Clean Vision Corp (Form: 8-K, Received: 05/01/2023 17:22:16)

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): April 25, 2023

Clean Vision Corporation

(Exact name of registrant as specified in its charter)

Nevada		024-11501		85-1449444
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

2711 N. Sepulveda Blvd. Suite 1051

Manhattan Beach, CA 90266

(Address of Principal Executive Offices) (Zip Code)

(424) 835-1845

(Registrant’s telephone number, including area code)

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 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

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 (§230.405 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 1.01 Entry into a Material Definitive Agreement.

On April 25, 2023 (the “Closing Date”), Clean-Seas, Inc. (“Clean-Seas”), a wholly owned subsidiary of Clean Vision Corporation (the “Company”) completed its previously announced acquisition of a fifty-one percent (51%) interest (the “Morocco Acquisition”) in Eco Synergie S.A.R.L., a limited liability company organized under the laws of Morocco (“Ecosynergie”), pursuant to that certain Notarial Deed dated as of January 23, 2023 (the “Signing Date”) setting forth the terms and provisions applicable to the Morocco Acquisition (the “Purchase Agreement”). On the Closing Date, Ecosynergie’s name was changed to Clean-Seas Morocco, LLC (“Clean-Seas Morocco”). Clean-Seas Morocco is managed by Mrs. Halima Aboudeine and Mr. Daniel C. Harris, the Company’s CRO. Mr. Harris also serves as the Chief Executive Officer of Clean-Seas Morocco.

Pursuant to the Purchase Agreement, Clean-Seas paid an aggregate purchase price of $6,500,000 for the Morocco Acquisition, of which (i) $2,000,000 was paid on the Closing Date and (ii) the remaining $4,5000,000 is to be paid to Ecosynergie Group over a period of ten (10) months from the Signing Date. Additionally, Clean-Seas committed to invest up to $50,000,000 in Clean-Seas Morocco over a period of ten (10) months from the Signing Date based on a schedule and business plan to be mutually agreed to by the parties.

On the Closing Date, Clean-Seas Morocco increased its bord of directors to five (5) directors (the “Clean-Seas Morocco Board”). The Ecosynergie Group designated Ms. Halima Aboudeie and Mr. Mohammed El Adbassi to serve as directors on the Clean-Seas Morocco Board.. The Company’s designees on the Clean-Seas Morocco Board are Mr. Daniel Bates, the Company’s CEO, Mr. Daniel Harris, the Company’s CRO and Dr. Michael Dorsey, a member of the Company’s board of directors.

Item 2.01 Completion of Acquisition of Disposition of Assets.

The applicable information set forth in Item 1.01 of this Current Report is incorporated by reference in this Item 2.01.

Item 7.01 Regulation FD Disclosure.

On January 23, 2023, the Company issued a press release announcing the signing of the Purchase Agreement and on and April 25, 2023, the Company issued a press release announcing the closing of the Morocco Acquisition.

The foregoing are being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor will they be deemed to be incorporated by reference in any filing under the Securities Act.

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of businesses or funds acquired.

The financial statements required by this Item 9.01(a) will be filed by amendment to this Current Report no later than 71 days after the date that this initial Current Report is due.

(b) Pro Forma Financial Information.

The pro forma financial information required by this Item 9.01(b) will be filed by amendment to this Current Report no later than 71 days after the date that this initial Current Report is due.

(d) Exhibits.

The following documents are filed as exhibits to this current report on Form 8-K or incorporated by reference herein. Any document incorporated by reference is identified by a parenthetical reference to the Commission filing that included such document.

Exhibit No.		Description
99.1		Press Release dated January 23, 2023
99.2		Press Release dated April 25, 2023
104		Cover Page Interactive Data File (formatted as inline XBRL).

Cautionary Note Regarding Forward-Looking Statement

The information contained in this Current Report on Form 8-K and the exhibits hereto contain “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements regarding the ongoing obligations under the Purchase Agreement and other statements containing the words “intend,” “may,” “should,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative of these terms or other comparable terminology, which are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. While the Company believes its plans, intentions and expectations reflected in those forward-looking statements are reasonable, these plans, intentions or expectations may not be achieved. The Company’s actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements. For information about the factors that could cause such differences, please refer to the Company’s filings with the U.S. Securities and Exchange Commission. Given these uncertainties, you should not place undue reliance on these forward-looking statements. The Company assumes no obligation to update any forward-looking statement.

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.

	CLEAN VISION CORPORATION

Date: May 1, 2023	By:	/s/ Daniel Bates
	Name:	Daniel Bates
	Title:	Chief Executive Officer

Exhibit 99.1

Clean Vision’s Subsidiary, Clean-Seas, to Acquire Majority Stake in Morocco-based Ecosynergie Group

Transaction Brings C-S 120 TPD of Pyrolysis Waste-Plastic Conversion Capacity to be Operational in Mid-2023

Los Angeles, CA – January 23, 2023 – Clean Vision Corporation (OTCQB: CLNV) (“Clean Vision” or the “Company”), today announced that its wholly owned subsidiary, Clean-Seas, Inc. (“C-S” or “Clean-Seas”), has entered into a definitive agreement (the “Agreement”) to acquire 51 percent (51%) of Agadir, Morocco-based Ecosynergie Group (“ESG”). The Agreement follows the companies’ execution of a binding term sheet to jointly develop a commercial scale pyrolysis facility that was previously announced on April 4, 2022.

