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  4. [8-K] Caro Holdings Inc. Reports Material Event

Caro Holdings (CAHO) to issue 20M shares for Tanzania mining deal

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Caro Holdings Inc. entered into an Asset Purchase and Acquisition Agreement with Goldrange Resources Corp. on June 9, 2026. Caro agreed to acquire a 49% undivided interest in Goldrange’s rights to certain mining properties in Tanzania, Africa. As consideration, Caro will issue 20,000,000 shares of its common stock.

The shares will be issued as unregistered equity under the Securities Act of 1933 in reliance on Section 4(a)(2) and will carry a restrictive legend that limits transfer. The agreement includes customary representations, warranties, covenants, indemnification, exclusivity and termination provisions.

Positive

  • None.

Negative

  • None.

Insights

Caro is using stock, not cash, to buy a 49% Tanzania mining interest.

Caro Holdings is acquiring a 49% undivided interest in Tanzanian mining rights from Goldrange Resources by issuing 20,000,000 common shares. Paying with equity preserves cash but increases share count, so the economic impact depends on the value ultimately realized from these mining assets.

The shares are being issued as unregistered securities under Section 4(a)(2) with a restrictive legend, indicating a private placement structure and limited immediate liquidity for Goldrange. Future filings describing the mining properties and any production or resource data will help frame whether this equity-funded acquisition is accretive for shareholders.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Shares issued to Goldrange 20,000,000 shares Common stock consideration for Tanzanian mining interest
Interest in mining rights 49% undivided interest Rights in certain Tanzanian mining properties
Securities Act exemption Section 4(a)(2) Unregistered issuance of 20,000,000 shares
Agreement date June 9, 2026 Date of Asset Purchase and Acquisition Agreement
Issuer state of incorporation Nevada Caro Holdings Inc. jurisdiction
Asset Purchase and Acquisition Agreement financial
"entered into an Asset Purchase and Acquisition Agreement (the "Agreement") with Goldrange Resources Corp."
49% undivided interest financial
"agreed to purchase a 49% undivided interest in Goldrange's rights in certain mining properties"
Section 4(a)(2) regulatory
"in reliance on the exemption provided by Section 4(a)(2) thereof."
Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.
unregistered sales of equity securities regulatory
"Item 3.02 Unregistered Sales of Equity Securities."
restrictive legend regulatory
"The shares will bear a restrictive legend reflecting the applicable restrictions on transfer"
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Understanding 8-K Material Events →

 

 

UNITED STATES

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): June 9, 2026

 

Caro Holdings Inc.

(Exact name of registrant as specified in its charter)

 

Nevada

 

333-212268

 

93-2109546

(State or other jurisdiction

 

(Commission

 

(IRS Employer

of incorporation)

File Number)

 

Identification No.)

 

7 Castle Street, Sheffield, UK, S3 8LT

(Address of principal executive offices)

 

(786) 755-3210

(Registrant’s telephone number, including area code)

 

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))

 

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 ☐

 

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. ☐

 

 

 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

On June 9, 2026, Caro Holdings Inc. (the "Company") entered into an Asset Purchase and Acquisition Agreement (the "Agreement") with Goldrange Resources Corp., a corporation incorporated under the laws of the Province of Ontario, Canada ("Goldrange"), pursuant to which the Company agreed to purchase a 49% undivided interest in Goldrange's rights in certain mining properties located in Tanzania, Africa. As consideration for such purchase, the Company agreed to issue to Goldrange 20,000,000 shares of the Company's common stock, par value $0.00001 per share. The Agreement contains customary representations and warranties, covenants, indemnification provisions, exclusivity obligations and termination provisions.

 

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement filed as Exhibit 10.1 to this Current Report and incorporated herein by reference.

 

Item 3.02 Unregistered Sales of Equity Securities.

 

The information set forth in Item 1.01 of this Current Report is incorporated herein by reference. The 20,000,000 shares to be issued to Goldrange pursuant to the Agreement will be issued in a transaction exempt from registration under the Securities Act of 1933, as amended, in reliance on the exemption provided by Section 4(a)(2) thereof. The shares will bear a restrictive legend reflecting the applicable restrictions on transfer under the Securities Act.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

10.1

Asset Purchase and Acquisition Agreement, dated June 9, 2026, by and between Caro Holdings Inc. and Goldrange Resources Corp.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

2

 

  

SIGNATURES

 

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

 

CARO HOLDINGS INC.

Date: June 12, 2026

By:

   /s/ Meriesha Rennalls

Name:

  Meriesha Rennalls

Title:

  President

 

 

3

 

Source: View Original Filing on SEC EDGAR

FAQ

What deal did Caro Holdings Inc. (CAHO) announce in this 8-K?

Caro Holdings entered an Asset Purchase and Acquisition Agreement with Goldrange Resources Corp. It will acquire a 49% undivided interest in Goldrange’s Tanzanian mining rights, paying entirely in 20,000,000 newly issued common shares under customary transaction terms.

How is Caro Holdings (CAHO) paying for the Tanzania mining interest?

Caro is paying with equity rather than cash, issuing 20,000,000 shares of common stock to Goldrange Resources. This stock-for-asset structure preserves cash but increases Caro’s share count, so the value of the mining interest is key for shareholders.

What percentage of the Tanzanian mining rights is Caro Holdings (CAHO) acquiring?

Caro Holdings agreed to acquire a 49% undivided interest in Goldrange’s rights to specified Tanzanian mining properties. An undivided interest means Caro will co-own the underlying rights rather than a separate parcel, sharing benefits and obligations under the agreement’s terms.

Are the new Caro Holdings (CAHO) shares registered with the SEC?

No, the 20,000,000 shares to be issued to Goldrange are unregistered. They rely on the Section 4(a)(2) exemption under the Securities Act of 1933 and will bear a restrictive legend, which limits transferability until applicable securities laws are satisfied.

Filing Exhibits & Attachments

6 documents

Agreements & Contracts

Other Documents