Form 8-K - Current report

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) August 28, 2023

P2 SOLAR, INC.
(Exact name of registrant as specified in its charter)

Delaware		333-91190		98-0234680
State or other jurisdiction of incorporation		(Commission File Number)		(IRS Employer Identification Number)

UNIT 250, 2411 – 160th Street, Surrey, British Columbia, Canada		V3S 0C8
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (778) 371-3571


(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: None

Title of Each Class	Trading Symbol(s)	Name of each exchange on which registered

Securities registered pursuant to section 12(g) of the Act:

None
(Title of class)

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. OTHER EVENTS.

On August 28, 2023, the Issuer announced the filing of its Form 10-K for the year ended March 31, 2023 and its Form 10Q for the interim period ended June 30, 2023 and the filing of all required disclosure documents with the British Columbia Securities Commission (BCSC) to bring its filing obligations in British Columbia as an OTC Report Issuer up to date. The Issuer also reported raising $75,000 of a $110,000 private placement through debt securities convertible into common shares. The private placement shares were issued pursuant to a partial revocation order issued by the BCSC on November 24, 2022 to allow the private placement despite the Issuer's securities remaining under a cease trade order issued by the BCSC on March 6, 2015. The Issuer intends to seek a full revocation of the order now that it has met its filing obligations, though this outcome is not guaranteed.

Further information is set out in the press release attached as Exhibit 99.1.

ITEM 9.01. FINANCIAL STATEMENT AND EXHIBITS.

(d) Exhibits.

99.1

Press Release. *

* Filed Herewith

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.

		P2 SOLAR, INC.

Date: August 28, 2023		/s/ Raj-Mohinder S. Gurm
		Raj-Mohinder S. Gurm, Chief Executive Officer (Principal Executive Officer)

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Cover	Aug. 28, 2023
Cover [Abstract]
Entity Registrant Name	P2 SOLAR, INC.
Entity Central Index Key	0001172069
Document Type	8-K
Amendment Flag	false
Entity Emerging Growth Company	true
Document Period End Date	Aug. 28, 2023
Entity Ex Transition Period	true
Entity Incorporation State Country Code	DE
Entity File Number	333-91190
Entity Tax Identification Number	98-0234680
Entity Address Address Line 1	UNIT 250
Entity Address Address Line 2	2411 – 160th Street
Entity Address City Or Town	Surrey
City Area Code	778
Local Phone Number	371-3571
Entity Address Postal Zip Code	V3S 0C8
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Address Country	CA
Entity Address State Or Province	BC