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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 26, 2026
——————
Energy and Water Development Corp.
(Exact name of registrant as specified in its charter)
——————
| Florida |
000-56030 |
30-0781375 |
| (State or Other Jurisdiction |
(Commission |
(I.R.S. Employer |
| of Incorporation) |
File Number) |
Identification No.) |
7901 4th
St. N, Suite 4174
St. Petersburg,
FL 33702
(Address of Principal Executive Office) (Zip
Code)
727-677-9408
(Registrant’s telephone number, including area
code)
Not Applicable
(Former Name or 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 |
| None |
|
None |
|
None |
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 checkmark 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 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Chairman and Director
On August 26, 2026, Ralph Max Hofmeier delivered
written notice resigning, effective immediately, from his positions as Chairman of the Board of Directors (the "Board") and
as a director of Energy and Water Development Corp. (the "Company"). At the time of his resignation, Mr. Hofmeier served as
Chairman of the Board. The Company has no separately constituted Board committees.
Mr. Hofmeier stated that his resignation resulted
from a disagreement with the Company's Chief Executive Officer concerning the Company's operations, policies and practices. In his resignation
letter, Mr. Hofmeier alleged ongoing unlawful and misleading activities and breaches of fiduciary duties by the Chief Executive Officer
and asserted that a Board deadlock prevented investigation or corrective action.
The Company disagrees with Mr. Hofmeier's allegations
and characterizations and does not believe that they accurately describe the relevant circumstances. The allegations have not been established
by an independent investigation, Board determination or adjudication. The Company reserves all rights with respect to the matters referenced
in the resignation letter.
Mr. Hofmeier's resignation letter concerned only
his positions as Chairman and director. It did not state that he was resigning from his separate position as Chief Technology Officer.
A copy of Mr. Hofmeier's resignation letter is filed as Exhibit 17.1 to this Current Report on Form 8-K and is incorporated herein by
reference.
Appointment of Dale Johnson III as Director
Effective August 27, 2026, Irma Velazquez Diaz,
acting as the sole remaining director under the Company's Bylaws and applicable Florida law, appointed Dale Johnson III to fill the Board
vacancy created by Mr. Hofmeier's resignation. Mr. Johnson accepted the appointment in writing.
Mr. Johnson was selected through the Board process
described above and was not selected pursuant to any arrangement or understanding with any person other than the Company. The Company
has no separately constituted Board committees, and Mr. Johnson was not appointed to any Board committee.
Based on the information provided to the Company,
there are no transactions involving Mr. Johnson that are required to be disclosed under Item 404(a) of Regulation S-K. Mr. Johnson will
not accrue or receive cash, equity or other director compensation before the Company completes a Qualified Capitalization, defined as
the Company's receipt of at least $1,000,000 in unrestricted gross cash proceeds from equity financing, debt financing or a strategic
investment, excluding funds restricted exclusively to a specific project or subsidiary. Completion of a Qualified Capitalization will
not automatically create a payment obligation; any later director compensation must be prospective and separately approved by the Board.
No securities were granted in connection with his appointment.
Increase in Board Size and Appointment of Luis R. Vera Morales
On August 28, 2026, the Board increased the authorized
number of directors from two to three and conditionally appointed Luis R. Vera Morales to the newly created Board seat. Mr. Vera Morales's
appointment became effective on August 29, 2026, when the conditions to his appointment were satisfied, including delivery of his written
acceptance, independence and conflict disclosure, confidentiality undertaking and Director Service Terms.
Mr. Vera Morales was selected through the Board
process described above and was not selected pursuant to any arrangement or understanding with any person other than the Company. The
Company has no separately constituted Board committees, and Mr. Vera Morales was not appointed to any Board committee.
Based on the information provided to the Company,
there are no transactions involving Mr. Vera Morales that are required to be disclosed under Item 404(a) of Regulation S-K. His Board
service does not engage him or his firm to provide legal, environmental, consulting or other professional services. Any such engagement
would require advance conflict disclosure, independent review and separate written approval.
Mr. Vera Morales will not accrue or receive cash,
equity or other director compensation before the Company completes the Qualified Capitalization described above. Completion of a Qualified
Capitalization will not automatically create a payment obligation; any later director compensation must be prospective and separately
approved by qualified directors. No securities were granted in connection with his appointment.
Board Leadership
Effective August 29, 2026, the three-member Board,
acting by unanimous written consent in counterparts, elected Irma Velazquez Diaz as Chair of the Board, elected Dale Johnson III as Vice-Chair
of the Board and designated Luis R. Vera Morales as Independent Director and Lead Independent Director. Ms. Velazquez Diaz continues to
serve as President and Chief Executive Officer. None of these Board titles independently confers unilateral authority to bind the Company
beyond authority granted by applicable law, the Company's governing documents or a valid Board resolution.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| |
|
|
| 17.1 |
|
Resignation Letter of Ralph Max Hofmeier, dated August 26, 2026. |
| 104 |
|
Cover
Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL 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.
| |
Energy and Water Development Corp. |
| |
|
| Dated: August 31, 2026 |
By: |
/s/ Irma Velazquez Diaz |
| |
Name:
Title: |
Irma Velazquez Diaz
President and Chief Executive Officer |
