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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): February 9, 2024

 

GRAPHENE & SOLAR TECHNOLOGIES LIMITED

(Exact name of registrant as specified in its charter)

 

colorado

 (State or other jurisdiction of incorporation)

 

333-174194

(Commission file number)

 

27-2888719

(I.R.S. Employer Identification Number)

 

11201 North Tatum Boulevard

Suite 300

Phoenix, AZ

(Address of principal executive offices)

 

85028

(Zip Code)

 

(602)-388-8335

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 2459.244a-12)

 

☐      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 2459.244d-2(b))

 

☐      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 2459.243e-4c))

 

Securities registered pursuant to Section 12(b) of the Act.

  

Title of Each Class   Trading Symbol   Name of Each Exchange on which registered
NONE   NONE   NONE

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)

 

Emerging growth company  ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 
 

 

Item 1.01- Entry Into a Material Definitive Agreement

 

On February 9, 2024, Graphene & Solar Technologies Limited (GSTX) entered into a non-binding Memorandum of Understanding (MOU) with American Solar Manufacturing Company, a Delaware Corporation. (ASMC) (GSTX and ASMC referred to hereinafter as the “Parties”).

 

The MOU outlines general terms and conditions for GSTX and ASMC to establish a Joint Venture Corporation (JVCO) to manufacture silicon wafers for supply to the solar industry. Under the terms of the MOU, GSTX will own 75% of the JVCO equity and ASMC will own 25% of the JVCO equity. GSTX will fund an initial $10M for working capital, and ASMC will provide world leading technical expertise and executive management to JVCO.

 

It is agreed that if negotiations become successful upon completing necessary due diligence and verifications, the parties would proceed accordingly with a definitive agreement within 60-days of signing the MOU.

 

ASMC specializes in providing a hands-on team of internationally recognized executives, senior managers, engineers and technologists, all leaders in their fields, to help build Semiconductor and PV supply chains. 

 

Financial  Item 9.01 -Financial Statements and Exhibits.

 

(a) Financial statements of business acquired. Not applicable.

 

(b) Pro forma financial information. Not applicable.

 

(c) Shell company transactions. Not applicable.

 

(d) Exhibits.

   
Number Description
XX.XX Non-binding Memorandum of Understanding (MOU)

 

 
 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: February 9, 2024 Graphene & Solar Technologies Limited
     
  By: /s/ JASON MAY
  Name: Jason May
  Title: Chief Executive Officer and Director

 

 

 

Exhibit 99.1

 

 
 

 

 
 

 

 
 

 

 

 

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Cover
Feb. 09, 2024
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Feb. 09, 2024
Entity File Number 333-174194
Entity Registrant Name GRAPHENE & SOLAR TECHNOLOGIES LIMITED
Entity Central Index Key 0001497649
Entity Tax Identification Number 27-2888719
Entity Incorporation, State or Country Code CO
Entity Address, Address Line One 11201 North Tatum Boulevard
Entity Address, Address Line Two Suite 300
Entity Address, City or Town Phoenix
Entity Address, State or Province AZ
Entity Address, Postal Zip Code 85028
City Area Code (602)
Local Phone Number 388-8335
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security NONE
Trading Symbol NONE
Security Exchange Name NONE
Entity Emerging Growth Company true
Elected Not To Use the Extended Transition Period false
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