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PART II — INFORMATION REQUIRED IN OFFERING CIRCULAR

Preliminary Offering Circular dated April 22, 2025

An Offering Statement pursuant to Regulation A relating to these securities has been filed with the 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 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.

RidePair Inc.

$20,000,000

20,000 SHARES OF SERIES B 10% CONVERTIBLE PREFERRED STOCK

8,000,000 SHARES OF COMMON STOCK (FOR CONVERSION)

2,000 SHARES OF SERIES B 10% CONVERTIBLE PREFERRED STOCK (FOR DIVIDENDS)

800,000 SHARES OF COMMON STOCK (FOR CONVERSION OF DIVIDENDS)

$1,000.00 PER SHARE FOR EACH SHARE OF SERIES B 10% CONVERTIBLE PREFERRED STOCK

This is the public offering of securities of RidePair Inc., a Delaware corporation. We are offering 20,000 shares of our Series B 10% Convertible Preferred Stock, par value $0.0001 (the “Series B Preferred Stock”), at an offering price of $1,000 per share (the “Offered Shares”) by the Company. Each one Offered Share is convertible into four hundred (400) shares of the Company’s Common Stock. As per the Company’s designation for the Series B Preferred Stock, the first year of dividends will be paid through the payment of cash and through the issuance of additional shares of Series B Preferred Stock (“in-kind”). Approximately 2,000 shares of Series B Preferred Stock will be issued for the first year of dividends in the event that all Offered shares of Series B Preferred Stock are sold in this offering.

This offering statement also relates to the 8,000,000 shares of Common Stock issuable upon conversion of the Offered Shares and 800,000 shares of Common Stock issuable upon conversion of the Series B Preferred Stock issued as dividend payments.

This Offering will terminate on the earlier of (a) twelve (12) months from the date this Offering Circular is qualified for sale by the Securities Exchange Commission (“SEC”) (which date may be extended for an additional 90 days in our sole discretion); (b) the date when all Shares have been sold; or (c) the date on which this offering is earlier terminated by us, in our sole discretion. The minimum purchase requirement per investor is 1 Offered Share ($1,000).

Ridepair’s office is located at 2617 Ocean Park Blvd, Suite 1011, Santa Monica, CA 90405, Phone: 818-770-5933, Email: investor@ridepair.io. We maintain a website at http://www.ridepair.io. We do not incorporate the information on or accessible through our website into this Offering Circular, and you should not consider any information on, or that can be accessed through, our website a part of this Offering Circular.

These securities are speculative securities. Investment in the Company’s stock involves significant risk. You should purchase these securities only if you can afford a complete loss of your investment. See the “Risk Factors” section on page 5 of this Offering Circular.

No Escrow

The proceeds of this offering will not be placed into an escrow account. We will offer our Series B Preferred Stock on a best efforts basis. As there is no minimum offering, upon the approval of any subscription to this Offering Circular, the Company shall immediately deposit said proceeds into the bank account of the Company and may dispose of the proceeds in accordance with the Use of Proceeds.

Subscriptions are irrevocable and the purchase price is non-refundable as expressly stated in this Offering Circular. All proceeds received by the Company from subscribers for this Offering will be available for use by the Company upon acceptance of subscriptions for the securities by the Company.

The sale of these shares will commence within two calendar days of the qualification date and it will be a continuous Offering pursuant to Rule 251(d)(3)(i)(F).

This Offering will be conducted on a “best-efforts” basis, which means our Officers will use their commercially reasonable best efforts in an attempt to offer and sell the Shares. Our Officers will not receive any commission or any other remuneration for these sales. In offering the securities on our behalf, the Officers will rely on the safe harbor from broker-dealer registration set out in Rule 3a4-1 under the Securities Exchange Act of 1934, as amended.

This Offering Circular shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sales of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful, prior to registration or qualification under the laws of any such state.

As of the date of this prospectus, there is no trading market for our Preferred Stock or Common Stock, and we cannot assure you that a trading market will develop. Neither our Preferred Stock, nor our Common Stock, are currently listed on any national securities exchange, the NASDAQ stock market, or the OTC Markets. There is no guarantee that our securities will ever trade on any national securities exchange, the NASDAQ stock market, or the OTC Markets.

Investing in our Preferred Stock and Common Stock involves a high degree of risk. See “Risk Factors” beginning on page 5 for a discussion of certain risks that you should consider in connection with an investment in our Preferred Stock and Common Stock.

(1) We are offering shares on a continuous basis. See “Distribution – Continuous Offering.

(2) This is a “best-efforts” offering. The proceeds of this offering will not be placed into an escrow account. We will offer our Offered Shares on a best-efforts basis primarily through direct communication with the Company. Upon the receipt of any subscription to this Offering Circular, the Company shall immediately deposit said proceeds into the bank account of the Company and may dispose of the proceeds in accordance with the Use of Proceeds. See “How to Subscribe.”

(3) No additional consideration will be paid in connection with the issuance of shares of Common Stock issued upon conversion of the Offered Shares. In addition, no additional consideration will be paid in connection with the issuance of shares of Series B Preferred Stock issued as dividend payments, nor the shares of Common Stock issued upon conversion of the shares of the Series B Preferred Stock issued as dividend payments.

(4) We are offering these securities without an underwriter.

(5) Excludes estimated total offering expenses, inclusive of advertising, that we estimate will be approximately $2,000,000 assuming the maximum offering amount is sold.

Our Board of Directors used its business judgment in setting a value of $1,000 per share of Series B Preferred Stock as consideration for the stock to be issued under the Offering. The sales price per share bears no relationship to our book value or any other measure of our current value or worth.

No sale may be made to you in this offering if the aggregate purchase price you pay is more than 10% of the greater of your annual income or your net worth. Different rules apply to accredited investors and non-natural persons. Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, we encourage you to refer to www.investor.gov.

THE U.S. SECURITIES AND EXCHANGE COMMISSION 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 COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION.

The date of this Offering Circular is April 22, 2025.

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We are offering to sell, and seeking offers to buy, our securities only in jurisdictions where such offers and sales are permitted. You should rely only on the information contained in this Offering Circular. We have not authorized anyone to provide you with any information other than the information contained in this Offering Circular. The information contained in this Offering Circular is accurate only as of its date, regardless of the time of its delivery or of any sale or delivery of our securities. Neither the delivery of this Offering Circular nor any sale or delivery of our securities shall, under any circumstances, imply that there has been no change in our affairs since the date of this Offering Circular. This Offering Circular will be updated and made available for delivery to the extent required by the federal securities laws.

In this Offering Circular, unless the context indicates otherwise, references to “RidePair,” “we,” the “Company,” “our” and “us” refer to the activities of and the assets and liabilities of the business and operations of RidePair Inc.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements under “Summary”, “Risk Factors”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, “Business” and elsewhere in this Offering Circular constitute forward-looking statements. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar matters that are not historical facts. In some cases, you can identify forward-looking statements by terms such as “anticipate”, “believe”, “could”, “estimate”, “expect”, “intend”, “may”, “plan”, “potential”, “should”, “will” and “would” or the negatives of these terms or other comparable terminology.

You should not place undue reliance on forward-looking statements. The cautionary statements set forth in this Offering Circular, including in “Risk Factors” and elsewhere, identify important factors which you should consider in evaluating our forward-looking statements. These factors include, among other things, may include statements about our:

Although the forward-looking statements in this Offering Circular are based on our beliefs, assumptions and expectations, taking into account all information currently available to us, we cannot guarantee future transactions, results, performance, achievements or outcomes. No assurance can be made to any investor by anyone that the expectations reflected in our forward-looking statements will be attained, or that deviations from them will not be material and adverse. We undertake no obligation, other than as maybe be required by law, to re-issue this Offering Circular or otherwise make public statements updating our forward-looking statements.

MARKET AND INDUSTRY DATA

This prospectus contains estimates, projections and other information concerning our industry, our business and the markets for our for ride sharing, including data regarding the estimated size of such markets. We obtained the industry, market and similar data set forth in this prospectus from our internal estimates and research and from academic and industry research, publications, surveys and studies conducted by third parties, including governmental agencies. In some cases, we do not expressly refer to the sources from which this data is derived. Information that is based on estimates, forecasts, projections, market research or similar methodologies is inherently subject to uncertainties and actual events or circumstances may differ materially from events and circumstances that are assumed in this information. While we believe our internal research is reliable, such research has not been verified by any third party.

SUMMARY

This summary highlights selected information contained elsewhere in this Offering Circular. This summary is not complete and does not contain all the information that you should consider before deciding whether to invest in our Common Stock. You should carefully read the entire Offering Circular, including the risks associated with an investment in the company discussed in the “Risk Factors” section of this Offering Circular, before making an investment decision. Some of the statements in this Offering Circular are forward-looking statements. See the section entitled “Cautionary Statement Regarding Forward-Looking Statements.”

Company Information

RidePair Inc. (“the Company”, “RidePair”, “we” and “us”) was incorporated under the laws of the State of Delaware on November 20, 2018 under the name of Bit Forge L.A. Inc. On August 20, 2020, the Company filed an Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware and changed the name of the corporation to RidePair Inc.

RidePair is a software company that has developed an app for coordinating, enabling and verifying ride sharing. This is not ride sharing such as Uber where the driver is essentially offering a taxi service, but true ride sharing in which everyone in the car is sharing the ride to go to a similar place – e.g. co-commuting to work with colleagues. Unlike taxi-like services which increase the number of cars on the road, true ride sharing has been shown to be one of the most effective means of reducing cars on the roads and thus reducing traffic, emissions and even reducing roadway maintenance. The issue has been verifying the ride sharing or co-commuting is actually occurring, which issue is solved by the Ridepair app.

Ridepair’s office is located at 2617 Ocean Park Blvd, Suite 1011, Santa Monica, CA 90405, Phone: 818-770-5933, Email: investor@ridepair.io. We maintain a website at http://www.ridepair.io. We do not incorporate the information on or accessible through our website into this Offering Circular, and you should not consider any information on, or that can be accessed through, our website a part of this Offering Circular.

Section 15(g) of the Securities Exchange Act of 1934

Our shares are covered by section 15(g) of the Securities Exchange Act of 1934, as amended that imposes additional sales practice requirements on broker/dealers who sell such securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouses). For transactions covered by the Rule, the broker/dealer must make a special suitability determination for the purchase and have received the purchaser’s written agreement to the transaction prior to the sale. Consequently, the Rule may affect the ability of broker/dealers to sell our securities and also may affect your ability to sell your shares in the secondary market.

Section 15(g) also imposes additional sales practice requirements on broker/dealers who sell penny securities. These rules require a one-page summary of certain essential items. The items include the risk of investing in penny stocks in both public offerings and secondary marketing; terms important to in understanding of the function of the penny stock market, such as bid and offer quotes, a dealers spread and broker/dealer compensation; the broker/dealer compensation, the broker/dealers’ duties to its customers, including the disclosures required by any other penny stock disclosure rules; the customers’ rights and remedies in cases of fraud in penny stock transactions; and, the FINRA’s toll free telephone number and the central number of the North American Securities Administrators Association, for information on the disciplinary history of broker/dealers and their associated persons.

Dividends

The Company has not declared or paid a cash dividend to stockholders since it was organized and does not intend to pay dividends in the foreseeable future, except for the dividends payable on the Series B 10% Convertible Preferred Stock (“Series B Preferred Stock”) issued in this offering. The board of directors presently intends to retain any earnings to finance our operations and does not expect to authorize cash dividends in the foreseeable future. Any other payment of cash dividends in the future will depend upon the Company’s earnings, capital requirements and other factors.

Series B Preferred Stock Dividend Policy

For the first year outstanding, dividends shall be paid through a combination of the issuance of additional shares of Preferred Stock (“in-kind”) and cash for any fractional dividend. For every year afterwards, dividends will be paid in cash. Payments for the first-year dividend shall be made on January 15, 2026. All dividend payments going forward shall be made on January 15^th, April 15^th, July 15^th and October 15^th beginning on April 15, 2026.

