[8-K] American Clean Resources Group, Inc. Reports Material Event

Rhea-AI Filing Summary

American Clean Resources Group, Inc. terminated a prior transaction involving SWIS LLC through a full rescission agreement with Launch It LLC. As part of this unwinding, LaunchIt will return 1,470,000 shares of ACRG common stock, which the company will retire, permanently lowering its issued and outstanding share count. In exchange, ACRG will transfer back 100% of the equity interests in SWIS LLC to LaunchIt, reflecting a decision that the SWIS technology and business direction were not aligned with ACRG’s operational objectives. Both parties granted each other a mutual release of claims and confirmed that no additional consideration is owed beyond what is outlined in the rescission, effectively restoring both sides to their pre-transaction positions.

Insights

Corporate actions and capital structure analyst

ACRG unwinds the SWIS deal and retires 1,470,000 shares.

American Clean Resources Group has chosen to rescind its earlier SWIS LLC transaction after concluding that the SWIS technology and business direction did not match the company’s operational objectives. The rescission transfers 100% of SWIS LLC’s equity back to Launch It LLC and removes that business line from ACRG’s structure.

In return, LaunchIt will deliver 1,470,000 ACRG common shares, which the company plans to retire, reducing the number of issued and outstanding shares. This is done without additional cash or other consideration beyond the share return and equity transfer, according to the agreement.

The parties executed mutual releases covering claims and obligations tied to the prior agreements, with only specifically preserved items surviving. This indicates a clean separation of the SWIS-related relationship, with future impact driven mainly by how meaningful the 1,470,000-share retirement is relative to ACRG’s total share base, which is not detailed here.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, 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): November 25, 2025

AMERICAN CLEAN RESOURCES GROUP, INC.

(Exact Name of Registrant as Specified in Charter)

Nevada		000-14319		84-0991764
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)
12567 West Cedar Drive, Suite 230, Lakewood, CO 80228-2039 (Address of principal executive offices)

1.720.458.1124
(Registrant's telephone number, including area code)

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 $0.001 par value		ACRG		OTC

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 1.02 Termination of a Material Definitive Agreement.

American Clean Resources Group, Inc. (“ACRG” or the “Company”) hereby reports that on November 21, 2025, the Company and Launch It LLC (“LaunchIt”) entered into a definitive agreement to rescind in full the prior transaction relating to SWIS LLC. The parties determined, following further evaluation, that the SWIS technology and related business direction were not aligned with the Company’s operational objectives. Accordingly, the parties agreed to unwind the transaction in its entirety.

Pursuant to the rescission agreement, LaunchIt shall return 1,470,000 shares (the “Shares”) of the Company’s common stock to ACRG. The Company will retire the Shares, resulting in a permanent reduction of the Company’s issued and outstanding common stock. ACRG shall transfer to LaunchIt 100% of the equity interests in SWIS LLC, effective as of the closing of the rescission.

Each party has executed a mutual release of all claims, obligations, and liabilities arising from or relating to the prior agreements, except for those expressly preserved in the rescission agreement.

No additional consideration is owed to either party other than as expressly stated in the rescission agreement. The rescission returns both parties to their pre-transaction positions with finality and resolves all rights and obligations associated with the earlier arrangement.

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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 hereunto duly authorized.

	AMERICAN CLEAN RESOURCES GROUP, INC.
Date: November 25, 2025	By:	/s/ Tawana Bain
		Tawana Bain
		Chief Executive Officer

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FAQ

What did American Clean Resources Group (ACRG) announce in this Form 8-K?

ACRG announced that it entered into a definitive agreement with Launch It LLC to fully rescind a prior transaction involving SWIS LLC, unwinding the deal and restoring both parties to their pre-transaction positions.

How many American Clean Resources Group shares are being retired in the SWIS rescission?

Launch It LLC will return 1,470,000 shares of ACRG common stock, and the company will retire these shares, permanently reducing its issued and outstanding common stock.

What happens to SWIS LLC as part of ACRG’s rescission agreement?

As part of the rescission, 100% of the equity interests in SWIS LLC will be transferred to Launch It LLC, so SWIS LLC will no longer be held by American Clean Resources Group.

Why did ACRG decide to unwind the SWIS LLC transaction?

ACRG and Launch It LLC determined, after further evaluation, that the SWIS technology and related business direction were not aligned with ACRG’s operational objectives, leading them to unwind the transaction in its entirety.

Is any additional consideration being paid in the ACRG and Launch It LLC rescission?

No additional consideration is owed to either party other than the specified return and retirement of 1,470,000 shares of ACRG common stock and the transfer of 100% of SWIS LLC equity interests.

How are claims and obligations between ACRG and Launch It LLC handled in this rescission?

Each party executed a mutual release of all claims, obligations, and liabilities arising from or relating to the prior agreements, except for those expressly preserved in the rescission agreement.