AIUG / AI Unlimited Group, Inc. - تصريحات هيئة الأوراق المالية والبورصات، التقرير السنوي، بيان الوكيل

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-K ☐ Transition Report o

Employment Agreement with Trent McKendrick.

Exhibit 10.9 Employment Agreement EMPLOYMENT AGREEMENT, entered into and effective as of between Lever Global Corporation (“Company”), and Trent McKendrick (“Employee”). 1. Employment, Duties, and Acceptance 1.1 Company hereby employs Employee for the Term (as defined in Section 2 hereof) to render exclusive and full-time services in an executive capacity to Company and to the subsidiaries of Comp

As filed with the Securities and Exchange Commission on February 14, 2025.

As filed with the Securities and Exchange Commission on February 14, 2025. Registration No. 333 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AI UNLIMITED GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 7372 88-1455444 (State or jurisdiction of (Primary Standard Industrial (I.R.S.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 AI Unlimited Group, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee Fees to be Paid

List of Subsidiaries

Exhibit 21.1 List of Subsidiaries ● Nest Egg Investments LLC, a Delaware limited liability company ● Resolve Debt, LLC, a Wyoming limited liability company ● Travl LLC, a Delaware limited liability company

Consent of Lisa Licht, director nominee

Exhibit 99.2 CONSENT TO BE NAMED AS DIRECTOR In connection with the Registration Statement on Form S-1 (including any and all amendments, including post-effective amendments, or supplements thereto, the “Registration Statement”) of AI Unlimited Group, Inc. (the “Company”), the undersigned hereby consents to being named and described in the Registration Statement filed with the U.S. Securities and

Consent of Alberto C. Rosende, director nominee

Exhibit 99.3 CONSENT TO BE NAMED AS DIRECTOR In connection with the Registration Statement on Form S-1 (including any and all amendments, including post-effective amendments, or supplements thereto, the “Registration Statement”) of AI Unlimited Group, Inc. (the “Company”), the undersigned hereby consents to being named and described in the Registration Statement filed with the U.S. Securities and

Consent of Al Weiss, director nominee

Exhibit 99.1 CONSENT TO BE NAMED AS DIRECTOR In connection with the Registration Statement on Form S-1 (including any and all amendments, including post-effective amendments, or supplements thereto, the “Registration Statement”) of AI Unlimited Group, Inc. (the “Company”), the undersigned hereby consents to being named and described in the Registration Statement filed with the U.S. Securities and

Addendum No. 1 to the Share Purchase Agreement

Exhibit 10.1

Regulation FD Disclosure, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report: December 4, 2024 (Date of earliest event reported) AI Unlimited Group, Inc.

Press Release dated December 10, 2024

Exhibit 99.1

Form of Amended and Restated Securities Purchase Agreement

Exhibit 10.1 AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT This Amended and Restated Securities Purchase Agreement (this “Agreement”) is dated as of August 21, 2024, between Lever Global Corp, a Delaware corporation (the “Company”), and the purchaser identified on the signature pages hereto (including its successors and assigns, a “Purchaser”). WHEREAS, the Company and the Purchaser had previ

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2024 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-56573 AI UNLIMI

Form of Securities Purchase agreement

Exhibit 10.2 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of August [ ], 2024 (the “Effective date”), between AI Unlimited Group, Inc., a Delaware corporation (the “Company”), and the purchaser identified on the signature pages hereto (including its successors and assigns, a “Purchaser”). WHEREAS, subject to the terms and conditions set forth in t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September 30, 2024 ☐ Transition R

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form N-SA

NEST EGG, LLC. INDEX TO FINANCIAL STATEMENTS

Exhibit 99.1 NEST EGG, LLC. INDEX TO FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm (PCAOB ID: 6993) F-2 Balance Sheets F-3 Statements of Operations F-4 Statements of Changes in Members’ Deficit F-5 Statements of Cash Flows F-6 Notes to Financial Statements F-7 to F-11 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the members and the board of dir

