UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 1-A/A

(Amendment No. 4)

REGULATION A OFFERING CIRCULAR

UNDER THE SECURITIES ACT OF 1933

20551 N. Pima Rd., Suite 200 Scottsdale, AZ  85255-7206

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Luis J. Vega

President

20551 N. Pima Rd., Suite 200

Scottsdale, AZ  85255-7206

 (Name, address, including zip code, and telephone number, including area code, of agent for service)

With a copy to:

Luis J. Vega

Ex-Im America Ltd.

20551 N. Pima Rd., Suite 200

Scottsdale, AZ  85255-7206

(956) 877-5121

info@simultrayd.com

PRELIMINARY OFFERING CIRCULAR

An offering statement pursuant to Regulation A relating to these securities has been filed with the United States Securities and Exchange Commission. Information contained in this Preliminary Offering Circular is subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted before the offering statement filed with the United States Securities and Exchange Commission is qualified. This Preliminary Offering Circular shall not constitute an offer to sell or the solicitation of an offer to buy nor may there be any sales of these securities in any state in which such offer, solicitation or sale would be unlawful before registration or qualification under the laws of any such state. We may elect to satisfy our obligation to deliver a Final Offering Circular by sending you a notice within two business days after the completion of our sale to you that contains the URL where the Final Offering Circular or the offering statement in which such Final Offering Circular was filed may be obtained.

 10,000,000 SHARES OF COMMON STOCK

EX-IM AMERICA LTD (SIMULTRAYD)   

Common Stock

This is the initial public offering of securities of Ex-Im America Ltd. (the “Company,” “we,” “our,” and “us”), a Wyoming corporation. We are offering 10,000,000 shares of common stock at $1.50 per share in a Tier 1 Offering under Regulation A.

The Offering will end upon the earliest of: (1) the sale of 10,000,000 shares, (2) one year after the SEC qualifies this Offering, or (3) at the Company’s discretion. This Offering is on a 'best efforts' basis with no minimum amount required. Funds received will be sent directly to the Company for immediate use as described elsewhere in the registration statement. No escrow account will be established in connection with the Offering. Investors who are qualified are invited to purchase a minimum of 100 shares at $150. Funds will be available to the Company immediately. If we receive a subscription, the funds will be revocable for 10 days. Otherwise, proceeds may be used immediately in accordance with the Use of Proceeds described herein.

We plan to list our Common Stock on the OTCQB or NASDAQ; however, there is no assurance these efforts will be successful. We will attempt to find assistance in the filing of a Rule 211 application with FINRA to obtain a trading symbol, but our shares may not be quoted, and there may be no public market for our stock.

Ex-Im America Ltd is not a shell company as defined under Rule 405 of the Securities Act of 1933.  

Ex-Im America Ltd is not a shell company as defined under Rule 405 of the Securities Act of 1933. While the Company is in the early stages of operations with nominal assets and limited revenue as of December 31, 2024, it has been generating revenue through subscription services since 2022 and is actively developing its proprietary SimulTrayd platform commercially launched in March 2025. See 'Business' and 'Management’s Discussion and Analysis' sections for further details. We have elected reduced reporting requirements in compliance with Tier 1, Regulation A. For this reason, there will be no ongoing SEC reporting obligations after this Offering.

THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD PURCHASE ONLY IF YOU CAN AFFORD A COMPLETE LOSS OF YOUR INVESTMENT. SEE "RISK FACTORS" BEGINNING ON PAGE 6.

Footnote: The Company does not anticipate any filing fees, broker commissions, or other related fees for this offering. Brokers will not be engaged in this transaction.

THE SEC DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE SEC HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION.

The date of this offering circular is  May 8, 2025

 TABLE OF CONTENTS

OFFERING CIRCULAR SUMMARY

About Ex-Im America Ltd:

Ex-Im America Ltd, incorporated in Wyoming on October 28, 2024, is the parent company of the SimulTrayd platform (simultrayd.com). Its mission is to optimize global trade through an AI-driven export-import arbitrage solution, enabling users to exploit market inefficiencies.

Current Status of Business Operations:

As of March 8, 2025, Ex-Im America Ltd has launched its SimulTrayd platform, which is now commercially available. The platform has generated limited revenue $1,119 in 2023 and $1,019 in 2024 with a net loss of $1,317 in 2024 from 2-5 subscribers at $45/month. Full functionality, including transaction facilitation and mobile app (https://app.simultrayd.com/) enhancements, remains under development, with completion targeted for July 31, 2025. Remaining development costs are estimated at up to $2.5 million, to be funded by this offering and operational revenue. Prior disclosures of "no operations or revenue" were inaccurate; limited revenue since 2022 is reflected in financial statements on pages 18-22.

Anticipated Development Timeline and Costs:

The Company requires up to $2.5 million to complete platform enhancements, expand infrastructure, and integrate advanced AI tools, with full ramp-up expected by July 31, 2025, subject to successful fundraising.

The Offering:

Shares offered: Up to 10,000,000 shares of common stock. No minimum number of shares is required to close the offering.

As a Tier 1 Regulation A issuer, the Company is not a fully reporting company, so certain JOBS Act exemptions for "emerging growth companies" do not apply. If it becomes a fully reporting company under the Securities Exchange Act of 1934, it could qualify as an "emerging growth company" with less than $1.0 billion in revenue, benefiting from reduced requirements, including:

Additionally, as a Tier 1 issuer, we will not be subject to Section 404(b) of Sarbanes-Oxley, which requires auditor attestation of internal controls, and certain provisions of the Dodd-Frank Act concerning executive compensation and shareholder approval of executive compensation would not be required.

We will remain classified as an emerging growth company until the earliest of the following:

Although these benefits provide flexibility, our goal remains to transition to an Exchange Act reporting company, but we cannot guarantee the timeline for this transition. This process will be influenced by our growth and operational needs.

 RISK FACTORS

You should be aware that there are various risks to an investment in our common stock. You should carefully consider these risk factors, together with all other information included in this offering circular, before deciding to invest in shares of our common stock. If any of the following risks were to develop, our business, financial condition, results of operations, and/or prospects could be materially adversely affected. In such a case, the market price of our common stock, if any, could decline, and investors may lose all or part of their investment.

Risks Related to the Business 

You should carefully consider the following risks, along with all other information in this offering circular, before deciding to invest in our common stock. If any of these risks materialize, our business, financial condition, results of operations, and/or prospects could be materially adversely affected.

For all the foregoing reasons and others set forth herein, an investment in the Company’s securities in any market which may develop in the future involves a high degree of risk.

USE OF PROCEEDS

The proceeds from this offering will be used for operational expenses, product development, and marketing. If all shares are not sold, proceeds will be allocated proportionally to priority needs, as outlined in the Use of Proceeds table below.

The Company is committed to maintaining financial discipline by making substantial investments only when revenue or available resources are sufficient to cover expenses, ensuring a sustainable growth trajectory. This measured approach is intended to optimize operational resilience while driving platform expansion and user acquisition.

THE OFFERING

The offering will be conducted at the price of $1.50 per share. There is no minimum number of shares required for the offering to close, and the Company will retain the proceeds from any shares that are sold. Should only a limited number of shares be sold, our executive management will seek to raise additional funds privately to support our business plan. However, there can be no assurances regarding the success of such efforts. Investors in this offering may, therefore, incur the risk of losing their entire investment.

The shares offered in this transaction will be sold directly by the executive officers of the Company on a "best efforts" basis, with no minimum number of shares or proceeds required. Initially, the Company will not use commissioned broker-dealers for sales but may choose to do so later, which could increase offering expenses. If commissioned sales agents or underwriters are engaged, the Company will update this Form 1-A to describe the arrangement. No compensation will be paid to any principal, officer, or affiliated party in connection with the sale of shares. The Company is relying on Rule 3a4-1 of the Securities Exchange Act of 1934, which allows associated persons of the issuer to avoid being classified as brokers under certain conditions, such as performing substantial duties for the issuer and limiting their securities transactions.

Funds received from investors will be available to the Company immediately upon acceptance. Subscribers are instructed to transfer funds by wire, credit/debit card, or ACH transfer directly to the Company’s designated account. If the Company rejects a subscription within ten days of receipt, funds will be promptly returned without interest. the Company reserves the right to terminate or extend the offering at its discretion, as permitted under Regulation A.

