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) October 3, 2023

SANTO MINING CORP.

(Exact name of registrant as specified in its charter)

WYOMING

333-169503

27-0518586

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

1000 BRICKELL AVE. STE 715 MIAMI, FL 33131

(Address of principal executive offices and Zip Code)

Registrant’s telephone number, including area code: 1-954-787-1770

1680 MICHIGAN AVE, SUITE 700-252, MIAMI BEACH, FL 33139

(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):

☐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:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
COMMON	SANP	OTC

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 1.01ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On October 3, 2023 Santo Mining Corp., (“SANTO” an or the “Company”) entered into a “SJV” Strategic Joint Venture with Planta Vida S.A.S. Under this SJV, the team will develop a interoperability layer1 blockchain, which will include a utility token, “PoS” proof of stake validator, “DAO” decentralized autonomous organization, “NFT” non-fungible token marketplace, web3 connector, multi-functional crypto wallet, explorer scanner dashboard, airdrop dashboard, KYC/AML, and a NFT anti-tamper proof security label incorporated into a loyalty reward program for consumer that scan the security NFT tags.

The Strategic Joint Venture is filed as Exhibit 1.1 to the Original Form 8-K and the foregoing description thereof is qualified in its entirety by reference to the full text of the Merger Agreement. The Strategic Joint Venture provides investors with information regarding its terms and is not intended to provide any other factual information about the parties. In particular, the assertions embodied in the representations and warranties contained in the Strategic Joint Venture were made as of the execution date of the Original Agreement only and are qualified by information in confidential disclosure schedules and any amendments thereof provided by the parties to each other in connection with the signing of the Original Strategic Joint Venture. These disclosure schedules contain information that modifies, qualifies, and creates exceptions to the representations and warranties set forth in the Strategic Joint Venture. Moreover, certain representations and warranties in the Strategic Joint Venture may have been used for the purpose of allocating risk between the parties rather than establishing matters of fact. Accordingly, you should not rely on the representations and warranties in the Strategic Joint Venture as characterizations of the actual statements of fact about the parties.

ITEM 7.01REGULATION FD DISCLOSURE.

As of October 3, 2023, Santo Mining Corp., (“SANTO” an or the “Company”) issued a press release (the “Press Release”) announcing the signing of a Strategic Joint Venture with Planta Vida S.A.S., The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information furnished under Item 1.01 and Item 7.01, including Exhibits 10.1 and 99.1 hereto, of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liabilities under that Section, nor shall it be deemed incorporated by reference into any registration statement or other filings of the Company made under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

ITEM 9.01FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

EXHIBIT NO.	DESCRIPTION

10 .1	Joint Venture and Operating Agreement with Planta Vida S.A.S.
99.1	Press Release dated October 3, 2023

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.

Date: October 3, 2023	SANTO MINING CORP.

	By: /s/ Franjose Yglesias
	Franjose Yglesias, CEO