UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01 Other Events
On September 5, 2023, the Board of Directors of Astra Energy Inc. (“Astra”) unanimously approved a resolution to commence the process of listing its subsidiary Regreen Technologies Inc. (“Regreen” or “Spinco”) on a senior US exchange with an accompanying IPO or to spin-out Regreen into an existing company on a senior US exchange.
Under the Arrangement, Astra will distribute common shares (each, a “Spinco Share”) of Spinco to Astra’s shareholders. Once the Arrangement becomes effective, Astra shareholders of record will ultimately own shares in two public companies: Spinco, which will focus on the manufacturing, licensing and distribution of equipment based on the patented technology and Astra, the parent company, will continue with both the development of its clean and renewable energy projects abroad and the advancement of the Holcomb Energy Systems Technology initiatives.
The Company will need to take several steps to facilitate the completion of the spin-out. As a first step to preparing stand-alone carve-out financial statements. Furthermore, there are several important internal and external considerations, approvals and conditions that will drive the ultimate timing and structure of any transaction, including, but not limited to, consideration of one-time costs; capital market conditions; determination of the pro forma capitalizations Spinco; final approval by the Company’s Board of Directors; receipt of applicable regulatory approvals; tax considerations, including receipt of any applicable opinions and/or rulings with respect to the U.S. federal income tax treatment of the transaction; and compliance with U.S. securities laws and stock exchange rules and any shareholder vote requirements that may be applicable. Many of these considerations, approvals and conditions will be influenced by and/or be dependent on the specific structure that is ultimately selected.
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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.
| ASTRA ENERGY, INC. |
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Dated: September 5, 2023 | By: | /s/ Ronald W. Loudoun |
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| Ronald W. Loudon |
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| CEO |
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