Upon SEC qualification of the Offering Statement, the Company will accept funds for share purchases. This “best efforts” offering will make funds immediately accessible to the Company for use upon acceptance. Investors will need to complete a subscription agreement attached hereto to participate.

Funds will be deposited directly into the Company’s designated account and will be immediately available for use. If a subscription is rejected, funds will be returned to the investor within ten days without deduction or interest. A confirmation of acceptance will be sent to subscribers. All inquiries regarding the offering should be directed to the Company.

The offering will commence once this Offering Circular is qualified by the SEC and will continue until all shares are sold or the offering is terminated. Investors are required to ensure their form of payment clears and represents immediately available funds before the subscription period ends. The minimum investment for an individual is $150.00. If a subscription is rejected, funds will be returned within ten days without deduction or interest.

The Company reserves the right to accept or reject subscriptions, in whole or in part, for any reason. Rejected funds will be returned promptly without deduction or interest.

Exchange Listing

The purchase of common stock in this offering involves risk. Currently, no market exists for our stock. The Company intends to file for OTCQB listing through OTC Markets, subject to their approval process.

If our shares are quoted on the OTCQB or Pink Sheets, we will seek DTC eligibility to facilitate electronic trading. While not required for trading, DTC eligibility supports more efficient trades. There are no assurances that our shares will be listed or that we will achieve DTC eligibility or, if we do, how long that process may take.

Pricing of the Offering

The offering price of $1.50 per share is arbitrary and does not correlate with book value, assets, or earnings. This price was determined based on management's expectations and comparative company prospects. No valuation or appraisal has been prepared. There is no guarantee of a public market or that shares will trade above the offering price.

Investment Limitations

Tier 1 offerings under Regulation A have fewer restrictions, with no limit on shares an investor may purchase, subject to state "blue sky" laws. Accredited investors may purchase shares without limitation, while non-accredited investors are encouraged to review financial suitability, especially if shares do not trade on a national exchange. Accredited investor criteria include individuals with a net worth exceeding $1 million (excluding primary residence), and/or income in excess of $200,000 in the past 2 years.

Procedures for Subscribing

The minimum investment is $150. Subscription agreements and instructions are available at https://www.simultrayd.com/express-interest-in-investing.html. The Company may accept or reject subscriptions at its discretion. Upon acceptance, shares will be issued at closing, and subscriptions are complete.

Suitability and Share Issuance History

Investment in the shares being offered hereby is suitable only for persons who have substantial financial resources in relation to their investment and who understand both the tax consequences and particular risk factors of this investment. In addition, an investment in the Shares is suitable only for a person who needs no liquidity in this investment and is willing to accept substantial restrictions on transfer of the Shares (See “Risk Factors”).

Non-accredited investors may invest up to 10% of their net worth or annual income (excluding the primary residence). Accredited and sophisticated investors are deemed capable of evaluating investment risks.

DILUTION

"Dilution" is the difference between the offering price and the net book value per share after the offering. As of December 31, 2024, the net book value was $2,662 with 2,751,600 shares outstanding: 1,500,000 shares to William Westbrook and 1,250,000 shares to Luis J. Vega (issued November 3, 2024), plus 100 shares to Travis Goodwin and 1,500 shares to Trevor (via Patent Hacks, LLC) on December 11, 2024. The pre-offering book value per share is $0.001 ($2,662 ÷ 2,751,600).

*Calculated as of December 31, 2024, based on 2,751,600 shares outstanding.

DIVIDEND POLICY

We have never paid cash or any other form of dividend on our common stock, and we do not anticipate paying cash dividends in the foreseeable future. Moreover, any future credit facilities might contain restrictions on our ability to declare and pay dividends on our common stock. We plan to retain all earnings, if any, for the foreseeable future for use in the operation of our business and to fund the pursuit of future growth. Future dividends, if any, will depend on, among other things, our results of operations, capital requirements and on such other factors as our board of directors, in its discretion, may consider relevant.

 MARKET FOR OUR SECURITIES

There is currently no public market for our common stock, and one may never develop. We plan to seek OTC Markets assistance to file an application with FINRA for our shares to be quoted on the OTCQB or Pink Sheets following this offering. However, there is no guarantee that this application will be accepted or when approval might occur. Even if accepted, there is no assurance that:

Additionally, our shares may be subject to penny stock regulations, affecting liquidity and marketability. Rule 3a51-1 of the Exchange Act defines a "penny stock" as any equity security with a price below $5.00 per share, which may apply to our shares in the future. Penny stock classification requires brokers to complete suitability determinations and additional disclosures before completing transactions, which could reduce market activity and liquidity for our shares.

MANAGEMENT'S DISCUSSION AND ANALYSIS

Note Regarding Forward-Looking Statements

Certain statements in this offering circular are forward-looking, including those regarding our business plans, financial resources, and future performance. Words such as “anticipate,” “believe,” “expect,” and similar expressions generally identify these statements, which are subject to risks and uncertainties. Actual results may differ due to various factors, and we undertake no obligation to update forward-looking statements after the date of this circular.

Overview

This discussion should be read with the accompanying financial statements and notes in this offering circular. As a development-stage company, past results may not reflect future performance. The Company has generated limited subscription revenue ($1,119 in 2023, $1,019 in 2024) since 2022, with full commercial operations launched in March 2025, and completion by July 31, 2025, at an estimated cost of $2.5 million.

Operations

Plan of Operation for the Next Twelve Months

Upon the commencement of this offering, the Company intends to execute its plan of operation to advance the development, commercialization, and international launch of the SimulTrayd platform. In the next 12 months, our primary operational focus includes:

1. Platform Development

2. Marketing and User Acquisition

3. Revenue Growth and Subscription Expansion

4. Operational Readiness

5. Commercial Launch

The full commercial and international version of the SimulTrayd platform launched in March 2025. Key activities leading to the launch include:

The Company anticipates that the proceeds from this offering, combined with revenue from subscription services and trade completion, will provide sufficient resources to achieve its operational goals over the next twelve months

Liquidity

The Company currently generates revenue from subscription services paid by external users, providing an initial stream of operational funding. This revenue supplements the Company’s financial resources, which are further supported by shareholder funding and contributions from business associates. These combined sources of funding enable the Company to pursue its development and operational goals.

The SimulTrayd platform has been operational intermittently since 2022, consistently so since the Company’s incorporation in October 2024, with the full commercial and international version launched in March 2025.

Historical Investment in SimulTrayd Platform

The SimulTrayd platform, which forms the core of Ex-Im America Ltd’s operations, has been under development since 2008, with significant resources contributed by key individuals prior to the Company’s incorporation on October 28, 2024. These contributions were initially made as part of a sole proprietorship operated by William Westbrook since January 2021, and were assigned to Ex-Im America Ltd upon its formation. The following table outlines the monetary and time-based resources implemented individually by key contributors from 2008 to October 28, 2024, to develop and enhance the SimulTrayd platform and its underlying technology, including the CCC/WAR system:

Notes:

Accounting Policies and Standards

We have adopted relevant accounting standards, and as an emerging growth company, we may delay compliance with new standards until they apply to private companies.

Critical Accounting Policies

Preparation of our financial statements requires management to make estimates and assumptions, impacting reported values. Significant accounting policies are outlined in Note 2 to the financial statements included in this offering circular.

Seasonality and Off-Balance Sheet Arrangements

We do not expect significant seasonality in our business and have no off-balance sheet arrangements or commitments beyond public company operational costs.

Clarification of Non-Shell Company Status

The Company is actively executing its business plan, which includes generating limited revenue from subscription services amounting to $1,119 in 2023 and $1,019 in 2024 and scaling operations for its global trade facilitation platform. The SimulTrayd platform has been operational intermittently since 2022, consistently so since the Company’s incorporation in October 2024. While the Company is in the early stages of growth, its proprietary trade facilitation systems, active paying subscribers, and scheduled launch of its commercial platform indicate substantive operations and assets beyond nominal value. Therefore, the Company does not meet the definition of a shell company under Rule 405 of the Securities Act of 1933.

BUSINESS

The website simultrayd.com, developed under the Company, was established in Wyoming October 28th 2024 with the mission to transform global trade by automating and optimizing export-import arbitrage transactions. Using AI technology, the Company identifies profitable trade opportunities in real-time, connecting traders, exporters, and importers to streamline deal execution and communication. Revenue from subscriptions ($1,119 in 2023, $1,019 in 2024) reflects early market validation, with full commercialization launched in March 2025.