AI UNLIMITED GROUP, INC. UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.4 AI UNLIMITED GROUP, INC. UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Introduction On July 10, 2024, AI Unlimited Group, Inc. (the “Company”) entered into an exchange agreement (the “Nest Egg Agreement”) with Nest Egg Investments LLC, a Delaware limited liability company (“Nest Egg”). Pursuant to the Nest Egg Agreement, the Company acquired 100% membership interest in

RESOLVE DEBT LLC. INDEX TO FINANCIAL STATEMENTS

Exhibit 99.2 RESOLVE DEBT LLC. INDEX TO FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm (PCAOB ID: 6993) F-2 Balance Sheets F-3 Statements of Operations F-4 Statements of Changes in Members’ Equity F-5 Statements of Cash Flows F-6 Notes to Financial Statements F-7 to F-12 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Members and the board of d

TRAVL, LLC. INDEX TO FINANCIAL STATEMENTS

Exhibit 99.3 TRAVL, LLC. INDEX TO FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm (PCAOB ID: 6993) F-2 Balance Sheets F-3 Statements of Operations F-4 Statements of Changes in Members’ Equity F-5 Statements of Cash Flows F-6 Notes to Financial Statements F-7 to F-12 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Members and the board of directo

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment 1) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2024 ☐ TRANSITION REP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment 1) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-56573 AI UNLIM

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report: August 19, 2024 (Date of earliest event reported) AI Unlimited Group, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 2) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ending December 31, 2023 ☐ TRANSITION REP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 2) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ending December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 333-266157 AI UNLI

Investor Presentation, dated August 19, 2024

Exhibit 99.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2024 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 333-266157 AI UNLIMITED

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2024 ☐ Transition Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form N-SAR For

Certificate of Amendment of Certificate of Incorporation, dated July 19, 2024

Exhibit 3.1

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report: July 19, 2024 (Date of earliest event reported) AI Unlimited Group, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ending December 31, 2023 ☐ TRANSITION REPOR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ending December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 333-266157 LEVER GLO

Description of Securities

Exhibit 4.2 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Lebver Global Corporation (the “Company”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, which is the Company’s common stock, $0.001 par value per share. Description of Common Stock The authorized capital stock

List of Subsidiaries

Exhibit 21.1 List of Subsidiaries ● Nest Egg Investments LLC, a Delaware limited liability company ● Resolve Debt, LLC, a Wyoming limited liability company ● Travl LLC, a Delaware limited liability company

From of Nest Egg Exchange Agreement

Exhibit 10.1 Exchange Agreement by and among Lever Global Corp, all of the Members of Nest Egg Investments LLC and Stephen Copulos as the Members’ Representative TABLE OF CONTENTS PAGE Article I. Definitions and Interpretations 3 Section 1.01 Definitions. 3 Section 1.02 Interpretive Provisions. 8 Article II. The Transactions 9 Section 2.01 Reserved. 9 Section 2.02 The Exchange. 9 Section 2.03 Clos

From of Resolve Debt Exchange Agreement

Exhibit 10.2 Exchange Agreement by and among Lever Global Corp, all of the Members of Resolve Debt, LLC and Alexandra Khoury as the Members’ Representative TABLE OF CONTENTS PAGE Article I. Definitions and Interpretations 3 Section 1.01 Definitions. 3 Section 1.02 Interpretive Provisions. 9 Article II. The Transactions 9 Section 2.01 Reserved. 9 Section 2.02 The Exchange. 9 Section 2.03 Closing 9

From of Travl Exchange Agreement

Exhibit 10.3 Exchange Agreement by and among Lever Global Corp, all of the Members of Travl LLC and Ievgen Krugliak as the Members’ Representative TABLE OF CONTENTS PAGE Article I. Definitions and Interpretations 3 Section 1.01 Definitions. 3 Section 1.02 Interpretive Provisions. 8 Article II. The Transactions 9 Section 2.01 Reserved. 9 Section 2.02 The Exchange. 9 Section 2.03 Closing 9 Section 2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report: May 23, 2024 (Date of earliest event reported) LEVER GLOBAL CORPORATI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report: May 23, 2024 (Date of earliest event reported) LEVER GLOBAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-56573 88-1455444 (State or other jurisdiction of incorporation) (Commission File Number) (IRS.

