6-K - HHHEF - Equibles

FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Report Of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

of the Securities Exchange Act of 1934

For the months of June and July 2023

Commission File No. 000-16353

37CAPITAL INC.

(Translation of registrant's name into English)

Suite303, 570 Granville Street, Vancouver, BC, Canada V6C 3P1

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1) ☐

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

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SUBMITTED HEREWITH

Exhibit 99.1	New Release dated June 1, 2023 (acquisition of shares)
Exhibit 99.2	News Release dated June 1, 2023 (private placement)
Exhibit 99.3	News Release dated June 5, 2023 (flow through private placement)
Exhibit 99.4	News Release dated June 5, 2023 (acceleration clause)
Exhibit 99.5	News Release dated July 24, 2023

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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, thereunto duly authorized.

37Capital Inc.

“Jake H. Kalpakian”

Jake H. Kalpakian

President

August 3, 2023.

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NEWSRELEASE

Symbols: JJJ.X - CSE

HHHEF – OTC Pink

Acquisitionof Common Shares

VANCOUVER, BRITISH COLUMBIA. June 1, 2023. 37 Capital Inc. (the “Company” or “37 Capital”) announces one of the shareholders of the Company has acquired common shares of the Company through the non-brokered private placement financing (the “Private Placement Financing”) that closed on May 15, 2023.

Early Warning Report

As a result of the Private Placement Financing, Mr. Rob Fia has acquired 3,000,000 common shares of 37 Capital at the price of $0.025 per unit totalling $75,000. Mr. Fia now has ownership and control of 3,040,000 common shares representing approximately 25% of the issued and outstanding common shares of 37 Capital, and 3,000,000 warrants representing approximately 41% of the issued and outstanding warrants of 37 Capital, as at May 15, 2023.

Mr. Rob Fia may acquire additional common shares of, or dispose his holdings of common shares of, 37 Capital through the market, privately or otherwise, as circumstances or market conditions warrant.

A copy of the Early Warning Report for Mr. Rob Fia has been filed with the applicable securities regulators regarding the transaction and is available on SEDAR (www.sedar.com). A copy of the Early Warning Report further information may also be obtained by contacting 37 Capital and Mr. Rob Fia at [email protected].

For more information on the Company, please contact us at (604) 681-0204. In addition, please visit the Company’s website at www.37capitalinc.com or the CSE’s website at the following direct link http://thecse.com/en/listings/mining/37-capital-inc.

On Behalf of the Board,

37 CapitalInc.

“JakeH. Kalpakian”

Jake H. Kalpakian,

President

TheCNSX has not reviewed and does not accept responsibility for the adequacy or accuracy of this news release.

Tradingin the securities of the Company should be considered speculative.

37 Capital Inc.

Suite 303, 570 Granville Street.

Vancouver, BC V6C 3P1

Tel: (604) 681-1519 Fax: (604) 681-9428

www.37capitalinc.com email: [email protected]

NEWSRELEASE

Symbols: JJJ.X - CSE

HHHEF – OTC Pink

37Capital announces proposed private placement

VANCOUVER,BRITISH COLUMBIA. June 1, 2023. 37 Capital Inc. (the “Company” or “37 Capital”) intends to enter into a non-brokered private placement financing whereby the Company may raise gross proceeds of up to $100,000 by issuing up to 4,000,000 units of the securities of the Company at the price of $0.025 per unit (the “Proposed Financing”). Each Unit will consist of one common share in the capital of the Company and one share purchase warrant to purchase an additional common share in the capital of the Company at the price of $0.05 per common share for a period of 5 years from Closing. Finder’s fees may be payable in respect to this transaction and certain insiders may participate in this financing. All securities that will be issued in connection with this Proposed Financing will include a hold period in accordance with applicable securities laws. The proceeds of this Proposed Financing shall be utilized towards the payment of the Company’s liabilities and for general working capital purposes.

On Behalf of the Board,

37 CapitalInc.

“JakeH. Kalpakian”

Jake H. Kalpakian,

President

TheCNSX has not reviewed and does not accept responsibility for the adequacy or accuracy of this news release.

Tradingin the securities of the Company should be considered speculative.

37 Capital Inc.

Suite 303, 570 Granville Street.

Vancouver, BC V6C 3P1

Tel: (604) 681-1519 Fax: (604) 681-9428

www.37capitalinc.com email: [email protected]

NEWSRELEASE

Symbols: JJJ.X - CSE

HHHEF – OTC Pink

37Capital announces flow-through share financing

VANCOUVER,BRITISH COLUMBIA. June 5, 2023. 37 Capital Inc. (the “Company” or “37 Capital) wishes to announce that it intends to raise funds for gross proceeds of up to $100,000 by the issuance of up to 4,000,000 flow-through units of the Company at a price of $0.025 per unit. Each flow-through unit will consist of one flow-through common share of the Company and one non-flow-through share purchase warrant to acquire one non-flow-through common share of the Company at a price of $0.05 for a period of five years. All securities that may be issued in connection with this financing will be subject to a four-month and a day hold period. Finder’s fees may be payable in respect to this transaction and certain insiders may participate in this financing. The funds raised from this financing will be used towards exploration work expenditures on the Company’s mineral property located in the Province of British Columbia.

