UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

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

_____________________

FORM 8-K

~~CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE~~_____________________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of ~~report~~Report (Date of earliest event reported): April ~~November~~13, 32026 (April 10, ~~2024~~2026)

MINERVA GOLD INC. (Exact name of ~~Registrant~~registrant as specified in its charter)

Nevada	333-255403	98-1588963
333-255403	98-1588963
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(Commission File Number)	(IRS Employer Identification Number)

MINERVA GOLD INC.

Room 1503, Building 3, Xinshijihaoyuan,

Jiankang West Road, Qingjiangpu District,

Huaian City, Jiangsu Province

China

(Address of Principal Executive Offices

(State or other jurisdiction of incorporation or organization)

~~12/1~~+86 ~~Kunayev str, IA 17~~15261421229

~~Nur-Sultan,~~(Registrant’s ~~010000~~telephone number, ~~Kazakhstan~~including area code)

~~(Address~~12/1 ofKunayev ~~principal~~str, ~~executive~~IA ~~offices)~~17, Nur-Sultan, 010000, Kazakhstan

(~~725)~~Former ~~225-1800~~name or former address, if changed since last report)

~~(Registrant's~~Check ~~Telephone~~the ~~Number,~~appropriate ~~Including~~box ~~Area~~below ~~Code)~~if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

~~Check~~☐ ~~the~~Written ~~appropriate~~communications ~~box~~pursuant ~~below if the Form 8-K filing is intended~~ to ~~simultaneously~~Rule ~~satisfy~~425 ~~the filing obligation of the registrant~~ under ~~any of~~ the ~~following~~Securities ~~provisions~~Act (~~see~~17 ~~General~~CFR ~~Instruction A~~230.~~2. below~~425):

☐ ~~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~~Pre-commencement communications pursuant to ~~Section~~Rule 1214d-2(b) ofunder the Exchange Act: ~~None~~ (17 CFR 240.14d-2(b))

~~Indicate~~☐ byPre-commencement ~~check~~communications ~~mark~~pursuant ~~whether~~to ~~the registrant is an emerging growth company as defined in~~ Rule ~~405 of the Securities Act of 1933~~ 13e-4(~~§ 230.405 of this chapter~~c) orunder ~~Rule 12b-2 of~~ the ~~Securities~~ Exchange Act ~~of 1934~~ (§17 CFR 240.~~12b~~ 13e-~~2 of this chapter~~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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 51.0601 ~~Description~~Entry ofinto ~~Business~~a ~~Activities~~Material ~~and~~Definitive ~~Termination of Shell Company Status~~Agreement.

On April 10, 2026, Minerva Gold Inc., a Nevada corporation (the “Company”), ~~has~~entered ~~undertaken~~into ~~significant~~a ~~operational~~Letter ~~initiatives~~of asIntent ~~part~~(the “Letter of ~~its~~Intent”) ~~ongoing~~to ~~business~~acquire ~~development~~Taizhou ~~efforts,~~Sentian ~~expanding~~Sanitary ~~its~~Ware ~~operations~~Co., toLtd. ~~include~~(“Taizhou ~~design~~Sentian”), ~~services as~~ a ~~strategic~~company ~~growth~~owned ~~initiative.~~by ~~While~~the ~~maintaining~~Company’s ~~its~~Sole ~~existing~~Officer ~~business~~and ~~activities~~Director, ~~the~~Zhang ~~Company~~Chengcheng. ~~now~~The ~~offers~~Letter ~~innovative~~of ~~and~~Intent ~~tailored~~contemplates ~~design~~that ~~solutions~~the toCompany ~~clients~~would ~~across~~issue a ~~broad~~combination ~~range~~ of ~~industries.~~common ~~This~~stock ~~expansion~~and ~~aligns~~a ~~with~~new ~~the~~series ~~Company's~~of ~~long-term~~preferred ~~vision~~stock to(the ~~diversify~~rights ~~its~~and ~~service~~preferences ~~offerings~~of ~~and~~which ~~strengthen~~are ~~its~~to ~~position~~be todetermined) ~~meet~~in the ~~evolving~~acquisition. ~~needs~~The ofdefinitive ~~its~~agreement ~~client~~is ~~base.~~expected Byto ~~incorporating~~be ~~design~~completed ~~services,~~by ~~Minerva~~approximately ~~Gold~~May ~~Inc.~~31, ~~aims~~2026, tofollowing ~~deliver~~the ~~comprehensive~~completion ~~and~~of ~~creative~~certain ~~solutions~~administrative ~~that~~actions ~~address~~required ~~each~~by ~~project’s~~applicable ~~specific~~Chinese ~~requirements~~law, ~~from~~with ~~conceptualization~~a closing to ~~execution,~~occur ~~ensuring~~shortly ~~high-quality results and client satisfaction~~thereafter.

