Washington, D.C. 20549





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


Date of Report (Date of earliest event reported): August 7, 2023



Astra Energy, Inc.

(Exact name of registrant as specified in its charter)






(State or other jurisdiction

of incorporation)


File Number)

(I.R.S. Employer

Identification Number)


9565 Waples Street, Suite 200

San Diego CA  92121

(Address of principal executive offices, including zip code)


(800) 705-2919

(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 230.425)

     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 240.24d-2(b))

     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.23e-4(c))’


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


Title of each class

Trading Symbol(s)

Name of each exchange on which registered





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 1.02

Termination of a Material Definitive Agreement


On February 13, 2023, Astra Energy Inc. (the “Company”) entered into a Securities Purchase Agreement with 1800 Diagonal Lending LLC, (“1800 Diagonal”) for the purchase by 1800 Diagonal from the Company of a Convertible Promissory Note (“Promissory Note”) in the aggregate principal amount of $69,250.  As of August 1, 2023, 1800 Diagonal has not converted the Promissory Note and no shares of common stock have been issued by the Company in connection with the Promissory Note.


Effective August 7, 2023, prepayment has been made in full on the Promissory Note by Trimark Capital Partners Inc. ("Trimark"), a wholly owned corporation of the Company's CEO, Ron Loudoun.  The payment by Trimark to 1800 Diagonal is considered a loan to the Company (the "Loan") by Trimark Capital Partners Inc. The Loan is structured as a non-convertible, non-interest baring shareholder loan. The Company's balance sheet is now free from any convertible or dilutive debt. 


Item 8.01

Other Events


The information contain in Item 1.02 of this Current Report on Form 8-K is incorporated by reference into this Item 8.01.









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.









Dated: August 7, 2023


/s/ Ronald W. Loudoun




Ronald W. Loudoun














Aug. 07, 2023
Cover [Abstract]  
Entity Registrant Name Astra Energy, Inc.
Entity Central Index Key 0001231339
Document Type 8-K
Amendment Flag false
Entity Emerging Growth Company false
Document Period End Date Aug. 07, 2023
Entity Incorporation State Country Code NV
Entity Tax Identification Number 20-3113571
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Entity File Number 000-52205
Entity Address Address Line 1 9565 Waples Street
Entity Address Address Line 2 Suite 200
Entity Address City Or Town San Diego
Entity Address State Or Province CA
Entity Address Postal Zip Code 92121
City Area Code 800
Local Phone Number 705-2919
Security 12b Title Common
Trading Symbol ASRE

Astra Energy (QB) (USOTC:ASRE)
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