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~~February 192, ~~2025 (December 30, 2024)~~2026

BLACKWELL 3D CONSTRUCTION CORP.

(Exact name of registrant as specified in its charter)

Nevada	000-54452	80-0778461
(State or other jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification Number)

706-12 Bayswater Bay By Omniyat

Business Bay, Dubai 00000

United Arab Emirates

Tel.: +1 7027180807

(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

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))

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 Company 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 ☒

BLACKWELL 3D CONSTRUCTION CORP.

Form 8-K

Current Report

~~Item~~ITEM 5.0206 ~~Departure~~– ofCHANGE ~~Directors~~IN orSHELL ~~Certain~~COMPANY ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~STATUS

~~The~~Following ~~Board~~the ofeffectiveness ~~Directors~~ of ~~Blackwell~~its 3Dregistration ~~Construction~~statement ~~Corp.~~on ~~(the~~Form ~~“Company”)~~10 ~~appointed~~in ~~Mahesh~~February ~~Krishnamurthy (“Mr. Krishnamurthy”)~~2025, asBlackwell a3D ~~member~~Construction ~~of the Board of Directors and Mr~~Corp. ~~Krishnamurthy accepted such appointment effective December 30, 2024 and Shrihari Allangala~~ (~~“Mr.~~the ~~Allangala~~“Company”), asbegan aexecuting ~~member~~its ofstated ~~the~~plan ~~Board~~ of ~~Directors~~operations ~~and~~through ~~Mr.~~a ~~Allangala~~series accepted such appointment effective January 10, 2025. The Company believes that Mr. Krishnamurthy and Mr. Allangala possesses the skills, attributes, and relevant experience that qualify them to serve as members of ~~the~~substantive ~~Company’s board of directors~~operational, ~~including his leadership skills~~commercial, and ~~experience~~regulatory activities.

~~Director~~In ~~Biographies:~~particular, during the first quarter of 2025, the Company undertook the following actions in furtherance of its business:

Mr. Mahesh Krishnamurthy:

	·	On February 14, 2025, the Company placed an order for a specialized large-scale 3D construction printing machine integral to its business operations. This represented a deployment of capital toward core operating assets and a concrete step beyond planning-stage activities.

	·	On March 27, 2025, the Company applied for a real estate development license in Dubai in connection with a specific development project. This involved regulatory engagement tied to execution of the Company’s stated business plan, rather than exploratory or conceptual activity.

~~Mr.~~In ~~Krishnamurthy~~addition isto athese ~~business~~discrete ~~leader and Chartered Accountant with over 30 years of experience in financial strategy~~actions, ~~project financing, structured debt, M&A, and wealth management. Specifically, from November 2020 through~~ the ~~present,~~Company heincurred ~~has~~ongoing ~~served~~operating asexpenditures ~~a Member the Board of Directors of R&D Capital Advisors Private Limited, located in Chennai, India, where he was instrumental in spearheading strategic growth initiatives for startups~~ and ~~SMEs,~~undertook ~~enabling~~continued access to capital and market expansion. He is the Co-Founder of SageStreet Advisory Pvt Ltd, located in Bangalore, India from August 2016 through the present. SageStreet focuses is on driving capital-raising efforts ~~and providing strategic advisory services~~ to ~~high-potential~~develop ~~startups.~~operational ~~Also~~infrastructure, ~~Mr.~~pursue ~~Krishnamurthy, is the founder of ICareSME.com, located in Chennai, India, from January 2016 through October 2024, which established an SME~~project-~~focused~~specific ~~platform offering tailored solutions for loans~~approvals, ~~equity funding,~~ and ~~strategic~~advance ~~business~~its ~~growth.~~3D ~~Additionally,~~construction hebusiness ~~has~~through ~~successfully~~its ~~guided~~foreign startups in raising debt and equity funding while delivering investment advisory services, led organizational transformation, streamlining operations and driving strategic initiatives in the manufacturing sector, and managed nationwide commercial operations, achieving significant performance and revenue enhancementssubsidiary.

~~Mr.~~Based ~~Shrihari~~on ~~Allangala:~~the cumulative scope and substance of these activities, management evaluated the Company’s status on a facts-and-circumstances basis and determined that the Company no longer met the definition of a “shell company” under Rule 12b-2 of the Securities Exchange Act of 1934.