Intellectual Property and Patent

Ex-Im America Ltd owns and utilizes proprietary technology central to its SimulTrayd platform, including a provisional patent application filed with the United States Patent and Trademark Office (USPTO) on February 13, 2025, under Application No. 63/757,970. The patent, titled “DYNAMIC AND INTEGRATED GLOBAL EXPORT-IMPORT ARBITRAGE AUTOMATION LEVERAGING CCC/WAR (COUNTRIES, COMMODITIES, COMPANIES)/(WILLINGNESS, ABILITY, READINESS),” was invented by William Westbrook, the Chairman and CEO of the Company. Steven Messina (Secretary & CTO), Luis J. Vega (President/Treasurer & CFO/Chief of Staff), and Abdul Hakeem Wahed (VP & Chief of Trade) are key executives and contributors to the development and implementation of the SimulTrayd platform, leveraging their expertise to enhance the technology and its integration into the Company’s operations. This patent protects the innovative AI-driven framework that identifies, evaluates, and executes global trade arbitrage opportunities, forming the foundation of the SimulTrayd platform’s functionality. The Company intends to continue refining and expanding this technology to improve simplicity, ease of use, and intuitive functionality over time, with ongoing development funded through this offering and operational revenue.

Development Agreement with iTappBox SRL

To build our web and mobile applications for iOS and Android, CyberFund entered into a development agreement with iTappBox SRL, a Romanian software development firm, on October 7, 2024, prior to its acquisition by the Company on February 16, 2025. A copy of this agreement is filed as Exhibit 4.2. Ex-Im America Ltd is not a direct party to the development agreement. However, as CyberFund’s sole owner, we oversee and benefit from the agreement’s outcomes, which are critical to our SimulTrayd platform. Leveraging iTappBox’s expertise in low-code, high-efficiency applications, the agreement supports the development of our platform’s core features, including AI-driven trade analytics, automated workflows, and a scalable user interface. These tools empower our users—exporters, importers, and investors, with seamless, competitive solutions for global trade. The costs and intellectual property rights associated with the agreement are consolidated in our financial statements, ensuring full transparency for investors.

Leveraging iTappBox’s expertise in building powerful, low-code applications, the Company platform combines rapid, efficient development with a tailored user experience. Key platform features include AI-driven trade matching, automated logistics workflows, and a personalized user dashboard. This suite of features is crafted to meet the needs of exporters, importers, freight forwarders, and investors, enhancing cost-efficiency, process transparency, and profitability. With iTappBox’s focus on automation and streamlined workflow management, the Company users benefit from a seamless and scalable solution designed to optimize global trade operations and provide competitive advantages in a fast-paced market.

Company is raising capital through this Regulation A offering (Form 1-A/A) to continue platform development, marketing, and working capital needs. For more information, visit www.simultrayd.com.

Competition

SimulTrayd operates in a niche market at the intersection of data-driven economics and global trade platforms, competing with companies leveraging advanced data analytics, such as the MIT Observatory of Economic Complexity (OEC), and trade platforms like Alibaba and Tridge. Unlike traditional trade facilitators or data providers, SimulTrayd uniquely combines real-time economic intelligence and marketplace functionalities to identify and execute export-import arbitrage opportunities. To date, no known competitor globally integrates both robust data analytics and dynamic trade execution as a unified system, positioning SimulTrayd as a pioneer in optimizing international trade with precision and efficiency.

Non-Shell Company Status

Ex-Im America Ltd. is not a shell company as defined under Rule 405 of the Securities Act of 1933. The Company has been operational since 2022, generating revenue from subscription services paid by external users. It has developed proprietary systems such as CCC (Country, Commodity, Company) and WAR (Willingness, Ability, Readiness) to facilitate trade arbitrage opportunities. These intangible assets, combined with ongoing platform development and a defined business plan, demonstrate substantive operations and meaningful progress toward achieving its goals. Additionally, the Company’s platform has active users and a full-scale commercial launch which took place in March 2025, further supporting its operational legitimacy.

Employees

Currently, the Company has no full-time employees. Mr. Westbrook plans to dedicate approximately 20-30 hours and Luis J. Vega plans to dedicate approximately 10-20 hours of their time to the Company both on a part time basis, with plans to expand the team once financial resources are secured.

Facilities

The Company currently operates out of home offices, with no additional costs or formal lease agreement. Office plans may be revisited based on business needs.

Litigation

The Company is not involved in any litigation.

Operations

SimulTrayd is a global trade facilitation platform that leverages its proprietary and patent pending CCC/WAR system to identify and execute profitable trade opportunities while offering Users access to advanced analytics, transaction tools, and trade facilitation resources.

Business Plan and Current Stage

Since 2022, SimulTrayd has offered subscription-based services, generating minimal revenue from paid users subscribing at $45 per month. The Company has maintained between 2 and 7 active paying subscribers, showcasing early-stage market validation of its business model.

While the Company has yet to initiate full-scale operations or achieve significant revenue, its strategic focus includes:

Enhancing Platform Capabilities: Developing, patenting and refining proprietary trade facilitation tools, including the CCC/WAR system and trade transaction management software.

Scaling Subscription Services: Expanding User acquisition and retention to increase subscription-based revenue.

Trade Facilitation: Building infrastructure to manage back-to-back transactions, payment processing, documentation, and trade financing.

Vision for Growth

SimulTrayd is poised to capitalize on its innovative business model, aiming to transform global trade dynamics through technology, efficiency, and transparency. As platform features are scaled and operational infrastructure is solidified, the Company anticipates accelerated revenue growth and expanded market presence.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Our management consists of: 

Management Bios

William Westbrook - Chairman & CEO

William Westbrook brings over 20 years of experience in financial management, corporate strategy, and international trade. His leadership background spans roles as CFO of Quantum Energy Corporation, founder of SoOum Corp., a public company specializing in global trade arbitrage, Management Consultant to Aspen Technologies, Budget Director for Romney for President 2008 and Assistant Controller of Lennar Corp Land Division. William’s expertise covers SEC compliance, public company governance, capital raising, and financial strategy, which are instrumental as he guides the Company’s growth and operational execution. Mr. Westbrook is the inventor of the patent application filed on February 13, 2025 (Application No. 63/757,970), which underpins the SimulTrayd platform’s core technology. His expertise in financial management and international trade has been instrumental in developing the platform’s AI-driven arbitrage solutions.

Luis J. Vega - President/Treasurer & CFO/Chief of Staff

Luis Vega provides the Company with robust financial oversight and strategic planning expertise. As CFO, he ensures financial compliance and directs the company’s fiscal strategy. With a strong background in finance and operations, Luis has developed systems for financial reporting, budgeting, and regulatory compliance, bringing practical experience from both private and public sectors. His focus on building the Company's financial framework and supporting the leadership team with data-driven insights is foundational to the company’s fiscal health and growth trajectory. Mr. Vega, is a key contributor to the invention, development and operational implementation of the SimulTrayd platform. His role as CEO involved leveraging the patented technology to enhance platform functionality, financial strategy, and trade operations.

Garret Orr - Advisor & COO

Garret Orr has served as Chief Operating Officer since February 4, 2025. He has also been President and CEO of AddeyPro since November 2014. With over 20 years of management experience, he is a successful entrepreneur and investor, specializing in digital marketing, lead generation, and performance improvement. He holds a Bachelor’s degree in Industrial and Organizational Psychology from Southern Utah University and an MBA from the University of Phoenix.

Steven Messina - Secretary & CTO

Steven Messina oversees the Company's technology development and integration efforts as Chief Technology Officer. His background in software engineering, systems architecture, and product development is pivotal in managing the Company's technical infrastructure and advancing the digital platform. Steven has successfully led cross-functional teams through complex projects and has implemented scalable technology solutions that support growth. As Secretary, he also assists with governance and compliance duties, helping streamline operational efficiencies across departments. Mr. Messina, is a key contributor to the invention, development and operational implementation of the SimulTrayd platform. His role as CTO, involved leveraging the patented technology to enhance platform functionality, financial strategy, and trade operations.

A. Hakeem Wahed - Vice President & Chief of Trade

Hakeem Wahed leads the Company’s trade operations, bringing extensive experience in international trade, logistics, and supply chain management. His background includes facilitating cross-border transactions, managing import/export regulations, and optimizing global supply chain processes. Hakeem’s focus on efficiency, compliance, and cost-effective trading strategies supports the Company’s commitment to delivering quality and timely trade solutions. His role is essential for executing the operational side of the Company’s mission and managing international partnerships. Mr. Wahed, is a key contributor to the invention, development and operational implementation of the SimulTrayd platform. His role as Chief of Trade, involved leveraging the patented technology to enhance platform functionality, financial strategy, and trade operations.