The Company will allocate 10% of the proceeds from this Offering into an escrow account as a contingency to make the payments to the holders of the Series B Preferred Stock during the second year after such Series B Preferred Stock has been issued . The Company believes that it will have sufficient operating profits to make a cash payment of dividends for the second year of payments. In the event that it does not have enough profits, it will use the capital in escrow as a return on capital as opposed to a dividend and the Preferred stockholders will be made informed through the dividend statements accompanying dividends and with their tax statements that they are not receiving net profits, and that they should not assume that the source of these distributions are net profits. If dividends are paid from operating profits, then the Company will move the escrowed capital to its operating account and use the capital for general working capital.

Example of first year dividend payment: If a Preferred Stockholder invested $1,000 in the the offering contemplated by this Offering Circular (the “Regulation A Offering”) and purchased the offered shares 9 months prior to the dividend payment date of January 15, 2026, they would be due a dividend in the amount of $75. No fractional shares of the Preferred Stock may be issued, thus the Company shall pay the Preferred Stockholder a cash payment of $75.

Second Example of first year dividend payment: If a Preferred Stockholder invested $15,000 in the Regulation A Offering and purchased the offered shares 9 months prior to the dividend payment date of January 15, 2026, they would be due a dividend in the amount of $1,125. The Company would issue the Preferred Stockholder one share (1) of the Preferred Stock and pay a cash dividend of $125.

Trading Market

As of the date of this prospectus, there is no trading market in our Series B Preferred Stock or Common Stock, and we cannot assure you that a trading market will develop. Neither our Series B Preferred Stock, nor our Common Stock, are currently listed on any national securities exchange, the NASDAQ stock market, or the OTC Markets . There is no guarantee that our securities will ever trade on any national securities exchange, the NASDAQ stock market, or the OTC Market .

THE OFFERING

RISK FACTORS

An investment in our Series B 10% Convertible Preferred Stock and Common Stock involves a high degree of risk. You should carefully consider the following risk factors, together with the other information contained in this Offering Circular, before purchasing our Common Stock. Any of the following factors could harm our business, financial condition, results of operations or prospects, and could result in a partial or complete loss of your investment. Some statements in this Offering Circular, including statements in the following risk factors, constitute forward-looking statements. Please refer to the section entitled “Cautionary Statement Regarding Forward-Looking Statements”.

Risks Relating to Our Financial Condition

We have incurred significant losses and anticipate future losses.

As of September 30, 2024, we had an accumulated deficit of $3,509,252 and a stockholders’ deficit of approximately $2,223,747. Future losses are likely to occur until, we are able to generate revenue from our business plan and the RidePair app. As a result of these, among other factors, we have included a footnote within the financial statements for the years ended September 30, 2024 and 2023, an explanatory paragraph stating that there is substantial doubt about our ability to continue as a going concern. Please see NOTE 2 – GOING CONCERN for further information.

Our existing financial resources are insufficient to meet our ongoing operating expenses.

We have no sources of income at this time and no existing cash balances to meet our ongoing operating expenses. In the short term, unless we are able to raise additional debt and/or equity we shall be unable to meet our ongoing operating expenses. On a longer-term basis, we intend to raise debt and/or equity to meet our ongoing operating expenses for growth in return for shares of our common stock to create value for our shareholders. There can be no assurance that we will be able to raise the capital to fund our operations and growth.

Management has expressed concerns about our ability to continue as a going concern.

Management has expressed concern about our ability to continue as a going concern based on the absence of significant revenues, our significant losses from operations and our need for additional financing to fund all of our operations. It is not possible at this time for us to predict with assurance the potential success of our business. The revenue and income potential of our proposed business and operations are unknown. If we cannot continue as a viable entity, we may be unable to continue our operations and you may lose some or all of your investment in our common stock.

We have limited operational history in an emerging industry, making it difficult to accurately predict and forecast business operation.

As we have less than ten years of corporate operational history and have yet to generate any significant revenue under our business model, it is extremely difficult to make accurate predictions and forecasts on our finances. There is no guarantee that we will properly execute our business model in the transportation/ride share sector.

As an early stage company, we have yet to achieve revenues, a profit and may not achieve a profit in the near future, if at all.

We have not yet produced revenues nor a net profit and may not in the near future, if at all. While we expect our revenue to begin and grow in the near future, we have not achieved profitability and cannot be certain that we will be able to realize sufficient revenue to achieve profitability. Our ability to continue as a going concern may be dependent upon raising capital from financing transactions, increasing revenue throughout the year and keeping operating expenses below our revenue levels in order to achieve positive cash flows, none of which can be assured.

We may require additional capital to support business growth, and this capital might not be available on acceptable terms, if at all.

We intend to continue to make investments to support our business growth and may require additional funds to respond to business challenges, including the need to develop new features and products or enhance our existing products, improve our operating infrastructure or acquire complementary businesses and technologies. Accordingly, we may need to engage in continued equity or debt financings to secure additional funds. If we raise additional funds through future issuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of our common stock. Any debt financing we secure in the future, could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. We may not be able to obtain additional financing on terms favorable to us, if at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to support our business growth and to respond to business challenges could be impaired, and our business may be harmed.

We expect our quarterly financial results to fluctuate.

We expect our net sales and operating results to vary significantly from quarter to quarter due to a number of factors, including changes in:

As a result of the variability of these and other factors, our operating results in future quarters may be below the expectations of our stockholders.

Risks Relating to Our Business and Industry

Our business requires substantial capital expenditures. We may be unable to obtain required capital or financing on satisfactory terms, which could lead to a decline in our advertising and marketing and thus a decrease in new user growth.

To launch an app to end-users requires substantial capital – primarily in marketing and advertisings. We make and expect to continue to make substantial capital expenditures to attract end-users to our platform. We also plan to continue to make expenditures to continually improve our software and develop additional features within our app. Also, our business model relies on the ability to pay the end-users for ride sharing and co-commuting. We expect to fund our 2025 and 2026 capital expenditures with cash generated by operations and from the net proceeds of this offering. The actual amount and timing of our future capital expenditures may differ materially from our estimates as a result of, among other things, attracting advertisers to our app and, and regulatory, technological and competitive developments. We intend to finance our future capital expenditures primarily through cash flow from operations; however, our financing needs may require us to alter or increase our capitalization substantially through the issuance of debt or equity securities or the sale of assets. The issuance of additional indebtedness would require that a portion of our cash flow from operations be used for the payment of interest and principal on our indebtedness, thereby reducing our ability to use cash flow from operations to fund working capital, capital expenditures and acquisitions.

Our cash flow from operations and access to capital are subject to a number of variables, including:

If additional capital is needed, we may not be able to obtain debt or equity financing on terms acceptable to us, if at all. If cash flow generated by our operations is not sufficient to meet our capital requirements, the failure to obtain additional financing could result in a curtailment of our operations relating to continued development of our app and advertising and marketing for new end-users, which in turn could lead to a decline in our revenues, and could adversely affect our business, financial condition and results of operations.

Introducing and rolling out a new software app to consumers are high-risk activities with many uncertainties that could result in a total loss of investment or otherwise adversely affect our business, financial condition or results of operations.

Our future financial condition and results of operations will depend on the success of our rollout activities including marketing and advertising, which are subject to numerous risks beyond our control, including the risk that consumers will not adapt our app, which will not result in a commercially viable business model.

Further, many factors may curtail, delay or cancel our scheduled rollout, including the following:

Our initial rollout will be concentrated in Placer County California, making us vulnerable to risks associated with operating in one major geographic area.

Our initial rollout will be geographically concentrated in Placer County California. As a result of this concentration, we may be disproportionately exposed to the impact of regional factors and preferences such as driving habits of the people from this area. These preferences might not be the same as potential end users from other areas. We might adapt our system for this end user base and it might not translate to other end users as we rollout our software to the rest of California, other US municipalities and even globally.

We may be unable to make attractive acquisitions or successfully integrate acquired businesses, and any inability to do so may disrupt our business and hinder our ability to grow.

Although there are no currently planned acquisitions or even potential targets, in the future we may make acquisitions of businesses that complement or expand our current business. We may not be able to identify attractive acquisition opportunities. Even if we do identify attractive acquisition opportunities, we may not be able to complete the acquisition or do so on commercially acceptable terms.

The success of any completed acquisition will depend on our ability to integrate effectively the acquired business into our existing operations. The process of integrating acquired businesses may involve unforeseen difficulties and may require a disproportionate amount of our managerial and financial resources. No assurance can be given that we will be able to identify additional suitable acquisition opportunities, negotiate acceptable terms, obtain financing for acquisitions on acceptable terms or successfully acquire identified targets. Our failure to achieve consolidation savings, to integrate the acquired businesses and assets into our existing operations successfully or to minimize any unforeseen operational difficulties could have a material adverse effect on our financial condition and results of operations.

Competition in the ride share industry is intense.

Although we believe that RidePair is substantially different from other ride share companies, many of our perceived competitors possess and employ financial, technical and personnel resources substantially greater than ours. Those companies may be able to shift their business plans and directly compete with us by offering to pay all riders and drivers for sharing a ride. In addition, other companies may be able to offer better compensation packages to attract and retain qualified personnel than we are able to offer. We may not be able to compete successfully in the future in attracting end users to our app, attracting and retaining quality personnel and raising additional capital, which could have a material adverse effect on our business.

If we experience significant fluctuations in our rate of anticipated growth and fail to balance our expenses with our revenue forecasts, our results could be harmed.

Due to the early stages of our business model, the unpredictability of new markets that we enter and unpredictability of future general economic and financial market conditions, we may not be able to accurately forecast our rate of growth. We plan our expense levels and investment on estimates of future revenue and future anticipated rate of growth. We may not be able to adjust our spending quickly enough if the addition of new subscriptions or the renewal rate for existing subscriptions falls short of our expectations.

As a result, we expect that our revenues, operating results and cash flows may fluctuate significantly on a quarterly basis. Our recent revenue growth rates may not be sustainable and may decline in the future. We believe that period-to-period comparisons of our revenues, operating results and cash flows may not be meaningful and should not be relied upon as an indication of future performance.

If we acquire companies or technologies in the future, they could prove difficult to integrate, disrupt our business, dilute stockholder value and adversely affect our operating results and the value of your investment.

Although it is not part of our current business strategy, we might in the future decide that it is prudent to evaluate acquisitions of complementary businesses, joint ventures, services and technologies. Acquisitions and investments involve numerous risks, including:

In addition, if we finance acquisitions by issuing additional convertible debt or equity securities, our existing stockholders may be diluted which could affect the market price of our stock. Further, if we fail to properly evaluate and execute acquisitions or investments, our business and prospects may be seriously harmed, and the value of your investment may decline.

We are dependent on our management team and development and operations personnel, and the loss of one or more key employees or groups could harm our business and prevent us from implementing our business plan in a timely manner.

Our success depends substantially upon the continued services of our executive officers and other key members of management, particularly our Chief Executive Officer. From time to time, there may be changes in our executive management team resulting from the hiring or departure of executives. Such changes in our executive management team may be disruptive to our business. We are also substantially dependent on the continued service of our existing development and operations personnel because of the complexity of our service and technologies. We only have an employment agreement with our Chief Executive Officer. As a result of this, other key management, development or operations personnel, could terminate their employment with us at any time. We do not maintain key person life insurance policies on any of our employees. The loss of one or more of our key employees or groups could seriously harm our business.

Because competition for our target employees is intense, we may not be able to attract and retain the highly skilled employees we need to support our operations and increasing customer base.

In the transportation industry, there is substantial and continuous competition for programmers and marketing experts with high levels of experience and operations personnel. We may not be successful in attracting and retaining qualified personnel. We expect to experience difficulty in hiring and retaining highly skilled employees with appropriate qualifications. In addition, job candidates and existing employees often consider the value of the stock awards they receive in connection with their employment. Once listed, if our future stock price performs poorly, it may adversely affect our ability to retain highly skilled employees. In addition, since we expense all stock-based compensation, we may periodically change our stock compensation practices, which may include reducing the number of employees eligible for options or reducing the size of equity awards granted per employee. If we fail to attract new personnel or fail to retain and motivate our current personnel, our business and future growth prospects could be severely harmed.

