Form 8-K - Current report

 

 

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): January 13, 2025

 

LSEB CREATIVE CORP.

 (Exact name of registrant as specified in its charter)

 

Wyoming		333-260873		83-4415385
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

30 N. Gould St. #4000 Sheridan, WY 82801

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: 800-701-8561

 

N/A

(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))

 

 

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

 

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. o

 

 

Item 7.01

Regulation FD Disclosure

 

The Company issued a press release on January 13, 2025. A copy of the press release issued by the Company is attached as Exhibits 99.1 to this Current Report on Form 8-K, which is incorporated by reference solely for purpose of this Item 7.01 disclosure.

 

Exhibit 99.1 contains forward-looking statements. These forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Forward-looking statements are based upon assumptions as to future events that may not prove to be accurate. Actual outcomes and results may differ materially from what is expressed in these forward-looking statements.

 

The information set forth under this Item 7.01, including Exhibit 99.1 is being furnished and, as a result, such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such Section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

 

 

This Current Report on Form 8-K includes certain statements that are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Any statement in this report that is not a statement of historical fact may be deemed to be a forward-looking statement. We often use these types of statements when discussing our plans and strategies, our anticipation of revenues from designated markets and statements regarding the development of our businesses, the markets for our services and products, our anticipated capital expenditures, operations, support systems, changes in regulatory requirements and other statements contained in this report regarding matters that are not historical facts. When used in this report, the words “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “estimate” and other similar expressions are generally intended to identify forward-looking statements. Because these forward-looking statements involve risks and uncertainties, actual results may differ materially from those expressed or implied by these forward-looking statements. There can be no assurance that: (i) we have correctly measured or identified all of the factors affecting us or the extent of their likely impact; (ii) the publicly available information with respect to these factors on which our analysis is based is complete or accurate; (iii) our analysis is correct; or (iv) our strategy, which is based in part on this analysis, will be successful. We do not assume any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

 

 

Disclaimer

 

This communication is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities or the solicitation of any vote in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

 

 

Item 9.01

Financial Statements and Exhibits

 

The exhibits listed in the following Exhibit Index are furnished as part of this Current Report on Form 8-K.

 

Exhibit Number		Description
99.1		Press Release
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.

 

		LSEB Creative Corp.
Date: January 13, 2025.		/s/ Lauren Bentley
		Lauren Bentley
		Chief Executive Officer, Chairman of the Board of Directors

 

 

 

 

 

Exhibit 99.1

  

LSEB Creative Announces Plans for $5 Million Capital Raise

 

January 13, 2025 – LSEB Creative Corp. (OTCQB: LSEB) (the “Company”), a visionary new entrant in the fashion sector, announces the Company is actively pursuing a capital raise of a minimum $5 million USD to accredited investors through a series of tranches subject to satisfaction of closing conditions. The Company expects to enter into an Equity Financing Agreement in the coming weeks with more disclosure regarding pricing and conditions.

 

The Company intends to use the net proceeds from the private placement primarily for costs directly related to sales and marketing, for research and development, working capital and general corporate purposes, including the costs of operating as a public company. The intent of the capital raise is to begin to position the Company to meet the uplist requirements to Nasdaq.

 

The Company believes there are many advantages to uplisting from the OTCQB to Nasdaq. Key benefits may include increased visibility and credibility, access to capital, increased trading volume and liquidity, and improved valuation and stock performance. Nasdaq is one of the largest well-known stock exchanges globally, and listing on Nasdaq can attract a larger pool of institutional and retail investors who may not have considered investing in a company on a smaller exchange. Companies listed on Nasdaq are often viewed as more established, credible, and reputable due to the stringent listing requirements and rigorous financial reporting standards, which can lead to a stronger public image. In addition, companies listed on Nasdaq can more readily access capital through secondary offerings, as investors may be more willing to buy shares of a company listed on a major exchange. This is particularly important for LSEB as we are looking to expand and fund new projects. Furthermore, Nasdaq offers a highly liquid marketplace, making it easier for the Company to raise funds and for investors to trade our shares. Greater liquidity can also attract institutional investors who typically prefer markets with higher trading volumes.

 

The Company is in the initial stages of executing its plan to qualify for an uplist to Nasdaq and there is no guarantee it will be successful in meeting the listing requirements or qualifying for a listing on the Nasdaq exchange.

 

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of such 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.

 

LSEB Creative Corp. remains committed to leveraging innovative strategies to elevate its flagship brand while pursuing new opportunities to expand its reach and influence in the global fashion market.

 

About LSEB Creative Corp.
LSEB Creative Corp. (OTCQB: LSEB) is a visionary new entrant in the fashion sector, redefining luxury swimwear through its flagship brand, Lauren Bentley Swimwear. The Company is dedicated to delivering timeless elegance and unmatched craftsmanship, setting new standards of sophistication and innovation in the industry.

 

 

Forward-Looking Statements

Certain statements in this document that are not historical facts are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements may be identified by the use of words such as "anticipate," "believe," "expect," "future," "may," "will," "would," "should," "plan," "projected," "intend," and similar expressions. Such forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause the actual results, performance, or achievements of LSEB Creative Corp. to be materially different from those expressed or implied by such forward-looking statements. The Company's future operating results are dependent upon many factors, including but not limited to: (i) the Company's ability to obtain sufficient capital or a strategic business arrangement to fund its current operational or expansion plans; (ii) the Company's ability to build and maintain the management and human resources and infrastructure necessary to support the anticipated growth of its business; and (iii) competitive factors and developments beyond the Company's control.

 

 

LSEB Creative Corp.
Lauren Bentley, CEO
[e-mail]
laurenbentleyswim.com
Instagram: @laurenbentleyswim

 

 

 

Cover	Jan. 13, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 13, 2025
Entity File Number	333-260873
Entity Registrant Name	LSEB CREATIVE CORP.
Entity Central Index Key	0001888740
Entity Tax Identification Number	83-4415385
Entity Incorporation, State or Country Code	WY
Entity Address, Address Line One	30 N. Gould St.
Entity Address, Address Line Two	#4000
Entity Address, City or Town	Sheridan
Entity Address, State or Province	WY
Entity Address, Postal Zip Code	82801
City Area Code	800
Local Phone Number	701-8561
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false

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