Material Agreement, Private Placement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

Item 3.02. Unregistered Sales of Equity Securities.

On June 18, 2026, Dynamic Aerospace Systems Corporation, a Nevada corporation (the "Company"), closed the initial tranche of a private placement offering (the "Offering") under a Securities Purchase Agreement (the "SPA").

In connection with the Offering, the Company plans to sell up to $750,000 worth of shares of the Company's Common Stock (the "Shares") and warrants (the "Warrants") to purchase one and a half additional shares of the Company's common stock (the "Warrant Shares") for each one Share purchased. The purchase price for each tranche under the Offering will be determined between the Company and the various investors.

Pursuant to the initial closing under to the SPA on June 18, 2026, the Company sold 357,143 shares of the Company's Common Stock, and warrants to purchase up to 535,715 shares to The Aeon Group, Inc. (collectively, the "Initial Tranche"). The purchase price paid was $75,000.

The Warrants have an exercise price of $0.30, and have a term of two years. The Warrants may be exercised on a cashless basis if at any time beginning on the date which is six months after the date on which the Company's Common Stock begins trading on a national exchange, the Company fails to maintain an effective registration statement covering the resale of the Warrant Shares by the Purchaser.

The issuance of the Shares and Warrants in the Initial Tranche described above was completed in accordance with the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended. The Company anticipates that all future trances in the Offering similarly will be completed in accordance with the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

The Company's reliance upon Section 4(a)(2) of the Securities Act in issuing the securities in the Initial Tranche was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by the Company which did not involve a public offering; (b) there was only one Purchaser; (c) the negotiations for the issuance of the securities took place directly between the Purchaser and the Company; and (d) the Purchaser of the securities made several representations of sophistication, experience, and ability to bear the risks of the investment.