UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, ~~D.C.~~DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~Securities~~Date ~~Exchange~~of ~~Act~~Report (Date of ~~1934~~earliest event reported): November 21, 2023

~~Date~~Hero ofTechnologies ~~Report~~Inc. (~~date~~Exact name of ~~earliest~~registrant ~~event~~as ~~reported):~~specified ~~November~~in 7,its ~~2022~~charter)

HERO TECHNOLOGIES, INC. (Exact name of Registrant as specified in its charter)

Nevada

333-261062

77-0643398

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

Nevada		000-52419		77-0643398
(State or other jurisdiction of incorporation)		(Commission File No.)		(IRS Employer Identification No.)

8 The Green Suite 4000,

~~8 The Green Suite 4000,~~ Dover, DE 19901

(Address of principal executive offices, including ~~Zip~~zip ~~Code~~code)

(Registrant’s telephone number, including area code): (~~818~~302) ~~855~~538-~~8199~~4165

~~Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:~~N/A

~~☐ Written communications pursuant to Rule 425 under the Securities Act~~ (~~17CFR~~Former ~~230.425)~~name ☐or ~~Soliciting~~former ~~material~~address, ~~pursuant~~if tochanged ~~Rule~~since ~~14a-12~~last ~~under the Exchange Act (17 CFR 240.14a-12~~report) ☐ 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-14c))

~~Securities~~Check ~~registered~~the ~~pursuant~~appropriate box below if the Form 8-K filing is intended to ~~Section~~simultaneously ~~12(b)~~satisfy the filing obligation of the ~~Act~~registrant under any of the following provisions (see General Instruction A.2. below):

~~Title~~☐ Written ofcommunications ~~Each~~pursuant ~~Class~~to ~~Trading~~Rule ~~Symbol(s)~~425 ~~Name~~under ofthe ~~Each~~Securities ~~Exchange~~Act on(17 ~~Which~~CFR ~~Registered None N/A N/A~~230.425)

~~Indicate~~☐ Soliciting bymaterial ~~check~~pursuant ~~mark~~to ~~whether the registrant is an emerging growth company as defined in~~ Rule ~~405 of the Securities Act of 1933 (§203.405 of this chapter) or Rule 12b~~14a-212 ofunder the ~~Securities~~ Exchange Act ~~of 1934~~ (~~§204.12b-2~~17 ofCFR ~~this chapter~~240. 14a-12)

~~Emerging~~☐ Pre-commencement ~~growth~~communications ~~company~~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))

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~~Item 15.0102. ~~ENTRY~~Departure ~~INTO~~of ADirectors ~~MATERIAL~~or ~~DEFINITIVE~~Certain ~~AGREEMENT~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

OnDeparture ~~November~~of 3,Directors ~~2022,~~or ~~the~~Certain ~~Company entered into a Standby Equity Commitment Agreement with MacRab, LLC (“MacRab”)~~Officers

~~Under~~On ~~the~~November ~~Agreement~~21, ~~sometimes~~2023, ~~commonly~~Gina ~~referred~~Serkasevich toresigned asfrom anthe ~~"Equity~~positions ~~Line",~~of ~~MacRab~~Chief ~~agreed~~Executive toOfficer ~~provide~~(CEO) ~~the~~and ~~Company~~Chief ~~with~~Financial upOfficer to(CFO) ~~$3,000,000~~ of ~~funding~~Hero ~~through~~Technologies Inc. (the ~~purchase~~“Company”) ofeffective ~~shares~~as of ~~the~~November ~~Company’s~~21, ~~common stock~~2023.

