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): ~~February~~ 9April 14, ~~2024~~2026

~~GRAPHENE &~~Commission ~~SOLAR~~File ~~TECHNOLOGIES~~Number: ~~LIMITED~~333-174194

GRAPHENE & SOLAR TECHNOLOGIES LIMITED (Exact name of registrant as specified in its charter)

colorado

colorado		27-2888719
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

~~(State~~11201 orNorth ~~other~~Tatum ~~jurisdiction~~Blvd., ofSuite ~~incorporation)~~300

~~333-174194~~ Phoenix, AZ 85028

(~~Commission~~Address ~~file~~of ~~number~~principal executive offices, including Zip Code)

27(602) 388-~~2888719~~8335

(~~I.R.S.~~Issuer’s ~~Employer~~telephone ~~Identification~~number, ~~Number~~including area code)

11201 North Tatum Boulevard

Suite 300

Phoenix, AZ

(Address of principal executive offices)

85028

(Zip Code)

(602)-388-8335

(Registrant’s telephone number, including area code)

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:

☐ 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 2459.244a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 2459.244d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 2459.243e-4c))

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

Title of Each Class		Trading Symbol		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~~ 1~~.01- Entry Into a Material Definitive Agreement~~

OnItem ~~February 9,~~5.02 ~~2024,~~Departure ~~Graphene~~of &Directors ~~Solar~~or ~~Technologies~~Certain ~~Limited~~Officers; ~~(GSTX)~~Election ~~entered~~of ~~into~~Directors; aAppointment ~~non-binding Memorandum~~ of ~~Understanding~~Certain ~~(MOU)~~Officers; ~~with~~Compensatory ~~American~~Arrangements ~~Solar Manufacturing~~of ~~Company,~~Certain ~~a Delaware Corporation~~Officers. ~~(ASMC) (GSTX and ASMC referred to hereinafter as the “Parties”).~~

~~The~~On ~~MOU~~April ~~outlines general~~14, ~~terms~~2026, ~~and~~the ~~conditions~~Board ~~for~~of ~~GSTX~~Directors ~~and~~of ~~ASMC~~Graphene & toSolar ~~establish~~Technologies aLimited ~~Joint Venture Corporation~~ (~~JVCO) to manufacture silicon wafers for supply to~~ the ~~solar~~"Company") ~~industry.~~appointed ~~Under~~Russell ~~the~~Krause ~~terms~~as ofa ~~the~~member ~~MOU, GSTX will own 75%~~ of the ~~JVCO~~Board ~~equity and ASMC will own 25%~~ of ~~the JVCO equity. GSTX will fund an initial $10M for working capital~~Directors, ~~and~~effective ~~ASMC will provide world leading technical expertise and executive management to JVCO~~immediately.

ItRussell isKrause ~~agreed that~~will ifreceive ~~negotiations~~compensation ~~become successful upon completing necessary due diligence and verifications, the parties would proceed accordingly~~consistent with athe ~~definitive~~Company's ~~agreement within 60~~non-~~days~~employee ofdirector ~~signing~~compensation ~~the MOU~~program.

~~ASMC~~There are no arrangements or understandings between ~~specializes~~Russell inKrause ~~providing~~and aany ~~hands-on~~other ~~team~~person ofpursuant ~~internationally~~to ~~recognized~~which ~~executives,~~he ~~senior~~was ~~managers,~~selected ~~engineers~~as ~~and~~a ~~technologists~~director, ~~all~~no ~~leaders~~family relationships with any director or executive inofficer ~~their~~of ~~fields~~the Company, toand ~~help~~no ~~build~~transactions ~~Semiconductor~~requiring ~~and~~disclosure PVunder ~~supply chains~~Item 404(a) of Regulation S-K.

~~Financial Item 9.01 -Financial Statements and Exhibits.~~ 2

~~(a) Financial statements of business acquired. Not applicable.~~SIGNATURES

~~(b) Pro~~Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~forma~~registrant ~~financial~~has ~~information.~~duly ~~Not~~caused ~~applicable~~this report to be signed on its behalf by the undersigned hereunto duly authorized.

~~(c)~~GRAPHENE ~~Shell company~~& ~~transactions.~~SOLAR ~~Not~~TECHNOLOGIES ~~applicable.~~LIMITED

~~(d) Exhibits.~~Date: April 17, 2026

~~Number~~By: ~~Description~~/s/ ~~XX.XX~~Jason ~~Non-binding Memorandum of Understanding (MOU)~~May

~~SIGNATURES~~Name: Jason May

~~Pursuant~~Title: toChief ~~the~~Executive ~~requirements~~Officer ofand ~~the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~Director

Date: February 9, 2024	Graphene & Solar Technologies Limited
	By:	/s/ JASON MAY
	Name:	Jason May
	Title:	Chief Executive Officer and Director

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