OnTaizhou ~~October~~Sentian ~~25,~~was ~~2024,~~founded ~~the~~in ~~Company~~2008 ~~launched~~and ~~its~~is ~~official~~based ~~website~~in ~~under~~Taizhou, ~~the~~Zhejiang ~~domain~~Province, ~~name~~China ~~minervadesignstudio.com.~~(Yangtze ~~The~~River ~~website~~Delta), ~~serves~~within as a ~~platform~~few tomiles ~~showcase~~of ~~the~~Taizhou ~~Company’s~~Luqiao ~~service~~Airport ~~offerings,~~and ~~which~~high-speed ~~include~~rail ~~design~~access ~~services,~~and ~~architectural~~port ~~planning,~~access. ~~and~~Taizhou ~~related~~Sentian ~~professional~~manufactures ~~services.~~sanitary Inware ~~conjunction~~/ ~~with~~bathroom ~~the~~fixtures, ~~launch~~including shower panels, ~~the~~simple ~~Company~~shower ~~initiated~~enclosures, angarden/outdoor ~~active~~showers, ~~marketing~~faucets ~~campaign~~and toshower ~~promote~~columns. Taizhou Sentian conducts its ~~services~~operations ~~via~~in ~~this~~approximately ~~platform~~12,000 ~~further~~sq. ~~establishing~~meters ~~its~~of ~~market~~leased ~~presence~~building space and ~~outreach~~employs toapproximately ~~potential~~100 ~~clients~~staff. Taizhou Sentian website is located at cnsentian.com.

OnThe ~~November~~foregoing 3,description ~~2024,~~of the ~~Company~~Letter ~~entered~~of ~~into~~Intent ais ~~definitive~~qualified ~~agreement~~in ~~with~~its ~~Aibek~~entirety ~~Ukulov,~~by tothe ~~design~~full ~~and~~text ~~plan~~of ~~various facilities for a hotel. This agreement represents a key milestone in~~ the ~~Company's~~Letter ~~operational~~of ~~development.~~Intent, Aswhich ~~part~~is offiled ~~this~~as ~~contractual~~Exhibits ~~arrangement~~10.1, ~~the Company received a $12~~respectively,~~000~~ ~~prepayment~~to, ~~which~~and ~~will~~incorporated beby ~~applied~~reference ~~toward~~in, ~~the~~this ~~completion~~Current ~~of the project deliverables~~Report.

InItem ~~addition~~5.01 toChanges ~~the foregoing, the Company is actively engaged~~ in ~~negotiations~~Control ~~for~~of ~~new agreements with potential clients~~Registrant. ~~These initiatives underscore the Company’s ability to generate revenue from core business activities and its commitment to expanding its commercial operations.~~

~~Termination~~Effective April 10, 2025, there occurred a change in control of ~~Shell~~the Company. ~~Status~~On such date, pursuant to a stock purchase agreement (the “Change-in-Control Agreement”), Zhang Chengcheng acquired 5,000,000 shares of the Company’s common stock (the “Control Shares”) from Aftandil Aibekov. The Control Shares represent approximately 76.10% of the outstanding shares of the Company’s common stock and constitute voting control of the Company. The total consideration paid by Mr. Zhang for the Control Shares was $264,600 in cash at the closing.

