Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

On January 8, 2021, Rideshare Rental, Inc., a Delaware corporation (the "Company"), issued a stand-alone $500,000 convertible promissory note (the "Note") to Mr. John Gray, principal of one of the Company's largest stockholders, the Gray Mars Venus Trust, Arizona 2015, an Arizona asset management limited partnership (the "Gray Trust"), in return for a loan extended by Mr. Gray to the Company in the principal amount of the Note.

The Note will accrue interest at a fixed rate of 6% and will mature on January 6, 2022. Any unpaid principal balance on the Note may be converted at any time, at the option of Mr. Gray, into shares of the Company's Common Stock, par value $0.000001 per share (the "Common Stock"), at a price of $0.50 per share. Upon conversion, the common shares Mr. Gray receives will have registration rights, as specified in the Note.

The Company will apply the principal of the loan toward working capital.

The foregoing description of the Note is qualified in its entirety by reference to the Note, which is filed as Exhibit 4.1 hereto and incorporated herein by reference. A press release announcing the Note and the corollary loan extended to the Company by Mr. Gray, issued on January 12, is filed herewith as Exhibit 99.1.




Item 8.01 Other Events

On January 13, 2021, the Company issued a press release announcing that, effective as of January 8, an entity controlled by the Company's chief executive officer, Mr. Ramy El-Batrawi, has received five million shares of Common Stock from the Gray Trust.

In September 2019, prior to the Company's initial public offering in November 2019 (the "IPO"), Mr. El-Batrawi, acting through a Delaware limited liability company that he is managing member of, X, LLC ("X LLC"), had sold 5,525,000 shares of Common Stock to the Gray Trust in consideration of a non-interest bearing (unless there was an event of default) promissory note in the principal amount of $16,575,000. No payments under this note were ever made.

In light of the market price of the Common Stock since the IPO, Mr. El-Batrawi has agreed to cancel this note and have the bulk of the shares transferred back to X LLC. In October 2020, Mr. El-Batrawi, while he temporarily held power of attorney over the shares of Common Stock held by the Gray Trust, had agreed to transfer 500,000 of such shares of Common Stock to a non-affiliated third party. In addition, in light of the Gray Trust's contributions to and efforts on behalf of the Company, Mr. El-Batrawi has elected to gift 25,000 shares of Common Stock to the Gray Trust. Mr. El-Batrawi will have voting and dispositive power over the five million shares of Common Stock X LLC has received from the Gray Trust.

Both X LLC and the Gray Trust filed Forms 4 reporting these transactions on January 12, and a copy of the press release announcing them is filed herewith as Exhibit 99.2.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits



Exhibit No.   Description

4.1             Convertible Promissory Note issued to Mr. John Gray, dated January
              8, 2021

99.1            Press release dated January 12, 2021

99.2            Press release dated January 13, 2021

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