Material Agreement (Form 8-K)

In connection with the strategic reorganization of Ulixe Corp. (the "Company") and in anticipation of the Company's uplisting to The Nasdaq Stock Market ("Nasdaq"), on June 18, 2026 (the "Closing Date"), Ulixe Italy S.r.l., an Italian limited liability company ("Ulixe Italy") and wholly owned subsidiary of the Company, completed the sale (the "Ulixe Nova Disposal") of all of its equity interests in Ulixe Nova S.r.l., an Italian limited liability company ("Ulixe Nova"), pursuant to a limited liability company interest transfer instrument (the "Transfer Agreement") entered into with Condotti Capital S.r.l., an Italian limited liability company (the "Purchaser") on the same date. The Purchaser acquired the equity interests in Ulixe Nova for nominal consideration of €1.00 and the parties agreed to reconcile outstanding reciprocal payables and receivables as of the Closing Date, subject to a 90-day post-closing adjustment period. The parties determined the consideration after taking into account the financial condition, indebtedness, liquidity constraints, working capital requirements, and anticipated recapitalization needs of Ulixe Nova.

Immediately prior to the Closing Date, Ulixe Italy owned 100% of the issued and outstanding equity interests of Ulixe Nova. Pursuant to the Transfer Agreement, Ulixe Italy sold, assigned and transferred to the Purchaser all of its equity interests in Ulixe Nova, representing 100% of the equity capital of Ulixe Nova.

In addition, pursuant to the Transfer Agreement, the parties agreed on customary post-closing cooperation obligations, including the provision of information reasonably required by the Company for SEC reporting, audit, compliance, regulatory and other corporate purposes.

Prior to the execution of the Transfer Agreement, the parties had entered into a letter of intent pertaining to the transactions contemplated by the Transfer Agreement. The terms of the letter of intent were non-binding except with respect to provisions concerning the settlement of accounts between Ulixe Nova and Dale Consulting S.r.l., a wholly-owned subsidiary of Ulixe Italy; customary pre-closing covenants of Ulixe Italy; and customary terms regarding confidentiality, expenses, communications, and governing law.

In approving the Ulixe Nova Disposal, the Board of Directors of the Company considered, among other matters: the Company's strategic priorities in anticipation of its uplisting to Nasdaq; the historical and anticipated contribution of Ulixe Nova's (and its affiliates) business to the overall growth of the Ulixe Group; the operational and financial performance of Ulixe Nova; Ulixe Nova's future capital requirements to achieve short- to medium-term growth and acceptable profitability; and the anticipated benefits of eliminating future funding obligations and administrative burdens associated with ownership of Ulixe Nova.

Immediately following the Closing Date, the Company's corporate structure consisted of Ulixe Italy, which directly owns Dale Consulting S.r.l., Ulixe Pharma S.r.l. and MBSNet S.r.l., each an Italian limited liability company, with MBSNet S.r.l. owning 100% of the equity interests of Fintexa S.r.l., an Italian limited liability company. Previously, the Company, through Ulixe Italy, acquired MBSNet S.r.l., an Italian fintech and digital payments solutions provider, on November 17, 2025. The acquisition is intended to strengthen the Company's digital payments and fintech capabilities, growing its presence in regulated financial services markets in Italy and the European Union, and includes the MBSNet, Fintexa, and MBSPay brands.

The foregoing descriptions of the Ulixe Nova Disposal and the Transfer Agreement do not purport to be complete and are qualified in their entirety by reference to the Transfer Agreement, the English translation of which is filed as Exhibit 10.1 to this Current Report.