8-K

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): March 31, 2023

ARVANA

INC.

(Exact name of registrant as specified in its charter)

Nevada<br><br> <br>(State<br> or other jurisdiction of incorporation)	000-30695<br><br> <br>(Commission<br><br> <br>File<br> Number)	87-0618509<br><br> <br>(IRS<br> Employer Identification No.)

299 Main Street, 13th Floor, Salt Lake City, Utah

84111

(Address of principal executive offices) (Zip code)

Registrant’s telephone number, including area code: (801) 232-7395

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<br> to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to<br> Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement communications<br> pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications<br> pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title<br> of each class	Trading<br> Symbol(s)	Name<br> of each exchange on which registered
n/a	n/a	n/a

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.45 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check number 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. ☐

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Item7.01 Regulation FD Disclosure

Arvana Inc. filed a press release on April 3, 2023, to advise its stockholders and other interested parties, that the forward split of its common stock, as previously announced on February 23, 2023, did not proceed as planned on the designated effective date. The delay in effecting the forward-split is due to the fact that this corporate action remains subject to review by the Financial Industry Regulatory Authority (FINRA). The press release is attached hereto as Exhibit 99.1.

The information in this item is "furnished" and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that section. It may only be incorporated by reference in another filing under the Exchange Act, or the Securities Act of 1933, as amended, if and to the extent such subsequent filing specifically references the information herein as being incorporated by reference in such filing.

Item9.01 Financial Statements and Exhibits

(d)Exhibits

Exhibit No.	Description
99.1	Press Release – Arvana Inc. Communicates Delay in Effectiveness of<br>Forward Stock- Split

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SIGNATURE

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.

Arvana Inc.	Date
By: /s/ Ruairidh Campbell	April<br> 3, 2023
Name: Ruairidh<br> Campbell
Title: Chief<br> Executive Officer and a Director

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ARVANAINC. COMMUNICATES DELAY IN EFFECTIVNESS OF FORWARD STOCK-SPLIT

Salt Lake City, Utah, April 3, 2023, Arvana Inc. (“OTC: AVNI”) today advises its stockholders, and other interested parties, that the forward split of its common stock, as previously announced on February 23, 2023, did not proceed as planned on the designated effective date. The delay in effecting the forward-split is due to the fact that this corporate action remains subject to review by the Financial Industry Regulatory Authority (FINRA).

Arvana's chief executive officer, Ruairidh Campbell commented on this most recent development. "We understand that this delay may come as a disappointment to our stockholders who were anticipating the benefits of the forward-split. However, we want to assure you that we will work diligently with FINRA to resolve any outstanding issues. We remain committed to our mission of creating long-term value for our stockholders, and we will continue to keep you informed of any updates regarding the status of the forward-split. Thank you for your patience and understanding during this process."

Arvana Inc.

Arvana (“OTC: AVNI”) is a public company registered under the Securities & Exchange Act of 1934, as amended, that is quoted on the OTC Pink Sheets Current Information Alternative Reporting platform. We operate a fishing charter business through our wholly owned subsidiary Down2Fish Charters, LLC.

Down2Fish offers a range of curated maritime adventures that include inshore, offshore, and custom charters for fishing enthusiasts, nature lovers, and sea bound adventurers. Our business is operated from a private dock in Palmetto, Florida to service the Greater Tampa Bay area including St Petersburg, Venice, Sarasota, and Clearwater.

Forward-Looking Statements

Several statements contained in this press release are forward-looking statements of future expectations based on currently available information that are subject to risks and uncertainties includinggeneral economic conditions, changes in capital markets, regulatory legislation, and other circumstances that may cause actual results to be materially different from those expectations. Arvana does not make any representation or warranty, express or implied, as to the accuracy, completeness, or status of such statements so it will not be liable for any decision made or action taken in conjunction with the information and/or statements contained in this press release. Arvana encourages the public to read the information provided in conjunction with its recent filings on Schedule 14c, Form 8-K, Form 10-Q and Form 10-K, which may be viewed at www.sec.gov.

Contact

Ruairidh Campbell, Chief Executive Officer

Phone: +1 801-232-7395

Email: ruairidhcampbell@msn.com

Website: https://arvana.us