UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 orOR 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): January ~~May~~ 7, ~~2024~~2025

OCEAN THERMAL ENERGY CORPORATION

(Exact name of registrant as specified in its charter)

Nevada	033-19411-C	~~033-19411-C~~	20-5081381	~~20-5081381~~
(State or other jurisdiction of	(Commission File Number)	~~(Commission~~	(IRS Employer	~~(IRS Employer~~
incorporation or organization)		~~File Number)~~	Identification No.)	~~Identification No.)~~

3675 Market Street, Suite 200
3675 Market Street, Suite 200Philadelphia, PA	19104
Philadelphia, PA		19104
(Address of principal executive offices)	(Zip code)
(Address of principal executive offices)		(Zip code)

Registrant’s telephone number, including area code: (717) 299-1344

n/a

(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 (see General Instruction A.2. below):

☐ 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 Exchange Act: None.

Title of each class	Trading Symbol(s)	Name of each exchange on which registered

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (Section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 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 41.01—~~CHANGES~~ENTRY ININTO ~~REGISTRANT’S~~A ~~CERTIFYING~~DEFINITIVE ~~ACCOUNTANT~~MATERIAL AGREEMENT

On ~~May~~January 7, 2025, we entered into a Professional Services Agreement effective as of December 17, 2024, with Johnson Controls Government Services, LLC, as contractor for the ~~board~~United ofStates ~~directors~~federal ofgovernment. ~~Ocean~~Pursuant ~~Thermal~~to ~~Energy~~the ~~Corporation~~agreement, (we will render services as a sub-contractor in connection with the ~~“Company”)~~development ~~approved~~and engineering of an ocean thermal energy conversion and ocean water desalination potable water solution facility in the ~~dismissal~~South Pacific, for a fixed fee of BF$3,504,796. ~~Borgers~~The ~~CPA~~parties PCplan ~~(“BF~~to ~~Borgers”)~~complete asthis project by June 30, 2026. A copy of the ~~Company’s~~agreement ~~independent~~is ~~registered~~attached ~~public~~hereto ~~accounting~~as ~~firm~~Exhibit 10.69.

The reports of BF Borgers on the Company’s consolidated financial statements for the fiscal years ended December 31, 2023, and December 31, 2022, did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles other than an explanatory paragraph relating to the Company’s ability to continue as a going concern.

During the fiscal years ended December 31, 2023, and December 31, 2022, and through May 7, 2024, the date of termination, there were no “disagreements” with BF Borgers on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of BF Borgers would have caused BF Borgers to make reference thereto in its reports on the consolidated financial statement for such years. During the fiscal years ended December 31, 2023, and December 31, 2022, and through May 7, 2024, there have been no “reportable events” (as defined in Item 304(a)(1)(iv) and Item 304(a)(1)(v) of Registration S-K), except for the identified material weaknesses in its internal control over financial reporting as disclosed in the Company’s Annual Report on Form 10-K.

The Company provided BF Borgers with a copy of the disclosures it is making in this Current Report on Form 8-K and requested that it furnish the Company with a letter addressed to the U.S. Securities and Exchange Commission stating whether or not BF Borgers agreed with the statements made by the Company in this report, and, if not, stating the respects in which it does not agree. A copy of the letter from BF Borgers addressed to the U.S. Securities and Exchange Commission dated May 7, 2024, is filed as Exhibit 16.01 to this report.

ITEM 9.01—FINANCIAL STATEMENTS AND EXHIBITS

The following isare filed as anexhibits ~~exhibit~~ to this report:

ExhibitNumber*	Title of Document	Location
Item 16	Letter re Change in Certifying Accountant
Item 10	Material Contracts
16.01	BF Borgers CPA PC letter addressed to the United States Securities and Exchange Commission dated May 7, 2024	This filing
10.69	Professional Services Agreement with Johnson Controls Government Services, LLC, executed January 7, 2025, effective as of December 17, 2024	This filing

_______________

* All exhibits are numbered with the number preceding the decimal indicating the applicable SEC reference number in Item 601 and the number following the decimal indicating the sequence of the particular 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.

	OCEAN THERMAL ENERGY CORPORATION
Dated: May 8, 2024	By:	/s/ Jeremy P. Feakins
Dated: January 13, 2025	By:
		Jeremy P. Feakins
		Chief Executive Officer

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