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): ~~July~~August 120, ~~2024 (June 27,~~ 2024)

Victory Clean Energy, Inc.

(Exact name of registrant as specified in its charter)

Nevada		002-76219-NY		87-0564472
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

3355 Bee Caves Road, Suite 608, Austin, Texas		78746
14425 Falcon Head Blvd., Bldg E, Suite 100, Austin, Texas		78738
(Address of principal executive offices)		(Zip Code)

(512) 347-7300

(Registrant’s telephone number, including area code)

(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: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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 41.01. ~~Changes~~Entry ininto ~~Registrant's~~a ~~Certifying~~Material ~~Accountant~~Definitive Agreement

~~On June 27, 2024,~~ Victory Clean Energy Inc. (the “Company,” ~~“we,” “our”~~) and ~~retained~~Proton ~~Astra~~Power, ~~Audit~~Inc. ~~& Advisory LLC~~ (“~~Astra~~Proton”), assigned ~~our new~~agreements ~~independent~~on ~~registered~~August ~~public accounting firm~~20, ~~to audit our financial statements for the year ending December 31,~~ 2024. ~~The~~and ~~appointment of~~agreed ~~Astra~~to ~~was~~consider ~~approved by~~ the ~~Board~~terms ofeffective ~~Directors~~as of the 7th ~~Company.~~day ~~As a result~~ of ~~our engagement of Astra on June 27~~April, 2024~~, we dismissed Accell Audit & Compliance, P~~.~~A. (“Accell”) as our independent auditor.~~

~~Accell~~The ~~was~~agreements ~~engaged~~identified inas ~~January~~a ~~2024.~~Hydrogen ~~See~~Technology ~~our~~Purchase ~~Current~~Agreement ~~report~~and onIntellectual ~~Form~~Property 8KLicense ~~filed~~Agreement onfor ~~February~~Hydrogen 14Production Technology provide that the Company will acquire royalty-free, ~~2024~~exclusive, ~~which~~and isassignable ~~incorporated~~right byand ~~reference~~license, ~~herein~~for the Perpetual Term, to produce, distribute, sell, and offer for sale hydrogen, hydrogen rich syngas, and byproducts of the process for producing the hydrogen (including biochar) from biomass using Proton’s Hydrogen Production Technology (“the “Hydrogen Production Technology”).

~~During~~The ~~the~~production ~~two most recent years (December 31, 2023 and 2022), and through date~~ of ~~dismissal,~~diesel ~~there~~compatible ~~were~~fuels nofrom ~~disagreements with Accell on any matter of accounting principles or~~biomass practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to the satisfaction of Accell, would have caused Accell to make reference to the subject matter of the disagreement in its report. There have been no reportable events as provided in Item 304(a)(1)(v) of Regulation S-K up to and ~~including~~ the ~~dismissal~~production of ~~Accell,~~graphene ~~except~~from ~~that~~biomass ~~such~~are ~~reports~~not ~~contained an~~included ~~explanatory paragraph~~ in ~~respect to uncertainty as to~~ the ~~Company’s ability to continue as a going concern~~agreements.

~~Accell’s~~The ~~report~~Company onalso aquired the ~~consolidated financial~~right ~~statements~~to receive 50% of ~~the~~Seller’s ~~Company~~graphene asrevenues, ~~at,~~if ~~and for~~ the ~~years~~Company ~~ended~~introduces ~~December~~a ~~31,~~customer ~~2023~~to ~~and~~Proton ~~2022 did not contain any adverse opinion or disclaimer of opinion~~ and ~~were~~uses ~~not~~Company ~~qualified~~supplied orbiochar ~~modified as~~ to ~~uncertainty,~~process ~~audit~~the ~~scope or accounting principles, except that such reports~~customer’s ~~contained~~graphene anorder. ~~explanatory~~If ~~paragraph~~Proton inuses ~~respect to uncertainty as to~~ the Company’s ~~ability~~biochar to ~~continue~~process asthe agraphene ~~going~~order ~~concern~~of ~~and~~a ~~identified certain~~customer ~~material~~not ~~weakness~~introduced, inProton ~~our~~will ~~internal controls over financial reporting. There were and are no limitations placed on Accell concerning~~pay the ~~inquiry~~Company 50% of ~~any~~the ~~matter~~gross ~~related~~revenue topaid by the ~~Company’s financial reporting~~customer.