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report: May 23, 2024 (Date of earliest event reported) LEVER GLOBAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 333-266157 88-1455444 (State or other jurisdiction of incorporation) (Commission File Number) (IRS.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2024 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 333-266157 LEVER GLOBAL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ending December 31, 2023 ☐ TRANSITION REPORT PURSU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ending December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 333-266157 LEVER GLOBAL COR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER NOTIFICATION OF LATE FILING CUSIP NUMBER (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Fo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2023 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-56573 LEVER GLO

As filed with the Securities and Exchange Commission on August 16, 2023

As filed with the Securities and Exchange Commission on August 16, 2023 No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 LEVER GLOBAL CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 88-1455444 (State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Id

Lever Global Corporation 2023 Stock Incentive Plan

EXHIBIT 4.1 2023 STOCK INCENTIVE PLAN LEVER GLOBAL CORPORATION (AS ADOPTED ON JULY 23, 2023) 1. Purpose. The purpose of the 2023 Stock Incentive Plan (the “Plan”) of Lever Global Corporation (the “Company”) is to increase stockholder value and to advance the interests of the Company by furnishing a variety of economic incentives (“Incentives”) designed to attract, retain and motivate employees, ce

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table FORM S-8 (Form Type) Lever Global Corporation (Exact Name of Registrant as Specified in its Charter) Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee(2) Fees to Be Paid Equity Common Stock, $0.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2023 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 333-266157 LEVER GLOBAL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 LEVER GLOBAL CORPORATION (Exact name of registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 LEVER GLOBAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 88-1455444 (State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ending December 31, 2022 ☐ TRANSITION REPORT PURSU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ending December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 333-266157 LEVER GLOBAL COR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2023 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 333-266157 LEVER GLOBAL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER NOTIFICATION OF LATE FILING CUSIP NUMBER (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Fo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2022 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 333-266157 LEVER GLOBAL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2022 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 333-266157 LEVER GL

LEVER GLOBAL CORPORATION Level II, 9255 W. Sunset Blvd. West Hollywood, California 90069 Tele: (800) 309-5983

LEVER GLOBAL CORPORATION Level II, 9255 W. Sunset Blvd. West Hollywood, California 90069 Tele: (800) 309-5983 October 4, 2022 Division of Corporation Finance Securities and Exchange Commission 100 F Street NE Washington D.C. 20549 Attn: Jan Woo, Legal Branch Chief Priscilla Dao, Staff Attorney Stephen Krikorian, Accounting Branch Chief Amanda Kim, Senior Staff Accountant Re: Lever Global Corp (?Re

Opinion of Counsel on the legality of securities being registered

Exhibit 5.0 BARNETT & LINN ATTORNEYS AT LAW 60 Kavenish Drive ? Rancho Mirage, CA 92270 www.barnettandlinn.com WILLIAM B. BARNETT Telephone: 442-599-1299 Attorney/Principal [email protected] September 19, 2022 Board of Directors Lever Global Corporation Level 11, 9255 W. Sunset Blvd. West Hollywood, CA 90069 Gentlepersons: We have acted as counsel to Lever Global Corporation, a Delaware cor

September 19, 2022

BARNETT & LINN ATTORNEYS AT LAW 60 Kavenish Drive ● Rancho Mirage, CA 92270 www.barnettandlinn.com WILLIAM B. BARNETT Telephone: 442-274-7571 Attorney/Principal [email protected] September 19, 2022 Division of Corporation Finance Office of Technology Securities and Exchange Commission 100 F Street NE Washington D.C. 20549 Attn: Jan Woo, Legal Branch Chief Priscilla Dao, Staff Attorney Steph

As filed with the Securities and Exchange Commission on September 19, 2022 Registration No. 333-266157 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A (Amendment No. 3) REGISTRATION STATEMENT UNDER THE SECURITIES AC

As filed with the Securities and Exchange Commission on September 19, 2022 Registration No.

Calculation of Filing Fee Tables

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Lever Global Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee(2) Fees to Be Paid Equity Common Stock, par value $0.

As filed with the Securities and Exchange Commission on September 06, 2022 Registration No. 333-266157 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A (Amendment No. 2) REGISTRATION STATEMENT UNDER THE SECURITIES AC

As filed with the Securities and Exchange Commission on September 06, 2022 Registration No.