Dr. Joerg Storm - Board Advisor & CIO

Dr. Joerg Storm serves as Chief Information Officer and a key advisor to the board, bringing a wealth of knowledge in AI, digital transformation, and enterprise technology. With past leadership roles at Siemens and Mercedes-Benz, Joerg is skilled in aligning advanced technologies with business goals. His strategic insight into emerging technologies and digital trends helps position the Company as an innovative and future-ready company, leveraging AI and data analytics to drive operational improvements and enhance customer value.

Michelle A.B. Morris - Board Advisor & CIRO

Michelle Morris, as Chief Investor Relations Officer, provides the Company with invaluable expertise in securing funding and building financial resilience. With over 25 years in the industry, she has supported numerous small to medium-sized businesses in obtaining capital, working with a network of lenders to connect businesses with funding opportunities. Michelle’s background in corporate credit, risk mitigation, and strategic financial consulting enables her to advise the Company on financing strategies, revenue planning, and investor relations, essential for both current operations and future growth.

Richard Peters - Board Advisor & CXO

Richard Peters is the Chief Experience Officer (CXO) at the Company, where he has rigorously tested and optimized the platform from every user perspective since 2021. A former Army enlistee and West Point attendee, Richard also brings over 31 years of experience as a deputy sheriff, including roles such as ADA Coordinator for a county jail.

Possible Conflicts of Interest

The Company’s officers and directors, including Chairman William Westbrook and CIO Dr. Joerg Storm, may have external business commitments. While they are not contractually required to work full-time, all officers are expected to uphold their fiduciary duties to the Company.

Code of Business Conduct and Ethics

The Company has adopted a Code of Ethics for all employees, focusing on honesty, transparency, legal compliance, and accountability.

Board of Directors

The board consists of two directors, serving one-year terms. Directors currently receive no compensation. The Company intends to form an audit and compensation committee once independent members join the board. Directors will be reimbursed for any company-related expenses, and liability insurance for officers will be sought when financially feasible.

Executive Compensation

No officer or director currently has a written employment or compensation agreement. The Board will determine compensation based on Company performance and financial status, with formal agreements planned when annual sales reach $10 million.

Stock and Option Awards

The Company has not issued any stock options, awards, or grants, and there are no equity award arrangements at this time.

PRINCIPAL SHAREHOLDERS

The Company issued 4,145,992 shares of common stock to William Westbrook between November 3, 2024, and January 3, 2025, and 1,651,690 shares to Luis J. Vega during the same period, both primarily at par value of $0.0001, with additional shares issued at $1.50 for patent work. On January 3, 2025, the Company issued 2,170,000 shares to Steven Messina and 541,700 shares to A. Hakeem Wahed at $1.5000 per share for patent work. Additional shares were issued to other founders, staff, and family members, including board advisors Garret Orr, Joerg Storm, Michelle A.B. Morris, and Richard Schaefer Peters, between December 11, 2024, and March 16, 2025, as detailed in Item 6 of Part I of Form 1-A. The initial incorporator of the Company is William Westbrook, who also serves as Chairman. The original directors are William Westbrook and Luis J. Vega. On November 3, 2024, the original directors expanded the board and executive team to the following: William Westbrook, Chairman & CEO, Luis J. Vega, President/Treasurer & CFO/Chief of Staff, Garret Orr, Board Advisor & COO, Steven Messina, Secretary & CTO, A. Hakeem Wahed, Vice President & Chief of Trade, Joerg Storm, Board Advisor & CIO, Michelle A.B. Morris, Board Advisor & CIRO, and Richard Peters, Board Advisor & CXO. The board intends to issue equity as part of these appointments, pending board consent.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On February 16, 2025, Ex-Im America Ltd. acquired all membership interests of CYBERFUND LLC, a related entity, through a Membership Interest Purchase Agreement (filed as Exhibit 2.1). Prior to the acquisition, William Westbrook, the Chief Executive Officer, and Luis Vega, the Chief Financial Officer of Ex-Im America Ltd., each owned 50% of CYBERFUND LLC, making this a related party transaction. The purchase price was $500,000, paid entirely in 333,333 shares of the Company’s common stock, valued at $1.50 per share, with each Seller receiving 166,666 shares. Under the terms of the agreement, Ex-Im America Ltd. does not assume any liabilities of CYBERFUND LLC, except for obligations under the iTappBox SRL development agreement, dated October 7, 2024, with all other liabilities remaining with the Sellers. As the sole owner of CYBERFUND LLC, Ex-Im America Ltd. has full discretion to manage the iTappBox SRL development agreement as it deems fit, including the right to modify, terminate, enforce, or completely disengage from its terms by assignment, novation, or other means, without any further liability to the Company. The acquisition was executed to secure full control over the SimulTrayd platform’s development, with associated intellectual property rights consolidated in the Company’s financial statements.

The current promoters of the Company are the Company’s own officers and directors.

Director Independence and Board Structure

Our Board of Directors consists of four members: William Westbrook, Luis J. Vega, Steven Messina, and A. Hakeem Wahed. We do not currently have a majority of independent directors, nor are we required to meet NASDAQ independence standards as we are not listed. If the board is expanded in the future, we intend to consider independent members to strengthen governance.

Board Committees      

We have not established formal board committees, such as Audit, Compensation, or Nominating Committees. The board collectively performs these functions, which is appropriate given our current size and stage. Since our securities are not exchange-listed, we are not required to have specific committees.

Director Nomination Policy

The board does not have a formal policy for handling shareholder recommendations for director candidates, nor a structured process for identifying or evaluating nominees. In the absence of shareholder nominations to date, the board has managed director selections internally. Future nominations will be considered collectively by all board members.

Audit Committee Financial Expert

Our board does not currently include an "audit committee financial expert" as defined in Item 407(d)(5) of Regulation S-K. While we do not currently have an independent financial expert, we believe our board members collectively possess the experience necessary to oversee financial reporting and internal controls. Given our operational size, appointing a designated financial expert is not currently justified.

DESCRIPTION OF CAPITAL STOCK

Introduction

Ex-Im America Ltd, incorporated on October 28, 2024, under the laws of Wyoming, is authorized to issue 330,000,000 shares of common stock with a par value of $0.0001 and 30,000,000 shares preferred stock with a par value of $0.000.

Common Stock

The 330,000,000 shares of common stock grant holders:

Preferred Classes and Allocation

Authorized but Unissued Capital Stock

Wyoming law does not require stockholder approval to issue additional shares, enabling Ex-Im America Ltd to use these shares for various corporate needs, such as raising capital or facilitating acquisitions. These additional shares may influence shareholder voting power and may also allow the board to issue shares to management-aligned shareholders, which could deter takeover attempts.

Wyoming Anti-Takeover Laws

Ex-Im America Ltd is subject to the Wyoming Management Stability Act (WMSA), which applies to public corporations. Under the WMSA, certain “control share” acquisitions may require shareholder approval if they meet specified ownership thresholds, and any control share acquisition could require board and shareholder approval if it falls under these rules.

Transfer Agent

Currently, Ex-Im America Ltd has not designated a transfer agent, as it is not a requirement for private companies or those pursuing a Regulation A, Tier 1 offering. However, we remain mindful of the potential necessity of appointing a transfer agent as our shareholder base expands or if we move toward a public listing. This consideration ensures that we are prepared to meet future administrative and regulatory needs effectively.

OTCQB Considerations

Ex-Im America Ltd is considering a potential listing on the OTCQB. OTCQB stocks are generally not followed by analysts, which can result in lower trading volumes and less liquidity compared to NASDAQ-listed securities. Additionally, should Ex-Im America Ltd become DTC-eligible, shares could trade electronically, which typically improves trade execution. However, there is no assurance that DTC-eligibility will be achieved.

Rule 144

Rule 144 governs the resale of restricted securities for affiliates and non-affiliates, subject to holding periods and other conditions. Affiliates can sell limited quantities within a six-month period, while non-affiliates may sell freely after one year if they meet holding requirements. This could affect share liquidity depending on the market price and trading volume.

