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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): July 24, 2023
KEYSTAR
CORP.
(Exact
Name of Registrant as Specified in Charter)
Nevada |
|
000-56290 |
|
85-0738656 |
(State
or Other Jurisdiction
of
Incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
78
SW 7th Street,
Suite
500
Miami,
FL
|
|
33130
|
(Address
of Principal Executive Office) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (866)
783-9435
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 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act: None.
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR§230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if 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
7.01. Regulation FD Disclosure.
On
July 24, 2023, KeyStar Corp., a Nevada corporation, (the “Company”) issued a press release announcing the commencement
of an offering of up to $10.0 million of its Common Stock, par value $0.0001 per share (the “Shares”), at a purchase price
of $1.00 per share.
The
Company expects that a substantial amount of all of the proceeds of the Offering will be used by the Company to repay outstanding debt
and further the commercialization of its B2C sports betting business, including with respect to further development of the Company’s
software, marketing of its offering to customers and general and administrative expenses associated with the running of its business.
The
Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state or other
securities laws and may not be offered or sold in the United States absent an effective registration statement or an applicable exemption
from registration requirements or a transaction not subject to the registration requirements of the Securities Act or any state or other
securities laws. The Shares will be sold in a transaction exempt from registration under the Securities Act and will be sold only to
persons reasonably believed to be accredited investors in the United States under Securities and Exchange Commission (“SEC”)
Rule 506(c) under the Securities Act. This Current Report on Form 8-K does not constitute an offer to sell or a solicitation of an offer
to buy the Shares. There can be no assurance that the offering of Shares will be completed or that the Company will be able to raise
the full amount or a substantial amount of the intended maximum offering amount.
The
information in this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed”
for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject
to the liabilities of that section, and shall not be incorporated by reference into any filing under the Exchange Act or the Securities
Act except as expressly set forth by specific reference in such a filing.
This
Current Report on Form 8-K does not constitute an offer to sell nor a solicitation of an offer to buy the Shares. The Shares are not
required to be, and have not been, registered under the Securities Act in reliance on the exemptions provided by Regulation D (SEC Rule
506(c)) thereunder. Offers and sales of the Shares are made only by, and pursuant to, the terms set forth in the Confidential Private
Placement Memorandum relating to the Shares. The offering of the Shares is not being made to persons in any jurisdiction in which the
making or acceptance thereof would not be in compliance with the securities, blue sky, or other laws of such jurisdiction.
Forward
Looking Statements
This
Current Report on Form 8-K (this “Report”) contains certain forward-looking statements within the meaning of Section 27A
of the Securities Act and Section 21E of the Exchange Act. The Company intends such forward-looking statements to be covered by the safe
harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this
statement for purposes of complying with these safe harbor provisions. Any statements made in this Report that are not statements of
historical fact, including statements about our beliefs and expectations, are forward-looking statements and should be evaluated as such.
Forward-looking statements include information concerning possible or assumed future results or developments, and these statements often
include words such as “anticipate,” “expect,” “suggests,” “plan,” “believe,”
“intend,” “estimates,” “targets,” “projects,” “should,” “could,”
“would,” “may,” “profitable,” “will,” “forecast” and other similar expressions.
We base these forward-looking statements on our current expectations, plans and assumptions that we have made in light of our experience
in the industry, as well as our perceptions of historical trends, current conditions, expected future developments and other factors
we believe are appropriate under the circumstances at such time. Although we believe that these forward-looking statements are based
on reasonable assumptions at the time they are made, you should be aware that many factors could affect our business, results of operations
and financial condition and could cause actual results to differ materially from those expressed in the forward-looking statements. These
statements are not guarantees of future performance or results. The forward-looking statements are subject to and involve risks, uncertainties
and assumptions, and you should not place undue reliance on these forward-looking statements. These forward-looking statements include,
but are not limited to, statements concerning the offering by the Company of the Shares and the other important factors discussed under
the caption “Risk Factors” in our Form 10-K filed with the U.S. Securities and Exchange Commission on October 13, 2022, as
well as in the section entitled “Risk Factors” in the Confidential Private Placement Memorandum, each as may be updated from
time to time in subsequent filings. These cautionary statements should not be construed by you to be exhaustive and are made only as
of the date of this Report. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise, except as required by applicable law.
Item
9.01. Financial Statements and Exhibits
(d)
Exhibits
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
|
KEYSTAR
CORP. |
|
|
|
/s/
Anthony Fidaleo |
Date:
July 24, 2023 |
Anthony
Fidaleo |
|
Chief
Financial Officer |
Exhibit
99.1
KeyStar
Corp. Opens New Round Of Funding
Miami,
FL, July 24, 2023/Newswire/ — KeyStar Corp. (OTC: KEYR), has announced the opening of a new round of funding. The company
is targeting the sale of up to 8,000,000 shares of its common stock at a price of $1.00 per share, for an aggregate raise of $8 million,
but has authority from its board of directors to raise up to $10 million in total.
KeyStar
is raising this new round of funding under the exemption from registration provided by Rule 506(c) of Regulation D under the Securities
Act of 1933. Accordingly, it is only open to “accredited investors”, as defined by Rule 501 of Regulation D, whose accredited
status has been properly verified by a third party.
Interested
investors can email Mark Thomas at mark.thomas@keystarcorp.com for more information.
This
press release does not constitute an offer to sell nor a solicitation of an offer to buy any shares. The shares are not required to be,
and have not been, registered under the Securities Act in reliance on the exemption provided by Regulation D (SEC Rule 506(c)) thereunder.
Offers and sales of the shares are made only by, and pursuant to, the terms set forth in a Confidential Private Placement Memorandum
relating to the offering. The shares are not being offered to persons in any jurisdiction in which the making or acceptance thereof would
not be in compliance with the securities, blue sky or other laws of such jurisdiction.
Forward-Looking
Statements
This
press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private
Securities Litigation Reform Act of 1995, including statements regarding the potential offering. Forward-looking statements can be identified
by words such as: “to be”, “targeting”, “anticipate,” “intend,” “plan,” “seek,”
“believe,” “estimate,” “expect,” “strategy,” “likely,” “may,”
“should” and similar references to future events or periods. Forward-looking statements are neither historical facts nor
assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future
of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because
forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that
are difficult to predict and many of which are outside of our control, including the risk that we will not be able to raise sufficient,
or any, funding in connection with the offering of shares or that the terms of any funding will not be favorable to us. Therefore, you
should not rely on any of these forward-looking statements. Any forward-looking statement made by us in this press release is based only
on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update
any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future
developments or otherwise.
For
press inquiries, please contact:
KeyStar
Corp.
Mark
Thomas
mark.thomas@keystarcorp.com
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