Calculation of Filing Fee Tables

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Lever Global Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee(2) Fees to Be Paid Equity Common Stock, par value $0.

Opinion of Counsel on the legality of securities being registered

Exhibit 5.0 BARNETT & LINN ATTORNEYS AT LAW 60 Kavenish Drive ? Rancho Mirage, CA 92270 www.barnettandlinn.com WILLIAM B. BARNETT Telephone: 442-599-1299 Attorney/Principal [email protected] September 6, 2022 Board of Directors Lever Global Corporation Level 11, 9255 W. Sunset Blvd. West Hollywood, CA 90069 Gentlepersons: We have acted as counsel to Lever Global Corporation, a Delaware corp

September 6, 2022

BARNETT & LINN ATTORNEYS AT LAW 60 Kavenish Drive ? Rancho Mirage, CA 92270 www.barnettandlinn.com WILLIAM B. BARNETT Telepone: 442-274-7571 Attorney/Principal [email protected] September 6, 2022 Division of Corporation Finance Office of Technology Securities and Exchange Commission 100 F Street NE Washington D.C. 20549 Attn: Jan Woo, Legal Branch Chief Priscilla Dao, Staff Attorney Stephen

Securities purchase agreement between the Registrant and Eyeon Investment Pty Ltd. dated May 26, 2022

Exhibit 10.6

Securities purchase agreement between the Registrant and Eyeon Investment Pty Ltd. dated March 24, 2022

Exhibit 10.1

Sample Subscription Agreement

Exhibit 4.1 LEVER GLOBAL CORPORATION SUBSCRIPTION AGREEMENT (for NON-u.s. investors only) THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES COMMISSION OF ANY STATE UNDER ANY STATE SECURITIES LAW. THEY ARE BEING OFFERED PURSUANT TO AN EXEMPTION F

Securities purchase agreement between the Registrant and Future Carers Pty Ltd. dated March 31, 2022

Exhibit 10.2

As filed with the Securities and Exchange Commission on August 23, 2022 Registration No. 333-266157 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A (Amendment No. 1) REGISTRATION STATEMENT UNDER THE SECURITIES ACT O

As filed with the Securities and Exchange Commission on August 23, 2022 Registration No.

Calculation of Filing Fee Tables

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Genelux Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1) Fee Rate Amount of Registration Fee(2) Fees to Be Paid Equity Common Stock, par value $0.

Opinion of Counsel on the legality of securities being registered

Exhibit 5.0 Opinion of Counsel

Certificate of Designation Series A Preferred Stock

Exhibit 3.3

August 23, 2022

BARNETT & LINN ATTORNEYS AT LAW 60 Kavenish Drive ? Rancho Mirage, CA 92270 www.barnettandlinn.com WILLIAM B. BARNETT Telephone: 442-274-7571 Attorney/Principal [email protected] August 23, 2022 Division of Corporation Finance Office of Technology Securities and Exchange Commission 100 F Street NE Washington D.C. 20549 Attn: Jan Woo, Legal Branch Chief Priscilla Dao, Staff Attorney Stephen

Securities purchase agreement between the Registrant and Eyeon Investment Pty Ltd. dated April 28, 2022

Exhibit 10.4

Note Conversion agreement between the Registrant and Lever Holdings Pty Ltd. dated March 31, 2022

Exhibit 10.3

LEVER GLOBAL CORPORATION A DELAWARE CORPORATION ARTICLE I 1. Annual Meeting

EX-3.2 3 ex3-2.htm Exhibit 3.2 BYLAWS OF LEVER GLOBAL CORPORATION A DELAWARE CORPORATION ARTICLE I SHAREHOLDERS 1. Annual Meeting A meeting of the shareholders shall be held annually for the election of directors and the transaction of other business on such date in each year as may be determined by the Board of Directors but in no event later than 100 days after the anniversary of the date of inc

Securities purchase agreement between the Registrant and Eyeon Investment Pty Ltd. dated April 28, 2022

Exhibit 10.5

Articles of Incorporation

Exhibit 3.1

Company’s lease agreement.

