UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, ~~D.C.~~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): ~~January~~May 0902, 2023 ~~(January 09, 2023)~~

CLEAN COAL TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Nevada	~~000-50053~~	26000-~~1079442~~50053	26-1079442
(State or other jurisdiction	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdiction of incorporation)		(Commission File Number)	(IRS Employer Identification No.)
of incorporation)

295 Madison Avenue (12th Floor), New York, NY	10017
(Address of principal executive office)	(Zip Code)

295 Madison Avenue, Floor 22

~~Registrant's~~New ~~telephone number~~York, ~~including area code: (646) 727-4847~~NY 10017

(~~Former~~Address ~~name~~of orprincipal ~~former~~executive ~~address, if changed since last report.~~offices)

~~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~~ (~~see General Instruction A.2. below~~646): 727-4847

~~☐ Written~~(Registrant’s ~~communications~~telephone ~~pursuant~~number, toincluding ~~Rule~~area ~~425 under the Securities Act (17 CFR 230.425~~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 Common CCTC ~~OTCQB~~OTC Pink

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 ☐~~

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 1.01 Entry into a ~~Settlement~~Material Definitive Agreement.

On ~~January~~May 092, 2023, Clean Coal Technologies, Inc. (~~the~~ “~~Company~~Clean Coal”) ~~entered~~or ~~into three separate settlement agreements (~~the “~~Settlement Agreements~~Company”), ~~with~~a ~~each~~Nevada ofcorporation, ~~CCTC~~NewStream Acquisition ~~Partners~~Corp., ~~LLC~~a ~~(“CCTC”),~~Wyoming ~~Black~~corporation ~~Diamond~~and ~~Financial~~wholly-owned ~~Group~~subsidiary ~~LLC~~of Clean Coal (the “~~Black~~Merger ~~Diamond~~Subsidiary”), and ~~Wyoming~~NewStream ~~New~~Energy ~~Power~~Technology Group, Inc., a Wyoming corporation (“~~WNP~~NewStream”) ~~(“the~~entered ~~Parties”~~into ~~which~~an ~~are~~Agreement ~~all~~and ~~affiliated~~Plan ~~entities~~ of ~~the~~Merger ~~Black~~and ~~Diamond~~Reorganization ~~Group~~(“Merger Agreement”) pursuant to ~~settle~~which, anpending ~~aggregate~~the ~~principal~~filing ~~amount~~ of ~~$13,914,908~~a ~~plus~~certificate ~~accrued~~of ~~and~~merger ~~unpaid~~with ~~interest,~~the ~~default~~state ~~penalties,~~of ~~shares~~Wyoming, the ~~warrants~~Merger ~~and~~Subsidiary ~~fees~~will ~~and~~be ~~security~~merged ~~interests~~with toand ~~the~~into ~~Parties~~NewStream, inwith ~~exchange~~NewStream ~~for~~surviving anas ~~aggregate~~a ofwholly-owned ~~73,000,000~~subsidiary ~~shares~~ of ~~the~~Clean ~~Company’s~~Coal ~~common stock~~ (the “~~Stock Consideration~~Merger”) ~~in accordance with the following~~.

~~CCTC~~The ~~Settlement~~Company ~~Agreement~~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.

The ~~Aggregate~~Merger ~~Debt~~Agreement ~~Amount~~contains ~~consisted~~customary conditions, including, among others (i) the absence of any law or order prohibiting the ~~following~~closing, as(ii) itsubject ~~relates~~to certain exceptions, the accuracy of representations and warranties and performance of covenants, and (iii) the effectiveness of the registration statement for the Company common stock to ~~CCTC~~be issued in 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 in the ordinary course consistent with past practice between the execution of the Merger Agreement and consummation of the Merger.

