Explanatory Note

Explanatory Note

RYSE Inc. has prepared this Form 1-A/A solely for the purpose of filing Exhibit 11.

PART III

INDEX TO EXHIBITS

1.	Agreement with broker-dealer*
2.1	Certificate and Articles of Incorporation as Amended*
2.2	Bylaws as Amended*
2.3	Certificate of Share Split Amendment*
4.	Form of Subscription Agreement**
6.1	Voting Trust Agreement as Amended*
6.2	Shareholders Agreement as Amended*
6.3	Employment Agreement Xxxx Xxxxx*
6.4	Employment Agreement Xxxx Xxxxxxx*
6.5	Employment Agreement Xxxx Xxxxx*
11.	Consent of Auditing Accountant
12.	Opinion of Xxxxx Xxxxxx LLP*
13.	Testing the Waters Materials**
14.	Form F-X*

 ___________________ 

* Previously filed.

** To be filed by amendment

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SIGNATURES

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this Offering Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Toronto, Ontario, on May 11, 2022.

	RYSE Inc.
	By	/s/ Xxxxx Xxxx
		Xxxxx Xxxx, Chief Executive Officer

This Offering Statement has been signed by the following persons in the capacities and on the dates indicated.

By	/s/ Xxxxx Xxxx
	Xxxxx Xxxx, Chief Executive Officer, principal accounting officer, principal financial officer and Director
	Date:  May 11, 2022

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