Exhibit 10.7 Industrious MEMBERSHIP AGREEMENT Contract Date: 6/15/2022 This Membership Agreement (“Agreement”) is made by and between the Industrious entity or entities (“Industrious”) and the member (“Member”) set forth below: Industrious Member Name INDUSTRIOUS LA 9255 SUNSET BLVD LLC Company Name Lever Location Address 9255 Sunset Blvd. Suite 1100 West Hollywood, CA 90069 Contact Name Trent McK

Securities purchase agreement between the Registrant and Eyeon Investment Pty Ltd. dated March 24, 2022 (incorporated by reference to Exhibit 10.1 of the registration statement (file no. 333-266157) filed with SEC on July 15, 2022)

Exhibit 10.1

Note Conversion agreement between the Registrant and Lever Holdings Pty Ltd. dated March 31, 2022 (incorporated by reference to Exhibit 10.3 of the registration statement (file no. 333-266157) filed with SEC on July 15, 2022)

Exhibit 10.3

As filed with the Securities and Exchange Commission on July 15, 2022 Registration No. _________ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 LEVER GLOBAL COR

S-1 1 forms-1.htm As filed with the Securities and Exchange Commission on July 15, 2022 Registration No. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 LEVER GLOBAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 7372 88-1455444 State or Other Jurisdiction of Incorporation or Organ

Calculation of Filing Fee Tables

EX-FILING FEES 14 ex107.htm CALCULATION OF FILING FEE TABLES Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Genelux Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Agg

Securities purchase agreement between the Registrant and Eyeon Investment Pty Ltd. dated April 28, 2022 (incorporated by reference to Exhibit 10.4 of the registration statement (file no. 333-266157) filed with SEC on July 15, 2022)

Exhibit 10.4

Securities purchase agreement between the Registrant and Eyeon Investment Pty Ltd. dated April 28, 2022 (incorporated by reference to Exhibit 10.5 of the registration statement (file no. 333-266157) filed with SEC on July 15, 2022)

Exhibit 10.5

Securities purchase agreement between the Registrant and Future Carers Pty Ltd. dated March 31, 2022 (incorporated by reference to Exhibit 10.2 of the registration statement (file no. 333-266157) filed with SEC on July 15, 2022)

EX-10.3 8 ex10-2.htm Exhibit 10.2

By-laws (incorporated by reference to Exhibit 3.2 of the registration statement (file no. 333-266157) filed with SEC on July 15, 2022)

EX-3.2 3 ex3-2.htm Exhibit 3.2 BYLAWS OF LEVER GLOBAL CORPORATION A DELAWARE CORPORATION ARTICLE I SHAREHOLDERS 1. Annual Meeting A meeting of the shareholders shall be held annually for the election of directors and the transaction of other business on such date in each year as may be determined by the Board of Directors but in no event later than 100 days after the anniversary of the date of inc

Securities purchase agreement between the Registrant and Eyeon Investment Pty Ltd. dated May 26, 2022 (incorporated by reference to Exhibit 10.6 of the registration statement (file no. 333-266157) filed with SEC on July 15, 2022)

EX-10.6 12 ex10-6.htm Exhibit 10.6

Sample Subscription Agreement (incorporated by reference to Exhibit 4.1 of the registration statement (file no. 333-266157) filed with SEC on July 15, 2022)

EX-4.1 5 ex4-1.htm Exhibit 4.1 LEVER GLOBAL CORPORATION SUBSCRIPTION AGREEMENT (for NON-u.s. investors only) THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES COMMISSION OF ANY STATE UNDER ANY STATE SECURITIES LAW. THEY ARE BEING OFFERED PURSUAN

Opinion of Counsel on the legality of securities being registered

Exhibit 5.0 Opinion of Counsel

Certificate of Designation Series A Preferred Stock (incorporated by reference to Exhibit 3.3 of the registration statement (file no. 333-266157) filed with SEC on July 15, 2022)

EX-3.3 4 ex3-3.htm Exhibit 3.3

Articles of Incorporation (incorporated by reference to Exhibit 3.1 of the registration statement (file no. 333-266157) filed with SEC on July 15, 2022)

Exhibit 3.1