~~During~~Appointment ~~the term~~ of ~~the~~Chief ~~Agreement,~~Executive ~~the~~Officer ~~Company,~~and atNew ~~its sole discretion, may deliver a Put Notice to MacRab which will specify the number of shares which the Company wants to sell under the Agreement~~Director. ~~The maximum amount the Company can sell at any one time is the lesser of $250,000, or:~~

·Effective ~~200%~~November of22, ~~the~~2023, ~~average~~Destiny ~~trading~~Aigbe, ~~volume~~was ofappointed ~~the~~as ~~Company's~~Chief ~~common~~Executive ~~stock;~~Officer ·and ~~during~~sole director in Board of Directors (the ~~six~~“Board”) ~~trading~~of ~~days~~Hero ~~immediately~~Technologies ~~preceding~~Inc. (the ~~Put~~“Company”). ~~Date;~~Mr. ·Aigbe ~~multiplied~~will byprovide ~~the~~professional ~~lowest~~services ~~volume~~concerning ~~weighted~~strategy, ~~average~~analysis, ~~price~~and ofother managerial services for the Company's ~~common~~as ~~stock;~~it orraises ·funds ~~during~~and ~~the~~deploys ~~six~~capital ~~trading~~to ~~days~~grow ~~immediately~~its ~~preceding~~vertically ~~the~~integrated ~~Put~~artificial ~~Date~~intelligence (AI) business and operates these businesses.

AOn ~~closing~~November ~~will~~22, ~~occur~~2023, ~~within~~the ~~eight~~Company ~~trading~~entered ~~days~~into ~~following~~an employment agreement (the ~~delivery~~“Agreement”) ofwith ~~the~~Mr. ~~Put~~Aigbe ~~Notice~~for his service as Director and Chief Executive Officer. OnThe ~~any~~Agreement ~~Closing~~provides ~~Date~~that Mr. Aigbe’s compensation will consist of a)$10,000 per month, payable on the ~~Company~~first ~~will~~of ~~sell~~each calendar month, and ~~MacRab~~b) ~~will~~20% ~~purchase,~~of the ~~shares~~Company’s ofrevenue or cash flow, whichever is higher revenue or cash flow could be calculated based on the Company’s ~~common~~filed Quarterly Reports and paid on a quarterly basis within 45 days of the conclusion of each fiscal quarter or immediately, when cash flow hits the bank account of Hero Technologies Inc. or a subsidiary, and c) $300,000 worth of stock ~~specified~~of inHero Technologies Inc., every year, trading under the ~~Put~~ticker ~~Notice~~symbol “HENC” on the OTC Markets subject to the lock-up/leak-out terms. There are no arrangements or understandings between Mr.Aigbe and any other person pursuant to which he was selected as a director, and there are no transactions related to the Company in which Mr. Aigbe has an interest requiring disclosure under Item 404(a) of Regulation S-K.

The ~~amount~~foregoing todescription beof ~~paid~~the Agreement and/or compensation terms are qualified in their entirety by ~~MacRab~~reference to the full text of the Agreement, which is filed as Exhibit 10.1 to this Current Report on aForm ~~particular~~8-K ~~Closing~~and ~~Date~~is ~~will~~incorporated beby ~~determined:~~reference herein.

·Item by9.01. ~~multiplying~~Financial ~~the~~Statements ~~number~~and of shares to be sold; · by 89% of the average of the two lowest volume weighted average prices of the Company's common stock; or · during the six trading days following the delivery of the shares to MacRab as specified in the Put NoticeExhibits.

~~The~~(d) ~~Company is under no obligation to submit any Put Notices~~Exhibits.

The Standby Equity Commitment Agreement will terminate on November 3, 2024 unless sooner terminated pursuant to the terms of the Agreement. The Company has agreed to file a registration statement with the Securities and Exchange Commission so that the shares of common stock to be sold to MacRab may be sold in the public market.

Exhibit No.		Description
10.1		Executive Employment And Consulting Agreement dated as of November 22, 2023 between Hero Technologies Inc. and Destiny Aigbe
104		Cover Page Interactive Data File (embedded within the Inline XBRL Document)

~~Item 9.01 Financial Statement and Exhibits~~2

Number		Description
10.3		Standby Equity Commitment Agreement
10.4		Registration Rights Agreement
104		Cover Page Interactive Data File (embedded within the Inline XBRL Document)

SIGNATURES

2Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

SIGNATURES

	HERO TECHNOLOGIES INC.

Date: November 28, 2023	By:	/s/ Destiny Aigbe
	Name:	Destiny Aigbe
	Title:	Chief Executive Officer

~~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.~~ 3

	HERO TECHNOLOGIES, INC.
Date: November 7, 2022	By:	/s/ Gina Serkasevich
		Gina Serkasevich, Chief Executive Officer

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