6-K

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 month of October 2024

Commission File No. 000-16353

37 CAPITAL INC.

(Translation of registrant's name into English)

Suite 575, 510 BurrardStreet, Vancouver, BC, Canada V6C 3A8

(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

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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.

37 Capital Inc.

“Jake H. Kalpakian”

____________________

Jake H. Kalpakian

President

November 1, 2024

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NEWS RELEASE

Symbols: JJJ - CSE

HHHEF – OTC Pink

37Capital Announces Proposed Private Placement

VANCOUVER, BRITISH COLUMBIA.October 1, 2024. 37 Capital Inc. (the “Company” or “37 Capital”) intends to enter into a non-brokered private placement, whereby the Company may raise gross proceeds of up to $200,000 by issuing up to 2,000,000 units of the Company, at the price of $0.10 per unit (the “Proposed Financing”). Each unit will consist of one (1) common share of the Company and one (1) share purchase warrant to purchase an additional common share of the Company, at the price of $0.15 per common share, for a period of three (3) years from the closing date.

There may be finder’s fees payable, and certain insiders may participate in this Proposed 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 for general working capital purposes.

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

On Behalf of the Board of

37CAPITAL INC.

“Jake H. Kalpakian”

____________________

Jake H. Kalpakian,

President and CEO

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.

Certain statementscontained herein are “forward-looking”. Forward-looking statements may include, among others, statements regarding futureplans, projected or proposed financings, costs, objectives, economic or technical performance, or the assumptions underlying any of theforegoing. 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-lookingstatements. Forward-looking statements are subject to a variety of risks and uncertainties and other factors that could cause actual eventsor results to differ materially from those expressed or implied. Although management believes that the expectations reflected in suchforward-looking statements are based on reasonable assumptions, projections and estimations,there can be no assurance that these assumptions, projections or estimations are accurate. Readers, shareholders and investors are thereforecautioned not to place reliance on any forward-looking statements as the plans, assumptions, intentions or expectations upon which theyare based might not occur.