ERISA Considerations

Fiduciaries of employee benefit plans considering investment in Ex-Im America Ltd under ERISA should assess whether the investment is prudent, meets diversification requirements, and could result in unrelated business taxable income. They should consult with legal and financial advisors regarding compliance with ERISA and Section 4975 of the Internal Revenue Code to avoid prohibited transactions.

 LEGAL MATTERS

The validity of the Common Stock offered hereby is being passed upon for the Company by Jones & Haley, P.C., 750 Hammond Drive, Building 12, Suite 100, Atlanta, Georgia 30328.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a Regulation A Offering Statement on Form 1-A/A under the Securities Act regarding the shares of Common Stock offered here. This Offering Circular, constituting part of the Offering Statement, does not contain all the information in the Offering Statement or its exhibits. For more detailed information about us and this offering, we refer you to the full Offering Statement and its exhibits.

Statements in this Offering Circular regarding any contract or document filed as an exhibit to the Offering Statement are summaries and are qualified in all respects by the full text of those documents. The Offering Statement, exhibits, and schedules are accessible on the SEC’s website at www.sec.gov, where additional reports and information may also be found.

INDEX TO FINANCIAL STATEMENTS

EX-IM AMERICA LTD

Unaudited Balance Sheet

For the Periods ending December 31, 2024

and ending December 31, 2023

(See accompanying notes to the financial statements.)

EX-IM AMERICA LTD

Unaudited Statement of Operations

For the Periods ending December 31, 2024

and ending December 31, 2023

(See accompanying notes to the financial statements.)

EX-IM AMERICA LTD

Unaudited Statement of Stockholders' Equity

For the Periods ending December 31, 2024

and ending December 31, 2023

 (See accompanying notes to the financial statements.)

EX-IM AMERICA LTD

Unaudited Statement of Cash Flows

For the Periods ending December 31, 2024

and  December 31, 2023

(See accompanying notes to the financial statements.)

Ex-Im America Ltd

NOTES TO UNAUDITED FINANCIAL STATEMENTS

NOTE 1 - ORGANIZATION

Ex-Im America Ltd is a corporation formed under the laws of the State of Wyoming. The company develops an online trading platform and financial application that provides real-time arbitrage data for commodities and investment portfolios. The company began its operations with a focus on growing subscription-based revenue.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP).

Year-End

The company’s fiscal year ends on December 31.

Estimates

The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, as well as disclosure of contingent assets and liabilities at the financial statement date. Actual results may differ from these estimates.

Cash Equivalents

The company considers all highly liquid investments with maturities of three months or less when purchased to be cash equivalents. For the periods ending December 31, 2023, and December 31, 2024, the company had no cash equivalents.

Income Taxes

The company will recognize tax benefits only if it is more likely than not that the tax position will be sustained upon examination by the relevant tax authorities. For the periods ended December 31, 2023, and December 31, 2024, no material adjustments to liabilities were recognized.

Fair Value of Financial Instruments

The company does not have any financial instruments that require fair value measurement. As such, there were no fair value adjustments made for assets or liabilities as of December 31, 2023, or December 31, 2024.

NOTE 3 - GOING CONCERN

The accompanying financial statements have been prepared assuming that the company will continue as a going concern. As of December 31, 2024, the company had no liabilities but reported a net loss of $1,317 for the year, resulting in retained earnings of $737. Although the company has generated subscription revenue, the current financial position may not be sufficient to support ongoing operations without additional funding or revenue growth. Management is actively pursuing strategies to grow the platform and improve financial stability, but there can be no assurance that these efforts will succeed. The financial statements do not include any adjustments that might be necessary if the company is unable to continue as a going concern.

NOTE 4 - STOCKHOLDERS' EQUITY (DEFICIT)

The company is authorized to issue 330,000,000 shares of common stock at a par value of $0.0001 per share and 30,000,000 preferred stock at a par value of $0.0001. As of December 31, 2023, no shares of common stock had been issued. On December 31, 2024, the company issued 2,751,600 shares of common stock for total proceeds of $1,925, consisting of $275 in common stock and $1,650 in additional paid-in capital.

NOTE 5 - ACCRUED EXPENSES

As of December 31, 2023, and December 31, 2024, the company had no accrued expenses. All operating costs were covered as they were incurred.

NOTE 6 - INCOME TAXES

As of December 31, 2024, the company has not generated enough income to incur tax liabilities and therefore has no tax loss carryforwards or valuation allowances.

NOTE 7 - COMMITMENTS

The company has entered into agreements to further develop and manage its trading platform, with payment for development services deferred until the platform generates sufficient revenue or until a mutually agreed payment plan is negotiated. 

PART 3

EXHIBITS

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of  Mission, State of  Texas, on May 8, 2025.

This offering statement has been signed by the following persons in the capacities and on the dates indicated.

This offering statement has been signed by the following persons in the capacities and on the dates indicated.

EXHIBIT 2.a

Profit Corporation

Articles of Incorporation

Notice Regarding False Filings: Filing a false document could result in criminal penalty and

prosecution pursuant to W.S. 6-5-308.

Filer is:      ☐ An Individual            ☒ An Organization

The Wyoming Secretary of State requires a natural person to sign on behalf of a business entity acting as an incorporator, organizer, or partner. The following individual is signing on behalf of all Organizers, Incorporators, or Partners.

Filer Information:

By submitting this form I agree and accept this electronic filing as legal submission of my Articles of Incorporation.

Consent to Appointment by Registered Agent

Registered Agents Inc, whose registered office is located at 30 N Gould St Ste R, Sheridan, WY 82801, voluntarily consented to serve as the registered agent for Ex-Im America Ltd and has certified they are in compliance with the requirements of W.S. 17-28-101 through W.S. 17- 28-111.

I have obtained a signed and dated statement by the registered agent in which they voluntarily consent to appointment for this entity.

EXHIBIT 2.b

BYLAWS OF

EX-IM AMERICA LTD

ARTICLE I

SHAREHOLDERS

Section 1. Annual Meeting. An annual meeting shall be held once each calendar year for the purpose of electing directors and for the transaction of such other business as may properly come before the meeting. The annual meeting shall be held at the time and place designated by the Board of Directors from time to time.

Section 2. Special Meetings. Special meetings of the shareholders may be requested by the President, the Board of Directors, or the holders of a majority of the outstanding voting shares.

Section 3. Notice. Written notice of all shareholder meetings, whether regular or special meetings, shall be provided under this section or as otherwise required by law. The Notice shall state the place, date, and hour of meeting, and if for a special meeting, the purpose of the meeting. Such notice shall be mailed to all shareholders of record at the address shown on the corporate books, at least 10 days prior to the meeting. Such notice shall be deemed effective when deposited in ordinary U.S. mail, properly addressed, with postage prepaid.

Section 4. Place of Meeting. Shareholders` meetings shall be held at the corporation’s principal place of business unless otherwise stated in the notice. Shareholders of any class or series may participate in any meeting of shareholders by means of remote communication to the extent the Board of Directors authorizes such participation for such class or series. Participation by means of remote communication shall be subject to such guidelines and procedures as the Board of Directors adopts. Shareholders participating in a shareholders’ meeting by means of remote communication shall be deemed present and may vote at such a meeting if the corporation has implemented reasonable measures: (1) to verify that each person participating remotely is a shareholder, and (2) to provide such shareholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the shareholders, including an opportunity to communicate, and to read or hear the proceedings of the meeting, substantially concurrent with such proceedings.

Section 5. Quorum. A majority of the outstanding voting shares, whether represented in person or by proxy, shall constitute a quorum at a shareholders` meeting. In the absence of a quorum, a majority of the represented shares may adjourn the meeting to another time without further notice. If a quorum is represented at an adjourned meeting, any business may be transacted that might have been transacted at the meeting as originally scheduled. The shareholders present at a meeting represented by a quorum may continue to transact business until adjournment, even if the withdrawal of some shareholders results in representation of less than a quorum.

Section 6. Informal Action. Any action required to be taken, or which may be taken, at a shareholders meeting, may be taken without a meeting and without prior notice if a consent in writing, setting forth the action so taken, is signed by the shareholders who own all of the shares entitled to vote with respect to the subject matter of the vote.

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ARTICLE II

DIRECTORS

Section 1. Number of Directors. The corporation shall be managed by a Board of Directors consisting of 10 director(s).

Section 2. Election and Term of Office. The directors shall be elected at the annual shareholders` meeting. Each director shall serve a term of 15 year(s), or until a successor has been elected and qualified.

