UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

Of the Securities Exchange Act of 1934

~~February~~April 1511, 2024

Date of report (date of earliest event reported)

RocketFuel Blockchain, Inc.

(Exact Name of Registrant as Specified in Charter)

Nevada

Commission File No. 033-17773-NY

90-1188745

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

201 Spear Street, Suite 1100, San Francisco, CA 94105 ~~(Address of Principal Executive Offices)~~

(Address of Principal Executive Offices)

(424) 256-8560

(Registrant’s Telephone Number)

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:

Title of Each Class		Trading Symbol(s)		Name of each exchange on which registered
None		None		None

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 71.01 ~~Regulation~~Entry FDinto ~~Disclosure~~a Material Definitive Agreement.

InOn ~~accordance~~April ~~with Regulation FD~~11, ~~RocketFuel Blockchain~~2024, ~~Inc. (the “Company”) is furnishing a letter~~ we ~~sent~~issued to ~~our~~a ~~shareholders on~~private ~~February~~investor ~~15,~~a ~~2024.~~convertible ~~The~~note ~~information contained~~ in the ~~letter~~face isamount ~~summary~~of ~~information~~$150,000. ~~that~~In isexchange ~~intended to be considered in~~ the ~~context~~ ofinvestor ~~our Securities and Exchange Commission (“SEC”) filings and other public announcements that we may make, by press~~paid ~~release~~us ~~or otherwise~~$150,000 ~~from~~in ~~time to time~~cash. The ~~letter~~note ~~does~~bears ~~not~~interest ~~provide~~at ~~information~~a ~~concerning~~rate ~~our~~of ~~financial~~10% ~~condition~~per ~~with~~annum ~~respect~~and tomatures ~~any period~~on ~~subsequent~~April ~~to the fiscal quarter ended June 30~~11, ~~2024~~2025. ToPrincipal ~~the~~and ~~extent~~accrued ~~that~~interest on ~~estimates~~the ornote ~~targets~~is ~~have~~due ~~been~~and ~~provided~~payable ~~concerning subsequent~~at ~~quarters~~maturity orand ~~years,~~is ~~these~~convertible ~~reflect~~at ~~statements~~any ~~that~~time ~~have previously been made~~ in ~~our~~whole ~~securities filings. We undertake no duty~~ or ~~obligation to publicly update or revise the information contained~~ in ~~this~~part ~~presentation,~~into ~~although~~shares ~~we may do so from time to time. Any such updating may be made through the filing~~ of ~~other~~our ~~reports~~common orstock ~~documents~~at ~~with~~a ~~the SEC, through press releases or through other public~~conversion ~~disclosure.~~price ~~In accordance with General Instruction B.2~~ of ~~Form 8-K, the information furnished pursuant to Item 7~~$0.~~01,~~205 ~~including~~per ~~Exhibit 99.1~~share ~~furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended~~ (the “~~Exchange~~Conversion ~~Act~~Price”),. ~~nor~~We ~~shall~~may itredeem bethe ~~deemed~~note ~~incorporated~~at ~~by reference in~~ any ~~filing~~time ~~under~~by paying the ~~Securities~~note ~~Act~~holder ~~of 1933, as amended, or~~ the ~~Exchange~~principal amount ~~Act,~~plus ~~except~~accrued asand ~~shall~~unpaid ~~be expressly set forth by specific reference in such a filing~~interest.

~~Item~~Upon ~~8.01~~(a) ~~Other~~a ~~Events~~transfer of all or substantially all of our assets to any person in a single transaction or series of related transactions, (b) any consolidation or merger of us with or into another person or entity in which we are not the surviving entity (other than a merger which is effected solely to change our jurisdiction of incorporation and results in a reclassification, conversion or exchange of our outstanding shares of common stock solely into shares of common stock) (each of items (a) and (b) being referred to as a “Sale Event”), then, in each case, we shall, upon request of the holder, redeem the note in cash for its then unpaid principal amount, plus accrued but unpaid interest through the date of redemption, or at the election of the holder, such holder may convert the unpaid principal amount of the note (together with the amount of accrued but unpaid interest) into shares of our common stock immediately prior to such Sale Event at the Conversion Price.

