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 of 1934

Date of Report (Date of earliest event reported): December ~~May 02~~28, 2023

~~CLEAN~~NewStream ~~COAL~~Energy ~~TECHNOLOGIES~~Technologies Group, ~~INC~~Inc.

(Exact name of registrant as specified in its charter)

Nevada		000-50053		26-1079442
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

295 Madison Avenue, ~~Floor~~12th 22Floor

New York, NY 10017

(Address of principal executive offices)

(646) ~~727~~710-~~4847~~3519

(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 communication 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 Class Trading Symbol Name of Exchange on Which Registered Class A Common ~~CCTC~~Stock NSGP OTC Pink

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 ofunder the Securities Act of(17 ~~1933~~CFR (§230.405 ~~of this chapter~~) or Rule 12b-2 ofunder the ~~Securities~~ Exchange Act of(17 ~~1934~~CFR (§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 15.0102 ~~Entry~~Departure ~~into~~of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement.~~Officers

On ~~May~~December 222, 2023, ~~Clean~~NewStream ~~Coal~~Energy Technologies, Group Inc. (~~“Clean Coal” or~~ the “Company”), awas ~~Nevada~~informed ~~corporation,~~by ~~NewStream~~Aiden ~~Acquisition Corp.~~Neary, athe ~~Wyoming~~Company’s ~~corporation~~Chief ~~and~~Financial ~~wholly-owned~~Officer ~~subsidiary~~and ofDirector, ~~Clean~~that ~~Coal~~he ~~(the~~has ~~“Merger~~resigned ~~Subsidiary”),~~from ~~and~~such ~~NewStream~~positions ~~Energy~~effective ~~Technology~~December ~~Group~~22, ~~Inc~~2023., Mr. aNeary’s ~~Wyoming~~resignation ~~corporation~~was ~~(“NewStream”)~~not ~~entered~~because ~~into an Agreement and Plan~~ of ~~Merger~~a ~~and~~disagreement ~~Reorganization~~with ~~(“Merger Agreement”) pursuant to which, pending~~ the ~~filing~~Company ofon aany ~~certificate~~matters ofrelating ~~merger~~to ~~with~~ the ~~state~~Company’s ~~of Wyoming~~operations, ~~the~~ ~~Merger~~policies ~~Subsidiary~~or ~~will~~practices, beincluding ~~merged~~accounting ~~with~~principles and ~~into NewStream, with NewStream surviving as a wholly-owned subsidiary of Clean Coal (the “Merger”)~~practices.

The Company is acquiring NewStream, through a reverse triangular merger with Merger Subsidiary in exchange for the issuance to the shareholders of NewStream, pro rata, an aggregate of 275,000,000 shares of common stock of the Company.SIGNATURE

~~The~~Pursuant ~~Merger~~to ~~Agreement contains customary conditions, including, among others (i)~~ the ~~absence~~requirements of ~~any law or order prohibiting~~ the ~~closing,~~Securities ~~(ii)~~Exchange ~~subject~~Act ~~to certain exceptions, the accuracy~~ of ~~representations and warranties and performance of covenants~~1934, ~~and (iii)~~ the ~~effectiveness~~Registrant ofhas ~~the~~duly ~~registration~~caused ~~statement~~this ~~for~~report ~~the Company common stock~~ to be ~~issued~~signed inon ~~the Merger. The Company and NewStream have made customary representations, warranties and covenants in the Merger Agreement, including, among others, covenants of NewStream requiring it to conduct~~ its ~~business~~behalf inby the ~~ordinary~~undersigned ~~course~~hereunto ~~consistent~~duly ~~with past practice between the execution of the Merger Agreement and consummation of the Merger~~authorized.

The foregoing is only a brief description of the material terms of the Agreement and Plan of Merger and Reorganization, and does not purport to be a complete description of the rights and obligations of the parties thereunder, and such descriptions are qualified in their entirety by reference to the Agreement filed as Exhibit 4.1, to this Current Report on Form 8-K.

	NEWSTREAM ENERGY TECHNOLOGIES GROUP, INC

Dated: December 28, 2023	By:	/s/ Robin Eves
		Robin Eves
		Chief Executive Officer

The applicable information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02. Pursuant to the Merger Agreement we issued 275,000,000 shares of our common stock to the New Stream shareholders, their affiliates or assigns, in exchange for 100% of the outstanding shares of New Stream.

These securities were not registered under the Securities Act. These securities qualified for exemption under Section 4(2) of the Securities Act since the issuance of securities by us did not involve a public offering. The offering was not a “public offering” as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of securities offered. We did not undertake an offering in which we sold a high number of securities to a high number of investors. In addition, these shareholders had the necessary investment intent as required by Section 4(2) of the Securities Act since the Conventions Shareholders agreed to and received share certificates bearing a legend stating that such securities are restricted pursuant to Rule 144 of the Securities Act. This restriction ensures that these securities would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act.

Item 9.01 Financial Statement and Exhibits.

Exhibit No.		Description
4.1		Agreement and Plan of Merger and Reorganization among Clean Coal Technologies, Inc., NewStream Acquisition Corp., and NewStream Energy Technology Group, Inc.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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.

	CLEAN COAL TECHNOLOGIES, INC.
Dated: May 08, 2023	By:	/s/ Aiden Neary
		Aiden Neary
		Chief Financial Officer

NONE false 0001445109 0001445109 2023-05-02 2023-05-02

Filing Compare · NewStream Energy Technologies Group Inc