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) ~~June~~August 41, 2024

GAMER PAKISTAN INC.

(Exact name of registrant as specified in its charter)

Delaware	333-273220	87-3732146
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

35 E Horizon Ridge Pkwy, Suite 110-481, Henderson, Nevada 89002

(Address of principal executive offices) (Zip Code)

702-905-1171

(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 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:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common	GPAK	The Nasdaq Stock Market LLC

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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On ~~June~~August 41, 2024, ~~the Staff of Nasdaq notified~~ Gamer Pakistan Inc. (“Company”) ~~that~~received notice ~~unless~~from Nasdaq that the Company’s ~~timely~~request ~~requests~~to acontinue ~~hearing~~its ~~before~~listing aon ~~Hearings~~Nasdaq ~~Panel~~has (been denied by the “Nasdaq Hearings Panel~~”),~~ and that trading of the Company’s securities will be ~~delisted~~suspended ~~from~~at ~~The~~the ~~Nasdaq~~open ~~Stock~~of ~~Market~~trading ~~for~~on ~~the~~August ~~reasons~~5, ~~set~~2024. ~~forth~~The ~~below.~~delisting ~~Accordingly,~~is ~~the~~a ~~Company~~result of ~~intends~~failure to ~~timely~~satisfy ~~request~~the $1.00 minimum bid price listing required in Nasdaq Listing Rule 5550(a)(2) ~~hearing~~and ~~before~~the obligation to file periodic filings with the ~~Panel~~Securities and Exchange Commission as required under Nasdaq Listing Rule 5250(d)(1).

The ~~hearing~~Company ~~request~~expects ~~will~~its ~~automatically~~common ~~stay~~stock ~~any~~will commence trading ~~suspension~~ oron ~~delisting action for an additional 15 calendar days following~~ the ~~date~~OTC ~~of the request; however, Nasdaq has a procedure to~~Markets ~~request~~Group anplatform ~~extension~~at of the ~~stay~~open ~~through the hearing date and the expiration~~ of ~~any~~trading ~~extension~~on ~~period~~August ~~granted~~5, ~~by the Panel following the hearing. In connection with the hearing request~~2024, ~~the~~under ~~Company will request that~~ the ~~stay~~symbol be“GPAK” ~~extended through the hearing~~ and the ~~expiration of~~Company ~~any~~plans ~~additional~~to ~~extension~~apply ~~period granted by the Panel following the hearing. In that regard, pursuant~~ to ~~the~~trade ~~Nasdaq Listing Rules, the~~on ~~Panel may grant an additional extension period. However, there can be no assurance that~~ the ~~Panel~~OTCQB ~~will~~Market ~~grant the Company an additional extension,~~ or ~~that~~other ~~the~~OTC ~~Panel~~market ~~will~~as ~~grant~~soon ~~the~~as ~~Company’s request for an extended stay, or that the Company will be able to regain compliance by the end of any additional extension period~~possible.

~~The~~Forward ~~reason~~Looking ~~for the delisting notice is as follows:~~Statements

OnThis ~~December~~news 4,release ~~2023,~~contains ~~Nasdaq~~forward-looking ~~had~~statements ~~notified~~about the ~~Company~~products ~~that~~and services of Pakistan within the ~~bid~~meaning ~~price~~of Section 27A of ~~its~~the ~~listed~~Securities ~~security~~Act ~~had~~of ~~closed~~1933 atand ~~less~~Section ~~than~~21E $1of ~~per~~the ~~share~~Securities ~~over~~Exchange Act of 1934. Forward-looking statements include statements about the ~~previous~~Company’s 30expectations ~~consecutive~~regarding ~~business~~the ~~days,~~trading of its common stock on the OTC Markets Group platform and, asany application it may make to trade on the OTCQB or other OTC market. Forward-looking statements ainclude ~~result,~~statements ~~did~~that are not ~~comply~~historical ~~with~~facts ~~Listing~~and ~~Rule~~can ~~5550(a)(2)~~be ~~(the~~identified by terms such as “~~Rule~~anticipate,”). In“believe,” “could,” ~~accordance~~“estimate,” ~~with~~“expect,” ~~Listing~~“intend,” ~~Rule~~“may,” ~~5810(c)(3)(A)~~“plan,” ~~the Company~~“potential,” ~~was~~“predict,” ~~provided~~“project,” ~~180~~“seek,” ~~calendar~~“should,” ~~days~~“will,” “would” or ~~until~~similar expressions ~~June~~and 3,the ~~2024,~~negatives of those terms These types of statements address matters that are subject to ~~regain~~many ~~compliance~~risks ~~with~~and uncertainties. Actual results could differ materially from the ~~Rule.~~forward-looking ~~The~~guidance ~~Company~~we ~~has~~provide. ~~not~~Any ~~regained~~forward-looking ~~compliance~~statements ~~with~~should be considered in context of the ~~Rule~~risk factors disclosed in our annual report on Form 10-K and isour ~~not~~other ~~eligible~~filings ~~for~~with athe ~~second~~SEC. ~~180~~These ~~day~~filings ~~period,~~can ~~because~~be accessed on-line at www.sec.gov and other websites or can be obtained from the Company’s ~~does~~investor ~~not~~relations ~~meet~~department. ~~the~~All ~~$5,000,000~~of ~~minimum~~the ~~stockholders’~~information ~~equity~~and ~~requirement~~disclosures ~~for~~we ~~initial~~make ~~listing~~in onthis ~~The~~news ~~Nasdaq~~release ~~Capital~~regarding ~~Market~~our orbusiness, including any forward-looking guidance, are as of the ~~alternatives~~date ~~set~~given and ~~forth~~we ~~under~~assume ~~Listing~~no ~~Rule~~obligation ~~5550(b)~~to update or change this information, regardless of subsequent events.

Separately, on April 18 and May 17, 2024, Staff notified the Company that since it failed to file the Form 10-K for the year ended December 31, 2023, and the Form 10-Q for the period ended March 31, 2024, the Company no longer met the filing requirement for continued listing on The Nasdaq Stock Market set forth under Listing Rule 5250(c)(1). In light of the foregoing and in accordance with Listing Rule 5810(c)(2)(A), Staff cannot accept a plan to regain compliance. As such, these matters are an additional and separate basis for delisting the Company’s securities from The Nasdaq Stock Market.SIGNATURE

~~Item~~Pursuant ~~5.02~~to ~~Departure~~the requirements of ~~Directors~~the orSecurities ~~Certain~~Exchange ~~Officers;~~Act ~~Election~~ of ~~Directors;~~1934, the ~~Appointment~~registrant ofhas ~~Certain~~duly ~~Officers;~~caused ~~Compensatory~~this ~~Arrangements~~report ofto ~~Certain~~be ~~Officers~~signed on its behalf by the undersigned hereunto duly authorized.

On June 7, 2024, Keith Fredriksen resigned as a director of the Company, effective 5:00 PM Los Angeles time on June 14, 2024. Mr. Fredriksen had been discussing with the Company his concerns about lack of time to continue to fulfill his duties due to on-going commitments to other companies. No replacement for Mr. Fredriksen has been selected yet.

	Gamer Pakistan Inc.

Date: August 2, 2024	By: /s/ James Knopf
	Name: James Knopf Title: Chief Executive Officer

~~SIGNATURE~~- 2 -

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.

	Gamer Pakistan Inc.
Date: June 10, 2024	By: /s/ James Knopf
	Name: James Knopf Title: Chief Executive Officer

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