In the event that the Company’s shares trade on the CSE at $0.20 per share or above for a period of 10 consecutive trading days, a forced exercise provision will come into effect for the warrants issued in connection with this financing.

On Behalf of the Board,

37 CapitalInc.

“JakeH. Kalpakian”

Jake H. Kalpakian,

President

TheCSE has not reviewed and does not accept responsibility for the adequacy or accuracy of this news release.

Tradingin the securities of the Company should be considered speculative.

37Capital Inc.

Suite 303, 570 Granville Street.

Vancouver, BC V6C 3P1

Tel: (604) 681-1519 Fax: (604) 681-9428

www.37capitalinc.com email: [email protected]

NEWSRELEASE

Symbols: JJJ.X - CSE

HHHEF – OTC Pink

37Capital announces acceleration clause on its

proposed private placement financing

VANCOUVER,BRITISH COLUMBIA. June 5, 2023. 37 Capital Inc. (the “Company” or “37 Capital”) announces that further to its news release dated June 1, 2023, the Company’s proposed non-brokered private placement of up to $100,000 by issuing up to 4,000,000 units of the securities of the Company at the price of $0.025 per unit will contain acceleration clause as follows: “In the event that the Company’s shares trade on the CSE at $0.20 per share or above for a period of 10 consecutive trading days, a forced exercise provision will come into effect for the warrants issued in connection with this financing.”

Each unit will consist of one common share in the capital of the Company and one share purchase warrant to purchase an additional common share in the capital of the Company at the price of $0.05 per common share for a period of 5 years from Closing. Finder’s fees may be payable in respect to this transaction and certain insiders may participate in this financing. The proceeds of this proposed financing shall be utilized towards the payment of the Company’s liabilities and for general working capital purposes.

On Behalf of the Board,

37 CapitalInc.

“JakeH. Kalpakian”

Jake H. Kalpakian,

President

The CSE has not reviewed and does not acceptresponsibility for the adequacy or accuracy of this news release.

Trading in the securities of the Company shouldbe considered speculative.

“intend”, “plan”, “plans”“estimate”, and similar words are used to identify forward-looking statements. Forward-looking statements are subject to avariety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those expressedor implied. Although management believes that the expectations reflected in such forward-looking statements are based on reasonable assumptions,projections and estimations, there can be no assurance that these assumptions, projections or estimations are accurate. Readers, shareholdersand investors are therefore cautioned not to place reliance on any forward-looking statements as the plans, assumptions, intentions orexpectations upon which they are based might not occur.

37Capital Inc.

Suite 303, 570 Granville Street.

Vancouver, BC V6C 3P1

Tel: (604) 681-1519 Fax: (604) 681-9428

www.37capitalinc.com email: [email protected]

NEWSRELEASE

Symbols: JJJ.X - CSE

HHHEF – OTC Pink

37 CapitalAnnounces Closing of the Flow-Through Financing

VANCOUVER, BRITISH COLUMBIA. July 24, 2023. 37 Capital Inc. (the “Company” or “37 Capital”) announces that further to its news release dated June 5, 2023, the Company has closed the flow-through financing (the “Private Placement Financing”) for gross proceeds of $50,000 through the issuance of 2,000,000 flow-through units of the Company. Each flow-through unit will consist of one flow-through common share, and one non-flow-through share purchase warrant to acquire one non-flow-through common share of the Company at the price of $0.05 until July 24, 2028. All securities issued in connection with this financing include a hold period in accordance with applicable securities laws.

The funds raised will be used towards mineral exploration expenditures on the Company’s mineral property in the Province of British Columbia.

Two Insiders acquired an aggregate of 2,000,000 flow-through units of the Private Placement Financing. The issuance of units to the Insiders is considered a related party transaction subject to Multilateral Instrument 61-101. 37 Capital is relying on exemptions from the formal valuation and minority shareholder approval requirements provided under section 5.5(c) and 5.7(1)(b) of Multilateral Instrument 61-101.

On Behalf of the Board,

37 CapitalInc.

“JakeH. Kalpakian”

Jake H. Kalpakian,

President

The CSE has not reviewed and does not acceptresponsibility for the adequacy or accuracy of this news release.

Trading in the securities of the Company shouldbe considered speculative.

Certain statements contained herein are “forward-looking”.Forward-looking statements may include, among others, statements regarding future plans, projected or proposed financings, costs, objectives,economic or technical performance, or the assumptions underlying any of the foregoing. In this News Release, words such as “may”,“would”, “could”, “will”, “likely”, “enable”, “feel”, “seek”,“project”, “predict”, “potential”, “should”, “might”, “objective”,“believe”, “expect”, “propose”, “anticipate”, “intend”, “plan”,“plans” “estimate”, and similar words are used to identify forward-looking statements. Forward-looking statementsare subject to a variety of risks and uncertainties and other factors that could cause actual events or results

37Capital Inc.

Suite 303, 570 Granville Street.

Vancouver, BC V6C 3P1

Tel: (604) 681-1519 Fax: (604) 681-9428