~~Based~~In onconjunction with the ~~foregoing~~Change-in-Control Agreement, ~~the~~on ~~Company~~April ~~believes~~10, it2026, noAftandil ~~longer~~Aibekov ~~qualifies~~resigned as ~~a "shell company~~President," asChief ~~such~~Executive ~~term~~Officer, isTreasurer, ~~defined~~Secretary inand ~~Rule~~a ~~12b-2~~Director ~~under~~of the ~~Securities~~Company, ~~Exchange~~Meltem ~~Act~~Alieva ofresigned ~~1934,~~ as ~~amended.~~a ~~Rule~~Director ~~12b-2~~of ~~defines~~the aCompany ~~shell~~and ~~company~~Zhang asChengcheng awas ~~registrant~~appointed ~~with~~as ~~(1)~~the noSole orDirector, ~~nominal operations~~President, ~~and~~Chief ~~(2)~~Executive ~~either no or nominal assets~~Officer, ~~assets~~Treasurer ~~consisting~~and ~~solely~~Secretary of ~~cash,~~the ~~or cash equivalents~~Company.

~~Given~~Certain ~~the~~information ~~Company’s~~regarding ~~established operational activities, revenue-generating business model, and ongoing business development initiatives, it has ceased to meet~~ the ~~definition~~background of ~~a "shell company" under Rule 12b-2~~Mr. ~~The~~Zhang ~~Company~~is ~~continues~~set toforth ~~engage in revenue-generating contracts and business expansion initiatives, further supporting its operational status~~below.

~~The~~Zhang ~~Company~~Chengcheng, ~~will~~36, ~~continue~~has toserved ~~disclose~~as ~~any~~CEO ~~material~~of ~~changes~~Taizhou toSentian ~~its~~Sanitary ~~operational~~Ware ~~status~~Co., ~~business~~Ltd., ~~activities~~a Taizhou, ~~and~~China-based ~~financial~~manufacturer ~~condition~~of sanitary ware / bathroom fixtures, since 2023. From 2014 t0 2016, Mr. Zhang served as ~~required~~Quality ~~under~~Control ~~the~~Inspector ~~applicable~~for ~~provisions~~Cougar Shoes, Jiangsu (China) Office. From 2016 to 2023, he served on behalf of ~~the~~Dongguan ~~Securities~~Hanghua ~~Exchange~~Footwear ~~Act~~Co., Ltd. as Head of ~~1934~~Brand Development for Partner-Company Jia Kuang Trading Co., Ltd., Huaian, China. Mr. Zhang earned a Bachelor’s Degree in Electrical Engineering from the University of Duisburg-Essen, Duisburg, Germany.

-The following table sets forth, as of the date of this Current Report, the shareholdings of (1) each person owning beneficially 5% or more of the Company’s outstanding common stock; (2) -each executive officer of the Company, and (3) all officers and directors as a group. Unless otherwise indicated, each owner has sole voting and investment power over his securities. Information relating to beneficial ownership of securities by our principal shareholders and management is based upon information furnished by each person using beneficial ownership’ concepts under the rules of the SEC. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the SEC rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power. Except as disclosed herein, we do not have any outstanding options or other securities exercisable for or convertible into shares of our common stock. Unless otherwise indicated, the address of each person listed is c/o Minerva Gold Inc., Room 1503, Building 3, Xinshijihaoyuan, Jiankang West Road, Qingjiangpu District, Huaian City, Jiangsu Province, China.

SIGNATURES

Name of Beneficial Owner	Title of Class	Beneficial Ownership		Percent of Class⁽¹⁾
Zhang Chengcheng⁽²⁾	Common Stock		5,000,000		76.10	%
All Officers and Directors as a Group (1 person)	Common Stock		5,000,000		76.10	%

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.

(1)	Based on 6,570,000 shares outstanding, as of the date of this Current Report.
(2)	Sole Officer and Director.

	MINERVA GOLD INC.
Date: December 9, 2024	By:	/s/ Aftandil Aibekov
	Name:	Aftandil Aibekov
	Title:	President

-Item 35.02. -Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The disclosure set forth above under Item 5.01. Changes in Control of Registrant is incorporated in this Item 5.02.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Number

Description

10.1

Letter of Intent to Acquire Taizhou Sentian Sanitary Ware Co., Ltd.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

	MINERVA GOLD INC.

Date: April 13, 2026	By:	/s/ Zhang Chengcheng
		Zhang Chengcheng
		Chief Executive Officer

Filing Compare · Minerva Gold Inc.