Our officers and directors may have conflicts of interest which may not be resolved favorably to us.

Certain conflicts of interest may exist between our officers and directors and us. Certain of our officers and directors have other business interests to which they devote their attention and may be expected to continue to do so although management time should be devoted to our business. As a result, conflicts of interest may arise that can be resolved only through the exercise of such judgment as is consistent with fiduciary duties to us.

Natural disasters and other events beyond our control could materially adversely affect us.

Natural disasters or other catastrophic events may cause damage or disruption to our operations, international commerce and the global economy, and thus could have a strong negative effect on us. Our business operations are subject to interruption by natural disasters, fire, power shortages, pandemics and other events beyond our control.

Our lack of adequate D&O insurance may also make it difficult for us to retain and attract talented and skilled directors and officers.

We may in the future be subject to additional litigation, including potential class action and stockholder derivative actions. Risks associated with legal liability are difficult to assess and quantify, and their existence and magnitude can remain unknown for significant periods of time. To date, we have not obtained directors and officers liability (“D&O”) insurance. While neither Delaware law nor our Articles of Incorporation or bylaws require us to indemnify or advance expenses to our officers and directors involved in such a legal action, we have entered into an indemnification agreement with our President and intend to enter into similar agreements with other officers and directors in the future. Without adequate D&O insurance, the amounts we would pay to indemnify our officers and directors should they be subject to legal action based on their service to the Company could have a material adverse effect on our financial condition, results of operations and liquidity. Furthermore, our lack of adequate D&O insurance may make it difficult for us to retain and attract talented and skilled directors and officers, which could adversely affect our business.

We may experience significant losses from operations.

Even if we do generate operating income in one or more quarters in the future, subsequent developments in our industry, customer base, business or cost structure or an event such as significant litigation or a significant transaction may cause us to again experience operating losses. We may not become profitable for the long-term, or even for any quarter.

If we fail to maintain an effective system of internal controls, we may not be able to accurately report our financial results or prevent fraud. As a result, current and potential stockholders could lose confidence in our financial reporting, which would harm our business.

Effective internal controls are necessary for us to provide reliable financial reports and effectively prevent fraud. If we cannot provide reliable financial reports or prevent fraud, our brand and operating results could be harmed. We may in the future discover areas of our internal controls that need improvement. We cannot be certain that any measures we implement will ensure that we achieve and maintain adequate controls over our financial processes and reporting in the future. Any failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm our operating results or cause us to fail to meet our reporting obligations. Inferior internal controls could also cause investors to lose confidence in our reported financial information.

We cannot be certain that additional financing will be available on reasonable terms when required, or at all.

From time to time, we may need additional financing. Our ability to obtain additional financing, if and when required, will depend on investor demand, our operating performance, the condition of the capital markets, and other factors. We cannot assure you that additional financing will be available to us on favorable terms when required, or at all. We may need to raise additional funds through the issuance of equity, equity-linked or debt securities, those securities may have rights, preferences, or privileges senior to the rights of our Common Stock, and our existing stockholders may experience dilution.

Reliance upon third parties.

The Company does not intend on maintaining a significant back-office, programming or marketing staff. Rather it will rely heavily on consultants and contractors to perform these services for the Company. Accordingly, there is no assurance that such third parties will be available when needed at affordable prices.

Risks Related to this Offering and Our Preferred and Common Stock

There is no existing market for our Preferred or Common Stock and we cannot predict whether one will develop to provide you with adequate liquidity to sell our Preferred or Common Stock at prices equal to or greater than the price you paid in this offering.

Prior to this offering, there has not been a public market for our Preferred or Common Stock and we have not applied to list or quote our securities on any market, exchange or interdealer quotation system. We cannot predict the extent to which investor interest in our company will lead to the development of an active trading market on the stock exchange on which we list our Common Stock or otherwise or how liquid that market might become. If an active trading market does not develop, you may have difficulty selling any of our common stock that you buy. The initial public offering price for the common stock will be determined by negotiations between us and the representatives of the underwriters and may not be indicative of prices that will prevail in the open market following this offering. Consequently, you may not be able to sell our common stock at prices equal to or greater than the price you paid in this offering, or at all.

If our Common Stock becomes quoted, the market price of our Common Stock may fluctuate, and you could lose all or part of your investment.

The offering price for our Common Stock will be set by us based on a number of factors and may not be indicative of prices that will prevail on any national securities exchange, the NASDAQ stock market, or the OTC Markets following this Offering. The price of our Common Stock may decline following this Offering. The stock market in general, and the market price of our Common Stock will likely be subject to fluctuation, whether due to, or irrespective of, our operating results, financial condition and prospects.

Our financial performance, our industry’s overall performance, changing consumer preferences, technologies and advertiser requirements, government regulatory action, tax laws and market conditions in general could have a significant impact on the future market price of our Common Stock. Some of the other factors that could negatively affect our share price or result in fluctuations in our share price include:

The stock markets in general have experienced extreme volatility that has often been unrelated to the operating performance of particular companies. These broad market fluctuations may adversely affect the trading price of our common stock. Securities class action litigation has often been instituted against companies following periods of volatility in the overall market and in the market price of a company’s securities. Such litigation, if instituted against us, could result in very substantial costs, divert our management’s attention and resources and harm our business, operating results and financial condition.

We do not expect to declare or pay dividends on our Common Stock in the foreseeable future.

We do not expect to declare or pay dividends in the foreseeable future with the exception of the dividends associated with our Series B 10% Convertible Preferred Stock, as we anticipate that we will invest future earnings in the development and growth of our business. Therefore, holders of our Common Stock or holders of our Preferred Stock, who have converted to Common Stock, will not receive any return on their investment unless they sell their securities, and holders may be unable to sell their securities on favorable terms or at all.

Because we do not have an audit or compensation committee, shareholders will have to rely on our directors, none of whom is not independent, to perform these functions.

We do not have an audit or compensation committee comprised of an independent director. Indeed, we do not have any audit or compensation committee. The Board of Directors performs these functions as a whole. No members of the Board of Directors are an independent director. Thus, there is a potential conflict in that board members who are also part of management will participate in discussions concerning management compensation and audit issues that may affect management decisions.

Because we lack certain internal controls over financial reporting in that we do not have an audit committee and our Board of Directors has no technical knowledge of U.S. GAAP and internal control of financial reporting and relies upon the Company’s financial personnel to advise the Board on such matters, we are subject to increased risk related to financial statement disclosures.

We lack certain internal controls over financial reporting in that we do not have an audit committee and our Board of Directors has no technical knowledge of U.S. GAAP and internal control of financial reporting and relies upon the Company’s financial personnel to advise the Board on such matters. Accordingly, we are subject to increased risk related to financial statement disclosures. 

The preparation of our consolidated financial statements involves the use of estimates, judgments and assumptions, and our consolidated financial statements may be materially affected if such estimates, judgments or assumptions prove to be inaccurate.

Financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) typically require the use of estimates, judgments and assumptions that affect the reported amounts. Often, different estimates, judgments and assumptions could reasonably be used that would have a material effect on such financial statements, and changes in these estimates, judgments and assumptions may occur from period to period over time. Significant areas of accounting requiring the application of management’s judgment include, but are not limited to, determining the fair value of assets and the timing and amount of cash flows from assets. These estimates, judgments and assumptions are inherently uncertain and, if our estimates were to prove to be wrong, we would face the risk that charges to income or other financial statement changes or adjustments would be required. Any such charges or changes could harm our business, including our financial condition and results of operations and the price of our securities. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for a discussion of the accounting estimates, judgments and assumptions that we believe are the most critical to an understanding of our consolidated financial statements and our business.

Future issuances of our Common Stock or securities convertible into our Common Stock, or the expiration of lock-up agreements that restrict the issuance of new Common Stock or the trading of outstanding stock, could cause the future market price of our Common Stock to decline and would result in the dilution of your shareholding.

Future issuances of our Common Stock or securities convertible into our Common Stock, and/or conversion of the Notes convertible into Common Stock, or the expiration of lock-up agreements that restrict the sale of Common Stock by selling shareholders, or the trading of outstanding stock, could cause the future market price of our Common Stock to decline. We cannot predict the effect, if any, of the exercise of conversion of the Notes into Common Stock or other future issuances of our Common Stock or securities convertible into our Common Stock, or the future expirations of lock-up agreements, on the price of our Common Stock. In all events, future issuances of our Common Stock would result in the dilution of your shareholding. In addition, the perception that locked-up parties will sell their securities when the lock-ups expire, could adversely affect the market price of our Common Stock.

Our management has broad discretion as to the use of certain of the net proceeds from this Offering.

We intend to use up to $820,000 of the net proceeds from this Offering (if we sell all of the shares being offered) for working capital and other general corporate purposes. However, we cannot specify with certainty the particular uses of such proceeds. Our management will have broad discretion in the application of the net proceeds designated for use as working capital or for other general corporate purposes. Accordingly, you will have to rely upon the judgment of our management with respect to the use of these proceeds. Our management may spend a portion or all of the net proceeds from this Offering in ways that holders of our Preferred and Common Stock may not desire or that may not yield a significant return or any return at all. The failure by our management to apply these funds effectively could harm our business. Pending their use, we may also invest the net proceeds from this Offering in a manner that does not produce income or that loses value. Please see “Use of Proceeds” below for more information.

We may issue additional series of Preferred Stock whose terms could adversely affect the voting power or value of our Common Stock.

Our certificate of incorporation authorizes us to issue, without the approval of our stockholders, one or more classes or series of preferred stock having such designations, preferences, limitations and relative rights, including preferences over our common stock respecting dividends and distributions, as our board of directors may determine. The terms of one or more classes or series of preferred stock could adversely impact the voting power or value of our common stock. For example, we might grant holders of preferred stock the right to elect some number of our directors in all events or on the happening of specified events or the right to veto specified transactions. Similarly, the repurchase or redemption rights or liquidation preferences we might assign to holders of preferred stock could affect the residual value of the common stock.

By purchasing shares in this offering, an investor agrees to waive certain inspection rights set forth in Section 220 of the General Corporation Law of Delaware, which limits such investor’s ability to obtain certain corporate information from us.

Section 220 of the General Corporation Law of Delaware allows a stockholder of a company to inspect for any proper purpose, a company’s stock ledger, list of stockholders, and other books and records and the books and records of a company’s subsidiary in certain circumstances. By purchasing shares in this offering, investors agree to waive the inspection rights set forth in Section 220 of the General Corporation Law of Delaware. Despite our obligation to publicly file certain reports under Regulation A, such waiver will limit an investor’s ability to obtain information from us for certain proper purposes under the General Corporation Law of Delaware, which may prevent or delay an investor from evaluating our business or such investor’s investment in our securities.

Because our Series A Preferred Stockholders currently and for the foreseeable future will continue to control RidePair, it is not likely that you will be able to elect directors or have any say in the policies of the Company

Our shareholders are not entitled to cumulative voting rights. Consequently, the election of directors and all other matters requiring shareholder approval will be decided by majority vote. The holders of the Company’s Series A Preferred Stock beneficially own approximately 90% of our outstanding common stock either through direct ownership or through another class of capital stock that may be convertible into shares of our common stock. Due to such significant ownership position, new investors may not be able to effect a change in our business or management, and therefore, shareholders would have no recourse as a result of decisions made by management. Our President, Deborah Kenney, owns 1,500,000 shares of Series A Preferred Stock convertible into 15,000,000 shares of Common Stock.

Cautionary Note

We have sought to identify what we believe to be the most significant risks to our business, but we cannot predict whether, or to what extent, any of such risks may be realized nor can we guarantee that we have identified all possible risks that might arise. Investors should carefully consider all of such risk factors before making an investment decision with respect to our Series B Preferred Stock or Common Stock.