~~Mr.~~This ~~Allangala~~determination iswas afirst ~~seasoned~~reflected ~~finance professional with extensive expertise~~ in ~~private~~the ~~equity,~~Company’s ~~investment~~Quarterly ~~banking,~~Report ~~startup~~on ~~consulting,~~Form ~~and~~10-Q ~~ecosystem~~filed ~~development.~~on ~~Based~~April ~~in Bengaluru~~23, ~~Karnataka~~2025, ~~he has played a pivotal role~~ in ~~helping~~which ~~startups~~the ~~and~~Company ~~mid-sized~~indicated ~~enterprises~~on ~~secure~~the ~~funding,~~cover ~~scale~~page ~~their~~that ~~operations,~~it ~~and~~was ~~navigate~~not ~~complex financial landscapes. With~~ a ~~deep~~shell ~~understanding of capital markets, Mr~~company. ~~Allangala~~Management ~~has~~subsequently ~~successfully~~reaffirmed ~~led~~this ~~investment~~conclusion ~~initiatives, advised on mergers and acquisitions, and mentored entrepreneurs~~ in ~~building~~connection ~~sustainable~~with ~~businesses.~~the ~~Specifically,~~preparation ~~since August 2016, Mr. Allangala has been a Partner at IcareSME, where he leads initiatives to support small~~ and ~~medium~~filing ~~enterprises (SMEs) in fundraising, strategic growth, and investment readiness. He collaborates closely with investors to cultivate a strong portfolio~~ of ~~high-potential~~the ~~startups~~Company’s ~~while~~Annual ~~providing~~Report ~~hands-~~on ~~mentorship~~Form to10-K ~~founders.~~filed ~~Prior to this, he served as Managing Director at Liberty Global Capital (January 2011 – February 2012), advising clients~~ on ~~private~~September ~~equity~~15, ~~capital raising~~2025, ~~and~~which ~~business~~again ~~strategy~~reflected ~~across~~that ~~diverse~~the ~~industries.~~Company ~~Academically,~~was henot ~~holds~~ a ~~Postgraduate~~shell ~~Diploma in Finance from Indira Gandhi National Open University (2002 – 2003) and an International Certification for Financial Advisers – Investment Banking from CII, London (2002)~~company.

~~Neither~~The ~~Mr. Krishnamurthy nor Mr. Allangala has any family relationships with any director or executive officer of the~~ Company, ~~nor~~did ~~are~~not ~~there~~previously ~~any~~file ~~related party transactions between the Company and the newly appointed directors that require disclosure under Item 404(~~a) ofForm ~~Regulation S~~8-K. Inunder ~~connection~~Item ~~with their appointments, Mr~~5.06 ~~Krishnamurthy~~because ~~and~~management ~~Mr.~~viewed ~~Allangala~~the ~~will~~change ~~not~~in ~~immediately~~shell-company ~~receive~~status ~~compensation,~~as ~~however,~~occurring ~~they~~over ~~may~~time ~~receive~~based ~~compensation~~on in the ~~future~~development ~~which~~of ~~will~~additional besubstantive ~~consistent~~facts, ~~with~~rather ~~the~~than ~~Company’s~~as ~~then~~the ~~standard~~result ~~compensation~~of ~~arrangements~~a ~~for~~single ~~non-employee~~discrete ~~directors, if so adopted~~event.

2The Company is filing this Current Report on Form 8-K under Item 5.06 to memorialize its change in shell-company status and the basis for management’s determination, as reflected in its periodic reports during 2025 and reaffirmed, in any event, by the Company’s Annual Report on Form 10-K filed on September 15, 2025. To be clear as of September 15, 2025, the Company was no longer a shell. This Form 8-K does not reflect a change in status as of the date of filing, but rather memorializes conclusions previously reflected in the Company’s periodic reports.

~~SIGNATURES~~2

~~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 thereunto duly authorized.~~ SIGNATURES

	BLACKWELL 3D CONSTRUCTION CORP.
Dated: March 19, 2025	/s/ Mohammed Saif Zaveri
	By: Mohammed Saif Zaveri
	Its: 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 thereunto duly authorized.

	BLACKWELL 3D CONSTRUCTION CORP.

Dated: February 2, 2026	/s/ Mohammed Saif Zaveri
	By: Mohammed Saif Zaveri
	Its: Chief Executive Officer

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