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) December 20, 2022
| PACIFIC GREEN TECHNOLOGIES INC. |
| (Exact name of registrant as specified in its charter) |
| Delaware | | 000-54756 | | 36-4966163 |
(State or other jurisdiction
of incorporation) | | (Commission File Number) | | (IRS Employer
Identification No.) |
| Suite 10212, 8 The Green Dover, DE | | 19901 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code (302) 601-4659
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 |
| Common Shares | | PGTK | | OTC Markets |
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 1.01 Entry Into A Material Definitive Agreement
On December 20, 2022 Pacific Green Technologies Inc. (“Pacific Green”, “we”, “us”, “our”, the “Company”) announced that we entered into a Share Purchase Agreement for 100% of the shares of Sheaf Energy Limited (“Sheaf Energy”) for £7.5 million (approximately US$9.15 million).
Sheaf Energy is a battery energy storage park under development and located next to the Richborough Energy Park in Kent, England. When completed, it is estimated to be a 249MW / 373.5 MWh battery energy storage system.
ITEM 2.01 Completion of Acquisition or Disposition of Assets
The applicable information set forth in Item 1.01 of this 8-K is incorporated by reference in this Item 2.01.
Financial statements are not included in this 8-K because the Company has determined, in accordance with the guidance set forth in Regulation S-X Rule 11-01(d), that the Share Purchase Agreement does not involve the acquisition of a business.
ITEM 7.01 Regulation FD Disclosure.
On December 20, 2022 the Company issued a news releases regarding the acquisition of Sheaf Energy Limited and the expansion of its battery energy storage system portfolio.
Item 9.01 Financial Statements and Exhibits
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.
| PACIFIC GREEN TECHNOLOGIES INC. | |
| | |
| /s/ Scott Poulter | |
| Scott Poulter | |
| Chief Executive Officer and Director | |
| Date: December 20, 2022 | |
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