Established in 1999, ESG is an operator of pyrolysis waste-plastic conversion technology with a current capacity of 20 tons per day (“TPD”). Additional equipment for two 50 TPD systems has already been ordered for the newly combined company. The first 50-TPD system is expected to be installed and operational in the second quarter of 2023, with the second 50-TPD system anticipated to be operational by the end of the third quarter 2023 -- increasing the total capacity to 120 TPD. The facility is expected to become a regional hub in the C-S Plastic Conversion Network, with current plans to add capacity and reach a total 350 TPD or greater within two years.

Pursuant to the terms of the Agreement, at the closing, which is expected to occur in the first quarter of 2023, subject to customary closing conditions, Clean-Seas will pay $6.5 million in cash for its controlling interest of ESG. ESG’s current assets include: five hectares of suitably zoned land, licenses/permits to operate pyrolysis facilities, ESG’s inventory of equipment and supporting technology which includes two 10-TPD pyrolysis plants as well as two additional units discussed above to be commissioned, totaling 120 TPD of capacity. ESG currently has greater than 10,000 tons of feedstock ready to be converted into clean, low-sulfur fuels, hydrogen, and it has an off-take agreement with a local oil and gas distributor.

Upon closing the transaction, ESG will be renamed Clean-Seas Morocco, LLC (“CSM”), which is the name of the joint venture entity the two companies established in April of last year. Daniel Harris, Clean Vision’s Chief Revenue Officer, will serve as CEO of CSM following the closing. Mohammed El Abbassi, ESG Director and General Manager, will become Chairman of the CSM Board which will eventually be comprised of five members at the closing.

Commenting on the transaction, Mr. El Abbassi said, “Our team believes this transaction is a big win for Morocco and for everyone involved. Combined with the Clean-Seas team and its capital commitment, we anticipate having the resources needed to reduce waste-plastic economically and profitably, while creating jobs and producing clean fuels to help offset higher energy prices.”

“This transaction is a terrific start to 2023, and we couldn’t be happier with our partners in Morocco,” said Dan Harris, Clean Vision CRO. “Everyone involved with this project is committed to its success, not just financially but for the positive impact it will have on the environment and the local community.”

“The Morocco facility not only proves the viability of the PCN concept,” Mr. Harris added, “but demonstrates to our partners and shareholders our ongoing commitment to turn our new business pipeline into quantifiable revenue generation, even in these challenging economic times. Following the closing, Clean-Seas’ plans to use its share of CSM’s current and growing cash flow to expand the Moroccan operations and fund similar Clean-Seas PCN conversion facilities elsewhere around the world.”

About Clean Vision Corporation

Clean Vision Corporation operates and intends to acquire and operate a portfolio of synergistic companies in the sustainable clean technology and green energy sectors. For more information, visit: cleanvisioncorp.com and follow us on Twitter: @CleanVisionCorp

About Clean-Seas, Inc.

Clean-Seas, Inc. is a wholly owned subsidiary of Clean Vision. It is working to provide efficient and cost-effective technology solutions that address locally the global waste plastic crisis as creating economic opportunity and social benefit across the world. Clean-Seas plans to work towards offering "best in class" pyrolysis technology deployment with strategic alliances for plastic diversion and conversion, including securing feedstock of plastic and off-take agreements. For more information, visit: clean-seas.com.

Cautionary Note Regarding Forward-Looking Statements

Certain statements regarding the following are particularly forward-looking in nature:

future plans to expand equipment and increase TPD capacity;

projected capital expenditures; and

future performance, developments and market forecasts.

Although we believe that the expectations reflected in these forward-looking statements are reasonable, these statements relate to future events or our future operational or financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. Furthermore, actual results may differ materially from those described in the forward-looking statements and will be affected by a variety of risks and factors that are beyond our control, including, without limitation, statements about our future financial performance, including our revenue, cash flows, costs of revenue and operating expenses; our anticipated growth; our predictions about our industry; the impact of the COVID-19 pandemic on our business and our ability to attract, retain and cross-sell to clients. The forward-looking statements contained in this press release are also subject to other risks and uncertainties. The forward-looking statements in this press release speak only as of the date on which the statements are made. We undertake no obligation to update, and expressly disclaim the obligation to update, any forward-looking statements made in this press release to reflect events or circumstances after the date of this press release or to reflect new information or the occurrence of unanticipated events, except as required by law.

