8-K
Clean Vision Corp (CLNV)
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
Dateof Report (Date of earliest event reported): May 10,2023
Clean
Vision Corporation
(Exact name of registrant as specified in its charter)
| Nevada | 024-11501 | 85-1449444 |
|---|---|---|
| (State or Other Jurisdiction<br><br> of Incorporation) | (Commission <br><br>File Number) | (I.R.S. Employer <br><br> Identification No.) |
2711N. Sepulveda Blvd**. Suite1051**
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<br> pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant<br> to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications<br> pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications<br> 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<br><br> <br>Symbol(s) | Name of each exchange<br><br> <br>on which registered |
|---|---|---|
| N/A | N/A | 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 9.01 Other Events.
On May 10, 2023, Clean Vision Corporation (the “Company”) issued a press release announcing that its wholly-owned subsidiary, Clean-Seas, Inc. (“Clean-Seas”), had signed a Memorandum of Understanding dated May 10, 2023 with Laubros Holdings (M) Sdn Bhd (“Laubros”), related to Laubros delivering R&D research labs, warehousing, and pyrolysis facilities for Clean-Seas's Southeast Asia regional expansion. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated herein by reference.
ForwardLooking Statements
This Current Report (or otherwise made by the Company or on the Company’s behalf) contains various 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. 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 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; risk associated with execution of our strategic operating plans in the near-term and long-term; our extremely competitive industry; risks related to the long-term nature of operating plans; costs associated with salaries, wages and benefits; costs associated with the scaling and development of our planned operations; risks associated with doing business internationally; our reliance on a limited number of suppliers and partners; the outcome of lawsuits filed against us related; the occurrence of any event, change or other circumstances that could give rise to the transactions contemplated with Laubros pursuant to the MOU to be terminated; and failure to obtain certain governmental approvals necessary to carry out our planned operations. The forward-looking statements contained in this press release are also subject to other risks and uncertainties. The forward-looking statements speak only as of the date on which the statements are made.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release dated May 10, 2023 |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL). |
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 15, 2023 | By: | /s/ Daniel Bates |
| Name: | Daniel Bates | |
| Title: | Chief Executive Officer |
Exhibit99.1
CleanVision Announces Clean-Seas MOU for Pyrolysis Plants to Ready Southeast Asia Project for Launch
LOS ANGELES, CA – May 10, 2023 –
Clean Vision Corporation (OTCQB: CLNV) (“Clean Vision” or the “Company”), an emerging leader in the sustainable clean technology and green energy sectors, is excited to announce that its wholly owned subsidiary, Clean-Seas, Inc. (“Clean-Seas”), has signed a Memorandum Of Understanding (the “MOU” or the “Partnership”) with Laubros Holdings (M) Sdn Bhd (“Laubros”), a Malaysian-based engineering, procurement, and construction firm.
The MOU relates to Laubros delivering R&D research labs, warehousing, and pyrolysis facilities to serve as foundational plant for Clean-Seas’s Southeast Asia regional expansion.
“This partnership is a major development in the process of scaling our Plastic Conversion Network (PCN) project as we push hard to emerge as the #1 waste-plastic conversion operation on the planet,” stated Dan Bates, CEO of Clean Vision Corp. “It’s great to partner with Laubros and tap into the firm’s top-tier expertise, talent, and resources. We have already developed overwhelming confidence in their ability to deliver this project on time, within budget, and above industry standards for quality. That confidence better positions Clean-Seas to mobilize our innovative solutions with maximum impact targeting the region's plastic waste.”
The PCN project is a revolutionary initiative by Clean-Seas to combat the growing plastic waste crisis by converting plastic waste into valuable products such as fuels, chemicals, and other materials. The partnership with Laubros Holdings will enable Clean-Seas to expand its global presence while delivering innovative solutions to the Southeast Asia region.
Laubros Managing Director, Dato Lau Chuan Hoo, also expressed keen enthusiasm about the partnership. "We are excited to partner with Clean-Seas. This collaboration will enable us to provide innovative solutions that stand to drive fresh support for the region's plastic waste management efforts. And we look forward to demonstrating our ongoing commitment to delivering world-class industrial construction solutions to our valued clients."
This MOU marks a significant development in Clean-Seas's PCN project, expanding the Company’s global presence through collaboration with a reputable partner that is well-positioned to deliver high-quality industrial construction solutions in the Southeast Asia region. With their combined expertise and resources, Clean-Seas and Laubros are united in their shared commitment to deliver innovative and impactful solutions geared toward making a game-changing impact on the environment while simultaneously contributing to the region's economic growth and development.
