8-K: My City Builders Raises $82,500 in Private Placement

My City Builders, Inc. completed a private placement, issuing 1.65 million common shares to accredited investors for $82,500.

Summary

• My City Builders, Inc. issued an aggregate of 1,650,000 shares of its common stock on December 1, 2025.
• The shares were sold at a purchase price of $0.05 per share, resulting in total gross proceeds of $82,500.
• The transaction involved two accredited investors in a private placement.
• The company received the full purchase price for the shares and did not pay any underwriting discounts or commissions.
• The issuance was made without registration under the Securities Act of 1933, relying on Section 4(a)(2) and Rule 506(b) of Regulation D.
• The investors represented they were accredited and acquiring securities for investment, not distribution.
• No general solicitation or advertising was used, and the issued shares are restricted under Rule 144.

Sentiment

Score: 6

Explanation: The sentiment is moderately positive. While the capital raise provides necessary funding and was executed without underwriting fees, the small amount and low share price suggest the company is in an early or challenging stage. It's a positive step for liquidity but not a transformative event.

Positives

• Successfully raised $82,500 in capital to support company operations.
• No underwriting discounts or commissions were paid, maximizing net proceeds from the raise.
• The company received the full purchase price for the shares.

Negatives

• The issuance of 1,650,000 new shares results in dilution for existing shareholders.
• The share price of $0.05 per share is relatively low, potentially indicating a micro-cap or early-stage company valuation.

Risks

• The shares issued are restricted securities under Rule 144, limiting their immediate resale by investors.
• Reliance on private placements for funding may indicate limited access to broader public capital markets.

Future Outlook

NA

Management Comments

• Yolanda Goodell signed the report as Interim Chief Executive Officer of My City Builders, Inc.

Industry Context

This capital raise is a relatively small private placement, typical for micro-cap companies or those in early development stages seeking to fund immediate operational needs or specific, smaller projects. It reflects a common method for smaller entities to secure funding outside of public markets, often from a limited number of sophisticated investors.

Comparison to Industry Standards

• The $82,500 capital raise is significantly smaller than typical financing rounds for established companies or even many emerging growth companies, which often raise millions or tens of millions.
• This size of raise is more comparable to seed funding or very early-stage financing for micro-cap companies, where access to larger institutional capital is limited.
• The reliance on accredited investors and Regulation D exemptions is a standard practice for private placements, particularly for companies not yet ready or able to undertake a full public offering.

Stakeholder Impact

• Shareholders: Experience dilution due to the issuance of new shares, but the company gains capital for operations.
• New Investors: Acquire restricted common stock at $0.05 per share, subject to resale limitations.

Key Dates

Recommendation

The private placement provides a modest capital infusion, which is positive for the company's short-term liquidity and operational continuity. However, the small scale of the raise and the low share price suggest the company remains in an early or micro-cap stage with inherent risks. Without further operational updates or a clearer strategic direction, this event alone does not warrant a strong buy or sell recommendation, but rather a 'hold' to observe future developments.

Keywords

My City Builders, private placement, equity raise, common stock, accredited investors, SEC filing, 8-K, capital raise, restricted securities