Cautionary Statement Regarding Forward-Looking Statements

This Offering Circular contains various “forward-looking statements.” You can identify forward-looking statements by the use of forward-looking terminology such as “believes,” “expects,” “may,” “will,” “would,” “could,” “should,” “seeks,” “approximately,” “intends,” “plans,” “projects,” “estimates” or “anticipates” or the negative of these words and phrases or similar words or phrases. You can also identify forward-looking statements by discussions of strategy, plans or intentions. These statements may be impacted by a number of risks and uncertainties.

The forward-looking statements are based on our beliefs, assumptions and expectations of our future performance taking into account all information currently available to us. These beliefs, assumptions and expectations are subject to risks and uncertainties and can change as a result of many possible events or factors, not all of which are known to us. If a change occurs, our business, financial condition, liquidity and results of operations may vary materially from those expressed in our forward-looking statements. You should carefully consider these risks before you make an investment decision with respect to our Securities. For a further discussion of these and other factors that could impact our future results, performance or transactions, see the section entitled “Risk Factors.”

USE OF PROCEEDS

If we sell all of the shares being offered, our net proceeds (after our estimated offering expenses of $2,000,000) will be $18,000,000. We will use these net proceeds for:

The precise amounts that we will devote to each of the foregoing items, and the timing of expenditures, will vary depending on numerous factors.

As indicated in the table above, if we sell only 25%, 50% or 75% of the shares offered for sale in this Offering, we would expect to use the resulting net proceeds for the same purposes as we would use the net proceeds from a sale of 100% of the shares, and in approximately the same proportions, until such time as such use of proceeds would leave us without working capital reserve. At that point we would expect to modify our use of proceeds by limiting our expansion, leaving us with the working capital reserve indicated.

The expected use of net proceeds from this Offering represents our intentions based upon our current plans and business conditions, which could change in the future as our plans and business conditions evolve and change. The amounts and timing of our actual expenditures, specifically with respect to working capital, may vary significantly depending on numerous factors. The precise amounts that we will devote to each of the foregoing items, and the timing of expenditures, will vary depending on numerous factors. As a result, our management will retain broad discretion over the allocation of the net proceeds from this Offering.

In the event we do not sell all of the shares being offered, we may seek additional financing from other sources in order to support the intended use of proceeds indicated above. If we secure additional equity funding, investors in this Offering would be diluted. In all events, there can be no assurance that additional financing would be available to us when wanted or needed and, if available, on terms acceptable to us.

DILUTION

If you purchase shares in this Offering, your ownership interest in our Common Stock, upon conversion of the Series B 10% Convertible Preferred Stock (“Series B Preferred Stock”) into shares of the Company’s Common Stock, will be diluted immediately, to the extent of the difference between the price to the public charged for each share in this Offering and the net tangible book value per share of our Common Stock after this Offering.

Our historical net tangible book value as of September 30, 2024 was ($2,666,947) or ($0.41) per then-outstanding shares of our Common Stock. Historical net tangible book value per share equals the amount of our total tangible assets less total liabilities, divided by the total number of shares of our Common Stock outstanding, all as of the date specified.

The following table illustrates the per share dilution to new investors discussed above, assuming the sale of, respectively, 100%, 50% and 25% of the shares offered for sale in this Offering (after deducting estimated offering expenses of $2,000,000, $1,000,000 and $500,000, respectively):

This second table calculates dilution based on our historical net tangible book value as of September 30, 2024 of ($2,666,947) or ($0.07) per then-outstanding shares of our Common Stock and Series A Preferred Stock assuming conversion of all Preferred Stock to Common Stock. Historical net tangible book value per share equals the amount of our total tangible assets less total liabilities, divided by the total number of shares of our Common Stock outstanding, assuming the conversion of all Series A Preferred Stock, all as of the date specified.

The following table illustrates the per share dilution to new investors discussed above, assuming the sale of, respectively, 100%, 50% and 25% of the shares offered for sale in this Offering (after deducting estimated offering expenses of $2,000,000, $1,000,000 and $500,000, respectively):

Future Dilution

Dilution may also result from future actions by our Company, and specifically from any increase in the number of shares of the Company’s capital stock outstanding resulting from a stock offering (such as a public offering, a crowdfunding round, a venture capital round or an angel investment), employees exercising stock options, or conversion of certain instruments (such as convertible bonds, preferred shares or warrants) into stock.

If we decide to issue more shares, an investor could experience value dilution, with each share being worth less than before, and control dilution, with the total percentage an investor owns being less than before. There may also be earnings dilution, with a reduction in the amount earned per share (though this typically occurs only if we offer dividends, and most early-stage companies are unlikely to offer dividends, preferring to invest any earnings into the Company).

Dilution might also happen upon conversion of any convertible notes into shares of Common Stock the Company may issue in the future. Typically, the terms of convertible notes issued by early-stage companies provide that in the event of another round of financing, the holders of the convertible notes get to convert their notes into equity at a “discount” to the price paid by the new investors, i.e., they get more shares than the new investors would for the same price. Additionally, convertible notes may have a “price cap” on the conversion price, which effectively acts as a share price ceiling. Either way, the holders of the convertible notes get more shares for their money than new investors. In the event that the financing is a “down round” the holders of the convertible notes will dilute existing equity holders, and even more than the new investors do, because they get more shares for their money. Investors should pay careful attention to the amount of convertible notes that the company has issued (and may issue in the future), and the terms of those notes.

If you are making an investment expecting to own a certain percentage of our Company or expecting each share to hold a certain amount of value, it’s important to realize how the value of those shares can decrease by actions taken by us. Dilution can make drastic changes to the value of each share, ownership percentage, voting control, and earnings per share.

Series A Preferred Stock Percentage Ownership Including All Shares Issued and Outstanding

Series B Preferred Stock Percentage Ownership Including All Shares Issued and Outstanding

Common Stock Percentage Ownership Including All Shares Issued and Outstanding

DISTRIBUTION

This Offering Circular is part of an Offering Statement that we filed with the SEC, using a continuous offering process. Periodically, as we have material developments, we will provide an Offering Circular supplement that may add, update or change information contained in this Offering Circular. Any statement that we make in this Offering Circular will be modified or superseded by any inconsistent statement made by us in a subsequent Offering Circular supplement. The Offering Statement we filed with the SEC includes exhibits that provide more detailed descriptions of the matters discussed in this Offering Circular. You should read this Offering Circular and the related exhibits filed with the SEC and any Offering Circular supplement, together with additional information contained in our annual reports, semi-annual reports and other reports and information statements that we will file periodically with the SEC. See the section entitled “Additional Information” below for more details.

Exchange Listing

As of the date of this prospectus, there is no trading market in our Preferred Stock or Common Stock, and we cannot assure you that a trading market will develop. Neither our Preferred Stock, nor our Common Stock, are currently listed on any national securities exchange, the NASDAQ stock market, or the OTC Markets. There is no guarantee that our securities will ever trade on any national securities exchange, the NASDAQ stock market, or the OTC Markets . As of the date of this Offering Circular, we have not applied to have our securities listed or quoted on any national securities exchange or interdealer quotation system.

Pricing of the Offering

Prior to the Offering, there has been no public market for the Offered Shares. The initial public offering price was determined by us. The principal factors considered in determining the initial public offering price include:

Offering Period and Expiration Date

This Offering will start on or after the Qualification Date and will terminate on the earlier of (a) twelve (12) months from the date this Offering Circular is qualified for sale by the Securities Exchange Commission (“SEC”) (which date may be extended for an additional 90 days in our sole discretion); (b) the date when all Shares have been sold; or (c) the date on which this offering is earlier terminated by us, in our sole discretion.

The Company may extend the Offering for an additional time period unless the Offering is completed or otherwise terminated by us, or unless we are required to terminate by application of Regulation A of the JOBS Act. Funds received from investors will be counted towards the Offering only if the form of payment, such as a check or wire transfer, clears the banking system and represents immediately available funds held by us prior to the termination of the subscription period, or prior to the termination of the extended subscription period if extended by the Company.

Broker Dealers

The Company will not initially sell the Shares through commissioned broker-dealers, but may do so after the commencement of the offering. Any such arrangement will add to our expenses in connection with the offering. If we engage one or more commissioned sales agents or underwriters, we will supplement this Form 1-A to describe the arrangement.

Subscription Procedures

If you decide to subscribe for our Shares in this Offering, you should review your subscription agreement. Completed and signed subscription documents shall be either mailed directly to the Company at RidePair Inc., 2716 Ocean Park Blvd, Suite 1011, Santa Monica, CA 90405 or sent via electronic correspondence to investor@ridepair.io.

You shall deliver funds by either check, ACH deposit or wire transfer, pursuant to the instructions set forth in the subscription agreement. Upon confirmation that a subscriber’s funds have cleared, the Offered Shares will be sent to the subscriber within 48 hours.

Any potential investor will have ample time to review the subscription agreement, along with their counsel, prior to making any final investment decision. We shall only deliver such subscription agreement upon request after a potential investor has had ample opportunity to review this Offering Circular.

Acceptance of Subscriptions

Upon our receipt of a subscription agreement and payment, we will countersign the subscription agreement and issue the Shares subscribed at closing. Once you submit the subscription agreement, you may not revoke or change your subscription or request your subscription funds. All accepted subscription agreements are irrevocable.

Under Rule 251 of Regulation A, non-accredited, non-natural investors are subject to the investment limitation and may only invest funds which do not exceed ten percent (10%) of the greater of the purchaser’s revenue or net assets (as of the purchaser’s most recent fiscal year end). A non-accredited, natural person may only invest funds which do not exceed ten percent (10%) of the greater of the purchaser’s annual income or net worth (please see below on how to calculate your net worth).

NOTE: For the purposes of calculating your net worth, it is defined as the difference between total assets and total liabilities. This calculation must exclude the value of your primary residence and may exclude any indebtedness secured by your primary residence (up to an amount equal to the value of your primary residence). In the case of fiduciary accounts, net worth and/or income suitability requirements may be satisfied by the beneficiary of the account or by the fiduciary if the fiduciary directly or indirectly provides funds for the purchase of the Offered Shares.

In order to purchase our Shares and prior to the acceptance of any funds from an investor, an investor will be required to represent, to the Company’s satisfaction, that he is either an accredited investor or is in compliance with the ten percent (10%) of net worth or annual income limitation on investment in this Offering.

Investor Suitability Standards

As a Tier 1 Regulation A offering, investors must comply with the 10% limitation to investment in the offering, as prescribed in Rule 251. Under Rule 251 of Regulation A, non-accredited, non-natural investors are subject to the investment limitation and may only invest funds which do not exceed 10% of the greater of the purchaser’s revenue or net assets (as of the purchaser’s most recent fiscal year end). A non-accredited, natural person may only invest funds which do not exceed 10% of the greater of the purchaser’s annual income or net worth (please see below on how to calculate your net worth).

NOTE: For the purposes of calculating your net worth, Net Worth is defined as the difference between total assets and total liabilities. This calculation must exclude the value of your primary residence and may exclude any indebtedness secured by your primary residence (up to an amount equal to the value of your primary residence). In the case of fiduciary accounts, net worth and/or income suitability requirements may be satisfied by the beneficiary of the account or by the fiduciary, if the donor or grantor is the fiduciary and the fiduciary directly or indirectly provides funds for the purchase of the Shares.

