 29, 2021 – Tribal Rides International Corp. (“Tribal Rides” or the “Company”) (OTC PINK: XNDA) a California based software company, announces that it is filling another position it its C-Level executive team by appointing Steven (Steve) Ritacco to be the Company's Chief Technology Officer.
Mr. Ritacco is a veteran of many high profile startups. After spending some of his early career in software development roles with industry heavyweights, Hewlett Packard and Adobe Systems, he took on key software development leadership roles in two Bay Area, Kleiner Perkins startups (GO Corp. and Excite). Moving into CTO positions for the last two decades, he’s channeled his technology and management skills toward building Technology Organizations that routinely outperform expectations. “Nothing is more important to me than our applications’ customer experience. My teams work tirelessly to get it right,” stated Mr. Ritacco. He’s also worked on applications designed to process and report against very large data sets, tens-of-terabytes of retail and IoT data. Further, Mr. Ritacco stated, “My passion has always been delivering software applications that delight users and solve problems by simplifying their life or work.” In any software realm, Mr. Ritacco has built highly functional teams of talented engineers with great cultural diversity. He doesn’t just honor diversity, he finds it to be essential.
As CTO, Mr. Ritacco will lead the development of the Company’s products and will also be involved in strategic acquisitions that help fuel the Company's’ growth. It’s often the case that key capabilities can be brought in through acquisitions that deliver shareholder value for both parties. “We don’t have to build everything ourselves. One plus one can equal three, given the right circumstances,” stated Mr. Ritacco.
Rounding out his experience, Mr. Ritacco has extensive experience working in international organizations and with international partners. He’s opened offices and built organizations in Europe and worked closely with offshore development teams and owned corporate relationships with multiple Japanese companies.
Mr. Ritacco has a history of working closely with his counterparts in Corporate Finance to make sure budgets are accurate and goals are met. “It’s really important that the C-Team work together as a tight unit. It’s the best way to deliver results for our shareholders,” stated Mr. Ritacco.
About Tribal Rides International Corp.
Tribal Rides International Corp. is engaged in the business of digital transformation of transportation. The digital transportation enablement and enhancement platform provides fully automated dispatching and bookings management built for taxi companies, limousine companies and ride-sharing service providers. The platform gives customers an app-based experience and provides service providers a range of functions which include customer booking, accounts management, driver tracking, real-time notifications, auto dispatching algorithms, accounting and settlements, corporate account management as well as providing reporting and analytics. The platform has also shown to have a direct application in the B2B space in providing corporations with a more efficient taxi chit solution to combat fraud and excessive administration costs.
For more information, visit www.tribalrides.us
Safe Harbor Statement
This news release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are intended to be covered by the "safe harbor" created by those sections. Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies and expectations, can generally be identified by the use of forward-looking terms such as "believe," "expect," "may," "will," "should," "could," "seek," "intend," "plan," "goal," "estimate," "anticipate" or other comparable terms. All statements other than statements of historical facts included in this news release regarding our strategies, prospects, financial condition, operations, costs, plans and objectives are forward-looking statements. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following: our ability to successfully develop and market our products and services; the acceptance of our products and services by customers; our ability to pay operating costs and ability to meet demand for our products and services; the amount and nature of competition from other products and services; the effects of changes in our markets; our ability to successfully develop new products and services; our ability to comply with applicable regulations; and the other risks and uncertainties described in our prior filings with the U.S. Securities and Exchange Commission. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.
Media contact:
Joseph Grimes
joeg@tribalrides.us
949.434.7259
Cover |
Nov. 19, 2021 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Nov. 19, 2021 |
| Entity File Number | 333-200344 |
| Entity Registrant Name | Tribal Rides International Corp. |
| Entity Central Index Key | 0001624985 |
| Entity Tax Identification Number | 37-1758469 |
| Entity Incorporation, State or Country Code | NV |
| Entity Address, Address Line One | 26060 Acero |
| Entity Address, City or Town | Mission Viejo |
| Entity Address, State or Province | CA |
| Entity Address, Postal Zip Code | 92691 |
| City Area Code | 949 |
| Local Phone Number | 434-7259 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Entity Emerging Growth Company | true |
| Elected Not To Use the Extended Transition Period | true |
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