UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of Earliest Event Reported): August ~~May 24~~26, ~~2022~~2024

Zentrum Holdings, Inc. ~~(Exact name of registrant as specified in its charter)~~

Delaware		000-56221		32-0620813
(state or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification Number)

(Exact name of registrant as specified in its charter)

4-30-4F, YotsuyaShinjuku-ku, Tokyo, Japan		160-0004
Delaware	000-56221	32-0620813
(address of principal executive offices)		(zip code)
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

~~+81~~4-330-~~6303-9988 (registrant’s telephone number~~4F, ~~including area code)~~Yotsuya

~~N/A (former name or former mailing address~~Shinjuku-ku, Tokyo, ~~if changed since last report)~~Japan

(Address of principal executive offices)

Issuer's telephone number: +81-3-6303-9988

(Registrant’s telephone number, including area code)

________________________________________________

(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))

~~Indicate by check mark whether the registrant~~Note: “We”, is“Us”, an“Zentrum ~~emerging~~Holdings”, ~~growth~~and ~~company~~or as“The ~~defined~~Company” inrefer ~~Rule~~to ~~405~~Zentrum ofHoldings, ~~the Securities Act of 1933 (§ 230~~Inc.~~405~~, ofa ~~this chapter) or Rule 12b-2 of the~~Delaware ~~Securities Exchange Act of 1934 (§240~~Company.~~12b-2 of this chapter).~~

~~Emerging~~This document contains certain forward-looking statements. All statements other than statements of historical fact are “forward-looking statements” for purposes of these provisions, including any projections of earnings, revenues, or other financial items; any statements of the plans, strategies, and objectives of management for future operation; any statements regarding future economic conditions or performance; statements of belief; and any statement of assumptions underlying any of the foregoing. These forward-looking statements involve significant risks and uncertainties, including, but not limited to, the following: the ability to secure additional sources of finance; the successful integration of acquisitions, market perception or success of our products/ services; growth ~~company~~and anticipated operating results; developments in our markets and strategic focus; and future economic and business conditions. Our actual results could differ materially from those anticipated in such forward-looking statements as a result of these and a number of other factors. These forward-looking statements are made as of the date of this filing, and we assume no obligation to update such forward-looking statements. ~~[X]~~

~~If an~~Item ~~emerging~~5.06 ~~growth~~Change ~~company,~~in ~~indicate~~Shell byCompany 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. [ ] Status

~~“We”~~Zentrum Holdings, ~~“Us”~~Inc., ~~and~~which operates exclusively through its wholly owned subsidiary OFF Line Japan Co., Ltd., is no longer classified as a shell company because it fulfills the SEC’s criteria for having active business operations that are more than nominal in nature. According to SEC staff interpretation, a shell company is typically defined as having either no or ~~“The~~nominal ~~Company”~~operations and assets consisting ~~refer~~solely of cash, or assets that are deemed to be nominal. In contrast, Zentrum Holdings is now actively engaged in business activities through its wholly owned subsidiary, ~~Inc~~OFF Line Japan Co., Ltd. which is responsible for developing and maintaining the company’s software and hardware, including the innovative communication device “Blette.”

~~Item~~The company’s 8operations extend beyond basic or nominal activity at this juncture.01 ~~Other~~Blette, ~~Events~~also referred to as “BLE 5.0”, has recently concluded development and is now available directly through the company’s website at https://www.blette.offlinejapan-web.com/en/blette/ and is also available on Amazon. Blette is a tangible product that enables communication via text and location sharing without internet access, even during emergencies. This product is not only actively marketed but also sold on platforms like Amazon, demonstrating a market presence. The existence of such a functional and marketable product is a clear indicator that Zentrum Holdings is engaged in meaningful business activities, that are more than nominal in nature, rather than being a mere shell company.