The only investor in this offering exempt from this limitation is an accredited investor, an “Accredited Investor,” as defined under Rule 501 of Regulation D. If you meet one of the following tests you qualify as an Accredited Investor:

(i) You are a natural person who has had individual income in excess of $200,000 in each of the two most recent years, or joint income with your spouse in excess of $300,000 in each of these years, and have a reasonable expectation of reaching the same income level in the current year;

(ii) You are a natural person and your individual net worth, or joint net worth with your spouse, exceeds $1,000,000 at the time you purchase the Shares (please see below on how to calculate your net worth);

(iii) You are an executive officer or general partner of the issuer or a management team or executive officer of the general partner of the issuer;

(iv) You are an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, the Code, a corporation, a Massachusetts or similar business trust or a partnership, not formed for the specific purpose of acquiring the Shares, with total assets in excess of $5,000,000;

(v) You are a bank or a savings and loan association or other institution as defined in the Securities Act, a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended, the Exchange Act, an insurance company as defined by the Securities Act, an investment company registered under the Investment Company Act of 1940, as amended, the Investment Company Act, or a business development company as defined in that act, any Small Business Investment Company licensed by the Small Business Investment Act of 1958 or a private business development company as defined in the Investment Advisers Act of 1940;

(vi) You are an entity (including an Individual Retirement Account trust) in which each equity owner is an accredited investor;

(vii) You are a trust with total assets in excess of $5,000,000, your purchase of the Shares is directed by a person who either alone or with his purchaser representative(s) (as defined in Regulation D promulgated under the Securities Act) has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the prospective investment, and you were not formed for the specific purpose of investing in the Shares; or

(viii) You are a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has assets in excess of $5,000,000.

No Selling Security holders

There are no selling security holders in this Offering.

Provisions of Note in Our Subscription Agreement

Inspection Rights

The subscription agreement provides a waiver for inspection rights granted under Delaware law. Delaware law specifies that stockholders have the right to inspect and to make copies and extracts from, our stock ledger, a list of our stockholders, and our other books and records, and the books and records of our subsidiaries, if any. Delaware law specifies the circumstances and manner that these rights can be exercised, including requiring that the stockholder must provide under oath a proper purpose for the exercise of these rights. 

Blue Sky Law Considerations

The holders of our shares of Series B 10% Convertible Stock should be aware that there may be significant state law restrictions upon the ability of investors to resell our securities. Accordingly, investors should consider any secondary market for the Company's securities to be a limited one.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of our operations together with our consolidated financial statements and the notes thereto appearing elsewhere in this Offering Circular. This discussion contains forward-looking statements reflecting our current expectations, whose actual outcomes involve risks and uncertainties. Actual results and the timing of events may differ materially from those stated in or implied by these forward-looking statements due to a number of factors, including those discussed in the sections entitled “Risk Factors”, “Cautionary Statement Regarding Forward-Looking Statements” and elsewhere in this Offering Circular. Please see the notes to our Financial Statements for information about our Critical Accounting Policies and Recently Issued Accounting Pronouncements.

Overview

Ridepair Inc. (hereinafter “RidePair”, the “Company”, “Our”, “We”, or “Us”) was incorporated under the laws of the State of Delaware on November 20, 2018 under the name of Bit Forge L.A. Inc. On August 20, 2020, the Company filed an Amended and Restated Certificate of Incorporation changing the name of the corporation to RidePair Inc. Our principal executive office is located at 2716 Ocean Park Blvd, Suite 1011, Santa Monica, CA 90405 and our telephone number is (818) 770-5933. Our website address is www.ridepair.io. The information contained on, or that can be accessed through, our website is not a part of this Registration Statement. We have included our website address in this Registration Statement solely as an inactive textual reference.

RidePair is a software company that has developed an app for coordinating, enabling and verifying ride sharing. This is not ride sharing such as Uber where the driver is essentially offering a taxi service, but true ride sharing in which everyone in the car is sharing the ride to go to a similar place – e.g. co-commuting to work with colleagues. Unlike taxi-like services which increase the number of cars on the road, true ride sharing has been shown to be one of the most effective means of reducing cars on the roads and thus reducing traffic, emissions and even reducing roadway maintenance.  The issue has been verifying the ride sharing or co-commuting is actually occurring, which issue is solved by the Ridepair app.

The app is currently in beta testing and is expected to be fully operational in the second calendar quarter of 2025. 

Validating Users

RidePair employs a multi-step process to validate its ride-sharers/co-commuters. The first step takes place when a user initially downloads the RidePair App and registers which includes individual verification, and proof of vehicle ownership by uploading a photo of the car’s registration or insurance. Only registered users will receive payments from RidePair.

Prior to a ridesharing event, the driver and the rider(s) must provide the required information on the app, including pickup location, destination, and the names of all users that will be sharing the ride. RidePair can also match drivers with riders: a user can put in an originating and terminating location, estimated time of travel, and whether they are a driver or passenger, and the app will find people to share the ride. Users have the ability to establish preferences for those with whom they will share rides (e.g., a user can specify that they only want people of the same gender). This is not done last minute but days if not weeks ahead of time.

The final validation takes place at the time of the rideshare, when all occupants get in the vehicle, log in to the app and indicate that the rideshare has begun. Using geolocation on the phones, RidePair guarantees that all of the users are at the pick-up location, are moving together in the same car and that they arrive at the final destination together. Upon arrival, the app notifies the driver and riders that they have arrived at their destination and will be credited with the appropriate miles.

Plan of Operation for the Next Twelve Months

The Company believes that the proceeds of this Offering will satisfy its cash requirements for the next twelve months. To complete the Company’s entire development plan, it may have to raise additional funds in the next twelve months.

The Company may make significant changes in the number of employees at the corporate level, as well as expanding the services of third-party contract labor for product marketing and software development.

Investments. The Company intends to make substantial investments in the marketing and advertising of its app to potential end-users to increase its subscriber base. It will also continue to invest in upgrading and enhancing its software.

Marketing and sales. We anticipate that our sales will occur with new users on its app and grow proportionately to the growth of its user base. The Company plans to utilize many forms of advertising and marketing to attract new users. This will include everything from billboard advertising to online banner ads. The Company also intends to work directly with corporations to have them encourage their employees to co-commute – turning a cost into a revenue center for their employees. In California, corporations with more than fifty employees are required to have a plan for reducing emissions and during poor air quality days are required to report to the State results of their programs. RidePair has the ability to provide these corporations with a tangible and reportable air quality improvement method. In addition, as many corporations are trying to encourage their employees to come back to the office, RidePair believes that this app in which the employees are being paid to commute could be a useful tool.

Cost of revenue. The Company expects that the cost of revenue for its operations will consist primarily of expenses associated with payments to the users for ridesharing and co-commuting. The model calls for the Company to retain half of the money it receives from advertisers or other potential sources of payments such as government incentives and payout the other half to the drivers and riders of the co-commuters.

Research and development. Research and Development will primarily consist of software development costs spent to maintain, upgrade and improve the app. RidePair is planning on using approximately $1 million from the proceeds of this offering towards this research and development.

General and administrative. The majority of our general and administrative expenses will consist of salaries, benefits, and share-based compensation for certain of our executives as well as our legal, finance, human resources, corporate communications and policy employees, and other administrative employees. In addition, general and administrative expenses include professional and legal services. The Company expects to incur substantial expenses in marketing the current Offering, in closing sales, and in promoting and managing its operations. Further, the company expects to incur significant general and administrative expenses in the following areas:

RESULTS OF OPERATIONS

Year ended September 30, 2024 compared to the year ended September 30, 2023

The following table sets forth information comparing the components of net (loss) for the years ended September 30, 2024 and 2023:

During the year ended September 30, 2024, revenues were $– compared to revenues of $- during the year ended September 30, 2023.

Cost of sales were $– and $– for the years ended September 30, 2024 and 2023.

Gross profits were $– and $– during the years ended September 30, 2024 and 2023.

Operating expenses were $813,610 for the year ended September 30, 2024 compared to $1,102,844 for the year ended September 30, 2023. The decrease in operating expenses for the year ended September 30, 2024 is largely attributable to a decrease in professional fees.

Loss from operations was ($813,610) for the year ended September 30, 2024 compared to ($1,102,844) for the year ended September 30, 2023.

Other (expenses) was ($118,310) for the year ended September 30, 2024 compared to ($34,437) for the year ended September 30, 2023, a decrease of $83,873 or 243.55%. Other expenses are largely attributable to our interest expense.

Net loss for the year ended September 30, 2024 was ($931,920) compared to ($1,137,281) for the year ended September 30, 2024, a decrease of $205,261 or 18.06%. The decrease in net loss is largely attributable to a decrease in professional fees.

LIQUIDITY AND CAPITAL RESOURCES

The following table summarizes the cash flows for the years ended September 30, 2024 and 2023:

During the year ended September 30, 2024 net cash provided by operating activities was $55,840 compared to $167,958 of net cash provided by operating activities for the year ended September 30, 2023. This decrease for the year ended September 30, 2024 is largely attributable to a decrease in related party loan and accounts payable and accrued liabilities.

During the year ended September 30, 2024, we used ($544,000) net cash from investing activities compared to ($10,000) for the year ended September 30, 2023.

During the year ended September 30, 2024, the Company had $194,000 net cash provided by financing activities compared to $110,100 for the year ended September 30, 2023. The increase in cash provided from financing activities is largely attributable to the proceeds from the exercise of warrants.

At September 30, 2024, we had current assets of $27,952, current liabilities of $734,854, working capital deficit of $706,902 and an accumulated deficit of $3,509,252.

At September 30, 2023, we had current assets of $322,112, current liabilities of $605,167, working capital deficit of $283,055 and an accumulated deficit of $2,577,332.

We presently have limited and expensive available credit, and do not have bank financing or other external sources of liquidity. We will need to obtain additional capital in order to expand operations and become profitable. In order to obtain capital, we may need to sell additional shares of our common stock or borrow funds from private lenders. There can be no assurance that we will be successful in obtaining additional funding. We will still need additional capital in order to continue operations until we are able to achieve positive operating cash flow. Additional capital is being sought, but we cannot guarantee that we will be able to obtain such investments. Financing transactions may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms. However, even if we are able to raise the funds required, it is possible that we could incur unexpected costs and expenses, fail to collect significant amounts owed to us, or experience unexpected cash requirements that would force us to seek alternative financing. Furthermore, if we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our common stock. If additional financing is not available or is not available on acceptable terms, we will have to curtail our operations.

OFF-BALANCE SHEET ARRANGEMENTS

We do not have any off-balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, revenues, results of operations, liquidity, or capital expenditures.

Recent Financing Transactions

Master Revolving Note

On October 11, 2021, the Company entered into a Master Revolving Note (the “Note”) with Ridepair Programming, LLC (the “Holder”). Under the terms of the Note, the Holder may advance to the Company the sum of up to One Million Five Hundred Thousand Dollars ($1,500,000). Interest shall not be payable on the unpaid principal balance until maturity, whether by acceleration or otherwise or upon the occurrence of an Event of Default, as later defined, at a per annum rate equal to Ten Percent (10.0%), and after that at a rate equal to the Default Rate of Fifteen Percent (15%). The Note is secured by three million (3,000,000) shares of the Company’s Common Stock. As of the date of this filing, the Holder has advanced a total of $1,029,004 to the Company. The total due to the Holder as of September 30, 2024 is $1,206,469, which includes $108,486 interest.

Quantitative and Qualitative Disclosures about Market Risk

In the ordinary course of our business, we are not exposed to market risk of the sort that may arise from changes in interest rates or foreign currency exchange rates, or that may otherwise arise from transactions in derivatives.

The preparation of financial statements in conformity with GAAP requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company’s significant estimates and assumptions include the fair value of the Company’s common stock, stock-based compensation, the recoverability and useful lives of long-lived assets, and the valuation allowance relating to the Company’s deferred tax assets.

Contingencies

Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company’s management, in consultation with its legal counsel as appropriate, assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company, in consultation with legal counsel, evaluates the perceived merits of any legal proceedings or unasserted claims, as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates a potentially material loss contingency is not probable, but is reasonably possible, or is probable, but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.

BUSINESS

Ridepair Inc. (hereinafter “RidePair”, the “Company”, “Our”, “We”, or “Us”) was incorporated under the laws of the State of Delaware on November 20, 2018 under the name of Bit Forge L.A. Inc. On August 20, 2020, the Company filed an Amended and Restated Certificate of Incorporation changing the name of the corporation to RidePair Inc. Our principal executive office is located at 2716 Ocean Park Blvd, Suite 1011, Santa Monica, CA 90405 and our telephone number is (818) 770-5933. Our website address is www.ridepair.io. The information contained on, or that can be accessed through, our website is not a part of this Registration Statement. We have included our website address in this Registration Statement solely as an inactive textual reference.

