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): ~~November~~March 2519, ~~2024~~2025 (~~November~~December 2130, 2024)

BLACKWELL 3D CONSTRUCTION CORP.

(Exact name of registrant as specified in its charter)

Nevada	000-54452	80-0778461
(State or other jurisdiction	(Commission ~~File Number)~~	(IRS Employer
of Incorporation)	File Number)	Identification Number)

706-12 Bayswater Bay By Omniyat

Business Bay, Dubai 00000

United Arab Emirates

Tel.: +1 7027180807

(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

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))

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 ☒

BLACKWELL 3D CONSTRUCTION CORP.

Form 8-K

Current Report

Item 5.0302 ~~Amendments~~Departure toof ~~Articles~~Directors or Certain Officers; Election of ~~Incorporation~~Directors; orAppointment ~~Bylaws~~of Certain Officers; ~~Change~~Compensatory inArrangements ~~Fiscal~~of ~~Year~~Certain Officers.

OnThe ~~November 21, 2024, the~~ Board of Directors, ~~pursuant~~of toBlackwell ~~its~~3D ~~authority~~Construction toCorp. ~~create~~(the ~~and~~“Company”) ~~establish~~appointed ~~provisions~~Mahesh ~~for~~Krishnamurthy ~~new~~(“Mr. ~~classes of preferred stock~~Krishnamurthy”), ~~approved~~as ~~the Certificate of Designation establishing~~ a ~~new~~member ~~Series D Preferred Stock and the rights, preferences and privileges thereof. The Certificate~~ of ~~Designation was filed with~~ the ~~Secretary~~Board of ~~State~~Directors ofand ~~the~~Mr. ~~State~~Krishnamurthy ofaccepted ~~Nevada~~such onappointment ~~November~~effective 21December 30, 2024 and ~~effective~~Shrihari ~~the~~Allangala ~~same day~~(“Mr. ~~Some~~ ofAllangala”), ~~the~~as ~~material~~a ~~terms~~member ~~for the new shares~~ of ~~Series C Preferred Stock include: (i)~~ the ~~number~~Board of ~~shares~~Directors ~~constituting~~and ~~Series~~Mr. DAllangala ~~preferred~~accepted ~~stock~~such ~~shall~~appointment beeffective ~~ten~~January ~~million (~~10,~~000,000)~~ ~~shares~~2025. ~~out~~The ~~of the total one hundred million preferred shares authorized by the~~ Company, ~~(ii)~~believes ~~the~~that ~~Series D preferred shall have a par value of $0~~Mr.~~00001~~ ~~per~~Krishnamurthy ~~share~~ and ~~shall~~Mr. beAllangala ~~designated~~possesses asthe ~~“Series D Preferred Stock”~~skills, ~~(iii) each share of Series C preferred stock shall non-voting~~attributes, ~~(iv)~~and ~~Series~~relevant Dexperience ~~Preferred~~that ~~Stock~~qualify ~~Holders~~them ~~must hold their shares for a period one (1) year prior~~ to ~~conversion.~~serve ~~For~~as ~~the~~members ~~full summary~~ of the ~~rights,~~Company’s ~~powers~~board ~~and preferences~~ of ~~the~~directors, ~~Series~~including Chis ~~preferred~~leadership ~~shares~~skills, ~~please see information set forth in the Certificate of Designation attached on Exhibit 3.1 of this report~~ and ~~incorporated herein by reference hereto~~experience.

~~Item~~Director ~~8.01~~Biographies: ~~Other Events.~~

The Company recently obtained commercial office space located at 706-12 Bayswater Bay By Omniyat, Business Bay, Dubai 00000 consisting of approximately 250 square meters which will serve as the Company’s new corporate headquarters in the UMr.~~A.E.~~ Mahesh Krishnamurthy:

~~Item~~Mr. 9Krishnamurthy is a business leader and Chartered Accountant with over 30 years of experience in financial strategy, project financing, structured debt, M&A, and wealth management.01 ~~Financial~~Specifically, ~~Statements~~from November 2020 through the present, he has served as a Member the Board of Directors of R&D Capital Advisors Private Limited, located in Chennai, India, where he was instrumental in spearheading strategic growth initiatives for startups and ~~Exhibits~~SMEs, enabling access to capital and market expansion. He is the Co-Founder of SageStreet Advisory Pvt Ltd, located in Bangalore, India from August 2016 through the present. SageStreet focuses is on driving capital-raising efforts and providing strategic advisory services to high-potential startups. Also, Mr. Krishnamurthy, is the founder of ICareSME.com, located in Chennai, India, from January 2016 through October 2024, which established an SME-focused platform offering tailored solutions for loans, equity funding, and strategic business growth. Additionally, he has successfully guided startups in raising debt and equity funding while delivering investment advisory services, led organizational transformation, streamlining operations and driving strategic initiatives in the manufacturing sector, and managed nationwide commercial operations, achieving significant performance and revenue enhancements.

~~(d) Exhibits~~Mr. Shrihari Allangala:

3.1	Certificate of Designation for Blackwell 3d Construction Corp., Series D Preferred Shares dated November 21, 2024.
104	Cover Page Interactive Data File (embedded within the Inline XBRL Document)

Mr. Allangala is a seasoned finance professional with extensive expertise in private equity, investment banking, startup consulting, and ecosystem development. Based in Bengaluru, Karnataka, he has played a pivotal role in helping startups and mid-sized enterprises secure funding, scale their operations, and navigate complex financial landscapes. With a deep understanding of capital markets, Mr. Allangala has successfully led investment initiatives, advised on mergers and acquisitions, and mentored entrepreneurs in building sustainable businesses. Specifically, since August 2016, Mr. Allangala has been a Partner at IcareSME, where he leads initiatives to support small and medium enterprises (SMEs) in fundraising, strategic growth, and investment readiness. He collaborates closely with investors to cultivate a strong portfolio of high-potential startups while providing hands-on mentorship to founders. Prior to this, he served as Managing Director at Liberty Global Capital (January 2011 – February 2012), advising clients on private equity, capital raising, and business strategy across diverse industries. Academically, he holds a Postgraduate Diploma in Finance from Indira Gandhi National Open University (2002 – 2003) and an International Certification for Financial Advisers – Investment Banking from CII, London (2002).

2Neither Mr. Krishnamurthy nor Mr. Allangala has any family relationships with any director or executive officer of the Company, nor are there any related party transactions between the Company and the newly appointed directors that require disclosure under Item 404(a) of Regulation S-K. In connection with their appointments, Mr. Krishnamurthy and Mr. Allangala will not immediately receive compensation, however, they may receive compensation in the future which will be consistent with the Company’s then standard compensation arrangements for non-employee directors, if so adopted.

~~SIGNATURES~~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 thereunto duly authorized.~~ SIGNATURES

		BLACKWELL 3D CONSTRUCTION CORP.
Dated: November 27, 2024		/s/Mohammed Saif Zaveri
		By: Mohammed Saif Zaveri
		Its: Chief Executive Officer

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.

	BLACKWELL 3D CONSTRUCTION CORP.

Dated: March 19, 2025	/s/ Mohammed Saif Zaveri
	By: Mohammed Saif Zaveri
	Its: Chief Executive Officer

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