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): August 1423, 2024

Clean Vision Corporation

(Exact name of registrant as specified in its charter)

Nevada		024-11501		85-1449444
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

2711 N. Sepulveda Blvd. Suite 1051

Manhattan Beach, CA 90266

(Address of Principal Executive Offices) (Zip Code)

(424) 835-1845

(Registrant’s telephone number, including area code)

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:

☐	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

N/A

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 21.0401. ~~Triggering~~Entry ~~Events~~into ~~That Accelerate or Increase~~ a ~~Direct~~Material ~~Financial~~Definitive ~~Obligation or an Obligation under an Off-Balance Sheet Arrangement~~Agreement.

AsOn ~~previously~~August ~~reported~~23, in2024 (the ~~Current~~“SPA ~~Report~~Closing ~~on Form 8-K filed with the U.S. Securities and Exchange Commission on February 16~~Date”), ~~2024 by~~ Clean Vision Corporation (the “Company”)~~, on~~ ~~February~~closed ~~12,~~on ~~2024~~ the ~~Company~~transactions ~~entered~~contemplated ~~into~~by athat certain Securities Purchase Agreement (the “SPA”) with an accredited investor (the “Investor”), ~~pursuant~~whereby ~~to which~~ the Company agreed to sell, ~~and~~to ~~the~~ Investor, and Investor agreed to purchase, ~~two~~from ~~(2) separate 12% convertible notes of~~ the Company ~~(the first such note~~, ~~the “First Note~~6,~~” the second such note~~896,55 shares (the “~~Second~~Subscription ~~Note,~~Shares”) inof the ~~aggregate~~Company’s ~~principal~~common ~~amount~~stock, par ofvalue $~~440,000~~0.001 ~~(each~~per ~~such~~share ~~Note being in~~ (the ~~amount~~“Common ~~of $220~~Stock”),~~000 and~~ ~~containing~~for an ~~original~~aggregate ~~issue discount of $20,000, resulting in the~~ purchase price ofequal ~~each~~to ~~such Note being~~ $~~200~~100,000~~.00),~~ ~~which~~or ~~are convertible into the Company’s common stock, par value~~ $0.~~001~~0145 per share (the “~~Common~~Subscription ~~Stock~~Amount”). ~~The~~In ~~First~~connection ~~Note~~with in the ~~amount~~ ~~of $220~~SPA,~~000~~ ~~with~~the ~~guaranteed~~Company ~~interest~~agreed ~~of $26,400 was issued~~ to register the ~~Investor~~Subscription onShares ~~February~~for ~~12,~~resale ~~2024.~~pursuant to ~~The~~a ~~Second~~registration ~~Note~~statement ~~has~~to ~~not~~be ~~been~~filed ~~issued pursuant~~with to the ~~terms~~U.S. Securities and ~~provisions~~Exchange ofCommission (the ~~SPA~~“SEC”).

Pursuant to the terms of the ~~First Note~~SPA, ~~the~~at ~~initial~~any ~~payment~~time ofbeginning on ~~$50,000~~the ~~was~~six ~~due~~(6) tomonth anniversary of the ~~Investor~~SPA onClosing ~~August~~Date ~~12,~~and ~~2024.~~ending Onat ~~August~~such ~~14,~~time ~~2024,~~that the ~~Investor delivered~~Subscription aShares ~~notice~~may tobe ~~the~~sold ~~Company~~without ~~stating~~the requirement ~~that~~for the ~~First~~Company ~~Note~~to isbe in ~~default,~~compliance ~~the~~with ~~interest~~Rule ~~rate~~144, ofif the ~~First~~Company ~~Note~~(i) isshall ~~adjusted~~fail for any reason to ~~24%~~satisfy ~~and~~ the ~~Fixed~~current ~~Price~~public information requirement under Rule 144(asc) ~~defined~~or in(ii) ~~the~~has ~~First~~ever ~~Note~~been an issuer described in Rule 144(i)(1)(i) ~~shall~~or bebecomes ~~eliminated~~an issuer in the future, and the ~~Conversion~~Company ~~Price~~shall ~~(as~~fail ~~defined~~to satisfy any condition set forth in ~~the~~Rule ~~First~~144(i)(2) ~~Note~~(a “Public Information Failure”) ~~shall~~then, ~~reset~~in addition to other available remedies, the ~~lowest~~Company ~~traded~~shall ~~price~~pay to the Investor an amount in cash equal to two percent (2.0%) of the ~~Common~~aggregate Subscription ~~Stock~~Amount ~~during~~on the ~~default~~day ~~period,~~of a Public Information Failure and ~~shall~~on beevery rethirtieth (30th) day (pro-~~adjusted~~rated for periods totaling less ~~every~~than 21thirty days) thereafter until the ~~First~~date ~~Note~~such ~~remains~~Public inInformation ~~default~~Failure ~~such~~is ~~that~~cured. ifIn the ~~trading~~event ~~price~~the ofCompany ~~the~~fails ~~Common~~to ~~Stock~~make issuch ~~lower~~payment in 21the ~~days~~manner ~~later~~provided for in the SPA, such payment to be made to the Investor ~~may~~ ~~avail~~will ~~itself~~bear ofinterest at the ~~resulting~~rate ~~lower~~of ~~conversion~~1.5% ~~price~~per month (prorated for partial months) until paid in full.

The ~~current balance owing~~foregoing todescription ~~the~~of ~~Investor under~~ the ~~First~~terms ~~Note is $246,400~~ and ~~interest~~provisions isof ~~accruing~~the atSPA ~~$146.67~~does ~~per~~not ~~day.~~purport ~~The Company is currently negotiating a forbearance or other cure~~ to ~~the~~be ~~default~~complete and ais ~~plan~~qualified ~~for~~in ~~repayment~~its ofentirety ~~the~~by ~~First~~reference ~~Note with the Investor. However, if the Company is unable~~ to ~~cure~~ the ~~default, or extend or replace the First Note, it would have a material impact on the Company’s working capital needs. In~~ ~~addition,~~form ~~the~~of ~~Company~~SPA ~~having~~attached to ~~raise~~this ~~equity~~Current orReport ~~debt financing to repay the First Note or obtain a new credit facility may be~~ on ~~substantially worse~~Form ~~terms~~8-K ~~than~~as ~~the~~Exhibit ~~current First Note~~10.1.

~~SIGNATURES~~Item 9.01 Financial Statements and Exhibits.

~~Pursuant to~~(d) ~~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~~Exhibits.

	CLEAN VISION CORPORATION
Exhibit No.		Description
Date: August 20, 2024	By:	/s/ Daniel Bates
10.1*		Form of Securities Purchase Agreement
	Name:	Daniel Bates
	Title:	Chief Executive Officer

^*Certain annexes, schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of such annexes, schedules and exhibits, or any section thereof, to the SEC upon request.

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.

	CLEAN VISION CORPORATION

Date: August 29, 2024	By:	/s/ Daniel Bates
	Name:	Daniel Bates
	Title:	Chief Executive Officer

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