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): March 22, 2024

9565 Waples Street, Suite 200

San Diego CA  92121

(Address of principal executive offices, including zip code)

(800) 705-2919

(Registrant's telephone number, including area code)

Not applicable

(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 240.24d-2(b))

☐     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.23e-4(c))’

Securities registered pursuant to Section 12(b) of the Act:

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. ☐

On March 22, 2024, Astra Energy Inc. ("Astra" or the “Company”) through a subisidary entered into a Joint Venture Agreement (the "Agreement") with Powertron Global LLC ("Powertron").

Pursuant to the Agreement, Astra and Powertron will partner to sell or resell power and engage on a non-exclusive basis in the sale of the Holcomb Energy Systems LLC In-line power generator products and services to the end user for use in the waste-to-energy marketplace.

In consideration of the Agreement:

This transaction is distinct from the Agreement made on March 08, 2024, where Astra Energy Inc. (the “Company”) entered into a Joint Venture Agreement (the "Agreement") with Powertron Global LLC ("Powertron") to form a new joint venture company (“Newco”) to assign the Regreen Technologies Inc. patents into and in exchange for doing so will recieve a total of $5,000,000 by way of; $1,000,000 cash, a $4,000,000 180 day promissory note with an annual interest rate of 7.5% and interest only monthly payments. In addition Astra will be issued 4,000,000 shares of common stock or 40% equity in the Newco.