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): ~~May~~September 1715, 2024

Sustainable Projects group Inc. (Exact name of registrant as specified in its charter)

(Exact name of registrant as specified in its charter)

Nevada

000-54875

81-5445107

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

Tankedraget 7, Aalborg		DK-9000
Tankedraget 7, Aalborg, Denmark		Dk-9000
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code 305-814-2915

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 (§ 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 51.~~02.~~01 ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement.

OnBetween ~~May~~September 1715, 2024 and November 11, 2024, Sustainable Projects Group Inc. (the “Company”) entered into aSecurities ~~new~~Purchase Agreements ~~executive employment agreement~~ (the “~~Employment Agreement~~Purchase Agreements”) with ~~its~~certain ~~chief~~accredited ~~financial~~investors ~~officer,~~(the ~~Stefan Muehlbauer~~“Investors”), ~~effective~~pursuant asto ~~of February 15, 2024. Under~~ which the ~~terms~~Company ofissued ~~the Employment Agreement~~2,278,723 ~~Mr.~~shares ~~Muehlbauer~~of ~~will~~common ~~continue~~stock toat ~~serve~~$0.35 asper ~~the~~share ~~Company’s~~on ~~chief~~September ~~financial officer until December 31~~27, ~~2025~~2024 (collectively, the “~~Expiration Date~~Shares”), resulting ~~except~~in ~~upon~~aggregate ~~the~~gross ~~earlier~~proceeds ~~termination~~to of the ~~Employment~~Company ~~Agreement~~of ~~as discussed below~~$797,500. ~~Following~~Each of the ~~Expiration~~Purchase ~~Date~~Agreements contains representations, ~~the~~warranties ~~Employment~~and ~~Agreement~~covenants ~~may~~made ~~be terminated~~ by ~~Mr.~~the ~~Muehlbauer~~Company orthat ~~the~~are ~~Company~~customary for ~~any~~transactions ~~reason~~of this type.

~~Pursuant~~The toforegoing ~~the~~description ~~Employment~~of ~~Agreement,~~the ~~Mr.~~Purchase ~~Muehlbauer~~Agreements is ~~entitled~~qualified ~~to an annual base salary of $200,000 and is eligible to participate~~ in ~~the~~its ~~Company’s retirement~~entirety ~~plan,~~by ~~subject~~reference to the ~~eligibility~~full ~~terms~~text ~~and conditions~~ of ~~such~~the ~~plan.~~form ~~The Employment Agreement also indicates that Mr. Muehlbauer shall be eligible to receive (i) an annual cash bonus~~ of upPurchase ~~to 100% of his base salary pursuant to a separate bonus agreement and (ii) a stock-based bonus of up to 100% of his base salary pursuant to a separate stock grant agreement. Under the Employment~~ Agreement, ~~Mr.~~ ~~Muehlbauer~~which ~~also~~ is: ~~(i)~~included ~~entitled~~as toExhibit a10.1 ~~company car,~~ and weincorporated ~~pay~~herein ~~for all expenses related to such company car; (ii) the reimbursement of reasonable moving costs to the Houston area; and (iii) for so long as Mr. Muehlbauer remains employed~~ by ~~the Company, for up to the initial two consecutive years following the date Mr~~reference. ~~Muehlbauer relocates to the Houston area, reimbursement for reasonable housing costs in the Houston area, up to a total amount of $5,000 per month.~~

~~Pursuant~~Item ~~to the Employment Agreement, if Mr~~3.02 ~~Muehlbauer’s~~Unregistered ~~employment~~Sales ~~is involuntarily terminated by the Company without Cause (as defined below) or by reason~~ of ~~his~~Equity death or Disability (as defined below), then, subject to his timely execution and non-revocation of a release of claims, in addition to compensation that has been earned but not yet paid, he will be entitled to a severance amount equal to his then current base monthly salary from the date of his termination until the Expiration Date, or, if such termination occurs after the Expiration Date, his then current base monthly salary for a period of 12 months following his date of terminationSecurities.

~~For~~The ~~purposes~~information ofcontained ~~the~~above ~~Employment~~in ~~Agreement,~~Item ~~“Cause”~~1.01 ~~means:~~of ~~(i)~~this ~~any~~Current ~~act~~Report byon ~~Mr.~~Form ~~Muehlbauer~~8-K ~~that~~ is ~~materially~~hereby ~~detrimental~~incorporated toby ~~the Company’s~~reference ~~best~~into ~~interests~~this orItem ~~that constitutes common law fraud, a felony or any other criminal act involving moral turpitude; (ii)~~3.02. ~~gross~~Based ~~misconduct,~~in ~~material~~part ~~neglect~~upon orthe ~~any~~representations ~~act~~ of ~~disloyalty~~the orInvestors ~~dishonesty~~in ~~by Mr. Muehlbauer related to or connected with Mr. Muehlbauer’s employment by~~ the ~~Company~~Purchase orAgreements, ~~otherwise likely to cause material harm to~~ the ~~Company~~offering orand ~~its~~sale ~~reputation; (iii) a material violation by Mr. Muehlbauer~~ of the ~~Company’s~~Shares ~~written~~was ~~policies,~~made ~~codes~~in ofreliance on ~~conduct or direction of~~ the ~~Company’s~~exemption ~~board~~afforded ofby ~~directors;~~Section 4(iva) ~~wrongful~~(2) ~~appropriation by Mr. Muehlbauer~~ of the ~~Company’s~~Securities ~~funds~~Act ~~or property or other material breach~~ of ~~Mr.~~1933, ~~Muehlbauer’s fiduciary~~as ~~duties~~amended ~~to the Company; or~~ (v) the ~~material~~“Securities ~~breach of the Employment Agreement by Mr. Muehlbauer~~Act”), orand ~~any other written agreement~~Regulation ~~between~~S under the ~~Company~~Securities ~~and Mr~~Act. ~~Muehlbauer.~~

~~For purposes~~Item ~~of the Employment Agreement, “Disability” means the inability of Mr~~9.01 ~~Muehlbauer~~Financial toStatements ~~perform on a full-time basis the duties~~ and ~~responsibilities of Mr~~Exhibits. Muehlbauer’s employment with the Company by reason of Mr. Muehlbauer’s illness or other physical or mental impairment or condition, if such inability continues for an uninterrupted period of 120 days or more during any 180 day period. A period of inability is “uninterrupted” unless and until Mr. Muehlbauer returns to full time work for a continuous period of at least 30 days.

~~The Employment~~(d) Agreement also requires Mr. Muehlbauer to enter into a confidentiality and restrictive covenant agreement, which contains a 12 month post-termination non-solicitation requirement and a perpetual confidentiality requirement, among other terms and conditions.Exhibits

The foregoing description of the Employment Agreement is qualified in its entirety by reference to the full text of the Employment Agreement, which is filed as Exhibit 10.1 and incorporated herein by reference.

	10.1		Form of Subscription Agreement of Sustainable Projects Group Inc., incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed December 26, 2023.
	104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Employment Agreement, by and between the Company and Stefan Muehlbauer, dated May 17, 2024.
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.

	SUSTAINABLE PROJECTS GROUP INC.
Date: May 21, 2024	By:	/s/ Sune Mathiesen
Date: November 12, 2024	By:	/s/ Sune Mathiesen
		Sune Mathiesen
		Chairman, President and Chief Executive Officer

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