8-K
American Clean Resources Group, Inc. (ACRG)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of1934
Date of Report (Date of earliest event reported): August 21, 2025
AMERICAN CLEAN RESOURCES GROUP,
INC.
(Exact Name of Registrant as Specified in Charter)
| Nevada | 000-14319 | 84-0991764 |
|---|---|---|
| (State or other jurisdiction<br><br>of incorporation) | (Commission File Number) | (IRS Employer <br><br>Identification No.) |
12567 West Cedar Drive, Suite 104, Lakewood, CO 80228-2039
(Address of principal executive offices)
1.720.458.1124
(Registrant’stelephone number, including area code)
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 |
|---|---|---|
| Common Stock $0.001 par value | ACRG | OTC |
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 5.02 | Departureof Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
|---|
On August 18, 2025, American Clean Resources Group, Inc. (“ACRG” or the “Company”) announced the appointment of three fractional executive officers to advance the Company’s energy, industrial, and commercialization roadmap:
Michael (“Mike”) Raabe — Chief Operating Officer (fractional). A seasoned operations executive with 20+ years at Leidos, Lockheed Martin, Raytheon, and Ryder. As a Vice President at Leidos, Raabe led the Climate, Energy & Environment Division, delivering energy research, environmental protection and remediation, and climate action planning. He also directed the Antarctic Support Division for U.S. operations in Antarctica, New Zealand, Chile, and the Southern Oceans. Raabe has led large global programs, optimized complex supply chains, and delivered measurable results across federal and commercial clients.
C. Derek Campbell — Chief Strategy Officer (fractional). An experienced senior executive and strategic advisor across energy, natural resources, infrastructure, and security & defense. Campbell serves as the Executive Chairman for both LVC Global Holdings and AlphaSierra One. He is also an Executive Director of Seneca Commodities-Zambia. A retired U.S. Marine Corps Reserve Colonel with operational service in Iraq, Afghanistan, and South Sudan, he brings governance experience and expertise in asset optimization, international expansion, and mission-critical risk management.
Kelly Marshall — Chief Marketing Officer (fractional). A marketing leader with 20+ years building brands and demand in complex markets. Marshall spent the last seven years in-house as CMO across multiple energy-sector companies under a single holding company and previously founded Denver-based Marshall Creative LLC and a product company she later sold. Her agency background includes VP, Creative Director at RJC Advertising (NM) with prior roles in Los Angeles, Washington, D.C., Albuquerque, and Denver.
Cautionary Statement Regarding Forward-LookingStatements
The statements in this Current Report on Form 8-K that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on current expectations, estimates and projections about the industry and markets in which ACRG operates, management’s beliefs and assumptions made by management. Such statements involve uncertainties that could significantly impact ACRG’s financial results. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” variations of such words and similar expressions are intended to identify such forward-looking statements, which generally are not historical in nature. All statements that address events or developments that we expect or anticipate will occur in the future — including statements relating to job creation and economic growth, development, industrial production, and general conditions in the geographic areas — are forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will be attained and therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. ACRG undertakes no duty to update any forward-looking statements appearing in this release.
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release, dated August 18, 2025. |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
1
SIGNATURE
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.
| AMERICAN CLEAN RESOURCES GROUP, INC. | ||
|---|---|---|
| Date: August 22, 2025 | By: | /s/ Tawana Bain |
| Tawana Bain | ||
| Chief Executive Officer |
2
Exhibit 99.1
American Clean Resources Group Appoints Fractional Executive Leadersto Accelerate Energy & Industrial Growth
Lakewood Colorado. & Tonopah, Nev. — August 18, 2025 — American Clean Resources Group, Inc. (“ACRG” or the “Company”) today announced the appointment of three fractional executive officers and the engagement of a federal energy strategy advisor to advance the Company’s energy, industrial, and commercialization roadmap:
| ● | Michael (“Mike”) Raabe — Chief Operating Officer (fractional). A seasoned operations executive with<br>20+ years at Leidos, Lockheed Martin, Raytheon, and Ryder. As a Vice President at Leidos, Raabe led the Climate, Energy & Environment<br>Division, delivering energy research, environmental protection and remediation, and climate action planning. He also directed the Antarctic<br>Support Division for U.S. operations in Antarctica, New Zealand, Chile, and the Southern Oceans. Raabe has led large global programs,<br>optimized complex supply chains, and delivered measurable results across federal and commercial clients. |
|---|---|
| ● | C. Derek Campbell — Chief Strategy Officer (fractional). An experienced senior executive and strategic advisor across<br>energy, natural resources, infrastructure, and security & defense. Campbell serves as the Executive Chairman for both LVC Global Holdings<br>and AlphaSierra One. He is also an Executive Director of Seneca Commodities-Zambia. A retired U.S. Marine Corps Reserve Colonel<br>with operational service in Iraq, Afghanistan, and South Sudan, he brings governance experience and expertise in asset optimization, international<br>expansion, and mission-critical risk management. |
| --- | --- |
| ● | Kelly Marshall — Chief Marketing Officer (fractional). A marketing leader with 20+ years building brands and demand<br>in complex markets. Marshall spent the last seven years in-house as CMO across multiple energy-sector companies under a single holding<br>company and previously founded Denver-based Marshall Creative LLC and a product company she later sold. Her agency background includes<br>VP, Creative Director at RJC Advertising (NM) with prior roles in Los Angeles, Washington, D.C., Albuquerque, and Denver. |
| --- | --- |
| ● | Zack Valdez, Ph.D. — Strategic Advisor, Federal Energy Partnerships & Commercialization. An advanced energy<br>strategist with two decades at the nexus of federal policy, technology, and community-aligned economic development. Dr. Valdez previously<br>served as Chief of Staff and Strategic Advisor at the U.S. Department of Energy’s Office of Manufacturing & Energy Supply Chains,<br>guiding multi-billion-dollar portfolios in industrial decarbonization, advanced technology deployment, tax credit implementation, and<br>supply chain resilience. He has also served at the Department of Commerce (CHIPS & Science), in the U.S. Senate, at AGU’s Thriving<br>Earth Exchange, and with multinational energy firms. |
| --- | --- |
Executive Commentary
“ACRG is moving from concept to execution,” said TawanaBain, Chairwoman & Chief Executive Officer. “Mike builds in the world’s harshest environments, Derek scales strategy where it matters, Kelly turns complexity into traction, and Zack helps us align with federal priorities and funding. That mix is exactly what we need to deliver durable, real-world projects.”
About the Appointments
The Company has appointed Mr. Raabe (COO), Mr. Campbell (CSO),and Ms. Marshall (CMO) as officers on a fractional basis pursuant to consulting agreements. Dr. Valdez serves as a StrategicAdvisor under a consulting agreement and is not an officer of the Company.
About American Clean Resources Group
American Clean Resources Group, Inc. is a publicly traded company focused on sustainable industrial development, integrating renewable energy, responsible resource processing, and enabling infrastructure to support resilient U.S. supply chains. The Company’s flagship development, Greenway to Power, is advancing in Nevada.
Forward-Looking Statements
This press release contains forward-looking statements, including regarding leadership impact, strategy, project development, permitting, funding, partnerships, and expected results. These statements are based on current expectations and involve risks and uncertainties that could cause actual results to differ materially. Factors include regulatory approvals, permitting timelines, access to capital, supply chain conditions, and other risks described in the Company’s SEC filings. The Company undertakes no obligation to update forward-looking statements except as required by law.
Media & Investor Contact
[Name], American Clean Resources Group, Inc.
[Email] | [Phone]