Contact

Clean Vision Corporation

Dan Bates, CEO d.bates@cleanvisioncorp.com

Investors

Frank Benedetto 619-915-9422

Exhibit 99.2

Clean Vision Completes Acquisition to establish “Clean-Seas Morocco” and Begin rapid capacity expansion

LOS ANGELES, CA – April 25, 2023 –

Clean Vision Corporation (OTCQB: CLNV) (“Clean Vision” or the “Company”), an emerging leader in the sustainable clean technology and green energy sectors, announced today that its wholly owned subsidiary, Clean-Seas, Inc. (“Clean-Seas”), has successfully completed its previously announced acquisition of a 51% interest in Ecosynergie Group, a company focused on sustainable products and solutions based in Agadir, Morocco.

Following the completion of this transaction, Ecosynergie Group has been renamed Clean-Seas Morocco, LLC (“Clean-Seas Morocco”). Clean-Seas Morocco is expected to be able to process 120 tons per day (TPD) of pyrolysis waste-plastic at its Agadir facility beginning in October 2023.

Clean-Seas Morocco will serve as a Plastic Conversion Network (“PCN”) hub focused on the collection of waste plastic sourced from North Africa and the European Union and its conversion into a sustainable green energy source.

"We are thrilled to have completed our acquisition of a majority interest in Ecosynergie Group," said Clean Vision Chief Revenue Officer, Daniel Harris. "This is a significant milestone for Clean-Seas as we continue to scale up our global footprint. The acquisition will enable us to significantly expand operations in North Africa—a critical and strategically important geographic zone for waste plastic collection and conversion."

Clean-Seas Morocco is expected to operate with a processing capacity of 20 TPD by the end of the second quarter of 2023. Clean-Seas Morocco’s first 10-TPD unit produced approximately 60,000 Kg per month (60 Metric Tonnes) and over $25,000 in revenue in January and February 2023. Management expects production to double in May, with the second 10-TPD unit to begin operation in the coming weeks. As of the date of this press release, waste plastic feedstock used by Clean-Seas Morocco has been sourced from the local area.

Following the completion of this transaction, Clean-Seas Morocco acquired two new 50-TPD units which are expected to expand its capacity to 70 TPD by June 2023 and 120 TPD by September 2023. The Company expects that Clean-Seas Morocco’s capacity to further scale up to 500 TPD over the next 2-3 years.

Clean-Seas Morocco expects to leverage Ecosynergie Group's existing infrastructure and expertise in sustainability and plastic waste management to create a sustainable and efficient waste management system in North Africa. The hub will also serve as a platform for Clean-Seas to expand its operations in the region and create new opportunities for growth.

"We are excited to join forces with Clean-Seas and become part of the Clean Vision family," said Mohammed El Abassi of Ecosynergie Group. "Together, we will create a sustainable future and make a positive impact on the environment. We look forward to working with Clean-Seas to establish Clean-Seas Morocco as the PCN hub in North Africa."

About Clean Vision Corporation

About Clean-Seas, Inc.

Clean-Seas is a wholly owned subsidiary of Clean Vision. It is working to provide efficient and cost-effective technology solutions that address the global waste plastic crisis [locally?] while creating economic opportunity and creating social benefit across the world. Clean-Seas plans to offer "best in class" pyrolysis technology deployment with strategic alliances for plastic diversion and conversion, including securing feedstock of plastic and off-take agreements. For more information, visit: clean-seas.com.

Cautionary Note Regarding Forward-Looking Statements

This press release includes express or implied statements that are not historical facts and are considered forward-looking within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act. Forward-looking statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance and may contain projections of our future results of operations or of our financial information or state other forward-looking information. In some cases, you can identify forward-looking statements by the following words: “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing,” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. Although we believe that the expectations reflected in these forward-looking statements are reasonable, these statements relate to future events or our future operational or financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. Furthermore, actual results may differ materially from those described in the forward-looking statements and will be affected by a variety of risks and factors that are beyond our control, including, without limitation, statements about the our ability to operate and acquire any additional pyrolysis conversion units or at all; our ability to continue operation following the acquisition; our ability to secure supply of plastic feedstock; our ability to develop and complete development of certain technology; our ability to operate our facilities; our ability to apply and obtain certain permits; our future financial performance, including our revenue, cash flows, costs of revenue and operating expenses; our anticipated growth; our predictions about our industry; the impact of the COVID-19 pandemic on our business and our ability to attract, retain and cross-sell to clients. The forward-looking statements contained in this press release are also subject to other risks and uncertainties. The forward-looking statements in this press release speak only as of the date on which the statements are made. We undertake no obligation to update, and expressly disclaim the obligation to update, any forward-looking statements made in this press release to reflect events or circumstances after the date of this press release or to reflect new information or the occurrence of unanticipated events, except as required by law.

Contact
Clean Vision Corporation
Dan Bates, CEO
d.bates@cleanvisioncorp.com

Investors
Frank Benedetto
619-915-9422

Media/Public Relations
Phoenix Media & Marketing
info@phoenix-mediamarketing.com

SOURCE: Clean Vision Corporation