8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): November 7, 2023

Star Alliance International Corp.

(Exact name of small business issuer as specified in its charter)

Nevada	333-197692	37-1757067
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

2900 West Sahara Avenue, #800 Las Vegas, NV 89102

(Address of principal executive offices)

(833) 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):

☐ 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
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).

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 8.01 Changes in Registrant’s Certifying Accountant.

Star alliance International Corp (“STAL”) signed an Memorandum of Understanding (“MOU”) with the Knightsbridge Group (:Knightsbridge”) TOGETHER THE “Parties”. outlining the mutual intentions of the Parties to collaborate and leverage their respective strengths to achieve the following objectives:

1. Market Expansion in Asia: Knightsbridge will assist STAL in identifying and tapping into new investor markets in Asia. This includes providing market research, strategy development, and networking to facilitate STAL's investor outreach.

2. Development of Gold-Backed Digital Asset: Knightsbridge will develop and issue a DGC (Digital Gold Coin) backed by STAL’s gold assets.

3. Exploration of Digital Asset Opportunities: Knightsbridge will work with STAL to explore additional opportunities related to digital assets, equity, and derivatives that can enhance STAL's financial standing and growth.

4. Legal Representation: Knightsbridge will provide legal representation and advisory services to STAL in Asian markets and with foreign regulators, ensuring that STAL operates within the regulatory framework and remains compliant with applicable laws.

5. Equity Issuance: In consideration of the services provided by Knightsbridge, STAL will issue 50,000 shares of Preferred D and 48,000,000 shares of common to Knightsbridge Group. In addition, STAL will allow Knightsbridge to retain 10% of the DGC (Digital Gold Coin) which will be developed and issued specifically for this project.

The specific terms of the Series D Preferred Shares are yet to be determined and will be negotiated and disclosed upon completion of the definitive agreement.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.	Description
10.1	Signed MOU between Star Alliance International Corp. and the Knightsbridge Group
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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.

Star Alliance International Corp.

/s/ Anthony L. Anish                        

Anthony L. Anish
Chief Financial Officer

Date: November 14, 2023

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EX-16.1

Exhibit 10.1

MEMORANDUM OF UNDERSTANDING (MOU)

BETWEEN:

Star Alliance International Corp. (OTC: STAL)

(Hereinafter referred to as “STAL”)

Address: [STAL Address]

AND

The Knightsbridge Group

(Hereinafter referred to as “Knightsbridge”)

Address: [Knightsbridge Address]

BACKGROUND:

1. STAL is a publicly listed Gold Miner with substantial Gold Reserves.

2. Knightsbridge is a financial services provider with expertise in financial market expansion, digital asset management, and legal representation.

PURPOSE:

This Memorandum of Understanding (MOU) outlines the mutual intentions of STAL and Knightsbridge to collaborate and leverage their respective strengths to achieve the following objectives:

TERMS:

1. Market Expansion in Asia: Knightsbridge will assist STAL in identifying and tapping into new investor markets in Asia. This includes providing market research, strategy development, and networking to facilitate STAL's investor outreach.

2. Development of GoldBacked Digital Asset: Knightsbridge will develop and issue a DGC (Digital Gold Coin) backed by STAL’s gold assets.

3. Exploration of Digital Asset Opportunities: Knightsbridge will work with STAL to explore additional opportunities related to digital assets, equity, and derivatives that can enhance STAL's financial standing and growth.

4. Legal Representation: Knightsbridge will provide legal representation and advisory services to STAL in Asian markets and with foreign regulators, ensuring that STAL operates within the regulatory framework and remains compliant with applicable laws.

5. Equity Issuance:In consideration of the services provided by Knightsbridge, STAL will issue 50,000 shares of Preferred and 48,000,000 shares of common to Knightsbridge Group. In addition, STAL will allow Knightsbridge to retain 10% of the DGC (Digital Gold Coin) which will be developed and issued specifically for this project.

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CONFIDENTIALITY:

Both STAL and Knightsbridge agree to treat all nonpublic information obtained during the course of this collaboration with the utmost confidentiality and will not disclose such information to third parties without prior written consent from the other party.

GOVERNING LAW:

This MOU shall be governed by and construed in accordance with the laws of the jurisdiction specified in a subsequent agreement between the parties.

TERMINATION:

This MOU may be terminated by either party with30 dayswritten notice to the other party. Termination of this MOU will not affect any obligations or agreements already in place, which shall continue to be binding on the parties.Termination will not occur prior to the introduction of the Digital Gold Coin.

ENTIRE AGREEMENT:

This MOU constitutes the entire agreement between STAL and Knightsbridge and supersedes all prior agreements and understandings, whether written or oral.

ACCEPTANCE:

This MOU is accepted by:

For Star Alliance International Corp. (STAL):

Signature: /s/ Richard Carey                       

Name: Richard Carey

Title:President and Chairman

Date:November 6, 2023

For The Knightsbridge Group:

Signature: /s/ David Chiapowski                     

Name: David Chiapowski

Title: Sr Managing Director

Date: November 6, 2023

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XML

Cover	Nov. 07, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 07, 2023
Entity File Number	333-197692
Entity Registrant Name	Star Alliance International Corp.
Entity Central Index Key	0001614556
Entity Tax Identification Number	37-1757067
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	2900 West Sahara Avenue
Entity Address, Address Line Two	#800
Entity Address, City or Town	Las Vegas
Entity Address, State or Province	NV
Entity Address, Postal Zip Code	89102
City Area Code	(833)
Local Phone Number	443-7827
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false