Section 3. Quorum. A majority of directors shall constitute a quorum.

Section 4. Adverse Interest. In the determination of a quorum of the directors, or in voting, the disclosed adverse interest of a director shall not disqualify the director or invalidate his or her vote.

Section 5. Regular Meeting. An annual meeting shall be held, without notice, immediately following and at the same place as the annual meeting of the shareholders. The Board of Directors may provide, by resolution, for additional regular meetings without notice other than the notice provided by the resolution.

Section 6. Special Meeting. Special meetings may be requested by the President, Vice-President, Secretary, or any two directors by providing five days’ written notice by ordinary United States mail, effective when mailed. Minutes of the meeting shall be sent to the Board of Directors within two weeks after the meeting.

Section 7. Procedures. The vote of a majority of the directors present at a properly called meeting at which a quorum is present shall be the act of the Board of Directors, unless the vote of a greater number is required by law or by these by-laws for a particular resolution. A director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless their dissent shall be entered in the minutes of the meeting. The Board shall keep written minutes of its proceedings in its permanent records.

If authorized by the governing body, any requirement of a written ballot shall be satisfied by a ballot submitted by electronic transmission, provided that any such electronic transmission must either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the member or proxy holder.

Section 8. Informal Action. Any action required to be taken at a meeting of directors, or any action which may be taken at a meeting of directors or of a committee of directors, may be taken without a meeting if a consent in writing setting forth the action so taken, is signed by all of the directors or all of the members of the committee of directors, as the case may be.

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Section 9. Removal / Vacancies. A director shall be subject to removal, with or without cause, at a meeting of the shareholders called for that purpose. Any vacancy that occurs on the Board of Directors, whether by death, resignation, removal or any other cause, may be filled by the remaining directors. A director elected to fill a vacancy shall serve the remaining term of his or her predecessor, or until a successor has been elected and qualified.

Section 10. Resignation. Any director may resign effective upon giving written notice to the chairperson of the board, the president, the secretary or the Board of Directors of the corporation, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor may be elected to take office when the resignation becomes effective.

Section 11. Committees. To the extent permitted by law, the Board of Directors may appoint from its members a committee or committees, temporary or permanent, and designate the duties, powers and authorities of such committees.

ARTICLE III

OFFICERS

Section 1. Number of Officers. The officers of the corporation shall be a President, a Treasurer, and a Secretary.

President/Chairman. The President shall be the chief executive officer and shall preside at all meetings of the Board of Directors and its Executive Committee, if such a committee is created by the Board.

Secretary. The Secretary shall give notice of all meetings of the Board of Directors and Executive Committee, if any, shall keep an accurate list of the directors, and shall have the authority to certify any records, or copies of records, as the official records of the corporation. The Secretary shall maintain the minutes of the Board of Directors’ meetings and all committee meetings.

Treasurer/CFO. The Treasurer shall be responsible for conducting the financial affairs of the corporation as directed and authorized by the Board of Directors and Executive Committee, if any, and shall make reports of the corporation’s finances as required, but no less often than at each meeting of the Board of Directors and Executive Committee.

Section 2. Election and Term of Office. The officers shall be elected annually by the Board of Directors at the first meeting of the Board of Directors, immediately following the annual meeting of the shareholders. Each officer shall serve a one year term or until a successor has been elected and qualified.

Section 3. Removal or Vacancy. The Board of Directors shall have the power to remove an officer or agent of the corporation. Any vacancy that occurs for any reason may be filled by the Board of Directors.

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ARTICLE IV

CORPORATE SEAL, EXECUTION OF INSTRUMENTS

The corporation shall not have a corporate seal. All instruments that are executed on behalf of the corporation which are acknowledged and which affect an interest in real estate shall be executed by the President or any Vice-President and the Secretary or Treasurer. All other instruments executed by the corporation, including a release of mortgage or lien, may be executed by the President or any Vice-President. Notwithstanding the preceding provisions of this section, any written instrument may be executed by any officer(s) or agent(s) that are specifically designated by resolution of the Board of Directors.

ARTICLE V

AMENDMENT TO BYLAWS

The bylaws may be amended, altered, or repealed by the Board of Directors or the shareholders by a two-thirds majority of a quorum vote at any regular or special meeting; provided however, that the shareholders may from time to time specify particular provisions of the bylaws which shall not be amended or repealed by the Board of Directors.

ARTICLE VI

INDEMNIFICATION

Any director or officer who is involved in litigation by reason of his or her position as a director or officer of this corporation shall be indemnified and held harmless by the corporation to the fullest extent authorized by law as it now exists or may subsequently be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights).

ARTICLE VII

STOCK CERTIFICATES

The corporation may issue shares of the corporation’s stock without certificates. Within a reasonable time after the issue or transfer of shares without certificates, the corporation shall send the shareholder a written statement of the information that is required by law to be on the certificates. Upon written request to the corporate secretary by a holder of such shares, the secretary shall provide a certificate in the form prescribed by the directors.

ARTICLE VIII DISSOLUTION

The corporation may be dissolved only with authorization of its Board of Directors given at a special meeting called for that purpose, and with the subsequent approval by no less than two-thirds (2/3) vote of the members.

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Certification

Steven Messina, Secretary of Ex-Im America Ltd hereby certifies that the foregoing is a true and correct copy of the bylaws of the above-named corporation, duly adopted by the initial Board of Directors on October 29, 2024.

By:	/s/ Steven Messina		Date:	Oct 29, 2024
	Steven Messina,Secretary

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EXHIBIT 2.1

MEMBERSHIP INTEREST PURCHASE AGREEMENT

This Membership Interest Purchase Agreement (this “Agreement”) is entered into as of February 16, 2025 (the “Effective Date”), by and between:

EX-IM AMERICA LTD., a Wyoming limited liability company with its principal office at 20551 N. Pima Rd., Suite 200, Scottsdale, AZ 85255 (the “Buyer”),

and

WILLIAM WESTBROOK, an individual residing in Scottsdale Arizona, and LUIS VEGA, an individual residing in Mission Texas (collectively, the “Sellers”), as the members of CYBERFUND LLC, a Wyoming limited liability company with its principal office at 20551 N. Pima Rd., Suite 200, Scottsdale, AZ 85255 (the “Company”).

(Buyer and Sellers are collectively referred to as the “Parties” and individually as a “Party.”)

RECITALS

WHEREAS, the Sellers collectively own 100% of the membership interests of the Company (the “Membership Interests”), with William Westbrook owning 50% and Luis Vega owning 50%;

WHEREAS, the Company is engaged in the development of the SimulTrayd platform, a key asset for the Buyer’s operations in providing AI-driven trade analytics and automated workflows for global trade;

WHEREAS, the Buyer desires to purchase, and the Sellers desires to sell, the Membership Interests on the terms and conditions set forth in this Agreement;

WHEREAS, the Sellers, as the Chief Executive Officer and Chief Financial Officer of the Buyer, acknowledges that this transaction constitutes a related party transaction and has been approved by the Buyer’s Board of Directors in compliance with Wyoming law and SEC regulations;

NOW, THEREFORE, in consideration of the mutual covenants and promises herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. PURCHASE AND SALE OF MEMBERSHIP INTERESTS

1.1 Sale of Membership Interests. On the terms and subject to the conditions of this Agreement, the Sellers agree to sell, transfer, and deliver to the Buyer, and the Buyer agrees to purchase from the Sellers, 100% of the Membership Interests of the Company, with each Seller transferring their respective 50% interest, free and clear of all liens, claims, and encumbrances.

1.2 Purchase Price. The purchase price for the Membership Interests shall be $500,000 (the “Purchase Price”), payable entirely in the form of 333,333 shares of the Buyer’s common stock, valued at $1.50 per share (consistent with the Buyer’s current Regulation A offering), to be issued to the Sellers on the Closing Date (as defined below). The shares shall be distributed equally, with each Seller receiving 166,666 shares, representing $250,000 in value per Seller.

1.3 Anti-Dilution Protection. To protect each Seller’s ownership interest in the Buyer, the shares issued pursuant to Section 1.2 shall be subject to anti-dilution protection. In the event of any stock split, reverse stock split, or issuance of additional shares that would dilute either Seller’s ownership below 2.5% of the Buyer’s outstanding common stock prior to the completion of the Regulation A offering, the Buyer shall issue additional shares to the affected Seller to maintain their ownership at 2.5%.