OnFinancially, ~~May~~Zentrum 24Holdings has also shown prudence in managing its resources. The company’s December 31, ~~2022~~2023, ~~our~~year-end ~~largest~~audited ~~controlling~~financials indicates ~~shareholder~~$743,647 ~~Koichi~~in ~~Ishizuka~~liabilities, ~~sold~~ aindicating ~~total~~that ofit ~~3,567,000~~has ~~shares~~been ofable ~~restricted~~to ~~common~~build ~~stock~~its ofbusiness without incurring what the ~~Company~~company tobelieves to be excessive debt. This financial management suggests that the ~~following~~company's ~~parties~~operational activities, in the ~~respective~~Company’s ~~quantities:~~opinion, cannot be deemed nominal, as they reflect a more substantive business structure.

Name of Purchaser	Common Shares Purchased	Price Paid Per Share ($)	Total Approximate Amount Paid ($)
Rei Ishizuka1	1,716,000	0.0001	171.60
White Knight Co., Ltd. 2	1,000,000	0.0001	100.00
Eiichi Ueda	251,000	0.0001	25.10
Yuko Takeuchi	600,000	0.0001	60.00
Total	3,567,000	0.0001	356.70

Furthermore, the SEC’s stance has evolved to recognize the distinction between shell companies and start-ups or growing businesses. SEC Release No. 33-8869 clarifies that start-ups with limited operating histories do not meet the definition of having “no or nominal operations.” Given that Zentrum Holdings is now a viable and expanding enterprise with active operations, the Company is of the opinion that it meets the criteria set forth by the SEC for being considered a non-shell company.

1Item ~~Rei Ishizuka is the wife of Koichi Ishizuka~~9.01 ~~Koichi~~Financial ~~Ishizuka~~Statements ~~is our controlling shareholder, sole officer,~~ and ~~only director~~Exhibits.

~~2 White Knight Co~~None.~~, Ltd. is owned and controlled by Koichi Ishizuka. White Knight Co., Ltd. is a Japanese entity.~~

In regards to all of the above transactions, Koichi Ishizuka claims an exemption from registration afforded by Section Regulation S of the Securities Act of 1933, as amended ("Regulation S") for the above sales of the stock since the sales of the stock were made to non-U.S. persons (as defined under Rule 902 section (k)(2)(i) of Regulation S), pursuant to offshore transactions, and no directed selling efforts were made in the United States by the issuer, a distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing.SIGNATURES

~~Following~~Pursuant to the ~~above~~requirements ~~transactions,~~of ~~Koichi~~the ~~Ishizuka~~Securities ~~now~~Exchange ~~owns~~Act 14of 1934,~~500,000~~ ~~shares~~the ofregistrant ~~our~~has ~~Common~~duly ~~Stock.~~caused ~~Koichi~~this ~~Ishizuka~~report ~~remains~~to ~~our majority~~be ~~controlling~~signed ~~shareholder.~~on Heits ~~also~~behalf ~~remains~~by ~~our~~the undersigned ~~sole~~hereunto ~~officer~~duly ~~and director~~authorized.

~~The above~~Zentrum ~~transactions did not result in a change to our balance of issued and outstanding shares of common stock as the shares were sold from the account of Koichi Ishizuka. As of today’s date we have 20~~Holdings,~~000,000~~ ~~shares of Common Stock issued and outstanding~~Inc.

AnDated: ~~unsigned,~~August ~~blank~~26, copy of the specimen subscription used for the aforementioned sale(s) of common shares is attached herein as exhibit 10.1. This Form 8-K does not purport to include full details and or terms of the sale of shares to Rei Ishizuka, White Knight Co., Ltd., Eiichi Ueda, and Yuko Takeuchi.2024

~~Item~~By: /s/ ~~9.01~~Koichi ~~Financial Statements and Exhibits.~~Ishizuka

~~(d)~~Koichi ~~Exhibits~~Ishizuka

Exhibit No.	Description
10.1	Specimen Subscription Agreement - Unsigned, Blank Copy

Chief Executive Officer, Chef Financial Officer, Director

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.

	Zentrum Holdings, Inc.
Dated: May 25, 2022	/s/ Koichi Ishizuka
	Koichi Ishizuka Chief Executive Officer

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