Item 1.01.Entry into a Material Definitive Agreement.

On December 1, 2021, Beyond Commerce, Inc. (the "Company") entered into a binding letter of intent (the "LOI") with Elettricars Motor Company LLC, an Italy-based automotive engineering company ("Elettricars") regarding a proposed transaction pursuant to which the Company will acquire all of the U.S. rights to Elettricars' intellectual property (the "Proposed Transaction"). Pursuant to the LOI, the parties intend, subject to satisfaction of various conditions, including satisfactory due diligence by the parties, to negotiate and execute a definitive agreement in accordance with the terms set forth in the LOI.

Pursuant to the LOI, the Company has delivered an initial deposit of $50,000 (the "Escrow Deposit") into an escrow account. In the event the Proposed Transaction is not consummated as a result of the Company's failure to proceed to close the Proposed Transaction, funds of the Escrow Deposit shall be released to Elettricars for its use without restriction. In the event the Proposed Transaction is not consummated prior to the termination date, as will be set forth in a definitive agreement, the Escrow Deposit shall be returned to the Company. In addition, pursuant to the LOI, Elettricars has agreed that neither it and nor its affiliates will pursue, solicit or participate in negotiations with another party or enter into any agreement or commitments that would prevent, impede or materially delay the Proposed Transaction and that it will immediately notify the Company of offers with respect to alternative transactions during the term of the LOI.

All of the foregoing is subject to the execution of a definitive agreement.




Item 8.01.Other Events

On December 2, 2021, the Company issued a press release announcing its entry into the LOI. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.





 Item 9.01.Exhibits.



(d) Exhibits



Exhibit No.   Exhibit
99.1            Press release, dated December 2, 2021

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