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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/22/23 Star Alliance International Corp. 8-K:1,9 3/15/23 12:890K GlobalOne Filings Inc/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 26K 2: EX-10.1 Registration Rights Agreement HTML 168K 3: EX-10.2 Stock Purchase Agreement HTML 415K 7: R1 Cover HTML 40K 10: XML IDEA XML File -- Filing Summary XML 12K 8: XML XBRL Instance -- star_8k_htm XML 14K 9: EXCEL IDEA Workbook of Financial Reports XLSX 8K 5: EX-101.LAB XBRL Labels -- stal-20230315_lab XML 96K 6: EX-101.PRE XBRL Presentations -- stal-20230315_pre XML 64K 4: EX-101.SCH XBRL Schema -- stal-20230315 XSD 13K 11: JSON XBRL Instance as JSON Data -- MetaLinks 25± 35K 12: ZIP XBRL Zipped Folder -- 0001683168-23-001657-xbrl Zip 141K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): i March 15, 2023
i Star Alliance International Corp.
(Exact name of small business issuer as specified in its charter)
| i Nevada | i 333-197692 | i 37-1757067 |
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(IRS Employer Identification No.) |
| i 5743 Corsa Avenue Suite 218, i Westlake Village, i CA i 91362 |
| (Address of principal executive offices) |
| i (833) i 443-7827 |
| (Issuer’s telephone number) |
|
______________________________________________________ (Former name or former address, if changed since last report) |
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 (see General Instruction A.2. below):
| i ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| i ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| i ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| i ☐ | 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:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| None | N/A | N/A |
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).
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. ☐
SECTION 1 – Registrant’s Business and Operations
| Item 1.01 | Entry into a Material Definitive Agreement |
On March 15, 2023, Star Alliance International Corp. (“Star”) entered into Common Stock Purchase Agreement (the “SPA”) and a Registration Rights Agreement (the “RRA”) with Keystone Capital Partners, LLC (“Keystone”). Under the SPA, Star may issue a total of up to 75,000,000 shares of its common stock to Keystone pursuant to separate purchase notices to be delivered by Star to Keystone from time to time. Each purchase notice delivered by Star to Keystone may be for not less than $20,000 and not more than $75,000 worth of Star’s common stock, to be sold at a price per share equal to 85% of the average of the closing share prices for Star’s common stock for the 5 trading days preceding the purchase. In order for Star to issue a valid purchase notice to Keystone, the applicable purchase price must be not less than $0.01 per share, at least 2 trading days must have passed since the last purchase notice, and Star must be in continuing compliance with the terms, conditions, and covenants of the SPA. Under the SPA, Keystone’s beneficial ownership of Star’s common stock is limited such that Keystone may not purchase shares of Star’s common stock to the extent that, immediately following such purchase, Keystone would own more than 4.99% of Star’s total issued and outstanding common stock.
As additional consideration to Keystone under the SPA, Star has agreed to issue Keystone commitment shares as follows: (i) 1,000,000 shares on the date the SPA was executed; (ii) 500,000 shares upon the effective date of registration statement discussed below; and (iii) additional common stock having a value of $75,000 upon Keystone having invested at least $500,000 in Star common stock under the SPA.
The RRA executed in connection with the SPA requires Star to file a registration statement with the Securities and Exchange Commission covering Keystone’s re-sale of the common stock to be purchased under the SPA as well as the commitment shares. The registration statement must be filed within 30 days of the signing date of the SPA, and Star is required to diligently pursue effectiveness of the registration statement as more specifically set forth in in the RRA. Effectiveness of the registration statement as required under the RRA is a condition to Star’s ability to deliver purchase notices to Keystone under the SPA.
The SPA and the RRA contain numerous additional terms, covenants, and conditions and should be reviewed in their entirety for additional information.
SECTION 9 – Financial Statements and Exhibits
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit No. | Description | |
| 10.1 | Registration Rights Agreement | |
| 10.2 | Stock Purchase Agreement | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
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.
Star Alliance International Corp.
/s/ Anthony L. Anish
Anthony L. Anish
Chief Financial Officer
Date: March, 20, 2023
| 3 |
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed as of: | 3/22/23 | None on these Dates | ||
| Filed on: | 3/21/23 | |||
| For Period end: | 3/15/23 | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/30/24 Star Alliance International Corp. S-1/A 47:18M GlobalOne Filings Inc/FA 4/08/24 Star Alliance International Corp. S-1/A 45:17M GlobalOne Filings Inc/FA 12/27/23 Star Alliance International Corp. S-1/A 46:17M GlobalOne Filings Inc/FA 10/13/23 Star Alliance International Corp. 10-K 6/30/23 54:17M GlobalOne Filings Inc/FA 8/28/23 Star Alliance International Corp. S-1/A 50:19M GlobalOne Filings Inc/FA 6/15/23 Star Alliance International Corp. S-1 56:18M GlobalOne Filings Inc/FA |