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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):
November 11, 2025
CHILEAN COBALT CORP.
(Exact name of registrant as specified in its charter)
| Nevada |
|
333-268335 |
|
82-3590294 |
|
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification Number) |
1199 Lancaster Ave, Suite 107
Berwyn, Pennsylvania 19312
(Address of principal executive offices)
(484) 580-8697
(Registrant’s telephone number, including
area code)
Not Applicable
(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 obligations 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)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name
of each exchange on which registered |
| None. |
|
|
|
|
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 7.01 |
Regulation FD Disclosure. |
On November 13, 2025, Chilean
Cobalt Corp. (the “Company”) issued a press release announcing it has entered into an offtake arrangement, pursuant to a Deed
of Undertaking, with a wholly-owned subsidiary of Glencore plc (LSE: GLEN) (together, with its subsidiaries, “Glencore”).
The Company will provide Glencore with an irrevocable and exclusive right to purchase up to 100% of cobalt and/or copper containing products
at and/or derived from the Company’s La Cobaltera and El Cofre projects in northern Chile, as well as any other materials, metals
and/or byproducts produced and/or derived from the La Cobaltera and El Cofre projects (the “Materials”), for the life of mine.
The press release is attached hereto as Exhibit 99.1 and incorporated herein by this reference.
The information contained
in the press release attached hereto is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that Section, and shall not be incorporated
by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act,
except as shall be expressly set forth by specific reference in such filing.
On November 11, 2025, the
Company entered into a Deed of Undertaking (the “Deed of Undertaking”) with Glencore. Pursuant to the terms of the Deed of
Undertaking, the Company agreed to provide Glencore with an irrevocable and exclusive right of first and last refusal to purchase up to
100% of the Materials, as well as any other materials, metals and/or byproducts produced and/or derived from the Company’s La Cobaltera
and El Cofre project areas in Chile, for the life of mine. In the future, if and when Glencore agrees to purchase Materials under this
arrangement, the terms of any purchases will be as set forth in an offtake contract to be entered into between the parties. The Company
expects that the price for the Materials will be mutually agreed upon by both parties no later than three months prior to commencement
of deliveries, and will be based on a premium or discount to a prevailing benchmark price index, such as the Fastmarkets cobalt price
index.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
|
Exhibit
Number |
|
Description |
|
99.1 |
|
Press release issued by Chilean Cobalt Corp. on November 13, 2025. |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
| |
CHILEAN COBALT CORP |
| |
|
| Dated: November 13, 2025 |
By: |
/s/ Duncan T. Blount |
| |
Name: |
Duncan T. Blount |
| |
Title: |
Chief Executive Officer |