OnThe ~~July 1, 2024, the~~ Company ~~provided~~must ~~Accell with~~pay ato ~~copy~~Proton ~~of the foregoing disclosure and requested that it furnish the Company with~~ a ~~letter~~cash ~~addressed~~purchase ~~to the Securities and Exchange~~price ~~Commission~~of ~~stating~~One ~~whether~~Hundred itMillion ~~agrees~~Dollars ~~with the statements made therein~~($100,000,000.00) Awithin ~~copy~~five of(5) ~~the~~years ~~letter~~ from ~~Accell~~the ~~dated~~effective ~~July~~date 1,of ~~2024~~the ~~is attached hereto as Exhibit 16~~agreement.~~1 to this Form 8-K.~~

~~During~~Weekly ~~the~~payments ~~Company’s~~equal ~~two~~to ~~most~~eighty-six ~~recent fiscal~~thousand ~~years and any subsequent interim period preceding such engagement, we have not previously consulted with Astra with respect to~~dollars ~~either~~ (a$86,000.00) ~~the~~must ~~application~~be ofmade ~~accounting~~commencing ~~principles~~on tothe aeffective ~~specified~~date ~~transaction,~~until ~~either~~twenty-five ~~completed~~million orDollars ~~proposed~~($25,000,000.00) orof the ~~type~~purchase ofprice ~~audit opinion~~has ~~that~~been ~~might~~paid. beThe ~~rendered on our financial statements, and no written or oral advice was given to the~~ Company bymay ~~Astra~~reduce ~~that Astra concluded was an important factor considered by~~ the ~~Company~~weekly inpayments ~~reaching its decision as~~ to ~~the~~no ~~accounting,~~less ~~auditing,~~than orfifty ~~financial~~thousand ~~reporting~~dollars ~~issue; or~~ (b$50,000.00) ~~any~~until ~~matter~~November ~~that~~15, ~~was~~2024. ~~either~~The difference ~~the~~shall ~~subject~~be ofpaid ano ~~disagreement,~~later asthan ~~that~~December ~~term~~15, is2024. ~~described~~Any inremaining ~~Item~~portion ~~304(a)(1)(iv)~~ of ~~Regulation S-K and~~ the ~~related~~cash ~~instruction~~purchase toprice ~~Item~~must ~~304~~be ofmade ~~Regulation~~on ~~S-K,~~ or abefore ~~reportable~~the end ~~event~~of asthe ~~that~~five-year ~~term~~payment ~~is described in Item 304(a)(1)(v) of Regulation S-K~~term.

During the 5-year payment term an interim license is provided with the same rights as the perpetual license that vests when the full purchase price is paid.

A copy of these agreements are attached hereto as Exhibit 99.1 to this Form 8-K.

Our Chairman, Christopher Headrick has previously provided the Company a non-exclusive license to the same technology which currently remains active and available. He has no control or equity interest in Proton and has no family relationships with its’ management or beneficial owners.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description of Exhibit
16.1		Letter from Accell Audit & Compliance, P.A..
10.1		Hydrogen Technology Purchase Agreement with Intellectual Property License Agreement signed August 20, 2024 between Victory Clean Energy Inc. and Proton Power, Inc.
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.

			Victory Clean Energy, Inc.
Date: July 1, 2024
Date:August 21, 2024
			/s/ Jim McGinley
			Jim McGinley
			Chief Executive Officer

Filing Compare · VICTORY CLEAN ENERGY, INC.