~~(i)~~The ~~that~~foregoing ~~certain~~is ~~Series~~only Aa ~~12%~~brief ~~Secured~~description ~~Convertible Promissory Note, in the initial principal amount~~ of ~~$3,741,742.38 (~~the ~~“Series~~material Aterms ~~Note”) issued to CCTC on November 25, 2015, (ii) that certain Series B 12% Secured Convertible Promissory Note, in the initial principal amount~~ of ~~$626,226.37 (~~the ~~“Series~~Agreement Band ~~Note”)~~Plan ~~issued to CCTC on November 25, 2015, (iii) that certain Series C 12% Secured Convertible Promissory Note, in the initial principal amount~~ of ~~$507,846.15~~Merger ~~(the~~and ~~“Series C Note”) issued to CCTC on November 25~~Reorganization, ~~2015,~~ and ~~(iv)~~does ~~that~~not ~~certain~~purport ~~Series~~to Dbe ~~12%~~a ~~Secured~~complete ~~Convertible~~description ~~Promissory Note, in the initial principal amount~~ of ~~$192,800.00 September 14, 2016 (~~the ~~“Series~~rights ~~D Note”~~ and ~~together~~obligations ~~with each~~ of the ~~Series~~parties ~~A Note~~thereunder, ~~the Series B Note~~ and ~~the~~such ~~Series~~descriptions Care ~~Note,~~qualified ~~the~~in ~~“CCTC~~their ~~Notes”).~~entirety ~~Pursuant~~by reference to the ~~terms~~Agreement offiled ~~the~~as ~~CCTC~~Exhibit ~~Notes~~4.1, ~~including additional funds that have been advanced bringing the aggregate amount of funds advanced up~~ to ~~$12,170,649.51.~~this ItCurrent ~~has~~Report ~~been agreed that the balance of $12,170,649 plus accrued and unpaid interest and default penalties payable~~ on ~~the~~Form ~~notes and shares, warrants and fees and security interests (Debt Amount) will be settled as per below~~8-K.

As part of the settlement agreement with the CCTC, the CCTC Debt Amount will be cancelled in exchange for 68,700,000 shares of the Company’s Common Stock.

WNP Settlement Agreement.

The Aggregate Debt Amount consisted of the following as it relates to WNP.

Wyoming New Power Inc. has an aggregate principal amount due of $1,135,727, plus accrued and unpaid interest and default penalties payable on the notes and shares, warrants, and fees, and security interests as of the settlement date and it will be exchanged for 2,800,000 ordinary shares of the Company.

Black Diamond Settlement Agreement.

Black Diamond Financial Group the aggregate principal amount due of $608,532, plus accrued and unpaid interest and default penalties payable on the notes and shares, warrants, and fees, and security interests as of the settlement date which will be exchanged for 1,500,000 ordinary shares of the Company.

The Settlement Agreements contain representations and warranties, and mutual general releases.

The foregoing description of the Settlement Agreements do not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Settlement Agreements.

Item 3.02 Unregistered Sales of Equity Securities.

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. ~~The~~Pursuant ~~Stock~~to ~~Consideration~~the ~~was~~Merger ~~not~~Agreement ~~registered~~we ~~under~~issued 275,000,000 shares of our common stock to the ~~Securities~~New ~~Act~~Stream ~~but~~shareholders, ~~qualified~~their ~~for~~affiliates ~~exemption~~or ~~under~~assigns, ~~Section~~in ~~4(a)(2)~~exchange for 100% of the ~~Securities~~outstanding ~~Act~~shares of New Stream.

~~Item~~These 9securities were not registered under the Securities Act.01 ~~Financial~~These ~~Statements~~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 ~~Exhibits~~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.

~~(d)~~Item 9.01 Financial Statement and Exhibits.

Exhibit No.		Description
10.1		CCTC Settlement Agreement with Wyoming New Power Inc.
4.1		Agreement and Plan of Merger and Reorganization among Clean Coal Technologies, Inc., NewStream Acquisition Corp., and NewStream Energy Technology Group, Inc.
10.2		CCTC Settlement Agreement with Black Diamond Financial Group
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
10.3		CCTC Settlement Agreement with CCTC Acquisition Partners
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)

~~SIGNATURES~~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 ~~hereunder~~hereunto duly authorized.

Dated: January 12, 2023

	CLEAN COAL TECHNOLOGIES, INC.

Dated: May 08, 2023	By:	/s/ Aiden Neary
		Aiden Neary
		Chief Financial Officer

By: /s/ Aiden Neary

Aiden Neary

Chief Financial Officer

NONE false 0001445109 0001445109 2023-01-09 2023-01-09

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