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) ~~October~~January 817,~~2024~~ 2025. PANAMERA HOLDINGS CORPORATION (Exact name of registrant as specified in its charter)

Nevada	000-55569	46-5707326
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdictionof incorporation)	(CommissionFile Number)	(IRS EmployerIdentification No.)

2000 West Loop South, Suite 1820 Houston, Texas		77056
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (713) 878-7200

N/A

(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:

☐ 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))

☐ 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 ☒

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 1.01. Entry into a Material Definitive Agreement.

On ~~August~~January 817, ~~2024~~2025, Panamera Holdings Corporation (“PHCI: or the ”Company”) ~~entered~~and ~~into~~AusTex aAggregates, ~~binding~~LLC agreed to discontinue the Purchase Agreement for Membership Interests (the “Purchase Agreement”) ~~with~~from ~~AusTex~~October ~~Aggregates~~1, ~~LLC~~2024. ~~(“AA”)~~That ~~and~~agreement called for the ~~owner~~exchange of ~~100%~~2,750,000 shares of restricted common stock from the ~~issued~~treasury ~~and~~of ~~outstanding~~PHCI for 100% of the Membership Interests of ~~AA,~~Mr. Chet Fazand, ~~the~~in ~~Member~~AusTex Aggregates LLC (“AA”). ByThe ~~the~~agreement ~~terms~~was subject to confirmatory due diligence and audit of ~~the~~AusTex ~~agreement,~~for ~~the~~two ~~parties~~fiscal ~~closed~~years ~~the~~2022 ~~Purchase~~and ~~Agreement~~2023. onIn ~~October~~considering 1,our ~~2024~~accounting ~~with~~methodology and the ~~exchange~~timing of ~~2,750,000~~the ~~Shares~~audit of ~~restricted~~two ~~common~~years’ ~~stock~~records, ~~from~~PHCI ~~the~~and ~~treasury~~AA ofhave ~~PHCI~~mutually agreed to ~~the~~terminate ~~Member,~~this ~~Mr.~~transaction ~~Fazand~~ and ~~the~~believe ~~delivery~~this ofdecision ~~100%~~is ofin the ~~Membership~~best ~~Interests~~interest byof ~~Mr.~~both ~~Fazand~~parties tomoving ~~PHCI~~forward.

~~AusTex~~Furthermore, ~~Aggregates~~PHCI ~~has~~respectfully ~~been~~requests ato ~~key~~be ~~provider~~held ofharmless ~~aggregate~~and toindemnified ~~Fortune~~from ~~100~~an ~~companies~~past, ~~Texas~~present ~~Department~~, ofor ~~Transportation,~~future ~~and~~liabilities ~~various~~associated ~~government~~with ~~agencies~~AA. AAIn isreturn, anPHCI ~~established~~will ~~and~~hold ~~growing~~AA ~~aggregates~~harmless ~~company~~and ~~located~~indemnity infrom ~~the~~all ~~Austin~~past, ~~Texas~~present, ~~area~~and ~~that~~future ~~specialize~~liabilities inassociated ~~producing~~with ~~geo-tech~~its ~~lab~~activities. ~~qualified~~Both ~~flex-base~~parties ~~and~~agree ~~road~~to ~~base,~~refrain ~~pipe~~from ~~bedding~~making ~~gravels,~~any ~~drainage~~disparaging ~~and~~remarks ~~ballast~~regarding ~~gravel,~~the ~~select~~other. ~~fill,~~We ~~foundation~~believe ~~fill~~maintaining ~~screenings~~a &positive ~~crusher~~relationship ~~fines,~~is ~~rip-rap,~~essential ~~embankment~~for ~~fill,~~both ~~topsoil,~~companies ~~landscape~~as ~~boulders,~~we ~~made-to-order~~proceed ~~materials,~~in ~~purchase~~our ~~order~~respective ~~fulfilled stockpiles and volume discount pricing~~directions.

Item 2.01 Completion of Acquisition or Disposition of Assets

The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.

~~Item 9.01. Financial Statements and Exhibits.~~2

~~(d) Exhibits.~~ SIGNATURES

~~The~~Pursuant ~~Company~~to ~~hereby~~the ~~files~~requirements orof ~~furnishes,~~the asSecurities ~~applicable~~Exchange Act of 1934, the ~~following~~registrant ~~exhibits:~~has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

10.1	Purchase Agreement dated August 8, 2024
99.1*	Press Release dated as of August 20, 2024
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

PANAMERA HOLDINGS CORPORATION

/s/ T. Benjamin Jennings
T. Benjamin Jennings
President, Chief Executive Officer and Director

Date: January 22, 2025

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 hereunto duly authorized.

PANAMERA HOLDINGS CORPORATION /s/ T. Benjamin Jennings T. Benjamin Jennings President, Chief Executive Officer and Director Date: October 8, 2024

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