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): ~~December~~January 3027, ~~2022~~2023

RENOVARE ENVIRONMENTAL, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-36843	46-2336496
(State of Organization)	(Commission File Number)	(I.R.S. Employer
		Identification No.)

80 Red Schoolhouse Road, Suite 101, Chestnut Ridge, NY 10977

(Address of principal executive offices)

Registrant’s telephone number, including area code: 845-262-1081

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:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value per share	RENO	OTC Markets

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 14.01 ~~Material~~CHANGES ~~Contracts~~IN REGISTRANT’S CERTIFYING ACCOUNTANT

~~Disposal~~(a) Resignation of ~~Assets~~Independent Registered Public Accounting Firm

On January 527, 2023, Renovare Environmental, Inc., a Delaware corporation (“Registrant”) ~~and~~received ~~its~~notice ~~wholly-owned~~that ~~subsidiary~~Marcum ~~BioHiTech~~LLP ~~America, LLC~~ (“~~BHT~~Marcum” ~~and, together with Registrant, the “Companies”~~), ~~consummated~~ the transactions contemplated by the Asset Purchase Agreement dated as of December 30, 2022 (the “Purchase Agreement”) among TraQiQ, Inc. a California corporation (the “Acquiror”) and the Companies, pursuant to which the Companies sold and assigned to the Acquiror, and the Acquiror (a) purchased and assumed from the Companies, certain United States assets related to the CompaniesRegistrant’s ~~business of (i) offering aerobic digestion technology solutions~~Independent ~~for~~Certifying ~~the~~Accountant disposal of food waste at the point of generation and (ii) data analytics with respect to food waste (collectively, the “US Digester Business”) and (b) assumed certain specified liabilities of the Companies, including, but not limited to, indebtedness in an amount equal to $3,017,089resigned.~~85 (the “Michaelson Debt”) owed to Michaelson Capital Special Finance Fund II, L.P. (“Michaelson”).~~

In exchange for the assets of the Digester Business, the Acquiror (a) paid the Companies an amount equal to $150,000 (the “Cash Consideration”) and (b) issued to the Registrant (i) 1,250,000 shares of the AcquirorMarcum’s ~~Series~~reports Bon ~~Preferred Stock, par value $0.0001 (~~the ~~“Series B Preferred Stock”), and (ii) 15,686,926 shares of the Acquiror~~Registrant’s ~~common stock, par value $0.0001 (the “Common Stock”), a portion of which~~ isconsolidated ~~being~~financial ~~held~~statements inas ~~escrow to provide against claims asserted with respect to any breach~~ of ~~any representation, warranty, covenant or condition by the Companies. The Purchase Agreement contained standard representations~~ and ~~warranties~~for by the ~~Companies~~years ~~and~~ended ~~the~~December ~~Acquiror which~~31, ~~except for~~2021 ~~fundamental~~and ~~representations~~2020, ~~remain in effect for twelve months following the closing date. 1~~respectively,~~568,693~~ ~~shares~~did ofnot ~~the~~contain ~~Common~~any ~~Stock portion~~adverse ofopinion ~~the~~or ~~closing~~disclaimer ~~consideration~~of ~~were placed into escrow~~opinion, ~~the~~nor ~~release~~were ofthey ~~which~~qualified ~~is contingent upon a mutual agreement of the parties~~ or ~~January 4,~~modified ~~2024~~as orto ~~if a claim is pending~~uncertainty, aaudit ~~final~~scope ~~non-appealable~~or ~~order~~accounting ofprinciples ~~any~~other ~~court~~than going ~~of competent jurisdiction~~concern.

~~Additional~~During ~~agreements~~the ~~ancillary~~years toended December 31, 2021 and 2020, ~~the~~and ~~asset~~through ~~acquisition~~January 27, 2023, there were ~~also~~no ~~executed~~disagreements with Marcum on any matter of accounting principles or practices, ~~including~~financial ~~but~~statement disclosure or auditing scope or procedure, which disagreements, if not ~~limited~~resolved to athe ~~bill~~satisfaction of ~~sale~~Marcum, ~~assignment~~would have caused it to make reference thereto in connection with the reports on the financial statements for such years. During the years ended December 31, 2020 and ~~assumption~~2021, ~~agreement~~and through January 27, an2023,there ~~escrow~~were no matters that were either the subject of a disagreement as defined in Item 304(a)(1)(iv) ~~agreement~~of ~~and~~Regulation S-K or a ~~domain~~reportable ~~name~~event ~~assignment~~as ~~agreement~~described in Item 304(a)(1)(v) of Regulation S-K.

~~The~~In ~~Companies~~connection ~~also~~with ~~agreed~~the ~~that,~~preparation ~~for~~of the Registrant’s aAnnual ~~period~~Reports offor ~~five~~the years ~~from~~ended ~~closing~~December ~~date~~31, 2021 and 2020 and through the ~~Sellers~~Quarterly ~~would~~Report ~~not~~on ~~engage~~Form in10-Q for the quarter ended March 31, 2022, Marcum advised and the Registrant disclosed that a ~~business~~material weakness existed and that ~~competes~~the ~~with~~Registrant’s internal control over financial reporting was not effective for the ~~Digester~~purpose ~~Business~~for which it was intended and determined there to be a material weakness.

