EXPLANATORY NOTE
Immersed Inc. has prepared and filed this Pre-Qualification
Amendment No. 3 on Form 1-A/A solely for the purpose of updating the auditor’s consent (Exhibit 11.1 Consent of Independent
Auditor).
PART III –
EXHIBITS
| Exhibit No. |
|
Description |
| 2.1* |
|
Amended
and Restated Certificate of Incorporation dated May 13, 2021 |
| 2.2* |
|
Amendment
dated November 19, 2021, to the Amended and Restated Certificate of Incorporation |
| 2.3* |
|
Amendment
dated October 24, 2023, to the Amended and Restated Certificate of Incorporation |
| 2.4* |
|
Certificate
of Designation of Series 1 Convertible Preferred Stock dated May 13, 2021 |
| 2.5* |
|
Amendment
dated November 19, 2021 to the Certificate of Designation of Series 1 Preferred Stock |
| 2.6* |
|
Second Amended and Restated Certificate of Incorporation dated December 29, 2025 |
| 2.7* |
|
Bylaws
of Immersed Inc. (former AraJoy, Inc.) |
| 4.1* |
|
Form of Subscription Agreement |
| 6.1* |
|
Agreement with DealMaker Securities LLC (and affiliates), dated October 28, 2025 |
| 6.2* |
|
Advisor
Agreement between the Immersed Inc. and Lonsdale Enterprises Inc., dated May 18, 2023 |
| 6.3* |
|
Form of
indemnification agreement for directors and officers |
| 6.4* |
|
2017
Stock Option Plan, as amended on September 30, 2019, May 13, 2021, February 1, 2022, November 14, 2022, and October 20, 2025 |
| 6.5* |
|
2017
Form of Stock Option Agreement |
| 6.6* |
|
2025 Equity Incentive Plan |
| 6.7* |
|
2025 Form of Stock Option Agreement |
| 6.8* |
|
Founder Stock Exchange Agreement, dated December 29, 2025 |
| 11.1** |
|
Consent of Independent Auditor |
| 12.1* |
|
Opinion
of Greenberg Traurig, P.A. regarding legality of the securities covered in this Offering |
* Previously filed.
** Filed herewith.
SIGNATURES
Pursuant to the requirements
of Regulation A, as amended, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for
filing this pre-qualification amendment to the Offering Statement on Form 1-A/A and has duly caused this Offering Circular and the
correlating Offering Statement to be signed on its behalf, by the undersigned, thereunto duly authorized, in the city of Austin, Texas
on this 31st day of December 2025.
This Offering Statement has
been signed by the following persons in the capacities and on the dates indicated.
| |
IMMERSED INC. |
| |
|
| |
By: /s/ Renji
Bijoy |
| |
Name: Renji Bijoy
Title: Founder and Chief Executive Officer |