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): July6, 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> File Number)	87-0618509<br><br> <br>(IRS<br> Employer Identification No.)

299Main Street**, 13thFloor** , SaltLake City , Utah

84111

(Address of principal executive offices) (Zip code)

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

232-7395

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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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement<br> communications 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 July 7, 2023, that announced the mutual termination of a non-binding letter of intent to acquire the assets of the Luxcor Gold (Alberta) Limited Partnership. 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<br> No.	Description
99.1	Press<br> Release – Arvana and Luxcor Terminate LOI to Acquire Arizona Gold Property

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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:<br> /s/ Ruairidh Campbell	July<br> 07, 2023
Name:<br> Ruairidh Campbell
Title:<br> Chief Executive Officer and a Director

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Exhibit 99.1

ARVANAAND LUXCOR TERMINATE LOI TO ACQUIRE ARIZONA GOLD PROPERTY

Salt Lake City, Utah, July 7, 2023, Arvana Inc. (OTC: AVNI) today announced that it has reached a mutual understanding with Luxcor Gold (Alberta) Limited Partnership (Luxcor), to terminate the previously announced letter of intent (LOI) to acquire certain registered mining claims, mining permits, infrastructure and equipment to process prospective gold ore in La Paz County, Arizona.

The LOI, signed on June 28, 2023, outlined the terms and conditions for the acquisition of the Luxcor gold property, including related assets. However, after additional consideration, in light of subsequent discussions between the parties involved, Arvana and Luxcor jointly agreed to terminate the LOI. Both parties concluded that terminating the LOI was in their respective best interests due to their mutual reassessment of financial considerations.

The mutual termination of the LOI does not impact Arvana’s overall growth strategy or disrupt ongoing operations. Arvana’s dedicated management team continues to focus on advancing the company’s existing business, exploring new potential ventures, and delivering value to its stockholders.

Arvana will continue to provide updates on its activities, and share significant developments in its business with interested stakeholders.

For additional information concerning our business, please refer to Arvana’s filings with the Securities and Exchange Commission or contact us directly.

ArvanaInc.

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.

Forward-LookingStatements

Severalstatements contained in this press release are forward-looking statements of future expectations based on currently available information that are subject to risks and uncertainties including general economic conditions, changes in capital markets*, regulatorylegislation,* 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 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: ruairidh@arvana.us

Website: https://arvana.us