In ~~January~~case ~~2022,~~of ~~the~~any ~~Company~~Sale ~~terminated~~Event ~~its~~in ~~agreement~~connection with ~~Scarola Schaffzib Zubatov PLLC (“SSZ”),~~ which the ~~Company~~note ~~had~~is ~~retained to~~not ~~represent~~redeemed itor inconverted, ~~certain~~we ~~litigation.~~shall ~~The~~cause ~~reason~~effective ~~for~~provision ~~the~~to ~~termination~~be ~~was~~made so that the ~~Company~~holder ~~believed~~of ~~that~~the ~~SSZ~~note ~~had~~shall ~~overcharged~~have ~~for legal services provided. Subsequent to~~ the ~~termination~~right thereafter, ~~SSZ~~by ~~sent~~converting the ~~Company additional invoices~~note, to ~~which~~purchase ~~the~~or ~~Company~~convert ~~also~~the ~~objected.~~note Ininto ~~August 2022 SZZ filed a lawsuit in~~ the ~~Supreme~~kind and ~~Court~~number of ~~the~~shares ~~State~~ of ~~New~~stock ~~York,~~or ~~County~~other ofsecurities ~~New~~or ~~York,~~property ~~claiming~~(including itcash) ~~was~~receivable ~~owed~~upon ~~approximately~~such ~~$120~~reclassification,~~000 in~~ ~~legal~~capital ~~fees.~~reorganization or ~~The~~other ~~Company disputed that this amount was owed~~change, ~~and~~consolidation ~~contended~~or ~~that~~merger by a ~~portion~~holder of the ~~legal~~number ~~fees~~of ~~previously~~shares ~~paid~~of ~~should~~common ~~be refunded.~~stock Onthat ~~July~~could ~~11,~~have ~~2023~~been ~~the~~purchased ~~Court~~upon ~~granted SSZ’s motion for summary judgement on its account stated cause~~ exercise of ~~action and denied~~ the ~~Company’s~~note ~~cross-motion~~and ~~for~~at ~~an adjournment of~~ the ~~motion~~Conversion ~~pending discovery~~Price. OnThe ~~February~~foregoing ~~15,~~provisions ~~2024,~~shall ~~the~~similarly ~~Company~~apply ~~entered into a settlement and release agreement with SSZ pursuant~~ to ~~which~~successive ~~the~~Sale ~~Company paid SSZ $ 110,442~~Events.17 inIf ~~full settlement of~~ the ~~lawsuit. This~~consideration ~~amount~~received ~~was~~by inthe ~~addition~~holders toof acommon ~~partial~~stock ~~payment~~is ofother ~~$40~~than cash,~~142~~ ~~made~~the invalue ~~January~~shall ~~2024.~~be ~~The~~as ~~parties~~determined ~~also~~by ~~executed~~our ~~mutual~~Board ~~general~~of ~~releases~~Directors ~~and~~or ~~agreed~~successor person toor ~~dismiss~~entity ~~the~~acting ~~lawsuit~~in ~~within~~good ~~five business days~~faith.

The note and the shares of common stock to be issued upon conversion of the note have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state or other applicable jurisdiction’s securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state or other jurisdiction’s securities laws.

This current report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

As described above in Item 1.01, which disclosures are incorporated by reference in this Item 2.03 in their entirety, on April 11, 2024, we issued to a private investor a $150,000 convertible note.

Item 3.02. Unregistered Sales of Equity Securities.

As described above in Item 1.01, which disclosures are incorporated by reference in this Item 3.02 in their entirety, on April 11, 2024, we issued to a private investor a $150,000 convertible note.

We claim an exemption from registration for the issuance of the note and the shares of common stock issuable upon conversion of the note pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506(b) and (c) of Regulation D thereunder, since the foregoing issuances did not involve a public offering, the recipient was (i) an “accredited investor”; and/or (ii) had access to similar documentation and information as would be required in a registration statement under the Securities Act, and the recipient represented that he acquired the securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. The securities were offered without any general solicitation by us or our representatives. No underwriters or agents were involved in the foregoing issuances, and we paid no underwriting discounts or commissions. The securities sold are subject to transfer restrictions, and the certificates evidencing the securities contain an appropriate legend stating that such securities have not been registered under the Securities Act and may not be offered or sold absent registration or pursuant to an exemption therefrom.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit
Exhibit Number		Description
Number		Description
99.1		Shareholder Letter
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: February 20, 2024	RocketFuel Blockchain, Inc.
Dated: April 18, 2024	RocketFuel Blockchain, Inc.
	By:	/s/ Bennett J. Yankowitz
		Bennett J. Yankowitz
		Chief Financial Officer

Filing Compare · ROCKETFUEL BLOCKCHAIN, INC.