1.4 Exclusion of Liabilities and Management of Development Agreement. The Buyer shall not assume any liabilities of the Company, whether known or unknown, contingent or otherwise, existing as of the Closing Date, except for obligations under the development agreement with iTappBox SRL, dated October 7, 2024 (the “Development Agreement”), which are expressly assumed by the Buyer. All other liabilities of the Company shall remain with the Sellers or be discharged prior to Closing. The Buyer, as the sole owner of the Company post-Closing, shall have full discretion to manage the Development Agreement as it deems fit, including the right to modify, terminate, enforce, or completely disengage from its terms by assignment, novation, or other means, without any further liability to the Buyer.

2. CLOSING

2.1 Closing Date. The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place on February 16, 2025, or such other date as mutually agreed by the Parties (the “Closing Date”), via electronic exchange of documents.

2.2 Deliveries at Closing.

(a) Sellers Deliveries. At Closing, the Sellers shall deliver to the Buyer:

(i) An assignment of the Membership Interests, duly executed by the Sellers;

(ii) A certificate of good standing for the Company from the Wyoming Secretary of State, dated within 10 days of the Closing Date;

(iii) Resignations of all managers and officers of the Company, effective as of the Closing Date.

(b) Buyer Deliveries. At Closing, the Buyer shall deliver to the Sellers:

(i) The cash portion of the Purchase Price via wire transfer;

(ii) A stock certificate representing 166,667 shares of the Buyer’s common stock;

(iii) A certificate from the Buyer’s Board of Directors approving this transaction as a related party transaction.

3. REPRESENTATIONS AND WARRANTIES OF THE SELLERS

3.1 Authority. The Sellers have full power and authority to enter into this Agreement and to perform his obligations hereunder. This Agreement has been duly executed by the Sellers and constitutes a valid and binding obligation, enforceable against him in accordance with its terms.

3.2 The Sellers collectively are the sole owners of the Membership Interests, with William Westbrook owning 50% and Luis Vega owning 50%, free and clear of any liens, claims, or encumbrances. Upon Closing, the Buyer will acquire good and marketable title to the Membership Interests.

3.3 Company Operations. The Company has no material liabilities other than those related to the development agreement with iTappBox SRL, dated October 7, 2024, and disclosed in the Buyer’s financial statements. The Company owns all intellectual property rights associated with the SimulTrayd platform, subject to the terms of the development agreement.

3.4 Related Party Disclosure. The Sellers, as the Chief Executive Officer and Chief Financial Officer of the Buyer, acknowledges that this transaction is a related party transaction and has been disclosed to the Buyer’s Board of Directors and approved in compliance with Wyoming law and SEC regulations.

4. REPRESENTATIONS AND WARRANTIES OF THE BUYER

4.1 Organization and Authority. The Buyer is a limited liability company duly organized, validly existing, and in good standing under the laws of Wyoming. The Buyer has full power and authority to enter into this Agreement and to perform its obligations hereunder.

4.2 Shares Issuance. The shares of common stock to be issued to the Sellers pursuant to Section 1.2(b) have been duly authorized and, when issued, will be validly issued, fully paid, and non-assessable.

4.3 SEC Compliance. The Buyer is conducting a Regulation A offering under Form 1-A/A, and this transaction has been disclosed in the offering statement to ensure transparency for investors.

5. COVENANTS

5.1 Financial Statement Consolidation. The Buyer shall consolidate all costs, liabilities, and intellectual property rights associated with the Company, including those arising from the development agreement with iTappBox SRL, in its financial statements filed with the SEC.

5.2 Confidentiality. The Parties agree to keep the terms of this Agreement confidential, except as required by law or SEC disclosure requirements.

6. INDEMNIFICATION

6.1 Indemnification by Sellers. The Sellers shall indemnify and hold harmless the Buyer from any losses arising out of any breach of the Seller’s representations or warranties under this Agreement.

6.2 Indemnification by Buyer. The Buyer shall indemnify and hold harmless the Sellers from any losses arising out of any breach of the Buyer’s representations or warranties under this Agreement.

7. MISCELLANEOUS

7.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Wyoming, without regard to its conflict of laws principles.

7.2 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, whether written or oral.

7.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

7.4 Notices. All notices under this Agreement shall be in writing and delivered to the addresses set forth above, or to such other address as a Party may designate in writing.

IN WITNESS WHEREOF

The Parties have executed this Membership Interest Purchase Agreement as of the Effective Date.

BUYER:

EX-IM AMERICA LTD.

Date: February 16, 2025

SELLERS:

Date: February 16, 2025

Date: February 16, 2025

  EXHIBIT 4.1

SUBSCRIPTION AGREEMENT

This SUBSCRIPTION AGREEMENT (the “Agreement”) is made and entered into this                                   (the “Effective Date”) by and between Ex-Im America Ltd, located at 20551 N. Pima Rd., Suite 200 Scottsdale, AZ  85255-7206 (the “Company”)  and                                   , located at                                   ,                                   ,                                                                       (the “Subscriber”).

RECITALS

WHEREAS the Subscriber wishes to subscribe for __________shares (the “Shares”) of the capital stock of Ex-Im America Ltd at the subscription price of $1.50 Dollars per share.

WHEREAS the Subscriber hereby acknowledges that the Company is relying upon the accuracy and completeness of the representations in this Agreement in complying with its obligations under applicable federal and state securities laws.

WHEREAS the Subscriber hereby acknowledges and certifies that the Subscriber received and read the Private Placement Memorandum of Ex-Im America Ltd dated December 17, 2024 and any supplements thereto (the “Private Placement Memorandum”), and the Subscriber is familiar with the terms and provisions thereof.

WHEREAS it is the intention of the parties to the Agreement that this subscription will be made pursuant to appropriate exemptions (the “Exemption”) from the registration and prospectus or equivalent requirements of all rules, policies, notices, orders, and legislation of any kind (collectively the “Securities Rules”) of all jurisdictions applicable to this subscription;

NOW THEREFORE, for the reasons set forth above, and in consideration of the foregoing and of the mutual promises and covenants of the Company and Subscriber contained herein, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company and the Subscriber agree as follows:

I. REPRESENTATIONS AND WARRANTIES

The Subscriber represents and warrants to the Company, and acknowledges that the Company is relying on these representations and warranties to, among other things, ensure that it is complying with all of the applicable Securities Rules, that:

i. The Subscriber is aware of the degree of risk associated with the purchase of the Shares of the Company;

ii. The Subscriber is fully aware and understands that at any time the Company may operate at a loss rather than a profit, and may do so for an unforeseeable amount of time;

iii. The Subscriber has the financial means to meet all of the obligations contemplated herein;

iv. The Subscriber has read and fully understands the terms, conditions and effect of this Agreement, and all other documents in connection therewith;

v. The Subscriber hereby confirms that he/she has reviewed or had the opportunity to review, all documents, records, and books pertaining to the investment in the Company;

vi. The Subscriber is at least twenty-one (21) years of age;

vii. The Subscriber is an “accredited investor” as the term is defined in the Securities Act of 1933, as amended (the “Act”) and any relevant state statute or regulation, or is otherwise a sophisticated, knowledgeable investor (either alone or with the aid of a purchaser representative) with adequate net worth and income for this investment;

viii. The Subscriber has in depth knowledge and experience in financial and business matters pertaining to the subject matter contained in this Agreement and is capable of evaluating the risks of any investment in the Company;

ix. The offer to sell Shares was communicated to the Subscriber by the Company in such a manner that the Subscriber was able to ask questions of and receive answers from the Company concerning the terms and conditions of this transaction and that at no time was Subscriber presented with or solicited by any brochure, public promotional meeting, newspaper or magazine article, radio or television advertisement or any other form of advertising or general solicitation;

x. The Subscriber has determined that the purchase of the Shares is a suitable investment;

xi. The Shares for which the Subscriber hereby subscribes are being acquired solely for the Subscribers own account, for investment purposes; and the Subscriber agrees that he/she will not sell or otherwise transfer the Shares unless the Shares are registered under the Act and qualified under applicable state securities laws or unless, in the opinion of the Company, and exemption from the registration requirements of the Act and such law is available;

xii. The Subscriber has been advised to consult with the Subscribers own attorney regarding legal matters concerning an investment in the Company and has done so to the extent the Subscriber deems necessary.

