Webstar Technology Group Inc. - 8-K

Item
1.01 Entry into a Material Definitive Agreement

On
June 12, 2025, Webstar Technology Group, Inc., through its subsidiary Forge Atlanta Asset Management, LLC (the “Company”)
entered into a Commercial Purchase and Sale Agreement (the “Agreement”) with McCall Railroad, LLC (the “Seller”)
to acquire commercial properties designated as Land Lots 84 and 85 of the 14 th District, Fulton County, Georgia (the “Property”)
for a total purchase price of thirty-three million dollars ($33,000,000) (the “Acquisition”). The Acquisition is part of
the Company’s strategy to develop mixed-use commercial and residential complexes.

The
Property encompasses approximately 10 acres and is zoned for “commercial and residential development”. The Company expects
to complete due diligence within 90-days of execution on the Agreement and Close on the Property in January 2026. The Company has already
commenced development activities in in the form of site master planning, space allocation, and condominium floor plans.

The
Agreement contains customary representations, warranties, and covenants by the parties. The closing of the Acquisition is subject to
customary closing conditions, including final financing arrangements acceptable to the Seller.

Item
9.01

Financial Statements and Exhibits

5

2

CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS

This
Current Report contains forward-looking statements, including, without limitation, in the sections captioned “Description of Business,”
“Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Plan of Operations,”
and elsewhere. Any and all statements contained in this Report that are not statements of historical fact may be deemed forward-looking
statements. Terms such as “may,” “might,” “would,” “should,” “could,” “project,”
“estimate,” “pro-forma,” “predict,” “potential,” “strategy,” “anticipate,”
“attempt,” “develop,” “plan,” “help,” “believe,” “continue,”
“intend,” “expect,” “future,” and terms of similar import (including the negative of any of the foregoing)
may be intended to identify forward-looking statements. However, not all forward-looking statements may contain one or more of these
identifying terms. Forward-looking statements in this Report may include, without limitation, statements regarding (i) the plans and
objectives of management for future operations, including plans or objectives relating to the development of commercially viable pharmaceuticals,
(ii) a projection of income (including income/loss), earnings (including earnings/loss) per share, capital expenditures, dividends, capital
structure or other financial items, (iii) our future financial performance, including any such statement contained in a discussion and
analysis of financial condition by management or in the results of operations included pursuant to the rules and regulations of the Securities
and Exchange Commission (the “SEC”), and (iv) the assumptions underlying or relating to any statement described in points
(i), (ii) or (iii) above.

The
forward-looking statements are not meant to predict or guarantee actual results, performance, events or circumstances and may not be
realized because they are based upon our current projections, plans, objectives, beliefs, expectations, estimates and assumptions and
are subject to a number of risks and uncertainties and other influences, many of which we have no control over. Actual results and the
timing of certain events and circumstances may differ materially from those described by the forward-looking statements as a result of
these risks and uncertainties. Factors that may influence or contribute to the inaccuracy of the forward-looking statements or cause
actual results to differ materially from expected or desired results may include, without limitation, our inability to obtain adequate
financing, the significant length of time associated with drug development and related insufficient cash flows and resulting illiquidity,
our inability to expand our business, significant government regulation of pharmaceuticals and the healthcare industry, lack of product
diversification, volatility in the price of our raw materials, existing or increased competition, results of arbitration and litigation,
stock volatility and illiquidity, and our failure to implement our business plans or strategies. A description of some of the risks and
uncertainties that could cause our actual results to differ materially from those described by the forward-looking statements in this
Report appears in the section captioned “Risk Factors” and elsewhere in this Report.

Readers
are cautioned not to place undue reliance on forward-looking statements because of the risks and uncertainties related to them and to
the risk factors. We disclaim any obligation to update the forward-looking statements contained in this Report to reflect any new information
or future events or circumstances or otherwise.

Readers
should read this Report in conjunction with the discussion under the caption “Risk Factors,” our financial statements and
the related notes thereto, and other documents which we may file from time to time with the SEC.

3

EXPLANATORY
NOTE

As
used in this Current Report henceforward, unless otherwise stated or the context clearly indicates otherwise, the terms “Thunder
Energies,” the “Company,” the “Registrant,” “we,” “us,” and “our” refer
to Thunder Energies Corp.

The
information contained in this Current Report constitutes the current information necessary to satisfy the conditions contained in Rule
144(i)(2) under the Securities Act of 1933, as amended (the “Securities Act”).

4