RidePair is a software company that has developed an app for coordinating, enabling and verifying ride sharing. This is not ride sharing such as Uber where the driver is essentially offering a taxi service, but true ride sharing in which everyone in the car is sharing the ride to go to a similar place – e.g. co-commuting to work with colleagues. Unlike taxi-like services which increase the number of cars on the road, true ride sharing has been shown to be one of the most effective means of reducing cars on the roads and thus reducing traffic, emissions and even reducing roadway maintenance.  The issue has been verifying the ride sharing or co-commuting is actually occurring, which issue is solved by the Ridepair app.

Business Plan

RidePair is the perfect solution for a multitude of simple, yet complex problems while commuting. Five years ago, the Company was founded on the idea of making the community an active part to help solve problems with traffic, excessive greenhouse gas emissions, and overall well-being of a community by reconnecting individuals within the community. RidePair developed an AI powered ride sharing system, unlike the options that are currently offered mainly because current “ride share” options such as Uber and Lyft exacerbate the problems by adding more vehicles to the roads and increasing the amount of greenhouse gas emissions. RidePair reimagined the traditional carpool idea and brought it into the 21st century with the technology that is available presently, creating a true RideShare and co-commuting service not a taxi service like the other “ride sharing” companies are operating. We believe utilizing AI to gather human data on commuting and social behavior will lead to very positive benefits within our communities. Most importantly, RidePair is determined to modify commuting behavior by providing financial incentives to the commuter.

RidePair is in discussions with advertisers in which commuters will be paid to take a small detour – for example to drive by a new restaurant opening or receiving advertisements at the freeway exits from local retailers interested in marketing to drive by traffic. These detours would increase the payments to the occupants. The discussion with the advertisers has centered around paying the car approximately $20 per detour and making sure that the detours do not add more than 5 minutes to the commute time. There is no formal agreement with any advertisers as of yet, but RidePair believes that they will be able to finalize at least one such agreement by the middle of 2025. Although no formal studies have been performed, both RidePair and the advertisers in which it has talked with believe that there are certain riders that would be willing to take a small detour of less than 5 minutes to earn additional money.

The average commuter travels approximately 40 miles per day to and from the office.  There are also a number of commuters who travel in excess of 100 miles per day as a commute. With the addition of one detour each way ($20 per detour for the car that will also be split between the occupants – assuming two occupants, the driver would get approximately $13.40 per detour and the passenger would receive the remaining $6.60).

In addition, by reducing cars on the roads, States and Municipalities greatly benefit as less cars on the road reduces traffic, air pollution and road maintenance.  

RidePair believes that this program is expandable from its initial rollout in California to most of the world's metropolitan areas as all of these municipalities are looking for ways to verifiably get cars off the road. RideShare believes that providing a platform where commuters can be paid to commute with others is the only way to actually guarantee that cars get off the roads.

Validating Users

RidePair employs a multi-step process to validate its ride-sharers/co-commuters. The first step takes place when a user initially downloads the RidePair App and registers which includes individual verification, and proof of vehicle ownership by uploading a photo of the car’s registration or insurance. Only registered users will receive payments from RidePair.

Prior to a ridesharing event, the driver and the rider(s) must provide the required information on the app, including pickup location, destination, and the names of all users that will be sharing the ride. RidePair can also match drivers with riders: a user can put in an originating and terminating location, estimated time of travel, and whether they are a driver or passenger, and the app will find people to share the ride. Users have the ability to establish preferences for those with whom they will share rides (e.g., a user can specify that they only want people of the same gender). This is not done last minute but days if not weeks ahead of time.

The final validation takes place at the time of the rideshare, when all occupants get in the vehicle, log in to the app and indicate that the rideshare has begun. Using geolocation on the phones, RidePair guarantees that all of the users are at the pick-up location, are moving together in the same car and that they arrive at the final destination together. Upon arrival, the app notifies the driver and riders that they have arrived at their destination and will be credited with the appropriate miles.

Competition

RidePair is not aware of any direct competition. There does not appear to be software applications for co-commuting in which the driver and passenger(s) are paid to commute – true ride sharing.

Companies such as Uber and Lyft have co-opted the term “ride share” but unlike RidePair, the ride share companies are essentially on-demand taxi services. The person taking the ride is paying for the ride and from a municipality point of view, these entities are putting more cars on the road as opposed to taking them off the road as RidePair does.

The other competition to RidePair is various efforts by municipalities to encourage co-commuting, car pooling and the use of public transportation. These programs include Park and Ride lots, and bulletin boards where people can be matched for carpooling. None of these programs pay both the driver and all riders in the car for co-commuting and getting the car off of the road.

Our potential competitors may have greater resources, better access to capital, longer histories, more intellectual property and lower cost operations.

They may secure better terms during the investment negotiation process, make strategic decisions more quickly than us and devote more capital to better performing investments than we do.

Our competitors may also enter into business combinations or alliances that strengthen their competitive positions.

Market opportunity

RidePair is pursuing an opportunity to launch its RidePair app that pays the users for co-commuting to work and leaving cars at home within Placer County California before rolling statewide in California and ultimately expanding to many other metropolitan areas. The initial market of Placer County and the expansion statewide is occurring in connection with anticipated grants from the California Air Resources Board. Ride Pair believes that many people will be interested in utilizing the app that will pay people to co-commute to work and that the end-user marketplace is nearly endless. As it secures the funding to make such payments, either through government entities that are trying to reduce the cars on the roads or through advertising, the Company believes that the market opportunity will grow dramatically.

Insufficient Capital

Currently, RidePair is confronted with the need to attract and retain a consistent investment source in order to grow our operations rapidly. RidePair is not funded properly, it will prevent us from rolling out our app to its initial markets in California and expand globally. Insufficient capital will also hinder the Company’s ability to market its app and directly affect new customer acquisition and thus profitability.

Seasonality

We do not expect any seasonality in our business.

Employees

As of April 22, 2025, we had three (3) full time employees including our Chief Executive Officer and eight (8) part time employees inclusive of the Company’s Chief Financial Officer, Chief Technology Officer and its Chief Marketing Officer. Our employees are not represented by a union. We consider relations with our employees to be positive and productive.

Legal Proceedings

We may from time to time be involved in various claims and legal proceedings of a nature we believe are normal and incidental to temporary employee staffing business. These matters may include product liability, intellectual property, employment, personal injury cause by our employees, and other general claims. We will accrue for contingent liabilities when it is probable that a liability has been incurred and the amount can be reasonably estimated. We are not presently a party to any legal proceedings that, in the opinion of our management, are likely to have a material adverse effect on our business. Regardless of outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.

Description of Property

Corporate Office

The Company’s office space is located at 2716 Ocean Park Blvd, Suite 1011, Santa Monica, CA 90405. On October 10, 2023, the Company entered into a new office location under a 1-year lease beginning November 1, 2023. This new location is 701 square feet and carries a base monthly rent of $2,453.50. The lease auto – renews every year.

Our main corporate mailing address is 2716 Ocean Park Blvd, Suite 1011, Santa Monica, CA 90405.

Intellectual Property

We believe that our intellectual property is essential to our business and affords us a competitive advantage in the markets in which we operate. Our intellectual property includes the content of our website, mobile applications, registered domain names, software code, firmware, hardware and hardware designs, registered and unregistered trademarks, trademark applications, copyrights, trade secrets, inventions (whether or not patentable), patents, and patent applications.

To protect our intellectual property, we rely on a combination of copyright, trademark, patent, and trade secret laws, contractual provisions, end-user policies, and disclosure restrictions. Upon discovery of potential infringement of our intellectual property, we assess and when necessary, take action to protect our rights as appropriate. We also enter into confidentiality agreements and invention assignment agreements with our employees and consultants and seek to control access to, and distribution of, our proprietary information in a commercially prudent manner.

MANAGEMENT

The following table sets forth information regarding our executive officers, directors and significant employees, including their ages as of January 3, 2025:

The principal occupations for each of our current executive officers and directors are as follows:

Deborah Kenney - Ms. Kenney is the Co-Founder, and visionary for the evolution of RidePair. She has been the full time Chief Executive Officer, President and Chairperson of RidePair since its founding in 2019. During Ms. Kenney's tenure at RidePair, a number of individuals have worked for the Company, primarily as outsourced programmers, working on the development of the app.  These developers were paid from proceeds of the Ridepair Programming, LLC loan. Ms. Kenney began her career in the financial industry at the age of 18, working in retail banking while attending California State University, Northridge. She became one of the youngest managers in the history of Cal Fed (acquired by Citibank). During that time, she developed close relationships with many of the banks’ high net worth clients and was promoted to Private Wealth Management. She moved to Vision Financial Markets, a clearing firm on the Chicago Board of Trade, where she received her Series 3 License and became a Commodity Broker and within a year was one of Vision’s top producers. In 2005, with the support of her clients, Ms. Kenney started her own financial advisory firm, Alpha Counsulting, LLC, where she has managed and raised tens of millions of dollars. In 2018, Ms. Kenney closed Alpha Consulting, LLC to start RidePair. Ms. Kenney was born and raised in Southern California and has been a lifelong commuter throughout all of California. She knows first-hand the problems of traffic congestion, parking, and the effects of emission on the local population. Her vision has led to countless advances in the technology developed at RidePair.

Marilu Brassington - Ms. Brassington has served as the part time Chief Financial Officer of RidePair Inc since October 2024. Prior to joining RidePair, she served as the Chief Financial Officer of other publicly traded companies. From 2023 through the present, she also serves as the Chief Financial Officer of Scepter Holdings, Inc. (otcpink:BRZL). In 2018, she started her own Financial Consulting Firm, Luceva, LLC, which as a single owner LLC where Ms. Brassington is the only employee. Ms. Brassington is employed for her various jobs including RidePair and Scepter through Luceva. From 2017 to 2022, she was the Chief Financial Officer of 12 ReTech, Inc. From 2013 through 2017, she served as Chief Financial Officer of Bitzio Inc. Prior to 2013, she served as the Chief Financial Officer of Givefun.com and consultant IAC. Ms. Brassington began her career as a Senior Financial Controller within the Investment Banking Group of Societe Generale and an audit supervisor at Deloitte & Touche. Ms. Brassington received a B.S. degree in accounting and finance in 2001 from the University of Miami and her Certified Public Accountant’s Exam in the same year.

Peter J. D’Arruda - Mr. D’Arruda has served as Chief Marketing Officer since 2021 and is a former two-time President of the IARFC (International Association of Registered Financial Consultants), an Investment Advisor, fiduciary, and has been in the financial arena for over 32 years. In 2008, he founded and still manages Capital Financial & Insurance, LLC to help his clients take the worry out of living in retirement. Known as “Coach Pete” to most of his clients and to the listeners of his radio show, he has developed a proprietary process that assists business owners become work optional. He has written or co-written 16 books to date. Two of his books have reached the best-sellers list on Amazon.  The most noteworthy book, Successonomics, is one that Coach Pete co-authored with Steve Forbes. His most recent book is “The Big Book on Retirement.” Coach Pete also owns and operates Broadcasting Experts, LLC, and his staff produces over 80 weekly radio shows and long form video & audio podcasts heard and seen nationwide. His national show, THE FINANCIAL SAFARI, can be heard at FinancialSafari.com. Pete has won 3 Emmys, 5 Quillys® and 10 Tellys, along with multiple EXPYS®. He is proud of each award. He is a graduate of The University of North Carolina. Mr. D’Arruda spends between 25% and 50% of his time on RidePair depending on the Company’s needs.

