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): March 212, 2026

AMERICAN CLEAN RESOURCES GROUP, INC.

(Exact Name of Registrant as Specified in Charter)

Nevada

000-14319

84-0991764

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

12567 West Cedar Drive, Suite ~~230~~104, Lakewood, CO 80228-2039

(Address of principal executive offices)

1.720.458.1124

(Registrant’'s telephone 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))

☐

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~~OTCPK

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 58.0201 ~~Department~~Other ~~of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers~~Events.

~~Appointment~~American ofClean ~~Chief~~Resources ~~Financial~~Group, ~~Officer~~Inc. (the “Company” or “ACRG”) is providing the following disclosure for informational purposes regarding its relationship with Sustainable Metal Solutions, LLC (“SMS”). The Company does not consider the Master Services Agreement described below to be material to its financial condition or results of operations.

On ~~February~~March 2711, 2026, the ~~Board~~Company ofentered ~~Directors~~into ofa ~~American~~Master ~~Clean~~Services ~~Resources~~Agreement ~~Group, Inc.~~ (the “~~Company~~MSA”) ~~appointed~~with ~~Luke~~SMS, ~~McPherson~~a asWyoming ~~the~~limited ~~Company’s~~liability ~~Chief Financial Officer~~company. ~~The~~ ~~Board’s~~Under ~~decision~~the ~~reflects~~MSA, the Company’s ~~increasing~~may ~~financial-reporting,~~from time ~~audit-readiness,~~to time provide certain administrative and ~~capital-markets~~advisory ~~needs~~services ~~as it~~to ~~advances~~SMS ~~its~~pursuant ~~long-term~~to ~~growth~~written ~~and~~work ~~uplisting~~orders ~~initiatives~~executed by the parties.

~~Mr.~~SMS ~~McPherson~~retains ~~has~~sole ~~extensive~~authority ~~experience~~and inresponsibility ~~public-company~~for ~~financial~~all ~~reporting~~operational, technical, ~~accounting~~regulatory, ~~and~~environmental, ~~the~~health ~~evaluation~~ and ~~documentation~~safety, ofand ~~complex~~compliance ~~equity~~matters ~~and~~relating ~~debt~~to ~~transactions~~its operations. The MSA ~~Prior~~does tonot ~~joining~~provide the Company, hewith ~~supported~~operational ~~management~~control ~~teams~~over ofSMS ~~U.S.~~or ~~public~~its ~~companies~~activities ~~with~~and ~~SEC~~does ~~reporting~~not ~~(Forms~~provide ~~10-K~~the ~~and~~Company ~~10-Q),~~with ~~business-combination accounting,~~any ~~and~~ownership ~~PCAOB~~interest, production ~~audit~~rights, ~~coordination.~~royalty ~~His~~interests, ~~background~~profit ~~also~~participation, ~~includes~~or ~~capital-markets~~other ~~readiness,~~economic ~~multi-entity~~interest ~~structuring,~~in ~~treasury-process enhancements,~~SMS ~~and~~or ~~the~~its ~~design~~operations. ~~and~~The ~~documentation~~MSA ofdoes ~~internal~~not ~~controls~~constitute, and ~~including~~is ~~work~~not ~~with~~intended ~~companies~~to ~~operating~~constitute, inan ~~regulated~~acquisition, ~~industries~~joint ~~and emerging~~venture, ~~real-world~~or ~~asset~~consolidation ~~(RWA)~~of ~~business~~the ~~models~~Company and SMS.

AsThe ~~Chief Financial Officer, Mr. McPherson will oversee the~~ Company’s ~~financial~~entry ~~strategy,~~into ~~SEC~~the ~~reporting~~MSA ~~and disclosure processes, corporate finance and treasury operations,~~was ~~audit~~prompted ~~coordination,~~in ~~and~~part ~~governance-related~~by ~~activities.~~an ~~His~~administrative ~~appointment~~regulatory ~~was~~review ~~not~~relating ~~made pursuant~~ to ~~any~~a ~~arrangement~~mine orowned ~~understanding~~by ~~with any other person~~SMS. ~~Mr.~~As ~~McPherson~~previously ~~has~~disclosed, nothe ~~family~~Company ~~relationships~~has ~~with~~entered into ~~any~~mutually ~~director~~agreed-upon orarrangements ~~executive~~pursuant ~~officer~~to ofwhich ~~the~~it ~~Company.~~plans ~~There~~to ~~are~~acquire noan ~~related-party transactions~~80.1% ~~requiring~~interest ~~disclosure~~in ~~under Item 404(a) of Regulation S-K~~SMS.

~~The~~SMS, ~~Company~~through ~~and~~its ~~Mr.~~affiliate ~~McPherson~~serving ~~have~~as ~~agreed~~operator inof ~~principle~~record, previously submitted a Designated Mining Operation (“DMO”) permit application. The operator subsequently elected to anreduce ~~equity-based~~the ~~compensation~~scope ~~arrangement~~of the pending application. Because the public comment period for the original DMO application had already closed, the ~~which~~Colorado ~~will~~Division of Reclamation, Mining and Safety determined that the scope reduction could not be ~~disclosed~~processed inas a ~~subsequent~~modification ~~filing~~and instead ~~once~~classified ~~finalized~~it as an “Amendment” under Colorado Rule 1.1(7), triggering administrative review and ~~approved~~a byhearing before the Colorado Mined Land Reclamation Board scheduled for March 18, 2026. The hearing relates solely to the administrative classification of the application and is procedural in nature rather than the result of any enforcement action.

~~Transition~~The operator of ~~Former~~record ~~Chief~~retains ~~Financial~~full ~~Officer~~regulatory responsibility for the matter, and the Company is not the permit holder or operator of the mine. The Company will provide additional disclosure if material developments occur.

InItem ~~connection with Mr~~9.01 ~~McPherson’s appointment, Sharon Ullman, the Company’s former Chief~~ Financial ~~Officer,~~Statements ~~transitioned~~and ~~into the newly created role of Chief Registrar & Shareholder Officer, effective February 27, 2026~~Exhibits.

In(d) ~~this capacity, Ms~~Exhibits. ~~Ullman will oversee shareholder-records administration, transfer-agent coordination, registrar operations, shareholder correspondence processes, and related governance functions~~ None. Ms. Ullman remains an integral member of the Company’s leadership team. Her transition was not the result of any disagreement with the Company on any matter relating to its operations, policies, or practices.

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: March 2, 2026	By:	/s/ Tawana Bain
Date: March 12, 2026	By:	/s/ Tawana Bain
		Tawana Bain
		Chief Executive Officer

Filing Compare · American Clean Resources Group, Inc.