~~Assumption~~The ~~Agreement~~Registrant provided Marcum with a copy of the foregoing disclosures and requested Marcum to furnish the Registrant with a letter addressed to the Securities and Exchange Commission stating whether Marcum agrees with the disclosures. A copy of Marcum’s letter is filed as Exhibit 16.2 to this Current Report on Form 8-K.

~~In connection with the Acquiror’s assumption of the Michaelson Debt, pursuant to the Purchase Agreement, Michaelson, the Acquiror, the Companies, BHT Financial, LLC~~ (~~“BHTF”~~b), ~~BioHiTech Europe, PLC (“BHTE”), E.N.A. Renewables (“ENA”) and~~ New ~~Windsor~~Independent ~~Resource~~Registered ~~Recovery~~Public ~~(“NWRR”), each~~Accounting wholly subsidiaries of the Registrant (together with the Sellers, BHTF, BHTE, ENA and NWRR, the “Renovare Companies”) entered into an Assumption Agreement dated as of December 30, 2022 (the “Assumption Agreement”), pursuant to which the Acquiror assumed all of the obligations and liabilities with respect to the Michaelson Debt.Firm

~~Guaranty~~On January 31, 2023, the Sole Director of the Registrant, engaged Prager Metis CPAs, LLC (“Prager”) as the Registrant’s new independent registered public accounting firm. During the Registrant’s fiscal years ended December 31, 2021 and ~~Suretyship~~2020, ~~Agreement~~and through January 27, 2023, neither the Registrant, nor anyone acting on its behalf, consulted with Prager regarding the application of accounting principle to a specific completed or proposed transaction or the type of audit opinion that might be rendered on the Registrant’s financial statements, and no written report or oral advise was provided that Prager concluded was an important factor considered by the Registrant in reaching a decision as to any such accounting, auditing or other financial reporting issue.

In connection with the Acquiror’s assumption of the Michaelson Debt, the Renovare Companies entered into a Guaranty and Suretyship Agreement on December 30, 2022 (the “Guarantee Agreement”) whereby the Renovare Companies guaranteed the obligations under the Assumption Agreement and an underlying note between the Acquiror and Michaelson.

Amended and Restated Security Agreement

In connection with the Renovare Companies Guarantee Agreement with Michaelson, on December 30, 2022, the Renovare Companies entered into an amended and restated security agreement on December 30, 2022 (the “Security Agreement”) which provides all of the assets of the Renovare Companies as collateral for the obligations of the Michaelson Debt.

Item 2.01 Completion of Acquisition or Disposition of Assets

The disclosures set forth in Item 1.01 are hereby incorporated by reference into this Item 2.01.

The foregoing does not constitute a complete summary of the terms of the transactions contemplated thereby, and reference is made to the disclosures contained in Item 1.01 hereof and the complete text of the Purchase Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K, which are incorporated by reference herein.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of Registrant

The disclosures set forth in Item 1.01 are hereby incorporated by reference into this Item 2.03.

In connection with the sale of the assets of the Companies, as described under Item 1.01 of this Current Report on Form 8-K, the Registrant and certain of its subsidiaries (Renovare Companies) entered into an Assumption Agreement dated as of December 30, 2022 pursuant to which the Acquiror assumed all of the obligations and liabilities with respect to the Michaelson Debt. In addition, the Renovare Companies entered into a Guarantee Agreement and also a Security Agreement relating thereto on December 30, 2022.

The foregoing does not constitute a complete summary of the terms of the transactions contemplated thereby, and reference is made to the disclosures contained in Item 1.01 hereof and the complete text of the Assumption Agreement filed as Exhibit 10.2, the Guarantee Agreement filed as Exhibit 10.3 and the Security Agreement files as Exhibit 10.4 to this Current Report on Form 8-K, which are incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
16.1		Letter to Securities and Exchange Commission from Marcum LLP regarding matters disclosed in Item 4.01 of this Current Report on Form 8-K
104		Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit)

See Exhibit Index below, which is incorporated by reference below.

Exhibit No.		Description
10.1		Asset Purchase Agreement, dated as of December 30, 2022, by and among TraQiQ, Inc., Renovare Environmental, Inc. and BioHiTech America, LLC
10.2		Assumption Agreement, dated December 30, 2022, by and among, TraQiQ, Inc. and Michaelson Capital Special Purpose Finance Fund II, L.P. acknowledged and agreed to by Renovare Environmental, Inc. and certain wholly owned subsidiaries
10.3		Guaranty and Suretyship Agreement, dated December 30, 2022, by and among Renovare Environmental, Inc. and certain wholly owned subsidiaries and Michaelson Capital Special Finance Funds II, L.P.
10.4		Amended and Restated Security Agreement, dated December 30, 2022, by and among Renovare Environmental, Inc. and certain wholly owned subsidiaries and Michaelson Capital Special Finance Funds II, L.P.
104		Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit)

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: January 9, 2023	RENOVARE ENVIRNMENTAL, INC.
Date: February 2, 2023	RENOVARE ENVIRNMENTAL, INC.
	By:	/s/ Brian C. Essman
		Name:	Brian C. Essman
		Title:	Chief Financial Officer

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