Randy Ullrich - Mr. Ullrich has served as Chief Technical Officer of RidePair since October 2023 and is also the founder and Chief Executive Officer of RapDevPro, Inc., which he began in 2009. He brings over 30 years of software, web-applications, and mobile-applications leadership to RidePair, with deep experience in agile methodologies and building and guiding lean, high-performance technology teams. Having worked in a variety of industries (including military, healthcare, automotive, financial services, and media & entertainment) at both early-stage and mature companies – including two successful M&A exits – Mr. Ullrich brings high-level management skills and a variety of experience to RidePair. Prior to RidePair, Mr. Ullrich held executive roles at San Diego software companies, including as C.T.O. of a data-sharing company, as well as the Chief Executive Officer of a 100-person boutique software consultancy (sold to NextLeft). Mr. Ullrich started his career as a software engineer, before moving on to a stint at Accenture in Silicon Valley after earning his M.B.A. Mr Ullrich spends approximately 20 hours per week supporting RidePair.

None of our executive officers and board directors has been involved in any of the following proceedings during the past ten (10) years:

1. any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

2. any conviction in a criminal proceeding or being subject to a pending criminal proceedings (excluding traffic violations and other minor offenses);

3. being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or

4. being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

Family Relationships

There are no family relationships between any of our officers and directors.

Involvement in Certain Legal Proceedings.

None of the following events have occurred during the past five years and which are material to an evaluation of the ability or integrity of any director or executive officer: (1) A petition under the federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing; or (2) Such person was convicted in a criminal proceeding (excluding traffic violations and other minor offenses).

Board Composition

Our Board of Directors currently consists of two members. Each director of the Company serves until the next annual meeting of stockholders and until his successor is elected and duly qualified, or until his earlier death, resignation or removal. Our board is authorized to appoint persons to the offices of Chairman of the Board of Directors, President, Chief Executive Officer, one or more vice presidents, a Treasurer or Chief Financial Officer and a Secretary and such other offices as may be determined by the board.

We have no formal policy regarding board diversity. In selecting board candidates, we seek individuals who will further the interests of our stockholders through an established record of professional accomplishment, the ability to contribute positively to our collaborative culture, knowledge of our business and understanding of our prospective markets.

Board Leadership Structure and Risk Oversight

The Board of Directors oversees our business and considers the risks associated with our business strategy and decisions. The board currently implements its risk oversight function as a whole. Each of the board committees, when and if established, will also provide risk oversight in respect of its areas of concentration and reports material risks to the board for further consideration.

Code of Business Conduct and Ethics

The Company has adopted a written code of business conduct and ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer or controller, or persons performing similar functions. The code of business conduct and ethics is posted on our website at: https://ridepair.io.

EXECUTIVE COMPENSATION

The following table sets forth the cash compensation (including cash bonuses) paid or accrued, and equity awards granted, by RidePair for the years ended September 30, 2024 and 2023, to our Chief Executive Officer, Chief Financial Officer, Chief Marketing Officer and Chief Technical Officer.

Notes:

Director’s Compensation

RidePair has not paid and does not presently propose to pay cash compensation to any director for acting in such capacity. No restricted shares were awarded for services during the years ended September 30, 2024 and 2023.

Employment Agreements

Deborah Kenney Employment Agreement

On October 1, 2022, the Board and Ms. Kenney entered into an employment agreement (the “Agreement”) for a one-year term, subject to one-year renewals. Pursuant to the Agreement, Ms. Kenney receives an initial base salary of $360,000 per year, subject to an increase. Ms. Kenney is eligible to participate in our performance-based cash incentive bonus program. Ms. Kenney is eligible to receive a bonus of two percent (2%) of all financings and sales contracts introduced to the Company by Executive, not to exceed $10,000,000 during the life of the contract. Bonuses will be determined and paid within thirty days of each calendar year during the Term.

In addition, the Agreement provides for certain payments and benefits in the event of a termination of Ms. Kenney’s employment under specific circumstances. If, during the term of the Agreement, her employment is terminated by us other than for “cause,” or she resigns for “good reason,” she would be entitled to continuation of her base salary at the rate in effect immediately prior to the termination date for the greater of (x) the time remaining in the current term (i.e. the initial term or a subsequent term) or (y) 60 days following the termination date (the “Severance Period”). The Company will continue to pay for Mr. Ms. Kenney’s health and dental coverage for the shorter of (x) the severance period or (y) the maximum period permissible under COBRA. In addition, she would receive 100% of the maximum amount of his annual bonus for the calendar year in which the termination occurs, paid generally at the same time as other executives receive their bonuses.

Under the Agreement, “Cause” means generally that Ms. Kenney (i) committed any act of fraud, embezzlement, or any other willful misconduct that is demonstrably and materially injurious to the Company, or (ii)  violated any material written Company policy or rules of the Company (provided such policies and rules must be commercially reasonable) and such violation is not cured by Executive within 30 days following written notice thereof to Executive, or (iii) refused to follow the reasonable written directions given by the Board or its designee or breached any material covenant or obligation under this Agreement or any other written agreement with the Company and such refusal or breach is not cured by Executive withing 30 days following written notice thereof to Executive.

“Good Reason” means generally the material breach by the Company of the Agreement; (a) any reduction in Executive’s Base Salary; (b) a material reduction in Executive’s authority, duties or responsibilities, including without limitation, removing Executive as Chief Financial Officer; (c) relocation by the Company of Executive’s work site to a facility or location more than 15 miles from the Executive’s current principal work site for the Company; (d) imposition of a requirement that Executive report to anyone other than a Company officer or employee rather than directly to the Board; or (e) a material breach by the Company of any of its obligations under this Agreement or any other written agreement or covenant with Executive.

Stock Option Plan and other Employee Benefits Plans

The Company does not maintain a Stock Option Plan or other Employee Benefit Plans.

Overview of Compensation Program

We currently do not maintain a Compensation Committee of the Board of Directors. Until a formal committee is established, our entire Board of Directors has responsibility for establishing, implementing and continually monitoring adherence with the Company’s compensation philosophy. The Board of Directors ensures that the total compensation paid to the executives is fair, reasonable, and competitive.

Role of Executive Officers in Compensation Decisions

The Board of Directors makes all compensation decisions for, and approves recommendations regarding equity awards to, the executive officers and directors of the Company.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Statement of Policy

We have adopted a related-party transactions policy under which our executive officers, directors, nominees for election as a director, beneficial owners of more than 5% of any class of our Common Stock, and any members of the immediate family of any of the foregoing persons are not permitted to enter into a related-party transaction with us without the consent of our audit committee. If the related party is, or is associated with, a member of our audit committee, the transaction must be reviewed and approved by another independent body of our Board of Directors, such as our governance committee. Any request for us to enter into a transaction with a related party in which the amount involved exceeds $120,000 and such party would have a direct or indirect interest must first be presented to our audit committee for review, consideration and approval. If advance approval of a related-party transaction was not feasible or was not obtained, the related-party transaction must be submitted to the audit committee as soon as reasonably practicable, at which time the audit committee shall consider whether to ratify and continue, amend and ratify, or terminate or rescind such related-party transaction. All of the transactions described above were reviewed and considered by, and were entered into with the approval of, or ratification by, our Board of Directors.

Transactions

On October 11, 2021, the Company entered into a Master Revolving Note (the “Note”) with Ridepair Programming, LLC (the “Holder”). Under the terms of the Note, the Holder may advance the Company the sum of up to One Million Five Hundred Thousand Dollars ($1,500,000). Interest shall not be payable on the unpaid principal balance until maturity, whether by acceleration or otherwise or upon the occurrence of an Event of Default, as later defined, at a per annum rate equal to Ten Percent (10.0%), and after that at a rate equal to the Default Rate of 15%. The Note is secured by three million (3,000,000) shares of the Company’s Common Stock. As of the date of this filing, the Holder has advanced a total of $1,029,004 to the Company. Peter D’Arruda, the Company’s Chief Marketing Officer, is the Manager of the Holder.

On October 01, 2024, Randy Ullrich, the Company’s Chief Technical Officer, was granted 2.5 million shares of common stock. The shares vest as 500,000 shares per year for 5 years with initial vesting on October 1, 2025.

PRINCIPAL STOCKHOLDERS

The following table sets forth the beneficial ownership of our Common Stock as of April 22, 2025 by:

We have determined beneficial ownership in accordance with the rules of the SEC. These rules generally provide that a person is the beneficial owner of securities if such person has or shares the power to vote or direct the voting of securities, or to dispose or direct the disposition of securities. A security holder is also deemed to be, as of any date, the beneficial owner of all securities that such security holder has the right to acquire within 60 days after such date through (i) the exercise of any option or warrant, (ii) the conversion of a security, (iii) the power to revoke a trust, discretionary account or similar arrangement, or (iv) the automatic termination of a trust, discretionary account or similar arrangement. Except as disclosed in the footnotes to this table and subject to applicable community property laws, we believe that each person identified in the table has sole voting and investment power over all of the shares shown opposite such person’s name.

Common Stock

Percentage ownership in the following table is based on 36,714,525 shares of Common Stock outstanding as of April 22, 2025.

Series A Preferred Stock

Percentage ownership in the following table is based on 3,000,000 shares of Series A Preferred Stock outstanding as of April 22, 2025.

SECURITIES OFFERED

This is the public offering of securities of RidePair Inc., a Delaware corporation. We are offering 20,000 shares of our Series B 10% Convertible Preferred Stock, par value $0.0001 (the “Series B Preferred Stock”), at an offering price of $1,000.00 per share (the “Offered Shares”) by the Company.

DESCRIPTION OF SECURITIES

Securities Being Offered

The following is a summary of the rights of our capital stock as provided in our articles of incorporation and bylaws. For more detailed information, please see our articles of incorporation and bylaws, which have been filed as exhibits to the Offering Statement of which this Offering Circular is a part.

General

Market capital structure:

Current Capitalization

Capitalization After the Offering

Capitalization After Conversions

Preferred stock

The Company is authorized to issue 10,000,000 shares of Preferred stock, par value $.0001.

Series A Preferred Stock

The Company has filed a Certificate of Designations with the Secretary of State of the State of Delaware. The series of preferred stock shall be designated as the Corporation’s Series A Convertible Preferred Stock (the “Series A Preferred Stock”) providing that the rights, preferences, privileges and restrictions granted to and imposed on the Preferred Stock of the Company are as follows:

(a) Designation, Amount and Par Value. This series of Preferred Stock shall be designated as "Series A Convertible Preferred Stock" and the number of shares of such series shall be 3,000,000 shares.

(b) Voting. Each Series A Convertible Preferred Share will entitle the holder thereof to twenty (20) votes on all matters submitted to a vote of the shareholders of the Corporation. Except as otherwise provided herein or in any other Certificate of Designation creating a series of Preferred Shares or by law, the holders of Series A Convertible Preferred Shares and the holders of Common Shares and any other capital shares of the Corporation having general voting rights shall vote together as one class on all matters submitted to a vote of the shareholders of the Corporation.

(c) Dividends. The holders of outstanding Series A Convertible Preferred Stock shall only be entitled to receive dividends upon declaration by the Board of Directors of a dividend payable on the Corporation's Common Stock whereupon the holders of the Series A Convertible Preferred Stock shall receive a dividend on the number of shares of Common Stock in to which each share of Series A Convertible Preferred Stock is convertible.

(d) Conversion. Subject to the provisions of this subdivision (6), the holder of record of any share or shares of Series A Convertible Preferred Stock shall have the right, at their individual option, at any time and from time to time, to convert one (1) share of Series A Convertible Preferred Stock into ten (10) fully paid and nonassessable shares of Common Stock of the Company.

As of September 30, 2024 and 2023, the Company had 3,000,000 and 3,000,000 shares of Series A Preferred Stock outstanding, respectively.

Series B Preferred Stock

Prior to the completion of the offering of Series B 10% Convertible Preferred Stock (the “Series B Preferred Stock”), the Company will file a Certificate of Designations with the Secretary of State of the State of Delaware. The Series B Preferred Stock will have the rights, preferences, privileges and restrictions granted to and imposed on the Series B Preferred Stock as follows:

(a) Designation, Amount and Par Value. The Series B Preferred Stock will be designated as Series B 10% Convertible Preferred Stock and the number of shares so designated shall be 30,000. Each share of Series B Preferred Stock shall have a par value of $0.0001 per share and a stated value of $1,000 per share.

