{"url_path":"/sec/phci/10-q/2026/item-2","section_key":"item-2","section_title":"Item 2 Unregistered Sales of Equity Securities and Use of Proceeds.**","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-06-22","source_url":"https://www.sec.gov/Archives/edgar/data/1620749/0001640334-26-001103-index.html","accession_number":"0001640334-26-001103","cik":"0001620749","ticker":"PHCI","issuer_name":"Panamera Holdings Corp","edgar_url":"https://www.sec.gov/Archives/edgar/data/1620749/0001640334-26-001103-index.html","primary_entity_key":"0001620749","primary_entity_name":"Panamera Holdings Corp"},"word_count":234,"has_tables":true,"body_markdown":"**Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.**\n\n \n\nOn August 1, 2025, the Company issued 27,000,000 shares of restricted common stock in connection with the executed license acquisition (Financial Statements, Note 4).\n\n \n\nOn August 1, 2025, the Company entered into a Head License Agreement “Agreement” with an entity” Target” for acquisition license of Target’s innovation systems for use along pursuing strategic partnership and merger of the Company and Target. The Company will have a license to Target’s system technology for carbon conversion to fullerenes and nanotubes. The consideration license fees agreed (i) one - time up-front payment of $4,900,000, (ii) ongoing license fee of 25% of the net income generated from license’s activities (iii) grant of 27,000,000 shares of restricted common stock of the Company. On August 1, 2025, the Company issued 27,000,000 shares of restricted common stock in connection with executed the license acquisition and it was valued at $ 148,500,000.\n\n \n\nOn September 4, 2025, the Company issued 91,074 shares of restricted common stock at prices of $5.49 per share for an amount of $500,000 in cash.\n\n \n\nOn September 9, 2025, the Company issued 50,000 shares of restricted common stock at prices of $2.00 per share to settle the stock subscription payable of $100,000.\n\n \n\nOn December 4, 2025, the Company issued 10,000 shares of restricted common stock at prices of $3.50 per share for an amount of $35,000 in cash."}