EXHIBIT 3.1
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): March 2, 2022
PLANET 13 HOLDINGS INC. |
(Exact name of registrant as specified in its charter) |
British Columbia |
| 000-56374 |
| 83-2787199 |
(State or other jurisdiction of incorporation) |
| (Commission File Number) |
| (I.R.S. Employer Identification Number) |
2548 West Desert Inn Road, Suite 100 Las Vegas, Nevada 89109 |
| 89109 |
(Address of principal executive offices) |
| (Zip Code) |
(702) 206-1313 |
(Registrant’s telephone number, including area code) |
Not applicable |
(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 230.424) |
☐ | 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 ☒
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 5.03Amendments to Articles of Incorporation or Bylaws.
On March 2, 2022, Planet 13 Holdings Inc. (the “Company”) completed its amalgamation with Next Green Wave Holdings Inc. (the “Amalgamation”). As a result of the Amalgamation, the Notice of Articles of the Company has been updated but remains substantively the same as the Company’s Notice of Articles prior to the Amalgamation. The Company’s Articles did not change as a result of the Amalgamation.
The Certificate of Amalgamation, the Notice of Articles, and the Articles are filed respectively as Exhibit 3.1, Exhibit 3.2 and Exhibit 3.3 hereto.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
| Description |
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104 |
| Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document. |
2 |
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 thereunto duly authorized.
Planet 13 Holdings Inc. | |||
| Date: March 8, 2022 | By: | /s/ Robert Groesbeck | |
| Name: | Robert Groesbeck | |
Its: | Co-Chief Executive Officer | ||
Date: March 8, 2022 | By: | /s/ Larry Scheffler |
|
| Name: | Larry Scheffler |
|
| Its: | Co-Chief Executive Officer |
|
3 |
EXHIBIT 3.1
EXHIBIT 3.2
EXHIBIT 3.3