(b) Voting. The Holders of shares of Series B Preferred Stock shall not be entitled to vote with the holders of Common Stock on any matters submitted to a vote of stockholders of the Company, except as otherwise provided by law or with respect to certain customary negative covenants, such as amending the organizational documents of the Company in a matter negative to the holders of Series B Preferred Stock, increasing the authorized shares of preferred stock, or creating senior preferred stock with respect to dividends or distributions on liquidation.

(c) Dividends. The Series B Preferred Stock will accrue dividends at a cumulative rate of 10% per year, based on a 360 day year, consisting of twelve (12) equal thirty (30) day months. Dividend payments will be made on January 15, April 15, July 15^th, and October 15^th of each year. Notwithstanding, the first dividend payment will be made on January 15, 2026 and will be made in Series B Preferred Stock to the extent that such payments result in a whole number of shares of Series B Preferred Stock, with the remainder to be paid in cash. For every dividend payment thereafter, it will be paid in cash. The final dividend payment will be due on January 15, 2030.

The Company will allocate 10% of the proceeds of the Regulation A Offering into an escrow account as a contingency to make the payments to the holders of the Preferred Stock during the second year after they have been issued. The Company believes that it will have sufficient operating profits to make a cash payment of dividends for the second year of payments. In the event that it does not have enough profits, it will use the capital in the escrow as a return on capital as opposed to a dividend and the Preferred stockholders will be made aware that they are not receiving net profits, and that they should not assume that the source of these distributions are net profits. If dividends are paid from operating profits, then the Company will move the escrowed capital to its operating account and use the capital for general working capital.

Example of first year dividend payment: If a Preferred Stockholder invested $1,000 in the January 2025 Offering and purchased the offered shares 9 months prior to the dividend payment date of January 15, 2026, they would be due a dividend in the amount of $75. No fractional shares of the Preferred Stock may be issued, thus the Company shall pay the Preferred Stockholder a cash payment of $75.

Second Example of first year dividend payment: If a Preferred Stockholder invested $15,000 in the January 2025 Offering and purchased the offered shares 9 months prior to the dividend payment date of January 15, 2026, they would be due a dividend in the amount of $1,125. The Company would issue the Preferred Stockholder one share (1) of the Preferred Stock and pay a cash dividend of $125.

(d) Conversion.

(i) Conversion at Option of Holder - Each one (1) share of Series B Preferred Stock shall be convertible into shares of Common Stock by the holder, based on the stated value ($1,000) divided by a conversion price of $2.50, subject to adjustment for stock splits, dividends, pro rata distributions, and fundamental transactions..

(ii) Conversion at the Option of the Company – in case of an acquisition of the Company at an aggregate price per share more than $2.50 per share of Common Stock, or in the event that the shares of Common Stock are publicly tradeable at a price equal to or greater than $4.00 per share, the Company shall have the right to force the Holders to convert the Series B Preferred Stock into Common Stock at the same conversion price. On January 15, 2030, any Series B Preferred Stock that is outstanding, shall be automatically converted into Common stock at the same conversion price, provided that all dividends have been paid through December 31, 2029. 

(c) Adjustments. In the event of a fundamental transaction, as described in the Certificate of Designations for the Series B Preferred Stock, and generally including any reorganization, recapitalization or reclassification of our common stock, the sale, transfer or other disposition of all or substantially all of our properties or assets, our consolidation or merger with or into another person, the acquisition of more than 50% of our outstanding common stock, or any person or group becoming the beneficial owner of 50% of the voting power represented by our outstanding common stock, the Series B Preferred Stock holders will be entitled to receive upon conversion of their shares into Common Stock, the kind and amount of securities, cash or other property that the holders would have received had they converted their Series B Preferred Stock immediately prior to such fundamental transaction. Any successor to us or surviving entity shall assume the obligations under the Series B Preferred Stock.

As of September 30, 2024 and 2023, the Company had 0 and 0 shares of Series B Preferred Stock outstanding, respectively.

Common Stock

The Company is authorized to issue 300,000,000 shares of Common Stock, par value $.0001.

The Delaware Statues provides that the holders of the Common Stock shall have one vote per share. In addition, except as otherwise required by law, as provided in this Articles of Incorporation, and as otherwise provided in the resolution or resolutions, if any, adopted by the Board with respect to any series of the Preferred Stock, on any matter presented to the holders of Common Stock and Preferred Stock for their action or consideration at any meeting of stockholders of the Company (or by written consent of stockholders in lieu of meeting), the holders thereof shall vote together as a single class.

Holders of the Common Stock will have no preemptive or conversion rights or other subscription rights. The Bylaws of the Company provide that the holders of Common Stock shall not have a right to cumulative voting. The rights, preferences, and privileges of the holders of the Common Stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of preferred stock that the Company may designate and issue in the future. Additionally, the Bylaws may be amended by the Company’s stockholders or the Board of Directors.

As of September 30, 2024 and 2023, the Company had 6,484,525 and 4,631,675 shares of Common Stock outstanding, respectively.

Warrants

As of the date of this filing, the Company has no warrants issued nor outstanding. The Company’s previously issued November 2019 Warrant was either exercised or has expired. Please see NOTE 11 – STOCKHOLDERS’ DEFICIT for further information.

Delaware Anti-Takeover Law

Certain provisions of our charter documents and Delaware law could have an anti-takeover effect and could delay, discourage or prevent a tender offer or takeover attempt that a stockholder might consider to be in its best interests, including attempts that might otherwise result in a premium being paid over the market price of our common stock.

Our certificate of incorporation and by-laws contain provisions that could have the effect of delaying or preventing changes in control or changes in our management without the consent of our board of directors, including, among other things:

Delaware Anti-Takeover Statute

We are also subject to certain anti-takeover provisions under the General Corporation Law of the State of Delaware, or the DGCL. Under Section 203 of the DGCL, a corporation may not, in general, engage in a business combination with any holder of 15% or more of its capital stock unless the holder has held the stock for three years or (i) our board of directors approves the transaction prior to the stockholder acquiring the 15% ownership position, (ii) upon consummation of the transaction that resulted in the stockholder acquiring the 15% ownership position, the stockholder owns at least 85% of the outstanding voting stock (excluding shares owned by directors or officers and shares owned by certain employee stock plans) or (iii) the transaction is approved by the board of directors and by the stockholders at an annual or special meeting by a vote of 66 2/3% of the outstanding voting stock (excluding shares held or controlled by the interested stockholder). These provisions in our certificate of incorporation and by-laws and under Delaware law could discourage potential takeover attempts.

DIVIDEND POLICY

Dividends

The Company has not declared or paid a cash dividend to stockholders since it was organized and does not intend to pay dividends in the foreseeable future, except for the dividends payable on the Series B 10% Convertible Preferred Stock (“Series B Preferred Stock”) issued in this offering. The board of directors presently intends to retain any earnings to finance our operations and does not expect to authorize cash dividends in the foreseeable future. Any other payment of cash dividends in the future will depend upon the Company’s earnings, capital requirements and other factors.

Series B Preferred Stock Dividend Policy

For the first year outstanding, dividends shall be paid through a combination of the issuance of additional shares of Preferred Stock (“in-kind”) and cash for any fractional dividend. For every year afterwards, dividends will be paid in cash. Payments for the first-year dividend shall be made on January 15, 2026. All dividend payments going forward shall be made on January 15^th, April 15^th, July 15^th and October 15^th beginning on April 15, 2026.

The Company will allocate 10% of the proceeds from this Offering into an escrow account as a contingency to make the payments to the holders of the Series B Preferred Stock during the second year after they have been issued. The Company believes that it will have sufficient operating profits to make a cash payment of dividends for the second year of payments. In the event that it does not have enough profits, it will use the capital in escrow as a return on capital as opposed to a dividend and the Preferred stockholders will be made informed through the dividend statements accompanying dividends and with their tax statements that they are not receiving net profits, and that they should not assume that the source of these distributions are net profits. If dividends are paid from operating profits, then the Company will move the escrowed capital to its operating account and use the capital for general working capital.

Example of first year dividend payment: If a Preferred Stockholder invested $1,000 in the January 2025 Offering and purchased the offered shares 9 months prior to the dividend payment date of January 15, 2026, they would be due a dividend in the amount of $75. No fractional shares of the Preferred Stock may be issued, thus the Company shall pay the Preferred Stockholder a cash payment of $75.

Second Example of first year dividend payment: If a Preferred Stockholder invested $15,000 in the January 2025 Offering and purchased the offered shares 9 months prior to the dividend payment date of January 15, 2026, they would be due a dividend in the amount of $1,125. The Company would issue the Preferred Stockholder one share (1) of the Preferred Stock and pay a cash dividend of $125.

Transfer Agent

The Company is acting as its own transfer agent at the time of this filing.

SHARES ELIGIBLE FOR FUTURE SALE

There is no market for our Common Stock. Future sales of substantial amounts of our Common Stock, or securities or other instruments convertible into our Common Stock, in the public or private market, or the perception that such sales may occur, could adversely affect the potential future market price of our Common Stock prevailing from time to time. Furthermore, because there will be limits on the number of shares available for resale shortly after this Offering due to contractual and legal restrictions described below, there may be resales of substantial amounts of our Common Stock, once and if our Common Stock begins trading on a quoted exchange, in the public market after those restrictions lapse. This could adversely affect the market price of our Common Stock prevailing at that time.

Rule 144

In general, a person who has beneficially owned restricted shares of our Common Stock for at least twelve months, in the event we are a reporting company under Regulation A, or at least six months, in the event we have been a reporting company under the Exchange Act for at least 90 days before the sale, would be entitled to sell such securities, provided that such person is not deemed to be an affiliate of ours at the time of sale or to have been an affiliate of ours at any time during the 90 days preceding the sale. A person who is an affiliate of ours at such time would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period only a number of shares that does not exceed the greater of the following:

provided that, in each case, we are subject to the periodic reporting requirements of the Exchange Act for at least 90 days before the sale. Rule 144 trades must also comply with the manner of sale, notice and other provisions of Rule 144, to the extent applicable.

LEGAL MATTERS

Certain legal matters with respect to the shares of common stock offered hereby will be passed upon by the Silvestre Law Group, P.C. whose address is 2629 Townsgate Rd., Suite 215, Westlake Village, CA 91362. Telephone: (881) 597-7552.

EXPERTS

The financial statements of RidePair Inc. for the years ended September 30, 2024 and 2023, included in the offering statement which this prospectus forms a part, have been prepared by management and have not been reviewed by an independent registered public accounting firm.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a Regulation A Offering Statement on Form 1-A under the Securities Act with respect to the shares of common stock offered hereby. This Offering Circular, which constitutes a part of the Offering Statement, does not contain all of the information set forth in the Offering Statement or the exhibits and schedules filed therewith. For further information about us and the common stock offered hereby, we refer you to the Offering Statement and the exhibits and schedules filed therewith. Statements contained in this Offering Circular regarding the contents of any contract or other document that is filed as an exhibit to the Offering Statement are not necessarily complete, and each such statement is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit to the Offering Statement. Upon the completion of this Offering, we will be required to file periodic reports, proxy statements, and other information with the SEC pursuant to the Securities Exchange Act of 1934. You may read and copy this information at the SEC’s Public Reference Room, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet website that contains reports, proxy statements and other information about issuers, including us, that file electronically with the SEC. The address of this site is www.sec.gov.

RIDEPAIR INC.

FINANCIAL STATEMENTS

FOR THE YEARS ENDED SEPTEMBER 30, 2024 AND 2023

TABLE OF CONTENTS

RIDEPAIR INC.

CONDENSED BALANCE SHEETS

The accompanying notes are an integral part of these condensed financial statements

RIDEPAIR INC.

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

For the years ended September 30, 2024 and 2023

The accompanying notes are an integral part of these condensed financial statements

RIDEPAIR INC.

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDER’S DEFICIT

(UNAUDITED)

For the years ended September 30, 2024 and 2023