Exhibit 12.2

 

**CERTIFICATIONPURSUANT TO**

**Rule13a-14(b) and Section 1350 of Chapter 63**

**ofTitle18 of the United States Code (18 U.S.C. 1350).**

 

I, Neil Spellman, certify that:

1. I have reviewed this Annual Report on Form 20-F (2023) of 37 Capital Inc.

2. Based on my knowledge,this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all materialrespects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4. The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules13a-15(f) and 15d-15(f)) for the company and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controlsand procedures to be designed under our supervision, to ensure that material information relating to the company, is made known to usby others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal controlover financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide areasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposesin accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the Company’s disclosure controlsand procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of theend of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the company’s internalcontrol over financial reporting that occurred during the period covered by the Annual Report that has materially affected, or is reasonablylikely to materially affect, the company’s internal control over financial reporting; and

5. The Company’s other certifyingofficer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’sauditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting whichare reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information;and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’sinternal control over financial reporting.

 

Date: January 10, 2025.

“Neil Spellman”

Neil Spellman

Chief Financial Officer