II. INDEMNIFICATION

The Subscriber hereby agrees to indemnify and hold harmless the Company and any of its officers, directors, shareholders, employees, agents or affiliates (collectively the “Indemnified Parties” and individually an “Indemnified Party”) who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, against losses, liabilities and expenses of each Indemnified Party (including attorneys’ fees, judgments, fines and amounts paid in settlement, payable as incurred) incurred by such person or entity in connection with such action, arbitration, suit or proceeding, by reason of or arising from (i) any misrepresentation or misstatement of facts or omission to represent or state facts made by the Subscriber, including, without limitation, the information in this Agreement, or (ii) litigation or other proceeding brought by the Subscriber against one or more Indemnified Party in which the Indemnified Party is the prevailing party.

III. PURCHASE BY AN ENTITY

The Subscriber is an entity (the “Entity”) and the person authorized to sign on behalf of such Entity is a duly appointed agent or representative of the Entity and hereby warrants, that:

i. Such Entity is an existing entity, and has not been organized or reorganized for the purpose of making this investment;

ii. The Entity is in good standing in the applicable jurisdiction and that the Subscriber has the authority to execute this Agreement and any other documents in connection with investment in the Shares on the Entity’s behalf;

iii. The Entity has the power, right, and authority to invest in the Shares and enter into transactions contemplated herein, and the investment is suitable and appropriate for the Entity and its shareholders and beneficiaries;

iv. Any and all documents entered into and executed by the entity in connection with the Company are valid and binding documents of the Entity enforceable in accordance with their terms.

IV. REVOCATION OF OFFER

The Subscriber agrees that the Company may cancel, terminate or revoke the offer to subscribe for shares or any agreement hereunder for a period of 15 days. After 15 days the Agreement will be deemed null and void.

V. SHARE CERTIFICATES

i. The certificates representing the Shares shall unless otherwise permitted by the provisions of Articles (ii) and (iii) in this Section, contain a legend substantially in the following form:

“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT”

ii. The Subscriber hereby agrees to comply in all respects with the provisions of this Section. Prior to any proposed sale, assignment, transfer or pledge of any Shares, the Subscriber agrees that it shall provide written notice to the Company of the Subscriber’s intent of such transfer, sale, assignment or pledge.

iii. Each notice shall provide detail of circumstances of the proposed transfer, sale, assignment or pledge, and shall be accompanied, at the Subscribers expense, by evidence that is satisfactory to the Company, to the effect that the proposed transfer of the Shares may be effected without registration under the Act or applicable state securities law.

VI. MISCELLANEOUS

i. All notices or other communications given or made hereunder shall be in writing and shall be delivered or mailed by registered or certified mail, return receipt requested, postage prepaid, to the Company at its registered head office address and to the undersigned set forth on the signature page hereof.

ii. This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona and, to the extent it involves any United States statute, in accordance with the laws of the United States.

iii. This Agreement constitutes the entire agreement between the Company and the Subscriber with respect to the subject matter hereof and supersedes any prior or contemporaneous understanding, representations, warranties or agreements, whether oral or written.

IN WITNESS WHEREOF, the parties have caused this Subscription Agreement dated                                    between Ex-Im America Ltd and                                    to be executed as of                                  

By:                                                           

Signature of Subscriber

                                  ,                                   

By:                                                           

Signature of Company

Luis J Vega, President

Ex-Im America Ltd

EXHIBIT 4.2

WEB AND MOBILE APPLICATION DEVELOPMENT AGREEMENT

This Agreement is made on 10/07/2024 by and between:

Whereas, the Client desires to have the Developer design, develop, and deliver a web and mobile application as outlined in this Agreement;

Now, Therefore, in consideration of the mutual promises herein, the parties agree as follows:

1. Scope of services

1.1. Deliverables: The Developer agrees to design, develop, and deliver a web and mobile application, detailed in Appendix A (attached herewith).

1.2. Timeline: The Developer will deliver the application in phases, adhering to the timelines listed in Appendix A, with the final delivery no later than the agreed-upon end date.

1.3. Platform: The application will be developed for:

1.4. Admin App: The Developer will also provide a separate mobile iOS and web admin app as specified in the project proposal.

1.5. Payment Integration: The Developer will integrate Stripe for payment processing and RevenueCat for subscription management.

2. Fees and payment terms

2.1. Fees: The total fees for the project will be agreed upon separately and attached as Appendix B. Fees shall cover all design, development, testing, and deployment tasks.

2.2. Advance Payment: The Client agrees to make an advance payment prior to the commencement of the project. The advance payment will be specified in Appendix B.

2.3. Payment Terms: The remaining balance will be paid in installments as detailed in Appendix B or according to the schedule agreed upon by both parties.

3. Change requests

3.1. Scope Changes: Any changes in the scope of work after this Agreement has been signed must be submitted in writing by the Client. Both parties will mutually agree on the time and cost implications of the requested changes.

3.2. Additional Work: Changes that require additional work or major revisions will result in an amended project fee and/or an extension of the project deadline.

4. Confidentiality and intellectual property

4.1. Confidentiality: Both parties agree to keep all sensitive and proprietary information regarding the project confidential. This includes, but is not limited to, business models, user data, designs, code, and any other intellectual property created during the development process.

4.2. Ownership of developed work upon milestone payments:

4.3. Final ownership upon completion:

4.4. Developer tools and reusable code: Any generic software tools, libraries, or code components that were not specifically created for the Client but used by the Developer (e.g., open-source libraries, internal developer tools) will remain the property of the Developer or the original creator of such tools. However, the Developer confirms that these tools will not inhibit the Client's full ownership or control of the application after delivery.

5. Warranties and liabilities

5.1. Warranty period: The Developer agrees to provide 14 days of post-launch support for bug fixes and performance issues. Any additional changes, enhancements, or feature requests beyond this period will be billed at an agreed-upon rate.

5.2. Client responsibilities: The Client agrees to provide timely feedback and responses to avoid project delays.

5.3. Limitation of liability: In no event shall either party be liable for any indirect, incidental, or consequential damages arising from this Agreement, except in cases of gross negligence or intentional misconduct.

5.4. Force majeure: Neither party shall be liable for delays or failure to perform caused by circumstances beyond their reasonable control, including but not limited to acts of God, labor disputes, or governmental actions.

6. Termination

6.1. Termination for convenience: Either party may terminate this Agreement for convenience with 30 days' written notice. In the event of termination, the Client will retain ownership of all developed and delivered work for which they have already made payment, as described in Section 4.2. The Client agrees to pay for all completed work up to the date of termination, and the Developer agrees to deliver all paid-for materials.

6.2. Termination for breach: Either party may terminate this Agreement in the event of a material breach by the other party. The non-breaching party shall provide written notice of the breach and allow a 15-day cure period. If the breach is not remedied within that period, the non-breaching party may terminate the Agreement. In such a case, the Client will retain ownership of any completed work up to the most recent paid milestone.

7. Dispute resolution

7.1. Negotiation: In the event of any dispute, the parties agree to first attempt to resolve the dispute through good-faith negotiation.

7.2. Mediation/Arbitration: If negotiation fails, the parties agree to submit to mediation. If mediation is unsuccessful, the dispute shall be resolved by binding arbitration in either the jurisdiction of the Client's location or the Developer's location, whichever is more appropriate or mutually agreed upon by the parties at the time of the dispute.

7.3. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the United States.

8. General provisions

8.1. Entire Agreement: This Agreement, including all appendices, constitutes the entire understanding between the parties and supersedes all prior discussions, agreements, or understandings, oral or written.

8.2. Amendments: This Agreement may only be amended in writing, signed by both parties.

8.3. Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect.

Appendices

Main app development

Week 1: Project setup & backend architecture

Goals:

Tasks:

Deliverables:

Week 2: Frontend integration and initial API connections

Goals:

Tasks:

Deliverables:

Week 3: Finalize frontend development & continue payment Integration

Goals:

Tasks:

Deliverables:

Week 4: Backend & payment integration refinement, testing, and bug fixes

Goals:

Tasks:

Deliverables:

Week 5: Beta testing & debugging across platforms

Goals:

Tasks:

Deliverables:

Week 6: Final debugging, optimization, and deployment

Goals:

Tasks:

Deliverables:

Main app development payment plan

1. Initial advance payment

2. Week 2 Payment

3. Week 3 Payment

4. Week 4 Payment

5. Week 5 Payment

6. Final payment

Summary of payment plan for main app:

Admin app development payment plan

Week 1 Payment