UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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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.
On January 17, 2025, Panamera Holdings Corporation (“PHCI: or the ”Company”) and AusTex Aggregates, LLC agreed to discontinue the Purchase Agreement for Membership Interests (the “Purchase Agreement”) from October 1, 2024. That agreement called for the exchange of 2,750,000 shares of restricted common stock from the treasury of PHCI for 100% of the Membership Interests of Mr. Chet Fazand in AusTex Aggregates LLC (“AA”). The agreement was subject to confirmatory due diligence and audit of AusTex for two fiscal years 2022 and 2023. In considering our accounting methodology and the timing of the audit of two years’ records, PHCI and AA have mutually agreed to terminate this transaction and believe this decision is in the best interest of both parties moving forward.
Furthermore, PHCI respectfully requests to be held harmless and indemnified from an past, present , or future liabilities associated with AA. In return, PHCI will hold AA harmless and indemnity from all past, present, and future liabilities associated with its activities. Both parties agree to refrain from making any disparaging remarks regarding the other. We believe maintaining a positive relationship is essential for both companies as we proceed in our respective directions.
Item 2.01 Completion of Acquisition or Disposition of Assets
The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
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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.
PANAMERA HOLDINGS CORPORATION |
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/s/ T. Benjamin Jennings |
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T. Benjamin Jennings |
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President, Chief Executive Officer and Director |
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Date: January 22, 2025 |
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