UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of Earliest Event Reported): ~~September~~November 1122, 2024

Photozou Holdings, Inc.

(Exact name of registrant as specified in its charter)


Delaware	000-55806	90-1260322
(state or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

4-30-4F, Yotsuya Shinjuku-ku, Tokyo, Japan		160-0004
(address of principal executive offices)		(zip code)

4-30-4F, Yotsuya Shinjuku-ku

~~81-3-6369-1589 (registrant’s telephone number~~Toyko, ~~including area code)~~Japan

~~N/A~~ (~~former~~Address ~~name~~of orprincipal ~~former~~executive ~~mailing address, if changed since last report~~offices)

81-3-6369-1589

(Registrant’s telephone number, including area code)

________________________________________________

(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 240.14d-2(b)) [☐ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

“We”, “Us”, “Our”, “PTZH” and or “The Company” refer to Photozou Holdings, Inc.

Item 5 3.02 ~~Departure~~Unregistered ofSales ~~Directors or Certain Officers; Election~~ of ~~Directors;~~Equity ~~Appointment of Certain officers; Compensatory Arrangements of Certain Officers.~~Securities

On or ~~September~~about 11November 22, 2024, the ~~Board~~Company consummated an agreement for the sale of ~~Directors~~40,000 shares of restricted Common Stock to Kubota ~~Photozou~~Corporation, ~~Holdings~~a Japanese Company, ~~Inc~~at a price of $5.,00 ~~(the~~per ~~“Company”)~~share ~~took~~of ~~the~~Common ~~following~~Stock. ~~actions~~The bytotal ~~unanimous~~subscription ~~written~~amount ~~consent:~~paid ~~Hideo~~by ~~Fujioka~~Kubota Corporation was approximately $200,000. Kubota Corporation is tonot bea ~~elected~~related party to ~~serve~~the asCompany. anThe ~~Independent~~aforementioned ~~Director~~transaction ofwas recorded by the Company’s transfer agent, on or about December 11, 2024.

OnThe proceeds ~~September~~from ~~11,~~this ~~2024,~~sale ~~Hideo~~are ~~Fujioka~~to ~~accepted~~be ~~his appointment~~used toby the ~~position~~Company offor ~~Independent~~working ~~Director with the Company~~capital.

The aforementioned ~~biographical~~sale ~~information~~of shares was conducted pursuant to Regulation S of ~~Hideo~~the ~~Fujioka~~Securities isAct of 1933, as amended ("Regulation S"). The sale of shares was made only to non-U.S. persons/entities (as ~~follows:~~defined under Rule 902 section (k)(2)(i) of Regulation S), pursuant to offshore transactions, and no directed selling efforts were made in the United States by the issuer, a distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing.

~~Hideo~~Item ~~Fujioka, age 53, has worked as an independent consultant from 2015 to 2023~~9.01 ~~During~~Financial ~~this~~Statements time, he offered management consulting services to a range of clients. Since 2021, Mr. Fujioka has also been serving as the Chief Operating Officer of Mama Foods Co., Ltd., a Japanese company that specializes in developing, manufacturing, and ~~selling Japanese side dishes, both wholesale and retail~~Exhibits.

~~Due to Mr~~None. ~~Fujioka’s business experience, the board has determined to elect Hideo Fujioka as an Independent Director of the Company.~~

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~~Item 9.01. Financial Statements and Exhibits.~~SIGNATURES

~~None~~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.

SIGNATURES

	Photozou Holdings, Inc.

Date: December 16, 2024	By	/s/ Koichi Ishizuka
		Koichi Ishizuka
		Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.

	Photozou Holdings, Inc.
Dated: September 12, 2024	/s/ Koichi Ishizuka
	Koichi Ishizuka Chief Executive Officer

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