Once established, Clean-Seas Malaysia will be a Joint Venture between the Company and Roselle Capital, a boutique investment firm with deep connections in China, Malaysia, and throughout Southeast Asia.
Shaun Wootton, Managing Director of Roselle Capital, noted, “This JV couldn’t come at a better time as the Southeast Asia region is looking to demonstrate its commitment to a cleaner, more prosperous future for its people. Clean-Seas and Roselle have been working together on this since before Covid delivered a crippling blow to the global business environment in early 2020, and we believe the progress Clean-Seas has made in the interim materially elevates the viability of the project.”
The project, as designed, is to commission PCN waste plastic conversion facilities throughout Southeast Asia, with the first set to take root in Sabah, Malaysia. Each facility will be located at or near a deep-water port enabling easy access for aggregating waste plastic from the region. Initially, the facilities will convert the huge volume of existing feedstock before looking beyond the Malaysian borders.
The concept of the PCN is to establish conversion facilities as close to the source of the waste stream as possible and to convert the feedstock into clean commodities, including the Company’s branded AquaH™ clean hydrogen, using pyrolysis technology, all in a Basel Convention compliant manner.
“After Covid shut down the momentum we had built up in Malaysia, I didn’t expect it to restart in such a positive and aggressive manner,” continued Bates. “With the support of the new administration, in concert with our strong working relationship with Roselle, we anticipate establishing facilities at scale throughout the region from 2024.”
Funding for phase one of the project is estimated at approximately USD$500 million and expected to be secured by Roselle Capital. Additional investment for the public-private partnership may be secured through debt and equity investment. In addition, management anticipates the issuance and launch of a green bond to further support the growth of the Company throughout the region.
“The enormity of the problem and the timeliness of the Clean-Seas PCN solution makes this an eminently fundable project with our long-standing investors and strategic partners,” added Wootton.
Management expects both State and Federal final approval notices for the site within the next 12 months.
AboutClean Vision
Clean Vision is a public company that operates and is intending 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
AboutClean-Seas
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.
AboutRoselle Capital
Roselle Capital is an independent Private Equity brokerage, capital introduction boutique with expanded sector coverage and a focused approach. With a global network of wealth managers, family offices, investment companies, enterprises and UHNW, Roselle provide tailored solution to our clients. For more information, visit: rosellecapital.com.
AboutLaubros Holdings (M) Sdn Bhd
Laubros Holdings (M) Sdn Bhd was incorporated as a privately owned company in 1994. It specializes in industrial projects ranging from factory and warehousing to oil and gas. Laubros is registered as a Construction Industry Development Board (CIDB) contractor and is certified as a G7 contractor in the categories of B, CE, & ME. Laubros can provide fast-track turnkey solution to all types of related projects in order to maintain continual improvement in its capacity to offer specialized services for clients, fulfilling needs through unsurpassed quality in results. Laubros is committed to exceeding the expectations of its clients by consistently completing projects on time and within budget.
For more information, visit: laubros.com
CautionaryNote Regarding Forward-Looking Statements
Thispress release includes express or implied statements that are not historical facts and are considered forward-looking within the meaningof Section 27A of the Securities Act and Section 21E of the Securities Exchange Act. Forward-looking statements involve substantial risksand uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance andmay contain projections of our future results of operationsor of our financial information or state other forward-looking information. In some cases, you can identify forward-looking statementsby 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 othercomparable terminology, although not all forward-looking statements contain these words. Although we believe that the expectations reflectedin these forward-looking statements are reasonable, these statements relate to future events or our future operational or financial performanceand involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements tobe 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 varietyof risks and factors that are beyond our control, including, without limitation, statements about our future financial performance, includingour revenue, cash flows, costs of revenue and operating expenses; our anticipated growth; our predictions about our industry; the impactof the COVID-19 pandemic on our business and our ability to attract, retain and cross-sell to clients. The forward-looking statementscontained in this press release are also subject to other risks and uncertainties. The forward-looking statements in this press releasespeak only as of the date on which the statements are made. We undertake no obligation to update, and expressly disclaim the obligationto update, any forward-looking statements made in this press release to reflect events or circumstances after the date of this pressrelease or to reflect new information or the occurrence of unanticipated events, except as required by law.
ContactClean Vision Corporation
Dan Bates, CEO
d.bates@cleanvisioncorp.com
InvestorsFrank Benedetto
619-915-9422
Media/PublicRelationsPhoenix Media & Marketing
info@phoenix-mediamarketing.com
SOURCE: Clean Vision Corporation